Ameriserv Financial Inc/PA – ‘PRER14C’ on 3/13/00

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Revised Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14C     Revised Preliminary Proxy Information Statement      115±   438K 

Document Table of Contents

PRELIMINARY INFORMATION STATEMENT               
SCHEDULE 14(c) INFORMATION              
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)             
OF THE SECURITIES EXCHANGE ACT OF 1934              

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[X]  Preliminary Information Statement                                          
[ ]  Confidential, for Use of the Commission Only (as permitted                 
by Rule 14c-5(d)(2))                                                  
[ ]  Definitive Information Statement                                           

USBANCORP, INC.                   
________________________________________________________________                
(Name of Registrant as Specified in its Charter)                

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           
[ ]  Fee computed on table below per Exchange Act Rules 14c-5(g)                
and 0-11.                                                             

1)  Title of each class of securities to which transaction            
applies:                                                      

_________________________________________ _______________             

2)  Aggregate number of securities to which transaction               
applies:                                                      

_________________________________________________________             

3)  Per unit price or other underlying value of transaction           
computed pursuant to Exchange Act Rule 0-11:                  

_________________________________________________________             

4)  Proposed maximum aggregate value of transaction:                  

5)  Total fee paid:                                                   

_________________________________________________________             

[ ]  Fee previously paid with preliminary materials.                            

[ ]  Check box if any part of the fee is offset as provided by                  
Exchange Act Rule 0-11(a)(2) and identify the filing for              
which the offsetting fee was paid previously.  Identify the           
previous filing by registration statement number, or the              
Form or Schedule and the date of its filing.                          

1)  Amount Previously Paid:                                           

__________________________________________________________            

2)  Form, Schedule or Registration Statement No.:                     

__________________________________________________________            

3)  Filing Party:                                                     

__________________________________________________________            

4)  Date Filed:                                                       

__________________________________________________________            

[USBANCORP, INC. Letterhead]              

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 March 24, 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 3, 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 March 24, 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                      
April 3, 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 March __,             
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.                                                              

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
               December 31, 1999, Three Rivers
         Bank had $1.07 billion in
         assets, $572.7 million in
           deposits, $479.8 million in
          loans and $45.4 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.          

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 because it will,
               among other things: (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.

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 March 24, 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 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..................   March 24, 2000.                           

Distribution Agent...........   Fleet National Bank                       

Distribution Date............   April 3, 2000.  We will                   
               transfer shares of Three Rivers
           Bancorp Common Stock to the
          Distribution Agent for the
         benefit of the holders of
                our common stock of record as of
            the close of business on the
record date.    

Tax Consequences.............   We have received 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.
            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.

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
             49,600 shares of Three Rivers
              Bancorp Common Stock (0.75% 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 year
        ended December 31, 1999,
       SMC had total assets of
                $55.1 million, total liabilities
               of $44.6 million, shareholders'
           equity of $10.4 million and
      a net loss of $30,000.

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 Mosside 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 Fleet                   
National Bank at:                                                               

(   )   -                     

For other questions, call USBANCORP's Chief Financial           
Officer 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              

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.  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;                                              

- 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 December 31, 1999, Three Rivers Bancorp had total assets,                    
loans and deposits of $1.07 billion, $479.8 million and                         
$572.7 million.  Three Rivers Bancorp's pro forma net income for                
the year ended December 31, 1999, was $10.0 million, and its                    
return on average total equity was 17.9%.  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 implemented 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 if Three Rivers Bank is separated from USBANCORP                
through a spin off, Three Rivers Bank (through Three Rivers                     
Bancorp) should 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 Fleet National Bank, as Distribution Agent for the                  
benefit of holders of record of USBANCORP Common Stock at the                   
close of business on March 24, 2000 (the "Record Date"),                        
certificates evidencing 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.  Commencing on or about the Distribution Date, the                        
Distribution Agent will begin mailing certificates evidencing                   
ownership of shares of Three Rivers Bancorp Common Stock to                     
holders of record of USBANCORP Common Stock.  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."                                                   

The Distribution Agent will aggregate all fractional            
shares, other than those held by participants in certain                        
USBANCORP plans described below, 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 will be                 
credited to participants' accounts.  Distribution of Three                      
Rivers Bancorp Common Stock with respect to USBANCORP Common                    
Stock held in the USBANCORP Dividend Reinvestment Plan will be                  
credited to participants' accounts in the Three Rivers Bancorp                  
Dividend Reinvestment Plan. Fractional shares will be credited                  
with respect to the USBANCORP and U.S. Bank Pension Plan, Profit                
Sharing Plan, and 401(k) Plan and the Three Rivers Bancorp                      
Dividend Reinvestment Plan.                                                     

The Distribution is subject to a number of conditions           
including:                                                                      

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

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

(iii)  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                 
49,600 shares of Three Rivers Bancorp Common Stock (0.75% 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.  SMC was originally acquired                
by USBANCORP as part of its acquisition of Johnstown Savings                    
Bank in July 1994.                                                              

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.                                                                     

Pursuant to the Tax Separation Agreement, Three Rivers          
Bancorp will agree to refrain from engaging in certain                          
transactions for two years following the Distribution if such                   
transactions would (i) result in any increased tax liability or                 
reduction of any tax asset of the USBANCORP group, or any member                
of the USBANCORP group, or (ii) be inconsistent with the                        
information and representations furnished to the Internal                       
Revenue Service in connection with USBANCORP's request for the                  
private letter ruling with respect to the Distribution.                         
Transactions subject to this agreement will include, among                      
others, certain liquidation, merger and consolidation                           
transactions, certain transactions involving the issuance or                    
redemption of Three Rivers Bancorp Common Stock, the sale,                      
distribution or other disposition of assets in a manner that                    
would adversely affect the tax consequences of the Distribution                 
or any transaction effected in connection with the Distribution,                
and the discontinuation of certain businesses or business                       
activities. See "Certain U.S. Federal Income Tax Consequences of                
the Distribution."                                                              

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

USBANCORP has received a ruling (the "Tax Ruling") from         
the Internal Revenue Service (the "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) USBANCORP's                   
shareholders will not recognize income, gain or loss upon the                   
receipt of shares of Three Rivers Bancorp Common Stock                          
(including any fractional share interests to which a shareholder                
is entitled); (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) a holder of a                    
fractional share interest in Three Rivers Bancorp Common Stock                  
will recognize gain or loss on the sale of such fractional share                
interest equal to the difference between the cash received and                  
the holder's basis in such fractional share interest.  Provided                 
the fractional share interest is a capital asset in the hands of                
such holder, such gain or loss will be capital gain or loss,                    
subject to the provisions and limitations of subchapter P and                   
Chapter 1 of the Code.                                                          

The Tax Ruling, while generally binding upon the                
Service, is subject to certain factual representations and                      
assumptions. If such factual representations and assumptions                    
were or become incorrect in a material respect, the Tax Ruling                  
could become invalid. USBANCORP is not aware of any facts or                    
circumstances which would cause such representations and                        
assumptions to be untrue. In addition, Three Rivers Bancorp has                 
agreed to certain restrictions on its future actions, and the                   
future actions of its subsidiaries, to provide further assurance                
that the Distribution will not be a taxable event to USBANCORP                  
or its shareholders under Section 355 of the Code. See "--Tax                   
Separation Agreement."                                                          

If the Distribution were not to qualify as a tax-free           
spin-off under Section 355 of the Code, then, in general, a                     
corporate tax would be payable by the consolidated group of                     
which USBANCORP is the common parent, based upon the difference                 
between (x) the fair market value of the Three Rivers Bancorp                   
Common Stock and (y) and the adjusted basis of such stock on the                
date of the Distribution. In addition, under the consolidated                   
return regulations, each member of the USBANCORP consolidated                   
group is jointly and severally liable for such tax. If the                      
Distribution were to occur and not qualify as a tax-free spin-                  
off under Section 355 of the Code, the resulting tax liability                  
would have an adverse effect on the financial position, results                 
of operations and cash flows of USBANCORP and its subsidiaries.                 

Furthermore, if the Distribution were not to qualify as         
a tax-free spin-off, each USBANCORP shareholder receiving shares                
of Three Rivers Bancorp Common Stock in the Distribution would                  
be treated as if such shareholder had received a taxable                        
distribution in an amount equal to the fair market value of the                 
Three Rivers Bancorp Common Stock received by such shareholder                  
in the Distribution, which could result in (x) a dividend to the                
extent of such shareholder's pro rata share of USBANCORP'S                      
current and accumulated earnings and profits,  (y) a reduction                  
in such shareholder's basis in USBANCORP Common Stock to the                    
extent the amount received exceeds such shareholder's share of                  
such earnings and profits, and  (z) a gain from the exchange of                 
USBANCORP Common Stock to the extent the amount received exceeds                
both such shareholder's share of such earnings and profits and                  
such shareholder's basis in USBANCORP Common Stock.                             

Under the Tax Separation Agreement, Three Rivers Bancorp        
will agree to indemnify USBANCORP against, and save USBANCORP                   
harmless from, among other things, any tax liability under                      
Section 355(e) of the Code or under any related state or local                  
tax law, and any liability, damage, cost or expense which                       
USBANCORP may incur as a result an adverse tax determination                    
under Section 355(e) of the Code caused by any action of Three                  
Rivers Bancorp or its subsidiaries. See "-- Tax Separation                      
Agreement."                                                                     

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.                                                                

USBANCORP PRO FORMA CONDENSED CONSOLIDATED FINANCIAL                      
STATEMENTS                                                                      

The USBANCORP Pro Forma Condensed Consolidated Financial        
Statements should be read in conjunction with the historical                    
consolidated financial statements and the notes thereto of (i)                  
USBANCORP, Inc., which are incorporated herein by reference to                  
USBANCORP's Annual Report on Form 10-K for the year ended                       
December 31, 1999, and (ii) Three Rivers Bancorp, which are                     
contained in this Information Statement. The Three Rivers                       
Bancorp Pro Forma Condensed Consolidated Financial Statements                   
are set forth in Note 22 to the Three Rivers Bancorp                            
consolidated financial statements.  The USBANCORP pro forma                     
condensed consolidated income statement assumes that the                        
Distribution occurred on January 1, 1999, and the pro forma                     
condensed consolidated balance sheet assumes that the                           
Distribution occurred on December 31, 1999.  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 USBANCORP or                     
Three Rivers Bancorp or the results of operations or financial                  
position that would have occurred had USBANCORP or 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               

                                                                [Download Table]

                                           Three Rivers                           
                              USBANCORP      Bancorp                    USBANCORP 
                              Historical    Historical                  Pro Forma 
                              Year Ended    Year Ended                  Year Ended
                             December 31,  December 31,               December 31,
                                 1999         1999       Adjustments     1999     
                                                                                  
Total Interest Income         $165,188      $70,816                    $94,372    
Total Interest Expense          99,504       41,082                     58,422    
Net Interest Income             65,684       29,734                     35,950    
Provision for loan losses        1,900          300                      1,600    
Net Interest Income After                                                         
  Provision for Loan Losses     63,784       29,434                     34,350    
Total Non-Interest Income       24,374        5,653                     18,721    
Total Non-Interest Expense      60,815       21,027          469 A      40,257    
Income Before Income Taxes      27,343       14,060         (469)       12,814    
Provision for income taxes       6,922        4,090         (142)B       2,690    
Net Income                     $20,421      $ 9,970        ($327)      $10,124    

Diluted earnings per share     $  1.52          --        ($0.77)      $  0.75    
Average shares outstanding      13,451          --            --        13,451    


Pro forma Condensed Consolidated Balance Sheet    
(In thousands)              
Unaudited             

                                                                [Download Table]


                                            Three Rivers                           
                             USBANCORP        Bancorp                  USBANCORP   
                             Historical      Historical                Pro Forma   
                                At              At                        At       
                            December 31,    December 31,               December 31,
                                1999           1999       Adjustments     1999     
                                                                                   
ASSETS                                                                             
Cash and due from banks    $   55,434     $   24,228        ($327) A   $   30,879  
Investment securities       1,187,335        522,264                      665,071  
Loans                       1,085,454        474,741                      610,713  
Other assets                  139,256         54,929       10,426 C        94,753  
Total Assets               $2,467,479     $1,076,162       10,099 C    $1,401,416  

LIABILITIES                                                                        
Deposits                   $1,230,941     $  572,695                   $  658,246  
Total borrowed funds        1,099,842        438,394                      661,448  
Other liabilities              24,139          9,280                       14,859  
Total Liabilities           2,354,922      1,020,369                    1,334,553  
Total stockholders equity     112,557         55,793       10,099 A,C      66,863  
Total Liabilities and                                                              
   Stockholders Equity     $2,467,479      1,076,162       10,099      $1,401,416  


Notes to unaudited pro forma condensed consolidated financial             
statements:                                                                     

(A)  To record the additional incremental expenses              
USBANCORP expects to incur that were previously allocated to and                
paid by Three Rivers Bank.                                                      

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

(C)  To record the distribution by Three Rivers Bank            
(prior to the Distribution) of all of the outstanding shares of                 
the capital stock of SMC to USBANCORP, so that SMC will be a                    
wholly owned subsidiary of USBANCORP.                                           

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 year ended December 31, 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                                                                
                                     YEAR ENDED                       YEAR ENDED DECEMBER 31,                  
                                  December 31, 1999        1999      1998       1997(1)    1996(1)   1995(1)   
                                     (unaudited)       (Dollars in thousands, except per share data and ratios)
                                                                                                               
Summary of Income State-                                                                                       
  ment Data:                                                                                                   
Total interest income                  $70,816         $70,816    $ 67,926   $ 65,103   $ 55,439   $ 50,812    
Total interest expense                  41,082          41,082      38,455     36,032     29,371     27,724    
Net interest income                     29,734          29,734      29,471     29,071     26,068     23,088    
Provision for loan losses                  300             300         300        113         90        285    
Net interest income after provision for                                                                        
 loan losses                            29,434          29,434      29,171     28,958     25,978     22,803    
Total non-interest income                5,653           5,653       6,918      5,282      4,866      5,175    
Total non-interest expense              21,600          21,027      20,320     19,598     21,558     18,927    
Income before income taxes              13,487          14,060      15,769     14,642      9,286      9,051    
  Provision for income taxes             3,917           4,090       4,762      4,522      2,523      2,513    

Income from continuing operations        9,570           9,940      11,007     10,120      6,763      6,538    
Per Common Share Data:                                                                                         
Basic and diluted earnings                1.44             NR          NR         NR         NR         NR     
Book value at period end (2)              8.32             NR          NR         NR         NR         NR     
Balance Sheet and Other Data:                                                                                  
Total assets                         1,076,162       1,076,162     985,586    947,669    838,568    741,125    
Loans and loans held for sale, net of                                                                          
  unearned income                      479,762         479,762     468,194    466,615    431,928    367,940    
Allowance for loan losses                5,021           5,021       6,104      6,006      6,025      6,834    
Investment securities                                                                                          
  available for sale                   522,264         522,264     327,669    279,461    182,793    166,814    
Investment securities held                                                                                     
  to maturity                             --              --       149,988    167,339    180,226    163,001    
Deposits                               572,695         572,695     560,450    525,810    529,337    552,988    
Total borrowings                       438,394         438,394     354,272    360,844    253,529    133,783    
Stockholders' equity                    55,793          55,793      61,031     51,838     47,193     46,666    
Full-time equivalent employees             246             246         260        259        273        289    
Selected Financial Ratios:                                                                                     
Return on average total equity           17.20           17.92       18.58      20.13      14.49      15.20    
Return on average assets                  0.93            0.97        1.16       1.14       0.87       0.91    
Loans and loans held for sale,                                                                                 
  net of unearned income, as a percent                                                                         
  of deposits, at period end             83.77           83.77       85.31      83.36      71.46      69.84    
Ratio of average total equity to                                                                               
  average assets                          5.39            5.39        6.27       5.68       6.00       6.00    
Interest rate spread (3)                  2.56            2.56        2.74       2.96       3.19       2.93    
Net interest margin (4)                   3.07            3.07        3.31       3.50       3.71       3.50    
Allowance for loan losses as a                                                                                 
  percentage of loans and loans                                                                                
  held for sale, net of                                                                                        
  unearned income, at period end          1.05            1.05        1.30       1.34       1.69       1.75    
Non-performing assets as a                                                                                     
  percentage of loans and loans held                                                                           
  for sale and other real estate                                                                               
  owned, at period end (5)                1.87            1.87        0.66       0.96       1.17       1.52    
Net charge-offs as a percentage of                                                                             
  average loans                                                                                                
  and loans held for sale                 0.30            0.30        0.04       0.03       0.23       0.07    
One year GAP ratio, at period end(6)      0.57            0.57        1.02       0.64       0.84       0.78    

(1)  Includes the results of operation of Community Savings               
Bank for the period from January 1, 1995 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 three years ended                     
December 31, 1999, 1998 and 1997.                                               

                                                                [Download Table]

                                               Year Ended             
                                              December 31,      _____ 
                                      1999         1998         1997  
                                      (In thousands, except ratios)   
                                                                      
Income from continuing                                                
  operations                         $9,970      $11,007      $10,120 
Return on average equity              17.92%       18.58%       20.13%
Return on average assets               0.97         1.16%        1.14%


RESULTS OF OPERATIONS                                                           

PERFORMANCE OVERVIEW FOR YEARS ENDED DECEMBER 31, 1999 AND                
1998 . . .Three Rivers Bank's income from continuing operations                 
("net income") for the year ending December 31, 1999 totaled                    
$10.0 million.  The 1999 results are $1.04 million or 9.4% lower                
than the $11.0 million reported for 1998.  Three Rivers Bank's                  
return on equity (ROE) averaged 17.92% for year ending December                 
31, 1999 which represented a decrease from the 18.58% ROE                       
reported in 1998.  The Bank's return on assets dropped by 19                    
basis points to 0.97% for year 1999.                                            

Reduced non-interest income and higher non-interest             
expenses negatively impacted both net income and ROE in 1999.                   
Specifically, non-interest income decreased by $1.3 million or                  
18.3%, while non-interest expense increased by $707,000 or 3.5%.                
The Bank's ROE was favorably impacted by a reduced balance of                   
total equity.  The Bank's equity base on average for the year                   
declined by $6.4 million due to a drop in other comprehensive                   
income caused by a decrease in the Bank's available for sale                    
securities portfolio.                                                           

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

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.                                                                       

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:                                                                          

                                                                [Download Table]

                                                   Year Ended                
                                                   December 31,              
                                      1999          1998          1997       
                             (In thousands, except per share data and ratios)
                                                                             
Interest Income                     $70,816       $67,926       $65,103      
Interest expense                     41,082       $38,455       $36,032      
Net interest income                  29,734       $29,471       $29,071      
Tax-equivalent adjust-                                                       
  ment                                  936           782           731      
Net tax-equivalent                                                           
  interest income                    30,670       $30,253       $29,802      
Net interest margin                    3.07%         3.31%         3.50%     

1999 NET INTEREST PERFORMANCE OVERVIEW . . .Three Rivers                  
Bank's net interest income on a tax-equivalent basis increased                  
by $417,000 or 1.4% due to a higher level of earning assets.                    
Total average earning assets were $85.1 million higher in the                   
year ending December 31, 1999 due to a $84.8 million or 19.2%                   
increase in investment securities.  The higher amount of                        
investment securities was funded primarily by a $58.4 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 24 basis point decline in the net interest                
margin to 3.07%.  The drop in the net interest margin reflects a                
34 basis point decline in the earning asset yield which more                    
than offset the benefit of a 15 basis point reduction in the                    
cost of funds.                                                                  

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:  1999 VERSUS                    
1998 ... Regarding the separate components of net interest                      
income, Three Rivers Bank's total tax-equivalent interest income                
for the year ending December 31, 1999, increased by $3.0 million                
or 4.4% when compared to   1998.  This increase was due to the                  
previously mentioned $85 million or 9.4% increase in total                      
average earning assets which caused interest income to rise by                  
$6.1 million.  This positive factor was offset by a 34 basis                    
point drop in the earning asset yield to 7.21% that caused a                    
$2.3 million reduction in interest income.  Within the earning                  
asset base, the yield on the total loan portfolio declined by 35                
basis points to 8.10% 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 22 basis                  
points to 6.34% 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 the year         
ending December 31, 1999, increased by $2.6 million or 6.8% when                
compared to the full year 1998.  This higher interest expense                   
was due primarily to a $83 million increase in average interest                 
bearing liabilities.  The growth in interest bearing liabilities                
included a $14 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 $58 million and were used to help fund the                         
previously mentioned earning asset growth.  Short-term                          
borrowings and FHLB advances had an average cost of 5.43% for                   
the year ending December 31, 1999 which was 20 basis points                     
lower than their cost in the prior year but 144 basis points                    
greater than the average cost of deposits which amounted to                     
3.99%.  The Bank was able to reduce its cost of deposits by 21                  
basis points due primarily to lower costs for certificates of                   
deposit.  Overall, the Bank's total cost of funds dropped by 15                 
basis points to 4.65% 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 $110 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.                        
Overall, the Company expects to experience net interest margin                  
pressure in 2000 due to the anticipated increases in interest                   
rates and the lengthening of the durations of the securities                    
portfolio which will further slow cash flows.                                   

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.                                                    

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]

                                                                 Year Ended December 31,                                     
                                                 1999                       1998                           1997              
                                               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    $464,317   $38,341     8.10%   $464,015    $39,688     8.45%  $447,295   $38,452    8.48% 
  Deposits with banks                   882        24     2.72         815          8     0.92          -         -       -  
Federal funds sold and                                                                                                       
    Securities purchased                                                                                                     
    under agreements to resell            -         -        -          23          1     5.49        218        11    5.12  
  Investment securities and                                                                                                  
    investment securities                                                                                                    
    available for sale:                                                                                                      
    Available for sale              386,677    24,418     6.31     283,785     18,510     6.52    211,322    14,590    6.90  
    Held to maturity                139,990     8,969     6.41     158,117     10,501     6.64    187,086    12,781    6.83  
  Total investment securities       526,667    33,387     6.34     441,902     29,011     6.56    398,408    27,371    6.87  

Total interest earning asset/                                                                                                
  interest income                   991,866    71,752     7.21     906,755     68,708     7.55    845,921    65,834    7.75  
Non-interest earning assets:                                                                                                 
  Cash and due from banks            17,003                         14,523                         15,883                    
  Premises and equipment              5,092                          4,532                          4,825                    
  Other assets                       23,614                         25,425                         23,868                    
    Allowance for loan losses        (5,810)                        (6,069)                        (6,040)                   
TOTAL ASSETS                      1,031,765                        945,166                        884,457                    

Interest bearing liabilities:                                                                                                
  Interest bearing deposits:                                                                                                 
    Interest bearing demand          43,769       426     0.97      43,019        418     0.97     42,645       413    0.97  
    Savings                          66,505     1,210     1.82      65,399      1,042     1.59     66,633     1,218    1.83  
    Money Market Accts               57,235     1,693     2.96      50,963      1,449     2.84     48,173     1,284    2.67  
    Other time                      316,227    15,953     5.04     310,109     16,805     5.42    309,220    16,986    5.49  
    Total interest                                                                                                           
      bearing deposits              483,736    19,282     3.99     469,490     19,714     4.20    466,671    19,901    4.26  
  Borrowings:                                                                                                                
    Federal funds purchased,                                                                                                 
      securities sold under                                                                                                  
      agreements to repurchase                                                                                               
      and other short-term                                                                                                   
      borrowings                     61,734     3,237     5.17      50,475      2,772     5.49     40,285     2,253    5.59  
    Advances from Federal                                                                                                    
      Home Loan Bank                334,707    18,284     5.46     276,261     15,633     5.66    239,748    13,447    5.61  
    Long-term debt                    2,699       279    10.48       3,359        336    10.00      4,507       431    9.56  
Total interest bearing                                                                                                       
  liabilities/interest expense      882,876    41,082     4.65     799,585     38,455     4.80    751,211    36,032    4.79  
Non-interest bearing liabilities:                                                                                            
  Demand Deposits                    83,442                         77,561                         73,660                    
  Other liabilities                   9,822                          8,790                          9,307                    
Stockholders' equity                 55,625                         59,230                         50,279                    
TOTAL LIABILITIES AND                                                                                                        
  STOCKHOLDERS' EQUITY            1,031,765                        945,166                        884,457                    

Interest rate spread                                      2.56                            2.74                         2.96  
Net interest income/net                                                                                                      
  interest margin                              30,670     3.07                 30,253     3.31               29,802    3.50  
Tax-equivalent adjustment                        (936)                           (782)                         (731)         
Net interest income                            29,734                          29,471                        29,071          


The average balance and yield on taxable securities was                   
$466.5 million and 6.35%, $399.4 million and 6.55%, and $356.1                  
million and 6.87%, for 1999, 1998, and 1997, respectively.  The                 
average balance and tax-equivalent yield on tax-exempt                          
securities was $60.1 million and 6.25%, $42.5 million and 6.69%,                
and $42.3 million and 6.86%, for 1999, 1998, and 1997,                          
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]

                                    1999 vs. 1998                    1998 vs. 1997        
                                  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  $    19    $(1,214)  $(1,195)   $1,283    $  (121)  $1,162 
Deposits with banks                  1         15        16         8          -        8 
Federal funds sold and                                                                    
  securities purchased under                                                              
  agreements to resell              (1)         -        (1)      (11)         1      (10)
Investment securities            6,067     (1,061)    5,006     2,835     (1,172)   1,663 

Total interest income            6,086     (2,260)    3,826     4,115     (1,292)   2,823 

Interest paid on:                                                                         
Interest bearing demand                                                                   
  deposits                           8          -         8         5          0        5 
Savings Deposits                    18        150       168       (22)      (154)    (176)
Money market                       182         62       244        79         86      165 
Other time deposits                334     (1,186)     (852)       53       (234)    (181)
Federal funds purchased,                                                                  
  securities sold under                                                                   
  agreements to repurchase,                                                               
  and other short-term                                                                    
  borrowings                       520        (55)      465       558        (39)     519 
Advances from Federal Home                                                                
  Loan Bank                      3,183       (532)    2,651     2,065        121    2,186 
Long-term debt                     (75)        18       (57)     (116)        21      (95)

Total interest expense           4,170     (1,543)    2,627     2,622       (199)   2,423 

Change in net interest income   $1,916       (717)   $1,199    $1,493    $(1,093)  $  400 

LOAN QUALITY                                                          

Three Rivers Bank's 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 Bank's loan                
delinquency and other non-performing assets.  At all dates                      
presented, Three Rivers Bank had no troubled debt restructurings                
which involve forgiving a portion of interest or principal on                   
any loans or making loans at a rate materially less than that of                
market rates.                                                                   

                                                                [Download Table]

                                             At December 31,          
                                      1999         1998       1997    
                                    (In thousands, except percentages)
                                                                      
Total loan delinquency (past                                          
  due 30 to 89 days)                 $4,011      $5,473     $7,909    
Total non-accrual loans               2,056       2,553      2,871    
Total non-performing assets(1)        9,076       3,116      4,508    
Loan delinquency as a percentage                                      
  of total loans and loans held                                       
  for sale, net of unearned income     0.84%       1.17%      1.69%   
Non-accrual loans as a                                                
  percentage of total                                                 
  loans and loans held                                                
  for sale, net of                                                    
  unearned income                      0.43%      0.55%       0.62%   
Non-performing assets as a                                            
  percentage of total loans and                                       
  loans held for sale, net of                                         
  unearned income, and other                                          
  real estate owned                    1.87%      0.66%       0.96%   

(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 December 31, 1999, total          
loan delinquency declined by $1.5 million causing the                           
delinquency ratio to drop to 0.84%.  Total non-performing assets                
increased by $6.0 million since year-end 1998 causing the non-                  
performing assets to total loans ratio to increase to 1.87%.                    
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 write-off occurred                    
prior to such loan being reclassified as other real estate owned                
in December 1999.                                                               

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 were considered by management in                        
determining the amount of Three Rivers Bank's 1998 loan loss                    
provision.                                                                      

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 of the previously listed qualitative factors,                        
provides protection against credit risks resulting from other                   
inherent risk factors contained in the Bank's loan portfolio,                   
and recognizes the model and estimation risk associated with the                
specific and formula driven allowances.   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:                                                              

[/R]                                                                            

                                                        [Enlarge/Download Table]

                                                               Year Ended                             
                                                               December 31,                           
                                     1999              1998          1997          1996          1995 
                                            (In thousands, except ratios and percentages)             
                                                                                                      
Balance at beginning of period:    $ 6,104       $    6,006    $    6,025    $    6,834    $    7,290 
Reduction due to disposition                                                                          
  of business line                       -                -             -             -          (342)
  Charge-offs:                                                                                        
    Commercial                       1,236               86            81           801           298 
    Real estate-mortgage               269              183           174           156           135 
    Consumer                           123              157           183           142           207 
    Total charge-offs                1,628              426           438         1,099           640 
  Recoveries:                                                                                         
    Commercial                         201               73           175           123           123 
    Real estate-mortgage                17              110            62             9            14 
    Consumer                            27               41            69            68           104 
    Total recoveries                   245              224           306           200           241 
Net charge-offs                      1,383              202           132           899           399 
Provision for loan losses              300              300           113            90           285 
Balance at end of period             5,021            6,104         6,006         6,025         6,834 
                                 ==========      ==========    ==========    ==========    ========== 
Loans and loans held for                                                                              
  sale, net of unearned                                                                               
  income:                                                                                             
Average for the year               464,317          464,015       447,295       385,912       395,018 
  At period end                    479,762          468,194       466,615       431,928       367,940 
As a percent of average loans                                                                         
  and loans held for sale:                                                                            
  Net charge-offs                     0.30%            0.04%         0.03%         0.23%         0.10%
  Provision for loan losses           0.06             0.06          0.03          0.02          0.07 
  Allowance for loan losses           1.08             1.32          1.36          1.56          1.73 
Allowance as a percent of                                                                             
  each of the following:                                                                              
  Total loans and loans held                                                                          
    for sale, net of                                                                                  
    unearned income                   1.05             1.30          1.29          1.39          1.86 
  Total delinquent loans                                                                              
  (past due 30 to 89 days)          125.18           111.53         75.94         61.24         87.81 
  Total non-accrual loans           244.21           239.09        209.20        168.34        149.61 
  Total non-performing assets        55.32           195.89        133.23        119.24        121.75 
Allowance as a multiple of                                                                            
  net charge-offs                     3.63x           30.22x        45.50x         6.70x        17.33x
Total classified assets            $15,715          $17,555       $12,698       $11,113       $14,366 

[/R]                                                                            

Three Rivers Bank recorded provisions for loan losses of        
$300,000 in 1999, $300,000 in 1998, and $113,000 in 1997.  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 $1.4 million or 0.30% of                     
average loans in 1999, $202,000 or 0.04% of average loans in                    
1998, and $132,000 or 0.03% of average loans in 1997.                           

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.  The bank maintained a                    
$300,000 loan loss provision in 1999 despite the higher net                     
charge-offs due to the overall strength of the loan loss                        
reserve.                                                                        

Since December 31, 1998, the balance in the allowance           
for loan losses has decreased by $1.1 million due to the net                    
charge-offs exceeding the loan loss provision.  Three Rivers                    
Bank's allowance for loan losses at December 31, 1999 was 55.0%                 
of non-performing assets and 244.0% 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 $6.0 million commercial mortgage loan for which a                 
$500,000 charge-down was recorded before the loan was                           
transferred into other real estate owned in December 1999.  The                 
allowance for loan losses of Three Rivers Bank was 196.0% of                    
non-performing assets and 239.0% 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                           
December 31, 1999, 1998, and 1997. 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.                    

                                                        [Enlarge/Download Table]

                                                                    At December 31,                                          
                                1999              1998                 1997                   1996               1995        
                                    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                $   914     9.56%   $  279     11.44%  $  247       8.36%     $  378      7.49%   $  664     8.37% 
Commercial loans secured                                                                                                     
  by real estate            1,285    43.16     1,339     35.69    1,465       36.73      1,526     34.32     1,024    20.49  
Real estate-mortgage          519    40.41       213     45.51      216       48.22        286     50.12       193    63.36  
Consumer                      185     6.89       211      7.36      176        6.69        170      8.07       188     7.78  
Allocation to general                                                                                                        
  risk                      2,118              4,062              3,902                  3,665               4,765           

Total                      $5,021   100.00%   $6,104    100.00%  $6,006      100.00%    $6,025    100.00%  $6,834    100.00% 

Real estate-mortgage loans comprise 40.0% of Three              
Rivers Bank's total loan portfolio and $519,000 or 10.3% of the                 
total allowance for loan losses is allocated against this loan                  
category at December 31, 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 higher allocations for commercial loans and                 
commercial loans secured by real estate reflect the increased                   
credit risk associated with this type of lending.  The combined                 
increase in allocated reserves to these two portfolio types at                  
December 31, 1999 versus December 31, 1998 is driven by the                     
continued growth of these portfolios and higher charge-offs                     
experienced in fiscal 1999 versus 1998.  At December 31, 1999,                  
the combined commercial and commercial real-estate loan balances                
grew by 15% over the December 31, 1998 balances.  The fiscal                    
year over year net charge-offs also increased by $1.0 million                   
for the combined commercial and commercial real-estate                          
portfolio.  Other factors considered by the Bank that led to                    
increased allocations to the commercial and commercial real-                    
estate portfolios are the potential adverse effects of the                      
rising interest rate environment experienced in the latter half                 
of fiscal year 1999, the continued increase in concentration                    
risk in single borrowers and the overall growth in the average                  
size associated with these credits.                                             

In addition to the specific and formula-driven reserve          
calculations, the Bank has consistently established a general                   
unallocated reserve to provide for risk inherent in the loan                    
portfolio as a whole.  Management believes that its judgment                    
with respect to the establishment of the general unallocated                    
reserve has been validated by experience and prudently reflects                 
the model and estimation risk associated with the specific and                  
formula driven allowances.  The Bank determines the unallocated                 
reserve based on a variety of factors, some of which also are                   
components of the formula-driven methodology.  These include,                   
without limitation, the previously mentioned qualitative factors                
along with general economic data, management's assessment of the                
direction of interest rates, and credit concentrations. In                      
conjunction with the establishment of the general unallocated                   
reserve, the Bank also looks at the total allowance for loan                    
losses in relation to the size of the total loan portfolio, the                 
level of non-performing assets, and its coverage of these items                 
as compared to peer comparable banking companies.                               

Based on the Bank's loan loss reserves methodology and          
the related assessment of the inherent risk factors contained                   
within the Bank's loan portfolio, management believes that the                  
allowance for loan losses was adequate, but not excessive, for                  
each of the fiscal years presented in the table above.                          

NON-INTEREST INCOME:  1999 AND 1998 . . . Non-interest income             
for the year ending December 31, 1999, totaled $5.7 million                     
which represented a $1.3 million or 18.3% decrease when compared                
to the same 1998 period.  This decrease was primarily due to the                
following items:                                                                

- a $1.0 million decrease in gains realized on                  
investment security sales because a steeper yield curve has                     
limited investment portfolio repositioning opportunities.                       

- a $270,000 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 $44,000 or 4.8% increase in trust fees to $971,000          
for the year ending December 31, 1999. This trust fee growth                    
reflects increased assets under management due to the profitable                
expansion of trust relationships.                                               

NON-INTEREST INCOME: 1998 and 1997 ... 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 EXPENSE:  1999 AND 1998 . . . Non-interest                   
expense for the year ending December 31, 1999 totaled $21.0                     
million which represented a $707,000 or 3.5% increase when                      
compared to 1998 .  This increase was primarily due to the                      
following items:                                                                

- A $246,000 or 2.7% increase in salaries and employee          
benefits due to modest merit pay increases and increased medical                
insurance premiums.                                                             

- A $163,000 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 year of amortization associated                   
with the May 1998 acquisition of two National City Bank                         
branches.                                                                       

- A $186,000 increase in equipment expense as a result          
of increased depreciation on equipment purchased in early 1999,                 
some of which was associated with new branches and greater small                
equipment purchases.                                                            

- An $92,000 increase in miscellaneous taxes and                
insurance due to higher shares tax expense.                                     

NON-INTEREST EXPENSE: 1998 and 1997. . . 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.                                     

YEAR 2000 ... During 1999 and 1998, Three Rivers Bank                     
actively worked on the Year 2000 computer issue to ensure 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 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.  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.  No such disruptions                        
occurred.                                                                       

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 or any                  
credit customers of the Bank.  The Bank did not suffer any                      
system failures or miscalculations causing disruptions of                       
operations in connection with the occurrence of Y2K and the Bank                
is not aware of any such system failures or miscalculations                     
causing material disruptions of the operations of any of its                    
customers.                                                                      

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.                             
Additionally, during the fourth quarter of 1999, the Bank had                   
maintained higher levels of non-earning cash balances and had                   
used higher cost alternative funding sources, such as brokered                  
certificates of deposit to ensure liquidity reserves were in                    
place.                                                                          

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) averaged 57.9%                  
in 1999 compared to 54.6% in 1998 and 55.8% in 1997.  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 $377,000 non-cash charge that negatively impacted the                         
efficiency ratio.  That charge was $163,000 greater than                        
1998.                                                                           

Factors contributing to the better efficiency ratio in          
1998 included the increased net interest margin dollars and                     
increased non-interest income.  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.                                    

INCOME TAX EXPENSE ... Three Rivers Bank's provision for                  
income taxes for 1999 was $4.1 million reflecting an effective                  
tax rate of 29.1%.  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 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 1999.  The tax-free asset holdings                   
consist primarily of municipal investment securities, bank owned                
life insurance, and commercial loan tax anticipation notes.  The                
higher tax expense in 1998 was due to greater pre-tax income, as                
the effective tax rate was relatively consistent between years.                 

Subsequent to December 31, 1999, the Internal Revenue           
Service completed its examination of USBANCORP's 1995-1997 tax                  
returns.  Consequently, Three Rivers Bank anticipates reversing                 
its $200,000 valuation allowance and reducing its income tax                    
expense and accrued income taxes by approximately $500,000                      
during the first quarter of 2000.                                               

BALANCE SHEET ... Three Rivers Bank's total consolidated                  
assets (excluding net assets of discontinued mortgage banking                   
operations) were $1.076 billion at December 31, 1999, compared                  
with $996.0 million at December 31, 1998, which represents an                   
increase of $80.0 million or 8.0%.  During the year ended                       
December 31, 1999, total loans and loans held for sale increased                
by 2.86%.  Total investment securities increased by $44.6                       
million as increased borrowings were used to purchase                           
securities.  Intangible assets increased by $1.1 million due to                 
the core deposit intangible resulting from a February 1999                      
branch acquisition.                                                             

Total deposits increased by $12.2 million or 2.2% since               
December 31, 1998, due primarily to the use of $20 million of                   
brokered deposits that were used for Y2K contingency funding.                   
The Bank's total borrowed funds position increased by $84.0                     
million in order to fund the earning asset growth.  Total equity                
declined by $15.7 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.[/R]                       

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 Rivers 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 December 31, 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                               $119,668   $ 42,863   $ 38,523   $278,708  $  479,762
Investment securities and assets                                                         
  held in trust for collateralized                                                       
  mortgage obligation                 91,908     16,396     35,494    378,466     522,264
Other assets                               -          -     12,411          -      12,411
  Total rate sensitive assets        211,576     59,259     86,428    657,174   1,014,437
Rate sensitive liabilities:                                                              
Deposits:                                                                                
  Non-interest bearing deposits            -          -          -     84,643      84,643
  NOW and Super NOW                        -          -          -     41,590      41,590
  Money market                        52,688          -          -          -      52,688
  Other savings                            -          -          -     63,830      63,830
  Certificates of deposit of                                                             
    $100,000 or more                  45,791      2,991          -        124      48,906
  Other time deposits                 49,557     44,976      96,355    90,150     281,038
    Total deposits                   148,036     47,967      96,355   280,337     572,695
Borrowings                           291,482        289      80,578    66,045     438,394
  Total rate sensitive liabilities   439,518     48,256     176,933   346,382   1,011,089
Off-balance sheet hedges            (110,000)    40,000      30,000    40,000           -
Interest sensitivity GAP:                                                                
  Interval                          (117,942)   (28,997)   (120,505)  270,792           -
  Cumulative                        (117,942)  (146,939)   (267,444)    3,348       3,348
Period GAP ratio                        0.64       0.67        0.42      1.70           -
Cumulative GAP ratio                    0.64       0.65        0.57      1.00           -
Ratio of cumulative GAP to total                                                         
  assets                              -10.96%    -13.65%     -24.85%     0.31%          -

When December 31, 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 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 December 31, 1999, the                 
balance in these accounts totaled $243.0 million or 22.6% of                    
total assets.  Within the above static GAP table, approximately                 
$53.0 million or 22.0% 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 December 31, 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                     
December 31, 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                    0.66            1.53                (15.2)       
200 bp increase         (3.6)           (8.5)               (52.2)       
200 bp decrease         1.02             2.6                 43.8        

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 (3.6%) and a (8.5%)                
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 (52.2%) 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 December 31, 1999,           
100.0% of the portfolio is currently classified as available for                
sale.  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.  The mark to market of the available for sale                        
securities does inject more volatility in the book value of                     
equity but has no impact on regulatory capital.  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 $53.0 million at December 31, 1999, compared to                         
$154.0 million and $84.0 million at December 31, 1998 and                       
December 31, 1997, respectively.  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                 
December 31, 1999, Three Rivers had approximately $85.0 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 December 31, 1999 of approximately $72.0                            
million.                                                                        

Liquidity can be further analyzed by utilizing the                    
Consolidated Statement of Cash Flows.  Cash equivalents                         
increased by $5.6 million from December 31, 1998 to December 31,                
1999, due primarily to an increase of $60.7 million of net cash                 
provided by financing activities, as offset by an increase of                   
$56.3 million in net cash used by investing activities.  Within                 
investing activities, purchases of investment securities                        
exceeded cash proceeds from investment security maturities and                  
sales by $73.4 million.  Cash advanced for new loan fundings                    
totaled $197.7 million and was approximately $13.0 million                      
greater than the cash received from loan principal payments.                    
Advances from the Federal Home Loan Bank provided $100.0 million                
of cash.[/R]                                                                    

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 December 31, 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.  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 and earning asset                      
growth.  Within one year after the Distribution, Three Rivers                   
Bancorp intends to raise some form of common equity capital in                  
order to satisfy one of the conditions of the favorable IRS                     
private letter ruling which granted tax-free treatment of the                   
Distribution to both USBANCORP and its shareholders.  See "The                  
Distribution -- Certain U.S. Federal Income Tax Consequences of                 
the Distribution."                                                              

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.                          

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 291 full- and part-         
time employees as of December 31, 1999.                                         

Commitments and Lines of Credit                                                 

Three Rivers Bank is obligated under commercial,                
standby, and trade-related irrevocable letters of credit                        
aggregating $7.6 million at December 31, 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                   
December 31, 1999, the Bank had unused loan commitments of                      
approximately $101 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 December 31,                  
1999, all of the portfolio was categorized as available for sale                
and none as held to maturity.                                                   

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 December 31,      
                                           1999           1998         1997 
                                                     (In thousands)         
                                                                            
Book Value:                                                                 
  U.S. Treasury                         $  5,033        $      -     $     -
  U.S. Agency                             17,838          16,025       1,020
  State and municipal                     60,480           2,326       4,476
  Mortgage-backed                                                           
    securities                           431,008         290,703     254,907
  Other securities                        34,561          17,169      16,844
Total book value of                                                         
  investment securities                                                     
  available for sale                     548,920         326,223     277,247
Total market value of                                                       
  investment securities                                                     
  available for sale                     522,264         327,669     279,461

During the second half of 1999, the Bank, in preparation        
for liquidity needs for Year 2000, sold $2.5 million of mortgage                
backed securities that had been purchased during the period from                
1993 through 1995 and classified as held to maturity.  The Bank                 
believed the sales were allowable under the provision of SFAS                   
No. 115 which permits the sale of held to maturity mortgage                     
backed securities after a substantial portion (85%) of the                      
principal had been collected through prepayments.  The Bank,                    
however, misinterpreted this provision and computed the 85%                     
paydown factor against the principal outstanding at issuance as                 
opposed to using the principal outstanding at the point the Bank                
purchased the securities in the secondary market.  As a result                  
of this interpretation error, the Bank tainted its held to                      
maturity portfolio and transferred all securities classified as                 
held to maturity to available for sale.  The time period for the                
taint will be two years.  At the time of the transfer, these                    
securities had an amortized cost of $131.9 million and a market                 
value of $128.2 million.  Prior to the transfer, approximately                  
60% of the Bank's investment securities were already classified                 
as available for sale.  With the entire portfolio now being                     
classified as available for sale, the Bank will have 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.  The mark to market of                 
the available for sale portfolio does inject more volatility in                 
the book value of equity but has no impact on regulatory                        
capital.                                                                        

                                                                [Download Table]

Investment Securities Held to Maturity                                       
                                                      At December 31,        
                                            1999          1998       1997    
                                                       (In thousands)        
                                                                             
Book Value:                                                                  
  U.S. Treasury                            $   -         $  5,089    $  4,008
  U.S. Agency                                  -                -           -
  State and municipal                          -           51,718      36,569
  Mortgage-backed                                                            
    securities                                 -           93,181     126,762
  Other securities                             -                -           -
Total book value of                                                          
  investment securities                                                      
  held to maturity                             -          149,988     167,339
Total market value of                                                        
  investment securities                                                      
  held to maturity                             -          151,398     168,926

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 December 31, 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 December 31,                    
1999 and 1998, 98.1% and 98.2% of the portfolio respectively,                   
was rated "AAA."  Less than 1.0% was rated below "A" or unrated                 
at December 31, 1999.                                                           

Loan Portfolio                                                                  

The principal lending activity of the Bank is the               
origination of commercial loans secured by real estate,                         
commercial business loans, mortgage loans and, to a lesser                      
extent, consumer loans.  The vast majority of the Bank's loans                  
are originated in its primary market area.                                      

Commercial Loans. This category includes credit                 
extensions to commercial and industrial borrowers.  These                       
credits are typically secured by business assets, including                     
accounts receivable, inventory and equipment.  Advance rates on                 
accounts are limited to 80% of eligible receivables and 50% of                  
raw materials and finished goods inventory.  Overall balance                    
sheet strength and profitability are considered when analyzing                  
these credits, with special attention given to current and                      
historical cash flow coverage.  Policy permits flexibility in                   
determining acceptable coverage ratios, but they seldom fall                    
below 1.1 to 1.  Personal guarantees are frequently required;                   
however, as the strength of the borrower increases our ability                  
to obtain personal guarantees decreases.  In addition to                        
economic risk, this category is subject to risk of weak borrower                
management and industry risk, all of which are considered at                    
underwriting.                                                                   

Commercial Real Estate Loans.  The primary focus of the         
Bank's commercial lending operations is on the origination of                   
commercial loans secured by real estate. This category includes                 
various types of loans, including acquisition and construction                  
of investment property, owner-occupied and operating property.                  
Maximum term, minimum cash flow coverage, leasing requirements,                 
maximum amortization and maximum loan to value ratios are                       
controlled by credit policy and follow industry guidelines and                  
norms and regulatory limitations.  Personal guarantees are                      
always required during the construction phase on construction                   
credits and are frequently obtained on mid to smaller commercial                
real estate loans.                                                              

Loans secured by commercial  properties  generally              
involve a greater degree of risk than  residential  mortgage                    
loans and carry larger loan balances.  This  increased  credit                  
risk is a result of several factors, including the concentration                
of principal in a limited  number of loans and borrowers, the                   
effects of general economic conditions on income-producing                      
properties and the increased  difficulty of evaluating and                      
monitoring these types of loans.                                                

Residential Real Estate Loans. This category includes           
mortgages that are secured by residential property.                             
Underwriting of loans within this category is pursuant to                       
Freddie Mac underwriting guidelines, with the exception of CRA                  
loans, which have more liberal standards.  The major risk in                    
this category is that a significant downward economic trend                     
would increase unemployment and cause payment defaults.                         

Consumer Loans. This category includes consumer                 
installment loans and revolving credit plans.  Underwriting                     
standards identify undesirable loans, repayment terms and debt                  
coverage ratios.  Loans with debt to income coverage of 45% or                  
less are considered satisfactory.  Loans between 46% and 50%                    
require special approval, and loans over 50% are exceptions to                  
policy.  The major risk in this are major risk in this category                 
is significant economic downturn.                                               

Consumer loans generally have shorter terms to maturity,        
which reduces Three Rivers Bank's exposure to changes in                        
interest rates, and carry higher rates of interest than do one-                 
to four-family residential mortgage loans.  In addition,                        
management believes that offering consumer loan products helps                  
to expand and create stronger ties to our existing customer base                
by increasing the number of customer relationships and providing                
cross-marketing opportunities.                                                  

Loan Solicitation and Processing.  Loan originations are        
derived from a number of sources such as loan officers,                         
customers, borrowers and referrals from real estate brokers,                    
accountants, attorneys and regional advisory boards.                            

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

                                                                [Download Table]

                                            At December 31,                 
                           1999        1998      1997      1996      1995   
                                                                            
                                             (In thousands)                 
Commercial                $ 45,861    $53,563   $39,003   $32,352   $30,788 
Commercial loans                                                            
  secured by real estate   207,067    167,091   171,377   148,231    75,396 
Real estate- mortgage(1)   193,850    213,067   225,008   216,483   233,113 
Consumer                    33,042     34,565    31,396    35,162    29,342 

Gross loans                479,820   $468,286  $466,784  $432,228  $368,639 
Less:  unearned income         (58)       (92)     (169)     (300)     (699)

Loans, net of unearned                                                      
  income                   479,762    468,194   466,615   431,928   367,940 

(1)  At December 31, 1999, 1998 and 1997, real                            
estate-construction loans constituted 2.4%, 4.2% and 2.1%             
of Three Rivers' total loans, net of unearned income,                 
respectively.                                                         

The amount of loans outstanding by category as of               
December 31, 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.                                                                 

                                                                [Download Table]

                                                More Than                           
                                                One Year                            
                                  One Year       Through        Over         Total  
                                  or Less      Five Years    Five Years      Loans  
                                             (In thousands, except ratios)          
                                                                                    
Commercial                         $20,617      $  8,145      $ 17,099     $ 45,861 
Commercial loans secured by real                                                    
  estate                            30,662        45,824       130,581      207,067 
Real estate-mortgage                14,671        35,260       143,919      193,850 
Consumer                            14,837        13,520         4,627       32,984 
Total                               80,787       102,749       296,226      479,762 
Loans with fixed-rate               20,759        69,143       197,403      287,305 
Loans with floating-rate            60,028        33,606        98,823      192,457 
Total                               80,787       102,749       296,226      479,762 
Percent composition of                                                              
  maturity                            16.8%         21.4%         61.7%       100.0%
Fixed-rate loans as a                                                               
  percentage of total                                                               
  loans                                4.3%         14.4%         41.1%        59.9%
Floating-rate loans as a                                                            
  percentage of total loans           12.5%          7.0%         20.6%        40.1%

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 December 31, 1999, 59.9% 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 Bank's deposits and the average rates paid thereon:[/R]                  

                                                                [Download Table]

                              For the Year ended December 31,              
                       1999                    1998               1997     
                 Amount    Rate          Amount    Rate     Amount    Rate 
                                            (In thousands, except rates)   
                                                                           
Demand - non-                                                              
  interest                                                                 
  bearing       $ 83,442      -         $ 77,561      - %   $ 73,660    - %
Demand -                                                                   
  interest                                                                 
  bearing         43,769    0.97%         43,019    0.97%     42,645  0.97%
Savings           66,505    1.82%         65,399    1.59      66,633  1.83.
Money markets     57,235    2.96%         50,963    2.84      48,173  2.67 
Other time       316,227    5.04%        310,109    5.42     309,220  5.49 
Total deposits  $567,178    3.99%       $547,051    4.20%   $540,331  4.26%
                 ========   ====        ========    ====    ========  ==== 

The following table indicates the maturities and amounts        
of certificates of deposit issued in denominations of $100,000                  
or more as of December 31, 1999                                                 

                                  Maturing in:
                                  (In thousands)
Three months or less                                 $45,792                    
Over three through six months                          2,991                    
Over six through twelve months                            -                     
Over twelve months                                       123                    
Total                                                $48,906                    
                                 =======

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                                  59   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.  The Audit Committee consists of directors                
Butler (Chairman), Fennell, Guy, Kappel, Adams and Sevy.                        

Compensation Committee.  The Compensation Committee will        
review and approve the compensation of the senior executives of                 
Three Rivers. This committee will also administer Three Rivers                  
Bancorp's Long-Term Incentive Plan and its Stock Option Plan.                   
See "New Stock-Based and Incentive Plans of Three Rivers."  The                 
Compensation Committee will consist of Directors Barton                         
(Chairman), Fennell, Harper and Zappala.                                        

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.  The Board of                   
Directors has not yet elected the members of the Nominating                     
Committee.                                                                      

Executive Officers                                                              

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

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

Harry G. King                    Senior Vice President,                         
  Support Services

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

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 March 24, 2000.  Except                
for Mr. Barton, who will own 1.4% of the Three Rivers Bancorp                   
Common Stock issued and outstanding on the Distribution Date,                   
none of the following persons will hold in excess of 1% of such                 
stock. The directors and officers as a group will hold 2.8% of                  
the Three Rivers Bancorp Common Stock issued and outstanding on                 
the Distribution Date.                                                          

                                Projected Number
Beneficial Owner(1)(2)                            of Shares(3)                  

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. Rendall Harper, Jr. .....................            0                     
Charles R. Zappala...........................             0                     
Vincent Locher...............................         1,311                     
Harry G. King................................         1,282                     
All Directors and Executive Officers                                            
as a Group (19 persons)....................       185,868                   

_______________                                                                 

(1)  Amounts are based on information furnished to the                    
Securities and Exchange Commission or USBANCORP by the                
respective individuals, and on the books and records of               
USBANCORP.  For the purposes of this Information Statement,           
shares are deemed to be beneficially owned by a person if             
he or she directly or indirectly has or shares the power to           
vote or dispose of the shares, whether or not he or she has           
any economic interest in the shares.  For purposes of this            
Information Statement, a person is deemed to beneficially             
own shares of Three Rivers Bancorp Common Stock which may             
be received upon the exercise of outstanding stock options            
granted under USBANCORP's 1991 Stock Option Plan if the               
option is exercisable within 60 days.  As of the                      
Distribution Date, these options will be converted into               
options to acquire Three Rivers Bancorp Common Stock.  See            
"USBANCORP Stock Option Conversion."                                  

(2)  Except as noted below, each of the identified beneficial             
owners, including the officers and directors as a group,              
has sole investment and voting power as to all the shares             
shown as beneficially owned with the exception of those               
held by certain officers and directors jointly with their             
spouses or directly by their spouses or other                         
relatives.                                                            

(3)  Includes shares of Three Rivers Bancorp Common Stock                 
that may be acquired within sixty (60) days of the Record             
Date upon the exercise of presently exercisable stock                 
options as follows:  33,428, 22,170, 910, 1,200 and 68,582            
held by Messrs. Dunkle, Vail, Locher, King and the group,             
respectively.  Also includes 1,500 and 1,000 shares of                
Three Rivers Bancorp Common Stock subject to restriction              
held by Messrs. Dunkle and Vail, respectively, pursuant to            
restricted stock awards made in January 1998 that vest                
ratably over a three year period.                                     

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    1999   340,042       58,837           --           --       27,050      
Chairman of the    1998   330,060       65,649      109,477           --       26,159      
Board and Chief    1997   294,833      113,107           --       30,000       29,809      
Executive Officer                                                                          

W. Harrison Vail   1999   181,500       27,951           --           --       14,647      
Vice Chairman      1998   165,000       29,172       72,984           --       10,547      
of the Board       1997   145,000       50,263           --       18,000        9,701      
and President                                                                              

Vincent Locher     1999    93,500       15,766           --           --       11,230      
Senior Vice        1998    85,000        8,426           --           --        4,878      
President and      1997    65,000       14,935           --        1,000        2,808      
Chief Commercial                                                                           
Loan Officer                                                                               

Harry G. King      1999    94,050       14,919           --           --       10,366      
Senior Vice        1998    90,000        8,021           --           --        6,225      
President,         1997    79,125       17,189           --           --        5,624      
Support Services                                                                           


_______________                                                                 

(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 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, (b) the premiums paid by USBANCORP and its                
subsidiaries for life insurance policies with cover-age               
limits above $50,000 to Messrs. Dunkle, Vail, Locher and              
King, and (c) country club dues for Messrs. Dunkle, Vail,             
Locher and King.                                                      

(7)  Includes amounts contributed under the 401(k) Plan of                
USBANCORP to Messrs. Vail, Locher and King.  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 by                 
USBANCORP 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(3)       
                  Shares ac-                                                                               
                  quired on       Value                                                                    
Name              Exercise(#)(1)  Realized(2)  Exercisable(1)  Unexercisable  Exercisable(1)  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      
Vincent Locher          180           595          1,821             0                0             0      
Harry G. King             0             0          2,400             0            3,856             0      


(1)  Reflects shares of USBANCORP Common Stock received or                
receivable upon the exercise of outstanding options.                  
These options will be converted into options to acquire               
Three Rivers Bancorp Common Stock.  See USBANCORP                     
Stock Option Conversion."                                             

(2)  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.                                                            

(3)  "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             
$865,000 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 1999 for                        
Messrs. Vail, Locher and King was $181,500, $93,500 and $94,050,                
respectively, subject to the $150,000 limitation. Under the TRB                 
Pension Plan, Messrs. Vail, Locher and King had 15, 11 and 27                   
years of credited service, respectively, as of December 31,                     
1999.                                                                           

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 become a participant in the                  
TRB Pension Plan.  Current remuneration in 1999 which was                       
covered by the USBANCORP Pension Plan for Mr. Dunkle was                        
$340,042, subject to the $150,000 limitation.  Under such plan,                 
Mr. Dunkle had 12 years of credited service as of December 31,                  
1999.                                                                           

Change In Control Agreements                                                    

Three Rivers Bancorp intends to enter into Change in            
Control Agreements with Messrs. Dunkle, Vail and Locher 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 will 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 will be entitled to receive 1.5 times his annual                       
combined base salary and bonus.  Under the Change in Control                    
Agreement for Mr. Locher, Mr. Locher will be entitled to receive                
an amount equal to an amount equal to his annual combined 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, eighteen months with respect to Mr. Vail                 
and one year with respect to Mr. Locher.  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.                                                    

TRANSACTIONS WITH MANAGEMENT                                                    

Certain directors, nominees and executive officers              
and/or their associates were customers of and had transactions                  
with Three Rivers Bank or its subsidiaries during 1999.                         
Transactions that involved loans or commitments by the Bank were                
made in the ordinary course of business and on substantially the                
same terms, including interest rates and collateral, as those                   
prevailing at the time for comparable transactions with                         
unrelated persons and did not involve more than the normal risk                 
of collectability or present other unfavorable features.  These                 
loans represented in the aggregate less than 2.0% of the Bank's                 
shareholders' equity as of December 31, 1999.                                   

Mr. Adams, a director of Three Rivers Bancorp and Three         
Rivers Bank, is a partner in a law firm that rendered services                  
to Three Rivers Bank during 1999 and will render such services                  
in 2000.                                                                        

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 during the three                    
months 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 under one of two methods.                                                

Under the first method, 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.                                        

Under the second method, the exercise price of                  
outstanding USBANCORP options will be adjusted by the USBANCORP                 
Stock Conversion Ratio.  The number of USBANCORP options will                   
remain the same.  Options to purchase Three Rivers Bancorp                      
Common Stock will be issued - one for every two USBANCORP shares                
covered by the option.  The exercise price of the Three Rivers                  
Bancorp options will be set by multiplying the Three Rivers                     
Stock Conversion Ratio by the corresponding USBANCORP option                    
exercise price.                                                                 

Either of these methods will preserve (and not increase)        
the intrinsic value of outstanding USBANCORP stock options.  All                
other terms of the adjusted USBANCORP options shall be the same                 
as the terms of the pre-adjusted USBANCORP 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; and (9) 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 25,000,000                   
shares, of which 20,000,000 shall be Common Stock and 5,000,000                 
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 5,000,000 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 Fleet National Bank, Boston,                       
Massachusetts.                                                                  

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.  USBANCORP currently is subject to the                  
reporting requirements of the Securities Exchange Act of 1934,                  
as amended, and, in accordance therewith, files 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 and USBANCORP                   
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).                                   

Copies of USBANCORP's Annual Report and Form 10-K for           
the year ended December 31, 1999 can be obtained free of charge                 
from USBANCORP.  Requests should be directed to Jeffrey A.                      
Stopko, Senior Vice President and Chief Financial Officer,                      
USBANCORP, Inc., P.O. Box 430, Johnstown, PA 15907-0430,                        
telephone (814) 533-5310.                                                       

INDEX TO FINANCIAL STATEMENTS               

                                        Page
                                       Reference
CONSOLIDATED FINANCIAL STATEMENTS                                               

Consolidated Balance Sheet - December 31, 1999                            
and December 31, 1998                                  F-2                  
Consolidated Statement of Income - Fiscal years ended                     
December 31, 1999, December 31, 1998                                        
and December 31, 1997                                  F-3                  
Consolidated Statement of Comprehensive Income -                          
Fiscal years ended December 31, 1999, December 31,                          
1998 and December 31, 1997                             F-4                  
Consolidated Statement of Stockholders' Equity -                          
Fiscal years ended December 31, 1999, December 31,                          
1998 and December 31, 1997                             F-5                  
Consolidated Statement of Cash Flows -                                    
Fiscal years ended December 31, 1999, December 31,                          
1998 and December 31, 1997                             F-6                  
Notes to Consolidated Financial Statements                F-7                   
Report of Independent Auditors                            F-43                  

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]
                                                               

                                                   December 31,   
                                                1999        1998  
                                            ------------  --------
                                                 (In thousands)   
                                                                  
ASSETS                                                            
Cash and due from banks                     $ 24,228      $ 16,169
Interest bearing deposits with banks               -         2,447
Investment securities:                                            
  Available for sale                         522,264       327,669
  Held to maturity (market value                                  
    $151,398 on December 31, 1998)                 -       149,988
Loans held for sale                               59         1,873
Loans                                        479,761       466,413
  Less: Unearned income                           58            92
  Allowance for loan losses                    5,021         6,104
  Net loans                                  474,682       460,217
Premises and equipment                         5,495         4,489
Accrued income receivable                      7,504         7,030
Goodwill and core deposit intangibles          2,838         1,772
Bank owned life insurance                     12,411        11,859
Other assets                                  16,255         2,073
Net assets of discontinued mortgage                               
  banking operations                          10,426        10,455
    TOTAL ASSETS                          $1,076,162      $996,041

LIABILITIES                                                       
Non-interest bearing deposits             $   84,643      $ 84,969
Interest bearing deposits                    488,052       475,481
    Total deposits                           572,695       560,450
Federal funds purchased and securities                            
  sold under agreements to repurchase         10,000        18,305
Other short-term borrowings                   16,150        23,500
Advances from Federal Home Loan Bank         409,876       309,891
Long-term debt                                 2,368         2,576
Total borrowed funds                         438,394       354,272
Other liabilities                              9,280         9,833
    TOTAL LIABILITIES                      1,020,369       924,555
Commitments and contingent liabilities                            
  (Note #17)                                                      

STOCKHOLDERS' EQUITY                                              
Subsidiary Equity                             72,969        70,396
Accumulated other comprehensive income       (17,176)        1,090
    TOTAL STOCKHOLDERS' EQUITY                55,793        71,486

    TOTAL LIABILITIES AND STOCKHOLDERS'                           
      EQUITY                              $1,076,162      $996,041

See accompanying notes to consolidated financial statements.                    

                                                                [Download Table]

                        CONSOLIDATED STATEMENT OF INCOME      

                                 Year ended December 31,      
                                 -----------------------      
                                1999       1998       1997    
                                ----       ----       ----    
                                            (In thousands)    
INTEREST INCOME                                               
                                                              
Interest and fees on loans:                                   
  Taxable                       $ 37,714   $ 38,923   $ 38,047
  Tax exempt                         506        613        315
Deposits with banks                   24          8         12
Federal funds sold                     -          1         11
Investment securities:                                        
  Available for sale              24,309     18,480     14,560
  Held to maturity                 8,263      9,901     12,158
    Total Interest Income         70,816     67,926     65,103

INTEREST EXPENSE                                              
Deposits                          19,282     19,714     19,901
Federal funds purchased                                       
  and securities sold                                         
  under agreements to                                         
  repurchase                       1,015      1,004        754
Other short-term                                              
  borrowings                       2,222      1,768      1,499
Advances from Federal Home                                    
  Loan Bank                       18,284     15,633     13,447
Long-term debt                       279        336        431
Total Interest Expense            41,082     38,455     36,032

NET INTEREST INCOME               29,734     29,471     29,071
  Provision for loan                                          
    losses                           300        300        113

NET INTEREST INCOME AFTER                                     
  PROVISION FOR LOAN                                          
  LOSSES                           29,434    29,171     28,958

NON-INTEREST INCOME                                           
Trust fees                            971       927        843
Net realized gains                                            
  on investment securities            273     1,316        112
Net realized (losses) gains                                   
  on loans held for sale              (35)      235        244

Wholesale cash processing                                     
  fees                                603       706        976
Service charges on deposit                                    
  accounts                          1,861     1,813      1,725
Bank owned life insurance             551       556        524
Other income                        1,429     1,365        858
  Total Non-Interest Income         5,653     6,918      5,282

NON-INTEREST EXPENSE                                          
Salaries and employee                                         
  benefits                          9,371     9,125      8,996
Net occupancy expense               1,831     1,807      1,823
Equipment expense                   1,522     1,336      1,309
Professional fees                   1,350     1,277      1,170
Supplies, postage, and                                        
  freight                             975     1,028      1,090
Miscellaneous taxes and                                       
  insurance                           567       475        398
FDIC deposit insurance                                        
  expense                             197       196         42
Amortization of goodwill                                      
  and core deposit                                            
  intangibles                         377       214        263
Other expense                       4,837     4,862      4,507
  Total Non-Interest Expense       21,027    20,320     19,598

INCOME BEFORE INCOME TAXES         14,060    15,769     14,642
  Provision for income                                        
    taxes                           4,090     4,762      4,522

INCOME FROM CONTINUING                                        
  OPERATIONS                        9,970    11,007     10,120

Income(loss)from Discontinued                                 
  Mortgage Banking Operations,                                
  Net of Tax                          (30)      252      1,286

NET INCOME                          9,940    11,259     11,406

See accompanying notes to consolidated financial statements.                    

                                                                [Download Table]

                       CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                 Year ended December 31,             
                                 -----------------------             
                                1999       1998       1997           
                                ----       ----       ----           
                                      (in thousands)                 
                                                                     
COMPREHENSIVE INCOME                                                 
Net income                      $  9,940   $ 11,259   $ 11,406       
Other comprehensive income,                                          
  before tax:                                                        
  Unrealized holding gains                                           
    (losses) arising during                                          
    period                       (25,486)       826      1,730       
Less: Reclassification                                               
  adjustment for gains included                                      
  in net income                     (273)    (1,316)      (112)      
                                --------   --------   --------       
Other comprehensive income                                           
  (loss), before tax             (25,759)      (490)     1,618       
Income tax expense (credit)                                          
  related to items of other                                          
  comprehensive income            (7,493)      (148)       500       
                                --------   --------   --------       

Other comprehensive income                                           
   (loss), net of tax            (18,266)      (342)     1,118       
                                --------   --------   --------       
Comprehensive (loss) income     $ (8,326)  $ 10,917   $ 12,524       
                                ========   ========   ========       

                                                                [Download Table]


           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                  Year ended December 31,           
                                  -----------------------           
                                1999       1998       1997          
                                ----       ----       ----          
                                                                    
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      
Balance at end of period           2,015      2,015      2,015      

CAPITAL SURPLUS                                                     
Balance at beginning of period    20,454     13,454     13,454      
Downstream dividends                   -      7,000          -      
Balance at end of period          20,454     20,454     13,454      

RETAINED EARNINGS                                                   
Balance at beginning of period    37,472     34,937     31,410      
Income from continuing operations  9,970     11,007     10,120      
Equity from discontinued                                            
  mortgage banking operations     10,426     10,455     10,712      
Dividends paid                    (7,368)    (8,981)    (6,841)     
Dividends received                     -        509        248      
Balance at end of period          50,500     47,927     45,649      

ACCUMULATED OTHER COMPREHENSIVE                                     
 INCOME                                                             
Balance at beginning of period     1,090      1,432        314      
Net change in fair value of                                         
  securities available for sale  (18,266)      (342)     1,118      
Balance at end of period         (17,176)     1,090      1,432      

TOTAL STOCKHOLDERS' EQUITY       $55,793    $71,486    $62,550      


See accompanying notes to consolidated financial statements.                    

                                                                [Download Table]

                       CONSOLIDATED STATEMENT OF CASH FLOWS          

                                        Year ended December 31,      
                                        -----------------------      
                                        1999       1998       1997   
                                        ----       ----       ----   
                                            (in thousands)           
                                                                     
OPERATING ACTIVITIES                                                 
Income from continuing                                               
  operations                         $  9,970    $ 11,007   $ 10,120 
Adjustments to reconcile net                                         
  income to net cash provided                                        
  by operating activities:                                           
  Income (loss) provided by                                          
    discontinued mortgage                                            
    banking operations                    (30)        252      1,286 
  Provision for loan losses               300         300        113 
  Depreciation and amortization                                      
    expense                               891         790        855 
  Amortization expense of good-                                      
    will and core deposit                                            
    intangibles                           377         214        263 
  Net amortization of invest-                                        
    ment securities                      (156)        756         51 
  Net realized gains on invest-                                      
    ment securities                      (273)     (1,316)      (112)
  Net realized (gains) losses                                        
    on loans held for sale                 35        (235)      (244)
  Decrease (increase) in accrued                                     
    income receivable                    (474)        (65)      (667)
  Increase (decrease) in accrued                                     
    expense payable                       489          22      1,223 
Net cash provided by operating                                       
  activities                           11,129      11,725     12,888 

INVESTING ACTIVITIES                                                 
Purchase of investment                                               
  securities and other short-                                        
  term investments--available                                        
  for sale                           (263,781)   (359,128)  (328,827)
Purchase of investment                                               
  securities and other short-                                        
  term investments--held                                             
  to maturity                         (13,720)    (21,950)   (20,098)
Proceeds from maturities of                                          
  investment securities and                                          
  other short-term investments--                                     
  available for sale                   41,710      56,014     80,012 
Proceeds from maturities of                                          
  investment securities and                                          
  other short-term investments--                                     
  held to maturity                     28,399      37,663     56,225 

Proceeds from sales of invest-                                       
  ment securities and other                                          
  short-term investments--                                           
  available for sale                  131,484     257,104    128,968 
Proceeds from sales of invest-                                       
  ment securities and other                                          
  short-term investments--                                           
  held to maturity                      2,503         --         --  
Long-term loans originated           (197,659)   (154,285)  (162,541)
Loans held for sale                       (59)     (1,873)    (2,541)
Principal collected on long-                                         
  term loans                          184,143     153,601    130,410 
Net decrease (increase) in                                           
 other short-term loans                   589       1,011         97 
Purchases of premises and                                            
  equipment                            (2,021)       (815)      (383)
Sale/retirement of premises                                          
  and equipment                           124          53         54 
Net (increase) decrease in other                                     
  assets                               (5,186)     (4,588)     3,592 
Net cash used by investing                                           
  activities                          (93,474)    (37,193)  (115,032)

FINANCING ACTIVITIES                                                 
Proceeds from sales of certifi-                                      
  cates of deposit                    355,191     293,679    186,407 
Payments for maturing certifi-                                       
  cates of deposit                   (373,145)   (255,579)  (200,612)
Net increase (decrease) in                                           
  demand and savings deposits          30,199      (3,460)    10,679 
Net increase (decrease) in                                           
  federal funds purchased,                                           
  securities sold under agree-                                       
  ments to repurchase, and                                           
  other short-term borrowings         (16,584)     (7,131)    12,914 
Net principal borrowings                                             
  on advances from Federal                                           
  Home Loan Bank                       99,985       1,946     95,446 
Borrowing (repayments) of                                            
  long-term debt                          721      (1,387)    (1,045)
Common stock dividends paid            (7,368)     (8,981)    (6,841)
Dividends received from sub-                                         
  sidiaries                                --         509        248 
Contributions from Parent                  --       7,000         -- 
Net increase (decrease) in                                           
  other liabilities                    (1,042)        633       (556)
Net cash provided by financing                                       
  activities                           87,957      27,229     96,640 

NET INCREASE (DECREASE) IN CASH                                      
  EQUIVALENTS                           5,612       1,761     (5,504)
CASH EQUIVALENTS AT BEGINNING                                        
  OF PERIOD                            18,616      16,855     22,359 
CASH EQUIVALENTS AT END OF                                           
  PERIOD                              $24,228     $18,616    $16,855 


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.  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 $2.0 million, $1.9                   
million, and $1.9 million of overhead costs related to                          
USBANCORP's shared administrative and support functions for the                 
years 1999, 1998, and 1997, 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.                                                                    

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 December 31,      
                                        ----------------------------
                                             1999        1998       
ASSETS                                       ----        ----       
                                                                    
Cash and due from banks                     $   415     $    30     
Interest bearing deposits banks                 215                 
Loans held for sale                          21,244      47,880     
Net loans                                    16,252      10,387     
Premises and equipment                          766         514     
Mortgage servicing rights                    13,911      16,536     
Goodwill and core deposit intangibles           252         278     
Other assets                                  2,019       1,562     
TOTAL ASSETS                                $55,074     $77,187     

LIABILITIES                                                         
Other short-term borrowings                 $35,999     $57,203     
Long-term debt                                4,688       6,563     
Total borrowed funds                         40,687      63,766     
Other liabilities                             3,961       2,966     
TOTAL LIABILITIES                           $44,648     $66,732     

NET ASSETS                                  $10,426     $10,455     


Income from discontinued mortgage banking operations:               

                                       Year Ended December 31,      
                               ------------------------------------ 
                                    1999         1998      1997     
ASSETS                              ----         ----      ----     
                                                                    
Interest income                     $3,211       $2,846    $1,883   
Interest expense                     2,048        1,398       455   
Net interest income                  1,163        1,448     1,428   
Provision for loan losses               75            -         -   
Non-interest income                  5,725        6,417     6,163   
Non-interest expense                 6,831        7,445     5,495   
Income before income taxes             (18)         420     2,096   
Provision for income taxes              12          168       810   
Income from discontinued                                            
   mortgage banking operations      $  (30)      $  252    $1,286   

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 to             
accommodate inherent risk in the Bank's portfolio that is not                   
identified through the Bank's specific loan and portfolio                       
segment reviews discussed above.  Management recognizes that                    
there may be events or economic factors that have occurred                      
effecting specific borrowers or segments of borrowers that may                  
yet be fully reflected in the information that the Bank uses for                
arriving at specific loan or portfolio segment reserves.                        
Therefore, the Bank and its Board of Directors believe a strong                 
unallocated reserve is needed to recognize the estimation risk                  
associated with the specific and formula driven allowances.  In                 
conjunction with the establishment of the general unallocated                   
reserve, the Bank also looks at the total allowance for loan                    
losses in relation to the size of the total loan portfolio, the                 
level of non-performing assets and its coverage of these items                  
as compared to peer banks and industry.                                         

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 (loss) income were $(17,176,000) and                  
$1,090,000 at December 31, 1999 and 1998, 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 $3,269,000 in income tax payments in                
1999; $4,599,000 in 1998; and $3,819,000 in 1997.  The Bank made                
total interest expense payments of $40,593,000 in 1999;                         
$38,433,000 in 1998; and $34,809,000 in 1997.                                   

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 December 31, 1999, and 1998,         
included  $9,044,000 and $8,600,000, 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,
        1999                        1998
        (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:                                       

                                                                [Download Table]

                                         December 31, 1999               
                             ------------------------------------------- 
                                          Gross       Gross              
                             Book       Unrealized  Unrealized   Market  
                             Value        Gains       Losses     Value   
                             -----      ----------  ----------   ------  
                                      (In thousands)                     
                                                                         
U.S. Treasury                $  5,033   $     -     $     (46)   $  4,987
U.S. Agency                    17,838         -        (1,232)     16,606
State and municipal            60,480       207        (3,614)     57,073
U.S. Agency mortgage-                                                    
  Backed securities           431,008       233       (21,269)    409,972
Other securities (1)           34,561         -          (935)     33,626
                             --------   -------      --------    --------
   Total                     $548,920   $   440      $(27,096)   $522,264

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

During the second half of 1999, the Bank, in preparation        
for liquidity needs for Year 2000, sold $2.5 million of mortgage                
backed securities that had been purchased during the period from                
1993 through 1995 and classified as held to maturity.  The Bank                 
believed the sales were allowable under the provision of SFAS                   
No. 115 which permits the sale of held to maturity mortgage                     
backed securities after a substantial portion (85%) of the                      
principal had been collected through prepayments.  The Bank,                    
however, misinterpreted this provision and computed the 85%                     
paydown factor against the principal outstanding at issuance as                 
opposed to using the principal outstanding at the point the Bank                
purchased the securities in the secondary market.  As a result                  
of this interpretation error, the Bank tainted its held to                      
maturity portfolio and transferred all securities classified as                 
held to maturity to available for sale.  The time period for the                
taint will be two years.  At the time of the transfer, these                    
securities had an amortized cost of $131.9 million and a market                 
value of $128.2 million.  Prior to the transfer, approximately                  
60% of the Bank's investment securities were already classified                 
as available for sale.  With the entire portfolio now being                     
classified as available for sale, the Bank will have 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.  The mark to market of                 
the available for sale portfolio does inject more volatility in                 
the book value of equity but has no impact on regulatory                        
capital.                                                                        

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.     

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 December 31, 1999, 98.1% of the portfolio was rated                    
"AAA" as compared to 98.2% at December 31, 1998.  Less than 1.0%                
of the portfolio was rated below "A" or unrated on December 31,                 
1999.  The book value of securities pledged to secure public and                
trust deposits, as required by law, was $346,829,000 at                         
December 31, 1999 and $208,932,000 at December 31, 1998.  The                   
Bank realized $371,000 and $1,584,000 of gross investment                       
security gains and $123,000 and $268,000 of gross investment                    
security losses on available for sale securities in the years                   
ended December 31, 1999 and 1998, respectively.  The Bank                       
realized $26,000 of gross security gains and $1,000 of gross                    
security losses on sales of held to maturity securities in 1999.                
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 December 31, 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.[/R]                           

                                                        [Enlarge/Download Table]

AVAILABLE FOR SALE AT DECEMBER 31, 1999 (In thousands, except yields)                                            

                                  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                      5,033   4.20         -       -          -       -         -     -    5,033  4.20
US AGENCY                            -      -     7,944    5.62      9,894    6.40         -     -   17,838  6.05
STATE AND MUNICIPALS                 -      -     7,172    4.67      5,876    5.59    47,432  4.88   60,480  4.93
COLLATERALIZED MORTGAGE OBLIG    6,821   6.27    35,014    6.41    192,961    6.44   196,212  6.57  431,008  6.49
OTHER SECURITIES                24,316   6.00         -      -_      2,000    5.17     8,245  7.83   34,561  6.35

TOTAL                           36,170   5.80    50,130    6.04    210,731    6.40   251,889  6.29  548,920  6.27

MARKET VALUE                                                                                                     
US TREASURY                      4,987                -                  -                 -          4,987      
US AGENCY                            -            7,525              9,081                 -         16,606      
STATE AND MUNICIPALS                 -            7,151              5,924            43,998         57,073      
COLLATERALIZED MORTGAGE OBLIG    6,797           34,557            183,288           185,330        409,972      
OTHER SECURITIES                24,316                -              1,966             7,344         33,626      

TOTAL                           36,100           49,233            200,259           236,672        522,264      

6.  LOANS AND LOANS HELD FOR SALE                                               

The loan portfolio of the Bank consisted of the following:            

                At December 31
  1999          1998
  (In thousands)
Commercial                    $ 45,861     $ 53,563                             
Commercial loans secured by                                                     
real estate                  207,067      167,091                           
Real estate-mortgage           193,850      213,067                             
Consumer                        33,042       34,565                             
Loans                          479,820      468,286                             
Less:  Unearned income             (58)         (92)                            
Loans, net of unearned income $479,762     $468,194                             

Real estate construction loans were not material at             
these presented dates and comprised 2.4% and 4.2% of total loans                
net of unearned income at December 31, 1999 and 1998,                           
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, 1999, 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 $588,000 and $512,000 at                      
December 31, 1999 and 1998, respectively.  An analysis of these                 
related party loans follows:                                                    

                          Year ended December 31
                          1999        1998
                          (In thousands)
Balance beginning of period                  $512        $617                   
New loans                                     893         209                   
Payments                                      817         314                   
Balance end of period                        $588        $512                   

7. ALLOWANCE FOR LOAN LOSSES                                                    

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

         Year ended December 31,
      1999    1998    1997
                (In thousands)
Balance, beginning of period     $6,104  $6,006  $6,025                         
Provision for loan losses           300     300     113                         
Recoveries on loans                                                             
Previously charged-off             245     224     306                        
Loans charged-off                 1,628     426     438                         
Balance, end of period           $5,021  $6,104  $6,006                         

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]

                                             At December 31,                 
                         ----------------------------------------------------
                            1999    1998    1997     1996    1995            
                             (In thousands, except percentages)              
                                                                             

Non-accrual loans           $2,056  $2,553  $2,871   $3,579  $4,568          
Loans past due 90 days                                                       
  or more                      154      37     956    1,252     433          
Other real estate owned      6,866     526     681      222     612          
Total non-performing        $9,076  $3,116  $4,508   $5,053  $5,613          
  assets                                                                     
Total non-performing                                                         
  assets as a percent of                                                     
  loans and loans held                                                       
  for sale, net of                                                           
   unearned income, and                                                      
  other real estate owned     1.87%   0.66%   0.96%    1.17%   1.52%         

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 $385,000 and $842,000 being         
specifically identified as impaired at December 31, 1999 and                    
1998, respectively.  The average outstanding balance for loans                  
being specifically identified as impaired was $3,817,000 for                    
1999 and $560,000 for 1998.  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                
1999 or 1998.                                                                   

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.                                                                          

                                                                [Download Table]

                                      Year ended December 31,      
                              1999    1998    1997    1996    1995 
                                              (In thousands)       
                                                                   
Interest income due in                                             
  accordance with original                                         
  terms                       $176     $ 42   $ 71    $101    $ 87 
  Interest income recorded      (7)      (6)   (40)     (3)    (30)
Net reduction in                                                   
  interest income             $169     $ 36   $ 31    $ 98    $ 57 
                              ====     ====   ====    ====    ==== 

9. PREMISES AND EQUIPMENT                                                       

An analysis of premises and equipment follows:                                  

                               At December 31,
                                1999      1998
                                (In thousands)
Land                                           $   417   $   417                
Premises                                         7,260     5,461                
Furniture and equipment                          6,491     6,921                
Leasehold improvements                           2,066     2,055                
Total at cost                                   16,234    14,854                
Less:  Accumulated Depreciation                 10,739    10,365                
Net book value                                   5,495     4,489                

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, 1999
          Securities
         Federal      Sold Under       Other
            Funds     Agreements to   Short-term
          Purchased     Repurchase    Borrowings
          (In thousands, except rates)
Balance                    $10,000     $   -          $ 16,150                  
Maximum indebtedness at                                                         
any month end             20,800       786            85,450                
Average balance during                                                          
year                      19,287       395            42,053                
Average rate paid for                                                           
the year                    5.11%     3.50%             5.20%               
Average rate on period                                                          
end balance                 4.75         -              4.06                

          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:                                                                       

                                                                [Download Table]

                                              At December 31,                
                                   ------------------------------------------
                                     1999       1998       1997              
                                              (In thousands)                 
                                                                             
Demand:                                                                      
  Non-interest bearing             $ 84,643   $ 84,969   $ 71,338            
  Interest bearing                   41,590     45,602     42,203            
Savings                              63,830     64,649     65,356            
Money market                         52,685     53,443     46,592            
Certificates of deposit                                                      
  in denominations of                                                        
  $100,000 or more                   48,906     16,647     23,974            
Other time                          281,037    295,140    276,347            
Total deposits                     $572,695   $560,450   $525,810            

Interest expense on deposits consisted of the following:                        

                                                                [Download Table]

                                               At December 31,              
                                   -----------------------------------------
                                   1999       1998       1997               
(In thousands)                                                              
                                                                            
Interest bearing demand            $   426    $   418    $   413            
Savings                              1,210      1,042      1,218            
Money market                         1,693      1,449      1,284            
Certificates of deposit in                                                  
  denominations of $100,000                                                 
  or more                            1,320      1,194      1,505            
Other time                          14,633     15,611     15,481            
Total interest expense             $19,282    $19,714    $19,901            

The following table sets forth the balance at                   
December 31, 1999 of other time deposits maturing in the periods                
presented:                                                                      

Year                                                                  
(In thousands)                                                                  

2000                      $190,888                                              
2001                        42,279                                              
2002                        27,370                                              
2003                        20,500                                              

12.  FEDERAL HOME LOAN BANK BORROWINGS AND LONG-TERM DEBT                       

Federal Home Loan Bank Borrowings:                                    

Federal Home Loan Bank borrowings consist of the following:           

                                                                [Download Table]

At December 31, 1999:                                                    
                                                   Weighted              
                                                   Average               
Type                               Maturing         Amount          Rate 
                                     (In thousands, except percentages)  
                                                                         
Open Repo Plus                     Overnight       $ 16,150         4.06%

Advances and wholesale             2000             333,000         5.28 
  Repurchase agreements            2001               8,876         8.46 
                                   2002              71,000         5.79 

Total Advances and                                                       
 Wholesale repurchase                                                    
 Agreements                                         409,876         5.44 

Total FHLB Borrowings                              $426,026         5.38%

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.                                                          

                                                                [Download Table]

At December 31, 1998:                                                    
                                                   Weighted              
                                                   Average               
Type                               Maturing         Amount          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%


Total Federal Home Loan Bank borrowings consist of              
$264,876,000 and $309,891,000 of term advances and $161,150,000                 
and $23,500,000 of repo plus advances with maturities of less                   
than 90 days for 1999 and 1998, 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,
                        1999        1998
                        (In thousands)
Collateralized mortgage obligation         $1,582      $2,511                   
Other                                         786          65                   
Total long-term debt                       $2,368      $2,576                   

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, 1999,                   
are $149,000 in 2000; $162,000 in 2001; $100,000 in 2002;                       
$110,000 in 2003; and $1.8 million in 2004 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, 1999 and 1998, were as follows:                        

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

                                                                [Download Table]

                                   1999                    1998        
                           Estimated   Recorded    Estimated   Recorded
                           Fair        Book        Fair        Book    
                           Value       Balance     Value       Balance 
                                        (In thousands)                 
                                                                       
Investment securities      $522,264    $522,264    $479,067    $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.                                                                

                                                                [Download Table]

                                   1999                    1998        
                           Estimated   Recorded    Estimated   Recorded
                           Fair        Book        Fair        Book    
                           Value       Balance     Value       Balance 
                                        (In thousands)                 
                                                                       
Deposits with                                                          
  stated maturities        $330,261    $329,944    $314,111    $311,787
Short-term borrowings       275,997     276,150     191,743     191,815
All other borrowings        161,732     162,244     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.                                           

                                                                [Download Table]

                                   1999                    1998        
                           Estimated   Recorded    Estimated   Recorded
                           Fair        Book        Fair        Book    
                           Value       Balance     Value       Balance 
                                        (In thousands)                 
                                                                       
Deposits with no                                                       
  stated maturities        $242,751    $242,751    $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.                                                                

                                                                [Download Table]

                                   1999                    1998        
                           Estimated   Recorded    Estimated   Recorded
                           Fair        Book        Fair        Book    
                           Value       Balance     Value       Balance 
                                        (In thousands)                 
                                                                       
Net loans (including                                                   
  loans held for                                                       
  sale)                    $477,095    $479,762    $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 $28 million to $56 million less than their estimated                    
fair value shown at December 31, 1999. 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, 1999, the notional value of the Bank's off-                     
balance sheet financial instruments (interest rate swaps and                    
cap) totaled $110 million with an estimated fair value of                       
approximately $265,000. There is no material difference between                 
the notional amount and the estimated fair value of the                         
remaining off-balance sheet items which total $101.0 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,
              1999          1998          1997
                (In thousands)
Current                      $ 3,401       $ 4,983       $ 4,579                
Deferred                         689          (221)          (57)               
Income tax provision         $ 4,090       $ 4,762       $ 4,522                

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,                   
                                 1999                  1998                  1997       
                           Amount      Rate      Amount      Rate      Amount      Rate 
                                         (In thousands, except percentages)             
                                                                                        
Tax expense based on                                                                    
  federal statutory rate  $ 4,921     35.0%     $ 5,519     35.0%     $ 5,125     35.0% 
Tax exempt income          (1,209)    (8.6)      (1,043)    (6.6)        (948)    (6.5) 
Other                         378      2.7          286      1.8          345      2.4  
Total provision for                                                                     
  income taxes            $ 4,090     29.1%     $ 4,762     30.2%     $ 4,522      30.9%

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,
            1999       1998       1997
            (In thousands)
Provision for possible                                                          
loan losses                    $353     $ (34)    $(1,192)                  
Accretion of discounts                                                          
on securities, net              276        77         373                   
Investment write-downs              -      (265)        648                     
Deferred loan fees                 52        52        (175                     
Other, net                          8       (50)        289                     
Total                            $689     $(220)     $  (57)                    

At December 31, 1999 and 1998, 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,
                          1999      1998
                          (In thousands)
Deferred Assets:                                                                
Investment security write-downs                                               
due to SFAS #115                          $ 9,330   $    -              
Provision for loan losses                     1,784    2,137                
Accumulated depreciation                         65       25                
Deferred loan fees                              209      260                
Other                                            44       44                
Total assets                               11,432    2,466              
Deferred Liabilities:                                                           
Investment security write-ups                                               
due to SFAS #115                                -     (509)             
Accretion of discount                        (1,440)  (1,164)               
Other                                          (466)    (418)               
Total liabilities                          (1,906)  (2,091)             
Valuation allowance                              (200)    (200)                 
Net deferred asset                             $9,326   $  175                  

The change in the net deferred asset during 1999 and            
1998 was attributed to the following:                                           

                                1999      1998
Investment write-downs due to SFAS                                              
#115, charge to equity                        9,840      265                
Deferred provision for income taxes              (689)     (44)                 
Net increase in deferred asset                  9,151      221                  

15.  PENSION AND 401(k) PLANS                                                   

The Bank has a trusteed, 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,
                             1999     1998
                              (In thousands,
                             except percentages)
Change in benefit obligation:                                                   
Benefit obligation at Beginning of year         6,476    5,689                  
Service cost                                      658      598                  
Interest cost                                     448      405                  
Deferred asset (loss)gain                        (597)     421                  
Benefits paid                                    (552)    (600)                 
Expenses paid                                     (40)     (37)                 
Benefit obligation at end of year               6,393    6,476                  

Change in plan assets:                                                          
Fair value of plan assets at beginning of year  5,626    4,919                  
Actual return on plan assets                       12      454                  
Employer contributions                            848      890                  
Benefits paid                                    (552)    (600)                 
Expenses paid                                     (40)     (37)                 
Fair value of plan assets at end of year        5,894    5,626                  

Funded status of the plan (underfunded)          (499)    (850)                 
Unrecognized transition asset                       8       12                  
Unrecognized prior service cost                   503      560                  
Unrecognized actuarial loss (gain)                368      499                  
Accrued benefit cost                              380      221                  

Components of net periodic benefit cost:                                        
Service cost                                      658      598                  
Interest cost                                     448      405                  
Expected return on                                                              
plan assets                                    (480)    (411)               
Amortization of prior                                                           
year service cost                                 3        3                
Amortization of                                                                 
transition asset                                 57       57                
Recognized net actuarial loss                       2        -                  
Net periodic benefit                                                            
cost                                            688      652                

Weighted-average assumptions:                                                   
Discount rate                                    7.50%    6.75%                 
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 401(k) plan was $145,000 in                  
1999 and $143,000 in 1998.                                                      

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 December 31, 1999 is as follows:                         

Year Future Minimum Lease Payments              
(In thousands)                  
2000                            $  930              
2001                               904              
2002                               826              
2003                               658              
2004 and thereafter (in total)   1,763              

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 $474,000, $452,000, and $425,000 in 1999,                   
1998 and 1997, 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 $101.0                       
million and standby letters of credit of $7.6 million as of                     
December 31, 1999.                                                              

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 year ended December 31, 1999:                               

                                                                [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      (14,955)  
30,000,000   10-25-99   10-25-00     6.17%     6.22%    Quarterly      2,868   
40,000,000   10-25-99   10-25-01     6.41%     6.22%    Quarterly     14,334   
                                                                     179,664   

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 floors outstanding at any time during the years ended                      
December 31, 1999, or December 31, 1998.                                        

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,                    
1999, the Bank meets all capital adequacy requirements to which                 
it is subject.  As of December 31, 1999 and 1998, 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.                                                                     

                                                        [Enlarge/Download Table]

                                                December 31, 1999                    
                            -------------------------------------------------------- 
                                                                      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)          $64,726    12.14%  $43,503      8.00%  $54,378     10.00%

Tier 1 Capital (to Risk                                                              
  Weighted Assets)           59,705    11.19    21,751      4.00    32,627     6.00  

Tier 1 Capital (to Average                                                           
  Assets)                    59,705     5.80    41,157      4.00    51,446     5.00  


                                                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 


20.  1999 BRANCH ACQUISITION                                              

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.                              

21. SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA OF THREE               
RIVERS BANK                                                                     

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

1999 Quarter Ended       Dec. 31   Sept. 30   June 30   March 31                
      (In thousands)
Interest income          $18,451    $17,983   $17,544    $16,837                
Non-interest income        1,312      1,366     1,497      1,477                
Total operating income    19,763     19,349    19,041     18,314                
Interest expense          10,950     10,543    10,017      9,571                
Provision for loan                                                              
losses                      75         75        75         75              
Non-interest expense       5,327      5,291     5,265      5,144                
Income before income                                                            
taxes                    3,411      3,440     3,684      3,524              
Provision for income                                                        
taxes                    922      1,023     1,095      1,050            
Income from continuing                                                          
operations           $ 2,490    $ 2,417   $ 2,589    $ 2,474            

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            

22.  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      
                                      For the year ended                 For the year ended
                                      December 31, 1999     Adjustments  December 31, 1999 
                                                                                           

Total Interest Income                      $70,816                            $70,816      
Total Interest Expense                      41,082                             41,082      
Net Interest Income                         29,734                             29,734      
Provision for loan losses                      300                                300      
Net Interest Income After                                                                  
   Provision for Loan Losses                29,434                             29,434      
Total Non-Interest Income                    5,653                              5,653      
Total Non-Interest Expense                  21,027              573   A        21,600      
Income Before Income Taxes                  14,060             (573)           13,487      
Provision for income taxes                   4,090             (173)  B         3,917      
Net Income                                 $ 9,979            ($400)          $ 9,570      

Basic and diluted earnings per share            --           ($0.06)          $  1.44      
Average shares outstanding                      --            6,655   C         6,655      

Pro forma Condensed Consolidated Balance Sheet          
(In thousands)              
Unaudited             

                                                                [Download Table]


                                            Three Rivers Bancorp               
                               Historical                        Pro Forma     
                           Nine Months Ended                  Nine Months Ended
                           December 31, 1999    Adjustments  December 31, 1999 
                                                                               
ASSETS                                                                         
Cash and due from banks          $24,228          ($400)  A         $23,828    
Investment securities            522,264                            522,264    
Loans                            474,741                            474,741    
Other assets                      54,929                             54,929    
Total Assets                  $1,076,162          ($400)         $1,075,762    

LIABILITIES                                                                    
Deposits                        $572,695                           $572,695    
Total borrowed funds             438,394                            438,394    
Other liabilities                  9,280                              9,280    
Total Liabilities              1,020,369                          1,020,369    
Total stockholders equity         55,793           (400)  A          55,393    
Total Liabilities and                                                          
   Stockholders Equity        $1,076,162          ($400)         $1,075,762    


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 December 31,                 
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, 1999 and 1998,                 
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, 1999.  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 auditing             
standards generally accepted in the United States.  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, 1999 and 1998, and the results                  
of their operations and their cash flows for each of the three                  
years in the period ended December 31, 1999, in conformity with                 
accounting principles generally accepted in the United                          
States.                                                                         

/s/Arthur Andersen LLP                                                          

Pittsburgh, Pennsylvania                                                        
January 21, 2000                                                                

89                                                                              
03/13/00/SL1 38573v2/07835.026                                                  

F-1                                                                             
03/13/00/SL1 38573v2/07835.026                                                  

03/13/00/SL1 38573v2/07835.026                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

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