Colorado (State or other jurisdiction of incorporation or organization)		84-1250561 (I.R.S. Employer Identification No.)
108 South Frontage Road West, Vail, Colorado 81657 (Address of principal executive offices)

Securities registered pursuant to Section 12(g) of the Act: Common stock, $1.00 par value per share.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days: As of March 5, 2002, 5,871,656 shares of common stock, $1.00 par value, were issued and outstanding with an aggregate value of $41,234,964 held by non-affiliates (based on market value of $11.90 per share) (computed by reference to the price at which the common stock was sold.)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of March 5, 2002, there were issued and outstanding 5,871,656 shares of common stock.

Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held May 20, 2002, are incorporated by reference into Part III.

VAIL BANKS, INC.

ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2001

TABLE OF CONTENTS

Vail Banks, Inc. (Vail Banks) is a bank holding company headquartered in Vail, Colorado with consolidated assets of $555.3 million at December 31, 2001. Vail Banks has three wholly-owned subsidiaries, WestStar Bank (WestStar), Vail Banks Statutory Trust I, and Vail Banks Statutory Trust II. Additionally, WestStar and Vail Banks own a 54.04% interest in Avon 56 Limited and WestStar owns a 100% interest in First Western Mortgage Services (First Western). All entities are collectively referred to herein as the Company or Vail Banks.

WestStar is a Colorado state bank with 22 retail offices located primarily in the Western Slope region of Colorado. It was formed in 1977 as a community bank to serve the local residents and businesses of Vail. In 1993, Vail Banks was formed as a bank holding company for WestStar. Vail Banks has maintained WestStar's position as an institution offering a relatively broad range of convenient banking services delivered with personalized customer service.

In May 1999, Vail Banks acquired $36.8 million of deposits and the Glenwood Springs, Colorado branch of World Savings of Oakland, California (World Savings). World Savings retained its mortgage loans.

On January 1, 2000, WestStar acquired First Western for consideration that included cash and installment notes. This acquisition added mortgage brokerage to WestStar's lending services. First Western continues to operate as a wholly-owned subsidiary of WestStar.

On July 14, 2000, Vail Banks completed the acquisition of Estes Bank Corporation and its wholly owned subsidiary, United Valley Bank (collectively United Valley), and subsequently merged United Valley into WestStar. United Valley shareholders received 337,917 shares of Vail Banks' common stock and cash of $17.7 million. On the date of the merger, United Valley had net loans of $49.5 million, deposits of $75.9 million, and offices in Estes Park, Granby and Grand Lake, Colorado.

On December 1, 2000, Vail Banks acquired East West Mortgage Company (East West). Vail Banks issued 21,053 shares of common stock and paid $200,000 in cash to the holders of East West common stock. East West was merged into First Western.

WestStar currently has offices in the region of Colorado locally referred to as the "Western Slope," including Summit County (which includes the Breckenridge, Keystone and Copper Mountain ski resorts), Grand County (which serves the Winter Park ski resort), Eagle County (which includes the Vail and Beaver Creek ski resorts), Delta County, Garfield County, Pitkin County (which serves the Aspen and Snowmass ski resorts), Mesa County, Montrose County, San Miguel County (which includes the town and ski resort of Telluride), Routt County (which includes the town and ski resort of Steamboat Springs) and offices in the area locally known as the "Front Range", including Denver and Estes Park. These areas of Colorado are home to a variety of commercial, recreational, entertainment, and cultural enterprises.

The Western Slope has experienced significant growth in recent years, primarily as a result of an expanding market for first and second homes, and summer and winter tourism. As the year-round population of this region has grown, local businesses have prospered by servicing this growth. Consequently, a large concentration of Vail Banks' business is in construction lending and providing banking services for small-to-medium size businesses in its markets. To meet the growing needs of its customers and to prepare for future growth, Vail Banks has developed a stronger infrastructure by (1) expanding its computer technology, (2) entering emerging growth markets by building and staffing new facilities, and (3) centralizing certain administrative, processing, accounting and other operational functions.

Vail Banks' growth has been designed to maintain customer loyalty through continuity of operations and personnel. Historically, shareholders of entities merged into Vail Banks, who are typically members of the local community, elect to hold ownership stakes in Vail Banks after the merger. Also, local executives and employees of banks and branches merged into Vail Banks are generally interested in and encouraged to continue their employment with Vail Banks. The additions of Bank of Telluride (founded in 1969), Western Colorado Bank (founded in 1950), Glenwood Independent Bank (Glenwood) (founded in 1955) and United Valley (founded in 1908) expanded Vail Banks' presence in Western Slope and Front Range markets, as these were well-established community banks that had significant local sponsorship. Several directors of WestStar, as well as both its Chairman and President, have been associated with WestStar for more than ten years. Additionally, several WestStar directors obtained from acquired institutions had been associated with those banks for more than ten years.

In December 1993, Vail Banks commenced operations by acquiring 100% of the outstanding shares of WestStar, which opened in December 1977. Since that time, Vail Banks has grown through a combination of internal growth, de novo establishment of retail offices and external growth, including the acquisition of community banks. In 1994, WestStar converted from a national bank to a state bank. In January 1994, WestStar opened a retail office in Avon to begin serving that growing community located west of Vail. In June 1995, Vail Banks acquired Snow Bancorp, a bank holding company located in Dillon, and merged its bank subsidiary into WestStar. In 1996, taking advantage of changes to Colorado bank branching laws that permitted subsidiary banks of Colorado bank holding companies to branch into additional locations, WestStar opened retail offices in Frisco and Edwards. In 1997, Vail Banks merged with Cedaredge Financial Services, Inc. (Cedaredge), a bank holding company with retail offices in Basalt, Cedaredge, Delta and Montrose that were converted to WestStar retail offices. WestStar's Gypsum, Breckenridge and Eagle retail offices were opened in 1997. The merger with Independent Bankshares, Inc. (Independent) added retail offices in Glenwood Springs and New Castle; the acquisition of Telluride Bancorp, Ltd. (Telluride) added retail offices in Telluride, Norwood and Montrose; the merger with World Savings added another office in Glenwood Springs; the acquisitions of First Western in January 2000 and East West in December 2000 added offices in Avon and Steamboat Springs; and the acquisition of United Valley in July 2000 added offices in Estes Park, Granby and Grand Lake. The Company opened de novo branches in Aspen during 2000 and Grand Junction during 2001.

WestStar is a community bank that provides a relatively broad range of banking products and services to consumers and businesses in all of its retail offices. Retail offices are operated with the goal of offering individualized customer service and providing superior financial services. Many administrative operations, such as data processing, loan administration, account reconciliation and maintenance, accounting, compliance and broad policy decisions are centralized to ensure consistency, accuracy and efficiency and to allow retail office personnel to concentrate on providing superior customer service. The managers and associates of each retail office focus on day-to-day customer service, business development and selling. Management of Vail Banks believes that this organizational structure allows retail offices to offer the individualized customer service of a community bank while maximizing the benefits of technological expertise, operating synergies and other administrative cost savings and efficiencies.

Management is committed to investing in its communities. Executive officers and regional presidents live in the communities served by their retail offices, and Vail Banks encourages board

members and bank associates to be actively involved in civic and public service activities in their communities.

Vail Banks intends to enhance and solidify its position as a major provider of community banking services for individuals and small-to-medium size businesses on the Western Slope and the Front Range. As a result of its significant investment in retail offices, technology and administration infrastructure, management believes that Vail Banks' growth, both internally and by merger or acquisition, has been quickly and efficiently integrated.

Vail Banks believes that it will continue to grow through expansion of its existing market share, de novo establishment of retail offices, and mergers and acquisitions. Vail Banks' loan portfolio increased from $78.7 million to $391.7 million from December 31, 1995 to December 31, 2001, for a compound annual growth rate of more than 30%. During the same period, Vail Banks completed eight mergers and acquisitions and opened seven de novo branches, with new branches opened in Aspen during 2000 and Grand Junction during 2001. The Dillon branch will be relocated in the spring of 2002 to a new facility to better complement the retail expansion in that community.

Expansion of Existing Market Share. Vail Banks intends to continue to increase its overall market share in its markets by solidifying relationships with current customers and attracting new customers who desire a local banking relationship. Management believes that this can be accomplished by (1) evaluating the needs of its existing and potential customers to determine ways to enhance services and products, (2) increasing the focus on sales training and motivating its associates, (3) providing personalized customer service, and (4) further implementing technological advances to make banking more efficient and convenient.

De Novo Establishment of Retail Offices. Vail Banks intends to continue to expand by opening new retail offices. Management believes that initially establishing a small presence in growing communities positions Vail Banks to expand with the community, thereby fostering a local identity with existing businesses and consumers in these communities, as well as offering new customers an alternative to impersonal, institutional banks.

Mergers and Acquisitions. Vail Banks' merger and acquisition strategy is to increase its market share in its existing markets and to enter attractive new markets by merging with well-established community banks. In assessing potential mergers, Vail Banks focuses on credit quality, financial performance, market share, management, location, community demographics, strength of the local economy, potential merger synergies and the terms of the transaction. Management believes that there are a number of community banks that meet Vail Banks' criteria and whose owners may be interested in selling their banks to a community-based organization like Vail Banks. Additionally, management believes that merging with established banks and then methodically integrating their operations into Vail Banks allows Vail Banks to offer its relatively broad range of products and services while maintaining the merged bank's reputation and community ties. Vail Banks' strategy is to streamline operations judiciously to optimize the balance between cost savings and not interrupting the community-based services of the acquired bank.

Vail Banks serves the banking needs of its business and consumer customers by providing a relatively broad range of commercial and consumer banking products and services in all of its communities. These products and services include short-term and medium-term loans, revolving credit facilities, inventory and accounts receivable financing, equipment financing, short-term commercial mortgage lending and mortgage broker services, installment loans, home improvement loans, short-term

loans for the purchase or refinancing of principal residences or second homes, personal banking through internet and telephone access, safe deposit box services and various savings accounts, money market accounts, time certificates of deposit and checking accounts, automated teller machines, depository services, and corporate cash management services.

Lending. Vail Banks offers loans for business and consumer purposes and focuses its lending activities on individuals and small-to-medium size businesses. Lending activities are funded primarily from core deposits gathered in the local communities. Loan products are concentrated in relatively short-term, variable rate loans, with 46% of the loans at December 31, 2001 having remaining terms of less than one year. Collateral for loans is concentrated in real estate and operating business assets. The mergers with Independent, Telluride and United Valley brought an expanded focus on consumer lending. The acquisitions of First Western and East West added an expanded array of residential mortgage products. Vail Banks also participates in Small Business Administration programs.

Deposits. Vail Banks offers a relatively broad range of depository products including checking, savings and money market accounts, and certificates of deposit. Deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up to statutory limits. Within ranges set by policies determined on a centralized basis, regional presidents have local authority to determine the type, mix and pricing of the depository products offered to best compete in a retail office's particular marketplace. Additionally, because some of Vail Banks' markets are located in resort areas, deposits tend to peak during the ski season. However, increases in deposits in non-resort markets have reduced the overall impact of such seasonality.

Other Services. WestStar offers its customers the flexibility of monitoring their loan and deposit account activity and conducting some banking transactions 24 hours a day from their homes or businesses via www.weststarbank.com on the internet. Additionally, telephone access allows customers to receive current account balances, deposit status, checks paid, withdrawals made, loan status, loan amounts due and other specifics relating to services provided by WestStar. As of March 5, 2002, WestStar had 20 automated teller machines, 15 which were located at retail offices and 5 which were located at remote locations.

The retail offices operate through a customer driven organization. Regional presidents operate with significant customer service-oriented local autonomy, within criteria established by WestStar, to provide financial services, make lending decisions, sell products and present a favorable impression of WestStar to the community in order to attract new customers. Administrative functions are centralized at the operations center in Gypsum.

At the operations center, Vail Banks provides administrative services, oversight and support to the retail offices, including data processing, accounting services, investments, credit policy formulation, loan administration, a customer service center, internet banking support and other customer service assistance.

Management believes that by standardizing products, services and systems, and providing appropriate holding company support, retail office personnel can concentrate on customer service and community relations. Management also believes that continued centralization of services benefits the individual retail offices by lowering expenses of administration and data processing services, streamlining credit administration and supervision, and facilitating compliance with the requirements of complex banking regulations. Ultimately, such standardization and centralization is intended to contribute to Vail Banks' acquisition strategy by improving the results of operations of acquired banks and retail offices. Vail Banks believes that autonomy at the retail office level allows its banking subsidiary to better serve customers in their respective communities, and thus enhances business

opportunities and operations. This structure has served in the past to ease the integration of banks acquired by Vail Banks because it allows Vail Banks to maintain customer familiarity by maintaining existing management and retail office culture, while at the same time transitioning new retail offices to Vail Banks' policies and procedures.

Vail Banks' use of advanced technology enables it to offer customers fast, efficient services and connects all of Vail Banks' financial service representatives with on-line access to information concerning all customer account data. Additionally, advanced hardware and software have been installed that allows images (or photographs) to be taken of all items (checks, deposit tickets and payments). Once processed, the images of checks and deposit tickets are simultaneously associated with the appropriate customer's account, where they are stored and retrieved to be printed with customer statements. The imaging system also allows, via a data network, instant access at all retail offices to loan files, customer signature cards and other data that is available currently only at the originating retail office. Vail Banks believes that its technology platform is among the most advanced for banks of its size in Colorado and provides it with the resources to continue to offer leading-edge services to customers.

The banking business is highly competitive and the profitability of Vail Banks depends principally upon the ability to compete in its markets. Currently, the financial services industry is highly fragmented, but consolidation in the industry continues to reduce the number of independent banks. Vail Banks competes with other commercial banks, savings institutions, credit unions, finance companies, brokerage and investment banking firms, insurance companies, asset-based lenders and certain other nonfinancial institutions, including retail stores that offer credit programs and governmental organizations that offer financing programs. Many competitors of Vail Banks have much greater financial resources, greater name recognition and more offices than Vail Banks. Some of these entities and institutions are not subject to the same regulatory restrictions as Vail Banks. Vail Banks believes it has been able to compete effectively with other financial institutions by emphasizing customer service, technology and local office decision-making, by establishing long-term customer relationships and building customer loyalty, and by providing products and services designed to address the specific needs of its customers.

Vail Banks believes that WestStar will continue to compete successfully in its communities and that its competitive strengths include its reputation for developing and continuing banking relationships, responsiveness to customer needs and individualized customer service, and skilled, resourceful personnel. Vail Banks believes that large, institutional banks cannot or are unwilling to offer a high level of individualized customer service, and that Vail Banks' customers and potential customers choose to bank with WestStar to take advantage of this attention while also receiving products and services at competitive prices. The factors affecting competition include banking and financial services provided, customer service and responsiveness, customer convenience and office location. Vail Banks further believes that the community commitment and involvement of its personnel and its commitment to providing quality financial services are factors that should allow it to continue to maintain and improve its competitive position.

Vail Banks also faces competition in acquiring financial institutions. Colorado has experienced a significant consolidation of its banking industry, and many large holding companies with greater resources than Vail Banks (including several out-of-state holding companies) are actively pursuing acquisitions in Colorado. This competition affects the acquisition opportunities for Vail Banks and can affect the cost of such acquisitions.

As of March 5, 2002 Vail Banks, WestStar and First Western employed approximately 270 persons, 251 on a full-time basis and 19 on a part-time basis. Neither Vail Banks nor WestStar is a party to any collective bargaining agreement, and Vail Banks believes that its employee relations are good.

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this report that are not historical facts. When used in this report, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the results discussed in these forward-looking statements as a result of the factors set forth below. Vail Banks does not intend to update any forward-looking statements whether written or oral, relating to matters discussed in this Annual Report on Form 10-K.

Vail Banks believes that a portion of its growth will come from mergers with and acquisitions of banks and other financial institutions. Recently, Vail Banks merged with United Valley in July 2000, acquired First Western in January 2000, and acquired the assets of East West in December 2000. Mergers and acquisitions involve risk of (1) changes in results of operations, (2) unforeseen liabilities relating to the merged institutions, (3) asset quality problems of the merged entity and (4) other conditions not within the control of Vail Banks. Such other conditions include adverse personnel relations, loss of customers because of change of identity, deterioration in local economic conditions and other risks affecting the merged institutions.

Vail Banks cannot assure that any acquisition or merger that it completes will enhance its business or results of operations. Mergers or acquisitions may have an adverse effect upon Vail Banks' results of operations, particularly during periods in which the mergers or acquisitions are being integrated into Vail Banks' operations. Vail Banks must compete with a variety of individuals and institutions for suitable merger and acquisition candidates. This competition includes bank holding companies with greater resources than Vail Banks. Furthermore, merger and acquisition candidates may not be available or available on terms favorable to Vail Banks. Such competition could affect Vail Banks' ability to pursue mergers and acquisitions.

In addition, as a result of the growth from mergers, Vail Banks' management must successfully integrate the operations of merged institutions. Vail Banks must (1) consolidate data processing operations, (2) combine employee benefit plans, (3) integrate deposit and lending products, (4) develop unified marketing plans and (5) consolidate other related areas. Vail Banks will incur additional expenses to accomplish these goals. These expenditures could negatively impact Vail Banks' net income. Completion of these tasks could divert management's attention from other important issues. In addition, the process of merging and acquiring banks and other financial institutions could have a material adverse effect on the operation of their businesses. These effects could have an adverse impact on combined operations. Vail Banks may also incur additional unexpected costs in connection with the integration of merged and acquired banks which could negatively impact Vail Banks' net income.

Vail Banks' ability to merge with and acquire financial institutions may depend on its ability to obtain additional debt or equity funding. Vail Banks cannot assure that it will be successful in consummating any future financing transactions. Factors that could affect Vail Banks' access to the capital markets, or the costs of such capital, include (1) changes in interest rates, (2) general economic conditions and the perception in the capital markets of Vail Banks' business, (3) results of operations, (4) leverage, (5) financial condition and (6) business prospects. Each of these factors is to a large extent subject to economic, financial, competitive and other factors beyond Vail Banks' control. Borrowing restrictions contained in certain regulations which apply to Vail Banks and its banking subsidiary may also have an effect on Vail Banks' ability to obtain additional financing. Vail Banks' future credit facilities may significantly restrict its ability to incur additional indebtedness. Vail Banks' ability to repay any then outstanding indebtedness at maturity may depend on its ability to refinance such indebtedness. Its ability to refinance could be adversely affected if Vail Banks is not able to sell additional debt or equity securities on terms reasonably satisfactory to Vail Banks.

Vail Banks cannot predict the severity or duration of the impact on the general economy or the Company of the September 11, 2001 terrorist attacks, any subsequent terrorist activities, or any actions taken in response to or as a result of those attacks or activities. The most likely immediate impact will be decreased demand for air travel, which could adversely affect other travel-related and leisure industries, such as tourism. Many of WestStar's branches are located in resort areas where deposit levels could be affected by a decline in tourism. The impact could spread beyond certain industries to the overall U.S. and global economies, further decreasing capital and consumer spending. Decreased capital and consumer spending and other recessionary trends could impact Vail Banks in a number of ways including decreased demand for its products and services and increased credit losses.

The success of Vail Banks depends to a great extent upon general economic conditions in the communities it serves. Vail Banks primarily operates on the Western Slope of Colorado. Some parts of the Western Slope are largely dependent on seasonal tourism that particularly affects small-to-medium size businesses. These businesses are a significant portion of Vail Banks' customers. The seasonality of Vail Banks' business in those areas results in fluctuations in deposit and credit needs. Deposits tend to peak during the ski season. In addition, a decline in the economy of these areas could have a material adverse effect on Vail Banks' business. A decline could affect (1) the demand for new loans, (2) refinancing activity, (3) the ability of borrowers to repay outstanding loans and (4) the value of loan collateral. A decline could also adversely affect asset quality and net income. See "Business—General" in this Item 1.

The continued success of Vail Banks substantially depends upon the efforts of the directors and executive officers of Vail Banks. Vail Banks particularly depends on E.B. Chester, Jr. and Lisa M. Dillon. The success of Vail Banks depends in large part on the retention of present key management personnel. It also depends on Vail Banks' ability to hire and retain additional qualified personnel in the future. Neither Mr. Chester nor Ms. Dillon has entered into employment agreements with Vail Banks. Vail Banks does not maintain key-person life insurance coverage on either of them.

Vail Banks' Articles of Incorporation and Bylaws contain certain provisions that may delay, discourage or prevent an attempted acquisition or change in control of Vail Banks. These provisions include (1) a Board of Directors classified into three classes of directors with the directors of each class having staggered, three-year terms and providing for the removal of directors only for cause, and (2) noncumulative voting for directors. Vail Banks' Articles of Incorporation authorize the Board of Directors of Vail Banks to issue shares of preferred stock of Vail Banks without shareholder approval. The preferred stock may be issued upon any terms that the Board of Directors may determine. The issuance of preferred stock may provide desirable flexibility in connection with possible mergers, acquisitions and financings and may be used for other corporate purposes. However, the preferred stock makes it more difficult for a third party to acquire, or could discourage a third party from acquiring, a controlling interest in Vail Banks.

The banking industry is regulated by federal and state regulatory authorities. The Federal Reserve Bank and the Colorado Division of Banking (CDB) supervise and regularly examine Vail Banks and WestStar. Federal and state banking law regulates and limits Vail Banks' credit extensions, securities purchases, dividend payments, acquisitions, branching and many other aspects of the banking business. Banking laws are designed primarily to protect depositors and customers, not investors. These laws include, among other things, (1) minimum capital requirements, (2) limitations on products and services offered, (3) geographical limits, (4) consumer credit regulations, (5) community investment requirements and (6) restrictions on transactions with affiliated parties.

Financial institution regulation has been the subject of significant legislation in recent years. This regulation may be the subject of further significant legislation in the future. Vail Banks has no control over changes in regulation. Regulations substantially affect the business and financial results of all financial institutions and holding companies, including WestStar and Vail Banks. Vail Banks cannot predict the impact of changes in such regulations on Vail Banks' business and profitability. Changes in regulation could adversely affect Vail Banks' financial condition and results of operations. See "Supervision and Regulation" in this Item 1.

The banking business is highly competitive. The profitability of Vail Banks depends principally upon its ability to compete in its market areas. Vail Banks competes with other commercial banks, savings institutions, credit unions, finance companies, brokerage and investment banking firms, insurance companies, asset-based lenders and certain other nonfinancial institutions, including retail stores which offer credit programs and governmental organizations that offer financing programs. Many competitors may have greater financial and other resources than Vail Banks. Vail Banks has been able to compete effectively with other financial institutions by (1) emphasizing customer service, technology and local office decision-making, (2) establishing long-term customer relationships and building customer loyalty, and (3) providing products and services designed to address the specific needs of its customers. Vail Banks may not be able to continue to compete effectively in the future. Further, changes in government regulation of banking, particularly recent legislation which removes restrictions on interstate banking and permits interstate branching, are likely to increase competition by out-of-state banking organizations or by other financial institutions in Vail Banks' market areas. See "Business—Competition" in this Item 1.

As of February 28, 2002, the directors and executive officers of Vail Banks beneficially own approximately 44% of the outstanding common stock. Furthermore, E.B. Chester, Jr., Chairman of Vail Banks, beneficially owns approximately 22% of the outstanding common stock. Accordingly, these persons will have substantial influence over the business, policies and affairs of Vail Banks, including the ability to potentially control the election of directors and other matters requiring shareholder approval by simple majority vote.

Vail Banks' earnings depend to a great extent on its net interest income. Net interest income is the difference between interest income earned on loans and investments and the interest expense paid on deposits and other borrowings. The net interest margin is highly sensitive to many factors that are beyond Vail Banks' control. These factors include general economic conditions and the policies of various governmental and regulatory authorities. Changes in the discount rate or targeted federal funds rate by the Federal Reserve Bank usually lead to general changes in interest rates. These interest rate shifts affect Vail Banks' interest income, interest expense and investment portfolio. Also, governmental policies, such as the creation of a tax deduction for individual retirement accounts, can increase savings and affect the cost of funds. From time to time, the interest rate structures of earning assets and liabilities may not be balanced, and a rapid increase or decrease in interest rates could have an adverse effect on the net interest margin and results of operations of Vail Banks. Vail Banks cannot predict the nature, timing and effect of any future changes in federal monetary and fiscal policies.

The following discussion of statutes and regulations affecting bank holding companies and banks is a summary thereof and is qualified in its entirety by reference to such statutes and regulations.

General. Vail Banks is a registered bank holding company subject to regulation by the Board of Governors of the Federal Reserve System (the Federal Reserve) under the Bank Holding Company Act of 1956, as amended (the Act). Vail Banks is required to file financial information with the Federal Reserve periodically and is subject to periodic examination by the Federal Reserve.

The Act requires every bank holding company to obtain the Federal Reserve's prior approval before (1) it may acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that it does not already control; (2) it or any of its non-bank subsidiaries may acquire all or substantially all of the assets of a bank; and (3) it may merge or consolidate with any other bank holding company. In addition, a bank holding company is generally prohibited from engaging in, or acquiring, direct or indirect control of the voting shares of any company engaged in non-banking activities. This prohibition does not apply to activities listed in the Act or found by the Federal Reserve, by order or regulation, to be closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the activities that the Federal Reserve has determined by regulation or order to be closely related to banking include:

Although the activities of bank holding companies have traditionally been limited to the business of banking and activities closely related or incidental to banking (as discussed above), the Gramm-Leach-Bliley Act was signed into law, became effective in 2000, and relaxed the previous limitations thus permitting bank holding companies to engage in a broader range of financial activities. Specifically, bank holding companies may elect to become financial holding companies which may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. Among the activities that will be deemed "financial in nature" include:

A bank holding company may become a financial holding company under this statute only if each of its subsidiary banks is well capitalized, is well managed and has at least a satisfactory rating under the Community Reinvestment Act. A bank holding company that falls out of compliance with such requirement may be required to cease engaging in certain activities. Any bank holding company that does not elect to become a financial holding company remains subject to the current restrictions of the Bank Holding Company Act.

Under this legislation, the Federal Reserve Board serves as the primary "umbrella" regulator of financial holding companies with supervisory authority over each parent company and limited authority over its subsidiaries. The primary regulator of each subsidiary of a financial holding company will depend on the type of activity conducted by the subsidiary. For example, broker-dealer subsidiaries will be regulated largely by securities regulators and insurance subsidiaries will be regulated largely by insurance authorities.

Vail Banks cannot predict the full impact of this legislation and has no immediate plans to become a financial holding company.

On October 26, 2001, the United States Congress adopted the USA Patriot Act of 2001 (Patriot Act) to combat terrorism. Under the Patriot Act, FDIC insured banks and commercial banks are required to increase their due diligence efforts for correspondent accounts and private banking customers. The Patriot Act requires WestStar to engage in additional record keeping and reporting, to obtain identification of account owners or customers of foreign bank account holders, and to restrict or prohibit certain correspondent accounts.

Vail Banks must also register with the CDB and file periodic information with the CDB. As part of such registration, the CDB requires information with respect to, among other matters, the financial condition, operations, management and intercompany relationships of Vail Banks and its subsidiary. The CDB may also require such other information as is necessary to ascertain whether the provisions of Colorado law and the regulations and orders issued thereunder by the CDB have been complied with, and the CDB may examine Vail Banks and its subsidiary.

Vail Banks is an "affiliate" of its banking subsidiary under the Federal Reserve Act, which imposes certain restrictions on (1) loans by WestStar to Vail Banks, (2) investments in the stock or securities of Vail Banks by its banking subsidiary, (3) its banking subsidiary's taking the stock or securities of an "affiliate" as collateral for loans by it to a borrower and (4) the purchase of assets from Vail Banks by its banking subsidiary. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of services.

WestStar is a member of the Federal Reserve Bank of Kansas City and is subject to the supervision of and is regularly examined by the Federal Reserve. Furthermore, WestStar, as a state banking association organized under Colorado law, is subject to the supervision of, and is regularly examined by the CDB. Both the Federal Reserve and the CDB must grant prior approval of any merger, consolidation or other corporate reorganization involving WestStar. A bank can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with the default of a commonly controlled institution.

Payment of Dividends. Vail Banks is a legal entity separate and distinct from its banking subsidiary. Most of the revenues of Vail Banks result from dividends paid to it by its banking subsidiary. There are statutory and regulatory requirements applicable to the payment of dividends by Vail Bank's banking subsidiary, as well as by Vail Banks to its shareholders.

WestStar is a state-chartered bank regulated by the CDB and the Federal Reserve. Under the regulations of the CDB and the Federal Reserve, approval of the regulators will be required if the total of all dividends declared by such state bank in any calendar year shall exceed the total of its net profits of that year combined with its retained net profits of the preceding two years, less any required transfers to a fund for the retirement of any preferred stock.

The payment of dividends by Vail Banks and WestStar may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. In addition, if, in the opinion of the applicable regulatory authority, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending upon the financial condition of the bank, could include the payment of dividends), such authority may require, after notice and hearing, that such bank cease and desist from such practice. In addition to the formal statutes and regulations, regulatory authorities consider the adequacy of a bank's total capital in relation to its assets. Capital adequacy considerations could further limit the availability of dividends. At December 31, 2001, net assets available from WestStar to pay dividends without prior approval from regulatory authorities totaled $18.5 million.

Monetary Policy. The results of operations of WestStar are affected by credit policies of monetary authorities, particularly the Federal Reserve. The instruments of monetary policy employed by the Federal Reserve include open market operations in U.S. government securities, changes in the discount rate on bank borrowings and changes in reserve requirements against bank deposits. In view of changing conditions in the national economy and in the money markets, as well as the effect of actions by monetary and fiscal authorities, including the Federal Reserve, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand or the business and earnings of Vail Banks' banking subsidiary.

Capital Adequacy. The Federal Reserve and the FDIC have implemented substantially identical risk-based rules for assessing bank and bank holding company capital adequacy. These regulations establish minimum capital standards in relation to assets and off-balance sheet exposures as adjusted for credit risk. Banks and bank holding companies are required to have (i) a minimum level of total capital (as defined) to risk-weighted assets of 8%; (ii) a minimum Tier 1 capital (as defined) to risk-weighted assets of 4%; and (iii) a minimum shareholders' equity to risk-weighted assets of 4%. In

addition, the Federal Reserve and the FDIC have established a minimum 4% leverage ratio (Tier 1 capital to average assets) for all but the most highly rated banks and bank holding companies. "Tier 1 capital" generally consists of common equity not including unrecognized gains and losses on securities, minority interests in equity accounts of consolidated subsidiaries and certain perpetual preferred stock, less certain intangibles. The Federal Reserve and the FDIC will require a bank holding company and a bank, respectively, to maintain a leverage ratio greater than 3% if either is experiencing or anticipating significant growth or is operating with less than well-diversified risks in the opinion of the Federal Reserve. The Federal Reserve and the FDIC use the leverage ratio in tandem with the risk-based ratio to assess the capital adequacy of banks and bank holding companies. The FDIC and the Federal Reserve have amended, effective January 1, 1997, the capital adequacy standards to provide for the consideration of interest rate risk in the overall determination of a bank's capital ratio, requiring banks with greater interest rate risk to maintain greater capital for the risk.

In addition, Section 38 of the Federal Deposit Insurance Act implemented the prompt corrective action provisions that Congress enacted as a part of the Federal Deposit Insurance Corporation Improvement Act of 1991 (the 1991 Act). The "prompt corrective action" provisions set forth five regulatory zones in which all banks are placed largely based on their capital positions. Regulators are permitted to take increasingly harsh action as a bank's financial condition declines. Regulators are also empowered to place in receivership or require the sale of a bank to another depository institution when a bank's capital leverage ratio reaches 2%. Better-capitalized institutions are generally subject to less onerous regulation and supervision than banks with lesser capital ratios.

The FDIC and the Federal Reserve have adopted regulations implementing the prompt corrective action provisions of the 1991 Act, which place financial institutions in the following five categories based upon capitalization ratios (i) a "well capitalized" institution has a total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 6% and a leverage ratio of at least 5%; (ii) an "adequately capitalized" institution has a total risk-based capital ratio of at least 8%, a Tier 1 risk-based capital ratio of at least 4% and a leverage ratio of at least 4%; (iii) an "undercapitalized" institution has a total risk-based capital ratio of under 8%, a Tier 1 capital risk-based ratio of under 4% or a leverage ratio of under 4%; (iv) a "significantly undercapitalized" institution has a total risk-based capital ratio of under 6%, a Tier 1 risk-based ratio of under 3% or a leverage ratio of under 3%; and (v) a "critically undercapitalized" institution has a leverage ratio of 2% or less. Institutions in any of the three undercapitalized categories would be prohibited from declaring dividends or making capital distributions. The Federal Reserve regulations also establish procedures for "downgrading" an institution to a lower capital category based on supervisory factors other than capital.

Under the Federal Reserve's regulations, both Vail Banks and WestStar met all capital adequacy requirements to which they were subject at December 31, 2001. Vail Banks had Tier 1 and total risk-based capital ratios of 11.73% and 13.41%, respectively, and a leverage ratio of 9.43%. WestStar was deemed to be "well capitalized" with Tier 1 and total risk-based capital ratios of 11.19% and 12.24%, respectively, and a leverage ratio of 8.99%. For further information, see "Notes to Consolidated Financial Statements—Note 16" contained in Item 14 of this Annual Report on Form 10-K.

Certain information regarding the executive officers of the Company is set forth in the following table and paragraphs.

Name	Age	Position
E.B. Chester, Jr.	59	Chairman of the Board
Lisa M. Dillon	48	President
Peter G. Williston	45	Senior Executive Vice President, Chief Financial Officer and Corporate Secretary
Dan E. Godec	46	President of WestStar Bank

Mr. Chester, who formed Vail Banks through a series of acquisitions, has served as Chairman of the Board of Directors of Vail Banks since 1993 and the Chairman of the Board of Directors of WestStar since 1989. Mr. Chester serves as Chairman of the Board of Directors and interim Chief Executive Officer of Camp Systems International, LLC, a supplier of database services to the commercial aviation industry and as Manager of King Creek Ranch LLC, a ranching business.

Ms. Dillon has served as the President and a Director of Vail Banks since 1993. Ms. Dillon, who started her career with WestStar in 1979, also has served as President of WestStar from 1989 to 1999 and Chief Executive Officer of WestStar from 1989 until 2000. Ms. Dillon has served as a Director of WestStar since 1989.

Mr. Williston has served as the Senior Executive Vice President and Chief Financial Officer of Vail Banks since June 30, 2000. Prior to joining Vail Banks, Mr. Williston was employed by Union Planters Bank in Memphis, Tennessee where he served as Senior Vice President and Regional Manager. Mr. Williston initially joined Union Planters Bank in 1983 and during his tenure there he also served as Senior Vice President and Controller, Vice President and Audit Department Manager, and Secretary to the Board of Directors. Mr. Williston is a certified public accountant.

Mr. Godec has served as a Director of Vail Banks since July 2000 and has served as the President and a Director of WestStar since 1999. Prior to becoming President of WestStar, Mr. Godec served as Senior Executive Vice President of WestStar from January to April 1999 and served as the Senior Vice President of WestStar from January 1996 to April 1999.

As of March 5, 2002, Vail Banks had 22 operating branch offices and one administrative center, eight of which are leased and 15 of which are owned. Additionally, Vail Banks is currently constructing two facilities to replace existing branch offices. One of these facilities is owned and the other is leased. All properties are located in Colorado and range in size from 200 square feet to 34,000 square feet. None of the properties owned by Vail Banks are encumbered. The aggregate annual lease payments for properties in 2001 were $1.1 million. Leases for the facilities expire at various periods between 2002 and 2011 with options to renew through 2028. Vail Banks considers its properties adequate for its current needs. During January 2002, Vail Banks closed four branch offices for which it is still obligated under existing leases. Leases on these four facilities expire between 2002 and 2007. Plans are currently underway to either cancel these leases or find tenants to sublease the properties.

Vail Banks and its banking subsidiary periodically are parties to or otherwise involved in legal proceedings arising in the normal course of business, such as claims to enforce liens, claims involving the making and servicing of real property loans and other issues incident to their business.

Management does not believe that there is any pending or threatened proceeding against Vail Banks or its banking subsidiary which, if determined adversely, would have a material effect on the business, results of operations, or financial position of Vail Banks or its banking subsidiary.

No matters were submitted to security holders during the fourth quarter of fiscal year 2001.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Vail Banks' common stock began trading on The Nasdaq Stock Market under the symbol "VAIL" on December 10, 1998. Prior to that time, there was no formal trading market for the common stock. The following table sets forth, for the periods indicated, the high and low bid prices of the common stock on The Nasdaq Stock Market.

	Year Ended December 31, 2001				Year Ended December 31, 2000
	High		Low		High		Low
First Quarter	$	12.75	$	9.81	$	10.13	$	9.00
Second Quarter		12.70		9.75		9.88		9.00
Third Quarter		12.19		10.00		10.00		9.50
Fourth Quarter		11.10		10.00		10.38		9.25

As of March 1, 2002, there were 127 holders of record of the common stock. Investors who beneficially own common stock that is held in street name by brokerage firms or similar holders are not included in this number. Vail Banks believes there are approximately 2,000 beneficial holders of the common stock.

	2001		2000
First Quarter	$	0.04		N/A
Second Quarter		0.04	$	0.04
Third Quarter		0.05		0.04
Fourth Quarter		0.05		0.04

Additionally, a cash dividend of $0.05 per share was declared on January 21, 2002, payable February 15, 2002 to shareholders of record on February 1, 2002.

Holders of common stock are entitled to receive dividends when, as and if declared by Vail Banks' Board of Directors out of funds legally available therefore. The final determination of the timing, amount and payment of dividends on the common stock is at the discretion of the Board of Directors. It will depend on conditions then existing, including Vail Banks' profitability, financial condition, capital requirements, future growth plans and other relevant factors. The principal source of Vail Banks' income is dividends from its banking subsidiary. The payment of dividends by WestStar is subject to certain restrictions imposed by the federal and state banking laws and regulations. See "Supervision and Regulation" in Item 1.

Vail Banks' ability to pay cash dividends on the common stock is also subject to statutory restrictions, including banking regulations, and restrictions arising under the terms of securities or indebtedness which may be issued or incurred in the future. The terms of such securities or indebtedness may restrict payment of dividends on common stock until required payments and distributions are made on such securities or indebtedness. Under regulations of the CDB and the

Federal Reserve, approval of the regulators will be required if the total of all dividends declared by any banking subsidiary in any year exceeds the total of its net profits of that year combined with its retained net profits of the preceding two years.

In connection with the acquisition of East West during December 2000, the Company issued 21,053 shares of common stock to the former shareholders of East West. The issuance of such shares was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereunder. See Note 2 to the Consolidated Financial Statements for the consideration received by the Company in connection with the issuance of such shares.

During February 2001, Vail Banks formed Vail Banks Statutory Trust I (Trust I), a wholly-owned subsidiary. On February 22, 2001, Trust I issued $16.5 million of 10.20% trust preferred securities (the Trust I Securities). Interest on the Trust I Securities is payable semi-annually. The Trust I Securities have a 30-year maturity with a 10-year call option. In connection with the issuance of the Trust I Securities, Vail Banks issued to Trust I $17.011 million principal amount of its 10.20% subordinated notes (the Trust I Notes), due 2031 with a 10-year call option. Interest on the Trust I Notes is payable semi-annually to Trust I. First Tennessee Capital Markets and Keefe, Bruyette & Woods, Inc. served as placement agents, for which they received a fee of $495,000. The issuance by Vail Banks of the Trust I Notes to its wholly-owned subsidiary, Trust I, was exempt from registration under the Securities Act because it was a transaction by the issuer not involving a public offering.

During March 2001, Vail Banks formed Vail Banks Statutory Trust II (Trust II), a wholly-owned subsidiary. On March 28, 2001, Trust II issued $7.5 million of 10.18% trust preferred securities (the Trust II Securities). Interest on the Trust II Securities is payable semi-annually. The Trust II Securities have a 30-year maturity with a 10-year call option. In connection with the issuance of the Trust II Securities, Vail Banks issued to Trust II $7.732 million principal amount of its 10.18% subordinated notes (the Trust II Notes), due 2031 with a 10-year call option. Interest on the Trust II Notes is payable semi-annually to Trust II. Sandler O'Neill & Partners, L.P. served as placement agent, for which they received a fee of $225,000. The issuance by Vail Banks of the Trust II Notes to its wholly-owned subsidiary, Trust II, was exempt from registration under the Securities Act because it was a transaction by the issuer not involving a public offering.

The selected historical financial data set forth below should be read in conjunction with the "General," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Financial Statements and Notes to Consolidated Financial Statements" sections, as well other financial data contained elsewhere in this Annual Report on Form 10-K.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following section presents management's review of the financial condition and operating results of Vail Banks, Inc. and its subsidiaries (collectively Vail Banks or the Company). It provides information that is not otherwise apparent from the Consolidated Financial Statements and related footnotes and is intended to assist readers in evaluating Vail Banks' performance. Certain reclassifications have been made to previous periods' information to conform to the 2001 presentation. The following analysis should be read in conjunction with the Consolidated Financial Statements and accompanying notes as well as the selected financial information included elsewhere in this Annual Report on Form 10-K.

Vail Banks is a bank holding company headquartered in Vail, Colorado with assets of $555.3 million at December 31, 2001. Vail Banks' wholly-owned subsidiary, WestStar Bank (WestStar), is a Colorado state bank with 22 retail offices as of March 5, 2002, located primarily in the Western Slope region of Colorado. Vail Banks has two other wholly-owned subsidiaries, Vail Banks Statutory Trust I (Trust I) and Vail Banks Statutory Trust II (Trust II). Trust I and Trust II were formed for the purpose of issuing trust preferred securities. For further information, see "Notes to Consolidated Financial Statements—Note 11" contained in Item 14 of this Annual Report on Form 10-K.

Mergers and acquisitions continue to be part of Vail Banks' overall growth strategy, providing over half of Vail Banks' growth since 1996. All mergers have been accounted for under the purchase method of accounting, and accordingly, the purchase price of each transaction has been allocated to the assets acquired and the liabilities assumed based on their estimated fair values at the date of the merger. The Consolidated Financial Statements include the operations of each of the acquired entities since the date of the respective transactions. The excess of purchase price over net assets acquired has been recorded as goodwill, which is included in intangible assets, and was being amortized over 25 years. As of January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, which provides new guidance on accounting for goodwill and intangible assets. Specifically, all new and pre-existing goodwill will no longer be amortized, but instead will be tested for impairment on an annual basis. See Recent Accounting Pronouncements for further discussion of this new accounting standard. Although the amortization of goodwill did not result in a cash expense, it had a substantial effect on reported earnings. See "Cash Operating Results" below for further discussion on the effects of goodwill amortization on reported earnings.

First Western Mortgage Services, Inc. (First Western). On January 1, 2000, WestStar acquired First Western for consideration of $1.5 million that included cash and installment notes. The acquisition added mortgage brokerage services to WestStar's lending services.

Estes Bank Corporation (United Valley). On July 14, 2000, Vail Banks completed the United Valley merger by issuing 337,917 shares of Vail Banks common stock valued at $3.2 million and $17.7 million in cash. As of the merger date, United Valley had assets of $84.2 million, net loans of $49.5 million, deposits of $75.9 million and shareholders' equity of $7.5 million. See Item 14, "Financial Statements—Note 2" for pro forma results of operations as if the acquisition had occurred at the beginning of 1999.

Other Transactions. On December 1, 2000, Vail Banks acquired assets from East West Mortgage Company (East West) for consideration that included cash of $200,000 and 21,053 shares of Vail Banks

common stock. On May 21, 1999, Vail Banks acquired $36.8 million of deposits and the real estate of the Glenwood Springs, Colorado branch of World Savings of Oakland, California (World Savings). World Savings retained the mortgage loans it owned in Glenwood Springs. See Item 1. "Business—General" for further information on these transactions and the mergers described above.

Net income for 2001 increased $1.1 million, or 23%, to $6.1 million from $5.0 million in 2000. Net income for 2000 increased $532,000, or 12%, to $5.0 million from $4.4 million in 1999. The Company took charges during 2000 of $859,000 ($545,000, net of tax), including the write-off of certain correspondent bank account transactions, start-up expenses associated with the opening of its Aspen office, conversion expenses for the merger with United Valley, and employee-related costs for the restructuring of its management group.

The return on average assets was 1.09% for the year ended December 31, 2001 compared to 0.96% for the year ended December 31, 2000 and 1.00% for the year ended December 31, 1999.

The return on average equity was 9.56% for the year ended December 31, 2001 compared to 7.96% for the year ended December 31, 2000 and 7.88% for the year ended December 31, 1999.

Assets decreased by $7.9 million, or 1%, to $555.3 million during 2001. This decrease was primarily due to a decrease in net loans of $35.3 million offset by an increase in cash, cash equivalents and investment securities of $22.2 million and an increase in loans held for sale generated by First Western of $6.3 million. In 2000, assets increased by $99.0 million, or 21%, to $563.3 million. This growth was primarily due to the United Valley merger and First Western acquisition as well as the healthy Colorado economy.

The increase in net interest income on a fully taxable equivalent basis (FTE Net Interest Income) of 5% to $29.0 million in 2001 from $27.7 million in 2000 was primarily from growth in net average earning assets (average earning assets less average interest bearing liabilities). Net average earning assets were $68.2 million in 2001, up 15% from $59.4 million in 2000. During 2000, FTE Net Interest Income increased 14% to $27.7 million from $24.4 million in 1999. This increase was primarily from the growth in average loans. Average gross loans rose to $385.7 million in 2000 from $301.1 million in 1999, an increase of 28%. Similarly, average earning assets were $420.4 million in 2000, up 17% from $359.6 million in 1999.

As a result of the acquisitions and mergers with East West, United Valley, and First Western during 2000 as well as numerous acquisitions from 1995 through 1999, Vail Banks had unamortized goodwill of $36.9 million and $38.5 million at December 31, 2001 and 2000, respectively. Since the amortization of goodwill does not result in a cash expense, Vail Banks believes that supplemental reporting of its operating results on a "cash" (or "tangible") basis (which excludes the before-tax effect of amortization of goodwill and the related asset balance) represents a relevant measure of financial performance, though it is not a standard measure of financial performance under generally accepted accounting principles. The supplemental cash basis data presented herein does not exclude the effect of other non-cash operating expenses such as depreciation, provision for loan losses, or deferred income taxes associated with the results of operations.

Cash earnings rose $1.5 million, or 24%, to $7.8 million in 2001 from $6.3 million in 2000. Diluted cash earnings per share in 2001 were up 27% to $1.27 from $1.00 in 2000. In 1999, cash earnings were $5.4 million while diluted cash earnings per share were $0.89.

Based on cash earnings, return on average tangible assets was 1.49% in 2001 as compared to 1.29% in both 2000 and 1999. Return on average tangible common equity was 29.65% in 2001, compared to 20.41% in 2000 and 16.65% in 1999.

Net interest income continues to be Vail Banks' principal source of income, representing the difference between interest and fees earned on loans and investments and interest paid on deposits and borrowings. In this discussion, FTE Net Interest Income includes tax exempt income, such as interest on securities of states and municipalities, increased to an amount that would have been earned had such income been taxable. This adjustment places taxable and nontaxable income on a common basis and permits comparisons of rates and yields.

In 2001, FTE Net Interest Income grew $1.3 million, or 5%, to $29.0 million from $27.7 million in 2000, primarily as a result of a larger increase in average interest earning assets than average interest bearing liabilities. Average interest earning assets increased $40.4 million, or 9.6%, while average interest bearing liabilities increased only $31.7 million, or 8.8% from 2000. In 2000, FTE Net Interest Income rose $3.3 million, or 14%, to $27.7 million from $24.4 million in 1999, largely the result of growth in average earning assets, which increased $60.9 million, or 17%, to $420.4 million in 2000 from $359.6 million in 1999.

The following table sets forth the average balances, interest income and expense, and average yields and rates for Vail Banks' earning assets and interest bearing liabilities for the periods indicated on a fully tax-equivalent basis.

The amount of net interest income is affected by changes in the volume and mix of earning assets and interest bearing liabilities and the interest yields and rates on these assets and liabilities. An

analysis of how changes in volume and yields and rates affected net interest income for the years ended December 31, 2001, 2000 and 1999 is presented below.

Notes: The change in interest that cannot be attributed to only a change in rate or a change in volume, but instead represents a combination of the two factors, has been allocated to the rate variance.

The growth in average earning assets in 2001 was largely attributable to higher average federal funds sold balances and to an increase in average loans. Average federal funds sold increased to $15.4 million during 2001 from $274,000 during 2000, primarily due to the investment of proceeds received from the $24 million issuance of trust preferred securities during the first quarter of 2001 and improved management of cash levels in branches and correspondent accounts. Average loans (including loans held for sale) were $415.8 million during 2001 compared to $386.3 million during 2000, an 8% increase. This increase was primarily due to the full-year impact of loans obtained in the July 2000 United Valley merger. Although the average loan balance increased during 2001, the general softening of the economy during 2001 as well as an internal shift toward more conservative underwriting policies in response to the slowing economy resulted in a $35.4 million decrease in the year-end loan balance at December 31, 2001 from $427.1 million at December 31, 2000. The growth in average earning assets in 2000 was largely attributable to higher average loans outstanding. Average loans were $386.3 million in 2000, up 28% from $301.1 million in 1999. The impact of the loans obtained in the July 2000 United Valley merger ($49.5 million) significantly contributed to higher average loan balances in 2000 compared with 1999. Additionally, growth generated internally contributed to higher loan levels, with total loans increasing by $90.4 million, or 27%, to $427.1 million at year-end 2000 from $336.7 million at year-end 1999.

The growth in average interest bearing liabilities in 2001 was largely due to an increase in average interest bearing deposits of $36.3 million and the issuance of $24.0 million of trust preferred securities during first quarter 2001, offset by a decrease in average borrowings of $24.5 million. The increase in average interest bearing deposits was primarily due to the full-year impact of deposits obtained in the July 2000 United Valley merger, a full-year effect of deposits from the Aspen branch opened during 2000, and new deposits obtained in connection with the opening of the Grand Junction office during 2001. Although average interest bearing deposits increased during 2001 as a result of the factors

previously mentioned, interest bearing deposits at year-end decreased $43.8 million, or 11% between December 31, 2000 and December 31, 2001. This decrease in year-end balances was primarily related to deposit attrition resulting from repricing of interest bearing deposit products to reflect the current lower interest rate environment as well as the anticipated $15 million withdrawal during the second quarter 2001 of a temporary money market deposit account established in December 2000. During 2001, average borrowings decreased as a result of the issuance of $24.0 million of trust preferred securities during first quarter 2001. The receipt of the trust preferred proceeds enabled the Company to repay outstanding borrowings and resulted in the Company selling federal funds instead of purchasing them. The growth in average interest bearing liabilities in 2000 was largely attributable to an increase in average interest bearing deposits of $42.0 million as well as an increase in average borrowings of $22.3 million. The impact of the deposits obtained in the July 2000 United Valley merger ($75.9 million) significantly contributed to higher average interest bearing deposit balances in 2000 compared with 1999. Marketing of new deposit products also contributed to the increase. Average borrowings during 2000 increased in order to fund internal growth.

Although 2001's net interest income increased from 2000 and 1999, the 2001 net interest margin, or taxable-equivalent net interest income expressed as a percentage of average earning assets, decreased. Vail Banks' net interest margin in 2001 was 6.30%, compared with 6.59% in 2000 and 6.78% in 1999. Net interest margin is influenced by the level and relative mix of earning assets, interest bearing liabilities, non-interest bearing liabilities and shareholders' equity as well as the cost of interest bearing liabilities as compared to the yield on earning assets. The decrease in net interest margin from 2000 was primarily due to the multiple interest rate cuts implemented by the Federal Reserve during 2001. The yield on earning assets decreased 117 basis points during 2001 from 10.32% for the year ended December 31, 2000 to 9.15% for the year ended December 31, 2001. This decrease was only partially offset by a 101 basis point decrease in the cost of interest bearing liabilities from 4.35% for the year ended December 31, 2000 to 3.34% for the year ended December 31, 2001.

During 2001, FTE Net Interest Income decreased $1.2 million, or 3%, from $43.4 million in 2000. This decrease was primarily due to the multiple rate cuts implemented by the Federal Reserve during 2001. During 2000, interest income, on a fully tax-equivalent basis, increased to $43.4 million from $35.2 million in 1999 as a result of the increase in loans as discussed above and the slight rise in yield on average loans during 2000 from 10.65% during 1999 to 10.68% during 2000.

During 2001, interest expense decreased $2.6 million, or 16%, from $15.7 million in 2000. This decrease was primarily due to the rate cuts discussed above and the Company's efforts to manage interest rates paid on deposits relative to the current rate environment, offset by $2.0 million interest expense incurred on the trust preferred securities. Interest expense increased to $15.7 million in 2000 from $10.9 million in 1999. The impact of the interest bearing liabilities obtained in the July 2000 United Valley merger as well as the full year impact of the deposits obtained from World Savings during 1999 significantly contributed to higher average interest bearing deposit balances in 2000 compared with 1999. Total deposits of $75.9 million acquired in the United Valley merger and $36.8 million acquired from World Savings significantly contributed to the $42.0 million increase in average interest bearing deposits experienced in 2000. Additionally, the cost of interest bearing liabilities increased to 4.35% in 2000 from 3.66% in 1999, largely as a result of increases in overall interest rates by the Federal Reserve during 2000 as well as a high-yield money market product that was introduced during 2000 and a full year of interest expense on deposits obtained in the World Savings acquisition.

The amount of the provision for loan losses is based on regular evaluations of the loan portfolio, with particular attention directed toward non-performing, delinquent, and other potential problem loans. During these evaluations, consideration is also given to such factors as management's evaluation

of specific loans, the level and composition of delinquent and non-performing loans, historical loan loss experience, results of examinations by regulatory agencies, external and internal asset review processes, the market value of collateral, the strength and availability of guarantees, concentrations of credit and other judgmental factors.

The provision for loan losses was $800,000 in 2001, compared to $1.0 million in 2000 and $455,000 in 1999. The decrease in the provision during 2001 was due to the Company's determination during 2001 that the current allowance for loan losses was adequate to absorb probable losses in the decreased loan portfolio (loans were $427.1 million at December 31, 2000 compared to $391.7 million at December 31, 2001). As a result, the Company took a smaller provision for loan losses during 2001 than it did during 2000. Net charge-offs during 2001 equaled $865,000, resulting in a net decrease in the allowance for loan losses of $65,000 compared to net increases of $661,000 in 2000 and $149,000 in 1999. During 2000, Vail Banks also acquired an additional $1.0 million allowance in connection with the United Valley merger. At December 31, 2001, the allowance was 1.12% of total loans and 214% of non-performing loans. At December 31, 2000, the allowance was 1.04% of total loans and 264% of non-performing loans. At December 31, 1999, the allowance was 0.81% of total loans and 149% of non-performing loans.

The following table sets forth Vail Banks' non-interest income for the years indicated.

Non-interest income grew $3.3 million, or 41%, to $11.4 million in 2001 from $8.1 million in 2000. This increase was primarily due to an increase in mortgage broker fees as well as an increase in deposit related service charges. Mortgage broker fees increased $1.5 million, or 57%, from 2000 due to increased refinancing activity in light of the recent decline in interest rates. During 2000, WestStar commenced mortgage operations with the acquisition of First Western. During 2001, deposit related income increased $1.1 million, or 38% due to an increased emphasis by the Company on collecting deposit-related fees. Deposit related income during 2000 increased $465,000, or 19%, over 1999 primarily due to the United Valley merger. The increases in other fee income of 44% and 66% during 2001 and 2000, respectively, are related to increased revenue generated from ATM usage and other retail banking activities.

The following table sets forth Vail Banks' non-interest expense for the years indicated.

Total non-interest expense increased $2.8 million, or 11%, from $26.2 million in 2000. The increase is primarily due to a full year of operating expenses for branches acquired in the July 2000 United Valley merger, a full year of amortization from the United Valley merger transaction, operating expenses of the newly opened Grand Junction branch, and hiring of key management personnel.

In 2000 non-interest expense was $26.2 million, an increase of $5.7 million, or 28%, from $20.5 million in 1999. The increase in 2000 was largely the result of operating expenses of First Western and United Valley, amortization of goodwill generated in these transactions as well as a full year of amortization from the World Savings acquisition, increasing costs of employee related and occupancy expenses generated by internal growth and increased retail banking activities, and due to the write-off of $139,000 of certain correspondent bank account transactions that were not appropriately recorded.

Salaries and employee benefits expense increased $1.5 million during 2001, or 11% from 2000. This increase is primarily due to hiring of key management personnel, a partial year of salaries expense for the Grand Junction branch opened in 2001, a full year of salaries expense for the Aspen branch opened during 2000 and the United Valley branches acquired during 2000, the rising cost of employer paid health benefits for employees and an increased employer contribution to the 401(k) plan. Salaries and employee benefits expense for 2000 was $13.8 million, an increase of $3.7 million from $10.1 million in 1999. This increase was due to expansion through de novo branches, the First Western acquisition and the United Valley merger, and charges associated with reorganization of management. Full-time equivalent associates at December 31, 2001, 2000 and 1999 were 261, 287 and 227, respectively.

Expenses associated with fixed assets, including occupancy and furniture and equipment, rose $301,000 and $1.2 million in 2001 and 2000, respectively. Increases in 2001 were primarily related to a full year of expense related to the Aspen branch and the branches acquired in the July 2000 United Valley merger, as well as the opening of a new branch in Grand Junction during 2001. Increases in 2000 were the result of aforementioned mergers and acquisitions, a full year of expense related to the operations facility in Gypsum, and the opening of a new branch in Aspen.

Other expenses associated with the recent mergers have also increased in both 2001 and 2000. Specifically, the amortization of intangibles increased 25% in 2001 to $1.7 million from $1.3 million in

2000 and $984,000 in 1999. The increase in 2001 is related to a full year of amortization expense from the July 2000 United Valley merger and the December 2000 East West acquisition. Additionally, normal operating expenses have increased in categories such as retail banking, professional fees, service fees and telephone and data communications, largely resulting from expansion.

During 2000, it was determined that certain correspondent bank account transactions were not properly recorded during the third quarter of 1999 and the fourth quarter of 2000. As a result, the Company took charges of $139,000 and $680,000, pre-tax, during 2000 and 1999, respectively, to account for probable uncollectibility of such items.

The efficiency ratio represents non-interest expense (excluding the amortization of intangible assets) as a percentage of the sum of net interest income and non-interest income and is a measure of cost to generate a dollar of revenue. The efficiency ratio improved in 2001 to 68% from 70% in 2000 and increased in 2000 from 69% in 1999. The improvement in 2001 was largely due to the absence of certain non-recurring expenses in 2001 that were incurred during 2000 (i.e. the write-off of certain correspondent bank account transactions and non-capitalizable expenses related to the United Valley merger). The increase in 2000 was in large part the result of charges of $859,000, pre-tax, associated with the write-off of certain correspondent bank account transactions, reorganization of management, expansion costs into the Aspen market, and non-capitalizable expenses related to the United Valley merger.

Income tax expense as a percentage of pre-tax income was 41.5% for 2001 compared with 40.8% and 38.7% for 2000 and 1999, respectively. The amortization of goodwill recorded in all three years was primarily non-deductible for income tax purposes, thus affecting the effective tax rates. Factoring out amortization of non-deductible goodwill for 2001, 2000 and 1999, the effective tax rate in each period would have been 35.8%, 35.3% and 34.1%, respectively. A reconciliation of income tax expense to the amount computed by applying the statutory federal income tax rate to pre-tax income is provided in Note 9 of the Notes to Consolidated Financial Statements, contained in Item 14 of this Annual Report on Form 10-K.

Vail Banks' investment policy is designed primarily to ensure liquidity and to meet pledging requirements and secondarily to provide acceptable investment income. Management's focus is on maintaining a high-quality investment portfolio oriented toward mortgage-backed and other government agency securities. The determination of the amount and maturity of securities purchased is a function of liquidity and income projections based on the existing, and expected, balance sheet and interest rate forecasts. During 2001, the Company purchased two new types of securities for its available for sale investment portfolio, Federal Home Loan Mortgage Corporation (FHLMC) preferred stock and corporate trust preferred securities. These additional investments have enabled the Company to further diversify the portfolio as well as to increase total investment yields.

Vail Banks is required to account for investment securities in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. At the date of purchase, Vail Banks is required to classify debt and equity securities into one of three categories: held to maturity, trading, or available for sale. Investments in debt securities are classified as held to maturity and measured at amortized cost in the financial statements only if management has the positive intent and ability to hold those securities to maturity. Securities that are bought and held principally for the purpose of selling them in the near term are classified as trading and measured at fair value in the statements with unrealized gains and losses included in earnings. Since its inception, Vail Banks has not had any trading

account activities. Investments not classified as either held to maturity or trading are classified as available for sale and measured at fair value in the financial statements with unrealized gains and losses reported, net of tax, as a separate component of other comprehensive income until realized. Since the initial classification of its investment securities, Vail Banks has not transferred any investment securities between categories, nor has it sold any investment securities classified as held to maturity. The following tables set forth information regarding the investment composition of Vail Banks as of the dates indicated.

The following tables set forth the estimated carrying value and approximate weighted average yield of the debt securities in the investment portfolio by type and contractual maturity at December 31, 2001. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Equity securities are excluded from the table as they do not have stated maturity dates.

The following table sets forth the composition of Vail Banks' loan portfolio by type of loan at the dates indicated. Management believes that the balance sheet information as of the dates indicated should be read in conjunction with the average balance information in the tables above under the caption Average Balance Sheet and Net Interest Income Analysis. Vail Banks has followed a policy to manage the loan portfolio composition to mitigate risks in specific markets by diversifying the loan portfolio. However, Vail Banks does have a concentration of loans in the commercial, industrial and land and the real estate—construction categories. As a result of seasonal trends in the retail, service and real estate markets, balances of commercial loans may fluctuate significantly. During 2000, Vail Banks' sold its credit card portfolio, thus reducing the volume of consumer loans. The data below is not necessarily indicative of longer-term trends within a particular category.

Gross loans decreased in 2001 by $35.4 million, or 8% from $427.1 million at December 31, 2000. This decrease was primarily due to the general softening of the economy, as well as an internal shift toward more conservative underwriting policies in response to the slowing economy. The only category that increased during this period was commercial loans, which increased slightly, in the amount of $7.7 million, or 4%. At December 31, 2000, gross loans were $427.1 million, which was an increase of $90.4 million, or 27%, over $336.7 million at December 31, 1999. All categories of loans except for

consumer increased over this period primarily due to the United Valley merger, which added $49.5 million of loans on the merger date, and internal loan growth resulting from the healthy Colorado economy. The decline in the consumer portfolio was due, in large part, to the sale of the credit card portfolio during 2000.

Commercial, industrial, and land loans principally include loans to service, real estate and retail businesses and to a small degree, farmers. These loans are primarily secured by real estate and operating business assets. Commercial, industrial and land loans are made on the basis of the repayment ability and financial strength of the borrower as well as the collateral securing the loans.

Real estate—construction loans principally include short-term loans to fund the construction of buildings and residences and/or to purchase land for planned and near-term commercial or residential development. These loans are primarily non-revolving lines of credit and are secured by real estate, typically well margined with a first security lien.

Real estate—mortgage loans principally include short-term financing for existing one-to-four family residences. The majority of these loans have maturities of less than five years. These loans are secured by the subject real estate, typically well margined with a first lien position.

Consumer loans to individuals principally include one-to-five year loans for consumer items, such as automobiles, snowmobiles, motor homes and other goods. These loans are typically secured, at minimum, by the items being financed.

Banking officers are assigned various levels of credit extension approval authority based upon their respective levels of experience and expertise. Credit relationships exceeding $1.0 million are evaluated and acted upon by the Directors' Credit Committee, which meets weekly, and are reported to the Board of Directors (Board) on a monthly basis. Vail Banks' strategy for approving or disapproving extensions of credit is to follow a conservative credit policy and underwriting practices which include: (i) extending credit on a sound and collectible basis; (ii) investing funds for the benefit of shareholders and the protection of depositors; (iii) serving the needs of the community and Vail Banks' general market area while obtaining a balance between maximum yield and minimum risk; (iv) ensuring that primary and secondary sources of repayment are adequate in relation to the amount of the credit extended; (v) developing and maintaining diversification in the loan portfolio as a whole and of the loans within each loan category; and (vi) ensuring that each extension of credit is properly documented and, if appropriate, insurance coverage is adequate. Vail Banks' credit review and compliance personnel interact daily with commercial and consumer lenders to identify potential underwriting or technical exception variances. In addition, Vail Banks has placed increased emphasis on early identification of problem loans in an effort to aggressively seek resolution of the situations. Management believes that this strict adherence to conservative credit policy guidelines has contributed to Vail Banks' below average level of credit losses compared to its industry peer group.

The following table presents loans by maturity in each major category at December 31, 2001. Actual maturities may differ from the contractual repricing maturities shown below as a result of renewals and prepayments. Loan renewals are evaluated in the same manner as new credit applications.

Of the loans with maturities over one year, $123.0 million had adjustable interest rates and the remainder had fixed interest rates.

Non-performing assets consist of nonaccrual loans, restructured loans and foreclosed properties. When, in the opinion of management, a reasonable doubt exists as to the collectibility of interest, regardless of the delinquency status of the loan, the accrual of interest income is discontinued and interest accrued but uncollected during the current year is generally reversed through a charge to current year earnings. While the loan is on nonaccrual status, interest income is recognized only upon receipt and then only if, in the judgment of management, there is no reasonable doubt as to the collectibility of the principal balance. Loans 90 days or more delinquent generally are changed to nonaccrual status unless the loan is in the process of collection and management determines that full collection of principal and accrued interest is probable. Interest income that would have been recorded for nonaccrual loans had they been performing in accordance with their contractual requirements was $304,000 for the year ended December 31, 2001. Actual interest income recorded for these loans was $109,000 for the year ended December 31, 2001.

Restructured loans are those for which concessions, including reduction of interest rate below a rate otherwise available to the borrower or the deferral of interest or principal, have been granted due to the borrower's weakened financial condition. Interest on restructured loans is accrued at the restructured rates when it is anticipated that no loss of original principal will occur.

The following table sets forth information concerning the non-performing assets of Vail Banks as of the dates indicated.

Management believes Vail Banks is adequately collateralized to recover the majority of the balance of these nonaccrual loans. Management generally obtains and maintains appraisals on real estate collateral. Management is not aware of any adverse trends relating to Vail Banks' loan portfolio, not reflected above.

At December 31, 2001, there were no loans excluded from non-performing loans set forth above where known information about possible credit problems of borrowers caused management to have doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in such loans becoming non-performing.

The allowance for loan losses represents management's recognition of the risks of extending credit and its evaluation of the loan portfolio. The allowance is maintained at a level considered adequate to provide for probable loan losses based on management's assessment of various factors affecting the loan portfolio, including a review of problem loans, business conditions, historical loss experience, evaluation of the quality of the underlying collateral, and holding and disposal costs. The allowance is increased by additional charges to operating income and reduced by loans charged off, net of recoveries.

Vail Banks has established a formal process for determining an adequate allowance for loan losses. Vail Banks' lending personnel are responsible for ongoing reviews of the quality of the loan portfolio. Additionally, Vail Banks has engaged an external loan review firm to conduct loan reviews on a periodic basis. State and federal regulatory agencies, as an integral part of their examination process, also review Vail Banks' loans and its allowance for loan losses. A list containing any potential problem loans is updated and reviewed by management and the Board monthly. This process results in an allowance that has two components. The first component represents the allowance for impaired loans computed in accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan (SFAS 114 Component). Impaired loans are those loans that WestStar does not expect to receive all contractual principal and interest due by the contractual due date. To determine the SFAS 114 Component, collateral dependent impaired loans are evaluated using internal analyses as well as third-party information, such as appraisals. If an impaired loan is unsecured, it is evaluated using a discounted cash flow of the payments expected over the life of the loan giving consideration to currently existing factors that would impact the amount or timing of the cash flows. The second component is the allowance calculated under SFAS No. 5, Accounting for Contingencies (SFAS 5 Component), and represents the estimated probable but undetected losses inherent within the portfolio due to uncertainties in economic conditions, delays in obtaining information about a borrower's financial condition, delinquent loans that have not been determined to be impaired, trends in speculative construction real estate lending, results of internal and external loan reviews, and other factors. The SFAS 5 Component is calculated by assigning a certain risk weighting, within a predetermined range, to each identified risk factor.

Management believes that Vail Banks' allowance for loan losses is adequate to cover probable losses based on all evidence currently available. Future additions to the allowance will be subject to management's continuing evaluation of the inherent risks in the portfolio. Additional provisions for loan losses may need to be recorded if the economy continues to decline, asset quality deteriorates, or historical loss experience changes. Also, state or federal regulators, when reviewing Vail Banks' loan portfolio in the future, may require Vail Banks to increase the allowance, which could adversely affect Vail Banks' earnings. Based on the foregoing, there can be no assurance that Vail Banks' actual loan losses will not exceed its allowance for loan losses.

In order to comply with certain regulatory requirements, management has prepared the following allocation of Vail Banks' allowance for loan losses among various categories of the loan portfolio for each of the years in the five-year period ended December 31, 2001. In management's opinion, such allocation has, at best, a limited utility. It is based on management's assessment as of a given point in time of the risk characteristics for each of the component parts of the total loan portfolio and is subject to changes as and when the risk factors of each such component part change. Such allocation is not indicative of either the specific amounts or the loan categories in which future charge-offs may be taken, nor should it be taken as an indicator of future loss trends. By presenting such allocation, management does not mean to imply that the allocation is exact or that the allowance has been precisely determined from such allocation. Additionally, during 2001, the Company changed its methodology for computing the allowance for loan losses, as discussed above. A significant portion of the SFAS 5 Component has not been allocated to each of the four categories specified in the table below, but rather represents loans in all four categories. It is represented by the term "cross-allocated" in the table below.

Vail Banks' primary source of funds has historically been in-market customer deposits. Deposit products are concentrated in business and personal checking accounts, including interest bearing and non-interest bearing accounts. Generally, deposits are short-term in nature with approximately 86% of deposits having a committed term less than three months and approximately 97% having a committed term of less than one year. Vail Banks' resort locations experience a seasonality of deposits; however, increases in deposits in non-resort-oriented markets due to recent mergers has helped to mitigate such seasonality.

Total deposits were $442.4 million at December 31, 2001, a $39.7 million, or an 8% decrease from the balance at December 31, 2000. This decrease was primarily related to deposit attrition resulting from repricing of interest bearing deposit products to reflect the current lower interest rate environment as well as the anticipated $15 million withdrawal during the second quarter 2001 of a temporary money market deposit established in December 2000. During this time period, non-interest-

bearing deposits increased by $4.1 million, or 4%, while interest-bearing deposits decreased by $43.8 million, or 11%, as compared to December 31, 2000. Non-interest-bearing demand deposits comprised 23% of total deposits at December 31, 2001 as compared to 21% at December 31, 2000. Total deposits were $482.0 million at December 31, 2000, an increase of $109.3 million, or 29%, from $372.7 million at December 31, 1999. The increase in deposits was primarily due to the merger with United Valley, which added $75.9 million in deposits on the merger date, and to a lesser degree, the marketing of new deposit products. Deposits are relatively concentrated in lower cost transaction accounts with 23% in non-interest bearing checking and 17% in interest bearing checking at December 31, 2001. Savings deposits comprised 7%, money market deposits comprised 30%, and certificates of deposit comprised 23% of deposits at year-end.

The following table sets forth the composition of Vail Banks' deposits by type at December 31, 2001, 2000 and 1999.

The following table presents average deposits by type during 2001, 2000 and 1999 and the related average interest rate paid by deposit type for each of those years.

The following table sets forth the amount and maturity of certificates of deposit that had balances equal to or greater than $100,000 at December 31, 2001, 2000 and 1999.

Remaining Maturities of Certificates of Deposit Equal to or Greater than $100,000 at December 31,

In the ordinary course of business, the Company has loans receivable from directors, executive officers and principal shareholders (holders of more than five percent of the outstanding shares of common stock) of the Company and their affiliates as follows:

(in thousands)
Balance at January 1, 2001		$	3,838
	New loans, including renewals		584
	Payments, including renewals		(398	)

Balance at December 31, 2001		$	4,024

Deposits from those parties held by WestStar at December 31, 2001 and 2000 amounted to $6.1 million and $2.2 million, respectively. Such loans and deposits are on the same terms and conditions as then prevailing at the time for comparable transactions with non-related parties.

Liquidity is a measure of the Company's ability to meet its commitments and obligations with available funds. These commitments may include paying dividends to shareholders, funding new loans for borrowers, funding withdrawals by depositors, paying general and administrative expenses, and funding capital expenditures. Historically, the Company's primary source of funds has been customer deposits. Scheduled loan repayments are a relatively stable source of funds. Deposit inflows and unscheduled loan repayments, which are influenced by fluctuations in the general level of interest rates, returns available on other investments, competition, economic conditions and other factors, are relatively unstable. Other sources of liquidity include sale or maturity of investment securities and the ability to borrow funds. Company borrowing may be used on a short-term basis to compensate for reductions in other sources of funds (such as deposit inflows at less than projected levels). Company borrowing may also be used on a longer-term basis to support expanded lending and investing activities and to match the maturity or repricing intervals of assets.

During the year ended December 31, 2001, net cash of $6.4 million was provided by operating activities consisting primarily of net income of $6.1 million and non-cash expenses of $5.2 million, offset by net increases in operating assets and liabilities from 2000 of $4.9 million. Non-cash expenses consisted primarily of $1.7 million of intangible amortization expense, $2.3 million of depreciation and amortization expense on premises and equipment, an $800,000 loan loss provision and $153,000 of deferred income tax expense. The net increase in operating assets and liabilities was primarily due to a $6.3 million increase in loans held for sale and an $854,000 decrease in interest receivable. With the

multiple interest rate reductions during 2001, loans held for sale have increased as a result of increased mortgage refinancings. Additionally, the decline in the loan portfolio resulted in a related decline in the interest receivable on loans.

During 2000, net cash of $9.0 million was provided by operating activities consisting primarily of net income of $5.0 million, non-cash expenses of $5.5 million, and net increases in operating assets and liabilities from 1999 of $1.5 million. Non-cash expenses consisted primarily of $1.3 million of intangible amortization expense, $2.2 million of depreciation and amortization expense on premises and equipment, a $1.0 million loan loss provision and $774,000 of deferred income tax expense. The net increase in operating assets and liabilities was primarily due to a $632,000 increase in loans held for sale, a $446,000 increase in other assets, a $100,000 increase in foreclosed properties, and a $364,000 decrease in interest payable and other liabilities. The increase in loans held for sale is the result of loans originated by First Western. First Western was purchased by the Company on January 1, 2000.

During 1999, net cash of $4.5 million was provided by operating activities consisting primarily of net income of $4.4 million, non-cash expenses of $4.2 million and net increases in operating assets and liabilities from 1998 of $4.1 million. Non-cash expenses consisted primarily of $2.0 million of depreciation and amortization expense on premises and equipment, $984,000 of amortization expense on intangible assets, deferred income tax expense of $593,000, and a loan loss provision of $455,000. The net increase in operating assets and liabilities was primarily related to a $3.1 million decrease in interest payable and other liabilities.

During 2001, net cash of $18.7 million was provided by investing activities. These inflows consisted primarily of the maturity and/or calls of $13.0 million of investment securities and a $34.1 million decrease in net loans. These inflows were partially offset by the $24.3 million purchase of investment securities and the purchase of $4.5 million of premises and equipment to construct and furnish the new Grand Junction branch opened during 2001, to construct a new building in Dillon to replace an existing facility, and to upgrade equipment.

During 2000, net cash of $26.6 million was used by investing activities. These outflows consisted primarily of a net increase in loans of $40.8 million due to the healthy Colorado economy and new loans generated by United Valley after the date of acquisition, net cash of $10.1 million paid for the acquisitions of First Western and East West and the merger with United Valley, and the purchase of premises and equipment of $3.7 million. Purchases of premises and equipment primarily related to the purchase of land for the planned Grand Junction and Dillon branch buildings, design and construction fees related to these locations, tenant improvements and furnishings for the Aspen branch opened during 2000, and to upgrade software and equipment. These outflows were partially offset by proceeds of $19.8 million from the sale of investment securities obtained in the United Valley merger and proceeds of $8.0 million received from the maturity and/or calls of investment securities.

During 1999, net cash of $34.1 million was used by investing activities. These outflows consisted primarily of an increase in loans of $67.8 million due to the healthy Colorado economy and active and successful solicitation by banking officers, $16.9 million in new purchases of investment securities, and $4.8 million in purchases of premises and equipment. Purchases of premises and equipment primarily related to the construction and furnishing of a new administrative facility in Gypsum, and the purchase of a company airplane. These outflows were partially offset by net cash of $35.6 million received from the acquisition of World Savings during May 1999 and $19.9 million of proceeds received from the maturity and/or calls of investment securities.

During 2001, net cash of $14.3 million was used in financing activities consisting primarily of a decrease in deposits of $39.7 million due to multiple rate cuts during 2001 and the expected withdrawal of a $15 million temporary deposit received during December 2000, the repayment of $10.4 million of short-term borrowings, the repurchase of $8.3 million of outstanding common stock of the Company, and the payment of dividends on common stock of $1.1 million. These outflows were partially offset by the receipt of $24.0 million of proceeds from the issuance of trust preferred securities and the receipt of $21.1 million of net proceeds from short and long-term Federal Home Loan Bank (FHLB) advances.

During 2000, net cash of $13.0 million was provided by financing activities consisting primarily of an increase in deposits of $33.3 million due to new deposits obtained by United Valley after the date of acquisition and to a lesser degree the marketing of new deposit products, partially offset by the repayment of $21.7 million of short-term borrowings.

During 1999, net cash of $12.7 million was used by financing activities consisting primarily of a decrease in deposits of $41.7 million due to the intentional reduction of high-cost public certificates of deposit, cash withdrawals at year-end related to the public's year 2000 liquidity concerns, and the general movement from bank deposits to stock market investments by the consumer. These outflows were partially offset by the receipt of $30.1 million of proceeds from short-term borrowings.

Capital expenditures for 2002 are estimated to be between $7 million and $10 million associated with the relocation of the Dillon branch, planned construction of new branches in the Southwest and Northwest regions of Colorado, expansion or remodeling of existing facilities, and routine replacement and upgrades of furniture and equipment. The Company will fund these expenditures from various sources, including operating cash flows, retained earnings and borrowings.

The following table presents an analysis of the Company's borrowing activities for the years indicated.

WestStar is a member of the FHLB of Topeka and, as a regular part of its business, obtains advances from the FHLB. Advances are collateralized by FHLB stock owned by WestStar, as well as certain mortgage loans or deeds of trust. As of December 31, 2001, the authorized borrowing line totaled $133.0 million. Of this amount, $24.0 million was an irrevocable stand-by letter of credit pledged as collateral for uninsured public fund deposits, $12.3 million was outstanding as short-term advances and $8.8 million was outstanding as long-term advances. The long-term advances mature from 2003 through 2006.

WestStar has established an unsecured, overnight federal funds line with Bankers' Bank of the West (Bankers' Bank) which expires on August 31, 2002. As of December 31, 2001, the authorized borrowing line totaled $37.3 million, with $0 outstanding.

During December 2000, the Company obtained a credit facility from Bankers' Bank permitting borrowing of up to $2 million. Outstanding borrowings under the line of credit were fully repaid prior to the maturity of July 1, 2001.

Payment of dividends is at the discretion of the Board and is determined by taking into account the earnings, capital levels, cash requirements, and the financial condition of Vail Banks and WestStar, as well as applicable government regulations and other relevant factors. The principal source of Vail Banks' income is dividends from WestStar. There are statutory and regulatory requirements applicable to the payment of dividends by WestStar to Vail Banks, as well as by Vail Banks to its shareholders. Specifically, approval of the regulators will be required if the total of all dividends declared by any banking subsidiary in any year exceeds the total of its net profits of that year combined with its retained net profits of the preceding two years. At December 31, 2001, net assets available from WestStar to pay dividends without prior approval from regulatory authorities totaled $18.5 million. On January 21, 2002, the Board declared a regular quarterly dividend of $0.05 per share to shareholders of record on February 1, 2002. The dividend of $288,000 was paid on February 15, 2002.

During February 2001, the Board authorized the repurchase of up to $10 million of the outstanding shares of the Company's common stock. In September 2001, the Board reauthorized the repurchase program to allow for a total of $17 million in repurchases (including repurchases previously completed) through September 2002. As of December 31, 2001, 727,690 shares of common stock had been repurchased at an average price of $11.40 per share, or approximately $8.3 million. The Company may continue to repurchase shares during 2002.

The following tables present the Company's contractual obligations and commercial commitments as of December 31, 2001.

As of December 31, 2001, the Company had cash and cash equivalents (including federal funds sold) of $35.5 million and investment securities of $41.6 million. Almost 98% of the Company's investment portfolio is classified as available-for-sale and can be readily sold to meet liquidity needs. Based on current plans and business conditions, the Company expects that its cash, cash equivalents, investment securities and available borrowing capacity under its credit facilities, together with any amounts generated from operations, will be sufficient to meet the Company's liquidity requirements for the next 12 months. However, there can be no assurance that the Company will not be required to seek other financing sooner or that such financing, if required, will be available on terms satisfactory to the Company.

Concentrations of credit risk arise when a number of counterparties have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in the economy or other conditions. The Company's loan portfolio consists primarily of commercial and real estate loans located in Colorado, making the value of the portfolio more susceptible to declines in real estate values and other changes in economic conditions in Colorado. The Company does not believe it has a significant exposure to any individual customer.

Vail Banks cannot predict at this time the severity or duration of the impact on the local or general economy, or the Company, of the September 11, 2001 terrorist attacks, any subsequent terrorist activities, or any actions taken in response to or as a result of those attacks or activities. The most likely immediate impact will be decreased demand for air travel, which could adversely affect other travel-related and leisure industries, such as tourism. Some parts of the Western Slope are largely

dependent on seasonal tourism that particularly affects small-to-medium size businesses. These businesses are a significant portion of Vail Banks' customers. The seasonality of Vail Banks' business in those areas results in fluctuations in deposit and credit needs. A decline in the economy of these areas could have a material adverse effect on Vail Banks' business by affecting (1) the demand for new loans, (2) refinancing activity, (3) the ability of borrowers to repay outstanding loans and (4) the value of loan collateral. A decline could also adversely affect asset quality and net income. The impact could also spread beyond certain industries to the overall U.S. and global economies, further decreasing capital and consumer spending. Decreased capital and consumer spending and other recessionary trends could impact Vail Banks in a number of ways including decreased demand for its products and services and increased credit losses.

The banking industry is unique in that substantially all of the assets and liabilities are of a monetary nature. As a result, interest rates have a more profound effect on a bank's performance than does inflation. Although there is not always a direct relationship between the movement in the prices of goods and services and changes in interest rates, increases in inflation generally lead to increases in interest rates. However, in short periods of time interest rates may not move in the same direction or magnitude as inflation.

The liquidity position of Vail Banks is monitored by management and the Asset/Liability Committee. A principal function of asset/liability management is to coordinate the levels of interest-sensitive assets and liabilities to minimize net interest income fluctuations in times of fluctuating market interest rates. Interest-sensitive assets and liabilities are those that are subject to repricing in the near term, including both variable rate instruments and those fixed rate instruments which are approaching maturity. Changes in net interest income can occur when interest rates on interest sensitive assets, such as loans and investment securities, change in a different time period from that of the interest rates on liabilities, such as deposits. These differences, or "gaps," provide an indication of the extent that net interest income may be affected by future changes in interest rates.

A positive gap exists when interest-sensitive assets exceed interest-sensitive liabilities and indicates that a greater volume of assets than liabilities will reprice during a given time period. With a positive gap, rising rate environments may enhance earnings, while a declining rate environment may depress earnings. Conversely, a negative gap exists when interest-sensitive liabilities exceed interest-sensitive assets. With a negative gap, rising rate environments may depress earnings, while declining rate environments may enhance earnings.

The following table sets forth the interest rate sensitivity of Vail Banks' assets and liabilities at December 31, 2001, and sets forth the repricing dates of Vail Banks' interest-earning assets and interest-bearing liabilities as of that date, as well as Vail Banks' interest rate sensitivity gap percentages for the periods presented. This table indicates Vail Banks is in an asset sensitive or positive gap position for the twelve-month period ending December 31, 2002. During that period, $290.9 million of interest bearing liabilities will reprice compared to $307.6 million of interest earning assets. This asset sensitive position would generally indicate that Vail Banks' net interest income would decrease should interest rates fall and increase should interest rates rise. Changes in the mix of earning assets or supporting liabilities can either increase or decrease the net interest margin without affecting interest rate sensitivity. In addition, the interest rate spread between an asset and its supporting liability can vary significantly while the timing of the repricing for both the asset and the liability remains the same. The table is based on assumptions as to when assets and liabilities will reprice in a changing interest rate environment, and since such assumptions can be no more than estimates, certain assets and liabilities indicated as maturing or otherwise repricing within a stated period may, in fact, mature or reprice at different times and at different volumes than those estimated. Also, the renewal or repricing of certain assets and liabilities can be discretionary and subject to competitive and other pressures. Therefore, the following table does not and cannot necessarily indicate the actual future impact of general interest rate movements on Vail Banks' net interest income. See Item 7A "Quantitative and Qualitative Disclosures About Market Risk" for additional information on interest rate risk faced by the Company.

PART I
	ITEM 1. DESCRIPTION OF BUSINESS
		General	4
		History	5
		Community Banking Philosophy	5
		Growth Strategies	6
		Products and Services	6
		Administration of WestStar	7
		Technology	8
		Competition	8
		Associates	9
		Certain Factors Affecting Forward-Looking Statements	9
		Risk Factors	9
		Supervision and Regulation	12
		Executive Officers of Vail Banks	16
	ITEM 2. PROPERTIES		16
	ITEM 3. LEGAL PROCEEDINGS		16
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		17
PART II
	ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
		Market Information	18
		Holders	18
		Dividends	18
		Recent Sales of Unregistered Securities	19
	ITEM 6. SELECTED FINANCIAL DATA		20
	ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
		Introduction	21
		Financial Overview	22
		Results of Operations	23
		Financial Condition	29
		Related Party Transactions	38
		Liquidity and Interest Rate Sensitivity	38
		Capital Resources	46
		Recent Accounting Pronouncements	48
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
		Quantitative Disclosures About Market Risk	49
		Qualitative Disclosures About Market Risk	51

	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		51
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		51
PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT		53
	ITEM 11. EXECUTIVE COMPENSATION		53
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		53
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		53
	ITEM 14. EXHIBITS, LISTS AND REPORTS ON FORM 8-K		54
FINANCIAL STATEMENTS
		Independent Auditors' Reports	F-1
		Consolidated Balance Sheets	F-3
		Consolidated Statements of Income	F-4
		Consolidated Statements of Shareholders' Equity and Comprehensive Income	F-5
		Consolidated Statements of Cash Flows	F-6
		Notes to Consolidated Financial Statements	F-8
SIGNATURES

(dollars in thousands, except for share data)	2001			2000			1999			1998			1997
EARNINGS
Net interest income	$	28,835		$	27,553		$	24,214		$	13,574		$	9,508
Provision for loan losses		800			1,047			455			—			232
Non-interest income		11,397			8,095			3,970			2,388			1,273
Non-interest expense		29,006			26,225			20,512			13,048			9,787
Net income		6,103			4,956			4,424			1,959			474
Cash earnings(1)		7,764			6,281			5,408			2,256			607
PER SHARE DATA
Basic earnings	$	1.02		$	0.80		$	0.73		$	0.47		$	0.23
Basic cash earnings(1)		1.30			1.01			0.90			0.58			0.29
Diluted earnings		1.00			0.79			0.73			0.47			0.23
Diluted cash earnings(1)		1.27			1.00			0.89			0.58			0.29
Book value per common share at year end		11.03			10.29			9.60			9.00			5.91
Tangible book value per common share at year end		4.62			4.32			5.62			5.20			4.07
Closing market price		10.90			10.38			9.88			12.19			N/A
AT YEAR END
Total assets	$	555,331		$	563,271		$	464,282		$	439,123		$	231,191
Earning assets		454,076			457,970			373,526			353,031			191,708
Loans		391,725			427,136			336,735			269,191			154,913
Allowance for loan losses		4,375			4,440			2,739			2,590			1,364
Non-interest bearing deposits		103,730			99,609			86,991			91,510			56,929
Total deposits		442,350			482,002			372,742			377,572			206,215
Shareholders' equity		63,456			66,430			58,295			54,377			17,868
Shares outstanding		5,754,152			6,456,400			6,069,370			6,040,608			2,250,980
AVERAGE BALANCES
Total assets	$	559,570		$	517,250		$	442,755		$	261,604		$	162,028
Earning assets		460,807			420,421			359,552			218,687			140,837
Loans		410,613			385,672			301,052			170,667			115,179
Non-interest bearing deposits		98,439			89,458			86,377			56,392			40,955
Total deposits		465,194			419,955			374,825			235,201			145,480
Shareholders' equity		63,865			62,268			56,154			22,301			12,783
Weighted average common shares outstanding-Basic		5,965,374			6,205,669			6,040,618			2,691,987			2,100,423
Weighted average common shares outstanding-Diluted		6,111,103			6,290,461			6,091,635			3,361,560			2,153,653
PERFORMANCE
Return on assets		1.09	%		0.96	%		1.00	%		0.75	%		0.29	%
Return on equity		9.56			7.96			7.88			8.78			3.71
Dividend payout ratio		18			15			0.00			0.00			0.00
Cash dividends paid per share	$	0.18		$	0.12		$	0.00		$	0.00		$	0.00
Net interest margin(2)(3)		6.30	%		6.59	%		6.78	%		6.31	%		6.77	%
Efficiency ratio		72			74			73			82			91
Efficiency ratio(1)		68			70			69			80			90
Loan to deposit ratio (at year end)		89			89			90			71			75
ASSET QUALITY (at year end)
Net charge-offs to average loans		0.21	%		0.10	%		0.10	%		0.07	%		0.03	%
Allowance for loan losses to loans		1.12			1.04			0.81			0.96			0.88
Allowance for loan losses to non-performing loans(4)		214.25			263.50			148.62			804.35			1,002.94
Non-performing assets to loan-related assets(5)(6)		0.58			0.42			0.63			0.27			0.09
Risk assets to loan-related assets(6)(7)		0.73			0.42			0.64			0.67			0.14
CAPITAL (at year end)
Equity to assets		11.43	%		11.79	%		12.56	%		12.38	%		7.73	%
Tangible equity to assets		4.79			4.96			7.35			7.15			5.93
Leverage ratio		9.43			5.45			8.05			7.69			7.33
Tier 1		11.73			7.14			10.71			11.42			8.26
Total		13.41			8.25			11.54			12.34			10.15

			2001						2000						1999
(in thousands on a fully taxable equivalent (FTE) basis)			Average Balance		Interest		Average Yield/Rate		Average Balance		Interest		Average Yield/Rate		Average Balance		Interest		Average Yield/Rate
ASSETS
Federal funds sold and other short-term investments			$	15,352	$	622	4.05	%	$	274	$	15	5.47	%	$	18,262	$	854	4.68	%
Investment securities
	Taxable			23,112		1,405	6.08			28,008		1,709	6.10			32,719		1,848	5.65
	Tax exempt(1)			6,518		501	7.69			5,805		405	6.98			7,519		462	6.14
Loans(2)(3)				415,825		39,620	9.53			386,334		41,265	10.68			301,052		32,076	10.65

		TOTAL EARNING ASSETS		460,807		42,148	9.15			420,421		43,394	10.32			359,552		35,240	9.80
Non-earning assets				98,763						96,829						83,203

		TOTAL ASSETS	$	559,570					$	517,250					$	442,755

LIABILITIES
Interest bearing deposits
	Interest bearing transaction accounts		$	271,580	$	5,996	2.21	%	$	237,943	$	8,693	3.65	%	$	202,887	$	6,219	3.07	%
	Certificates of deposit			95,175		4,902	5.15			92,554		4,999	5.40			85,561		4,159	4.86

		TOTAL INTEREST BEARING DEPOSITS		366,755		10,898	2.97			330,497		13,692	4.14			288,448		10,378	3.60
Short-term borrowings				5,711		196	3.43			30,481		2,001	6.56			8,033		476	5.93
Long-term borrowings				295		12	4.07			—		—	0.00			—		—	0.00
Notes payable				—		—	0.00			—		—	0.00			170		14	8.24
Trust preferred				19,882		2,024	10.18			—		—	0.00			—		—	0.00

		TOTAL INTEREST BEARING LIABILITIES		392,643		13,130	3.34			360,978		15,693	4.35			296,651		10,868	3.66
Non-interest bearing demand deposits				98,439						89,458						86,377
Other liabilities				4,623						4,546						3,573

		TOTAL LIABILITIES		495,705						454,982						386,601
SHAREHOLDERS' EQUITY				63,865						62,268						56,154

		TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	559,570					$	517,250					$	442,755

TOTAL DEPOSITS			$	465,194	$	10,898	2.34	%	$	419,955	$	13,692	3.26	%	$	374,825	$	10,378	2.77	%

FTE NET INTEREST INCOME / MARGIN(4)					$	29,018	6.30	%			$	27,701	6.59	%			$	24,372	6.78	%

			2001 over 2000									2000 over 1999
(in thousands)			2001 over 2000									2000 over 1999
(in thousands)			Volume			Yield/Rate			Total			Volume			Yield/Rate			Total
Interest Income
	Federal funds sold and other short-term investments		$	825		$	(218	)	$	607		$	(841	)	$	2		$	(839	)
	Investment securities
		Taxable		(275	)		(29	)		(304	)		(266	)		127			(139	)
		Tax exempt		22			74			96			(105	)		48			(57	)
	Loans			3,150			(4,795	)		(1,645	)		9,086			103			9,189

		Total interest income		3,722			(4,968	)		(1,246	)		7,874			280			8,154

Interest Expense
	Interest bearing transaction accounts			1,229			(3,926	)		(2,697	)		1,075			1,399			2,474
	Certificates of deposit			142			(239	)		(97	)		340			500			840
	Short-term borrowings			(1,626	)		(179	)		(1,805	)		1,330			195			1,525
	Long-term borrowings			12			—			12			—			—			—
	Notes payable			—			—			—			(14	)		—			(14	)
	Trust preferred			2,024			—			2,024			—			—			—

		Total interest expense		1,781			(4,344	)		(2,563	)		2,731			2,094			4,825

Change in net interest income FTE			$	1,941		$	(624	)	$	1,317		$	5,143		$	(1,814	)	$	3,329

(in thousands)		2001		2000		1999
Mortgage broker fees		$	4,075	$	2,595	$	—
Service charges on deposits			3,968		2,879		2,414
Other fee income			1,900		1,323		795
Rental income			1,127		977		565
Other			327		321		196

	Total non-interest income	$	11,397	$	8,095	$	3,970

(in thousands)		2001		2000		1999
Salaries and employee benefits		$	15,388	$	13,848	$	10,121
Occupancy			3,025		2,710		2,188
Furniture and equipment			2,835		2,849		2,182
Amortization of intangible assets			1,661		1,325		984
Retail banking			1,097		774		294
Professional fees			945		821		773
Service fees			774		652		756
Telephone and data communications			640		464		465
Marketing and promotions			494		618		375
Supplies and printing			414		443		463
Postage and freight			329		318		312
Write-off of correspondent bank account transactions			—		139		680
Other			1,404		1,264		919

	Total non-interest expense	$	29,006	$	26,225	$	20,512

		2001				2000				1999
(dollars in thousands)		2001				2000				1999
(dollars in thousands)		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
U.S. Treasury		$	248	$	258	$	498	$	503	$	1,808	$	1,804
Government agencies			6,465		6,634		10,124		10,068		13,664		13,418
State and municipal			2,712		2,723		4,044		4,020		6,128		6,055
Mortgage-backed securities			16,473		16,414		7,462		7,376		8,190		7,806
FHLMC preferred stock			7,004		7,035		—		—		—		—
Trust preferred securities			4,634		4,497		—		—		—		—

	Total debt securities		37,536		37,561		22,128		21,967		29,790		29,083
Federal Home Loan Bank stock			2,050		2,050		2,050		2,050		1,387		1,387
Federal Reserve stock			793		793		793		793		793		793
Other securities			184		184		184		184		183		183

	Total securities available for sale	$	40,563	$	40,588	$	25,155	$	24,994	$	32,153	$	31,446

	Within 1 Year				1 - 5 Years				5 - 10 Years				Over 10 Years				Total
(dollars in thousands)	Within 1 Year				1 - 5 Years				5 - 10 Years				Over 10 Years				Total
(dollars in thousands)	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
U.S. Treasury	$	102	6.04	%	$	156	6.03	%	$	—	—		$	—	—		$	258	6.03	%
Government agencies		1,272	5.85			2,985	5.26			2,057	6.04			320	5.55			6,634	5.63
State and municipal		537	4.10			1,235	4.24			648	5.17			303	4.75			2,723	4.49
Mortgage-backed securities		79	6.62			30	7.04			12	6.80			16,293	5.70			16,414	5.70
Trust preferred securities		—	—			—	—			—	—			4,497	7.99			4,497	7.99
FHLMC preferred stock		—	—			—	—			—	—			7,035	5.65			7,035	5.65

Total and weighted average yield	$	1,990	5.42	%	$	4,406	5.02	%	$	2,717	5.84	%	$	28,448	6.04	%	$	37,561	5.87	%

(in thousands)		Within 1 Year		1 - 5 Years		Over 5 Years		Total
Commercial, industrial and land		$	70,390	$	107,090	$	37,182	$	214,662
Real estate-construction			78,726		11,723		—		90,449
Real estate-mortgage			24,250		37,976		6,672		68,898
Consumer			5,154		11,597		965		17,716

	Total	$	178,520	$	168,386	$	44,819	$	391,725

(dollars in thousands)		2001			2000			1999			1998			1997
Nonaccrual loans		$	1,977		$	1,685		$	1,843		$	322		$	136
Restructured loans			65			—			—			—			—

	Total non-performing loans		2,042			1,685			1,843			322			136
Foreclosed properties			229			129			287			412			—

	Total non-performing assets		2,271			1,814			2,130			734			136
Loans 90 days or more past due and accruing			604			—			11			1,061			78

	Total risk assets	$	2,875		$	1,814		$	2,141		$	1,795		$	214

Non-performing loans to total loans			0.52	%		0.39	%		0.55	%		0.12	%		0.09	%

Non-performing assets to total loans plus foreclosed properties			0.58	%		0.42	%		0.63	%		0.27	%		0.09	%

Non-performing assets to total assets			0.41	%		0.32	%		0.46	%		0.17	%		0.06	%

Risk assets to total loans plus foreclosed properties			0.73	%		0.42	%		0.64	%		0.67	%		0.14	%

(dollars in thousands)			2001			2000			1999			1998			1997
Allowance at beginning of the year			$	4,440		$	2,739		$	2,590		$	1,364		$	823
Charge-offs
	Commercial, industrial and land			337			160			86			23			6
	Real estate-construction			60			—			—			—			—
	Real estate-mortgage			142			3			50			2			—
	Consumer			457			255			245			143			52

		Total charge-offs		996			418			381			168			58
Recoveries
	Commercial, industrial and land			63			2			58			22			17
	Real estate-construction			—			—			—			—			—
	Real estate-mortgage			—			—			—			—			—
	Consumer			68			30			17			26			7

		Total recoveries		131			32			75			48			24

	Net charge-offs			865			386			306			120			34
Provision for loan losses				800			1,047			455			—			232
Allowance acquired through acquisitions				—			1,040			—			1,346			343

Allowance at end of the year			$	4,375		$	4,440		$	2,739		$	2,590		$	1,364

Net charge-offs to average loans outstanding during the period				0.21	%		0.10	%		0.10	%		0.07	%		0.03	%

Provision for loan losses to average loans outstanding during the period				0.19	%		0.27	%		0.15	%		0.00	%		0.20	%

Allowance for loan losses to total loans at year-end				1.12	%		1.04	%		0.81	%		0.96	%		0.88	%

(in thousands)	2001		2000		1999
3 months or less	$	18,736	$	11,630	$	9,290
3 - 6 months		7,677		5,471		6,825
6 - 12 months		11,004		13,383		10,424
Over 12 months		2,465		3,384		1,978

Total	$	39,882	$	33,868	$	28,517

(in thousands)		FHLB Advances			Federal Funds Purchased			Line of Credit			Notes Payable			Total
2001
Balance at December 31,		$	21,100		$	—		$	—		$	—		$	21,100
Average amount outstanding during the year			5,631			90			285			—			6,006
Maximum amount outstanding at any month-end			21,100			0			2,000			—
Weighted average interest rate:
	End of year		3.12	%		0.00	%		0.00	%		0.00	%		3.12	%
	During year		3.12	%		6.79	%		9.00	%		0.00	%		3.45	%

2000
Balance at December 31,		$	—		$	8,410		$	2,000		$	—		$	10,410
Average amount outstanding during the year			20,667			9,705			109			—			30,481
Maximum amount outstanding at any month-end			41,000			17,950			2,000			—
Weighted average interest rate:
	End of year		0.00	%		6.97	%		9.50	%		0.00	%		7.46	%
	During year		6.46	%		6.75	%		9.50	%		0.00	%		6.56	%
1999
Balance at December 31,		$	19,000		$	11,060		$	—		$	—		$	30,060
Average amount outstanding during the year			4,847			3,186			—			170			8,203
Maximum amount outstanding at any month-end			25,000			21,075			—			1,114
Weighted average interest rate:
	End of year		5.92	%		6.00	%		0.00	%		0.00	%		5.95	%
	During year		5.74	%		6.21	%		0.00	%		8.24	%		5.97	%

	Payments Due by Period
(in thousands) Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
FHLB borrowings	$	21,100	$	12,250	$	7,950	$	900	$	—
Trust preferred		24,000		—		—		—		24,000
Operating leases		3,605		815		1,549		782		459

Total Contractual Cash Obligations	$	48,705	$	13,065	$	9,499	$	1,682	$	24,459

		Amount of Commitment Expiration per Period
(in thousands) Other Commercial Commitments (a)		Total Amounts Committed		Less than 1 year		1-3 years		4-5 years		Over 5 years
Federal funds available line		$	37,340	$	37,340	$	—	$	—	$	—
FHLB available line			87,895		87,895		—		—		—
FHLB standby letter of credit			24,000		24,000		—		—		—
Commitments to extend credit			56,231		40,844		12,534		2,853		—
Customer letters of credit			7,167		7,008		159		—		—

	Total Commercial Commitments	$	212,633	$	197,087	$	12,693		2,853	$	—

				Maturing or Repricing
(dollars in thousands)				1 - 90 Days		91 Days to 1 Year			1 Year to 5 Years		Non-Sensitive and Over 5 Years			Total
Assets
	Federal funds sold			$	13,815	$	—		$	—	$	—		$	13,815
	Investment securities				6,308		10,449			18,277		6,552			41,586
	Loans held for sale				6,950		—			—		—			6,950
	Loans				222,563		47,563			103,337		18,262			391,725
	Non-earning assets				—		—			—		101,255			101,255

			Total assets		249,636		58,012			121,614		126,069			555,331
Liabilities and shareholders' equity
	Interest-bearing deposits
		Interest bearing checking*			14,885		22,328			37,214		—			74,427
		Money market and other savings*			144,596		10,005			10,005		—			164,606
		Certificates of deposit			37,966		48,827			12,794		—			99,587

			Total interest bearing deposits		197,447		81,160			60,013		—			338,620
	Short-term borrowings				7,300		4,950			—		—			12,250
	Long-term borrowings				—		—			8,850		—			8,850
	Trust preferred				—		—			—		24,000			24,000
	Non-interest bearing liabilities				—		—			—		107,454			107,454
	Minority interest				—		—			—		701			701
	Shareholders' equity				—		—			—		63,456			63,456

			Total liabilities and shareholders' equity		204,747		86,110			68,863		195,611			555,331
Interest sensitivity gap				$	44,889	$	(28,098	)	$	52,751	$	(69,542	)

Cumulative interest sensitivity gap				$	44,889	$	16,791		$	69,542