Ameriserv Financial Inc/PA – ‘10-12G’ on 1/12/00

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Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Registration of Securities (General Form)            117±   466K 
 2: EX-21.1     Subsidiaries of the Registrant                         1      4K 
 3: EX-27       Financial Data Schedule (Pre-XBRL)                     2±     8K 

10-12G   —   Registration of Securities (General Form)
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION            
WASHINGTON, D.C. 20549              

FORM 10                 
GENERAL FORM FOR REGISTRATION OF SECURITIES             
PURSUANT TO SECTION 12(b) OR 12(g) OF             
THE SECURITIES EXCHANGE ACT OF 1934             

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

Pennsylvania                       [Applied For]              
(State or other jurisdiction of         (I.R.S. Employer                        
Incorporation or Organization)        Identification Number)            

2681 Moss Side Boulevard, Monroeville, Pennsylvania    15146                    
(Address of Principal Executive Office)         (Zip Code)          

Registrant's telephone number, including area code(814)533-5300                 

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

Title of Each Class      Name of Each Exchange on Which               
to be so Registered      Each Class is to be Registered               

None                              None                              

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

Common Stock, $0.01 par value           
(Title of Class)            

EXPLANATORY NOTE              

This Form 10 Registration Statement has been prepared on a            
prospective basis on the assumption that, among other things,                   
the Distribution (as hereinafter defined) and the related                       
transactions contemplated to occur prior to or contemporaneously                
with the Distribution will be consummated as contemplated by the                
Information Statement which is a part of this Registration                      
Statement.  There can be no assurance, however, that any or all                 
of such transactions will occur or will occur as so                             
contemplated.  Any significant modifications or variations in                   
the transactions contemplated will be reflected in an amendment                 
or supplement to this Registration Statement.                                   

CROSS REFERENCE             

THREE RIVERS BANCORP, INC.            

INFORMATION INCLUDED IN INFORMATION STATEMENT         
AND INCORPORATED IN FORM 10 BY REFERENCE        

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT           
AND ITEMS OF FORM 10              

Item 1.  Business                                                               

The information required by this item is contained under              
the sections entitled "Introduction," "Business," "Selected Five                
Year Consolidated Financial Data of Three Rivers Bank,"                         
"Management's Discussion and Analysis of Consolidated Financial                 
Condition and Results of Operations" and "Consolidated Financial                
Statements" (including the notes thereto) in the Information                    
Statement dated __________ ____, 2000 attached hereto as Annex A                
(the "Information Statement") and such sections are incorporated                
herein by reference.                                                            

Item 2.  Financial Information                                                  

The information required by this item is contained under              
the sections entitled "Selected Five Year Consolidated Financial                
Data of Three Rivers Bank," "Management's Discussion and                        
Analysis of Consolidated Financial Condition and Results of                     
Operations" and "Consolidated Financial Statements" (including                  
the notes thereto) in the Information Statement and such                        
sections are incorporated herein by reference.                                  

Item 3.  Properties                                                             

The information required by this item is contained under              
the section entitled "Business--Properties" in the Information                  
Statement and such section is incorporated herein by reference.                 

Item 4.   Security Ownership of Certain Beneficial Owners and                   
Management                                                                      

The information required by this item is contained under              
the sections entitled "Management of Three Rivers Bancorp--Board                
Compensation and Benefits" and "--Stock Ownership of Executive                  
Officers and Directors," "New Stock-Based and Incentive Plans of                
Three Rivers" and "USBANCORP Stock Option Conversion" in the                    
Information Statement and such sections are incorporated herein                 
by reference.                                                                   

Item 5.  Directors and Executive Officers                                       

The information required by this item is contained under              
the sections entitled "Management of Three Rivers Bancorp--                     
Directors" and "--Executive Officers" in the Information                        
Statement and such sections are incorporated herein by                          
reference.                                                                      

Item 6.  Executive Compensation                                                 

The information required by this item is contained under              
the sections entitled "Management of Three Rivers Bancorp--Board                
Compensation and Benefits," "Executive Compensation," "New                      
Stock-Based and Incentive Plans of Three Rivers" and "USBANCORP                 
Stock Option Conversion" in the Information Statement and such                  
sections are incorporated herein by reference.                                  

Item 7.  Certain Relationships and Related Transactions                         

The information required by this item is contained under              
the sections entitled "The Distribution--Results of the                         
Distribution," and "--Relationship between USBANCORP and Three                  
Rivers Bancorp after the Distribution" in the Information                       
Statement and such sections are incorporated herein by                          
reference.                                                                      

Item 8.  Legal Proceedings                                                      

The information required by this item is contained under              
the section entitled "Business--Legal Proceedings" in the                       
Information Statement and such section is incorporated herein by                
reference.                                                                      

Item 9.  Market Price of and Dividends on the Registrant's                      
Common Equity and Related Stockholder Matters                                   

The information required by this item is contained under              
the sections entitled "Management of Three Rivers Bancorp-Stock                 
Ownership of Executive Officers and Directors" and "Description                 
of Three Rivers Bancorp Capital Stock" in the Information                       
Statement and such sections are incorporated herein by                          
reference.                                                                      

Item 10.  Recent Sales of Unregistered Securities                               

In January 2000, as part of its original incorporation,               
Three Rivers Bancorp intends to issue 100 shares of its Common                  
Stock, for a total consideration of  $1.00, to USBANCORP, Inc.,                 
which is and will be Three Rivers Bancorp's sole shareholder                    
until the Distribution (as defined and described in the section                 
of the Information Statement entitled "The Distribution," which                 
section is incorporated herein by reference) is completed.                      
Subsequent to the Distribution, USBANCORP will hold no equity                   
interest in Three Rivers Bancorp.  However, immediately after                   
the Distribution, shares of Three Rivers Bancorp common stock                   
will be owned by USBANCORP, Inc.'s and U.S. Bank's pension plan,                
profit sharing plan and 401(k) plan on behalf of their                          
employees.                                                                      

Item 11.  Description of Registrant's Securities to be                          
Registered                                                                      

The information required by this item is contained under              
the section entitled "Description of Three Rivers Bancorp                       
Capital Stock" in the Information Statement and such section is                 
incorporated herein by reference.  Reference is also made to the                
Amended and Restated Articles of Incorporation and Bylaws of                    
Three Rivers Bancorp, Inc., which are set forth as Exhibits 3.1                 
and 3.2 hereto.                                                                 

Item 12.  Indemnification of Directors and Officers                             

The information required by this item is contained under              
the section entitled "Indemnification of Directors" in the                      
Information Statement and such section is incorporated herein by                
reference.                                                                      

Item 13.  Financial Statements and Supplementary Data                           

The information required by this item is contained under              
the section entitled "Consolidated Financial Statements"                        
(including the notes thereto) on pages F-1 through F-43 of the                  
Information Statement and such section is incorporated herein by                
reference.                                                                      

Item 14.  Changes in and Disagreements with Accountants on                      
Accounting and Financial Disclosure.                                            

Not Applicable.                                                       

Item 15.  Financial Statements and Exhibits                                     

(a)  Financial Statements.  The information required by               
this item is contained in the "Index to Financial Statements" on                
Page F-1 of the Information Statement and such information is                   
incorporated herein by reference.                                               

(b)  Exhibits.  The following exhibits are being filed as a           
part of this Registration Statement:                                            

(3.1)  Amended and Restated Articles of Incorporation of              
Three Rivers Bancorp, Inc. *                                                    

(3.2)  Amended and Restated Bylaws of Three Rivers Bancorp,           
Inc. *                                                                          

(10.1)  Form of Corporate Separation and Reorganization               
Agreement *                                                                     

(10.2)  Form of Tax Separation Agreement *                            

(10.3)  Form of Services Agreement *                                  

(10.4)  Form of Change in Control Agreement between Three             
Rivers Bancorp, Inc. and Terry K. Dunkle *                                      

(10.5)  Form of Change in Control Agreement between Three             
Rivers Bancorp, Inc. and W. Harrison Vail *                                     

(10.6)  Three Rivers Bancorp, Inc. Long-Term Incentive                
Plan *                                                                          

(10.7)  Three Rivers Bancorp, Inc. Executive Incentive                
Compensation Plan *                                                             

(21.1)  Subsidiaries of Three Rivers Bancorp, Inc.                    

(27.1)  Financial Data Schedule for the Year Ended                    
December 31, 1998 and the Nine Months Ended September 30, 1999 *                

Signatures                                                                      

Pursuant to the requirements of Section 12 of the                     
Securities Exchange Act of 1934, the Registrant has duly caused                 
this Registration Statement to be signed on its behalf by the                   
undersigned, thereunto duly authorized.                                         

      THREE RIVERS BANCORP, INC.

  By /s/ Terry K. Dunkle
  Terry K. Dunkle,
                 Chairman of the Board and Chief
   Executive Officer

         Date:  January 11, 2000

                                       ANNEX A

Dear Fellow Shareholder:                                                        

In July 1999, we announced our intent to spin off our Three           
Rivers Bank subsidiary to our shareholders.  This decision was                  
reached by your Board of Directors and Management team after                    
exploring a wide range of strategic options to position                         
USBANCORP for future profitable growth in the financial services                
industry.  We continue to believe that the separation of the                    
banking subsidiaries into two totally distinct companies has the                
potential to generate the greatest near and long term value in                  
their businesses by allowing each bank to focus on its core                     
strengths and pursue different future strategic directions.                     

Accordingly, this letter and the accompanying Information             
Statement are being sent to you to inform you that your Board of                
Directors has approved a plan for such spin off, under which you                
will become the owner of one share of common stock of Three                     
Rivers Bancorp, Inc. for every two shares of USBANCORP stock                    
that you owned on ____________, 2000.  Three Rivers Bancorp is a                
newly formed holding company that will own all of the                           
outstanding stock of Three Rivers Bank.  This distribution to                   
you of Three Rivers Bancorp common stock will not change the                    
number of shares of USBANCORP common stock you hold.                            

As discussed in more detail in the Information Statement,             
we are making this distribution to you for several reasons.                     
First, after the spin-off Three Rivers Bancorp will be                          
positioned to raise capital in a more cost effective manner so                  
that it can more meaningfully participate in the consolidation                  
of the banking industry.  Second, the spin off will allow                       
USBANCORP and Three Rivers Bancorp to better focus on the                       
businesses of their respective bank subsidiaries.  U.S. Bank and                
Three Rivers Bank each serve different geographic markets and                   
have unique strengths to capitalize on to achieve future growth.                
We believe the spin off will enable both of these banks to                      
profitably grow by pursuing their own well defined business                     
strategies.                                                                     

On April __, 2000, Three Rivers Bancorp, Inc. will become a           
separate publicly held company listed on the Nasdaq National                    
Market under the symbol TRBC.  It will be a $1 billion bank                     
holding company headquartered in Monroeville, Pennsylvania                      
having 24 branches located in the Pennsylvania counties of                      
Allegheny, Washington and Westmoreland.  Its subsidiaries will                  
be Three Rivers Bank, TRB Financial Services Corporation and                    
Community First Capital Corp.                                                   

After the spin off, USBANCORP will be a $1.4 billion bank             
holding company headquartered in Johnstown, Pennsylvania, with                  
22 branches conducting business in the Pennsylvania counties of                 
Cambria, Somerset, Westmoreland, Centre and Clearfield.  Its                    
subsidiaries will include U.S. Bank, USBANCORP Trust and                        
Financial Services Company and Standard Mortgage Corporation of                 
Georgia.                                                                        

I encourage you to read the attached Information Statement            
carefully as it provides more details on Three Rivers Bancorp                   
and the spin off. This transaction presents exciting                            
opportunities for both companies and their shareholders.  Both                  
USBANCORP and Three Rivers Bancorp will be in a strong position                 
to grow and prosper in the new millennium's changing landscape                  
for financial services companies.  I thank you for your past                    
support of USBANCORP and would encourage you to continue to                     
support USBANCORP and the new Three Rivers Bancorp as we move                   
forward.                                                                        

Best regards,     

Terry K. Dunkle   
          Chairman and Chief Executive
Officer           

SUBJECT TO COMPLETION DATED MARCH _____, 2000                 

[LOGO]                  

INFORMATION STATEMENT               

THREE RIVERS BANCORP, INC.              
Common Stock              
($.01 par value)              

USBANCORP, INC. is furnishing this Information Statement to           
you, as a holder of record of USBANCORP common stock at the                     
close of business on __________________, 2000 (the "Record                      
Date").  This Information Statement describes the distribution                  
of one share of common stock, $.01 par value, of Three Rivers                   
Bancorp,  Inc. for every two shares of USBANCORP common stock                   
held of record as of that date (the "Distribution").  See "The                  
Distribution -- Manner of Effecting the Distribution."                          

We currently own all of the capital stock of Three Rivers             
Bancorp.  As a result of transactions entered into in connection                
with the Distribution, as of 11:59:59 E.D.T. on                                 
__________________, 2000 (the "Distribution Date"), Three Rivers                
Bancorp will own all of the outstanding capital stock of Three                  
Rivers Bank and Trust Company.                                                  

We will make the Distribution on the Distribution Date. You           
will not have to pay anything for the shares of Three Rivers                    
Bancorp Common Stock that we distribute to you.  There is no                    
public market for Three Rivers Bancorp Common Stock, although we                
expect that a "when-issued" trading market will develop on or                   
after the Record Date.  We have applied to list Three Rivers                    
Bancorp Common Stock on the Nasdaq National Market under the                    
symbol "TRBC".                                                                  

We do not need a vote of shareholders in order to make this           
Distribution.  We are not asking you for a proxy, and you are                   
requested not to send us a proxy.                                               

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY             
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES                  
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY                
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY                
OF THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE                        
CONTRARY IS A CRIMINAL OFFENSE.                                                 

This information statement does not constitute an offer to            
sell or the solicitation of an offer to buy any securities.                     

The date of this Information Statement is ________________,           
2000.                                                                           

TABLE OF CONTENTS               

[INSERT TO COME]              

INFORMATION STATEMENT               

This Information Statement is being furnished solely to               
provide information to shareholders of USBANCORP who will                       
receive shares of Three Rivers Bancorp Common Stock in the                      
Distribution.  It is not, and is not to be construed as, an                     
inducement or encouragement to buy or sell any securities of                    
USBANCORP or Three Rivers Bancorp.  The information contained in                
this Information Statement is believed to be accurate as of the                 
date set forth on its cover.  Changes may occur after that date,                
and neither USBANCORP nor Three Rivers Bancorp will update the                  
information except in the normal course of their respective                     
public disclosures.                                                             

FORWARD-LOOKING STATEMENTS              

This Information Statement contains various forward-looking           
statements and includes assumptions concerning Three Rivers'                    
beliefs, plans, objectives, goals, expectations, anticipations                  
estimates, intentions, operations, future results, and                          
prospects, including statements that include the words "may,"                   
"could," "should," "would," "believe," "expect," "anticipate,"                  
"estimate," "intend," "plan" or similar expressions.  These                     
forward-looking statements are based upon current expectations                  
and are subject to risk and uncertainties. In connection with                   
the "safe harbor" provisions of the Private Securities                          
Litigation Reform Act of 1995, Three Rivers provides the                        
following cautionary statement identifying important factors                    
(some of which are beyond Three Rivers' control) which could                    
cause the actual results or events to differ materially from                    
those set forth in or implied by the forward-looking statements                 
and related assumptions.                                                        

Such factors include the following:  (i) risk resulting               
from the Distribution and the operation of Three Rivers Bank as                 
a separate independent company, (ii) the effect of changing                     
regional and national economic conditions; (iii) the effects of                 
trade, monetary and fiscal policies and laws, including interest                
rate policies of the Board of Governors of the Federal Reserve                  
System; (iv) significant changes in interest rates and                          
prepayment speeds; (v) inflation, stock and bond market, and                    
monetary fluctuations; (vi) credit risks of commercial, real                    
estate, consumer, and other lending activities; (vii) changes in                
federal and state banking and financial services laws and                       
regulations; (viii) the presence in Three Rivers' market area of                
competitors with greater financial resources than Three Rivers;                 
(ix) the timely development of competitive new products and                     
services by Three Rivers Bank and the acceptance of those                       
products and services by customers and regulators (when                         
required); (x) the willingness of customers to substitute                       
competitors' products and services for those of Three Rivers                    
Bank and vice versa; (xi) changes in consumer spending and                      
savings habits; (xii) unanticipated regulatory or judicial                      
proceedings; and (xiii) other external developments which could                 
materially impact Three Rivers Bank's operational and financial                 
performance.                                                                    

The foregoing list of important factors is not exclusive,             
and neither such list nor any forward-looking statement takes                   
into account the impact that any future acquisition may have on                 
Three Rivers and on any such forward-looking statement.  We do                  
not undertake to update any forward-looking statement, whether                  
written or oral, that we may make from time to time.                            

SUMMARY               

This summary is qualified by the more detailed information            
set forth elsewhere in this Information Statement, which should                 
be read in its entirety.                                                        

Distributing Company.........   USBANCORP, Inc.                                 

Three Rivers Bancorp, Inc....   Three Rivers Bancorp, Inc., has                 
               received permission to become a
              bank holding company for Three
          Rivers Bank.  Three Rivers
             Bancorp and Three Rivers Bank
    are headquartered in
              Monroeville, Pennsylvania.  At
                September 30, 1999, Three Rivers
         Bank had $1.05 billion in
         assets, $548.9 million in
           deposits, $469.0 million in
          loans and $50.3 million in
               shareholders' equity (excluding
          net assets of discontinued
             mortgage banking operations).

What USBANCORP will                                                             
distribute to you..........   You will receive one share of                 
           Three Rivers Bancorp Common
             Stock for every two shares of
               USBANCORP common stock you own.
               See "The Distribution -- Manner
               of Effecting the Distribution."
             Fractional shares, other than
             those held by participants in
                certain USBANCORP plans, will be
               aggregated into whole shares of
             Three Rivers common stock and
              sold on the open market by the
            Distribution Agent, with the
               proceeds distributed to holders
               who would otherwise be entitled
             to receive fractional shares.
               See "The Distribution -- Manner
               of Effecting the Distribution."
                You will not need to pay for the
              shares of Three Rivers Bancorp
             Common Stock you receive, nor
       will you be required to
               surrender or exchange USBANCORP
                common stock in order to receive
           Three Rivers Bancorp Common
Stock.          

The Number of Shares We                                                         
Will Distribute............   We will distribute to our                     
          shareholders approximately
           6.7 million shares of Three
            Rivers Bancorp Common Stock,
                based on the number of shares of
      USBANCORP common stock
 outstanding as of
         __________________, 2000.
        USBANCORP will retain no
          ownership in Three Rivers.
          However, immediately after
             the Distribution Date, shares
              of Three Rivers Bancorp Common
          Stock will be owned by the
            Pension Plan, Profit Sharing
       Plan and 401(k) Plan of
        USBANCORP and U.S. Bank.

What Conditions Must be                                                         
Satisfied Before We Make                                                    
the Distribution...........   We will not make the                          
    Distribution unless:

             -  we receive a favorable
                  ruling from the Internal
                  Revenue Service that the
                     Distribution is tax free to
        us and to you,

                 -  we receive Federal Reserve
                Board and Pennsylvania
               Department of Banking
    approvals,

               -  the Three Rivers Bancorp
                  Common Stock is approved
                   for listing on the Nasdaq
              National Market, and

             -  our Board of Directors
                  approves the final terms
              of the Distribution,
            including, without
                limitation, the formal
                   declaration of a dividend
                 to our shareholders and
                other specific actions
          necessary to the
       Distribution.

               We may amend, modify or abandon
            the Distribution at any time
               prior to the Distribution Date.

Trading Market and Symbol....   There is currently no public                    
               market for Three Rivers Bancorp
           Common Stock.  Three Rivers
           Bancorp has applied to list
              its Common Stock on the Nasdaq
                National Market under the symbol
             "TRBC."  We expect that Three
                Rivers Bancorp Common Stock will
              be approved for listing on the
               Nasdaq National Market and that
          trading will commence on a
               "when-issued" basis on or after
the Record Date.

Record Date..................   __________________, 2000.                       

Distribution Agent...........   BankBoston, N.A.                                

Distribution Date............   __________________, 2000.  We                   
             will transfer shares of Three
              Rivers Bancorp Common Stock to
              the Distribution Agent for the
                benefit of the record holders of
                our common stock at the close of
            business on the record date.

Tax Consequences.............   We have applied for a ruling                    
         from the Internal Revenue
             Service that the Distribution
             will be tax free to us and to
               you, our shareholders, for U.S.
            Federal income tax purposes.
           Receipt of this ruling is a
              condition to the Distribution.
            See "The Distribution - U.S.
               Federal Income Tax Consequences
               of the Distribution" for a more
           detailed description of the
               Federal income tax consequences
    of the Distribution.

Why USBANCORP is Making the                                                     
Distribution...............   USBANCORP's management and Board              
                of Directors have concluded that
               the Distribution is in the best
              interests of USBANCORP and its
                shareholders.  They believe that
           the Distribution will:  (i)
            enhance the ability of Three
           Rivers Bank to raise equity
               capital on a substantially more
           cost effective basis and to
    facilitate potential
              acquisitions, (ii) improve the
            ability of both Three Rivers
               Bank and U.S. Bank, USBANCORP's
               other bank subsidiary, to focus
           on their respective banking
             businesses, which differ with
     respect to both union
           representation of employees
       (certain of U.S. Bank's
              employees are represented by a
           labor union) and geographic
market area, and
         (iii) permit U.S. Bank to
             negotiate with its union with
       respect to the possible
             implementation of an employee
     stock ownership plan.

Relationship between USBANCORP                                                  
and Three Rivers after the                                                  
Distribution  .............   After the Distribution,                       
                USBANCORP will have no ownership
        interest in Three Rivers
             Bancorp or Three Rivers Bank,
                and Three Rivers Bancorp will be
             an independent, publicly-held
         company owning all of the
            outstanding capital stock of
            Three Rivers Bank.  However,
     immediately after the
                Distribution Date, approximately
           ____ shares of Three Rivers
            Bancorp Common Stock (__% of
               the estimated total outstanding
            shares) will be owned by the
            Pension Plan, Profit Sharing
       Plan and 401(k) Plan of
               USBANCORP and U.S. Bank.  Three
             Rivers Bancorp, USBANCORP and
               their banking subsidiaries will
               enter into agreements governing
            their relationship after the
             Distribution.  The agreements
              will provide for each party to
         make identified services,
               records and personnel available
             to the other.  They will also
         provide for allocation of
       assets, liabilities and
             responsibilities between them
        with respect to employee
             benefits and compensation and
     for allocation of tax
            liabilities between them for
              periods prior to and after the
Distribution.   

Spin-Off of Standard Mortgage                                                   
Corporation of Georgia to                                                   
USBANCORP                     Standard Mortgage Corporation of              
              Georgia ("SMC") is currently a
                wholly owned subsidiary of Three
          Rivers Bank engaged in the
          mortgage banking business.
                Prior to the Distribution, Three
               Rivers Bank will distribute all
                of the outstanding shares of the
       capital stock of SMC to
                USBANCORP, so that SMC will be a
          wholly owned subsidiary of
               USBANCORP.  At and for the nine
                months ended September 30, 1999,
       SMC had total assets of
                $51.5 million, total liabilities
               of $40.9 million, shareholders'
           equity of $10.7 million and
          year-to-date net income of
$200,000.       

Three Rivers Dividend                                                           
Policy.....................   The payment and the amount of                 
              cash dividends by Three Rivers
              Bancorp after the Distribution
      will be subject to the
          discretion of its Board of
              Directors.  Dividend decisions
            will be based on a number of
              factors including Three Rivers
            Bank's operating results and
           financial requirements on a
            stand-alone basis as well as
        legal restrictions.  See
            "Description of Three Rivers
       Bancorp Capital Stock -
Dividends."     

Principal Office of Three                                                       
Rivers.....................   The executive offices of Three                
              Rivers Bancorp will be located
            at 2681 Moss Side Boulevard,
                Monroeville, Pennsylvania  15146

SHAREHOLDERS WITH QUESTIONS MAY CALL:             

For questions relating to the Distribution and delivery of            
Three Rivers Bancorp Common Stock certificates, call BankBoston,                
N.A. at:                                                                        

(   )   -                     

For other questions, call USBANCORP's Manager, Shareholder            
Relations at:                                                                   

(814) 533-5310                

No person is authorized by USBANCORP or Three Rivers                  
Bancorp to give any  information or to make any  representations                
other than those contained in this information statement, and,                  
if given or made, such information or representations must not                  
be relied upon as having been authorized.                                       

INTRODUCTION              

Three Rivers Bank, is currently a wholly owned subsidiary             
of USBANCORP.  After careful review and analysis, the Board of                  
Directors of USBANCORP has concluded that the Distribution is in                
the best interests of USBANCORP and its shareholders.  The Board                
of Directors believes that the Distribution will:                               

(i)   enhance the ability of Three Rivers                   
Bank to raise equity capital on a               
substantially more cost effective basis         
and to facilitate potential acquisitions;       

(ii)  improve the ability of both Three Rivers              
Bank and U.S. Bank, USBANCORP's other           
bank subsidiary, to focus on                    
their respective banking businesses, which      
differ with respect to both union               
representation of employees (certain of         
U.S. Bank's employees are represented by        
a labor union) and geographic market area;      
and                                             

(iii) permit U.S. Bank to negotiate with its union          
with respect to the possible implementation of  
an employee stock ownership plan.               

To effect the Distribution, USBANCORP will:                           

- cause Three Rivers Bank to distribute                       
to USBANCORP all of the outstanding capital               
stock of Standard Mortgage Corporation of                 
Georgia, a wholly owned subsidiary of Three               
Rivers Bank;                                              

- form Three Rivers Bancorp, Inc. as a                        
USBANCORP subsidiary for the purpose of                   
serving as the holding company for Three                  
Rivers Bank;                                              

- contribute all the outstanding capital stock                
of Three Rivers Bank to Three Rivers Bancorp;             
and                                                       

- distribute all the outstanding Common Stock of              
Three Rivers Bancorp to USBANCORP's shareholders.         

After the Distribution, Three Rivers Bancorp will be a                
regional bank holding company headquartered in Monroeville,                     
Pennsylvania, having 24 branches located in the Pennsylvania                    
counties of Allegheny, Washington and Westmoreland.  On a                       
pro forma basis, assuming that the Distribution was completed as                
of September 30, 1999, Three Rivers Bancorp had total assets,                   
loans and deposits of $1.05 billion, $469.0 million and                         
$548.9 million.  Three Rivers Bancorp's pro forma net income for                
the nine months ended September 30, 1999, was $7.2 million, and                 
its return on average total equity was 16.8%.  See "Business of                 
Three Rivers."                                                                  

THE DISTRIBUTION              

Reasons for the Distribution                                                    

USBANCORP's management has proposed the Distribution to:              

(i) enhance the ability of Three Rivers Bank to raise       
equity capital on a substantially more cost effective basis and                 
to facilitate potential acquisitions;                                           

(ii) improve the ability of both Three Rivers Bank and      
U.S. Bank to focus on their respective banking businesses; and                  

(iii) permit U.S. Bank to negotiate with its labor            
union with respect to the possible implementation of an employee                
stock ownership plan.                                                           

Each of these reasons for the Distribution stems primarily            
from the incompatibility of U.S. Bank and Three Rivers Bank.                    
This incompatibility is due largely to the fact that U.S. Bank's                
non-management personnel are represented by the United                          
Steelworkers Union and are covered by a collective bargaining                   
agreement, while Three Rivers Bank employees are not covered by                 
a union agreement.  Banking in the United States is generally a                 
non-unionized industry.  We estimate that there are fewer than                  
20 unionized banks out of the 7,000 banking institutions in the                 
United States.  We believe that the presence of a union at U.S.                 
Bank prevents Three Rivers Bank and U.S. Bank from pursuing                     
separate strategies and achieving objectives appropriate to                     
their specific situations.                                                      

We believe, based on discussions with our investment                  
bankers, that the union presence creates market perceptions that                
have resulted in a discount in USBANCORP's stock price compared                 
to the stock price of its peers.  This discount in USBANCORP's                  
stock price is, in effect, an elimination of the "acquisition                   
premium" that is inherent in the stock price of most financial                  
institutions.  The "acquisition premium" is a significant                       
component of the fair market value of most financial                            
institutions that relates to their potential to be acquired.  It                
exists even if there is no intention on the part of management                  
to sell the institution.  The acquisition premium is caused by                  
the virtually universal expectation that the banking industry                   
will continue to consolidate.                                                   

We believe, based on discussions with our investment                  
bankers, that USBANCORP's stock price contains little or no                     
acquisition premium.  The financial markets do not perceive                     
USBANCORP as a potential acquisition target because investors                   
believe that potential acquirers fear the risks associated with                 
a banking entity that has a unionized workforce.  In turn,                      
because of the lack of acquisition premium, USBANCORP is not                    
viewed as a potential acquirer because its stock is less                        
attractive to potential sellers.  Potential targets typically                   
desire to be acquired by institutions that are themselves                       
perceived favorably as potential targets, so that their                         
shareholders (a) can remain invested in banking in a more                       
efficient and competitive institution, and (b) have an                          
opportunity to receive a second acquisition premium in a                        
subsequent sale.  In addition, potential targets also fear the                  
spread of union representation to the target's workforce.                       

With respect to the first business purpose, management of               
Three Rivers Bank would like to take part in the consolidation                  
of the banking industry by acquiring other banks.  Accordingly,                 
management would like to position Three Rivers Bank so that it                  
can raise capital through a Three Rivers Bancorp stock offering                 
and make acquisitions with the proceeds of such an offering, or                 
use its stock as acquisition capital.                                           

We believe, based on discussions with our investment                  
bankers, that the Distribution should enhance Three Rivers'                     
ability to expand through acquisitions.  First, Three Rivers                    
Bancorp and its subsidiaries will not be parties to any                         
collective bargaining agreements with unions and, therefore, any                
target bank's concerns regarding union affiliation will be                      
eliminated.  Secondly, as a nonunion affiliated group, the                      
price/earnings ratio of Three Rivers Bancorp's stock should                     
ultimately be more closely aligned with peer ratios, although no                
assurance can be given that it will do so.  If such market                      
valuation occurs, the value of Three Rivers Bancorp Common                      
Stock, as acquisition currency, would be more competitive with                  
its peers.  As a result, Three Rivers Bancorp would be better                   
able to pursue its strategy of being an acquirer of target banks                
or other financial service companies.                                           

Even if Three Rivers Bancorp is unable to expand through              
acquisitions, management believes that the Distribution will                    
allow Three Rivers Bancorp to raise capital through a public                    
offering at a per share price that is more consistent with the                  
stock price of its peers.  This additional capital would also                   
alleviate the potential for regulatory constraints on Three                     
Rivers Bank's ability to make certain types of loans and loans                  
within certain industries.  The strong loan demand from                         
customers, coupled with the stock repurchases that USBANCORP                    
management has been required to implement in order to remain                    
competitive, have caused certain of Three Rivers Bank's loan                    
concentrations, when tested by regulators as a percentage of                    
equity, to approach certain regulatory limitations.                             

For the foregoing reasons, our investment bankers have                
advised us that Three Rivers Bank be separated from USBANCORP                   
through a spin off so that Three Rivers Bank (through Three                     
Rivers Bancorp) will be better situated to participate in the                   
consolidation of the banking industry and to raise capital.                     

The second business purpose for the Distribution, which is            
related to the first purpose, is to remedy the lack of fit and                  
focus between Three Rivers Bank and U.S. Bank.  A separation of                 
these banks would allow each bank to pursue separate strategies                 
that are necessary to enhance each bank's performance and to                    
allow each bank to remain competitive by eliminating the                        
systemic management, operational and financing issues that have                 
arisen out of the fact that one bank is unionized while the                     
other is not.  Most notably, U.S. Bank has not been able to                     
aggressively grow or directly promote its union connection                      
because USBANCORP has been reluctant to allocate additional                     
capital to U.S. Bank for such purposes.                                         

The Distribution will allow U.S. Bank to aggressively                 
pursue its own business strategies including, among other                       
things, marketing itself as a union institution.  This strategy                 
will allow U.S. Bank to capitalize on its good relationship with                
the United Steelworkers of America, which represents about 65%                  
of U.S. Bank's total work force.  In 1998, U.S. Bank received                   
the Pennsylvania Governor's Award for outstanding labor-                        
management cooperation.  In October 1999, a four-year collective                
bargaining agreement was signed, which was approved by over 90%                 
of the union's voting members.  Management believes that this                   
contract will, among other things, allow it to expand customer                  
convenience by providing non-traditional hours of service, and                  
to facilitate certain of its post-Distribution strategies                       
described below.                                                                

Management does not believe that, after the Distribution,             
USBANCORP will be an acquisition target or likely acquiror of                   
other banks.  Rather, it anticipates internal growth for the                    
institution achieved through the successful implementation of                   
its business plan, which includes a plan to market the union as                 
a strength.                                                                     

After the Distribution, U.S. Bank intends to, among other             
things:                                                                         

-  commit the capital resources necessary to expand its               
presence into the demographically attractive Centre             
County, Pennsylvania market,                                    

-  actively advertise its union affiliation, including                
placing the United Steelworkers logo on selected                
print and electronic media advertising, and aggressively        
market its services to unions and union members in the          
western Pennsylvania market,                                    

-  include union representation on its board                          
of directors,                                                   

-  more aggressively seek to attract union                            
business in its trust department, including the                 
management of Taft-Hartley funds and other union                
pension and health and welfare funds, and                       

-  seek to attract union investment in USBANCORP stock.               

By focusing its business plan on U.S. Bank's strengths and            
opportunities, management of USBANCORP believes it will be able                 
to significantly grow its earnings stream to a level that,                      
coupled with its capital management strategies, will allow                      
USBANCORP to be an attractive investment for its shareholders.                  

As further evidence of the lack of fit and focus between              
the two banks, U.S. Bank is in a demographically older, slower                  
growth market, while Three Rivers Bank is in a younger, stronger                
growth market.  U.S. Bank enjoys a dominant market share in its                 
slow growth market, whereas Three Rivers Bank has only a small                  
share of the market it serves.  The different characteristics of                
each bank have resulted in the evolution of two distinct                        
business strategies.  Three Rivers Bank believes that it should                 
focus on its core commercial banking competence and not attempt                 
to be "all things to all people."  In seeking new commercial                    
banking customers, Three Rivers Bank will aggressively pursue an                
increased share of the greater Pittsburgh market.  By contrast,                 
U.S. Bank believes that it must have a full menu of banking and                 
investment products, including trust services, to offer its                     
older customer base.  As a result, U.S. Bank's corporate                        
strategy is to develop its full menu of services and cross                      
market as many services as possible to a relatively stable                      
customer base.                                                                  

Finally, the Distribution would allow USBANCORP and U.S.              
Bank to position themselves to negotiate and organize an                        
employee stock ownership plan (an "ESOP") for the benefit of                    
employees of the USBANCORP affiliated group.  In order to assist                
U.S. Bank in its negotiations with the union, U.S. Bank has                     
desired for some time to offer an employee stock ownership plan                 
("ESOP") to its employees.  However, because of the requirements                
of the Employee Retirement Income Security Act (ERISA),                         
USBANCORP is unable to initiate an ESOP at U.S. Bank unless                     
employees of Three Rivers Bank are also eligible to participate.                
The separation of Three Rivers Bank and U.S. Bank will enable                   
U.S. Bank to offer the creation of an ESOP to the union in                      
exchange for modifications in other benefit plans.  Any                         
implementation of the ESOP would be contingent on an agreement                  
being reached between U.S. Bank and the union with respect to                   
the terms of the ESOP.                                                          

Accordingly, USBANCORP has concluded that the long-term               
interests of both businesses are best served through the                        
creation of two separate, independent corporations which can                    
each focus on pursuing its own defined business strategies.                     

Manner of Effecting the Distribution                                            

On or before the Distribution Date, USBANCORP will transfer           
to BankBoston, N.A., as Distribution Agent for the benefit of                   
holders of record of USBANCORP Common Stock at the close of                     
business on __________________, 2000 (the "Record Date"), all                   
shares of Three Rivers Bancorp Common Stock then owned by                       
USBANCORP.                                                                      

The Distribution will be made to holders of record of                 
USBANCORP Common Stock at the close of business on the Record                   
Date, without any consideration being paid by such holders, on                  
the basis of one share of Three Rivers Bancorp Common Stock for                 
every two shares of USBANCORP Common Stock held on the Record                   
Date.  Three Rivers will participate in the Direct Registration                 
System to effect the Distribution, and shares of Three Rivers                   
Bancorp Common Stock will be distributed to USBANCORP                           
shareholders in book-entry form.  Commencing on or about the                    
Distribution Date, the Distribution Agent will begin mailing                    
account statements reflecting ownership of shares of Three                      
Rivers Bancorp Common Stock to holders of record of USBANCORP                   
Common Stock.  Any Three Rivers shareholders that would like to                 
receive a certificate representing their shares may contact the                 
Distribution Agent.  The shares of Three Rivers Bancorp Common                  
Stock will be fully paid and nonassessable and holders will not                 
be entitled to preemptive rights.  See "Description of Three                    
Rivers Capital Stock -- Three Rivers Bancorp Common Stock."                     

No fractional shares will be distributed as part of the               
Distribution, other than fractional shares that will be credited                
to the accounts of participants in certain USBANCORP plans as                   
described below.  The Distribution Agent will aggregate                         
fractional shares, other than those held by participants in such                
plans, into whole shares of Three Rivers Bancorp Common Stock                   
and sell them on the open market at prevailing prices on behalf                 
of holders who would otherwise be entitled to receive such                      
fractional share interests.  Any such persons entitled to                       
receive at least $0.01 will receive a cash payment for their                    
portion of the total sale proceeds.  Any persons entitled to                    
receive less than $0.01 will have their fractional shares                       
canceled.                                                                       

Distribution of Three Rivers Bancorp Common Stock with                
respect to USBANCORP Common Stock held in the USBANCORP and U.S.                
Bank Pension Plan, Profit Sharing Plan, and 401(k) Plan, and the                
USBANCORP Dividend Reinvestment Plan will be credited to                        
participants' accounts.  Fractional shares will be credited with                
respect to each of these plans other than the USBANCORP Dividend                
Reinvestment Plan.  Fractional shares with respect to the                       
USBANCORP Dividend Reinvestment Plan will be cashed out.  The                   
Distribution Agent will aggregate fractional shares held by                     
participants in the Dividend Reinvestment Plan into whole shares                
of Three Rivers Bancorp Common Stock and sell them on the open                  
market at prevailing prices on behalf of participants who would                 
otherwise be entitled to receive such fractional share                          
interests.  The Dividend Reinvestment Plan accounts of                          
participants entitled to receive at least $0.01 will receive a                  
cash payment for their portion of the total sale proceeds.  Any                 
accounts entitled to receive less than $0.01 will have their                    
fractional shares canceled.                                                     

The Distribution is subject to a number of conditions                 
including:                                                                      

(i)  receipt of a favorable ruling of the Internal          
Revenue Service that the Distribution will be tax-free to                       
USBANCORP and its shareholders;                                                 

(ii)  receipt of Federal Reserve Board and Pennsylvania       
Department of Banking regulatory approvals;                                     

(iii)  the Three Rivers Bancorp Common Stock being              
approved for listing on the Nasdaq National Market; and                         

(iv)  approval by USBANCORP's Board of Directors of the       
final terms of the Distribution, including, without limitation,                 
the formal declaration of a dividend to USBANCORP's shareholders                
and other specific actions necessary to the Distribution.                       

The USBANCORP Board of Directors may amend, modify or                   
abandon the Distribution at any time prior to the Distribution                  
Date.                                                                           

Results of the Distribution                                                     

Subsequent to the Distribution, which will be effective at            
11:59:59 p.m.  E.D.T. on the Distribution Date, Three Rivers                    
Bancorp, together with Three Rivers Bank and its subsidiaries,                  
will operate as an independent banking company, principally in                  
the Pennsylvania Counties of Allegheny, Washington and                          
Westmoreland.  USBANCORP, together with its subsidiaries U.S.                   
Bank, Standard Mortgage Corporation of Georgia, USBANCORP Trust                 
and Financial Services Company, United Bancorp Life Insurance                   
Company, USNB Financial Services Corporation, UBAN Associates,                  
Inc. and UBAN Mortgage Company, will continue to conduct                        
business principally in the Pennsylvania Counties of Cambria,                   
Somerset, Westmoreland and Centre.                                              

Relationship between USBANCORP and Three Rivers Bancorp after                   
the Distribution                                                                

After the Distribution, USBANCORP will have no ownership              
interest in Three Rivers Bancorp or Three Rivers Bank, and Three                
Rivers Bancorp will be an independent, publicly-owned company.                  
However, immediately after the Distribution Date, approximately                 
___ shares of Three Rivers Bancorp Common Stock (___% of the                    
estimated total outstanding shares) will be owned by USBANCORP's                
and U.S. Bank's Pension Plan, Profit Sharing Plan and 401(k)                    
Plan.  Three Rivers Bancorp and USBANCORP will enter into                       
certain agreements, described below, governing their                            
relationship subsequent to the Distribution and providing for                   
the allocation of tax liabilities and obligations arising from                  
periods prior to and after the Distribution.  Copies of the                     
forms of such agreements are filed with the Securities and                      
Exchange Commission as exhibits to the Registration Statement of                
which this Information Statement is a part.  The following                      
summarizes the material terms of such agreements, but is                        
qualified by reference to the text of such agreements.                          

Spin-Off of Standard Mortgage Corporation to USBANCORP                          

Standard Mortgage Corporation of Georgia ("SMC") is                   
currently a wholly owned subsidiary of Three Rivers Bank engaged                
in the mortgage banking business.  Prior to the Distribution,                   
Three Rivers Bank will distribute all of the outstanding shares                 
of the capital stock of SMC to USBANCORP, so that SMC will be a                 
wholly owned subsidiary of USBANCORP.  This internal                            
distribution is being effected:  (i)  because the business of                   
SMC will be more closely associated with the business plan of                   
USBANCORP than with that of Three Rivers Bancorp, and (ii) in                   
order to continue to provide USBANCORP with an income stream to                 
partially fund certain current debt service obligations that it                 
will retain after the Distribution.                                             

Separation Agreement                                                            

USBANCORP and Three Rivers Bancorp will enter into a                  
Separation Agreement, which will provide for, among other                       
things, certain services, records and personnel which USBANCORP                 
and Three Rivers Bancorp will make available to each other after                
the Distribution Date.                                                          

Services Agreement                                                              

To facilitate an orderly transition, USBANCORP and Three              
Rivers Bancorp may enter into a Services Agreement pursuant to                  
which USBANCORP may continue to provide, upon annual review,                    
certain services to Three Rivers, with the related costs and                    
expenses being paid by Three Rivers.  Three Rivers will                         
nonetheless have to utilize additional personnel to perform                     
certain services previously provided by USBANCORP, such as                      
investor relations, credit review and analysis and the chief                    
financial officer function.                                                     

Tax Separation Agreement                                                        

USBANCORP and Three Rivers Bancorp will enter into a Tax              
Separation Agreement (the "Tax Separation Agreement"), on behalf                
of themselves and their respective consolidated groups, that                    
reflects each party's rights and obligations with respect to                    
payments and refunds of taxes that are attributable to periods                  
beginning prior to and including the Distribution  Date and                     
taxes resulting from transactions effected in connection with                   
the Distribution.  The Tax Separation Agreement also expresses                  
each party's intention with respect to certain tax attributes of                
Three Rivers Bancorp after the Distribution.  The Tax Separation                
Agreement provides for payments between the two companies for                   
certain tax adjustments made after the Distribution that cover                  
pre-Distribution tax liabilities.  Other provisions cover the                   
handling of internal audits, settlements, stock options,                        
elections, accounting methods and return filing in cases where                  
both companies have an interest in the results of these                         
activities.                                                                     

Certain U.S. Federal Income Tax Consequences of the Distribution                

Prior to the Distribution, USBANCORP expects to receive a             
ruling from the Internal Revenue Service to the effect that the                 
Distribution will qualify as a tax-free Distribution under                      
Sections 355 and 368 of the Internal Revenue Code of 1986, as                   
amended (the "Code"), and, accordingly, that (i) except as                      
described below with respect to fractional shares, USBANCORP's                  
shareholders will not recognize income, gain or loss upon the                   
receipt of shares of Three Rivers Bancorp Common Stock; (ii) the                
aggregate tax basis of the shares of USBANCORP Common Stock and                 
Three Rivers Bancorp Common Stock (including any fractional                     
share interests to which a USBANCORP  shareholder is entitled)                  
held by a USBANCORP shareholder after the Distribution will be                  
the same as the tax basis of the shares of USBANCORP Common                     
Stock held by such shareholder immediately before the                           
Distribution, and will be allocated between the shares of Three                 
Rivers Bancorp Common Stock and USBANCORP Common Stock in                       
proportion to their relative fair market values on the                          
Distribution Date; (iii) the holding period of the shares of                    
Three Rivers Bancorp Common Stock received by a USBANCORP                       
shareholder (including any fractional share interests to which a                
USBANCORP shareholder is entitled) will include the holding                     
period of the shares of USBANCORP Common Stock with respect to                  
which the Distribution was made, provided that the shares of                    
USBANCORP Common Stock are held as a capital asset by such                      
shareholder on the Distribution Date; and (iv) cash received in                 
lieu of fractional share interests in Three Rivers Bancorp                      
Common Stock will give rise to gain or loss equal to the                        
difference between the amount of cash received and the tax basis                
allocable to such fractional share interests.  Such gain or loss                
will be capital gain or loss if the shares of USBANCORP Common                  
Stock are held as a capital asset on the Distribution Date.  The                
receipt of such a ruling is a condition to the Distribution.                    

The foregoing is a summary of the material U.S. Federal               
income tax consequences of the Distribution  under the law in                   
effect as of the date of this Information Statement.  IT DOES                   
NOT PURPORT TO COVER ALL INCOME TAX CONSEQUENCES AND MAY NOT                    
APPLY TO SHAREHOLDERS WHO ACQUIRED THEIR USBANCORP SHARES IN                    
CONNECTION WITH A GRANT OF SHARES AS COMPENSATION, WHO ARE NOT                  
CITIZENS OR RESIDENTS OF THE UNITED STATES, OR WHO ARE OTHERWISE                
SUBJECT TO SPECIAL TREATMENT UNDER THE CODE.  All USBANCORP                     
shareholders should consult their own tax advisors regarding the                
appropriate income tax treatment of their receipt of Three                      
Rivers Bancorp Common Stock, including the application of                       
Federal, state, local and foreign tax laws, and the effect of                   
possible changes in tax law that may affect the tax consequences                
described above.                                                                

SELECTED CONSOLIDATED FINANCIAL DATA              

The following selected consolidated financial data includes           
the operations of Three Rivers Bank on a consolidated basis,                    
excluding the balance sheet data and results of operations of                   
Standard Mortgage Corporation of Georgia, its wholly owned                      
subsidiary which will be spun off to USBANCORP prior to the                     
Distribution.  See "The Distribution--Spin-Off of Standard                      
Mortgage Corporation to USBANCORP."                                             

The following selected consolidated financial data of Three           
Rivers Bank should be read in conjunction with, and is qualified                
in its entirety by reference to, the audited Consolidated                       
Financial Statements, the unaudited Consolidated Financial                      
Statements and the related notes thereto included on pages F-2                  
to F-43.                                                                        

The pro forma selected financial data of Three Rivers                 
Bancorp set forth below is derived from the unaudited Pro Forma                 
Condensed Combined Financial Information included on pages F-36                 
to F-38.  The pro forma data does not purport to represent what                 
Three Rivers Bancorp's financial position or results of                         
operations would have been had it operated as a separate,                       
independent company, nor does it give effect to any events other                
than those discussed in the related notes.  The pro forma data                  
also does not purport to project Three Rivers Bancorp's                         
financial position or results of operations as of any future                    
date or for any future period.                                                  

The capital structure that existed when Three Rivers Bank             
operated as part of USBANCORP may not be representative of the                  
expected future capital structure as a separate, independent                    
company.  Accordingly, per share data for earnings and cash                     
dividends declared has not been presented except for pro forma                  
earnings per share for the nine months ended September 30, 1999,                
for which a distribution of one share of Three Rivers Bancorp                   
Common Stock for every two shares of USBANCORP Common Stock                     
outstanding was assumed.                                                        

                                                        [Enlarge/Download Table]

                                       PRO FORMA          NINE MONTHS                                                             
                                 NINE MONTHS ENDED    ENDED September 30,                     YEAR ENDED DECEMBER 31,             
                                 September 30, 1999      1999        1998       1998       1997(1)    1996(1)   1995(1)    1994(1)
                                     (unaudited)         (Dollars in thousands, except per share data and ratios)                 
                                                                                                                                  
Summary of Income State-                                                                                                          
  ment Data:                                                                                                                      
Total interest income                  $52,365       $   52,365   $ 51,068   $ 67,926   $ 65,103   $ 55,439   $ 50,812   $ 48,263 
Total interest expense                  30,132           30,132     28,800     38,455     36,032     29,371     27,724     22,108 
Net interest income                     22,233           22,233     22,268     29,471     29,071     26,068     23,088     26,155 
Provision for loan losses                  225              225        225        300        113         90        285        235 
Net interest income after provision for                                                                                           
 loan losses                            22,008           22,008     22,043     29,171     28,958     25,978     22,803     25,920 
Total non-interest income                4,341            4,341      5,081      6,918      5,282      4,866      5,175      4,573 
Total non-interest expense              16,130           15,700     15,235     20,320     19,598     21,558     18,927     20,669 
Income before income taxes              10,219           10,649     11,889     15,769     14,642      9,286      9,051      9,824 
  Provision for income taxes             3,040            3,168      3,591      4,762      4,522      2,523      2,513      3,353 

Income from continuing operations        7,179            7,481      8,298     11,007     10,120      6,763      6,538      6,471 
Per Common Share Data:                                                                                                            
Basic and diluted earnings                1.08             NR          NR         NR         NR         NR         NR          NR 
Book value at period end (2)              7.52             NR          NR         NR         NR         NR         NR          NR 
Balance Sheet and Other Data:                                                                                                     
Total assets                         1,050,230        1,050,532    972,156    985,586    947,669    838,568    741,125    702,034 
Loans and loans held for sale, net of                                                                                             
  unearned income                      469,039          469,039    468,974    468,194    466,615    431,928    367,940    444,831 
Allowance for loan losses                5,600            5,600      6,082      6,104      6,006      6,025      6,834      7,290 
Investment securities                                                                                                             
  available for sale                   398,297          398,297    318,649    327,669    279,461    182,793    166,814    149,267 
Investment securities held                                                                                                        
  to maturity                          131,903          131,903    148,521    149,988    167,339    180,226    163,001     71,275 
Deposits                               548,856          548,856    550,240    560,450    525,810    529,337    552,988    559,487 
Total borrowings                       441,445          441,445    350,091    354,272    360,844    253,529    133,783     95,201 
Stockholders' equity                    50,299           50,299     63,367     61,031     51,838     47,193     46,666     40,424 
Full-time equivalent employees             264              264        259        260        259        273        289        293 
Selected Financial Ratios:                                                                                                        
Return on average total equity           16.81            17.52      19.18      18.58      20.13      14.49      15.20      14.70 
Return on average assets                  0.94             0.98       1.18       1.16       1.14       0.87       0.91       0.92 
Loans and loans held for sale,                                                                                                    
  net of unearned income, as a percent                                                                                            
  of deposits, at period end             82.50            82.50      85.39      85.31      83.36      71.46      69.84      78.33 
Ratio of average total equity to                                                                                                  
  average assets                          5.58             5.58       6.17       6.27       5.68       6.00       6.00       6.28 
Interest rate spread (3)                  2.57             2.57       2.79       2.74       2.96       3.19       2.93       3.41 
Net interest margin (4)                   3.09             3.09       3.36       3.31       3.50       3.71       3.50       3.97 
Allowance for loan losses as a                                                                                                    
  percentage of loans and loans                                                                                                   
  held for sale, net of                                                                                                           
  unearned income, at period end          1.26             1.26       1.30       1.30       1.34       1.69       1.75       1.73 
Non-performing assets as a                                                                                                        
  percentage of loans and loans held                                                                                              
  for sale and other real estate                                                                                                  
  owned, at period end (5)                1.91             1.91       0.58       0.66       0.96       1.17       1.52       1.01 
Net charge-offs as a percentage of                                                                                                
  average loans                                                                                                                   
  and loans held for sale                 0.21             0.21       0.04       0.04       0.03       0.23       0.07       0.02 
One year GAP ratio, at period end(6)      0.75             0.75       0.79       1.02       0.64       0.84       0.78       0.86 

(1)  Includes the results of operation of Community Savings Bank                
for the period from January 1, 1994, until its merger with            
and into Three Rivers Bank on July 18, 1997.                          

(2)  Common stockholders' equity divided by outstanding common                  
shares at period end.                                                 

(3)  Represents the difference between the average yield earned                 
on interest earning assets, computed on a tax-equivalent              
basis, and the average rate paid on interest bearing                  
liabilities.                                                          

(4)  Represents net interest income, computed on a tax-                         
equivalent basis, as a percentage of average total interest           
earning assets.                                                       

(5)  See Note 8 of the Notes to the Combined Financial                          
Statements set forth elsewhere herein.                                

(6)  Represents rate sensitive assets (interest earning assets                  
which will mature or reprice within one year) divided by              
rate sensitive liabilities (interest bearing liabilities              
which will mature or reprice within one year).                        

MANAGEMENT'S DISCUSSION AND ANALYSIS OF               
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS              

Three Rivers Bancorp has only recently been formed and                
therefore, it has no results of operations.  As a result, this                  
discussion relates to the financial condition and results of                    
operations of Three Rivers Bank and its subsidiaries (excluding                 
Standard Mortgage Corporation of Georgia, the stock of which                    
will be distributed to USBANCORP prior to the Distribution) on a                
combined basis.                                                                 

The following discussion and analysis of financial                    
condition and results of operations of Three Rivers Bank should                 
be read in conjunction with the combined financial statements of                
Three Rivers Bank, including the related notes thereto, included                
elsewhere herein.                                                               

The following table summarizes some of Three Rivers Bank's            
key performance indicators for the nine months ended                            
September 30, 1999 and 1998, and for the three years ended                      
December 31, 1998, 1997 and 1996.                                               

                                                                [Download Table]

                          Nine Months Ended              Year Ended          
                            September 30,               December 31,         
                           1999       1998       1998       1997       1996  
                                    (In thousands, except ratios)            
                                                                             
Income from continuing                                                       
  operations             $7,481    $8,298      $11,007    $10,120    $ 6,763 
Return on average equity  17.52%    19.18%       18.58%     20.13%     14.49%
Return on average assets   0.98%     1.18%        1.16%      1.14%      0.87%


RESULTS OF OPERATIONS                                                           

PERFORMANCE OVERVIEW FOR THE NINE MONTHS ENDED SEPTEMBER 30,                    
1999 AND 1998 . . .Three Rivers Bank's income from continuing                   
operations ("net income") for year to date September 30, 1999                   
totaled $7.5 million.  The year to date 1999 results are                        
$817,000 or 9.9% lower than the $8.3 million reported for the                   
same period of 1998.  Three Rivers Bank's return on equity (ROE)                
averaged 17.52% for year to date September 30, 1999 which                       
represented a decrease from the 19.18% ROE reported in the same                 
nine month period of 1998.  The Bank's return on assets dropped                 
by 20 basis points to 0.98% for year to date September 30, 1999.                

Reduced non-interest income and higher non-interest                   
expenses negatively impacted both net income and ROE in the nine                
months ended September 30, 1999.  Specifically, non-interest                    
income decreased by $740,000 or 14.6%, while non-interest                       
expense increased by $465,000 or 3.1%.  The Bank's equity base                  
was reduced modestly by a drop in other comprehensive income due                
to a decline in value of the Bank's available for sale                          
securities portfolio.                                                           

PERFORMANCE OVERVIEW FOR THE YEARS ENDED DECEMBER 31, 1998, 1997                
AND 1996... Three Rivers Bank's net income for 1998 was                         
$11.0 million compared to net income of $10.1 million for 1997                  
and net income of $6.8 million for 1996.  When 1998 is compared                 
to 1997, the Bank's net income increased by $887,000 or 8.8%.                   
When 1997 is compared to 1996, the Bank's net income increased                  
by $3.4 million or 49.6%.  The Bank's return on equity averaged                 
18.58% for 1998 compared to 20.13% for 1997 and 14.49% for 1996.                

An increase in Three Rivers Bank's net interest margin and            
a higher level of non-interest income more than offset an                       
increased amount of non-interest expense resulting in an                        
earnings increase in 1998.  Specifically, total non-interest                    
income increased by $1.6 million or 31.0% while net interest                    
income also increased by $400,000 or 1.4% from the prior year.                  
This net $2.0 million increase in total revenue more than offset                
higher non-interest expense and an increase in the provision for                
loan losses.  Total non-interest expense was $722,000 or 3.7%                   
higher in 1998 while the provision for loan losses increased by                 
$187,000.                                                                       

When 1997 is compared to 1996, net interest income                    
increased by $3.0 million or 11.5% while total non-interest                     
income grew by $416,000 or 8.6%.  This increased revenue                        
combined with lower noninterest expense resulted in a $3.4                      
million or 49.6% increase in net income.  Overall, total non-                   
interest expense was $2.0 million or 9.1% lower in 1997,                        
primarily as a result of $2.5 million lower FDIC insurance                      
expense.  In 1996 a special assessment to recapitalize the                      
Savings Association Insurance Fund ("SAIF")insurance fund took                  
place resulting in higher levels of FDIC insurance.                             

NET INTEREST INCOME AND MARGIN ... Three Rivers Bank's net                      
interest income represents the amount by which interest income                  
on earning assets exceeds interest paid on interest bearing                     
liabilities.  Net interest income is a primary source of the                    
Bank's earnings; it is affected by interest rate fluctuations as                
well as changes in the amount and mix of earning assets and                     
interest bearing liabilities.  It is the Bank's philosophy to                   
strive to optimize net interest margin performance in varying                   
interest rate environments.                                                     

The following table summarizes Three Rivers' net interest             
income performance for each of the past three years and for the                 
nine months ended September 30, 1999 and 1998:                                  

                                                                [Download Table]

                          Nine Months Ended              Year Ended          
                            September 30,               December 31,         
                           1999       1998       1998       1997       1996  
                           (In thousands, except per share data and ratios)  
                                                                             
Interest Income          $52,365    $51,068    $67,926    $65,103    $55,439 
Interest expense          30,132     28,800    $38,455    $36,032    $29,371 
Net interest income       22,233     22,268    $29,471    $29,071    $26,068 
Tax-equivalent adjust-                                                       
  ment                       706        575        782        731        886 
Net tax-equivalent                                                           
  interest income         22,939     22,843    $30,253    $29,802    $26,954 
Net interest margin         3.09%      3.36%      3.31%      3.50%      3.71%

SEPTEMBER 30, 1999 NET INTEREST PERFORMANCE OVERVIEW . . .Three                 
Rivers Bank's net interest income on a tax-equivalent basis                     
increased by $96,000 or 0.42% due to a higher level of earning                  
assets.  Total average earning assets were $83.0 million higher                 
in nine month period ending September 30, 1999 due to a $83.2                   
million or 19.1% increase in investment securities.  The higher                 
amount of investment securities was funded primarily by a $64.9                 
million increase in FHLB advances and $12.0 million in deposits                 
acquired in a branch acquisition completed in February 1999.                    

The income benefit from this growth in earning assets was               
partially offset by a 27 basis point decline in the net interest                
margin to 3.09%.  The drop in the net interest margin reflects a                
46 basis point decline in the earning asset yield which more                    
than offset the benefit of a 23 basis point reduction in the                    
cost of funds.  The Bank has, however, experienced a                            
stabilization of the net interest margin on a quarterly basis in                
1999 due to a noticeable slowing of asset prepayment speeds, and                
continued growth in the higher yielding commercial loan                         
component of its loan portfolio.                                                

The overall growth in the earning asset base was one                  
strategy used by the Bank to leverage its capital.  The maximum                 
amount of leveraging the Bank can perform is controlled by                      
internal policy requirements to maintain a minimum asset                        
leverage ratio of no less than 6.0% (see further discussion                     
under Capital Resources) and to limit net interest income                       
variability to +/- 7.5% and net income variability to +/- 15%                   
over a twelve month period.  (See further discussion under                      
Interest Rate Sensitivity).                                                     

COMPONENT CHANGES IN NET INTEREST INCOME:  SEPTEMBER 30, 1999                   
VERSUS SEPTEMBER 30, 1998 . . . Regarding the separate                          
components of net interest income, Three Rivers Bank's total                    
tax-equivalent interest income for the nine month period ending                 
September 30, 1999 increased by $1.4 million or 2.8% when                       
compared to the same 1998 period.  This increase was due to the                 
previously mentioned $83 million or 9.2% increase in total                      
average earning assets which caused interest income to rise by                  
$2.2 million.  This positive factor was offset by a 46 basis                    
point drop in the earning asset yield to 7.18% that caused a                    
$924,000 reduction in interest income.  Within the earning asset                
base, the yield on the total loan portfolio declined by 47 basis                
points to 8.07% due to the downward repricing of floating rate                  
assets and the reinvestment of cash received on higher yielding                 
prepaying assets into loans with lower interest rates.  The                     
yield on total investment securities decreased by 31 basis                      
points to 6.32% due to accelerated mortgage prepayments and the                 
reinvestment of this cash into lower yielding securities. These                 
heightened prepayments reflect increased customer refinancing                   
activity due to drops in intermediate- and long-term interest                   
rates on the treasury yield curve particularly in the fourth                    
quarter of 1998 and first quarter of 1999.  This refinancing                    
activity slowed significantly beginning in the second quarter of                
1999 when the treasury yield curve began steepening again.                      

Three Rivers Bank's total interest expense for year to date           
September 30, 1999 increased by $1.3 million or 4.6% when                       
compared to the same 1998 period.  This higher interest expense                 
was due primarily to a $79 million increase in average interest                 
bearing liabilities.  The growth in interest bearing liabilities                
included a $16 million increase in interest bearing deposits due                
largely to the deposits acquired with the February 1999 branch                  
acquisition, net of certificate of deposit run-off and the sale                 
of one small branch office. The remainder of the interest                       
bearing liability increase occurred in FHLB advances which                      
increased by $65 million and were used to help fund the                         
previously mentioned earning asset growth.  Short-term                          
borrowings and FHLB advances had an average cost of 5.37% for                   
the nine months ending September 30, 1999 which was 33 basis                    
points lower than their cost in the prior year's same nine month                
period but 139  basis points greater than the average cost of                   
deposits which amounted to 3.98%.  The Bank was able to reduce                  
its cost of deposits by 25 basis points due primarily to lower                  
costs for certificates of deposit.  Overall, the Bank's total                   
cost of funds dropped by 23 basis points to 4.61% as the pricing                
declines for both deposits and borrowings were partially offset                 
by a greater use of borrowings to fund the earning asset base.                  

Three Rivers Bank recognizes that interest rate risk does             
exist from this use of borrowed funds to leverage the balance                   
sheet.  To neutralize a portion of this risk, Three Rivers Bank                 
has executed a total of $40 million of off-balance sheet hedging                
transactions which help fix the variable funding costs                          
associated with the use of short-term borrowings to fund earning                
assets.  (See further discussion under Note 18 to the                           
consolidated financial statements set forth elsewhere herein.)                  
The Bank also has asset liability policy parameters which limit                 
the maximum amount of borrowings to 40% of total assets.                        

1998 NET INTEREST PERFORMANCE OVERVIEW ... Net interest income                  
of Three Rivers Bank on a tax-equivalent basis increased by                     
$451,000 or 1.5%, due to a $61 million or 7.2% increase in                      
average earning assets in 1998 compared to 1997.  This increase                 
in average earning assets more than offset the negative impact                  
of a 19 basis point decline in the net interest margin to 3.31%.                
The drop in the net interest margin reflects a 20 basis point                   
decline in the earning asset yield due primarily to accelerated                 
mortgage prepayments in both the securities and loan portfolios                 
resulting from the flat treasury yield curve and the                            
reinvestment of these cash flows in lower yielding assets.  The                 
cost of funds remained relatively constant and only increased by                
one basis point.                                                                

Total average earning assets were $61 million higher in               
1998 due primarily to a $43 million or 10.9% increase in                        
investment securities and a $17 million or 3.7% increase in                     
average loans outstanding.  Three Rivers Bank was able to                       
achieve 37% loan growth in commercial loans, and moderate loan                  
growth in direct consumer loans and residential mortgage and                    
home equity loans, resulting in 0.34% net loan growth in 1998.                  
The higher level of investment securities resulted from more                    
active buying of securities in the second half of 1998 due to                   
expected declines in interest rates and to position the balance                 
sheet for the inflow of deposits from a branch acquisition that                 
occurred in February 1999.                                                      

COMPONENT CHANGES IN NET INTEREST INCOME: 1998 VERSUS 1997 ...                  
Regarding the separate components of net interest income, Three                 
Rivers Bank's total interest income for 1998 increased by $2.8                  
million or 4.3% when compared to 1997.   This increase was due                  
primarily to a $61 million or 7.2% increase in total average                    
earning assets which caused interest income to rise by $4.1                     
million.  This positive factor was partially offset by a 20                     
basis point drop in the earning asset yield to 7.55% that caused                
a $1.3 million reduction in interest income.  Within the earning                
asset base, the yield on total investment securities decreased                  
by 31 basis points to 6.56%, as accelerated mortgage prepayment                 
speeds caused increased amortization expense on mortgage-backed                 
securities which had been purchased at a premium.  The yield on                 
the total loan portfolio declined by three basis points to 8.45%                
due to the downward repricing of floating rate assets and the                   
reinvestment of cash received on higher yielding prepaying                      
assets into loans with lower interest rates.  These heightened                  
prepayments reflect increased customer refinancing activity due                 
to drops in intermediate- and long-term interest rates on the                   
treasury yield curve in 1998.  Note that the decline in the loan                
portfolio yield was not as significant as the drop in the                       
investment securities portfolio yield, due partially to the                     
collection of prepayment penalties on certain commercial                        
mortgage loan pay-offs and a favorable shift in the loan                        
portfolio mix away from lower yielding indirect auto loans.                     

Continued improvement in the loan-to-deposit ratio                    
contributed to the earning asset growth.  Three Rivers Bank's                   
loan-to-deposit ratio averaged 85.31% in 1998 compared to an                    
average of 83.36% for 1997.  This loan growth resulted primarily                
from the Bank's ability to originate middle market commercial                   
loans in a market place dominated by a few large commercial                     
lenders.  The other contributing factor to the loan growth was a                
stable economic environment.                                                    

Three Rivers Bank's total interest expense for 1998                   
increased by $2.4 million or 6.7% when compared to 1997.  This                  
higher interest expense was due primarily to a $48.4 million                    
increase in average interest bearing liabilities.  The growth in                
interest bearing liabilities came primarily from $10.2 million                  
in short-term and $36.5 million in Federal Home Loan Bank                       
borrowings.  For 1998, the Bank's total level of short-term                     
borrowed funds and FHLB advances averaged $326.7 million or                     
34.6% of total assets compared to an average of $280.0 million                  
or 31.7% of total assets for 1997.  These borrowed funds had an                 
average cost of 5.63% in 1998 which was 143 basis points greater                
than the average cost of interest bearing deposits of 4.20%.                    
The greater dependence on borrowings to fund earning assets was                 
the primary factor responsible for the one basis point increase                 
in the total cost of interest bearing liabilities to 4.80% in                   
1998.  This increase in the total cost of funds occurred despite                
a six basis point drop in the cost of interest bearing deposits                 
to 4.20%, as management was able to reprice all major deposit                   
categories downward in 1998.                                                    

To neutralize a portion of its interest rate risk, Three              
Rivers Bank has executed a total of $25 million of off-balance                  
sheet hedging transactions which help fix the variable funding                  
costs associated with the use of short-term borrowings to fund                  
earning assets.  If new loan opportunities do not occur or if                   
the incremental spread on new investment security purchases is                  
not at least 100 basis points greater than the short-term                       
borrowed funds costs, then the Bank will reduce its leverage of                 
the balance sheet by paying-off borrowings.                                     

1997 NET INTEREST PERFORMANCE OVERVIEW ... Three Rivers Bank's                  
net interest income on a tax-equivalent basis increased by $2.8                 
million or 10.6% in 1997 compared to 1996 due to growth in                      
earning assets.  Total average earning assets were $109 million                 
higher in 1997 with approximately a 15% growth in both loans and                
investment securities.  Specifically, total loans grew by $61                   
million or 15.9% while investment securities increased by $50                   
million or 14.3%.  Despite this balanced growth in the earning                  
asset base, the net interest margin declined by 13 basis points                 
to 3.50%.  An increased use of borrowings from the Federal Home                 
Loan Bank to fund the earning asset growth combined with a 14                   
basis point increase in interest bearing deposits caused the                    
compression in the net interest margin.                                         

COMPONENT CHANGES IN NET INTEREST INCOME: 1997 VERSUS 1996 ...                  
Regarding the separate components of net interest income, Three                 
Rivers Bank's total tax-equivalent interest income for 1997                     
increased by $9.5 million or 16.9% when compared to 1996.  This                 
increase was due primarily to a $109 million or 14.8% increase                  
in total average earning assets which caused interest income to                 
rise by $8.6 million.  The remainder of the increase in interest                
income was caused by a 14 basis point improvement in the earning                
asset yield to 7.75%.  Within the earning asset base, the yield                 
on total investment securities increased by 24 basis points to                  
6.87% while the yield on the total loan portfolio increased by                  
five basis points to 8.48%.                                                     

The loan-to-deposit ratio of Three Rivers Bank averaged               
83.36% in 1997, compared to an average of 71.46% in 1996.  The                  
loan yield benefited from a $6.7 million or 20.6% growth in the                 
commercial loan portfolio.  Total commercial and commercial                     
mortgage loans comprised 45.1% of total loans at December 31,                   
1997, compared to 41.8% at December 31, 1996.  The higher                       
commercial loan totals resulted from increased production from                  
middle market and small business lending (loans of less than                    
$250,000).                                                                      

The Bank's total interest expense for 1997 increased by               
$6.7 million or 22.7% when compared to 1996 due primarily to a                  
$99.7 million increase in average interest bearing liabilities.                 
The remainder of the increase was due to a 29 basis point rise                  
in the cost of funds to 4.79%.  The cost of deposits increased                  
by 14 basis points to 4.26%.  Within the liability mix, total                   
average borrowed funds increased by $107 million in order to                    
fund the earning asset growth and replace a $3.5 million outflow                
in deposits.  For 1997, the Bank's total level of short-term                    
borrowed funds and FHLB advances averaged $280 million or 31.7%                 
of total assets compared to an average of $172 million or 22.1%                 
of total assets for 1996.  These borrowed funds had an average                  
cost of 5.61% in 1997 which was 135 basis points greater than                   
the average cost of interest bearing deposits which amounted to                 
4.26%.  The combination of all these price and liability                        
composition movements caused the Bank's average cost of interest                
bearing liabilities to increase by 29 basis points from 4.50% in                
1996 to 4.79% in 1997.                                                          

AVERAGE BALANCE SHEETS                                                          

The table that follows provides an analysis of net interest           
income on a tax-equivalent basis setting forth (i) average                      
assets, liabilities and stockholders' equity, (ii) interest                     
income earned on interest earning assets and interest expense                   
paid on interest bearing liabilities, (iii) average yields                      
earned on interest earning assets and average rates paid on                     
interest bearing liabilities, (iv) Three Rivers' interest rate                  
spread (the difference between the average yield earned on                      
interest earning assets and the average rate paid on interest                   
bearing liabilities), and (v) Three Rivers' net interest margin                 
(net interest income as a percentage of average total interest                  
earning assets). For purposes of this table, loan balances                      
include non-accrual loans and interest income on loans includes                 
loan fees or amortization of such fees which have been deferred,                
as well as interest recorded on non-accrual loans as cash is                    
received.  Additionally, a tax rate of approximately 34% is used                
to compute tax equivalent yields.                                               

                                                        [Enlarge/Download Table]

                                              Nine months ended September 30,             
                                           1999                            1998           
                                           Interest                       Interest        
                               Average      Income/   Yield/    Average    Income/  Yield/
                               Balance      Expense    Rate     Balance    Expense   Rate 
                                                                                          
Interest earning assets:                  (In thousands, except percentages)              
  Loans, net of unearned                                                                  
    income                   $  462,426    $28,439     8.07%  $462,765    $29,962    8.54%
  Deposits with banks             1,052         19     2.39        874          5    0.82 
  Federal funds sold and                                                                  
    securities purchased                                                                  
    under agreement to resale         -          -        -         31          1    5.50 
  Investment securities and                                                               
    investment securities                                                                 
    available for sale:                                                                   
    Available for sale          375,501     17,742     6.30    275,340     13,612    6.59 
    Held to maturity            143,279      6,871     6.39    160,279      8,063    6.71 
    Total investment                                                                      
      securities                518,780     24,613     6.32    435,619     21,675    6.63 

Total interest earning                                                                    
  asset/interest income         982,258     53,071     7.18    899,289     51,643    7.64 
Non-interest earning assets:                                                              
  Cash and due from banks        16,504                         14,326                    
  Premises and equipment          4,989                          4,536                    
  Other assets                   24,570                         25,213                    
  Allowance for loan losses      (5,898)                        (6,054)                   
TOTAL ASSETS                  1,022,423                        937,310                    
Interest bearing liabilities:                                                             
  Interest bearing deposits:                                                              
    Interest bearing demand      44,315        323     0.97     42,491        309    0.97 
    Savings                      66,727        891     1.79     65,599        781    1.59 
    Money Market Accts           58,513      1,306     2.98     50,132      1,050    2.80 
    Other time                  314,551     11,874     5.05    310,305     12,670    5.46 
    Total interest bearing                                                                
      deposits                  484,106     14,394     3.98    468,527     14,810    4.23 
    Borrowings:                                                                           
    Federal funds purchased,                                                              
      securities sold under                                                               
      agreements to repurchase                                                            
      and other short-term                                                                
      borrowings                 53,818      2,041     5.13     54,409      2,304    5.66 

    Advances from Federal                                                                 
      Home Loan Bank            332,505     13,485     5.42    267,636     11,420    5.70 
    Long-term debt                2,756        212    10.40      3,531        266   10.07 
Total interest bearing                                                                    
  liabilities/interest                                                                    
  expense                       873,185     30,132     4.61    794,103     28,800    4.84 
Non-interest bearing                                                                      
  liabilities:                                                                            
  Demand Deposits                82,443                         76,559                    
  Other liabilities               9,694                          8,794                    
Stockholders' equity             57,101                         57,854                    
TOTAL LIABILITIES AND                                                                     
  STOCKHOLDERS' EQUITY        1,022,423                        937,310                    

Interest rate spread                                   2.57                          2.79 
Net interest income/net                                                                   
  interest margin                           22,939     3.09                22,843    3.36 
Tax-equivalent adjustment                     (706)                          (575)        
Net interest income                         22,233                         22,268         

                                                        [Enlarge/Download Table]


                                                                      Year Ended December 31,                              
                                                 1998                          1997                         1996           
                                                Interest                     Interest                      Interest        
                                       Average   Income/  Yield/   Average    Income/   Yield/   Average    Income/  Yield/
                                       Balance   Expense   Rate    Balance    Expense    Rate    Balance    Expense   Rate 
                                                                                                                           
                                                                      (In thousands, except percentages)                   
Interest earning assets:                                                                                                   
  Loans, net of unearned income      $464,015   $39,688    8.45%  $447,295   $38,452     8.48%  $385,912   $33,109   8.43% 
  Deposits with banks                     815         8    0.92          -         -         -         -         -       - 
Federal funds sold and securities                                                                                          
    purchased under agreement to                                                                                           
    resale                                 23         1    5.49        218        11     5.12      2,218       120   5.33  
  Investment securities and                                                                                                
    investment securities available                                                                                        
    for sale:                                                                                                              
    Available for sale                283,785    18,510    6.52    211,322    14,590     6.90    161,323    10,504   6.51  
    Held to maturity                  158,117    10,501    6.64    187,086    12,781     6.83    187,236    12,592   6.73  
  Total investment securities         441,902    29,011    6.56    398,408    27,371     6.87    348,559    23,096   6.63  

Total interest earning asset/                                                                                              
  interest income                     906,755    68,708    7.55    845,921    65,834     7.75    736,689    56,325   7.61  
Non-interest earning assets:                                                                                               
  Cash and due from banks              14,523                       15,883                        17,886                   
  Premises and equipment                4,532                        4,825                         4,874                   
  Other assets                         25,425                       23,868                        24,555                   
    Allowance for loan losses          (6,069)                      (6,040)                       (6,602)                  
TOTAL ASSETS                          945,166                      884,457                       777,402                   
Interest bearing liabilities:                                                                                              
  Interest bearing deposits:                                                                                               
    Interest bearing demand            43,019       418    0.97     42,645       413     0.97     44,825       438   0.98  
    Savings                            65,399     1,042    1.59     66,633     1,218     1.83     66,663     1,372   2.06  
    Money Market Accts                 50,963     1,449    2.84     48,173     1,284     2.67     55,024     1,419   2.58  
    Other time                        310,109    16,805    5.42    309,220    16,986     5.49    307,707    16,287   5.29  
    Total interest bearing deposits   469,490    19,714    4.20    466,671    19,901     4.26    474,219    19,516   4.12  
  Borrowings:                                                                                                              
    Federal funds purchased,                                                                                               
      securities sold under                                                                                                
      agreements to repurchase and                                                                                         
      other short-term borrowings      50,475     2,772    5.49     40,285     2,253     5.59     28,748     1,544   5.37  

    Advances from Federal Home Loan                                                                                        
      Bank                            276,261    15,633    5.66    239,748    13,447     5.61    142,755     7,880   5.52  
    Long-term debt                      3,359       336   10.00      4,507       431     9.56      5,838       431   7.38  
Total interest bearing liabilities/                                                                                        
  interest expense                    799,585    38,455    4.80    751,211    36,032     4.79    651,560    29,371   4.50  
Non-interest bearing liabilities:                                                                                          
  Demand Deposits                      77,561                       73,660                        71,547                   
  Other liabilities                     8,790                        9,307                         7,619                   
Stockholders' equity                   59,230                       50,279                        46,676                   
TOTAL LIABILITIES AND STOCKHOLDERS'                                                                                        
  EQUITY                              945,166                      884,457                       777,402                   

Interest rate spread                                       2.74                          2.96                        3.19  
Net interest income/net interest                                                                                           
  margin                                         30,253    3.31               29,802     3.50               26,954   3.71  
Tax-equivalent adjustment                          (782)                        (731)                         (886)        
Net interest income                              29,471                       29,071                        26,068         

The average balance and yield on taxable securities was $399.4                  
million and 6.55%, $356.1 million and 6.87%, and $296.6 million                 
and 6.59% for 1998, 1997, and 1996, respectively.  The average                  
balance and tax-equivalent yield on tax-exempt securities was                   
$42.5 million and 6.69%, $42.3 million and 6.86%, and $51.9                     
million and 6.84% for 1998, 1997, and 1996, respectively.                       

Net interest income may also be analyzed by segregating the           
volume and rate components of interest income and interest                      
expense. The table below sets forth an analysis of volume and                   
rate changes in net interest income on a tax-equivalent basis.                  
For purposes of this table, changes in interest income and                      
interest expense are allocated to volume and rate categories                    
based upon the respective percentage changes in average balances                
and average rates. Changes in net interest income that could not                
be specifically identified as either a rate or volume change                    
were allocated proportionately to changes in volume and changes                 
in rate.                                                                        

                                                        [Enlarge/Download Table]

                                       1998 vs. 1997                 1997 vs. 1996        
                                     Increase(decrease)            Increase(decrease)     
                                     due to change in:             due to change in:      
                               Average     Average            Average   Average           
                                Volume       Rate     Total    Volume     Rate      Total 
                                                                                          
                                                   (In thousands)                         
Interest earned on:                                                                       
Loans, net of unearned income   $1,283    $  (121)   $1,162    $5,131    $  191    $5,322 
Deposits with banks                  8         -          8        -         -         -  
Federal funds sold and                                                                    
  securities purchased under                                                              
  agreements to resell             (11)         1       (10)     (104)       (5)     (109)
Investment securities            2,835     (1,172)    1,663     3,552       899     4,451 

Total interest income            4,115     (1,292)    2,823     8,579     1,085     9,664 

Interest paid on:                                                                         
Interest bearing demand                                                                   
  deposits                           5          0         5       (21)       (4)      (25)
Savings Deposits                   (22)      (154)     (176)       (1)     (153)     (154)
Money market                        79         86       165      (188)       53      (135)
Other time deposits                 53       (234)     (181)       80       619       699 
Federal funds purchased,                                                                  
  securities sold under                                                                   
  agreements to repurchase,                                                               
  and other short-term                                                                    
  borrowings                       558        (39)      519       643        66       709 
Advances from Federal Home                                                                
  Loan Bank                      2,065        121     2,186     5,437       130     5,567 
Long-term debt                    (116)        21       (95)        -         -         - 

Total interest expense           2,622       (199)    2,423     5,950       711     6,661 

Change in net interest income   $1,493    $(1,093)   $  400    $2,629    $  374    $3,003 

LOAN QUALITY                                                          

Three Rivers' written lending policies require                        
underwriting, loan documentation, and credit analysis standards                 
to be met prior to funding any loan. After the loan has been                    
approved and funded, continued periodic credit review is                        
required.  Credit reviews are mandatory for all commercial loans                
and for all commercial mortgages in excess of $500,000 within an                
18-month period. In addition, due to the secured nature of                      
residential mortgages and the smaller balances of individual                    
installment loans, sampling techniques are used on a continuing                 
basis for credit reviews in these loan areas.  The following                    
table sets forth information concerning Three Rivers' loan                      
delinquency and other non-performing assets:                                    

                                                        [Enlarge/Download Table]

                                      At September 30,            At December 31,      
                                      1999       1998       1998       1997       1996 
                                             (In thousands, except percentages)        
                                                                                       
Total loan delinquency (past                                                           
  due 30 to 89 days)                $4,101     $4,547     $5,473     $7,909     $9,838 
Total non-accrual loans              8,173      2,196      2,553      2,871      3,579 
Total non-performing assets(1)       8,982      2,737      3,116      4,508      5,053 
Loan delinquency as a percentage                                                       
  of total loans and loans held                                                        
  for sale, net of unearned income   0.87%      0.97%      1.17%      1.69%       2.28%
Non-accrual loans as a                                                                 
  percentage of total                                                                  
  loans and loans held                                                                 
  for sale, net of                                                                     
  unearned income                    1.74%      0.47%      0.55%      0.62%       0.83%
Non-performing assets as a                                                             
  percentage of total loans and                                                        
  loans held for sale, net of                                                          
  unearned income, and other                                                           
  real estate owned                  1.91%      0.58%      0.66%      0.96%       1.17%

(1)   Non-performing assets are comprised of (i) loans that are                 
on a non-accrual basis, (ii) loans that are contractually           
past due 90 days or more as to interest and principal               
payments of which some are insured for credit loss, and             
(iii) other real estate owned. All loans, except for loans          
that are insured for credit loss, are placed on non-                
accrual status immediately upon becoming 90 days past due           
in either principal or interest.                                    

Between December 31, 1998 and September 30, 1999, total               
loan delinquency declined by $1.4 million causing the                           
delinquency ratio to drop to 0.87%.  Total non-performing assets                
increased by $5.9 million since year-end 1998 causing the non-                  
performing assets to total loans ratio to increase to 1.91%.                    
The increase in non-performing assets and non-accrual loans is                  
due to one $6.5 million commercial mortgage loan on a                           
construction project for which a $500,000 specific reserve                      
allocation has been established.                                                

Between December 31, 1997 and December 31, 1998, each of              
the key asset quality indicators demonstrated improvement.                      
Total loan delinquency declined by $2.4 million causing the                     
delinquency ratio to drop to 1.17%.  Total non-performing assets                
decreased by $1.4 million since year-end 1997 causing the non-                  
performing assets to total loans ratio to drop to 0.66%.  The                   
overall improvement in asset quality resulted from enhanced                     
collection efforts on residential mortgage loans and continued                  
low levels of non-performing commercial loans.  These favorable                 
asset quality trends coupled with recoveries on loans previously                
charged-off of $224,000 supported Three Rivers Bank's ability to                
fund the loan loss provision at a level lower than the net                      
charge-off experience in 1998.  Between December 31, 1996 and                   
December 31, 1997, there were improvements in the total dollar                  
amount of delinquent loans outstanding from $9.8 million to $7.9                
million, non-accrual loans from $3.6 million to $2.9 million,                   
and non-performing assets from $5.1 million to $4.5 million.                    

ALLOWANCE AND PROVISION FOR LOAN LOSSES ... As described in more                
detail in the accounting policy footnote of the consolidated                    
financial statements set forth elsewhere in this Information                    
Statement, Three Rivers Bank uses a comprehensive methodology                   
and procedural discipline to maintain an allowance for loan                     
losses to absorb inherent losses in the loan portfolio. The                     
allowance can be summarized into three elements: 1) reserves                    
established on specifically identified problem loans, 2) formula                
driven general reserves established for loan categories based                   
upon historical loss experience and other qualitative factors                   
which include delinquency and non-performing loan trends,                       
concentrations of credit, trends in loan volume, experience and                 
depth of management, examination and audit results, effects of                  
any changes in lending policies, and trends in policy                           
exceptions, and 3) a general unallocated reserve which provides                 
conservative positioning in the event of variance from our                      
assessment in the regional and local economies and to provide                   
protection against credit risks resulting from other inherent                   
risk factors contained in the Bank's loan portfolio. Note that                  
the qualitative factors used in the formula driven general                      
reserves are evaluated quarterly (and revised if necessary) by                  
Three Rivers' management to establish allocations which                         
accommodate each of the listed risk factors. The following table                
sets forth changes in the allowance for loan losses and certain                 
ratios for the periods ended:                                                   

                                                        [Enlarge/Download Table]

                                   Nine Months Ended                                    Year Ended                          
                                     September 30,                                     December 31,                         
                                    1999          1998          1998          1997          1996          1995         1994 
                                                     (In thousands, except ratios and percentages)                          
                                                                                                                            
Balance at beginning of period:$   6,104    $    6,006    $    6,006    $    6,025    $    6,834    $    7,290   $    7,183 
Reduction due to disposition                                                                                                
  of business line                     -             -             -             -             -          (342)           - 
  Charge-offs:                                                                                                              
    Commercial                       682            84            86            81           801           298          165 
    Real estate-mortgage             208           142           183           174           156           135           84 
    Consumer                          76           107           157           183           142           207          218 
    Total charge-offs                966           333           426           438         1,099           640          467 
  Recoveries:                                                                                                               
    Commercial                       200            52            73           175           123           123          125 
    Real estate-mortgage              15           103           110            62             9            14           18 
    Consumer                          22            29            41            69            68           104          196 
    Total recoveries                 237           184           224           306           200           241          339 
Net charge-offs                      729           149           202           132           899           399          128 
Provision for loan losses            225           225           300           113            90           285          235 
Balance at end of period           5,600         6,082         6,104         6,006         6,025         6,834        7,290 
                              ==========    ==========    ==========    ==========    ==========    ==========   ========== 
Loans and loans held for                                                                                                    
  sale, net of unearned                                                                                                     
  income:                                                                                                                   
Average for the year             462,426       462,765       464,015       447,295       385,912       395,018      447,455 
  At period end                  469,039       468,974       468,194       466,615       431,928       367,940      444,831 
As a percent of average loans                                                                                               
  and loans held for sale:                                                                                                  
  Net charge-offs                   0.21%         0.04%         0.04%         0.03%         0.23%         0.10%        0.03%
  Provision for loan losses         0.07          0.07          0.06          0.03          0.02          0.07         0.05 
  Allowance for loan losses         1.21          1.31          1.32          1.36          1.56          1.73         1.63 
Allowance as a percent of                                                                                                   
  each of the following:                                                                                                    
  Total loans and loans held                                                                                                
    for sale, net of                                                                                                        
    unearned income                 1.19          1.30          1.30          1.29          1.39          1.86         1.64 
  Total delinquent loans                                                                                                    
  (past due 30 to 89 days)        136.55        133.76        111.53         75.94         61.24         87.81       168.52 
  Total non-accrual loans          68.52        276.96        239.09        209.20        168.34        149.61       244.06 
  Total non-performing assets      62.35        222.21        195.89        133.23        119.24        121.75       162.25 
Allowance as a multiple of                                                                                                  
  net charge-offs                   7.68x        40.82x        30.22x        45.50x         6.70x        17.33x       56.95x
Total classified assets          $18,674       $15,067       $17,555       $12,698       $11,113       $14,366       $6,988 

Three Rivers Bank's provision for loan losses for year to             
date September 30, 1999 totaled $225,000 or 0.07% of average                    
total loans.  The Bank's net loan charge-offs amounted to                       
$729,000 or 0.21% of average loans for the nine month period                    
ending September 30, 1999.                                                      

Three Rivers Bank recorded provisions for loan losses of              
$300,000 in 1998, $113,000 in 1997, and $90,000 in 1996.  When                  
expressed as a percentage of average loans, the provision has                   
increased from 0.02% to 0.06% over this three-year period.  The                 
Bank's net charge-offs amounted to $202,000 or 0.04% of average                 
loans in 1998, $132,000 or 0.03% of average loans in 1997, and                  
$899,000 or 0.23% of average loans in 1996                                      

The higher loan loss provision in 1998 was due to continued           
growth of commercial and commercial real-estate loans.  During                  
1998, commercial and commercial real-estate loans grew by $10.3                 
million or 4.9% while the growth rate for this higher risk loan                 
category was $30 million or 16.5% in 1997.  An increased level                  
of classified loans resulting from this loan growth also                        
supported the higher provision level.                                           

Since December 31, 1998, the balance in the allowance for             
loan losses has decreased by $504,000 due to the net charge-offs                
exceeding the loan loss provision.  Three Rivers Bank's                         
allowance for loan losses at September 30, 1999, was 62% of non-                
performing assets and 69% of non-accrual loans.  The reduction                  
in this coverage ratio since year end 1998 is due primarily to                  
an increased level of non-performing assets.  As mentioned                      
earlier, the increase in non-performing assets is due entirely                  
to a $6.5 million commercial mortgage loan for which a $500,000                 
specific reserve allocation has been established.  The allowance                
for loan losses of Three Rivers Bank was 196% of non-performing                 
assets and 239% of non-accrual loans at December 31, 1998.  Both                
of these coverage ratios were comparable with the prior year.                   
During 1998 and 1999, there were no changes in the estimation                   
methods or assumptions that affected the Bank's methodology for                 
assessing the appropriateness of the allowance for loan losses.                 
The Bank does not weight the unallocated general allowance among                
segments of the loan portfolio.                                                 

Three Rivers Bank management is unable to determine in what           
loan category future charge-offs and recoveries may occur.                      

The following tables set forth the allocation of the                  
allowance for loan losses among various categories at September                 
30, 1999 and 1998 and December 31, 1998, 1997 and 1996. This                    
allocation is determined by using the consistent procedural                     
discipline that was previously discussed. The entire allowance                  
for loan losses is available to absorb future loan losses in any                
loan category.                                                                  

            At September 30,
            1999                1998
                     Percent             Percent
                    of Total            of Total
          Amount     Loans    Amount     Loans
              (In thousands, except percentages)
Commercial                 $  300     11.38%   $  283     12.09%                
Commercial loans                                                                
secured by real                                                             
estate                    1,028     39.91     1,281     35.24               
Real estate-mortgage          188     42.28       202     45.63                 
Consumer                      205      6.43       174      7.04                 

Allocation to general                                                           
risk                      3,379               4,142                         
Allocation for                                                                  
impaired loans              500                   -                         
Total                      $5,600    100.00%   $6,082    100.00%                

                                                        [Enlarge/Download Table]

                                                                  At December 31,                                        
                                1998               1997                1996                1995               1994       
                                    Percent            Percent             Percent             Percent            Percent
                                   of Total           of Total            of Total            of Total           of Total
                          Amount     Loans   Amount     Loans    Amount     Loans    Amount     Loans   Amount     Loans 
                                                       (In thousands, except percentages)                                
                                                                                                                         
Commercial                $  279     11.44%  $  247      8.36%   $  378      7.49%   $  664      8.37%  $  909     12.04%
Commercial loans secured                                                                                                 
  by real estate           1,339     35.69    1,465     36.73     1,526     34.32     1,024     20.49    1,885     14.92 
Real estate-mortgage         213     45.51      216     48.22       286     50.12       193     63.36      226     58.09 
Consumer                     211      7.36      176      6.69       170      8.07       188      7.78      763     14.95 
Allocation to general                                                                                                    
  risk                     4,062              3,902               3,665               4,765              3,507           

Total                     $6,104    100.00%  $6,006    100.00%   $6,025    100.00%   $6,834    100.00%  $7,290    100.00%

Even though real estate-mortgage loans comprise 42% of                
Three Rivers Bank's total loan portfolio, only $188,000 or 3.4%                 
of the total allowance for loan losses is allocated against this                
loan category at September 30, 1999.  The real estate-mortgage                  
loan allocation is based primarily upon the Bank's five-year                    
historical average of actual loan charge-offs experienced in                    
that category.  The disproportionately higher allocations for                   
commercial loans and commercial loans secured by real estate                    
reflect the increased credit risk associated with this type of                  
lending, the evaluation of the previously mentioned qualitative                 
factors, and the Bank's historical loss experience in these                     
categories.  The higher allocation for consumer loans reflect                   
increased charge-offs due to personal bankruptcies over the past                
two years.  At September 30, 1999, management of the Bank                       
believes the allowance for loan losses was adequate to cover                    
potential inherent losses within the Bank's loan portfolio.                     

NON-INTEREST INCOME: NINE MONTHS ENDED SEPTEMBER 30, 1999 AND                   
1998 . . . Non-interest income for the nine month period ending                 
September 30, 1999 totaled $4.3 million which represented a                     
$740,000 or 14.6% decrease when compared to the same 1998                       
period.  This decrease was primarily due to the following items:                

- a $570,000 decrease in gains realized on investment                 
security sales because a steeper yield curve has limited                        
investment portfolio repositioning opportunities.                               

- a $252,000 decrease in gains realized on loans held for             
sale as a sharp drop in mortgage refinancing activity has                       
reduced both the volume and spread on loan sales into the                       
secondary market in 1999.                                                       

- a $64,000 or 9.2% increase in trust fees to $762,000 for            
the period ended September 30, 1999. This trust fee growth                      
reflects increased assets under management due to the profitable                
expansion of trust relationships.                                               

NON-INTEREST INCOME: 1998, 1997 and 1996 ... Non-interest income                
for 1998 totaled $6.9 million which represented a $1.6 million                  
or 31% increase when compared to 1997.  This increase was                       
primarily due to the following items:                                           

-  An $84,000 or 10.0% increase in trust fees to $927,000             
in 1998.                                                                        

-  A $1.2 million increase in gains realized on investment            
security sales caused by the Bank's decision to sell mortgage                   
backed securities which were experiencing rapid prepayments in                  
1998.  These security sales were part of an asset liability                     
management strategy to extend the duration of the portfolio                     
while maintaining yield.                                                        

-  A $507,000 or 59.1% increase in other income due in part           
to additional income resulting from ATM surcharging, other                      
processing fees, and revenue generated from annuity and mutual                  
fund sales in the Bank's financial service subsidiary.                          

-  A $270,000 or 27.7% decrease in wholesale cash                     
processing fees due to a loss of a significant wholesale cash                   
processing customer.                                                            

Non-interest income as a percentage of total revenue                  
increased from 15.10% in 1997 to 15.97% in 1998.  This                          
diversification of the revenue stream will continue to be a key                 
strategic focal point for Three Rivers Bank in the future.                      

Non-interest income for 1997 totaled $5.3 million which               
represented a $416,000 or 8.6% increase when compared to 1996.                  
This increase was primarily due to the following items:                         

-  A $52,000 or 6.6% increase in trust fees to $843,000 in            
1997.                                                                           

-  A $189,000 increase in gains realized on loans held for            
sale due to heightened residential mortgage origination and                     
sales activity.                                                                 

-  A $272,000 or 46.4% increase in other income due in part           
to additional income resulting from ATM transaction charges and                 
premium income commissions from insurance sales.                                

NON-INTEREST EXPENSE: NINE MONTHS ENDED SEPTEMBER 30, 1999 AND                  
1998 . . . Non-interest expense for the nine month period ending                
September 30, 1999 totaled $15.7 million which represented a                    
$465,000 or 3.1% increase when compared to the same 1998 period.                
This increase was primarily due to the following items:                         

- A $101,000 or 1.5% increase in salaries and employee                
benefits due to modest merit pay increases and increased medical                
insurance premiums.                                                             

- A $126,000 increase in goodwill and core deposit                    
amortization expense due to the amortization expense associated                 
with the core deposit premium resulting from the February 1999                  
branch acquisition and a full nine months of amortization                       
associated with the May 1998 acquisition of two National City                   
Bank branches.                                                                  

- A $94,000 increase in equipment expense as a result of              
increased depreciation on equipment purchased in early 1999,                    
some of which was associated with new branches.                                 

- An $81,000 increase in miscellaneous taxes and insurance.           

NON-INTEREST EXPENSE: 1998, 1997 and 1996. . . Non-interest                     
expense for 1998 totaled $20.3 million which represented a                      
$722,000 or 3.7% increase when compared to 1997.  This increase                 
was primarily due to the following items:                                       

-  A $129,000 or 1.4% increase in salaries and employee               
benefits due to merit pay increases, higher commission and                      
incentive payments, and increased pension expense.                              

-  A $107,000 or 9.1% increase in professional fees due to            
increased legal, investment advisory and other inter-company                    
support fees.                                                                   

-  A $355,000 increase in other expense due to higher                 
outside processing fees, increased advertising expense, and                     
costs associated with Year 2000 compliance.                                     

Non-interest expense for 1997 totaled $19.6 million which             
represented a $2.0 million or 9.1% decrease when compared to                    
1996.  This decrease was primarily due to the following items:                  

-  A $2.5 million decrease in FDIC deposit insurance                  
expense due to the non-recurrence of a $1.9 million special                     
assessment and lower basic deposit premium costs on SAIF-insured                
deposits.                                                                       

-  A $307,000 or 3.5% increase in salaries and employee               
benefits due to merit pay increases and increased                               
hospitalization premiums.                                                       

-  A $219,000 or 5.1% increase in other expense due to                
higher telecommunication costs, advertising expense, employee                   
training costs, and outside processing fees.                                    

YEAR 2000 ...The Year 2000("Y2K") issue is the result of                        
computer programs having been written using two digits, rather                  
than four, to define the applicable year.  Any of Three Rivers                  
Bank's computer systems that have date-sensitive software or                    
date-sensitive hardware could have potentially recognized a date                
using "00" as the Year 1900 rather than the Year 2000.  This                    
could have resulted in system failure or miscalculations causing                
disruptions of operations, including, among other things, a                     
temporary inability to process transactions, send statements or                 
engage in similar normal business activities.                                   

During 1999, Three Rivers Bank actively worked on the                 
Year 2000 computer issue and made significant progress in                       
ensuring that both its information technology and                               
non-information technology systems and applications were Y2K                    
compliant.  The Bank completed the inventory, assessment,                       
remediation, testing, and implementation phases of its Year 2000                
program.  Mission critical systems which had maintenance applied                
since their original Y2K test were retested.  The organization                  
practiced "clean management" of all mission critical and                        
critical systems.                                                               

The Y2K process has required that Three Rivers Bank work              
with vendors, third-party service providers, and customers to                   
determine the extent to which the Bank was vulnerable to these                  
parties' failure to remediate their own Year 2000 issue.  Prior                 
to December 31, 1999, all Mission critical vendors affirmed                     
their Year 2000 compliance, and no mission critical system                      
vendor changes occurred.                                                        

The Bank's business resumption plan was expanded to address           
the potential problems of Y2K such as a loss of power,                          
telecommunications, or the failure of a mission critical vendor.                
An outside consulting firm was retained to create a company wide                
business resumption plan.  The firm used its considerable                       
experience with business resumption planning and the existing                   
company contingency plans to create a business resumption plan                  
which supported our continued operation in the face of external                 
or internal Y2K caused disruptions.  A test of the branch plan                  
for operation was performed on June 19, 1999.  Customers were                   
served with no disruption.                                                      

As of the date of this Information Statement, the Bank is             
not aware of any event that has occurred with respect to the Y2K                
issue that has caused or is likely to cause a material adverse                  
effect on the business, financial condition or results of                       
operations of Three Rivers Bank.  The Bank did not suffer any                   
system failures or miscalculations causing disruptions of                       
operations in connection with the occurrence of Y2K.                            

Notwithstanding the foregoing, Three Rivers Bank recognizes           
the serious risks it faces regarding credit customers not                       
properly remediating their automated systems to conform with                    
Year 2000 related problems.  The failure of a loan customer to                  
prepare adequately to conform with Year 2000 could have an                      
adverse effect on such customer's operations and profitability,                 
in turn limiting their ability to repay loans in accordance with                
scheduled terms.  During the second half of 1998, the Bank                      
completed a detailed analysis of its major loan customer's                      
compliance with Year 2000.  The focus of the analysis was on                    
commercial credit exposures with balances in excess of $250,000                 
and included discussions between loan officers, customers, and                  
information system representatives in select cases.  As a result                
of this analysis, Three Rivers Bank currently believes that the                 
potential customer credit risk with Year 2000 will not have a                   
material adverse effect on the Bank's business, financial                       
condition or results of operations.                                             

The Bank did not incur any liquidity problems in connection           
with the occurrence of Y2K.  Outflow of deposits during the                     
weeks prior to January 1, 2000, was only slightly above normal.                 
From an asset/liability standpoint, during 1999 the Bank                        
emphasized deposit products that encouraged extension of shorter                
term maturities to products maturing after December 31, 1999 in                 
order to limit liquidity risk.                                                  

Three Rivers Bank used both internal and external resources           
to complete its comprehensive Y2K compliance program. Three                     
Rivers Bank currently estimates that the total cost to achieve                  
Y2K compliance was approximately $400,000.  Approximately 66% of                
this total cost represents incremental expenses to Three Rivers                 
Bank while approximately 34% represents the internal cost of                    
redeploying existing information technology resources to the Y2K                
issue.  Three Rivers Bank does not believe that these                           
expenditures had, or will have, a material impact on its results                
of operation, liquidity, or capital resources.                                  

NET OVERHEAD BURDEN ... Three Rivers Bank's efficiency ratio                    
(non-interest expense divided by total revenue) increased to                    
57.6% in the first nine months of 1999 compared to 54.6% for the                
same period of 1998.  Factors contributing to the higher                        
efficiency ratio in 1999 included the compression experienced in                
the net interest margin and an increased level of non-interest                  
expenses which included Year 2000 costs.  The amortization of                   
intangible assets also created a $278,000 nine month non-cash                   
charge that negatively impacted the efficiency ratio.  That                     
charge was $126,000 greater than in the same period in 1998.                    

Three Rivers Bank's efficiency ratio (non-interest expense            
divided by total revenue) averaged 54.67% in 1998 compared to                   
55.86% in 1997, and 67.75% in 1996.  Factors contributing to the                
better efficiency ratio in 1998 included the increased net                      
interest margin dollars, increased non-interest income, and from                
1996 to 1997, decreased non-interest expenses.  Total assets per                
employee improved 8.6% from $3.3 million for 1997 to $3.6                       
million for 1998.  Income from continuing operations per                        
employee averaged $42,400 in 1998 compared to $38,300 in 1997                   
and $24,600 in 1996.                                                            

INCOME TAX EXPENSE ... Three Rivers Bank's provision for income                 
taxes for year to date September 30, 1999 was $3.2 million                      
reflecting an effective tax rate of 29.8%.  The Bank's year to                  
date income tax provision through September 30, 1998 was $3.6                   
million for an effective tax rate of 30.2%.  The lower effective                
tax rate in 1999 was due to a reduced level of pre-tax income                   
combined with increased total tax-free asset holdings in year to                
date September 30, 1999.  The tax-free asset holdings consist                   
primarily of municipal investment securities, bank owned life                   
insurance, and commercial loan tax anticipation notes.                          

Three Rivers Bank's provision for income taxes for the year           
1998 was $4.8 million reflecting an effective tax rate of 30.2%.                
The Bank's 1997 income tax provision was $4.5 million reflecting                
an effective tax rate of 30.9%.  The Bank's 1996 income tax                     
provision was $2.5 million reflecting an effective tax rate of                  
27.2%.  The higher tax expense in 1998 was due to greater pre-                  
tax income, as the effective tax rate was relatively consistent                 
between years.  Between 1997 and 1996, the $2 million increase                  
in income tax expense was due to higher pre-tax earnings as the                 
level of tax-free income was relatively consistent between                      
years.                                                                          

BALANCE SHEET ... Three Rivers Bank's total consolidated assets                 
(excluding net assets of discontinued mortgage banking                          
operations) were $1.05 billion at September 30, 1999, compared                  
with $985.6 million at December 31, 1998, which represents an                   
increase of $65 million or 6.6%.  During the first nine months                  
of 1999, total loans and loans held for sale increased by less                  
than 1%.  Total investment securities increased by $52.5 million                
as increased borrowings were used to purchase securities.                       
Intangible assets increased by $1.2 million due to the core                     
deposit intangible resulting from a February 1999 branch                        
acquisition.                                                                    

Total deposits decreased by $12 million or 2.1% since                 
December 31, 1998, due to increasingly competitive deposit                      
pricing in the Pittsburgh market area.  The Bank's total                        
borrowed funds position increased by $87 million in order to                    
fund the earning asset growth.  Total equity declined by $11                    
million due to a decline in accumulated other comprehensive                     
income as a result of a decrease in the market value of the                     
available for sale securities portfolio.                                        

Three Rivers Bank's total consolidated assets (excluding              
net assets of discontinued mortgage banking operations) were                    
$985.6 million at December 31, 1998, compared with $947.7                       
million at December 31, 1997, which represents an increase of 4%                
or $37.9 million.  During 1998, total loans and loans held for                  
sale increased by approximately $1.6 million or less than 1%.                   
Heightened mortgage loan refinancing activity and competition                   
led to an $11.9 million or 5.3% decrease in mortgage loans.                     
Consumer loans continued to decline due to net run-off                          
experienced in the indirect auto loan portfolio, as Three Rivers                
Bank has exited this low profit line of business.  The more                     
profitable commercial loan portfolio saw growth of approximately                
$14.6 million or 37% between December 31, 1997 and 1998.   Total                
investment securities increased by $31 million because the Bank                 
more aggressively purchased securities in the second half of                    
1998.  These purchases were made due to expected continuation of                
strong cashflow from prepaying mortgage-backed securities and to                
position the balance sheet for the net in-flow of approximately                 
$12 million in cash from a branch acquisition which was                         
completed in February 1999.                                                     

Total deposits increased by $35 million or 6.6% since                 
December 31, 1997, due largely to the acquisition of $27 million                
of deposits in 1998 with the purchase of two National City Bank                 
branch offices located in Allegheny County.                                     

INTEREST RATE SENSITIVITY ... Asset/liability management                        
involves managing the risks associated with changing interest                   
rates and the resulting impact on Three River Bank's net                        
interest income, net income and capital. The overall interest                   
rate risk position and strategies are reviewed by senior                        
management and Three Rivers Bank's Board of Directors on an                     
ongoing basis.  The management and measurement of interest rate                 
risk at Three Rivers is performed by using the following tools:                 

-  Simulation modeling which analyzes the impact of                   
interest rate changes on net interest income, net income and                    
capital levels over specific future time periods. The simulation                
modeling forecasts earnings under a variety of scenarios that                   
incorporate changes in the absolute level of interest rates, the                
shape of the yield curve, prepayments and changes in the volumes                
and rates of various loan and deposit categories. The simulation                
modeling also incorporates all off balance sheet hedging                        
activity as well as assumptions about reinvestment and the                      
repricing characteristics of certain assets and liabilities                     
without stated contractual maturities.                                          

-  Static "GAP" analysis which analyzes the extent to which           
interest rate sensitive assets and interest rate sensitive                      
liabilities are matched at specific points in time. For static                  
GAP analysis, Three Rivers Bank typically defines interest rate                 
sensitive assets and liabilities as those that reprice within                   
six months or one year.                                                         

-  Market value of portfolio equity sensitivity analysis.             

The overall interest rate risk position and strategies are            
reviewed by senior management and the Bank's Board of Directors                 
on an ongoing basis.  The following tables present a summary of                 
Three Rivers Bank's static GAP position.                                        

                                                        [Enlarge/Download Table]


                                            GAP positions at September 30, 1999:        
                                                 Over       Over                        
                                               3 Months   6 Months                      
                                    3 Months    Through    Through     Over             
Interest Sensitivity Period          or Less   6 Months    1 Year     1 Year      Total 
                                        (In thousands, except ratios and percentages)   
                                                                                        
Rate sensitive assets:                                                                  
Loans                               $ 103,586 $  28,652  $  50,229   $ 280,972  $463,439
Investment securities and assets                                                        
  held in trust for collateralized                                                      
  mortgage obligation                 107,713    18,315     38,506     365,666   530,200
Other assets                                -         -     12,271           -    12,271
  Total rate sensitive assets         211,299    46,967    101,006     646,638 1,005,910
Rate sensitive liabilities:                                                             
Deposits:                                                                               
  Non-interest bearing deposits             -         -          -      86,066    86,066
  NOW and Super NOW                         -         -          -      40,655    40,655
  Money market                         53,426         -          -           -    53,426
  Other savings                             -         -          -      67,239    67,239
  Certificates of deposit of                                                            
    $100,000 or more                   20,789     2,201        100         124    23,214
  Other time deposits                  46,819    45,822     89,730      95,885   278,256
    Total deposits                    121,034    48,023     89,830     289,969   548,856
Borrowings                            209,748    10,375        750     220,572   441,445
  Total rate sensitive liabilities    330,782    58,398     90,580     510,541   990,301
Off-balance sheet hedges               40,000         -    (40,000)          -         -
Interest sensitivity GAP:                                                               
  Interval                           (159,483)  (11,431)    50,426     136,097         -
  Cumulative                         (159,483) (170,914)  (120,488)     15,609    15,609
Period GAP ratio                        0.57      0.80       2.00        1.27          -
Cumulative GAP ratio                    0.57      0.60       0.69        0.98          -
Ratio of cumulative GAP to total                                                        
  assets                              -15.18%   -16.27%    -11.47%       1.49%          

                                                                [Download Table]

                                         At            At             At     
                                   September 30,  December 31,  September 30,
                                        1999           1999          1998    
                                                                             
                            (In thousands, except ratios and percentages)    
SIX MONTH CUMULATIVE GAP                                                     
     RSA                             $ 258,266      $ 295,769     $ 279,792  
     RSL                              (389,180)      (334,228)     (440,810) 
     OFF-BALANCE SHEET HEDGES           40,000         25,000        25,000  

     GAP                              (170,914)       (13,459)     (136,018) 

     GAP RATIO                            0.60           0.96          0.67  

     GAP AS A % OF TOTAL ASSETS         (16.27%)        (1.37)      (13.99%) 
     GAP AS A % OF TOTAL CAPITAL       (339.80%)       (22.05%)    (214.65%) 

ONE YEAR CUMULATIVE GAP                                                      
     RSA                               359,272        433,353       424,897  
     RSL                              (479,760)      (423,808)     (538,318) 
     OFF-BALANCE SHEET HEDGES               -              -             -   

     GAP                              (120,488)         9,545      (113,421) 

     GAP RATIO                            0.75           1.02          0.79  

     GAP AS A % OF TOTAL ASSETS         (11.47%)         0.97%       (11.67%)
     GAP AS A % OF TOTAL CAPITAL       (239.54%)        15.64%      (178.99%)


When September 30, 1999, is compared to December 31, 1998,            
both Three Rivers Bank's six month and one year cumulative GAP                  
ratios became more negative due primarily to reduced asset                      
sensitivity resulting from slowing prepayment speeds on                         
mortgage-backed securities.  An increase in Three Rivers Bank's                 
short-term FHLB borrowings combined with the maturity of several                
off-balance sheet hedges also contributed to increased rate                     
sensitive liabilities.                                                          

A portion of the Bank's funding base is low cost core                 
deposit accounts which do not have a specific maturity date.                    
The accounts that comprise these low cost core deposits include                 
passbook savings accounts, money market accounts, NOW accounts,                 
and daily interest savings accounts.  At September 30, 1999, the                
balance in these accounts totaled $161 million or 15.4% of total                
assets.  Within the above static GAP table, approximately $53                   
million or 33% of these core deposits are assumed to be rate                    
sensitive liabilities which reprice in one year or less; this                   
assumption is based upon historical experience in varying                       
interest rate environments and is reviewed annually for                         
reasonableness. Three Rivers Bank recognizes that the pricing of                
these accounts is somewhat inelastic when compared to normal                    
rate movements.                                                                 

There are some inherent limitations in using static GAP               
analysis to measure and manage interest rate risk. For instance,                
certain assets and liabilities may have similar maturities or                   
periods to repricing but the magnitude or degree of the                         
repricing may vary significantly with changes in market interest                
rates. As a result of these GAP limitations, management places                  
primary emphasis on simulation modeling to manage and measure                   
interest rate risk. Three Rivers Bank's asset liability                         
management policy seeks to limit net interest income variability                
over a twelve month period to +/- 7.5% and net income                           
variability to +/- 15.0% based upon varied economic rate                        
forecasts which include interest rate movements of up to 200                    
basis points and alterations of the shape of the yield curve.                   
Additionally, Three Rivers Bank in 1998 began using market value                
sensitivity measures to further evaluate the balance sheet                      
exposure to changes in interest rates. Market value of portfolio                
equity sensitivity analysis captures the dynamic aspects of                     
long-term interest rate risk across all time periods by                         
incorporating the net present value of expected cash flows from                 
Three Rivers Bank's assets and liabilities.  Three Rivers Bank                  
monitors the trends in market value of portfolio equity                         
sensitivity analysis on a quarterly basis.                                      

The following table presents an analysis of the sensitivity           
inherent in Three Rivers Bank's net interest income, net income                 
and market value of portfolio equity.  The interest rate                        
scenarios in the table compare Three Rivers Bank's base forecast                
or most likely rate scenario at September 30, 1999, to scenarios                
which reflect ramped increases and decreases in interest rates                  
of 200 basis points along with performance in a stagnant rate                   
scenario with interest rates held flat at the September 30,                     
1999, levels. Three Rivers Bank's most likely rate scenario is                  
based upon published economic consensus estimates.  Each rate                   
scenario contains unique prepayment and repricing assumptions                   
which are applied to Three Rivers Bank's expected balance sheet                 
composition which was developed under the most likely interest                  
rate scenario.                                                                  

                                                                [Download Table]

                   Variability Of                           Change In    
Interest Rate       Net Interest     Variability Of       Market Value Of
   Scenario            Income           Net Income       Portfolio Equity
                                                                         
Base                        0%                0%                  0%     
Flat                     0.74              1.51                3.26      
200 bp increase          (5.8)            (11.9)              (54.3)     
200 bp decrease          0.93              (2.2)               53.6      

As indicated in the table, the maximum negative variability           
of Three Rivers Bank's net interest income and net income over                  
the next twelve month period was (5.8%) and a (11.9%)                           
respectively, under an upward rate shock forecast reflecting a                  
200 basis point increase in interest rates.  The variability of                 
market value of portfolio equity was (54.3%) under this interest                
rate scenario. The off-balance sheet borrowed funds hedges also                 
helped reduce the variability of forecasted net interest income,                
net income and market value of portfolio equity in a rising                     
interest rate environment. Finally, this sensitivity analysis is                
limited by the fact that it does not include any balance sheet                  
repositioning actions Three Rivers Bank may take should severe                  
movements in interest rates occur such as lengthening or                        
shortening the duration of the securities portfolio or entering                 
into additional off-balance sheet hedging transactions.  These                  
actions would likely reduce the variability of each of the                      
factors identified in the above table in the more extreme                       
interest rate shock forecasts.                                                  

Within the investment portfolio at September 30, 1999,                
75.1% of the portfolio is currently classified as available for                 
sale and 24.9% as held to maturity.  This compares to a                         
portfolio composition breakdown of 68.6% available for sale and                 
31.4% held to maturity at December 31, 1998.  The available for                 
sale classification provides management with greater flexibility                
to manage the securities portfolio to better achieve overall                    
balance sheet rate sensitivity goals and provide liquidity to                   
fund loan growth if needed.  Furthermore, it is Three Rivers                    
Bank's intent to continue to diversify its loan portfolio to                    
increase liquidity and rate sensitivity and to better manage                    
Three Rivers Bank's long-term interest rate risk by continuing                  
to sell newly originated fixed-rate mortgage loans.                             

LIQUIDITY                                                                       

Financial institutions must maintain liquidity to meet day-           
to-day requirements of depositor and borrower customers, take                   
advantage of market opportunities, and provide a cushion against                
unforeseen needs.  Liquidity needs can be met by either reducing                
assets or increasing liabilities.  Sources of asset liquidity                   
are provided by short-term investment securities, time deposits                 
with banks, federal funds sold, banker's acceptances, and                       
commercial paper.  For Three Rivers Bank, these assets totaled                  
$88 million at September 30, 1999, compared to $154 million and                 
$84 million at December 31, 1998 and December 31, 1997.                         
Maturing and repaying loans, as well as the monthly cash flow                   
associated with mortgage-backed securities are other significant                
sources of asset liquidity for Three Rivers Bank.                               

Liability liquidity can be met by attracting deposits with            
competitive rates, using repurchase agreements, buying federal                  
funds, or utilizing the facilities of the Federal Reserve or the                
Federal Home Loan Bank systems. Three Rivers' utilizes a variety                
of these methods of liability liquidity.  At September 30, 1999,                
Three Rivers had approximately $85 million of unused lines of                   
credit available under informal arrangements with correspondent                 
banks compared to $125 million at December 31, 1998. These lines                
of credit enable Three Rivers Bank to purchase funds for short-                 
term needs at current market rates.  Additionally, Three Rivers                 
Bank is a member of the Federal Home Loan Bank which provides                   
intermediate to longer term advances to its members for up to                   
approximately 80% of their investment in assets secured by one-                 
to four-family residential real estate.  This would suggest a                   
remaining current total available Federal Home Loan Bank                        
aggregate borrowing capacity at September 30, 1999 of                           
approximately $93.1 million.                                                    

Liquidity can be further analyzed by utilizing the                    
Consolidated Statement of Cash Flows.  Cash equivalents                         
increased by $1.7 million from December 31, 1998 to                             
September 30, 1999, due primarily to $70 million of net cash                    
provided by financing activities and $68 million of net cash                    
used by operating and investing activities.  Within investing                   
activities, purchases of investment securities exceeded cash                    
proceeds from investment security maturities and sales by $53                   
million.  Cash advanced for new loan fundings totaled $137                      
million and was approximately $2.5 million greater than the cash                
received from loan principal payments. Advances from the Federal                
Home Loan Bank provided $50 million of cash.                                    

Cash equivalents increased by $1.8 million between                    
December 31, 1998 and December 31, 1997.  Within investing                      
activities, purchases of investment securities exceeded the cash                
proceeds from investment security maturities and sales by                       
approximately $30 million.  Cash advanced for new loan fundings                 
totaled $154 million and was approximately $2.6 million greater                 
than the cash received from loan principal payments.  Within                    
financing activities, cash generated from the sale of new                       
certificates of deposit exceeded the cash payments for maturing                 
certificates of deposit by $38 million.                                         

CAPITAL RESOURCES ... As presented in Note 19 to the                            
consolidated financial statements set forth elsewhere herein,                   
each of Three Rivers Bank's regulatory capital ratios decreased                 
between December 31, 1998 and September 30, 1999, due to a                      
reduction in tangible equity resulting from the $1.4 million                    
core deposit premium associated with the 1999 branch                            
acquisition.  Each of Three Rivers Bank's regulatory capital                    
ratios increased between December 31, 1997 and December 31,                     
1998.  This was primarily due to a capital infusion of                          
$7,000,000.  Specifically, the Tier 1 capital and asset leverage                
ratio increased from 10.83% and 5.47% at December 31, 1997, to                  
12.07% and 6.02% at December 31, 1998. The Bank targets an                      
operating range of 6.0% to 6.50% for the asset leverage ratio                   
because management and the Board of Directors believes that this                
level provides an optimal balance between regulatory capital                    
requirements and shareholder value needs.  Strategies that the                  
Bank could use to manage its capital include common dividend                    
payments, treasury stock repurchases, and earning asset growth.                 

The Bank exceeds all regulatory capital ratios for each of            
the periods presented.  Furthermore, the Bank is considered                     
"well capitalized" under all applicable FDIC regulations.  It is                
the Bank's ongoing intent to continue to prudently leverage the                 
capital base in an effort to increase return on equity                          
performance while maintaining necessary capital requirements.                   
It is, however, the Bank's intent to maintain the FDIC "well                    
capitalized" classification to ensure the lowest deposit                        
insurance premium and to maintain an asset leverage ratio of no                 
less than 6.0%.                                                                 

BUSINESS                    

General                                                                         

Three Rivers Bancorp is a company organized under the                 
Pennsylvania Business Corporation Law of 1988 that has received                 
approval under the Bank Holding Company Act of 1956 (the "BHCA")                
to become a holding company upon acquiring all of the                           
outstanding capital stock of Three Rivers Bank contemporaneously                
with the Distribution.                                                          

Three Rivers Bank                                                               

Three Rivers Bank is a state bank chartered under the                 
Pennsylvania Banking Code of 1965, as amended.  Through 24                      
locations in Allegheny, Washington and Westmoreland Counties,                   
Pennsylvania, Three Rivers Bank conducts a general retail                       
banking business consisting of granting commercial, consumer,                   
construction, mortgage and student loans, and offering checking,                
interest bearing demand, savings and time deposit services. It                  
also operates 23 ATMs that are affiliated with MAC, a regional                  
ATM network, and Plus System, a national ATM network.                           

Three Rivers Bank also offers wholesale banking services to           
other banks, merchants, governmental units, and other large                     
commercial accounts. Such services include balancing services,                  
lock box accounts, and providing coin and currency.                             
Additionally, TRB Financial Services Corporation, a wholly owned                
subsidiary of Three Rivers Bank was formed on August 5, 1997.                   
TRB Financial Services Corporation engages in the sale of                       
annuities and mutual funds.                                                     

Three Rivers Bank also has a wholly owned mortgage banking            
subsidiary - Standard Mortgage Corporation of Georgia.  Standard                
Mortgage Corporation, based in Atlanta, Georgia, is a mortgage                  
banking company that originates, sells, and services residential                
mortgage loans.  All of the outstanding capital stock of                        
Standard Mortgage will be internally distributed by Three Rivers                
to USBANCORP prior to the Distribution, so that Standard                        
Mortgage will become a direct subsidiary of USBANCORP.                          
Therefore, upon completion of the Distribution, Standard                        
Mortgage will no longer be affiliated with Three Rivers Bank.                   
See "The Distribution -- Spin-Off of Standard Mortgage                          
Corporation to USBANCORP."                                                      

Three Rivers Bank's deposit base is such that loss of one             
depositor or a related group of depositors would not have a                     
materially adverse effect on its business. In addition, the loan                
portfolio is also diversified so that one industry or group of                  
related industries does not comprise a material portion of the                  
loan portfolio.  Three Rivers Bank's business is not seasonal                   
nor does it have any risks attendant to foreign sources.  As a                  
state chartered, federally-insured bank and trust company which                 
is not a member of the Federal Reserve System, Three Rivers Bank                
is subject to supervision and regular examination by the                        
Pennsylvania Department of Banking and the Federal Deposit                      
Insurance Corporation. Various federal and state laws and                       
regulations govern many aspects of its banking operations.                      

Monetary Policies                                                               

Commercial banks are affected by policies of various                  
regulatory authorities including the Federal Reserve System. An                 
important function of the Federal Reserve System is to regulate                 
the national supply of bank credit. Among the instruments of                    
monetary policy used by the Board of Governors are: open market                 
operations in U.S. Government securities, changes in the                        
discount rate on member bank borrowings, and changes in reserve                 
requirements on bank deposits. These means are used in varying                  
combinations to influence overall growth of bank loans,                         
investments, and deposits, and may also affect interest rate                    
charges on loans or interest paid for deposits. The monetary                    
policies of the Board of Governors have had a significant effect                
on the operating results of commercial banks in the past and are                
expected to continue to do so in the future.                                    

Competition                                                                     

Three Rivers Bank and its subsidiary entities face strong             
competition from other commercial banks, savings banks, savings                 
and loan associations, and several other financial or investment                
service institutions for business in the communities they serve.                
Several of these institutions are affiliated with major banking                 
and financial institutions, such as Mellon Bank Corporation and                 
PNC Financial Corporation, which are substantially larger and                   
have greater financial resources than the subsidiary entities.                  
As the financial services industry continues to consolidate, the                
scope of potential competition affecting the subsidiary entities                
will also increase. For most of the services that the subsidiary                
entities perform, there is also competition from credit unions                  
and issuers of commercial paper and money market funds.  Such                   
institutions, as well as brokerage houses, consumer finance                     
companies, insurance companies, and pension trusts, are                         
important competitors for various types of financial services.                  
In addition, personal and corporate trust investment counseling                 
services are offered by insurance companies, other firms, and                   
individuals.                                                                    

New Legislation                                                                 

On November 12, 1999, President Clinton signed into law the           
Gramm-Leach-Bliley Act (the "GLB Act").  The GLB Act makes                      
significant changes in U.S. banking law, principally by                         
overturning the 1933 Glass-Steagall Act.  Under the GLB Act,                    
banks and other financial companies, such as securities firms                   
and insurance companies, will be able to combine and be commonly                
owned.  The GLB Act also permits bank holding companies and                     
banks to engage in a broader range of financially related                       
activities than was available to them before.  The GLB Act does                 
not authorize banks or their affiliates to engage in commercial                 
activities that are not financial in nature.                                    

The GLB Act also contains a number of  provisions that will           
affect the operations of all financial institutions.  One of the                
new provisions relates to the financial privacy of consumers,                   
authorizing the federal banking regulators to adopt rules that                  
would limit the ability of banks and other financial entities to                
disclose non-public information about consumers to entities that                
are not affiliates.  These limitations will likely require more                 
disclosure to consumers, and in some circumstances will require                 
consent by the consumer before information is allowed to be                     
provided to a third party.  We do not expect that any of the                    
regulatory provisions of the GLB Act will materially affect our                 
operations or significantly increase our costs.                                 

Market Area                                                                     

The Pittsburgh, Pennsylvania area enjoys a strong and                 
growing economy.  Recent unemployment data for the six-county                   
area in and around Pittsburgh (the "Pittsburgh Metro Area")                     
improved to 4.2%, down approximately 0.4% from the same period                  
in 1998.  Similar to national statistics, the Pittsburgh Metro                  
Area continues to run brisk as a result of consumer spending,                   
strong employment, greater hours worked, and little or no                       
inflationary pressures.  Recent economic trend reports show a                   
highly confident Pittsburgh consumer spending freely on new                     
automobiles, large one-time items, and general goods, pushing                   
retail sales to record levels.  Local businesses and                            
manufacturers are working hard to keep up with demand.  Regional                
Gross Domestic Product is expected to parallel national                         
statistics for the 1999 fourth quarter at near or slightly in                   
excess of 5.0%.                                                                 

Economic expectations remain favorable for the Pittsburgh Metro                 
Area.  While higher interest rates are beginning to slow the                    
housing industry in the region, the tone of the economy remains                 
strong but slowing.  The recent Federal Reserve Board increase                  
in rates is beginning to take hold; most economists suggest                     
additional increases during the first quarter of 2000.  Economic                
expansion is expected to slow to a more reasonable rate between                 
2% and 3% over the Year 2000.  As long as unemployment and                      
inflation remain at record low levels, the Pittsburgh Metro Area                
is expected to fare quite well.                                                 

Employees                                                                       

Three Rivers Bank had approximately 207 full-time and                 
93 part-time employees as of September 30, 1999.                                

Commitments and Lines of Credit                                                 

Three Rivers Bank is obligated under commercial, standby,             
and trade-related irrevocable letters of credit aggregating                     
$5.2 million at September 30, 1999.  In addition, the Bank has                  
issued lines of credit to customers generally for periods of up                 
to one year.  Borrowings under such lines of credit are for the                 
working capital needs of the borrower.  At September 30, 1999,                  
the Bank had unused loan commitments of approximately                           
$82.9 million.                                                                  

Investment Portfolio                                                            

Investment securities held to maturity are carried at                 
amortized cost while investment securities classified as                        
available for sale are reported at fair value. At September 30,                 
1999, approximately 75.1% of the portfolio was categorized as                   
held to maturity and 24.9% as available for sale.                               

The following table sets forth the book and market value of                     
Three Rivers Bank's investment portfolio as of the periods                      
indicated:                                                                      

                                                                [Download Table]

Investment Securities Available for Sale                                     
                           At September 30,            At December 31,       
                           1999       1998       1998       1997       1996  
                                            (In thousands)                   
                                                                             
Book Value:                                                                  
  U.S. Treasury          $      -   $      -   $      -  $      -    $  2,993
  U.S. Agency              17,727     36,016     16,025     1,020       4,224
  State and municipal       1,242      4,234      2,326     4,476       6,956
  Mortgage-backed                                                            
    securities            365,128    259,661    290,703   254,907     156,057
  Other securities         31,802     17,094     17,169    16,844      12,019
Total book value of                                                          
  investment securities                                                      
  available for sale      415,899    317,005    326,223   277,247     112,482
Total market value of                                                        
  investment securities                                                      
  available for sale      398,297    322,023    327,669   279,461     182,794


Investment Securities Held to Maturity                                       
                           At September 30,            At December 31,       
                           1999       1998       1998       1997       1996  
                                            (In thousands)                   
                                                                             
Book Value:                                                                  
  U.S. Treasury          $  5,047   $  4,000   $  5,089    $  4,008  $  4,018
  U.S. Agency                   -          -           -          -     4,994
  State and municipal      59,644     38,920     51,718      36,569    36,446
  Mortgage-backed                                                            
    securities             67,212     99,099     93,181     126,762   134,768
  Other securities              -          -          -           -         -
Total book value of                                                          
  investment securities                                                      
  held to maturity        131,903    142,019    149,988     167,339   180,226
Total market value of                                                        
  investment securities                                                      
  held to maturity        128,219    145,393    151,398     168,926   180,078

Three Rivers Bank and its subsidiaries, collectively, did             
not hold securities of any single issuer, excluding U.S.                        
Treasury and U.S. Agencies, that exceeded 10% of shareholders'                  
equity at September 30, 1999.  Maintaining investment quality is                
a primary objective of Three Rivers Bank's investment policy                    
which, subject to certain minor exceptions, prohibits the                       
purchase of any investment security below a Moody's Investor                    
Service or Standard & Poor's rating of "A."  At September 30,                   
1999 and 1998, 98.2% of the portfolio was rated "AAA."  Less                    
than 1.0% was rated below "A" or unrated at September 30, 1999.                 

Loan Portfolio                                                                  

The following table sets forth Three Rivers Bank's loans by           
major category as of the dates set forth below:                                 

                                                        [Enlarge/Download Table]

                            At September 30,                    At December 31,                
                             1999      1998      1998      1997      1996      1995      1994  
                                                                                               
                                                      (In thousands)                           
Commercial                 $53,369   $56,705   $53,563   $39,003   $32,352   $30,788   $51,387 
Commercial loans                                                                               
  secured by real estate   187,189   165,256   167,091   171,377   148,231    75,396    63,637 
Real estate- mortgage(1)   198,338   213,994   213,067   225,008   216,483   233,113   266,044 
Consumer                    30,211    33,125    34,565    31,396    35,162    29,342    65,670 

Gross loans               $469,107  $469,080  $468,286  $466,784  $432,228  $368,639  $446,738 
Less:  unearned income         (68)     (106)      (92)     (169)     (300)     (699)   (1,907)

Loans, net of unearned                                                                         
  income                   469,039   468,974   468,194   466,615   431,928   367,940   444,831 

(1)  At September 30, 1999, December 31, 1998 and 1997, real                    
estate-construction loans constituted 3.0%, 4.2% and 2.1%             
of Three Rivers' total loans, net of unearned income,                 
respectively.                                                         

The amount of loans outstanding by category as of                     
September 30, 1999, which are due in (i) one year or less, (ii)                 
more than one year through five years, and (iii) over five                      
years, are shown in the following table. Loan balances are also                 
categorized according to their sensitivity to changes in                        
interest rates.                                                                 

[CAPTION]                                                                       

                                                        [Enlarge/Download Table]
                                                 More Than                           
                                                 One Year                            
                                    One Year      Through        Over         Total  
                                    or Less     Five Years    Five Years      Loans  
                                              (In thousands, except ratios)          
                                                                                     
Commercial                        $23,842        $ 5,886       $ 23,641     $ 53,369 
Commercial loans secured by real                                                     
  estate                           26,997         28,836        131,355      187,189 
Real estate-mortgage               14,479         34,475        149,384      198,338 
Consumer                            4,367         14,133         11,711       30,211 
Total                             $69,685        $83,330       $316,091     $469,107 
Loans with fixed-rate              20,800         69,350        195,954      286,105 
Loans with floating-rate           48,885         13,980        120,137      183,002 
Total                             $69,685        $83,330       $316,091     $469,107 
Percent composition of                                                               
  maturity                           14.9%          17.7%          67.4%       100.0%
Fixed-rate loans as a                                                                
  percentage of total                                                                
  loans                              29.8%          83.2%          62.0%        61.0%
Floating-rate loans as a                                                             
  percentage of total loans          70.2%          16.8%          38.0%        39.0%

The loan maturity information is based upon original loan             
terms and is not adjusted for principal paydowns and                            
"rollovers."  In the ordinary course of business, loans maturing                
within one year may be renewed, in whole or in part, as to                      
principal amount at interest rates prevailing at the date of                    
renewal. At September 30, 1999, 61% of total loans were fixed-                  
rate, which was comparable with the prior year.  The stability                  
in the fixed-rate percentage between years reflects continued                   
customer preference for fixed-rate loans.  Also, a good portion                 
of the commercial real estate loan growth has occurred in the                   
five year fixed-rate area.  For additional information regarding                
interest rate sensitivity, see "Management's Discussion and                     
Analysis of Consolidated Financial Condition and Results of                     
Operations - Interest Rate Sensitivity."                                        

Deposits                                                                        

The following table sets forth the average balance of Three           
Rivers' deposits and the average rates paid thereon:                            

                                                        [Enlarge/Download Table]

                 For the Nine Months ended September 30,                 For the Year ended December 31,           
                       1999                    1998               1998               1997               1996       
                 Amount    Rate     Amount    Rate          Amount    Rate     Amount    Rate     Amount    Rate   
                                               (In thousands, except rates)                                        
                                                                                                                   
Demand - non-                                                                                                      
  interest                                                                                                         
  bearing       $ 82,443      -%    $ 76,559     - %       $ 77,561      - %   $ 73,660    - %   $ 71,547       - %
Demand -                                                                                                           
  interest                                                                                                         
  bearing         44,315   0.97%      42,491   0.97%         43,019    0.97%     42,645  0.97%     44,825     0.98 
Savings           66,727   1.79       65,599   1.59          65,399    1.59      66,633  1.83      66,663     2.06 
Money markets     58,513   2.98       50,132   2.80          50,963    2.84      48,173  2.67      55,024     2.58 
Other time       314,551   5.05      310,305   5.46         310,109    5.42     309,220  5.49     307,707     5.29 
Total deposits  $566,549   3.98%    $545,086   4.23%       $547,051    4.20%   $540,331  4.26%   $545,766     4.12%
                ========   ====     ========   ====        ========    ====    ========  ====    ========     =====

The following table indicates the maturities and amounts of           
certificates of deposit issued in denominations of $100,000 or                  
more as of September 30, 1999:                                                  

                                  Maturing in:
                                  (In thousands)
Three months or less                                  $20,789                   
Over three through six months                           2,201                   
Over six through twelve months                            100                   
Over twelve months                                        124                   
Total                                                 $23,214                   
                                   =======

Properties                                                                      

The principal office of Three Rivers Bancorp is located at            
2681 Mosside Boulevard in Monroeville, Pennsylvania.  As of the                 
Distribution Date, Three Rivers Bancorp will own 13 locations,                  
with an additional 12 locations leased with terms expiring from                 
November 30, 1999 to November 30, 2009.                                         

Legal Proceedings                                                               

Three Rivers is subject to a number of asserted and                   
unasserted potential legal claims encountered in the normal                     
course of business. In the opinion of both management and legal                 
counsel, there is no present basis to conclude that the                         
resolution of these claims will have a material adverse effect                  
on Three Rivers' consolidated financial position or results of                  
operations.                                                                     

MANAGEMENT OF THREE RIVERS BANCORP              

Directors                                                                       

Three Rivers Bancorp's Articles of Incorporation provide              
that the number of directors may not be less than five nor more                 
than twenty-five, provided that the number of directors may be                  
altered from time to time, by resolution adopted by the Three                   
Rivers Bancorp's Board of Directors.                                            

The Board of Directors will be divided into three classes,            
each to serve respectively until the annual meetings of                         
shareholders in 2001, 2002 and 2003, and until their successors                 
shall be elected and shall qualify.  Thereafter, their                          
successors shall be elected for three year terms and until their                
successors shall be elected and shall qualify.                                  

The following sets forth certain information concerning the           
individuals who have agreed to serve as directors of Three                      
Rivers Bancorp following the Distribution.                                      

                                      DIRECTOR
NAME(1)                                           AGE  SINCE(2)                 

Class I Directors to Serve Until 2001                                           

Clifford A. Barton                                71   1966                     
Retired; Former Chairman, President and                                     
Chief Executive Officer of USBANCORP;                                       
Member of Board of Directors of Crown                                       
American Realty Trust                                                       

Terry K. Dunkle                                   58   1988                     
Chairman, President and Chief Executive                                     
Officer of USBANCORP until the Distribution                                 
Date and of Three Rivers Bancorp                                            

J. Terrence Farrell                               52   1983                     
Attorney-at-Law                                                             

Marylouise Fennell, Ed.D.                         60   1994                     
Higher Education Consultant                                                 

Jack Sevy                                         69   1984                     
Retired; Former Owner and Operator,                                         
New Stanton West Auto/Truck Plaza                                           

Class II Directors to Serve Until 2002                                          

Jerome M. Adams                                   68   1973                     
Senior Partner,                                                             
Adams, Myers and Baczkowski,                                                
Attorneys-at-Law                                                            

I. N. Rendall Harper, Jr.                         61   1999                     
President and CEO                                                           
American Micrographics Company, Inc.                                        

Richard W. Kappel                                 68   1967                     
Retired CEO, Secretary and Treasurer                                        
of Wm. J. Kappel Wholesale Co.                                              

W. Harrison Vail                                  58   1991                     
President and Chief Executive Officer                                       
of Three Rivers Bank                                                        

Charles R. Zappala                                51   2000                     
Chairman Russell, Rea, Zappala & Gomulka,                                   
Holding Company                                                             

Class III Directors to Serve Until 2003                                         

Michael F. Butler                                 64   1993                     
Business Consultant and Attorney-at-Law                                     

James R. Ferry                                    61   1991                     
President of Ferry Electric Company,                                        
Electrical Contractor                                                       

Steven J. Guy                                     40   1999                     
CFO and Vice President of Finance                                           
Oxford Development Company                                                  

Stephen I. Richman                                66   1991                     
Senior Partner,                                                             
Richman & Smith                                                             
Law Firm                                                                    

Edward W. Seifert                                 61   1967                     
Attorney-at-Law, Partner,                                                   
Reed, Smith, Shaw & McClay                                                  

________________                                                                

(1)  Except for positions with Three Rivers Bancorp,                            
all directors and nominees have held the positions                    
indicated or another senior executive position with                   
the same entity or one of its affiliates or predecessors              
for the past five years.                                              

(2)  Reflects the earlier of the first year as a director of                    
USBANCORP, U.S. Bank, Three Rivers Bank or predecessor                
institutions Community Bancorp, Inc. or Johnstown                     
Savings Bank.                                                         

Board Compensation and Benefits                                                 

Employee Directors will not receive additional compensation           
for serving on the Board of Directors of Three Rivers Bancorp.                  
Non-employee Directors of Three Rivers Bancorp will receive an                  
annual retainer of $6,000, payable in Three Rivers Bancorp                      
Common Stock.  Three Rivers Bancorp will also pay the premiums                  
on directors' and officers' liability and business travel                       
accident insurance policies covering the Directors.  In                         
addition, non-employee directors will receive cash compensation                 
of $550 per meeting for attendance at Three Rivers Bancorp Board                
of Directors meetings.  A fee of $400 per meeting will be paid                  
for attendance at each meeting of any committee of such Board.                  

Committees of the Board                                                         

It is anticipated that Three Rivers Bancorp will establish            
Audit, Compensation and Nominating Committees of the Board.  It                 
is also anticipated that all members of such committees will be                 
non-employee Directors.                                                         

Audit Committee.  The Audit Committee will:  (i) recommend            
to the Board the selection, retention or termination of Three                   
Rivers Bancorp's independent auditors; (ii) approve the level of                
non-audit services provided by the independent auditors;                        
(iii) review the scope and results of the work of Three Rivers'                 
internal audit service providers; (iv) review the scope and                     
approve the estimated cost of the annual audit; (v) review the                  
annual financial statements and the results of the audit with                   
management and the independent auditors; (vi) review with                       
management and the independent auditors the adequacy of Three                   
Rivers' system of internal accounting controls; (vii) review                    
with management and the independent auditors the significant                    
recommendations made by the auditors with respect to changes in                 
accounting procedures and internal accounting controls; and                     
(viii) report to the Board on the results of its review and make                
such recommendations as it may deem appropriate.                                

Compensation Committee.  The Compensation Committee will              
review and approve the compensation of the senior executives of                 
Three Rivers.  [This committee will also administer the Three                   
Rivers Bancorp Long-Term Incentive Plan.  See "New Stock-Based                  
and Incentive Plans of Three Rivers."]                                          

Nominating Committee.  The Nominating Committee will:                 
(i) identify suitable candidates for Board membership and in                    
such capacity will consider nominees recommended by                             
shareholders; (ii) propose to the Board a slate of directors for                
election by the shareholders at each annual meeting; and                        
(iii) propose candidates to fill vacancies on the Board based on                
qualifications it determines to be appropriate.                                 

Executive Officers                                                              

In addition to Messrs. Dunkle and Vail (see "Management of            
Three Rivers Bancorp -- Directors"), the following persons are                  
expected to serve as executive officers of Three Rivers as of                   
the Distribution Date:                                                          

Name                             Title                                          

Terry K. Dunkle                  Chairman and Chief                             
       Executive Officer (1)

W. Harrison Vail                 Vice Chairman of the Board,                    
   President and COO

Harry G. King                    Senior Vice President,                         
  Support Services

Louis Klippa                     Senior Vice President,                         
Operations    

Vincent Locher                   Senior Vice President and                      
               Chief Commercial Loan Officer

Gary McKeown                     Senior Vice President                          
          and Chief Credit Officer

Anthony M. V. Eramo              Vice President and Chief                       
   Financial Officer

(1)  Mr. Dunkle will also serve as the Chief Executive Officer                  
of USBANCORP in order to assist USBANCORP management with the                   
post-Distribution transition matters.                                           

Stock Ownership of Executive Officers and Directors                             

The following table sets forth information concerning Three           
Rivers Bancorp Common Stock that is expected to be beneficially                 
owned by each of Three Rivers Bancorp's directors, by each of                   
Three Rivers Bancorp's executive officers and by all directors                  
and executive officers as a group.  The projections are based                   
upon the number of shares of USBANCORP Common Stock held by the                 
individuals and the group at __________________, 2000, and do                   
not include shares subject to options granted under USBANCORP's                 
1991 Stock Option Plan which will be converted into options to                  
acquire Three Rivers Bancorp Common Stock.  See "USBANCORP Stock                
Option Conversion."  Except for Mr. Barton, who will own 1.4% of                
the outstanding Three Rivers Bancorp Common Stock, none of the                  
following persons will hold in excess of 1% of Three Rivers                     
Bancorp Common Stock.                                                           

                                Projected Number
Beneficial Owner                                    of Shares                   

Clifford A. Barton...........................        95,476                     
Terry K. Dunkle..............................        25,986                     
Richard W. Kappel............................        16,006                     
Michael F. Butler............................        15,243                     
W. Harrison Vail.............................        10,379                     
Jerome M. Adams..............................         8,934                     
Jack Sevy....................................         3,701                     
Edward W. Seifert............................         3,454                     
J. Terrence Farrell..........................           820                     
Stephen I. Richman...........................           729                     
Marylouise Fennell...........................             0                     
James R. Ferry...............................           450                     
Steven J. Guy................................             0                     
I.N. Randall Harper, Jr. .....................            0                     
Charles R. Zappala...........................             0                     
Louis Klippa.................................         2,874                     
Gary McKeown.................................         2,352                     
Vincent Locher...............................         1,311                     
Harry G. King................................         1,282                     
Anthony M. V. Eramo..........................         1,027                     
All Directors and Executive Officers                                            
as a Group (18 persons)....................        188,742                  

EXECUTIVE COMPENSATION                  
Summary Compensation Table                  

                                                        [Enlarge/Download Table]


                        Annual Compensation                 Long-Term Compensation_______  
                                                               Awards             Payouts  

                                                                  Securities               
Name and                                            Restricted    Underlying     All Other 
Principal                                             Stock         Options    Compensation
Position(1)        Year   Salary($)    Bonus($)(2)    Awards(3)      (#)(4)    ($)(5)(6)(7)

                                                                                           
Terry K. Dunkle    1998   330,060       65,649      109,477            0       26,159      
Chairman of the    1997   294,833      113,107           --       30,000       29,809      
Board and Chief    1996   211,920       84,344           --       45,000       18,125      
Executive Officer                                                                          

W. Harrison Vail   1998   165,000       29,172       72,984            0       10,547      
Vice Chairman      1997   145,000       50,263           --       18,000        9,701      
of the Board       1996   120,000       42,719           --       24,000        8,497      
and President                                                                              


_______________                                                                 

(1)  Includes the cash and cash value of stock awards made to                   
executive officers of USBANCORP and its subsidiaries under            
USBANCORP's Executive Annual Incentive Plan.                          

(2)  Unless otherwise indicated, no executive officer named in                  
the Summary Compensation Table received personal benefits             
or perquisites in excess of the lesser of $50,000 or 10% of           
the officer's total compensation (salary and bonus).                  

(3)  At the end of 1999 Messrs. Dunkle and Vail held 4,500 and                  
3,000 restricted shares of USBANCORP Common Stock worth               
$54,000 and $36,000, respectively.  The restrictions on               
such shares lapse in three equal annual increments on the             
anniversaries of the award.  Dividends are accrued and                
distributed when restrictions lapse on the corresponding              
shares.  Amounts have been adjusted to reflect USBANCORP's            
July 1998 three-for-one stock split.                                  

(4)  Options were granted during 1997 and 1996 under the                        
1991 Stock Option Plan to the Named Officers.  The options            
granted in 1997 were cancelled effective November 23, 1999.           

(5)  Includes amounts awarded under the Profit Sharing Plan of                  
USBANCORP and U.S. Bank.  All full-time employees of                  
USBANCORP and U.S. Bank are entitled to participate in the            
Profit Sharing Plan.  A contribution during any plan year             
is based on both net income and capital as defined in the             
Plan.                                                                 

(6)  Includes (a) the value of the premium paid by USBANCORP                    
of $10,000 for a split dollar life insurance policy for               
Mr. Dunkle, and (b) the premiums paid by USBANCORP and                
its subsidiaries for life insurance policies with cover-              
age limits above $50,000 to Messrs. Dunkle and Vail.                  

(7)  Includes amounts contributed under a 401(k) Plan of                        
USBANCORP to Mr. Vail.  Under the USBANCORP sponsored                 
401(k) plan, employees of Three Rivers Bank are allowed               
to contribute up to 20% of their compensation to the plan             
with an employer match of $.50 on each $1.00 of employee              
contribution up to a maximum of 6% of an employee's                   
compensation.                                                         

USBANCORP Option Grants in Last Fiscal Year                                     

No grants of stock options were made in 1999 to the named             
executive officers.                                                             

Aggregated USBANCORP Option Exercises               
in Last Fiscal Year               
and Fiscal Year-End Option Values               

                                                        [Enlarge/Download Table]

                                               Number of Securities          Value of Unexercised   
                                             Under lying Unexercised         In-the-Money Options   
                                            Options at Fiscal Year-End           at FY-End(2)       
                  Shares ac-                                                                        
                  quired on      Value                                                              
Name              Exercise(#)  Realized(1)  Exercisable   Unexercisable  Exercisable   Unexercisable
                                                                                                    

Terry K. Dunkle     6,302      $53,463       $66,856       $     0        $143,397      $     0     
W. Harrison Vail    2,100       21,143        44,340             0         117,621            0     
[Add 3 others]                                                                                      


(1)  Represents the aggregate market value of the underlying                    
shares of USBANCORP Common Stock at the date of exercise              
minus the aggregate exercise prices for options exercised.            

(2)  "In the money options" are stock options with respect to                   
which the market value of the underlying shares of                    
USBANCORP Common Stock exceeded the exercise price at                 
December 31, 1999.  The value of such options is                      
determined by subtracting the aggregate exercise price for            
such options from the aggregate fair market value of the              
underlying shares of USBANCORP Common Stock on                        
December 31, 1999.  Fair market value was determined by               
reference to the average of the high and low sale prices              
of USBANCORP Common Stock as quoted on the Nasdaq Stock               
Market.                                                               

Pension Plan                                                                    

Three Rivers Bank maintains a qualified defined benefit               
retirement plan for its employees (the "TRB Pension Plan").                     
Remuneration for pension benefit purposes is base pay, excluding                
overtime, bonus or reimbursement of business expense.  An                       
employee's benefit under the TRB Pension Plan is determined on                  
the basis of "Final Average Pay," which means the highest                       
average annual base salary received by an employee for any five                 
consecutive year period during the ten-year period ending on the                
date of his or her termination of employment.                                   

Three Rivers Bank expects to make a contribution of                   
$__________ in 2000 for the 1999 plan year.                                     

Estimated annual benefits payable upon retirement at age 65           
after 15 years of service with respect to the specified                         
remuneration are as follows:                                                    

PENSION TABLE                   

Five Calendar Year                                                              
Average Salary                     Annual Benefit at        
Preceding Retirement              Normal Retirement Date        

$ 15,000                            $ 5,550           
25,000                              9,250         
40,000                             14,800         
60,000                             22,200         
90,000                             33,300         
100,000                             37,000          
120,000                             44,400          
140,000                             51,800          
150,000(1)                          55,500          
_____________________________                                                   

(1)  Effective for retirements on or after January 1, 1994,                     
annual compensation for Plan purposes may not exceed                  
$150,000 plus any increases applicable to cost of living              
adjustments.  Employees with compensation exceeding                   
$150,000 in years before 1994 may have larger "preserved              
benefits."                                                            

The above benefits are paid for the life of the employee              
with a right of survivorship with respect to ten years of post-                 
retirement benefits.  Other optional forms of benefit are                       
available in actuarially equivalent amounts.  Current                           
remuneration covered by the TRB Pension Plan in 1998 for                        
Mr. Vail was $165,000, subject to the $150,000 limitation. Under                
the TRB Pension Plan, Mr. Vail had 14 years of credited service                 
as of December 31, 1998.                                                        

Mr. Dunkle is currently a participant in USBANCORP's                  
Pension Plan, rather than the TRB Pension Plan.  As of the                      
Distribution Date, Mr. Dunkle will remain a participant in the                  
USBANCORP Pension Plan and initially will not participate in the                
TRB Pension Plan).  Current remuneration in 1998 which was                      
covered by the USBANCORP Pension Plan for Mr. Dunkle was                        
$330,000, subject to the $150,000 limitation.  Under such plan,                 
Mr. Dunkle had 11 years of credited service as of December 31,                  
1998.                                                                           

Change In Control Agreements                                                    

Three Rivers Bancorp intends to enter into Change in                  
Control Agreements with Mr. Dunkle and Mr. Vail under which                     
Three Rivers Bancorp will agree to provide the executives with                  
severance benefits upon the occurrence of certain enumerated                    
events ("Triggering Events") following a change in control of                   
Three Rivers Bancorp ("Change in Control") (as defined in the                   
Agreements).  The initial term of the Agreements is expected to                 
be three years, subject to an automatic one year extension on                   
each anniversary date thereof, unless either party gives notice                 
to the other of an intention not to renew.  Under the                           
Agreements, upon the occurrence of a Triggering Event following                 
a Change in Control, Mr. Dunkle would be entitled to receive                    
approximately 2.99 times his combined salary and bonus which                    
will be determined (a) during the initial three year term of the                
Agreement by reference to his highest salary and bonus paid in                  
the year in which he is terminated or in any one of the last                    
five fiscal years preceding such termination, and (b) after the                 
expiration of the initial term, by reference to the average of                  
the executive's combined salary and bonus in the preceding five                 
years.  Under the Change in Control Agreement for Mr. Vail,                     
Mr. Vail would be entitled to receive 1.5 times his annual                      
combined base salary and bonus.   The executives, in their                      
discretion, may receive these payments in a lump sum or on a                    
monthly installment basis.  The Change in Control Agreements                    
will also entitle the executives to continued participation in                  
the employee benefits plans of Three Rivers Bancorp for a period                
of three years with respect to Mr. Dunkle and eighteen months                   
with respect to Mr. Vail.  In addition, the Agreements will                     
provide that options held by the executives to acquire Three                    
Rivers Bancorp Common Stock, to the extent not currently                        
exercisable, will become immediately exercisable upon the                       
occurrence of a Triggering Event following a Change in Control,                 
and may be exercised by the executives at any time prior to the                 
earlier of the expiration date of the options or 90 days after                  
the executive's termination.  The Agreements will also require                  
Three Rivers Bancorp to make additional payments to the                         
executives in the event that the severance payments described                   
above result in the imposition of an excise tax, pursuant to                    
Section 4999 of the Internal Revenue Code of 1986 on the payment                
of such amounts.                                                                

NEW STOCK-BASED AND INCENTIVE PLANS OF THREE RIVERS BANCORP                     

Three Rivers Bancorp Long-Term Incentive Plan                                   

Generally.  The Three Rivers Bancorp Long-Term Incentive              
Plan (the "Three Rivers LTIP") is expected to be approved  prior                
to the Distribution Date by the Three Rivers Bancorp Board of                   
Directors and by USBANCORP as the sole shareholder of Three                     
Rivers Bancorp.  The Three Rivers LTIP is expected to provide                   
for the grant of various types of long-term incentive awards to                 
key employees, consistent with the objectives and limitations of                
Three Rivers LTIP.  These awards may include non-qualified                      
options to purchase shares of Three Rivers Common Stock,                        
incentive stock options, stock appreciation rights and                          
restricted stock grants.                                                        

Administration.  The Three Rivers LTIP is expected to vest            
broad powers in the Compensation Committee (the "Compensation                   
Committee") of Three Rivers Bancorp Board of Directors to                       
administer and interpret the Three Rivers LTIP.  The                            
Compensation Committee's powers are expected to include                         
authority, within the limitations set forth in the Three Rivers                 
LTIP, to select the persons to be granted awards, to determine                  
terms and conditions of awards, including but not limited to the                
type, size and term of awards, to determine the time when awards                
will be granted and any conditions for receiving awards, to                     
establish objectives and conditions for earning awards, to                      
determine whether such conditions have been met and whether                     
payment of an award will be made at the end of an award period,                 
or at the time of exercise, or deferred, to determine whether                   
payment of an award should be reduced or eliminated, and to                     
determine whether such awards should be intended to qualify,                    
regardless of their amount, as deductible for U.S. Federal                      
income tax purposes.  The Three Rivers LTIP is also expected to                 
generally vest broad powers in the Compensation Committee to                    
amend and terminate the Three Rivers LTIP.                                      

Eligibility.  Key employees of Three Rivers Bancorp and its           
divisions, subsidiaries and affiliates are expected to be                       
eligible to be granted awards under the Three Rivers LTIP.  The                 
Compensation Committee may also grant awards to employees of a                  
joint venture or other business in which Three Rivers Bancorp                   
has a substantial investment, and may make awards to non-                       
executive employees  who are in a position to contribute to the                 
success of Three Rivers Bancorp.                                                

Three Rivers Executive Incentive Compensation Plan                              

Generally.  The Three Rivers' Executive Incentive                     
Compensation Plan (the "Three Rivers Incentive Plan") is                        
expected to be approved prior to the Distribution Date by the                   
Three Rivers Bancorp Board of Directors and by USBANCORP as the                 
sole shareholder of Three Rivers Bancorp.  The Three Rivers                     
Incentive Plan is expected to provide for officers of Three                     
Rivers and its divisions and subsidiaries to be granted annual                  
cash or stock incentive awards consistent with the objectives                   
and limitations of the Three Rivers Incentive Plan.                             

Administration.  The Three Rivers Incentive Plan is                   
expected to vest broad powers in the Compensation Committee to                  
administer and interpret the Three Rivers Incentive Plan.  The                  
Compensation Committee's powers are expected to include                         
authority, within the limitations set forth in the Three Rivers                 
Incentive Plan, to select the persons to be granted awards, to                  
determine the time when awards will be granted, to determine and                
certify whether objectives and conditions for earning awards                    
have been met, to determine whether payment of an award will be                 
made at the end of an award period or deferred, and to determine                
whether an award or payment of an award should be reduced or                    
eliminated.  The Three Rivers Incentive Plan is also expected to                
generally vest broad powers in the Compensation Committee to                    
amend and terminate the Three Rivers Incentive Plan.                            

Eligibility.  At the discretion of the Compensation                   
Committee, executive officers of Three Rivers are expected to be                
granted, and other officers of Three Rivers, its divisions and                  
subsidiaries may be granted, annual incentive awards under the                  
Three Rivers Incentive Plan.                                                    

Successor Plans                                                                 

On or prior to the Distribution Date, the Company intends             
to adopt a stock option plan with terms substantially similar to                
the USBANCORP 1991 Stock Option Plan (the "USBANCORP SOP") for                  
the purpose of continuing the stock options which were granted                  
under the USBANCORP SOP.  These options will be converted into                  
options to purchase Three Rivers Bancorp Common Stock.  See                     
"USBANCORP Stock Option Conversion."  It has not yet been                       
determined whether any new grants will be made under this new                   
plan.                                                                           

USBANCORP STOCK OPTION CONVERSION               

Effective on the Distribution Date, holders of outstanding            
options to purchase USBANCORP Common Stock will have their                      
interests adjusted as described below.  The Compensation                        
Committee of USBANCORP's Board of Directors has approved                        
formulas to adjust the exercise price and award size of                         
USBANCORP stock options pursuant to the terms and provisions of                 
each such grant and the relevant plan.  The adjustment formulas                 
are intended to maintain the value of the outstanding USBANCORP                 
stock options at the time of adjustment.                                        

Employees of Three Rivers who received USBANCORP stock                
options shall have such USBANCORP stock options entirely                        
converted into options to purchase Three Rivers Bancorp Common                  
Stock pursuant to one of two methods to be selected by the                      
employee.  Under the first method, the exercise price of each                   
such Three Rivers stock option shall equal the exercise price of                
the corresponding USBANCORP stock option prior to the                           
Distribution, multiplied by a factor (the "Three Rivers Stock                   
Conversion Ratio") in which the numerator is the composite                      
volume weighted average price of Three Rivers Bancorp Common                    
Stock (trading on a "when issued" basis) for the trading days                   
during a pricing period to be determined at a future date by the                
USBANCORP Board of Directors (the "Per Share Three Rivers Stock                 
Price") and the denominator is the composite volume weighted                    
average price of USBANCORP Common Stock trading with Three                      
Rivers for the trading days during the pricing period (the "Per                 
Share Pre-Split USBANCORP Stock Price").  The pricing period                    
will occur prior to the Distribution, except that if Three                      
Rivers Bancorp Common Stock does not trade on a "when issued"                   
basis, the pricing period for determining the numerator of the                  
above-described fraction will be soon after the Distribution                    
Date.  The number of shares of Three Rivers Bancorp Common Stock                
subject to each such Three Rivers stock option shall equal the                  
number of shares subject to the corresponding USBANCORP stock                   
option prior to the Distribution divided by the Three Rivers                    
Stock Conversion Ratio.  All other terms of such Three Rivers                   
stock options shall be the same as the terms of the USBANCORP                   
stock options from which they were converted.                                   

Employees of Three Rivers who have received USBANCORP stock           
options and who have elected the alternative method of                          
conversion will have their options (in whole or in part)                        
converted by the following method.  The exercise price of each                  
such Three Rivers Bancorp stock option shall equal the composite                
volume weighted average price of Three Rivers Bancorp Common                    
Stock (trading on a "when issues" basis).  The pricing period                   
will occur prior to the Distribution, except that if Three                      
Rivers Bancorp Common Stock does not trade on a "when issued"                   
basis, the pricing period for determining the exercise price                    
will be soon after the Distribution Date.  The number of shares                 
of Three Rivers Bancorp Common Stock subject to each such Three                 
Rivers Bancorp stock option shall equal the number of shares                    
required to keep the total fair value of the converted options                  
equal to the total fair value of the options on a pre-                          
Distribution basis.                                                             

Employees of USBANCORP who will continue to be employed by            
USBANCORP after the Distribution Date and hold any USBANCORP                    
stock options, and holders of any USBANCORP stock options who                   
retire or have retired from USBANCORP on or prior to the                        
Distribution Date, shall retain such options to purchase                        
USBANCORP Common Stock, subject to the adjustments to the                       
exercise price and number of shares subject to each such                        
option.  The exercise price of each adjusted USBANCORP Stock                    
Option shall be determined by multiplying the USBANCORP stock                   
option exercise price prior to the Distribution by a factor (the                
"USBANCORP Stock Conversion Ratio") where the numerator is the                  
composite volume weighted average price of USBANCORP Common                     
Stock trading without Three Rivers for the trading days during                  
the pricing period (the "Per Share Post-Split USBANCORP Stock                   
Price") and the denominator is the Per Share Pre-Split USBANCORP                
Stock Price.  The number of shares of USBANCORP Common Stock                    
subject to each Adjusted USBANCORP Stock Option shall equal the                 
number of shares subject to such USBANCORP stock option prior to                
the Distribution divided by the USBANCORP Stock Conversion                      
Ratio.  All other terms of the Adjusted USBANCORP Stock Options                 
shall be the same as the terms of the pre-adjustment USBANCORP                  
stock options.                                                                  

CERTAIN RESTRICTIONS ON ACQUISITION OF THREE RIVERS                 

Pennsylvania Law                                                                

The Pennsylvania Business Corporation Law contains certain            
provisions applicable to Three Rivers Bancorp that may have the                 
effect of impeding a change in control of Three Rivers Bancorp.                 

Chapter 25 of the Pennsylvania Business Corporation Law               
contains certain "anti-takeover" provisions which apply to a                    
"registered corporation," unless the registered corporation                     
elects not to be governed by such provisions.  Three Rivers                     
Bancorp will be a "registered corporation" within the meaning of                
Chapter 25 of the Pennsylvania Business Corporation Law because                 
the Three Rivers Bancorp Common Stock is entitled to vote                       
generally in the election of directors and will be registered                   
under the Securities Exchange Act of 1934, as amended.  The                     
relevant provisions are contained in Subchapters 25E through 25H                
of the Pennsylvania Business Corporation Law.                                   

Subchapter 25E of the Pennsylvania Business Corporation Law           
(relating to control transactions) provides that if any person                  
or group acquires 20% or more of the voting power of a covered                  
corporation, the remaining shareholders may demand from such                    
person or group the fair value of their shares, including a                     
proportionate amount of any control premium.                                    

Subchapter 25F of the Pennsylvania Business Corporation Law           
(relating to business combinations) delays for five years and                   
imposes conditions upon "business combinations" between an                      
"interested shareholder" and the corporation.  The term                         
"business combination" is defined broadly to include various                    
transactions utilizing a corporation's assets for purchase price                
amortization or refinancing purposes.  For this purpose, an                     
"interested shareholder" is defined generally as the beneficial                 
owner of at least 20% of a corporation's voting shares.                         

Subchapter 25G of the Pennsylvania Business Corporation Law           
(relating to control-share acquisitions) prevents a person who                  
has acquired 20% or more of the voting power of a covered                       
corporation from voting such shares unless the "disinterested"                  
shareholders approve such voting rights.  Failure to obtain such                
approval exposes the owner to the risk of a forced sale of the                  
shares to the issuer.                                                           

Subchapter 25H of the Pennsylvania Business Corporation Law           
(relating to disgorgement) applies in the event that (i) any                    
person or group publicly discloses that the person or group may                 
acquire control of the corporation or (ii) a person or group                    
acquires (or publicly discloses an offer or intent to acquire)                  
20% or more of the voting power of the corporation and, in                      
either case, sells shares within 18 months thereafter.  Any                     
profits from sales of equity securities of the corporation                      
received by the person or group during such 18-month period                     
belong to the corporation if the securities that were sold were                 
acquired during the 18-month period or within 24 months prior                   
thereto.                                                                        

Subchapter 25I of the Pennsylvania Business Corporation Law           
(relating to severance payments) provides for a minimum                         
severance payment to certain employees terminated within two                    
years of the approval of a control-share acquisition under                      
Subchapter 25G of the Pennsylvania Business Corporation Law.                    
Subchapter 25J of the Pennsylvania Business Corporation Law                     
(relating to labor contracts) prohibits, in connection with a                   
control-share acquisition under Subchapter 25G of the                           
Pennsylvania Business Corporation Law, the abrogation of certain                
labor contracts, if any, prior to their stated date of                          
expiration.                                                                     

Three Rivers Bancorp has elected not to "opt out" of                  
coverage under Subchapter 25 of the Pennsylvania Business                       
Corporation Law, and therefore, the foregoing provisions of                     
Subchapter 25 will be applicable to Three Rivers Bancorp.                       
Subchapters 25E through 25H of the Pennsylvania Business                        
Corporation Law contain a wide variety of transactional and                     
status exemptions, exclusions and safe harbors.                                 

In addition to the foregoing, the Pennsylvania Business               
Corporation Law (a) provides that the Board of Directors can                    
consider the effects of any action upon any or all groups                       
affected by such action, including shareholders, employees,                     
suppliers, customers, creditors and local communities, in                       
determining whether a certain action is in the best interests of                
the corporation; (b) provides that the Board of Directors need                  
not consider the interests of any particular group as dominant                  
or controlling; (c) provides that directors, in order to satisfy                
the presumption that they have acted in the best interests of                   
the corporation, need not satisfy any greater obligation or                     
higher burden of proof with respect to actions relating to an                   
acquisition or potential acquisition of control; (d) provides                   
that actions relating to acquisitions of control that are                       
approved by a majority of "disinterested directors" are presumed                
to satisfy the directors' standard unless it is proven by clear                 
and convincing evidence that the directors did not assent to                    
such action in good faith after reasonable investigation; and                   
(e) provides that the fiduciary duty of directors is solely to                  
the corporation and may be enforced by the corporation or by a                  
shareholder in a derivative action, but not by a shareholder                    
directly.                                                                       

The Pennsylvania Business Corporation Law also explicitly             
provides that the fiduciary duty of directors shall not be                      
deemed to require directors (a) to redeem any rights under, or                  
to modify or render inapplicable, any shareholder rights plan;                  
(b) to render inapplicable, or make determinations under,                       
provisions of the Pennsylvania Business Corporation Law relating                
to control transactions, business combinations, control-share                   
acquisitions or disgorgement by certain controlling shareholders                
following attempts to acquire control; or (c) to act as the                     
board of directors, a committee of the board or an individual                   
director solely because of the effect such action might have on                 
an acquisition or potential or proposed acquisition of control                  
of the corporation or the consideration that might be offered or                
paid to shareholders in such an acquisition.  One of the effects                
of these fiduciary duty provisions may be to make it more                       
difficult for a shareholder to successfully challenge the                       
actions of the Three Rivers Bancorp Board of Directors in a                     
potential change in control context.  Pennsylvania case law                     
appears to provide that the fiduciary duty standard under the                   
Pennsylvania Business Corporation Law grants directors the                      
statutory authority to reject or refuse to consider any                         
potential or proposed acquisition of the corporation.                           

Certain Anti-Takeover Provisions in the Articles of                             
Incorporation and Bylaws                                                        

While the Board of Directors of Three Rivers Bancorp is not           
aware of any effort that might be made to obtain control of                     
Three Rivers after the Distribution, the Board believes that it                 
is appropriate to include certain provisions as part of Three                   
Rivers' Articles of Incorporation to protect the interests of                   
Three Rivers and its shareholders from hostile takeovers that                   
the Board might conclude are not in the best interests of Three                 
Rivers or its shareholders.  These provisions may have the                      
effect of discouraging a future takeover attempt that is not                    
approved by the Board but which individual shareholders may deem                
to be in their best interests or in which shareholders may                      
receive a substantial premium for their shares over the then                    
current market price.  As a result, shareholders who might                      
desire to participate in such a transaction may not have an                     
opportunity to do so.  Such provisions will also render the                     
removal of Three Rivers' Board of Directors or management more                  
difficult.                                                                      

The following discussion is a general summary of certain              
provisions of the Articles of Incorporation and the Bylaws of                   
Three Rivers Bancorp that may be deemed to have such an "anti-                  
takeover" effect.  The description of these provisions is                       
necessarily general and reference should be made in each case to                
the Articles of Incorporation and Bylaws of Three Rivers                        
Bancorp.  For information regarding how to obtain a copy of                     
these documents without charge, see "Available Information."                    

Classified Board of Directors and Related Provisions                            

The Three Rivers Bancorp Articles of Incorporation provide            
that the Board of Directors is to be divided into three classes                 
which shall be as nearly equal in number as possible.  The                      
directors in each class will hold office following their initial                
appointment to office for terms of one year, two years and three                
years, respectively, and, upon reelection, will serve for terms                 
of three years thereafter.  Each director will serve until his                  
or her successor is elected and qualified.  The Articles provide                
that a director may be removed by shareholders only upon the                    
affirmative vote of at least a majority of the votes which all                  
shareholders would be entitled to cast.  The Articles further                   
provide that any vacancy occurring in the Board of Directors,                   
including a vacancy created by an increase in the number of                     
directors, may be filled for the remainder of the unexpired term                
by a majority vote of the directors then in office.                             

A classified board of directors could make it more                    
difficult for shareholders, including those holding a majority                  
of the outstanding shares of Three Rivers Bancorp Common Stock,                 
to force an immediate change in the composition of a majority of                
the Board of Directors.  Because the terms of only one-third of                 
the incumbent directors expire each year, it requires at least                  
two annual elections for the shareholders to change a majority,                 
whereas a majority of a non-classified board may be changed in                  
one year.  In the absence of the provisions of the Articles                     
classifying the Board, all of the directors would be elected                    
each year.                                                                      

Management of the Three Rivers Bancorp believes that the              
staggered election of directors tends to promote continuity of                  
management because only one-third of the Board of Directors is                  
subject to election each year.  Staggered terms guarantee that                  
in the ordinary course approximately two-thirds of the                          
Directors, or more, at any one time have had at least one year's                
experience as directors of Three Rivers, and moderate the pace                  
of change in the composition of the Board of Directors by                       
extending the minimum time required to elect a majority of                      
Directors from one to two years.                                                

Other Antitakeover Provisions                                                   

The Articles of Incorporation and Bylaws of Three Rivers              
Bancorp contain certain other provisions that may also have the                 
effect of deterring or discouraging, among other things, a non-                 
negotiated tender or exchange offer for the Three Rivers Bancorp                
Common Stock, a proxy contest for control of Three Rivers                       
Bancorp, the assumption of control of Three Rivers Bancorp by a                 
holder of a large block of the Three Rivers Bancorp Common Stock                
and the removal of Three Rivers management.  These provisions:                  
(1) empower the Board of Directors, without shareholder                         
approval, to issue preferred stock, the terms of which,                         
including voting power, are set by the Board; (2) restrict the                  
ability of shareholders to remove directors; (3) require that                   
shares with at least 80% of total voting power approve mergers                  
and other similar transactions if the transaction is not                        
approved, in advance, by the Board of Directors; (4) prohibit                   
shareholders' actions without a meeting; (5) eliminate the right                
of shareholders to call a special meeting; (6) require that                     
shares with at least 80%, or in certain instances a majority, of                
total voting power approve the repeal or amendment of Three                     
Rivers' Articles of Incorporation; (7) require any person who                   
acquires stock of Three Rivers Bancorp with voting power of 25%                 
or more to offer to purchase for cash all remaining shares of                   
Three Rivers Bancorp voting stock at the highest price paid by                  
such person for shares of Three Rivers Bancorp voting stock                     
during the preceding year; (8) limit the right of a person or                   
entity to vote more than 10% of the outstanding voting stock of                 
Three Rivers Bancorp; (9) eliminate cumulative voting in                        
elections of directors; and (10) require that shares with at                    
least 66-2/3% of the total voting power of Three Rivers Bancorp                 
voting stock approve any repeal or amendment of Three Rivers'                   
Bylaws.                                                                         

DESCRIPTION OF THREE RIVERS BANCORP CAPITAL STOCK                   

Under Three Rivers Bancorp's Articles of Incorporation,               
which have been filed as an exhibit to the Registration                         
Statement of which this Information Statement forms a part,                     
Three Rivers' authorized capital stock consists of                              
_________ shares, no par value, of which _________ shall be                     
Common Stock and _________ shall be preferred stock ("Preferred                 
Stock").  Based on _________ shares of USBANCORP Common Stock                   
outstanding as of _______________, 2000, and a distribution                     
ratio of one share of Three Rivers Bancorp Common Stock for                     
every two shares of USBANCORP Common Stock outstanding, it is                   
expected that approximately ________ shares of Three Rivers                     
Bancorp Common Stock will be distributed to holders of USBANCORP                
Common Stock.  No Preferred Stock will be distributed to                        
USBANCORP shareholders in connection with the Distribution.                     

Common Stock                                                                    

Voting Rights                                                                   

Each share of the Three Rivers Bancorp Common Stock will              
have the same relative rights and will be identical in all                      
respects with every other share of Three Rivers Bancorp Common                  
Stock.  The holders of Three Rivers Bancorp Common Stock will                   
possess exclusive voting rights in the Company, except to the                   
extent that shares of preferred stock issued in the future may                  
have voting rights, if any.  Each holder of shares of Three                     
Rivers Bancorp Common Stock will be entitled to one vote for                    
each share held of record on all matters submitted to a vote of                 
holders of shares of Three Rivers Bancorp Common Stock.  Holders                
of Three Rivers Bancorp Common Stock will not be entitled to                    
cumulate their votes for election of directors.                                 

Dividends                                                                       

The payment and amount of cash dividends declared by Three            
Rivers Bancorp after the Distribution will be subject to the                    
discretion of the Three Rivers Bancorp Board of Directors.                      
Dividend decisions will be based on a number of factors,                        
including Three Rivers' consolidated operating results and                      
financial condition, tax considerations, industry standards,                    
economic conditions, regulatory restrictions, general business                  
practices and other factors.                                                    

We do not presently anticipate that Three Rivers Bancorp              
will conduct significant operations independent of those of                     
Three Rivers Bank for a substantial period of time following the                
Distribution.  Therefore, we do not expect Three Rivers Bancorp                 
to have any significant source of income other than dividends                   
from Three Rivers Bank, if any.  Consequently, Three Rivers                     
Bancorp's ability to pay cash dividends to its shareholders will                
be dependent upon the ability of Three Rivers Bank to pay                       
dividends to Three Rivers Bancorp.                                              

The Pennsylvania Banking Code provides that cash dividends            
may be declared and paid only out of accumulated net earnings                   
and that, prior to the declaration of any dividend, if the                      
surplus of a bank is less than the amount of its capital, the                   
bank shall, until its surplus is equal to its capital, transfer                 
to its surplus an amount that is at least ten percent (10%) of                  
the net earnings of the bank for the period since the end of its                
last fiscal year or for any shorter period since the bank's most                
recent declaration of a dividend.  The Pennsylvania Banking Code                
further provides that if the surplus of a bank is less than                     
fifty percent (50%) of the amount of its capital, no dividends                  
may be declared or paid by the bank without the prior approval                  
of the Pennsylvania Banking Department until the bank's surplus                 
is equal to or greater than fifty percent (50%) of the bank's                   
capital.                                                                        

Three Rivers Bancorp is subject to the Pennsylvania                   
Business Corporation Law which permits dividends or                             
distributions to be paid as long as the corporation will be able                
to pay its debts in the ordinary course of business after making                
the dividend or distribution.                                                   

Liquidation                                                                     

In the event of any liquidation, dissolution or winding up            
of Three Rivers Bank, Three Rivers Bancorp, as holder of all of                 
the capital stock of Three Rivers Bank, would be entitled to                    
receive all of the assets of Three Rivers Bank after payment of                 
all debts and liabilities of Three Rivers Bank.  In the event of                
a liquidation, dissolution or winding up of Three Rivers                        
Bancorp, each holder of shares of Three Rivers Bancorp Common                   
Stock would be entitled to receive, after payment of all debts                  
and liabilities of Three Rivers Bancorp, a pro rata portion of                  
all assets of Three Rivers Bancorp available for distribution to                
holders of Three Rivers Bancorp Common Stock.  If any preferred                 
stock is issued, the holders thereof may have a priority in                     
liquidation or dissolution over the holders of the Three Rivers                 
Bancorp Common Stock.                                                           

Other Characteristics                                                 

Holders of the Three Rivers Bancorp Common Stock will not             
have preemptive rights with respect to any additional shares of                 
Three Rivers Bancorp Common Stock that may be issued.  The Three                
Rivers Bancorp Common Stock is not subject to call for                          
redemption, and the outstanding shares of Three Rivers Bancorp                  
Common Stock, when issued and upon receipt by Three Rivers                      
Bancorp of the full purchase price therefor, will be fully paid                 
and nonassessable.                                                              

Preferred Stock                                                                 

None of the _________ authorized shares of preferred stock            
of Three Rivers Bancorp will be issued in the Distribution.                     
After the Distribution is completed, the Board of Directors of                  
Three Rivers Bancorp will be authorized, without shareholder                    
approval, to issue preferred stock and to fix and state voting                  
powers, designations, preferences or other special rights of                    
such shares and the qualifications, limitations and restrictions                
thereof.  The preferred stock may rank prior to the Three Rivers                
Bancorp Common Stock as to dividend rights or liquidation                       
preferences, or both, and may have full or limited voting                       
rights.  Should the Board of Directors of Three Rivers Bancorp                  
issue preferred stock, no holder of any such stock will have any                
preemptive right to subscribe for or purchase any stock or any                  
other securities of Three Rivers Bancorp other than such, if                    
any, as the Board of Directors, in its sole discretion, may                     
determine and at such price or prices and upon such other terms                 
as the Board of Directors, in its sole discretion, may fix.                     

INDEMNIFICATION OF DIRECTORS                

The Bylaws of Three Rivers Bancorp provide for (1) the                
indemnification of directors, officers, employees, and agents of                
Three Rivers Bancorp and its subsidiaries and (2) the                           
elimination of a director's liability for monetary damages, in                  
each case to the fullest extent permitted by Pennsylvania law.                  

Pennsylvania law provides that a Pennsylvania corporation             
may indemnify directors, officers, employees, and agents of the                 
corporation against liabilities they may incur in such                          
capacities for any action taken or any failure to act, whether                  
or not the corporation would have the power to indemnify the                    
person under any provision of law, unless such action or failure                
to act is determined by a court to have constituted recklessness                
or willful misconduct.  Pennsylvania law also permits the                       
adoption of a Bylaw amendment, approved by shareholders,                        
providing for the elimination of a director's liability for                     
monetary damages for any action taken or any failure to take any                
action unless (1) the director has breached or failed to perform                
the duties of his/her office; and (2) the breach or failure to                  
perform constitutes self-dealing, willful misconduct or                         
recklessness.                                                                   

Directors and officers of Three Rivers Bancorp will also be           
insured against certain liabilities for their actions as such by                
an insurance policy obtained by Three Rivers Bancorp.                           

TRANSFER AGENT AND REGISTRAR                

The Transfer Agent and Registrar for Three Rivers Bancorp             
Common Stock will be __________________, __________________                     
__________________.                                                             

LISTING AND TRADING OF THREE RIVERS COMMON STOCK                

Prior to the date hereof, there has not been any                      
established trading market for Three Rivers Bancorp Common                      
Stock.  Application is expected to be made to list the Three                    
Rivers Bancorp Common Stock on the Nasdaq National Market under                 
the symbol "TRBC."  It is presently anticipated that Three                      
Rivers Bancorp Common Stock will be approved for listing on the                 
Nasdaq National Market prior to the Distribution Date, and                      
trading is expected to commence on a "when-issued" basis on or                  
after the Record Date.  The term "when issued" indicates a                      
conditional transaction in a security authorized for issuance                   
but not as yet actually issued.  All "when issued" transactions                 
are on an "if" basis, to be settled if and when the actual                      
security is issued and the NASDAQ Stock Market directs that the                 
transactions are to be settled.                                                 

There can be no assurance as to the prices at which Three             
Rivers Bancorp Common Stock will trade before, on or after the                  
Distribution Date.  Until Three Rivers Bancorp Common Stock is                  
fully distributed and an orderly trading market develops in                     
Three Rivers Bancorp Common Stock, the price at which such stock                
trades may fluctuate significantly and may be lower or higher                   
than the respective price that would be expected for a fully                    
distributed issue. Prices for Three Rivers Bancorp Common Stock                 
will be determined in the marketplace and may be influenced by                  
many factors, including (i) the depth and liquidity of the                      
market for Three Rivers Bancorp Common Stock, (ii) developments                 
affecting the business of Three Rivers Bancorp, (iii) investor                  
perception of Three Rivers Bancorp, and (iv) general economic                   
and market conditions.  As of ___________, 2000, there were                     
_________ holders of USBANCORP Common Stock, which approximates                 
the number of prospective record holders of Three Rivers Bancorp                
Common Stock.                                                                   

Shares of Three Rivers Bancorp Common Stock distributed in            
the Distribution will be freely transferable, except for                        
securities received by persons who may be deemed to be                          
affiliates of Three Rivers Bancorp ("Affiliates") under the                     
Securities Act of 1933, as amended (the "Securities Act").                      
Affiliates would generally include individuals or entities that                 
control, are controlled by, or are under common control with                    
Three Rivers Bancorp and will include all Directors and certain                 
officers of Three Rivers.  Persons who are Affiliates of Three                  
Rivers will be permitted to sell their shares of Three Rivers                   
Bancorp Common Stock only pursuant to an effective registration                 
statement under the Securities Act or an exemption from the                     
registration requirements of the Securities Act.                                

2001 ANNUAL MEETING AND SHAREHOLDER PROPOSALS             

Three Rivers' first annual shareholders meeting after the             
Distribution is expected to be held on __________________, 2001.                
If a shareholder wishes to have a proposal considered at the                    
2001 meeting and included in the Proxy Statement for that                       
meeting, the proposal must be received by Three Rivers in                       
writing on or before November ___, 2000.                                        

AVAILABLE INFORMATION               

When the Registration Statement on Form 10, of which this             
Information Statement forms a part, becomes effective, Three                    
Rivers Bancorp will be subject to the reporting requirements of                 
the Securities Exchange Act of 1934, as amended, and, in                        
accordance therewith, will file reports, and proxy materials                    
with the SEC.  Copies of the Form 10, including the exhibits                    
thereto, and the reports, proxy statements and other information                
filed by Three Rivers Bancorp with the SEC can then be inspected                
and copied at the public reference facilities of the SEC,                       
450 Fifth Street N.W., Room 1024, Washington D.C. 20549 and at                  
the SEC's Regional Offices at 7 World Trade Center, 13th floor,                 
New York, NY 10048 and at 500 West Madison Street, Suite 1400,                  
Chicago, IL 60661.  Copies of such material can be obtained at                  
prescribed rates from the Public Reference Section of the SEC,                  
450 Fifth Street N.W, Room 1024, Washington  D.C. 20549.  Copies                
may also be obtained from the SEC's Web Site                                    
(http://www.sec.gov).                                                           

INDEX TO FINANCIAL STATEMENTS               

                                        Page
                                       Reference
CONSOLIDATED FINANCIAL STATEMENTS                                               

Consolidated Balance Sheet - September 30, 1999                                 
(unaudited), December 31, 1998 and December 31, 1997    F-2                 
Consolidated Statement of Income - Nine months                                  
ended September 30, 1999 and September 30, 1998                             
(unaudited) and fiscal years ended December 31,                             
1998, December 31, 1997 and December 31, 1996           F-3                 
Consolidated Statement of Comprehensive Income -                                
Nine months ended September 30, 1999 and                                    
September 30, 1998 (unaudited) and fiscal                                   
years ended December 31, 1998, December 31,                                 
1997 and December 31, 1996                              F-4                 
Consolidated Statement of Stockholders' Equity - Nine                           
months ended September 30, 1999 (unaudited) and fiscal                      
years ended December 31, 1998, December 31, 1997                            
and December 31, 1996                                   F-5                 
Consolidated Statement of Cash Flows - Nine months                              
ended September 30, 1999 and September 30, 1998                             
(unaudited) and fiscal years ended December 31,                             
1998, December 31, 1997 and December 31, 1996           F-6                 
Notes to Consolidated Financial Statements                F-7                   
Report of Independent Auditors                            F-42                  

All other financial statements and schedules have been                
omitted since the required information is not present or not                    
present in amounts sufficient to require submission of the                      
schedule, or because the information required is included in the                
above listed financial statements or the notes thereto.                         

THREE RIVERS BANCORP, INC.          
CONSOLIDATED FINANCIAL STATEMENTS           

CONSOLIDATED BALANCE SHEET            

                                                                [Download Table]

                                         September 30,       At December 31  
                                             1999           1998       1997  
                                          (Unaudited)         (In thousands) 
                                                                             
ASSETS                                                                       
Cash and due from banks                     $ 20,292      $ 16,169   $ 16,855
Interest bearing deposits with banks             -           2,447       -   
Investment securities:                                                       
  Available for sale                         398,297       327,669    279,461
  Held to maturity (market value                                             
    $128,219 at September 30, 1999,                                          
    $151,398 on December 31, 1998,                                           
    and $168,926 on December 31, 1997)       131,903       149,988    167,339
Loans held for sale                               59         1,873      2,541
Loans                                        469,048       466,413    464,243
  Less: Unearned income                           68            92        169
  Allowance for loan losses                    5,600         6,104      6,006
  Net loans                                  463,380       460,217    458,068
Premises and equipment                         5,294         4,489      4,516
Accrued income receivable                      7,059         7,030      6,965
Goodwill and core deposit intangibles          2,937         1,772        103
Bank owned life insurance                     12,271        11,859     11,303
Other assets                                   9,040         2,073        518
Net assets of discontinued mortgage                                          
  banking operations                          10,656        10,455     10,712
    TOTAL ASSETS                          $1,061,188      $996,041   $958,381

LIABILITIES                                                                  
Non-interest bearing deposits             $   86,066      $ 84,969    $71,338
Interest bearing deposits                    462,790       475,481    454,472
    Total deposits                           548,856       560,450    525,810
Federal funds purchased and securities                                       
  sold under agreements to repurchase         20,000        18,305     19,936
Other short-term borrowings                   58,950        23,500     29,000
Advances from Federal Home Loan Bank         359,876       309,891    307,945
Long-term debt                                 2,619         2,576      3,963
Total borrowed funds                         441,445       354,272    360,844
Other liabilities                              9,932         9,833      9,177
    TOTAL LIABILITIES                      1,000,233       924,555    895,831
Commitments and contingent liabilities                                       
  (Note #17)                                                                 

STOCKHOLDERS' EQUITY                                                         
Subsidiary Equity                             72,246        70,396     61,118
Accumulated other comprehensive income       (11,291)        1,090      1,432
    TOTAL STOCKHOLDERS' EQUITY                60,955        71,486     62,550

    TOTAL LIABILITIES AND STOCKHOLDERS'                                      
      EQUITY                              $1,061,188      $996,041   $958,381
<FN>                                                                         
See accompanying notes to consolidated financial statements.                 

                                                        [Enlarge/Download Table]

                                    CONSOLIDATED STATEMENT OF INCOME                   
                           Nine Months    Nine Months                                  
                              Ended          Ended                                     
                          September 30,   September 30,      Year ended December 31,   
                              1999            1998        1998        1997       _1996_
                           (unaudited)    (unaudited)                                  
INTEREST INCOME                                  (In thousands)                        
                                                                                       
Interest and fees on loans:                                                            
  Taxable                 $    27,980  $     29,398   $  38,923  $   38,047  $   32,825
  Tax exempt                      367           454         613         315         209
Deposits with banks                19             5           8          12          18
Federal funds sold                 -              1           1          11         120
Investment securities:                                                                 
  Available for sale           17,651        13,591      18,480      14,560      10,465
  Held to maturity              6,348         7,619       9,901      12,158      11,802
    Total Interest Income      52,365        51,068      67,926      65,103      55,439

INTEREST EXPENSE                                                                       
Deposits                       14,394        14,810      19,714      19,901      19,516
Federal funds purchased                                                                
  and securities sold                                                                  
  under agreements to                                                                  
  repurchase                      757           773       1,004         754         366
Other short-term                                                                       
  borrowings                    1,284         1,531       1,768       1,499       1,178
Advances from Federal Home                                                             
  Loan Bank                    13,485        11,420      15,633      13,447       7,880
Long-term debt                    212           266         336         431         431
Total Interest Expense         30,132        28,800      38,455      36,032      29,371

NET INTEREST INCOME            22,233        22,268      29,471      29,071      26,068
  Provision for loan                                                                   
    losses                        225           225         300         113          90

NET INTEREST INCOME AFTER                                                              
  PROVISION FOR LOAN                                                                   
  LOSSES                        22,008       22,043      29,171      28,958      25,978

NON-INTEREST INCOME                                                                    
Trust fees                         762          698         927         843         791
Net realized gains                                                                     
  on investment securities         273          843       1,316         112          30
Net realized (losses) gains                                                            
  on loans held for sale           (22)         230         235         244          55

Wholesale cash processing                                                              
  fees                             477          530         706         976       1,086
Service charges on deposit                                                             
  accounts                       1,391        1,336       1,813       1,725       1,765
Bank owned life insurance          412          419         556         524         553
Other income                     1,048        1,025       1,365         858         586
  Total Non-Interest Income      4,341        5,081       6,918       5,282       4,866

NON-INTEREST EXPENSE                                                                   
Salaries and employee                                                                  
  benefits                       7,014        6,913       9,125       8,996       8,689
Net occupancy expense            1,397        1,349       1,807       1,823       1,781
Equipment expense                1,114        1,020       1,336       1,309       1,261
Professional fees                  976          948       1,277       1,170       1,119
Supplies, postage, and                                                                 
  freight                          742          777       1,028       1,090       1,143
Miscellaneous taxes and                                                                
  insurance                        418          337         475         398         454
FDIC deposit insurance                                                                 
  expense                          148          148         196          42       2,560
Amortization of goodwill                                                               
  and core deposit                                                                     
  intangibles                      278          152         214         263         263
Other expense                    3,613        3,591       4,862       4,507       4,288
  Total Non-Interest Expense    15,700       15,235      20,320      19,598      21,558

INCOME BEFORE INCOME TAXES      10,649       11,889      15,769      14,642       9,286
  Provision for income                                                                 
    taxes                        3,168        3,591       4,762       4,522       2,523

INCOME FROM CONTINUING                                                                 
  OPERATIONS                     7,481        8,298      11,007      10,120       6,763

Income from Discontinued                                                               
  Mortgage Banking Operations,                                                         
  Net of Tax                       200          539         252       1,286       1,267

NET INCOME                       7,681        8,837      11,259      11,406       8,030
<FN>                                                                                   
See accompanying notes to consolidated financial statements.                           

                                                        [Enlarge/Download Table]

                         CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                      

                                 Nine Months   Nine Months                                   
                                    Ended         Ended           Year ended December 31,    
                                September 30,  September 30,                                 
                                     1999           1998         1998       1997       1996  
COMPREHENSIVE INCOME            (unaudited)    (unaudited)              (In thousands)       
                                                                                             
Net income                         $  7,681     $  8,837       $11,259    $11,406    $ 8,030 
Other comprehensive income,                                                                  
  before tax:                                                                                
  Unrealized holding gains                                                                   
    (losses) on Securities:                                                                  
    Unrealized holding gains                                                                 
      (losses) arising during                                                                
      period                        (17,351)       3,678           826      1,730       (761)
Less: Reclassification                                                                       
  adjustment for gains included                                                              
  in net income, net of tax            (273)        (843)       (1,316)      (112)       (30)
Other comprehensive income                                                                   
  (loss), before tax                (17,624)       2,835          (490)     1,618       (791)
Income tax expense (credit)                                                                  
  related to items of other                                                                  
  comprehensive income               (5,243)         856          (148)       500       (215)
Other comprehensive income                                                                   
   (loss), net of tax               (12,381)       1,979          (342)     1,118       (576)
Comprehensive (loss) income        $ (4,700)     $10,816       $10,917    $12,524    $ 7,454 
                                    ========     =======       =======    =======    ======= 

                                                                [Download Table]


CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                       

                                    Nine Months                                 
                                       Ended                                    
                                   September 30,                                
                                   ____ 1999____     Year ended December 31,    
                                    (unaudited)     1998       1997       1996  
                                                                                
PREFERRED STOCK                     $    -        $    -     $    -    $    -   
Balance at beginning of period           -             -          -         -   
Balance at end of period                 -             -          -         -   
COMMON STOCK                                                                    
Balance at beginning of period        2,015         2,015       2,015     2,015 
Balance at end of period              2,015         2,015       2,015     2,015 
CAPITAL SURPLUS                                                                 
Balance at beginning of period       20,454        13,454      13,454    13,454 
Downstream dividends                     -          7,000         -         -   
Balance at end of period             20,454        20,454      13,454    13,454 
RETAINED EARNINGS                                                               
Balance at beginning of period       37,471        34,937      31,410    30,306 
Income from continuing operations     7,481        11,007      10,120     6,763 
Equity from discontinued                                                        
  mortgage banking operations        10,656        10,455      10,712        -  
Dividends paid                       (5,831)       (8,981)     (6,841)   (5,659)
Dividends received                       -            509         248        -  
Balance at end of period             49,777        47,927      45,649    31,410 
NET UNREALIZED GAIN (LOSS) ON                                                   
  SECURITIES AVAILABLE FOR SALE                                                 
Balance at beginning of period        1,090         1,432         314       890 
Net change in fair value of                                                     
  securities available for sale     (12,381)         (342)      1,118      (576)
Balance at end of period            (11,291)        1,090       1,432       314 
TOTAL STOCKHOLDERS' EQUITY          $60,955       $71,486     $62,550   $47,193 
<FN>                                                                            
See accompanying notes to consolidated financial statements.                    

                                                        [Enlarge/Download Table]

                 CONSOLIDATED STATEMENT OF CASH FLOWS                                       

                                           Nine Months Ended                                
                                              September 30,      _ Year ended December 31,  
                                           1999        1998      1998      1997      1996   
                                       (unaudited) (unaudited)                              
                                                       (In thousands)                       
                                                                                            
OPERATING ACTIVITIES                                                                        
Income from continuing operations        $ 7,481    $ 8,298   $ 11,007   $ 10,120   $ 6,763 
Adjustments to reconcile net income to                                                      
  net cash provided by operating                                                            
  activities:                                                                               
  Income provided by discontinued                                                           
    mortgage banking operations              200        539        252      1,286     1,267 
  Provision for loan losses                  225        225        300        113        90 
  Depreciation and amortization                                                             
    expense                                  657        597        790        855       826 
  Amortization expense of goodwill and                                                      
    core deposit intangibles                 278        152        214        263       263 
  Net amortization of investment                                                            
    securities                               763        459        756         51       190 
  Net realized gains on investment                                                          
    securities                              (273)      (843)    (1,316)      (112)      (30)
  Net realized (gains) losses                                                               
    on loans held for sale                    22       (230)      (235)      (244)      (55)
  Decrease (increase) in accrued income                                                     
    receivable                               (29)        48        (65)      (667)     (540)
  Increase (decrease) in accrued                                                            
    expense payable                          (95)        98         22      1,223        98 
Net cash provided by operating                                                              
  activities                               9,229      9,343     11,725     12,888     8,872 

INVESTING ACTIVITIES                                                                        
Purchase of investment securities and                                                       
  other short-term investments          (265,224)  (216,646)  (381,078)  (348,925) (257,151)
Proceeds from maturities of investment                                                      
  securities and other short-term                                                           
   investments                            78,907     59,077     93,677    136,237    53,689 
Proceeds from sales of investment                                                           
  securities and other short-term                                                           
  investments                            133,284    137,583   257,104    128,968   170,098  
Long-term loans originated              (137,466)  (131,633) (154,285)  (162,541) (209,846) 
Loans held for sale                          (59)    (1,430)   (1,873)    (2,541)     (556) 
Principal collected on long-term                                                            
  loans                                  135,037    129,865   153,601    130,410   146,531  
Net decrease (increase) in                                                                  
 other short-term loans                      892        920      1,011         97      (961)
Purchases of premises and equipment       (1,571)      (682)      (815)      (383)   (1,160)
Sale/retirement of premises and                                                             
  equipment                                  109         41         53         54        43 
Net (increase) decrease in other assets  (21,404)      (964)    (4,588)     3,592    (4,012)
Net cash used by investing activities    (77,495)   (23,869)   (37,193)  (115,032) (103,325)

FINANCING ACTIVITIES                                                                        
Proceeds from sales of certificates of                                                      
  deposit                                241,992    231,538    293,679    186,407   140,060 
Payments for maturing certificates of                                                       
  deposit                               (268,419)  (205,684)  (255,579)  (200,612) (150,541)
Net increase (decrease) in demand and                                                       
  savings deposits                        14,833     (1,427)    (3,460)    10,679   (13,171)
Net increase (decrease) in federal                                                          
  funds purchased, securities sold                                                          
  under agreements to repurchase, and                                                       
  other short-term borrowings             37,145    (21,609)    (7,131)    12,914    30,743 
Net principal borrowings                                                                    
  on advances from Federal Home Loan                                                        
  Bank                                    49,985     11,958      1,946     95,446    90,622 
Borrowing (repayments) of long-term                                                         
  debt                                        43     (1,102)    (1,387)    (1,045)   (1,619)
Common stock dividends paid               (5,831)    (6,257)    (8,981)    (6,841)   (5,659)
Dividends received from subsidiaries           -        509        509        248         - 
Contributions from Parent                      -      7,000      7,000          -         - 
Net increase (decrease) in other                                                            
  liabilities                                194       (813)       633       (556)      724 
Net cash provided by financing                                                              
  activities                              69,942     14,113     27,229     96,640    91,159 

NET INCREASE (DECREASE) IN CASH                                                             
  EQUIVALENTS                              1,676       (413)     1,761     (5,504)   (3,294)
CASH EQUIVALENTS AT BEGINNING OF PERIOD   18,616     16,855     16,855     22,359    25,653 
CASH EQUIVALENTS AT END OF PERIOD        $20,292    $16,442    $18,616    $16,855   $22,359 
<FN>                                                                                        
See accompanying notes to consolidated financial statements.                                

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

1.  NATURE OF OPERATIONS AND BASIS OF PRESENTATION                              

On July 12, 1999, USBANCORP, Inc., the Bank's holding                 
company parent, announced that its Board of Directors approved a                
plan to split USBANCORP's banking subsidiaries into two separate                
publicly traded companies.  The plan will be effected through a                 
tax-free spin-off, is expected to take six to nine months to                    
complete and is contingent upon a favorable tax ruling from the                 
Internal Revenue Service and regulatory approvals.                              

Under the proposed tax-free spin-off plan, 100% of the                
shares of the holding company to be formed for Three Rivers                     
Bank, to be known as Three Rivers Bancorp, Inc., would be                       
distributed as a dividend to the shareholders of USBANCORP in                   
proportion to their existing USBANCORP ownership.  Shareholders                 
would retain their existing USBANCORP shares.  Standard Mortgage                
Company of Georgia, a mortgage banking company that is currently                
a subsidiary of Three Rivers Bank, will be internally spun-off                  
from Three Rivers Bank to USBANCORP prior to consummation of the                
proposed Three Rivers Bank spin-off.                                            

The Consolidated Financial Statements included herein may             
not necessarily be indicative of the results of operations,                     
financial position and cash flows of Three Rivers Bancorp, Inc.                 
in the future or had it operated as a separate, independent                     
company during the periods presented.  The Consolidated                         
Financial Statements included herein do not reflect any changes                 
that may occur in the financial condition and operations of the                 
Bank as a result of the Distribution.                                           

The Spin-Off will result in the division of certain of                
Parent's existing corporate support functions between the two                   
resulting entities.  Corporate expenses included in Three Rivers                
Bancorp, Inc.'s financial results represent an allocation of                    
Parent's consolidated corporate expense to the entities                         
comprising Three Rivers Bancorp, Inc.  The allocation of                        
corporate expense is based on a specific review to identify                     
costs incurred for the benefit of the banking business and in                   
management's judgment results in a reasonable allocation of such                
costs.  Three Rivers Bancorp was allocated $1.9 million, $1.9                   
million, and $1.8 million of overhead costs related to                          
USBANCORP's shared administrative and support functions for the                 
years 1998, 1997, and 1996, respectively.  The allocation was                   
largely based upon Three Rivers Bancorp's total assets as a                     
percentage of USBANCORP's total assets during such prior                        
periods.                                                                        

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

Principles of Consolidation                                                     

The consolidated financial statements include accounts of             
Three Rivers Bancorp, Inc. and its wholly-owned subsidiary,                     
Three Rivers Bank and Trust Company, including its subsidiaries                 
TRB Financial Services Company and Community First Capital                      
Corporation.  The consolidated interim financial statements have                
been prepared without audit.  Certain information and footnote                  
disclosures normally included in financial statements presented                 
in accordance with generally accepted accounting principles have                
been condensed or omitted.  Three Rivers Bancorp, Inc. believes                 
the disclosures made are adequate to make the interim financial                 
information presented not misleading.                                           

In the opinion of management, the accompanying consolidated           
interim financial statements reflect all adjustments (which                     
include only normal recurring adjustments) necessary to present                 
fairly the financial position of  Three Rivers Bancorp, Inc. as                 
of September 30, 1999 and December 31, 1998 and 1997, and the                   
results of operations and cash flows for the nine months ended                  
September 30, 1999 and 1998, and for the years ended                            
December 31, 1998, 1997 and 1996.                                               

Business and Nature of Operations:                                              

Three Rivers Bancorp, Inc. (the "Bank") is a Pennsylvania-            
chartered bank holding company headquartered in Monroeville,                    
Pennsylvania. The Bank operates 24 banking offices in three                     
southwestern Pennsylvania counties.  These offices provide a                    
full range of consumer, mortgage, commercial, and trust                         
financial products.  The information contained in the financial                 
statements and these accompanying notes relates only to the Bank                
on a stand-alone basis.                                                         

As discussed above, Standard Mortgage Company of Georgia              
("SMC"), a mortgage banking company that historically was a                     
subsidiary of TRB, will be internally spun-off from TRB to the                  
Parent prior to the consummation of the proposed TRB spin-off.                  
Accordingly, results of operations and cash flows of SMC have                   
been reported as discontinued operations for all periods                        
presented in the consolidated financial statements of TRB.  The                 
consolidated balance sheets for all periods presented also                      
reflects SMC as a discontinued operation.  Summarized financial                 
information of the discontinued operations is presented in the                  
following tables:                                                               

                                                                [Download Table]

Net assets of discontinued mortgage banking operations:                             

                                      At September 30, 1999    At December 31,      
ASSETS                                    (unaudited)          1998       1997      
                                                                                    
Cash and due from banks                       235                $30      $421      
Interest bearing deposits banks               149                                   
Loans held for sale                        20,708             47,880     9,946      
Net loans                                  11,721             10,387    11,800      
Premises and equipment                        797                514       365      
Mortgage servicing rights                  14,858             16,536    15,227      
Goodwill and core deposit intangibles         258                278       304      
Other assets                                2,784              1,562     1,279      
TOTAL ASSETS                              $51,510            $77,187   $39,342      

LIABILITIES                                                                         
Other short-term borrowings                33,303            $57,203   $21,292      
Long-term debt                              5,156              6,563     4,083      
Total borrowed funds                       38,459             63,766    25,375      
Other liabilities                           2,395              2,966     3,255      
TOTAL LIABILITIES                         $40,854            $66,732   $28,630      

NET ASSETS                                $10,656            $10,455   $10,712      


Income from discontinued mortgage banking operations:                               

                                  For the Nine Months                               
                                         Ended                  For the year ended  
                                     September 30,                  December 31,    
                                        (unaudited)                                 
                                   1999           1998         1998     1997    1996
                                                                                    
Interest income                   $2,597         $1,995      $2,846   $1,883  $1,593
Interest expense                   1,608            851       1,398      455     368
Net interest income                  989          1,144       1,448    1,428   1,225
Provision for loan losses             75             -           -        -       - 
Non-interest income                4,691          4,882       6,417    6,163   5,609
Non-interest expense               5,264          5,155       7,445    5,495   4,769
Income before income taxes           341            871         420    2,096   2,065
Provision for income taxes           141            332         168      810     798
Income from discontinued                                                            
   mortgage banking operations      $200           $539        $252   $1,286  $1,267

Investment Securities:                                                          

Securities are classified at the time of purchase as                  
investment securities held to maturity if it is management's                    
intent and the Bank has the ability to hold the securities until                
maturity.  These held to maturity securities are carried on the                 
Bank's books at cost, adjusted for amortization of premium and                  
accretion of discount which is computed using the level yield                   
method which approximates the effective interest method.                        
Alternatively, securities are classified as available for sale                  
if it is management's intent at the time of purchase to hold the                
securities for an indefinite period of time and/or to use the                   
securities as part of the Bank's asset/liability management                     
strategy. Securities classified as available for sale include                   
securities which may be sold to effectively manage interest rate                
risk exposure, prepayment risk, and other factors (such as                      
liquidity requirements). These available for sale securities are                
reported at fair value with unrealized aggregate appreciation                   
(depreciation) excluded from income and credited (charged) to a                 
separate component of shareholders' equity on a net of tax                      
basis.  Any security classified as trading assets are reported                  
at fair value with unrealized aggregate appreciation                            
(depreciation) included in current income on a net of tax basis.                
The Bank presently does not engage in trading activity.                         
Realized gain or loss on securities sold was computed upon the                  
adjusted cost of the specific securities sold.                                  

Loans:                                                                          

Interest income is recognized using methods which                     
approximate a level yield related to principal amounts                          
outstanding.  The Bank discontinues the accrual of interest                     
income when loans, except for loans that are insured for credit                 
loss, become 90 days past due in either principal or interest.                  
In addition, if circumstances warrant, the accrual of interest                  
may be discontinued prior to 90 days.  In all cases, payments                   
received on non-accrual loans are credited to principal until                   
full recovery of principal has been recognized; it is only after                
full recovery of principal that any additional payments received                
are recognized as interest income. The only exception to this                   
policy is for residential mortgage loans wherein interest income                
is recognized on a cash basis as payments are received. A non-                  
accrual loan is placed on accrual status after becoming current                 
and remaining current for twelve consecutive payments (except                   
for residential mortgage loans which only have to become                        
current).                                                                       

Loan Fees:                                                                      

Loan origination and commitment fees, net of associated               
direct costs, are deferred and amortized into interest and fees                 
on loans over the loan or commitment period. Fee amortization is                
determined by either the straight-line method, or the effective                 
interest method, which do not differ materially.                                

Mortgage Loans Held For Sale:                                                   

Newly originated fixed-rate residential mortgage loans are            
classified as "held for sale," if it is management's intent to                  
sell these residential mortgage loans.  The residential mortgage                
loans held for sale are carried at the lower of aggregate cost                  
or market value.                                                                

Premises and Equipment:                                                         

Premises and equipment are stated at cost less accumulated            
depreciation and amortization.  Depreciation is charged to                      
operations over the estimated useful lives of the premises and                  
equipment using the straight-line method.  Useful lives of up to                
45 years for buildings and up to 12 years for equipment are                     
utilized. Leasehold improvements are amortized using the                        
straight-line method over the terms of the respective leases or                 
useful lives of the improvements, whichever is shorter.                         
Maintenance, repairs, and minor alterations are charged to                      
current operations as expenditures are incurred.                                

Allowance for Loan Losses and Charge-off Procedures:                            

As a financial institution which assumes lending and credit           
risks as a principal element of its business, the Bank                          
anticipates that credit losses will be experienced in the normal                
course of business.  Accordingly, the Bank consistently applies                 
a comprehensive methodology and procedural discipline which is                  
updated on a quarterly basis to determine both the adequacy of                  
the allowance for loan losses and the necessary provision for                   
loan losses to be charged against earnings.  This methodology                   
includes:                                                                       

A detailed review of all criticized and impaired loans to             
determine if any specific reserve allocations are required on an                
individual loan basis.  The specific reserve established for                    
these criticized and impaired loans is based on careful analysis                
of the loan's performance, the related collateral value, cash                   
flow considerations and the financial capability of any                         
guarantor.                                                                      

The application of formula driven reserve allocations for             
all commercial and commercial real-estate loans are calculated                  
by using a three year migration analysis of net losses incurred                 
within each risk grade for the entire commercial loan portfolio.                
The difference between estimated and actual losses is reconciled                
through the dynamic nature of the migration analysis.                           

The application of formula driven reserve allocations to              
installment and mortgage loans which are based upon historical                  
charge-off experience for those loan types.  The residential                    
mortgage loan allocation is based upon the Bank's five year                     
historical average of actual loan charge-offs experienced in                    
that category.  The same methodology is used to determine the                   
allocation for consumer loans except the allocation is based                    
upon an average of the most recent actual three year historical                 
charge-off experience for consumer loans.                                       

The application of formula driven reserve allocations to              
all outstanding loans and certain unfunded commitments is based                 
upon review of historical losses and qualitative factors, which                 
include but are not limited to, economic trends, delinquencies,                 
concentrations of credit, trends in loan volume, experience and                 
depth of management, examination and audit results, effects of                  
any changes in lending policies and trends in policy exceptions.                

The maintenance of a general unallocated reserve in order             
to provide conservative positioning based on an assessment of                   
the regional economy and to provide protection against credit                   
risks resulting from other inherent risk factors contained in                   
the Bank's loan portfolio.  It must be emphasized that a general                
unallocated reserve is prudent recognition of the fact that                     
reserve estimates, by definition, lack precision.  After                        
completion of this process, a formal meeting of the Loan Loss                   
Reserve Committee is held to evaluate the adequacy of the                       
reserve and establish the provision level for the next quarter.                 
The Bank believes that the procedural discipline, systematic                    
methodology, and comprehensive documentation of this quarterly                  
process is in full compliance with all regulatory requirements                  
and provides appropriate support for accounting purposes.  When                 
it is determined that the prospects for recovery of the                         
principal of a loan have significantly diminished, the loan is                  
immediately charged against the allowance account; subsequent                   
recoveries, if any, are credited to the allowance account. In                   
addition, non-accrual and large delinquent loans are reviewed                   
monthly to determine potential losses. Consumer loans are                       
considered losses when they are 90 days past due, except loans                  
that are insured for credit loss.                                               

The Bank's policy is to individually review, as                       
circumstances warrant, each of its commercial and commercial                    
mortgage loans to determine if a loan is impaired.  At a                        
minimum, credit reviews are mandatory for all commercial and                    
commercial mortgage loans with balances in excess of $500,000                   
within an 18 month period.  The Bank has also identified two                    
pools of small dollar value homogeneous loans which are                         
evaluated collectively for impairment.  These separate pools are                
for residential mortgage loans and consumer loans.  Individual                  
loans within these pools are reviewed and removed from the pool                 
if factors such as significant delinquency in payments of 90                    
days or more, bankruptcy, or other negative economic concerns                   
indicate impairment.                                                            

Comprehensive Income:                                                           

In January 1998, the Bank adopted SFAS #130, "Reporting               
Comprehensive Income," which establishes standards for reporting                
and displaying comprehensive income and its components in a                     
financial statement.  For the Bank, comprehensive income                        
includes net income and unrealized holding gains and losses from                
available for sale investment securities.  The balances of other                
accumulated comprehensive income were $1,090,000, $1,432,000 and                
$314,000 at December 31, 1998, 1997 and 1996, respectively.                     

Segment Reporting:                                                              

In June, 1997, the Financial Accounting Standards Board               
("FASB") issued Statement No. 131 "Disclosures about Segments of                
an Enterprise and Related Information" ("FAS No. 131") which is                 
effective for financial statements for periods beginning after                  
December 15, 1997.  FAS No. 131 redefines how operating segments                
are determined and requires disclosures of certain financial and                
descriptive information about a company's operating segments.                   
Under current conditions the Bank is reporting one business                     
segment.                                                                        

Statement of Cash Flows:                                                        

Cash equivalents include cash and due from banks, interest            
bearing deposits with banks, federal funds sold and securities                  
purchased under agreements to resell, and short-term                            
investments.  The Bank made $4,599,000 in income tax payments in                
1998; $3,819,000 in 1997; and $1,859,000 in 1996.  The Bank made                
total interest expense payments of $38,433,000 in 1998;                         
$34,809,000 in 1997; and $29,273,000 in 1996.                                   

Income Taxes:                                                                   

Deferred tax assets or liabilities are computed based on              
the difference between the financial statement and income tax                   
bases of assets and liabilities using the enacted marginal tax                  
rate.  Deferred income tax expenses or credits are based on the                 
changes in the asset or liability from period to period.                        

Interest Rate Contracts:                                                        

The Bank uses various interest rate contracts, such as                
interest rate swaps, caps and floors, to help manage interest                   
rate and market valuation risk exposure, which is incurred in                   
normal recurrent banking activities.  These interest rate                       
contracts function as hedges against specific assets or                         
liabilities on the Balance Sheet.  Unrealized gains or losses on                
these hedge transactions are deferred.  It is the Bank's policy                 
not to terminate hedge transactions prior to expiration date.                   
For interest rate swaps, the interest differential to be paid or                
received is accrued by the Bank and recognized as an adjustment                 
to interest income or interest expense of the underlying assets                 
or liabilities being hedged.  Because only interest payments are                
exchanged, the cash requirement and exposure to credit risk are                 
significantly less than the notional amount.  Any premium or                    
transaction fee incurred to purchase interest rate caps or                      
floors is deferred and amortized to interest income or interest                 
expense over the term of the contract.  Unamortized premiums                    
related to the purchase of caps and floors are included in                      
"Other assets" on the Balance Sheet.                                            

Risk Management Overview:                                                       

Risk identification and management are essential elements             
for the successful management of the Bank.  In the normal course                
of business, the Bank is subject to various types of risk,                      
including interest rate, credit, and liquidity risk.  The Bank                  
controls and monitors these risks with policies, procedures, and                
various levels of managerial and Board oversight.  The Bank's                   
objective is to optimize profitability while managing and                       
controlling risk within Board approved policy limits.  Interest                 
rate risk is the sensitivity of net interest income and the                     
market value of financial instruments to the magnitude,                         
direction, and frequency of changes in interest rates.  Interest                
rate risk results from various repricing frequencies and the                    
maturity structure of assets, liabilities, and off-balance sheet                
positions.  The Bank uses its asset liability management policy                 
and hedging policy to control and manage interest rate risk.                    

Credit risk represents the possibility that a customer may            
not perform in accordance with contractual terms.  Credit risk                  
results from extending credit to customers, purchasing                          
securities, and entering into certain off-balance sheet                         
financial instruments.  The Bank's primary credit risk occurs in                
the loan portfolio.  The Bank uses its credit policy and                        
disciplined approach to evaluating the adequacy of the allowance                
for loan losses to control and manage credit risk.  The Bank's                  
investment policy and hedging policy strictly limit the amount                  
of credit risk that may be assumed in the investment portfolio                  
and through off-balance sheet activities.                                       

Liquidity risk represents the inability to generate cash or           
otherwise obtain funds at reasonable rates to satisfy                           
commitments to borrowers, as well as, the obligations to                        
depositors and debtholders.  The Bank uses its asset liability                  
management policy and contingency funding plan to control and                   
manage liquidity risk.                                                          

Future Accounting Standards:                                                    

In June 1998, the Financial Accounting Standards Board                
("FASB") issued Statement #133, "Accounting for Derivative                      
Instruments and Hedging Activities"("SFAS #133"), which is                      
required to be adopted in years beginning after June 15, 1999.                  
The statement permits early adoption as of the beginning of any                 
fiscal quarter after its issuance.  The statement will require                  
the Bank to recognize all derivatives on the balance sheet at                   
fair value.  Derivatives that are not hedges must be adjusted to                
fair value through income.  If a derivative is a hedge,                         
depending on the nature of the hedge, changes in the fair value                 
of the derivative will either be offset against the change in                   
fair value of the hedged asset, liability, or firm commitment                   
through earnings, or recognized in other comprehensive income                   
until the hedged item is recognized in earnings.  The                           
ineffective portions of a derivative's change in fair value will                
be immediately recognized in earnings.  This statement has been                 
amended by SFAS #137 "Accounting for Derivative Instruments and                 
Hedging Activities-Deferral of the effective date of SFAS #133."                
SFAS #137 will be effective for years beginning after June 15,                  
2000.  The Bank has not yet quantified the impact of adopting                   
SFAS #133 on its financial statements and has not determined the                
timing of, or method of adoption of SFAS #133.  However, SFAS                   
#133 could increase volatility in earnings and other                            
comprehensive income.                                                           

3.  CASH AND DUE FROM BANKS                                                     

Cash and due from banks at September 30, 1999 and                     
December 31, 1998, and 1997, included $9,043,000, $8,600,000 and                
$4,234,000, respectively, of reserves required to be maintained                 
under Federal Reserve Bank regulations.                                         

4.  INTEREST BEARING DEPOSITS WITH BANKS                                        

The book value of interest bearing deposits with domestic             
banks are as follows:                                                           

       At December 31,
        1998                        1997
        (In thousands)

Total                      $2,447                      $   --                   

All interest bearing deposits with domestic banks mature              
within three months. The Bank had no deposits in foreign banks                  
nor in foreign branches of United States banks.                                 

5.  INVESTMENT SECURITIES                                                       

The book and market values of investment securities are               
summarized as follows:                                                          

Investment securities available for sale:                                       

  September 30, 1999
   Gross       Gross
      Book   Unrealized  Unrealized   Market
      Value    Gains       Losses      Value
        (In thousands and unaudited)
U.S. Treasury          $  -     $   -       $     -      $     -                
U.S. Agency             17,727      -         (838)       16,889                
State and municipal      1,242     12          -           1,254                
U.S. Agency mortgage-                                                           
Backed securities    365,128      -      (16,116)      349,012              
Other securities (1)    31,802      -         (660)       31,142                
Total              $415,899  $  12     $(17,614)     $398,297             

(1)   Other investment securities include corporate notes and                   
bonds, asset-backed securities, and equity securities.              

Investment securities held to maturity:                                         

                                                                [Download Table]

                                 September 30, 1999             
                                   Gross      Gross             
                       Book     Unrealized   Unrealized   Market
                       Value      Gains       Losses       Value
                               (In thousands and unaudited)     
                                                                
U.S. Treasury       $  5,047     $     -     $     (49) $  4,998
U.S. Agency                -           -             -         -
State and municipal   59,644         310        (3,060)   56,894
U.S. Agency mortgage-                                           
  Backed securities   67,212         170        (1,055)   66,327
Other securities(1)        -           -             -         -
   Total            $131,903        $480     $  (4,164) $128,219
<FN>                                                            
(1)   Other investment securities include corporate notes and   
      bonds, asset-backed securities, and equity securities.    

Investment securities available for sale:                                       

                                                                [Download Table]

                                 At December 31, 1998           
                                  Gross       Gross             
                       Book    Unrealized   Unrealized   Market 
                      Value       Gains       Losses      Value 
                                    (In thousands)              
                                                                
U.S. Treasury       $      -     $    -       $   -     $      -
U.S. Agency           16,025         39           -       16,064
State and municipal    2,326         37           -        2,363
U.S. Agency                                                     
  mortgage-backed                                               
  securities         290,703      1,947        (577)     292,073
Other securities(1)   17,169          -           -       17,169

Total               $326,223     $2,023       $(577)    $327,669


Investment securities held to maturity:                         

                                  At December 31, 1998          
                                  Gross       Gross             
                       Book    Unrealized   Unrealized   Market 
                      Value       Gains       Losses      Value 
                                    (In thousands)              
                                                                
U.S. Treasury       $  5,089     $    -       $ (33)    $  5,056
U.S. Agency                -          -           -            -
State and municipal   51,718        799        (524)      51,993
U.S. Agency                                                     
  mortgage-backed                                               
  securities          93,181      1,348        (180)      94,349
Other securities(1)        -          -           -            -

Total               $149,988     $2,147       $(737)    $151,398
<FN>                                                            
(1)  Other investment securities include corporate notes and    
   bonds, asset-backed securities, and equity securities.       

                                                                [Download Table]


Investment securities available for sale:                                  

                                 At December 31, 1997                      
                                  Gross       Gross                        
                       Book    Unrealized   Unrealized    Market           
                      Value       Gains       Losses      Value            
                                    (In thousands)                         
                                                                           
U.S. Treasury       $      -     $     -      $   -     $      -           
U.S. Agency            1,020          11          -        1,031           
State and municipal    4,476         108          -        4,584           
U.S. Agency                                                                
  mortgage-backed                                                          
  securities         254,907       2,343       (248)     257,002           
Other securities(1)   16,844           -          -       16,844           

Total               $277,247     $2,462       $(248)    $279,461           

Investment securities held to maturity:                                    

                                  Gross       Gross                        
                       Book    Unrealized  Unrealized   Market             
                       Value      Gains       Losses      Value            
                                    (In thousands)                         
                                                                           
U.S. Treasury       $  4,008     $    -       $  (3)    $  4,005           
U.S. Agency                -          -           -            -           
State and municipal   36,569        723         (23)      37,269           
U.S. Agency                                                                
   mortgage-backed                                                         
   securities        126,762      1,236        (346)     127,652           
Other securities(1)        -          -           -            -           

Total               $167,339     $1,959       ($372)    $168,926           
<FN>                                                                       
(1)   Other investment securities include corporate notes and bonds, asset-
      backed securities, and equity securities.                            

All purchased investment securities are recorded on                   
settlement date which is not materially different from the trade                
date.  Realized gains and losses are calculated by the specific                 
identification method.                                                          

Maintaining investment quality is a primary objective of              
the Bank's investment policy which, subject to certain limited                  
exceptions, prohibits the purchase of any investment security                   
below a Moody's Investors Service or Standard & Poor's rating of                
"A."  At September 30, 1999, 98.2% of the portfolio was rated                   
"AAA" as compared to 98.2% and 99.4% at December 31, 1998 and                   
1997, respectively. Less than 1.0% of the portfolio was rated                   
below "A" or unrated on September 30, 1999.  The book value of                  
securities pledged to secure public and trust deposits, as                      
required by law, was $328,299,000 at September 30, 1999,                        
$208,932,000 at December 31, 1998, and $41,498,000 at                           
December 31, 1997.  The Bank realized $396,000, $1,584,000 and                  
$657,000 of gross investment security gains and $123,000,                       
$268,000 and $545,000 of gross investment security losses on                    
available for sale securities in the nine months ended                          
September 30, 1999 and the years ended December 31, 1998 and                    
1997, respectively.  The following table sets forth the                         
contractual maturity distribution of the investment securities,                 
book and market values, and the weighted average yield for each                 
type and range of maturity as of September 30, 1999.  Yields are                
not presented on a tax-equivalent basis, but are based upon book                
value and are weighted for the scheduled maturity.  Average                     
maturities are based upon the original contractual maturity                     
dates with the exception of mortgage-backed securities and                      
asset-backed securities for which the average lives were used.                  

                                                        [Enlarge/Download Table]

AVAILABLE FOR SALE AT SEPTEMBER 30, 1999 (In thousands, except yields, and unaudited)                               
                                   Within 1     After 1 within 5    After 5 within 10    After 10         Total     
BOOK VALUE                       Amount  Yield    Amount   Yield    Amount    Yield   Amount  Yield   Amount   Yield
                                                                                                                    
US TREASURY                         -      -         -       -         -         -        -      -        -      -  
US AGENCY                           -      -      7,835    5.62     9,892     6.40        -      -    17,727   6.06 
STATE AND MUNICIPALS                -      -         -       -      1,242     5.74        -      -     1,242   5.74 
COLLATERALIZED MORTGAGE OBLIG       -      -     14,787    6.28   201,419     6.34   148,922   6.48  365,128   6.40 
OTHER SECURITIES                21,556   6.00         -      -_     2,000     5.17     8,246   7.83   31,802   6.42 

TOTAL                           21,556   6.00    22,622    6.05   214,553     6.33   157,168   6.55  415,899   6.39 

MARKET VALUE                                                                                                        
US TREASURY                         -                 -                -                  -               -         
US AGENCY                           -             7,529             9,360                 -           16,889        
STATE AND MUNICIPALS                -                 -             1,254                 -            1,254        
COLLATERALIZED MORTGAGE OBLIG       -            14,528           192,325            142,159         349,012        
OTHER SECURITIES                21,556                -             1,994              7,592          31,142        

TOTAL                           21,556           22,057           204,933            149,751         398,297        


HELD TO MATURITY AT SEPTEMBER 30, 1999 (In thousands, except yields, and unaudited)                                 

                                    Within 1     After 1 within 5 After 5 within 10   After 10       Total          
BOOK VALUE                        Amount  Yield   Amount  Yield    Amount  Yield    Amount  Yield  Amount  Yield    
                                                                                                                    
US TREASURY                       5,047   4.20       -      -         -       -        -      -    5,047   4.20     
US AGENCY                             -      -       -      -         -       -        -      -       -       -     
STATE AND MUNICIPALS                  -      -    7,171   4.67     4,460    5.48    48,013  4.90  59,644   4.92     
COLLATERALIZED MORTGAGE OBLIG     7,270   6.66   37,299   7.01    14,449    6.62     8,194  6.69  67,212   6.85     
OTHER SECURITIES                      -      -       -      -         -       -         -      -      -       -     

TOTAL                            12,317   3.93   44,470   6.63    18,909    6.35    56,207  5.16 131,903   5.72     

MARKET VALUE                                                                                                        
US TREASURY                        4,998              -                -                 -         4,998            
US AGENCY                              -              -                -                 -             -            
STATE AND MUNICIPALS                   -          7,189            4,440            45,265        56,894            
COLLATERALIZED MORTGAGE OBLIG      7,297         37,076           13,931             8,023        66,327            
OTHER SECURITIES                       -              -                -                 -             -            

TOTAL                             12,295         44,265           18,371            53,288       128,219            

6.  LOANS AND LOANS HELD FOR SALE                                               

The loan portfolio of the Bank consisted of the following:                      

          September 30,       At December 31
              1999          1998        1997
        (unaudited)       (In thousands)
Commercial                     $53,369     $ 53,563    $ 39,003                 
Commercial loans secured by                                                     
real estate                  187,189      167,091     171,377               
Real estate-mortgage           198,338      213,067     225,008                 
Consumer                        30,211       34,565      31,396                 
Loans                          469,107      468,286     466,784                 
Less:  Unearned income             (68)         (92)       (169)                
Loans, net of unearned income $469,039     $468,194    $466,615                 

Real estate construction loans were not material at these             
presented dates and comprised 3.0%, 4.2% and 2.1% of total loans                
net of unearned income at September 30, 1999, December 31, 1998                 
and 1997, respectively.  The Bank has no direct credit exposure                 
to foreign countries.  Most of the Bank's loan activity is with                 
customers located in the southwestern Pennsylvania geographic                   
area.  As of December 31, 1998, loans to customers engaged in                   
similar activities and having similar economic characteristics,                 
as defined by standard industrial classifications, did not                      
exceed 10% of total loans.  In the ordinary course of business,                 
the subsidiaries have transactions, including loans, with their                 
officers, directors, and their affiliated companies.  These                     
transactions were on substantially the same terms as those                      
prevailing at the time for comparable transactions with                         
unaffiliated parties and do not involve more than the normal                    
credit risk.  These loans totaled $512,000 and $617,000 at                      
December 31, 1998 and 1997, respectively.  An analysis of these                 
related party loans follows:                                                    

                          Year ended December 31
                          1998        1997
                          (In thousands)
Balance beginning of period                  $617        $740                   
New loans                                     209         503                   
Payments                                      314         626                   
Balance end of period                        $512        $617                   

7. ALLOWANCE FOR LOAN LOSSES                                                    

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

Nine Months               
Ended                 
          September 30,  Year ended December 31,
            1999        1998    1997    1996
                          (In thousands)
Balance, beginning of period $6,104     $6,006   $6,025   $6,834                
Provision for loan losses       225        300      113       90                
Recoveries on loans                                                             
Previously charged-off         237        224      306      200               
Loans charged-off               966        426      438    1,099                
Balance, end of period       $5,600     $6,104   $6,006   $6,025                

8. NON-PERFORMING ASSETS                                                        

Non-performing assets are comprised of (i) loans which are            
on a non-accrual basis, (ii) loans which are contractually past                 
due 90 days or more as to interest or principal payments some of                
which are insured for credit loss, and (iii) other real estate                  
owned (real estate acquired through foreclosure and in-substance                
foreclosures).                                                                  

The following table presents information concerning non-                        
performing assets:                                                              

                                                                [Download Table]

                        September 30,                At December 31,_______   
                             1999       1998    1997    1996     1995   1994  
                         (unaudited)      (In thousands, except percentages)  
                                                                              

Non-accrual loans           $8,173    $2,553  $2,871   $3,579  $4,568  $2,987 
Loans past due 90 days                                                        
  or more                      387        37     956    1,252     433     604 
Other real estate owned        422       526     681      222     612     902 
Total non-performing assets $8,982    $3,116  $4,508   $5,053  $5,613  $4,493 
Total non-performing assets                                                   
  as a percent of loans and                                                   
  loans held for sale, net                                                    
  of unearned income, and                                                     
  other real estate owned     1.91%     0.66%   0.96%    1.17%   1.52%   1.05%

The Bank is unaware of any additional loans which are                 
required to either be charged-off or added to the non-performing                
asset totals disclosed above. Other real estate owned is                        
recorded at the lower of 1) fair value minus estimated costs to                 
sell, or 2) carrying cost.                                                      

For impaired loans, the measurement of impairment may be              
based upon: 1) the present value of expected future cash flows                  
discounted at the loan's effective interest rate; 2) the                        
observable market price of the impaired loan; or 3) the fair                    
value of the collateral of a collateral dependent loan.                         

The Bank had loans totaling $842,000 and $362,000 being               
specifically identified as impaired at December 31, 1998 and                    
1997, respectively.  The average outstanding balance for loans                  
being specifically identified as impaired was $560,000 for 1998                 
and $296,000 for 1997.  All of the impaired loans are collateral                
dependent, therefore the fair value of the collateral of the                    
impaired loans is evaluated in measuring the impairment.  There                 
was no interest income recognized on impaired loans during 1998                 
or 1997.                                                                        

The following table sets forth, for the periods indicated,            
(i) the gross interest income that would have been recorded if                  
non-accrual loans had been current in accordance with their                     
original terms and had been outstanding throughout the period or                
since origination if held for part of the period, (ii) the                      
amount of interest income actually recorded on such loans, and                  
(iii) the net reduction in interest income attributable to such                 
loans.                                                                          

Nine Months                       
Ended             
                      September 30         Year ended December 31,
                         1999    1998   1998    1997    1996   1995   1994
              (unaudited)             (In thousands)
Interest income due in                                                          
accordance with original                                                    
terms                     $168    $33    $42    $ 71    $101   $ 87    $261 
Interest income recorded    (7)    (5)    (6)    (40)     (3)   (30)   (62) 
Net reduction in                                                                
interest income           $161    $28    $36    $ 31    $ 98   $ 57   $199  
                         ====    ===    ===    ====    ====   ====    ====

9. PREMISES AND EQUIPMENT                                                       

An analysis of premises and equipment follows:                                  

                               At December 31,
                                1998      1997
                                (In thousands)
Land                                           $   417   $   417                
Premises                                         5,461     4,991                
Furniture and equipment                          6,921     6,103                
Leasehold improvements                           2,055     2,027                
Total at cost                                   14,854    13,538                
Less:  Accumulated Depreciation                 10,365     9,022                
Net book value                                   4,489     4,516                

10.  FEDERAL FUNDS PURCHASED, SECURITIES SOLD UNDER AGREEMENTS                  
TO REPURCHASE, AND OTHER SHORT-TERM BORROWINGS                        

The outstanding balances and related information for                  
federal funds purchased, securities sold under agreements to                    
repurchase, and other short-term borrowings are summarized as                   
follows:                                                                        

          At December 31, 1998
          Securities
         Federal      Sold Under       Other
            Funds     Agreements to   Short-term
          Purchased     Repurchase    Borrowings
          (In thousands, except rates)
Balance                    $17,355     $   950         $ 23,500                 
Maximum indebtedness at                                                         
any month end             22,500       1,406          115,000               
Average balance during                                                          
year                      17,151         934           32,389               
Average rate paid for                                                           
the year                    5.55%       4.13%            5.38%              
Average rate on period                                                          
end balance                 5.58%       5.16%            4.31%              

          At December 31, 1997
          Securities
         Federal      Sold Under       Other
            Funds     Agreements to   Short-term
          Purchased     Repurchase    Borrowings
          (In thousands, except rates)
Balance                    $19,100     $   836         $ 29,000                 
Maximum indebtedness at                                                         
any month end             22,845       1,272           48,000               
Average balance during                                                          
year                      12,430       1,071           26,785               
Average rate paid for                                                           
the year                    5.63%       4.14%            5.52%              
Average rate on period                                                          
end balance                 6.43%       5.54%            5.35%              

Average amounts outstanding during the year represent daily           
averages.  Average interest rates represent interest expense                    
divided by the related average balances. Collateral related to                  
securities sold under agreements to repurchase are maintained                   
within the Bank's investment portfolio.                                         

11.  DEPOSITS                                                                   

The following table sets forth the balance of the Bank's              
deposits:                                                                       
At                
         September 30,       At December 31,__
             1999        1998     1997    1996
      (unaudited)       (In thousands)
Demand:                                                                         
Non-interest bearing       $86,066    $84,969  $71,338  $72,689             
Interest bearing            40,655     45,602   42,203   42,688             
Savings                       67,239     64,649   65,356   75,676               
Money market                  53,426     53,443   46,592   50,358               
Certificates of deposit                                                         
in denominations of                                                         
$100,000 or more            23,214     16,647   23,974   23,757             
Other time                   278,256    295,140  276,347  264,169               
Total deposits              $548,856    560,450 $525,810 $529,337               

Interest expense on deposits consisted of the following:                        
At                  
      September 30,      At December 31,
            1999       1998     1997    1996
      (unaudited)       (In thousands)
Interest bearing demand       $323     $  418  $   413  $   438                 
Savings                        891      1,042    1,218    1,373                 
Money market                 1,306      1,449    1,284    1,419                 
Certificates of deposit in                                                      
denominations of $100,000                                                   
or more                      741      1,194    1,505    1,487               
Other time                  11,133     15,611   15,481   14,799                 
Total interest expense     $14,394    $19,714  $19,901  $19,516                 

The following table sets forth the balance at December 31, 1998                 
of other time deposits maturing in the periods presented:                       

Year                                                                  
(In thousands)                                                                  
1999                      $220,344                                              
2000                        28,393                                              
2001                        21,317                                              
2002                         9,639                                              
2003 and after              15,447                                              

12.  FEDERAL HOME LOAN BANK Borrowings and long-term debt                       
Federal Home Loan Bank Borrowings:                                    

Federal Home Loan Bank borrowings consist of the following:                     

At September 30, 1999 (unaudited):                                              
                                        Weighted
                                         Average
Type                          Maturing         Amount     Rate                  
                (In thousands,
                       except percentages)
Open Repo Plus                Overnight       $58,950     5.54%                 

Advances and wholesale        1999            130,000     5.38                  
Repurchase agreements       2000             90,000     4.84                
            2001              8,876     8.46
            2002             71,000     5.79
            2003 and after   60,000     5.24

Total Advances and                                                              
Wholesale repurchase                                                          
Agreements                                   359,876     5.38                 

Total FHLB Borrowings                        $418,826     5.40%                 

All of the above borrowings bear a fixed rate of interest, with                 
the only exceptions being the Open Repo Plus advances whose rate                
can change daily.                                                               

At December 31, 1998:                                                           
                                    Weighted
Type                    Maturing       Amount    Average Rate             
              (In thousands, except percentages)

Flexline                   Overnight     $ 23,500       4.96%                   

Advances and                 1999          90,010       5.33                    
Wholesale Repurchase       2000               5       6.15                  
Agreements                 2001           8,876       8.46                  
         2002          71,000       5.79
     2003 and after   140,000       4.99
Total Advances and                                                              
Wholesale Repurchase                                                        
Agreements                              309,891       5.37                  
Total FHLB Borrowings                    $333,391       5.34%                   

At December 31, 1997:                                                           
                                    Weighted
Type                    Maturing      Amount     Average Rate             
          (In thousands, except percentages)

Flexline                   Overnight    $    -           - %                    

Advances and                 1998        307,046       5.52                     
Wholesale Repurchase      1999         15,023       5.90                  
Agreements                2000            -           -                   
        2001          8,876       8.46
    2002 and after    6,000       7.25
Total Advances and                                                              
wholesale Repurchase                                                        
Agreements                             336,945       5.65                   
Total FHLB Borrowings                   $336,945       5.65%                    

Total Federal Home Loan Bank borrowings consist of                    
$309,891,000 and $221,945,000 of term advances and $23,500,000                  
and $115,000,000 of repo plus advances with maturities of less                  
than 90 days for 1998 and 1997, respectively.  All Federal Home                 
Loan Bank stock, along with an interest in unspecified mortgage                 
loans and mortgage-backed securities, with an aggregate                         
statutory value equal to the amount of the advances, have been                  
pledged as collateral to the Federal Home Loan Bank of                          
Pittsburgh.                                                                     

Long-Term Debt:                                                                 

The Bank's long-term debt consisted of the following:                 

                         At December 31,
                            1998        1997
                (In thousands)
Collateralized mortgage obligation           $2,511      $3,779                 
Other                                            65         184                 
Total long-term debt                         $2,576      $3,963                 

The collateralized mortgage obligation was issued through                       
Community First Capital Corporation ("CFCC"), a wholly-owned,                   
single-purpose finance subsidiary of the Bank.  In 1988, the                    
Bank transferred Federal Home Loan Mortgage Corporation                         
("FHLMC") securities with a book value of approximately                         
$31,500,000 to CFCC which then collateralized the issuance of                   
bonds with a par value of $27,787,000.  Scheduled maturities of                 
long-term debt for the years subsequent to December 31, 1998,                   
are $65,000 in 1999; $0 in 2000; $0 in 2001; $0 in 2002; and                    
$2.5 million in 2003 and thereafter.                                            

13. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS                       

SFAS #107, "Disclosures about Fair Value of Financial                 
Instruments," requires all entities to disclose the estimated                   
fair value of its financial instrument assets and liabilities.                  
For the Bank, as for most financial institutions, approximately                 
95.0% of its assets and liabilities are considered financial                    
instruments.  Many of the Bank's financial instruments, however,                
lack an available trading market characterized by a willing                     
buyer and willing seller engaging in an exchange transaction.                   
Therefore, significant estimations and present value                            
calculations were used by the Bank for the purpose of this                      
disclosure.                                                                     

Estimated fair values have been determined by the Bank                
using the best available data and an estimation methodology                     
suitable for each category of financial instruments.  Management                
believes that cash, cash equivalents, and loans and deposits                    
with floating interest rates have estimated fair values which                   
approximate the recorded book balances.  The estimation                         
methodologies used, the estimated fair values, and recorded book                
balances at December 31, 1998 were as follows:                                  

Financial instruments actively traded in a secondary market           
have been valued using quoted available market prices.                          

      1998
      Estimated   Recorded
   Fair       Book
        Value      Balance
      (In thousands)
Investment                                                                      
securities                     $478,987   $477,657                          

Financial instruments with stated maturities have been                
valued using a present value discounted cash flow with a                        
discount rate approximating current market for similar assets                   
and liabilities.                                                                

        1998
        Estimated   Recorded
       Fair       Book
        Value      Balance
        (In thousands)
Deposits with                                                                   
stated maturities               $314,111   $311,787                         
Short-term borrowings              191,743    191,815                           
All other borrowings               162,100    162,457                           

Financial instrument liabilities with no stated maturities            
have an estimated fair value equal to both the amount payable on                
demand and the recorded book balance.                                           

        1998
        Estimated   Recorded
         Fair       Book
          Value      Balance
        (In thousands)
Deposits with no                                                                
stated maturities                $233,506   $248,663                        

The net loan portfolio has been valued using a present              
value discounted cash flow. The discount rate used in these                     
calculations is based upon the treasury yield curve adjusted for                
non-interest operating costs, credit loss, and assumed                          
prepayment risk.                                                                

        1998
          Estimated   Recorded
       Fair       Book
          Value      Balance
            (In thousands)
Net loans (including                                                            
loans held for                                                              
sale)                           $460,434   $460,217                         

Changes in assumptions or estimation methodologies may have a                   
material effect on these estimated fair values.  The Bank's                     
remaining assets and liabilities which are not considered                       
financial instruments have not been valued differently than has                 
been customary with historical cost accounting.  No disclosure                  
of the relationship value of the Bank's deposits is required by                 
SFAS #107, however, management believes the relationship value                  
of these core deposits is significant.  Based upon the Bank's                   
most recent acquisitions and other limited secondary market                     
transactions involving similar deposits, management estimates                   
the relationship value of these funding liabilities to range                    
between $27 million to $55 million less than their estimated                    
fair value shown at December 31, 1998. The estimated fair value                 
of off-balance sheet financial instruments, used for hedging                    
purposes, is estimated by obtaining quotes from brokers.  These                 
values represent the estimated amount the Bank would receive or                 
pay, to terminate the agreements, considering current interest                  
rates, as well as, the creditworthiness of the counterparties.                  
At December 31, 1998, the notional value of the Bank's off-                     
balance sheet financial instruments (interest rate swaps)                       
totaled $25 million with an estimated fair value of                             
approximately ($205,000). There is no material difference                       
between the notional amount and the estimated fair value of the                 
remaining off-balance sheet items which total $82.9 million and                 
are primarily comprised of unfunded loan commitments which are                  
generally priced at market at the time of funding.                              

Management believes that reasonable comparability of these            
disclosed fair values between financial institutions may not be                 
likely due to the wide range of permitted valuation techniques                  
and numerous estimates which must be made given the absence of                  
active secondary markets for many of the financial instruments.                 
This lack of uniform valuation methodologies also introduces a                  
greater degree of subjectivity to these estimated fair values.                  

14. INCOME TAXES                                                                

The provision for federal income taxes is summarized below:           

               Year ended December 31,
              1998          1997          1996
                (In thousands)
Current                      $ 4,983       $ 4,579       $ 2,655                
Deferred                        (221)          (57)         (132)               
Income tax provision         $ 4,762       $ 4,522       $ 2,523                

The reconciliation between the federal statutory tax rate             
and the Bank's effective income tax rate is as follows:                         

                                                        [Enlarge/Download Table]

                                              Year ended December 31,                  
                                 1998                  1997                  1996      
                           Amount      Rate      Amount      Rate      Amount      Rate
                                         (In thousands, except percentages)            
                                                                                       
Tax expense based on                                                                   
  federal statutory rate  $ 5,519     35.0%     $ 5,125     35.0%     $ 3,250     35.0%
Tax exempt income          (1,043)    (6.6)        (948)    (6.5)        (693)    (7.5)
Other                         286      1.8          345      2.4          (34)    (0.3)
Total provision for                                                                    
  income taxes            $ 4,762     30.2%     $ 4,522     30.9%     $ 2,523     27.2%

Deferred income taxes result from temporary differences in              
the recognition of revenue and expense for tax and financial                    
reporting purposes.  The following table presents the impact on                 
income tax expense of the principal timing differences and the                  
tax effect of each:                                                             

                   Year ended December 31,
                  1998       1997       1996
                  (In thousands)
Provision for possible                                                          
loan losses                      $ (34)   $(1,192)    $ 199                 
Accretion of discounts                                                          
on securities, net                  77        373       (11)                
Investment write-downs              (265)       648      (315)                  
Deferred loan fees                    52       (175)       23                   
Other, net                           (50)       289       (28)                  
Total                              $(220)   $   (57)    $(132)                  

At December 31, 1998 and 1997, deferred taxes are included            
in the accompanying consolidated balance sheet.  The following                  
table highlights the major components comprising the deferred                   
tax assets and liabilities for each of the periods presented:                   

                           At December 31,
                          1998      1997
                          (In thousands)
Deferred Assets:                                                                
Provision for loan losses                $ 2,137   $ 2,102                  
Accumulated depreciation                      25        25                  
Deferred loan fees                           260       313                  
Other                                         44        44                  
Total assets                             2,466     2,484                
Deferred Liabilities:                                                           
Investment security write-ups                                               
due to SFAS #115                          (509)     (774)               
Accretion of discount                     (1,164)   (1,087)                 
Other                                       (418)     (468)                 
Total liabilities                       (2,091)   (2,329)               
Valuation allowance                              -         -                    
Net deferred liability                      $  375    $  155                    

15. PENSION AND 401(k) PLANS                                                    

The Bank has a trusted, noncontributory defined benefit               
pension plan covering all employees who work at least 1,000                     
hours per year and who have not yet reached age 60 at their                     
employment date. The benefits of the plan are based upon the                    
employee's years of service and average annual earnings for the                 
highest five consecutive calendar years during the final ten                    
year period of employment.  The Bank's funding policy has been                  
to contribute annually an amount within the statutory range of                  
allowable  minimum and maximum actuarially determined tax-                      
deductible contributions. Plan assets are primarily debt                        
securities (including U.S. Agency and Treasury securities,                      
corporate notes and bonds), listed common stocks (including                     
shares of the common stock of USBANCORP), mutual funds, and                     
short-term cash equivalent instruments.                                         

Pension Benefits:                                                               

                             At December 31,
                             1998     1997
                              (In thousands,
                             except percentages)
Change in benefit obligation:                                                   
Benefit obligation at Beginning of year         5,689    4,998                  
Service cost                                      598      548                  
Interest cost                                     405      360                  
Deferred asset gain                               421      257                  
Benefits paid                                    (600)    (444)                 
Expenses paid                                     (37)     (30)                 
Benefit obligation at end of year               6,476    5,689                  

Change in plan assets:                                                          
Fair value of plan assets at beginning of year  4,919    4,157                  
Actual return on plan assets                      454      757                  
Employer contributions                            890      479                  
Benefits paid                                    (600)    (444)                 
Expenses paid                                     (37)     (30)                 
Fair value of plan assets at end of year        5,626    4,919                  

Funded status of the plan (underfunded)          (850)    (770)                 
Unrecognized transition asset                      12       15                  
Unrecognized prior service cost                   560      617                  
Unrecognized actuarial loss (gain)                499      121                  
Accrued benefit cost                              221      (17)                 

Components of net periodic benefit cost:                                        
Service cost                                      598      548                  
Interest cost                                     405      360                  
Expected return on                                                              
plan assets                                    (411)    (343)               
Amortization of prior                                                           
year service cost                                 3        3                
Amortization of                                                                 
transition asset                                 57       57                
Net periodic benefit                                                            
cost                                            652      625                

Weighted-average assumptions:                                                   
Discount rate                                    6.75%    7.00%                 
Expected return on                                                              
plan assets                                    8.00%    8.00%               
Rate of compensation                                                            
increase                                       3.50%    3.50%               

Three Rivers Bank also has a trusteed 401(k) plan with                
contributions made by Three Rivers Bank matching those by                       
eligible employees up to a maximum of 50% of the first 6% of                    
their annual salary.  All employees of Three Rivers Bank who                    
work over 1,000 hours per year are eligible to participate in                   
the plan on January 1 following six months of service.  Three                   
Rivers Bank's contribution to this 410(k) plan was $143,000 in                  
1998 and $115,000 in 1997.                                                      

Except for the above pension benefits, the Bank has no                
significant additional exposure for any other post-retirement                   
benefits.                                                                       

16. LEASE COMMITMENTS                                                           

The Bank's obligation for future minimum lease payments on            
operating leases at September 30, 1999 (unaudited) is as                        
follows:                                                                        

Year Future Minimum Lease Payments                                              

(In thousands)                  
2000                                   $633                   
2001                                    601                   
2002                                    601                   
2003                                    511                   
2004 and thereafter (in total)          786                   

In addition to the amounts set forth above, certain of the            
leases require payments by the Bank for taxes, insurance, and                   
maintenance.  Rent expense included in total non-interest                       
expense amounted to $452,000, $425,000 and $423,000, in 1998,                   
1997, and 1996, respectively.                                                   

17. COMMITMENTS AND CONTINGENT LIABILITIES                                      

The Bank incurs off-balance sheet risks in the normal                 
course of business in order to meet the financing needs of their                
customers. These risks derive from commitments to extend credit                 
and standby letters of credit.  Such commitments and standby                    
letters of credit involve, to varying degrees, elements of                      
credit risk in excess of the amount recognized in the                           
consolidated financial statements.                                              

Commitments to extend credit are obligations to lend to a             
customer as long as there is no violation of any condition                      
established in the loan agreement.  Commitments generally have                  
fixed expiration dates or other termination clauses and may                     
require payment of a fee.  Because many of the commitments are                  
expected to expire without being drawn upon, the total                          
commitment amounts do not necessarily represent future cash                     
requirements.                                                                   

The Bank evaluates each customer's creditworthiness on a              
case-by-case basis.  Collateral which secures these types of                    
commitments is the same as for other types of secured lending                   
such as accounts receivable, inventory, and fixed assets.                       

Standby letters of credit are conditional commitments                 
issued by the Bank to guarantee the performance of a customer to                
a third party.  Those guarantees are primarily issued to support                
public and private borrowing arrangements, including normal                     
business activities, bond financings, and similar transactions.                 
The credit risk involved in issuing letters of credit is                        
essentially the same as that involved in extending loans to                     
customers.  Letters of credit are issued both on an unsecured                   
and secured basis.  Collateral securing these types of                          
transactions is similar to collateral securing the Bank's                       
commercial loans.                                                               

The Bank's exposure to credit loss in the event of                    
nonperformance by the other party to these commitments to extend                
credit and standby letters of credit is represented by their                    
contractual amounts.  The Bank uses the same credit and                         
collateral policies in making commitments and conditional                       
obligations as for all other lending.  The Bank had outstanding                 
various commitments to extend credit approximating $82.9 million                
and standby letters of credit of $5.2 million as of December 31,                
1998.                                                                           

Additionally, the Bank is also subject to a number of                 
asserted and unasserted potential claims encountered in the                     
normal course of business.  In the opinion of management and                    
legal counsel, neither the resolution of these claims nor the                   
funding of these credit commitments will have a material adverse                
effect on the Bank's financial position or results of operation.                

18. OFF-BALANCE SHEET HEDGE INSTRUMENTS                                         

The Bank uses various interest rate contracts, such as                
interest rate swaps, caps and floors, to help manage interest                   
rate and market valuation risk exposure, which is incurred in                   
normal recurrent banking activities.  A summary of the Bank's                   
off-balance sheet derivative transactions are as follows:                       

Borrowed Funds Hedges:                                                          

The Bank had entered into several interest rate swaps to              
hedge short-term borrowings used to leverage the balance sheet.                 
Specifically, FHLB advances which reprice between 30 days and                   
one year are being used to fund fixed-rate agency mortgage-                     
backed securities with durations ranging from two to three                      
years.  Under these swap agreements, the Bank pays a fixed-rate                 
of interest and receives a floating-rate which resets either                    
monthly, quarterly, or annually.  The following table summarizes                
the interest rate swap transactions which impacted the Bank's                   
performance for the nine months ended September 30, 1999                        
(unaudited):                                                                    

                                                                [Download Table]

                                     Fixed   Floating                 Impact   
 Notional     Start    Termination    Rate     Rate     Repricing   On Interest
  Amount       Date        Date       Paid   Received   Frequency     Expense  
                                                                               
25,000,000   9-25-97     9-25-99     5.80%     4.85%     Expired      177,417  
40,000,000   5-01-99     4-30-00     5.00%     5.25%     Monthly        9,134  
65,000,000                                                            186,551  


The impact on interest expense was $113,000 and $20,000 for           
the years ended December 31, 1998 and 1997, respectively.                       

The Bank believes that its exposure to credit loss in the             
event of non-performance by any of the counterparties (which                    
include Mellon Bank and First Union) in the interest rate swap                  
agreements is remote.                                                           

The Bank monitors and controls all off-balance sheet                  
derivative products with a comprehensive Board of Director                      
approved hedging policy.  This policy permits a total maximum                   
notional amount outstanding of $300 million for interest rate                   
swaps, and interest rate caps/floors. The Bank had no interest                  
rate caps or floors outstanding at any time during the years                    
ended December 31, 1998, or December 31, 1997.                                  

19.  CAPITAL                                                                    

The Bank is subject to various capital requirements                   
administered by the federal banking agencies.  Under capital                    
adequacy guidelines and the regulatory framework for prompt                     
corrective action, the Bank must meet specific capital                          
guidelines that involve quantitative measures of the Bank's                     
assets, liabilities, and certain off-balance sheet items as                     
calculated under regulatory accounting practices.  The Bank's                   
capital amounts and classification are also subject to                          
qualitative judgments by the regulators about components, risk                  
weightings, and other factors.  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 Bank's                   
financial statements.                                                           

Quantitative measures established by regulation to ensure             
capital adequacy require the Bank to maintain minimum amounts                   
and ratios (set forth in the table below) of total and Tier I                   
capital to risk-weighted assets, and of Tier I capital to                       
average assets.  Management believes that as of December 31,                    
1998, the Bank meets all capital adequacy requirements to which                 
it is subject.  As of December 31, 1998 and 1997, the FDIC                      
categorized the Bank as "Well Capitalized" under the regulatory                 
framework for prompt corrective action.  To be categorized as                   
well capitalized, the Bank must maintain minimum total risk-                    
based, Tier I risk-based, and Tier I leverage ratios as set                     
forth in the table. There are no conditions or events since that                
notification that management believes have changed the Bank's                   
classification category.                                                        

The following table sets forth the Bank's actual capital              
ratios at the dates indicated, and the minimum ratios required                  
by bank regulators in order for the Bank to be adequately                       
capitalized and well capitalized.  The assets and capital                       
measured for purposes of this table do not include the assets                   
and capital of the Bank's discontinued mortgage banking                         
operations.                                                                     

                                                                [Download Table]

                                               September 30, 1999_________________  
                                                    (unaudited)                     
                                                                      To Be Well    
                                                                   Capitalized Under
                                                  For Capital      Prompt Corrective
                                 Actual        Adequacy Purposes   Action Provisions
                             Amount    Ratio     Amount   Ratio     Amount    Ratio 
                                         (in thousands, except ratios)              
                                                                                    
Total Capital (to Risk                                                              
  Weighted Assets)          $64,253   12.63%    $40,709   8.00%   $50,886   10.00%  

Tier 1 Capital (to Risk                                                             
  Weighted Assets)           58,653   11.53      20,354   4.00     30,532    6.00   

Tier 1 Capital (to Average                                                          
  Assets)                    58,653    5.60      41,998   4.00     52,498    5.00   

                                                                [Download Table]

                                               December 31, 1998                    
                                                                      To Be Well    
                                                                   Capitalized Under
                                                  For Capital      Prompt Corrective
                                 Actual        Adequacy Purposes   Action Provisions
                             Amount    Ratio     Amount   Ratio     Amount    Ratio 
                                       (in thousands, except ratios)                
                                                                                    
Total Capital (to Risk                                                              
  Weighted Assets)          $64,193   13.32%    $43,375   8.00%    $54,218   10.00% 

Tier 1 Capital (to Risk                                                             
  Weighted Assets)           58,169   12.07      21,687   4.00      32,531    6.00  

Tier 1 Capital (to Average                                                          
  Assets)                    58,169    6.02      38,749   4.00      48,437    5.00  


                                               December 31, 1997                    
                                                                      To Be Well    
                                                                   Capitalized Under
                                                  For Capital      Prompt Corrective
                                 Actual        Adequacy Purposes   Action Provisions
                             Amount    Ratio     Amount   Ratio     Amount    Ratio 
                                       (in thousands, except ratios)                
                                                                                    
Total Capital (to Risk                                                              
  Weighted Assets)          $56,111   12.08%    $37,172   8.00%    $46,465   10.00% 

Tier 1 Capital (to Risk                                                             
  Weighted Assets)           50,303   10.83      18,586   4.00      27,879    6.00  

Tier 1 Capital (to Average                                                          
  Assets)                    50,303    5.47      36,807   4.00      46,008    5.00  


21. 1999 BRANCH ACQUISITION (UNAUDITED)                                         

On February 12, 1999, the Bank acquired the Kiski Valley              
Office of First Western Bancorp, Inc. ("First Western") located                 
in Westmoreland County in exchange for cash and Three Rivers                    
Bank's  Moon Township Office which is located in Allegheny                      
County.  On a net basis, the Bank acquired $13.5 million in                     
deposits, $1.2 million in consumer loans and the related fixed                  
assets, leases, safe deposit box business and other agreements                  
at the Kiski Valley branch office.  The Bank paid a core deposit                
premium of approximately ten percent for the acquired deposits                  
and purchased the consumer loans and fixed assets at book value.                

22. SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA OF THREE                     
RIVERS BANK                                                                     

The following table sets forth certain unaudited quarterly            
consolidated financial data regarding Three Rivers Bank.                        

1998 Quarter Ended       Dec. 31   Sept. 30   June 30   March 31                
      (In thousands)
Interest income          $16,858    $17,148   $16,633    $17,287                
Non-interest income        1,837      1,842     1,787      1,452                
Total operating income    18,695     18,990    18,420     18,739                
Interest expense           9,655      9,717     9,210      9,873                
Provision for loan                                                              
losses                      75         75        75         75              
Non-interest expense       5,085      5,100     5,102      5,033                
Income before income                                                            
taxes                    3,880      4,098     4,033      3,758              
Provision for income                                                        
taxes                  1,171      1,234     1,218      1,139            
Income from continuing                                                          
operations           $ 2,709    $ 2,864   $ 2,815    $ 2,619            

1997 Quarter Ended       Dec. 31   Sept. 30   June 30   March 31                
        (In thousands)
Interest income          $16,948    $16,574   $16,274    $15,307                
Non-interest income        1,401      1,295     1,334      1,252                
Total operating income    18,349     17,869    17,608     16,559                
Interest expense           9,673      9,236     8,942      8,181                
Provision for loan                                                              
losses                      45         23        23         22              
Non-interest expense       4,886      4,888     4,992      4,832                
Income before income                                                            
taxes                    3,745      3,722     3,651      3,524              
Provision for income                                                        
taxes                  1,161      1,154     1,145      1,062            
Income from continuing                                                          
operations           $ 2,584    $ 2,568   $ 2,506    $ 2,462            

23. PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                       

The Pro Forma Condensed Consolidated Financial Statements             
should be read in conjunction with the historical consolidated                  
financial statements of Three Rivers Bancorp and the notes                      
thereto contained in this information statement.  The pro forma                 
condensed consolidated financial information is presented for                   
informational purposes only and does not purport to reflect the                 
results of operations or financial position of Three Rivers                     
Bancorp or the results of operations or financial position that                 
would have occurred had Three Rivers Bancorp been operated as a                 
separate, independent company.  The pro forma adjustments to the                
accompanying historical consolidated statements of income and                   
consolidated balance sheets are set forth below.                                

Pro forma Condensed Consolidated Statements of Income                 
(In thousands, except per share data)             
Unaudited             

                                                        [Enlarge/Download Table]

                                                       Three Rivers Bancorp                
                                          Historical                        Pro Forma      
                                      Nine Months Ended                  Nine Months Ended 
                                      September 30, 1999    Adjustments  September 30, 1999
                                                                                           
Total Interest Income                      $52,365                            $52,365      
Total Interest Expense                      30,132                             30,132      
Net Interest Income                         22,233                             22,233      
Provision for loan losses                      225                                225      
Net Interest Income After                                                                  
  Provision for Loan Losses                 22,008                             22,008      
Total Non-Interest Income                    4,341                              4,341      
Total Non-Interest Expense                  15,700             430   A         16,130      
Income Before Income Taxes                  10,649            (430)            10,219      
Provision for income taxes                   3,168            (128)  B          3,040      
Net Income                                  $7,481           ($302)            $7,179      

Basic and diluted earnings per share            NR          ($0.05)             $1.08      
Average shares outstanding                      NR           6,652  C           6,652      

                                                        [Enlarge/Download Table]

                                           Historical                       Pro forma    
                                      For the year ended               For the year ended
                                       December 31, 1998  Adjustments   December 31, 1998
                                                                                         
Total Interest Income                     $67,926                          $67,926       
Total Interest Expense                     38,455                           38,455       
Net Interest Income                        29,471                           29,471       
Provision for loan losses                     300                              300       
Net Interest Income After                                                                
   Provision for Loan Losses               29,171                           29,171       
Total Non-Interest Income                   6,918                            6,918       
Total Non-Interest Expense                 20,320             573  A        20,893       
Income Before Income Taxes                 15,769            (573)          15,196       
Provision for income taxes                  4,762            (173)  B        4,589       
Net Income                                $11,007           ($400)         $10,607       

Basic and diluted earnings per share           NR          ($0.06)           $1.59       
Average shares outstanding                     NR           6,652  C         6,652       

Pro forma Condensed Consolidated Balance Sheet          
(In thousands)              
Unaudited             

                                                                [Download Table]


                                         Three Rivers Bancorp                     
                              Historical                          Pro Forma       
                            Nine Months Ended                   Nine Months Ended 
                           September 30, 1999    Adjustments   September 30, 1999 
                                                                                  
ASSETS                                                                            
Cash and due from banks          $20,292          ($302)  A         $19,990       
Investment securities            530,200                            530,200       
Loans                            463,439                            463,439       
Other assets                      36,601                             36,601       
Total Assets                  $1,050,532          ($302)         $1,050,230       

LIABILITIES                                                                       
Deposits                        $548,856                           $548,856       
Total borrowed funds             441,445                            441,445       
Other liabilities                  9,932                              9,932       
Total Liabilities              1,000,233                          1,000,233       
Total stockholders equity         50,299           (302)  A          49,997       
Total Liabilities and                                                             
   Stockholders Equity        $1,050,532          ($302)         $1,050,230       


                                         Three Rivers Bancorp                     
                             Historical                              Pro forma    
                            For the year ended                  For the year ended
                            December 31, 1998     Adjustments    December 31, 1998
                                                                                  
ASSETS                                                                            
Cash and due from banks          $18,616           ($400) A         $18,216       
Investment securities            477,657                            477,657       
Loans                            462,090                            462,090       
Other assets                      27,223                             27,223       
Total Assets                    $985,586           ($400)          $985,186       

LIABILITIES                                                                       
Deposits                        $560,450                           $560,450       
Total borrowed funds             354,272                            354,272       
Other liabilities                  9,833                              9,833       
Total Liabilities                924,555                            924,555       
Total stockholders equity         61,031            (400) A          60,631       
Total Liabilities and                                                             
   Stockholders Equity          $985,586           ($400)          $985,186       

Notes to unaudited pro forma condensed consolidated financial                   
statements:                                                                     

(A)  To record the additional incremental expenses Three              
Rivers Bancorp expects to incur as a separate publicly traded                   
company.  Examples of such expenses include:  legal fees,                       
investor relations costs, audit fees, shareholder services                      
costs, personnel costs, directors fees and other.                               

(B)  To record the income tax impact of the above costs at            
the Company's historical effective tax rate.                                    

(C)  Average shares presented assume a distribution of one            
share of Three Rivers Bancorp common stock for every two shares                 
of USBANCORP common stock outstanding as of September 30, 1999.                 

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                        

To the Stockholders and Board of Directors of Three Rivers                      
Bancorp, Inc.:                                                                  

We have audited the accompanying consolidated balance                 
sheets of Three Rivers Bancorp, Inc. (a Pennsylvania                            
corporation) and subsidiaries as of December 31, 1998 and 1997,                 
and the related statements of income, comprehensive income,                     
changes in stockholders' equity and cash flows for each of the                  
three years in the period ended December 31, 1998.  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 audit 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 Three Rivers Bancorp, Inc. and                            
subsidiaries as of December 31, 1998 and 1997, and the results                  
of their operations and their cash flows for each of the three                  
years in the period ended December 31, 1998, in conformity with                 
generally accepted accounting principles.                                       

/s/Arthur Andersen LLP                                                          

Pittsburgh, Pennsylvania                                                        
January 7, 2000                                                                 

32                                                                              
01/12/00/SL1 15920v9/07835.026                                                  

33                                                                              
01/12/00/SL1 15920v9/07835.026                                                  
42                                                                              
01/12/00/SL1 15920v9/07835.026                                                  
43                                                                              
01/12/00/SL1 15920v9/07835.026                                                  
48                                                                              
01/12/00/SL1 15920v9/07835.026                                                  
66                                                                              
01/12/00/SL1 15920v9/07835.026                                                  
67                                                                              
01/12/00/SL1 15920v9/07835.026                                                  

90                                                                              
01/12/00/SL1 15920v9/07835.026                                                  

F-3                                                                             
01/12/00/SL1 15920v9/07835.026                                                  

F-4                                                                             
01/12/00/SL1 15920v9/07835.026                                                  
F-5                                                                             
01/12/00/SL1 15920v9/07835.026                                                  
F-7                                                                             
01/12/00/SL1 15920v9/07835.026                                                  
F-9                                                                             
01/12/00/SL1 15920v9/07835.026                                                  
F-10                                                                            
01/12/00/SL1 15920v9/07835.026                                                  
F-15                                                                            
01/12/00/SL1 15920v9/07835.026                                                  
F-19                                                                            
01/12/00/SL1 15920v9/07835.026                                                  
F-21                                                                            
01/12/00/SL1 15920v9/07835.026                                                  
F-22                                                                            
01/12/00/SL1 15920v9/07835.026                                                  

01/12/00/SL1 15920v9/07835.026                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-12G’ Filing		Date		Other Filings
		11/30/09
		6/15/00
Filed on:		1/12/00
		1/11/00
		1/7/00
		1/1/00
		12/31/99		10-K405
		11/30/99
		11/23/99
		11/12/99		10-Q
		9/30/99		10-Q,  10-Q/A
		7/12/99
		6/19/99
		6/15/99
		2/12/99
		12/31/98		10-K
		9/30/98		10-Q
		12/31/97		10-K,  PRE 14A
		12/15/97
		8/5/97
		7/18/97
		12/31/96		10-K
		1/1/94
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