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<SEC-DOCUMENT>0000939057-03-000118.txt : 20030415
<SEC-HEADER>0000939057-03-000118.hdr.sgml : 20030415
<ACCEPTANCE-DATETIME>20030415151814
ACCESSION NUMBER:		0000939057-03-000118
CONFORMED SUBMISSION TYPE:	S-4
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20030415

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RIVERVIEW BANCORP INC
		CENTRAL INDEX KEY:			0001041368
		STANDARD INDUSTRIAL CLASSIFICATION:	SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
		IRS NUMBER:				911838969
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-104538
		FILM NUMBER:		03650462

	BUSINESS ADDRESS:	
		STREET 1:		900 WASHINGTON STREET
		STREET 2:		SUITE 900
		CITY:			VANCOUVER
		STATE:			WA
		ZIP:			98660
		BUSINESS PHONE:		360-693-6650

	MAIL ADDRESS:	
		STREET 1:		900 WASHINGTON STREET
		STREET 2:		SUITE 900
		CITY:			VANCOUVER
		STATE:			WA
		ZIP:			98660
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>final-s4.txt
<DESCRIPTION>RIVERVIEW BANCORP, INC. FORM S-4
<TEXT>


   As filed with the Securities and Exchange Commission on April 15, 2003.
                                                       Registration No. 333
- ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ---------------------------------

                                   FORM S-4

                           REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                       ----------------------------------


                            RIVERVIEW BANCORP, INC.
           ------------------------------------------------------
           (Exact Name of Registrant as Specified in Its Charter)

        Washington                       6035                    91-1838969
- ----------------------------     ----------------------     ------------------
(State or Other Jurisdiction  (Primary Standard Industrial  (I.R.S. Employer
Incorporation or Organization  Classification Code Number)   Identification
                                                              Number)

                          900 Washington Street, Suite 900
                             Vancouver, Washington 98660
                                   (360) 693-6650
        -----------------------------------------------------------------
                (Address, Including Zip Code, and Telephone Number,
        Including Area Code, of Registrant's Principal Executive Offices)

                                 Patrick Sheaffer
                        Chairman and Chief Executive Officer
                               Riverview Bancorp, Inc.
                         900 Washington Street, Suite 900
                            Vancouver, Washington 98660

                                    Copies to:
    John F. Breyer, Jr., Esq.                        Gordon E. Crim, Esq.
     Breyer & Associates PC                        Foster Pepper Tooze LLP
 8180 Greensboro Drive, Suite 785              101 SW Main Street, 15th Floor
       McLean, Virginia 22102                       Portland, Oregon 97204
         (703) 883-1100                                (503) 221-1512
 ----------------------------------------------------------------------------
                    (Name, Address, Including Zip Code, and
          Telephone Number, Including Area Code, of Agent For Service)

     Approximate date of commencement of proposed sale to the public:  As soon
as practicable after the effective date of this Registration Statement.
     If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
                                                  ---------
     If this form is a post-effective amendment filed pursuant to rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
                           ---------
                   ------------------------------------------

                        CALCULATION OF REGISTRATION FEE

==============================================================================
Title Of Each
Class of Sec-                 Proposed Maximum   Proposed Maxi-    Amount of
urities to Be   Amount To Be   Offering Price    mum Aggregate    Registration
Registered      Registered(1)  Per Unit(2)       Offering Price      Fee(2)
- -------------   ------------  -----------------  --------------   ------------
Common Stock,
$0.01 par value    521,395         $7.62           $3,973,030        $321
==============================================================================
(1) Represents the estimated maximum number of shares of common stock issuable
by Riverview Bancorp, Inc. upon the consummation of the merger with Today's
Bancorp, Inc. and computed based on the estimated maximum number of shares.
Pursuant to Rule 416, this Registration Statement also covers an indeterminate
number of shares of common stock as may become issuable as a result of stock
splits, stock dividends or similar transactions.
(2) Pursuant to Rule 457(f)(1), the registration fee for the Riverview
Bancorp, Inc. common stock is based on the book value of Today's Bancorp, Inc.
common stock, no par value, on December 31, 2002. Pursuant to Rule 457(f)(3),
the cash portion of the merger consideration to be paid by Riverview Bancorp,
Inc. in connection with the transaction has been deducted from the value of
the securities to be received by Today's Bancorp, Inc. in the transaction.

                   ------------------------------------------


     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section8(a), may determine.

<PAGE>



                              [TODAY'S BANCORP LOGO]

                  MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

     The boards of directors of Riverview Bancorp, Inc. and Today's Bancorp,
Inc. have agreed to a merger of our companies. In the merger, each share of
Today's Bancorp common stock will be converted into either $13.77 in cash or
between 0.8261 and 1.0097 shares of Riverview common stock based on the
closing price during a specified measurement period, subject to adjustment as
determined in accordance with the merger agreement.  On ____________ __, 2003,
the last reported sale price of Riverview common stock was $_______. If this
were the average price over the measurement period, each share of Today's
Bancorp common stock that is exchanged for Riverview common stock would be
converted into ____ shares of Riverview common stock having a value of
$________.  Riverview common stock is listed on The Nasdaq National Market
under the symbol "RSVB".

     You will be able to elect to receive cash or Riverview common stock for
your shares of Today's Bancorp common stock. Regardless of your choice,
however, elections will be limited by the requirement that 45% of the shares
of Today's Bancorp common stock be exchanged for Riverview common stock.
Therefore, the allocation of cash and Riverview common stock that you will
receive will depend on the elections of other Today's Bancorp shareholders.
The federal income tax consequences of the merger to you will depend on
whether you receive cash or stock in exchange for your shares of Today's
Bancorp common stock.

     We cannot complete the merger unless we obtain the necessary government
approvals and unless the shareholders of Today's Bancorp approve the merger
agreement. Today's Bancorp will hold a special meeting of its shareholders on
__________ __, 2003 at _:__ _.m., local time at ___________________________ to
consider and vote on this merger proposal. Whether or not you plan to attend
the meeting, please take the time to vote by completing and mailing the
enclosed proxy card to us. If you sign, date and mail your proxy card without
indicating how you want to vote, your proxy will be counted as a vote FOR the
merger and the transactions contemplated by the merger agreement. If you do
not return your proxy card, or if you do not instruct your broker how to vote
any shares held for you in "street name," the effect will be a vote against
the merger.

     This document contains a more complete description of the shareholders'
meeting, the terms of the merger and the procedures for electing to receive
stock or cash. This document also contains information regarding the business
of Riverview and Today's Bancorp. In particular, see "Risk Factors" beginning
on page ___.  Please review this entire document carefully.

     Your board of directors believes that the merger is in your best
interest, and recommends that you vote in favor of the merger.


                                      Dan Heine
                                      President and Chief Executive Officer
                                      Today's Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities to be issued under
this proxy statement-prospectus or determined if this proxy statement-
prospectus is accurate or adequate. Any representation to the contrary is a
criminal offense. The securities we are offering through this document are not
savings or deposit accounts or other obligations of any bank or non-bank
subsidiary of either of our companies, and they are not insured by the Federal
Deposit Insurance Corporation, the Savings Association Insurance Fund, the
Bank Insurance Fund or any other governmental agency.

No person has been authorized to give any information or to make any
representations other than those contained here.  All information concerning
Riverview has been furnished by Riverview and all information contained herein
concerning Today's Bancorp has been furnished by Today's Bancorp.  Riverview
has represented and warranted to Today's Bancorp, and Today's Bancorp has
represented and warranted to Riverview, that the particular information each
has provided is true and complete.

               Proxy Statement-Prospectus dated __________ __, 2003
        and first mailed to shareholders on or about ___________ __, 2003

<PAGE>



     This document incorporates important business and financial information
about Riverview from documents filed with the Securities and Exchange
Commission that have not been included in or delivered with this document.
You may read and copy these documents at the SEC's public reference
facilities. Please call the SEC at 1-800-SEC- 0330 for information about these
facilities. This information is also available at the Internet site the SEC
maintains at http://www.sec.gov. See "Where You Can Find More Information" on
page ________.

     You also may request copies of these documents from Riverview. Riverview
will provide you with copies of these documents, without charge, upon written
or oral request to:

                             Riverview Bancorp, Inc.
                             900 Washington Street, Suite 900
                             Vancouver, Washington  98660
                             Attention: Phyllis Kreibich, Corporate Secretary
                             Telephone:  (360) 693-6650

     In order to receive timely delivery of the documents in advance of
Today's Bancorp's special meeting of shareholders, you should make your
request no later than __________ _____, 2003.

<PAGE>



                               TODAY'S BANCORP, INC.
                       204 SE Park Plaza Drive, Number 109
                            Vancouver, Washington 98668
                                 (360) 258-6329

- ------------------------------------------------------------------------------
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                       To Be Held On        , 2003
                                     -------
- ------------------------------------------------------------------------------

     A special meeting of shareholders of Today's Bancorp, Inc. will be held
at         on      , 2003, at  :  .m., local time, for the following purposes:
  ---------   -----           -  -

     1.   To consider and vote upon a proposal to approve the Agreement and
          Plan of Merger, dated as of February 5, 2003, by and  between
          Riverview Bancorp, Inc., Riverview Community Bank and Today's
          Bancorp, Inc. and Today's Bank, pursuant to which Today's Bancorp
          will merge with and into Riverview and each share of common stock,
          no par value, of Today's Bancorp will be converted into the right to
          receive, at the election of the holder, either shares of common
          stock, par value $.01 per share, of Riverview or cash, all on and
          subject to the terms and conditions contained therein; and

     2.   To transact any other business as may properly come before the
          meeting or any adjournment or postponement.

     Only shareholders of record at the close of business on _____________ __,
2003 will be entitled to notice of and to vote at the meeting and at any
adjournment or postponement.

     Today's Bancorp shareholders have the right to dissent from the merger
and obtain payment in cash of the fair value of their shares of Today's
Bancorp common stock under applicable provisions of Washington law. In order
to perfect dissenters' rights, Today's Bancorp shareholders must file a
written objection to the merger with Today's Bancorp before the taking of the
vote on the merger at the special meeting and must not vote in favor of the
merger.  A copy of the applicable Washington statutory provisions is included
as Appendix C to the accompanying proxy statement-prospectus and a summary of
the provisions can be found under the caption "The Merger--Rights of
Dissenting Shareholders."

                                      By Order of the Board of Directors




                                      Dan Heine
                                      President and Chief Executive Officer

Vancouver, Washington
            , 2003
- --------- --

     The board of directors unanimously recommends that you vote "FOR" the
proposal to approve the merger agreement. Whether or not you plan to attend
the meeting, please complete, sign, date and return the enclosed proxy in the
accompanying pre-addressed postage-paid envelope.

- ------------------------------------------------------------------------------
Important:  The prompt return of proxies will save Today's Bancorp the expense
of further requests for proxies to ensure a quorum at the special meeting.
Please complete, sign and date the enclosed proxy and promptly mail it in the
enclosed return envelope.  You may revoke your proxy in the manner described
in the proxy statement-prospectus at any time before it is exercised.
- ------------------------------------------------------------------------------

         Please do not send in any stock certificates at this time.
<PAGE>

                               TABLE OF CONTENTS

                                                                       Page

Questions and Answers about the Merger.............................

Summary............................................................

Risk Factors.......................................................

Comparative Per Share Data.........................................

Selected Historical Financial Information..........................
  Selected Historical Financial Information for Riverview..........
  Selected Historical Financial Information for Today's Bancorp....

Summary Selected Pro Forma Combined Data...........................

Market Price And Dividend Information..............................

Special Meeting of Today's Bancorp Shareholders....................
  Place, Date and Time.............................................
  Purpose of the Meeting...........................................
  Who Can Vote at the Meeting; Record Date.........................
  Quorum and Vote Required.........................................
  Shares Held by Today's Bancorp Officers and Directors and by
   Riverview.......................................................
  Voting by Proxy..................................................
  Revocability of Proxies..........................................
  Solicitation of Proxies..........................................

Ownership of Today's Bancorp Common Stock..........................

The Merger.........................................................
  The Parties to the Merger........................................
  Form of the Merger...............................................
  Conversion of Today's Bancorp Common Stock.......................
  Cash or Stock Election...........................................
  Election Procedures; Surrender of Stock Certificates.............
  Material Federal Income Tax Consequences of the Merger...........
  Background of the Merger.........................................
  Recommendation of the Today's Bancorp Board; Today's Bancorp's
   Reasons for the Merger..........................................
  Opinion of Today's Bancorp's Financial Advisor...................
  Rights of Dissenting Shareholders................................
  Interests of Our Directors and Officers in the Merger that
   Differ From Your Interests......................................
  Regulatory Approvals Needed to Complete the Merger...............
  Accounting Treatment of the Merger...............................
  Resale of Riverview Common Stock.................................

The Merger Agreement...............................................
  Terms of the Merger..............................................
  When Will the Merger be Completed................................
  Conditions to Completing the Merger..............................
  Conduct of Business Before the Merger............................

                                      (i)

<PAGE>



  Covenants of Today's Bancorp and Riverview in the Merger
   Agreement.......................................................
  Representations and Warranties Made by Riverview, Riverview
   Community Bank and Today's Bancorp and Today's Bank in the
   Merger Agreement................................................
  Terminating the Merger Agreement.................................
  Termination Fee..................................................
  Expenses.........................................................
  Changing the Terms of the Merger Agreement.......................

Pro Forma Financial Information....................................

A Warning About Forward-Looking Statements.........................

Description of Riverview Common Stock..............................
  General..........................................................
  Common Stock.....................................................
  Preferred Stock..................................................

Comparison of Rights of Shareholders...............................
  Authorized Stock.................................................
  Voting Rights....................................................
  Required Vote for Authorization of Certain Actions...............
  Dividends........................................................
  Shareholders' Meetings...........................................
  Action by Shareholders Without a Meeting.........................
  Board of Directors...............................................
  Amendment of the Bylaws..........................................
  Amendment of the Articles of Incorporation.......................

Selected Provisions in the Articles of Incorporation and Bylaws
 of Riverview......................................................
  Business Combinations with Related Persons.......................
  Limitation on Voting Rights......................................
  Board of Directors...............................................
  Special Meetings of Shareholders.................................
  Advance Notice Provisions for Shareholder Nominations and
   Proposals.......................................................
  Preferred Stock..................................................
  Amendment of Articles of Incorporation...........................

Legal Matters......................................................

Experts............................................................

Where You Can Find More Information................................

APPENDIX A   Agreement and Plan of Merger, dated as of February 5, 2003, by
             and between Riverview Bancorp, Inc., Riverview Community Bank,
             Today's Bancorp, Inc. and Today's Bank

APPENDIX B   Fairness Opinion of Capital Market Securities, Inc.

APPENDIX C   Chapter 13 of the Washington Business Corporation Act

APPENDIX D   Financial and Business  Information for Today's Bancorp, Inc.

APPENDIX E   Riverview Bancorp, Inc. 2002 Annual Report to Shareholders on
             Form 10-K, Quarterly Report for the Quarter Ended December 31,
             2002 on Form 10-Q and Current Report on Form 8-K dated April 2,
             2003

                                      (ii)

<PAGE>



                    QUESTIONS AND ANSWERS ABOUT THE MERGER

Q.  What am I being asked to vote on and how does my board recommend that I
    vote?

A.  You are being asked to vote FOR the approval of the Agreement and Plan of
    Merger dated as of February 5, 2003 providing for the merger of Today's
    Bancorp with and into Riverview. After the merger Today's Bancorp will
    cease to exist and Riverview will continue as the surviving corporation.
    The Today's Bancorp board of directors has determined that the proposed
    merger is in the best interests of Today's Bancorp shareholders, has
    approved the merger agreement and recommends that Today's Bancorp
    shareholders vote FOR the approval of the merger agreement.

Q.  What vote is required to approve the merger agreement?

A.  The approval of the merger agreement requires the affirmative vote of the
    holders of a majority of the shares of Today's Bancorp common stock
    present at the shareholders meeting to approve it.

Q.  What will I receive in the merger?

A.  At the date of the merger, Riverview will exchange approximately _____
    shares of its common stock (based on the current price of a share of
    Riverview common stock of $_____) and $8,689,928 in cash for all the
    outstanding shares of Today's Bancorp common stock,  subject to the
    overall proportional cash limitations imposed by the Internal Revenue Code
    in order for the merger to be tax-free. The merger agreement provides that
    45% of the Today's Bancorp common stock will be converted into Riverview
    common stock and 55% of the Today's Bancorp common stock will be converted
    into cash.  Therefore, the form of consideration you receive will depend
    in part on the elections of other Today's Bancorp shareholders.

    Under the merger agreement, at your election, each share of Today's
    Bancorp common stock you own will be exchanged for either shares of
    Riverview common stock or cash. You may elect either of these options
    and we have assumed in this analysis that currently issued warrants and
    options to purchase Today's Bancorp common stock are not exercised.

    If you elect to receive cash you will receive $13.77 per share.

    If you elect to receive stock you will receive between 0.8261 and 1.0097
    shares of Riverview common stock for each share of Today's Bancorp common
    stock that you hold at the time of the merger, depending on the average
    market price of Riverview common stock during a specified period of twenty
    days.  If the average price is $13.64 per share or less, you will receive
    1.0097 shares for each share of Today's Bancorp common stock that you own.
    If this average price exceeds $16.66 per share you will receive .8261
    shares of Riverview common stock.  If this average price is greater than
    $13.64 but less than $16.66, you will receive a number of shares of
    Riverview common stock between 0.8344 and 1.0013.

    If the average price per share is less than $11.18, Today's Bancorp may
    terminate the transaction unless Riverview increases the total amount paid
    to the Today's Bancorp shareholders so that a Today's Bancorp shareholder
    who receives shares of Riverview common stock in the merger will receive
    shares having an average trading value of at least $12.24 for each share
    of Today's Bancorp common stock.

    The per share amount of cash or stock to be received by each Today's
    Bancorp shareholder in the merger is based on the number of shares of
    Today's Bancorp common stock that was issued as of February 5, 2003.
    If holders of Today's Bancorp stock options or warrants exercise their
    right, prior to the closing of the merger, to purchase Today's Bancorp
    common stock, the number of issued shares of Today's Bancorp common stock
    will increase and the per share amount of cash or stock to be received by
    each Today's Bancorp shareholder will decline.

    Holders of stock options and warrants to purchase Today's Bancorp common
    stock that have been issued by Today's Bancorp and are outstanding on the
    closing of the merger will receive the difference between

                                      1

<PAGE>



    $13.77 and the exercise price of the warrant or stock option (assuming no
    Today's Bancorp stock options or warrants are exercised prior to the
    closing of the merger).

    Riverview will not issue fractional shares in the merger. Instead, you
    will receive a cash payment, without interest, for the value of any
    fraction of a share of Riverview common stock that you would otherwise be
    entitled to receive.

Q.  How do I elect to receive cash or stock for my Today's Bancorp stock?

A.  A form for making an election will be sent to you separately after this
    proxy statement-prospectus is mailed. For your election to be effective,
    your properly completed election form, along with your Today's Bancorp
    stock certificates or an appropriate guarantee of delivery, must be sent
    to and received by U.S. Stock Transfer, the exchange agent, on or before
    5:00 p.m., Pacific time, on ____________ __, 2003. Do not send your
    election form together with your proxy card. Instead, use the separate
    envelope specifically provided for the election form and your stock
    certificates. If you do not make a timely election you will be allocated
    Riverview common stock or cash depending on the elections made by other
    shareholders.

Q.  How do I exchange my Today's Bancorp stock certificates?

A.  If you make an election, you must return your Today's Bancorp stock
    certificates or an appropriate guarantee of delivery with your election
    form. Shortly after the merger, the exchange agent will allocate cash and
    Riverview common stock among Today's Bancorp shareholders, consistent with
    their elections and the allocation and proration procedures in the merger
    agreement. If you do not submit an election form, you will receive
    instructions on where to surrender your Today's Bancorp stock certificates
    from the exchange agent after the merger is completed. In any event, you
    should not forward your Today's Bancorp stock certificates with your proxy
    card.

Q.  What should I do now?

A.  After you have read this document, please indicate on your proxy card how
    you want to vote. Sign and mail the proxy card in the enclosed postage
    prepaid envelope as soon as possible, so that your shares will be
    represented at the special meeting.

Q.  If my shares are held in "street name" by my broker, bank or nominee, will
    my broker, bank or nominee automatically vote my shares for me?

A.  No. Your broker, bank or nominee will not be able to vote your shares of
    Today's Bancorp common stock unless you provide instructions on how to
    vote. You should instruct your broker, bank or nominee how to vote your
    shares by following the procedures your broker provides. If you do not
    provide instructions to your broker, bank or nominee, your shares will not
    be voted, and this will have the effect of voting against adoption of the
    merger agreement. Please check the voting form used by your broker, bank
    or nominee to see if it offers telephone or internet voting.

Q.  Who can help answer my questions?

    If you want additional copies of this document, or if you want to ask any
    questions about the merger, you should contact

                                   Dan Heine
                                   President and Chief Executive Officer
                                   Today's Bancorp, Inc.
                                   204 SE Park Plaza Drive, Number 109
                                   Vancouver, Washington 98668
                                   (360) 258-6329

                                      2

<PAGE>


                                  SUMMARY

     This summary, which does not contain all of the information that is
important to you, highlights selected information from this proxy
statement-prospectus and documents incorporated herein by reference. You
should carefully read this entire document and the other documents, including
the merger agreement, which accompany this document to fully understand the
merger. See "Where You Can Find More Information."

                               The Companies

Riverview Bancorp, Inc.              Riverview is the savings and loan holding
900 Washington Street, Suite 900     company for  Riverview Community Bank.
Vancouver, Washington 98660          Riverview Community Bank has 12 full-
(360) 693-6650                       service offices located in Camas,
                                     Washougal, Stevenson, White Salmon,
                                     Battle Ground, Vancouver, Goldendale and
                                     Longview, Washington.  At December 31,
                                     2002, Riverview had assets of $422
                                     million, total net loans of $306 million,
                                     deposits of $314 million and
                                     shareholders' equity of $54 million.

                                     For financial statements and a discussion
                                     of Riverview's recent results of
                                     operations, see Riverview's 2002 annual
                                     report to shareholders, Quarterly Report
                                     on Form 10-Q for the quarter ended
                                     December 31, 2002 and its Current Report
                                     on Form 8-K dated April 3, 2003, all of
                                     which accompany this proxy statement-
                                     prospectus in Appendix E.

Today's Bancorp, Inc.                Today's Bancorp is a bank holding company
204 SE Park Plaza Drive, Number 109  for Today's Bank and is  headquartered in
Vancouver, Washington 98669          Vancouver, Washington.  Today's Bank has
(360) 258-6329                       two full-service branches, a commercial
                                     banking center and two mobile branches,
                                     all located in Vancouver, Washington. At
                                     December 31, 2002, Today's Bancorp had
                                     assets of $122 million, net loans of $91
                                     million, deposits of $112 million and
                                     shareholders' equity of $9 million.

                                     See Appendix D for financial statements
                                     and a discussion of Today's Bancorp's
                                     recent results of operations.

                           The Special Meeting

Place, Date and Time (page_)         A special meeting of shareholders of
                                     Today's Bancorp will be held at
                                     __________________ on  __________
                                     ___, 2003 at _:__ _.m., local time.

Purpose of the Meeting (page ___)    At the special meeting, Today's Bancorp
                                     shareholders will be asked to approve the
                                     merger agreement with Riverview and to
                                     transact any other business that may
                                     properly come before the meeting.

                                      3

<PAGE>



Who Can Vote at the Meeting (page __)You can vote at the special meeting of
                                     Today's Bancorp shareholders if you owned
                                     Today's Bancorp common stock at the close
                                     of business on ______________, 2003. You
                                     will be able to cast one vote for each
                                     share of Today's Bancorp common stock
                                     you owned at that time. As of ___________
                                     __, 2003, there were _______ shares of
                                     Today's Bancorp common stock outstanding.


What Vote is Required for Approval   In order to approve the merger agreement,
of the Merger Agreement (page __)    the holders of at least a majority of the
                                     outstanding shares of Today's Bancorp
                                     common stock must vote in its favor.
                                     Therefore, an abstention will count as a
                                     vote against the merger.  You can vote
                                     your shares by attending the special
                                     meeting and voting in person or by
                                     completing and mailing the enclosed
                                     proxy card. As of _________ __, 2003,
                                     directors and executive officers of
                                     Today's Bancorp owned approximately 48%
                                     of the outstanding common stock of
                                     Today's Bancorp.

                               The Merger

Overview of the Transaction (page __)We propose a business combination in
                                     which Today's Bancorp will merge with
                                     Riverview. Riverview will be the
                                     surviving corporation in the merger.

Each Today's Bancorp Share Will Be   As a Today's Bancorp shareholder, upon
Exchange for Either Shares of        the closing of the merger, each of your
Riverview or $13.77 Cash (page __)   shares of Today's Bancorp common stock
                                     will automatically be converted into the
                                     right to receive either shares of
                                     Riverview common stock or cash.  You may
                                     elect either of these options.

                                     The number of shares of Riverview common
                                     stock to be exchanged for each share of
                                     Today's Bancorp common stock will be
                                     based on the average closing price of
                                     Riverview common stock over a twenty day
                                     trading period shortly before the closing
                                     of the merger as follows:

                                     If the average
                                     closing price of
                                     Riverview
                                     common stock
                                     during the         then Today's Bancorp
                                     measurement        shareholders will
                                     period is:         receive:

                                     * $13.64 or less   * 1.0097 shares of
                                                          Riverview common
                                                          stock for each share
                                                          Today's Bancorp
                                                          common stock.

                                      4

<PAGE>




                                     * between $13.65   * The number of shares
                                       and $16.66         determine by
                                                          dividing $13.77 by
                                                          the average closing
                                                          price of Riverview
                                                          common stock during
                                                          the measurement
                                                          period or between
                                                          .8344 and 1.0013
                                                          shares of Riverview
                                                          common stock.

                                     * $16.67 or more   * .8261 shares of
                                                          Riverview common
                                                          stock for each share
                                                          of Today's Bancorp
                                                          common stock.

                                     If the average closing price per share is
                                     less than $11.18, Today's Bancorp may
                                     terminate the merger unless Riverview
                                     increases the total amount paid to the
                                     Today's Bancorp shareholders who receive
                                     Riverview common stock to $6,319,947 or
                                     $12.24 per share.

                                     On _____________ __, 2003, Riverview
                                     common stock closed at $_______ per share
                                     on The Nasdaq National Market. If this
                                     were the average closing price of
                                     Riverview common stock during the
                                     measurement period, then, because the
                                     price is more than $_____, Today's
                                     Bancorp shareholders who receive
                                     Riverview common stock would receive ____
                                     shares of Riverview common stock for each
                                     share of Today's Bancorp common stock
                                     that they own.

                                     If you elect to receive cash you will
                                     receive $13.77 per share.

                                     The per share amount of cash or stock to
                                     be received by each Today's Bancorp
                                     shareholder in the merger is based on the
                                     number of shares of Today's Bancorp
                                     common stock that was issued as of
                                     February 5, 2003.  If holders of Today's
                                     Bancorp stock options or warrants
                                     exercise their right, prior to the
                                     closing of the merger, to purchase
                                     Today's Bancorp common stock, the number
                                     of issued shares of Today's Bancorp
                                     common stock will increase and the per
                                     share amount of cash or stock to be
                                     received by each Today's Bancorp
                                     shareholder will decline.

                                     The amount of cash or stock that you
                                     receive may also differ from the amounts
                                     that you elect due to the allocation and
                                     proration procedures in the merger
                                     agreement. The merger agreement provides
                                     that 45% of the Today's Bancorp common
                                     stock will be converted into Riverview
                                     common stock and 55% of

                                      5

<PAGE>



                                     the Today's Bancorp common stock will be
                                     converted into cash. Because the tax
                                     consequences of receiving cash will
                                     differ from the tax consequences of
                                     receiving stock, you should carefully
                                     read the tax information beginning on
                                     page ________.

Stock Options and Warrants           Holders of stock options and warrants to
                                     purchase Today's Bancorp common stock
                                     that have been issued by Today's Bancorp
                                     and are outstanding on the closing of the
                                     merger will receive the difference
                                     between $13.77 and the exercise price of
                                     the warrant or stock option (assuming no
                                     Today's Bancorp stock options or warrants
                                     are exercised prior to the closing of the
                                     merger).

How to Elect to Receive Cash or      The exchange agent or, if your Today's
Stock and Exchange Your Today's      Bancorp common stock is held in "street
Bancorp Stock Certificates (page __) name," your broker, bank or nominee, will
                                     send you a form for making the election
                                     after the date this proxy statement-
                                     prospectus is  being mailed. The election
                                     form allows you to elect to receive cash
                                     or Riverview common stock, or to make no
                                     election.

                                     For your election to be effective, you
                                     must return your properly completed
                                     election form, along with your Today's
                                     Bancorp stock certificates or an
                                     appropriate guarantee of delivery to:

                                           U. S. Stock Transfer
                                           1745 Gardena Avenue
                                           Glendale, California 91204

                                     on or before 5:00 p.m., Pacific time, on
                                     _________ __, 2003. U.S. Stock Transfer
                                     will act as exchange agent in the merger
                                     and in that role will process the
                                     exchange of Today's Bancorp stock
                                     certificates for either cash or Riverview
                                     common stock.  Shortly after the merger,
                                     the exchange agent will allocate cash and
                                     Riverview common stock among Today's
                                     Bancorp shareholders, consistent with
                                     their elections and the allocation and
                                     proration procedures in the merger
                                     agreement. If you do not submit an
                                     election form, you will receive
                                     instructions on where to surrender your
                                     Today's Bancorp stock certificates from
                                     the exchange agent after the merger is
                                     completed. In any event, you should not
                                     forward your Today's Bancorp stock
                                     certificates with your proxy card.

                                     If you have a preference for receiving
                                     either Riverview stock or cash for your
                                     Today's Bancorp stock, you should
                                     complete and return the election form. If
                                     you do  not make an election you will be
                                     allocated Riverview common stock or cash
                                     depending on the elections made by other
                                     Today's Bancorp shareholders.  Please

                                      6

<PAGE>



                                     remember, however, that even if you do
                                     make an election, you might not receive
                                     the amount of cash or stock that you
                                     elect due to the requirement that exactly
                                     45% of the shares of Today's Bancorp
                                     common stock be exchanged for Riverview
                                     common stock and the requirements of the
                                     Internal Revenue Code for the receipt of
                                     the shares to be tax free.

                                     We make no recommendation as to whether
                                     you should elect to receive cash or stock
                                     in the merger.  You must make your own
                                     decision with respect to your election.

Market Prices and Share Information  The following table shows the closing
page __)                             price per share of Riverview common stock
                                     and the equivalent per share price for
                                     Today's Bancorp common stock assuming a
                                     shareholder receives only Riverview
                                     common stock in exchange for his or her
                                     Today's Bancorp common stock and giving
                                     effect to the merger on (1) February 5,
                                     2003, which is the last day on which
                                     Riverview common stock traded preceding
                                     the public announcement of the proposed
                                     merger; and (2)___________ __, 2003,
                                     which is the last practicable trading day
                                     before the printing of this document. The
                                     equivalent per share price of Today's
                                     Bancorp common stock was computed by
                                     multiplying the price of Riverview common
                                     stock by the exchange ratio that would be
                                     used if the average closing price of
                                     Riverview common stock during the
                                     measurement period used to calculate the
                                     exchange ratio were equal to the closing
                                     price of Riverview common stock on the
                                     date indicated.

                                                                  Equivalent
                                                                   Price Per
                                                       Riverview   Share of
                                                        Common      Today's
                                                        Stock    Bancorp Stock
                                                       --------  -------------
                                     February 5, 2003   $15.41       $13.77
                                     __________, 2003

Tax Consequences of the Merger       Your federal income tax treatment will
(page __)                            depend primarily on whether you exchange
                                     your Today's Bancorp common stock for
                                     Riverview common stock or for cash. If
                                     you exchange your Today's Bancorp shares
                                     for Riverview common stock, you should
                                     not recognize gain or loss except with
                                     respect to the cash you receive instead
                                     of a fractional share. If you exchange
                                     your Today's Bancorp shares for cash, you
                                     should recognize capital gain or loss on
                                     the exchange.  The actual federal income
                                     tax consequences to you of

                                      7

<PAGE>



                                     electing to receive cash or Riverview
                                     common stock will not be ascertainable at
                                     the time you make your election because
                                     we will not know at that time if, or to
                                     what extent, the allocation and proration
                                     procedures will apply.

                                     This tax treatment may not apply to all
                                     Today's Bancorp shareholders. Determining
                                     the actual tax consequences of the merger
                                     to you can be complicated.  You should
                                     consult your own tax advisor for a full
                                     understanding of the merger's tax
                                     consequences that are particular to you.

                                     We will not be obligated to complete the
                                     merger unless we each receive a legal
                                     opinion, dated the closing date, that the
                                     merger will be treated as a transaction
                                     of a  type that is generally tax-free to
                                     Riverview and Today's Bancorp for U.S.
                                     federal income tax purposes. In that
                                     case, the U.S. federal income tax
                                     treatment of the merger will be as we
                                     have described it above. This opinion,
                                     however, will not bind the Internal
                                     Revenue Service and, thus, the tax
                                     consequences could be different than set
                                     forth in the opinion.

Today's Bancorp's Board of Directors Today's Bancorp's board of directors
Recommends That Shareholders Approve believes that the merger is fair and in
the Merger (page __)                 the shareholders' best interests, and
                                     unanimously recommends that you vote
                                     "FOR" the proposal to approve the merger
                                     agreement.

                                     For a discussion of the circumstances
                                     surrounding the merger and the factors
                                     considered by Today's Bancorp's board of
                                     directors in approving the merger
                                     agreement see page _______.

Today's Bancorp's Financial Advisor  Capital Market Securities, Inc. has
Believes the Merger Consideration    delivered to Today's Bancorp's board of
Is Fair to Shareholders (page __)    directors its opinion that, as of
                                     February 3, 3003, the merger
                                     consideration is fair to the holders of
                                     Today's Bancorp common stock from a
                                     financial point of view. A copy of this
                                     opinion is provided as Appendix B to this
                                     document. You should read this opinion
                                     and the description of it in this proxy
                                     statement-prospectus completely to
                                     understand the procedures followed,
                                     assumptions made, matters considered, and
                                     qualifications and limitations on the
                                     review made by Capital Market Securities
                                     in providing this opinion.  Today's
                                     Bancorp has agreed to pay Capital Market
                                     Securities approximately $187,000 for its
                                     services in connection with the merger.

                                      8

<PAGE>



You Have Dissenters' Rights in the   Washington law provides you with
Merger (page __)                     dissenters' appraisal rights in the
                                     merger. This means that if you are not
                                     satisfied with the amount you are
                                     receiving in the merger, you are legally
                                     entitled to receive payment in cash of
                                     the fair value of your shares, excluding
                                     any appreciation in value that results
                                     from the merger. To exercise your
                                     dissenters' rights you must deliver
                                     written notice of your intent to demand
                                     payment for your shares to Today's
                                     Bancorp at or before the special meeting
                                     of Today's Bancorp shareholders and you
                                     must not vote in favor of the merger.
                                     Notices should be addressed to Today's
                                     Bancorp's Corporate Secretary and sent to
                                     Today's Bancorp at 204 SE Park Plaza
                                     Drive, Number 109, Vancouver, Washington
                                     98668. Your failure to follow exactly the
                                     procedures specified under Washington law
                                     will result in the loss of your
                                     dissenters' rights. A copy of the
                                     dissenters' rights provisions of
                                     Washington law is provided as Appendix C
                                     to this document.

Interests of Today's Bancorp's       Some of Today's Bancorp's directors and
Officers in the Merger That Differ   officers have interests in the merger
From Your Interests (page __)        that are different from, or are in
                                     addition to, their interests as
                                     shareholders in Today's Bancorp. The
                                     members of Today's Bancorp's board of
                                     directors knew about these additional
                                     interests, and considered them, when they
                                     approved the merger.  These include:

                                     * a $371,000 severance payment to Dan
                                       Heine, President and Chief Executive
                                       Officer of Today's Bancorp, under a
                                       change of control agreement that
                                       was entered between Mr. Heine and
                                       Today's Bancorp on October 22, 2002;

                                     * retention agreements between Riverview
                                       and Dennis Hall, Richard High and Ray
                                       Sprung, which were signed on January
                                       30, 2003, include noncompete provisions
                                       that are immediately effective, with
                                       the other provisions of the agreements
                                       becoming effective upon completion of
                                       the merger; and

                                     * provisions in the merger agreement
                                       relating to insurance for directors and
                                       officers of Today's Bancorp for events
                                       occurring before the merger.

                                     * directors and executive officers of
                                       Today's Bancorp have stock options to
                                       purchase ___ shares of Today's Bancorp
                                       common stock.  Holders of stock options
                                       will receive the difference between
                                       $13.77 (assuming no Today's Bancorp
                                       stock options or warrants are exercised
                                       prior to the closing of the merger)
                                       and the exercise price of the stock
                                       options.

                                     9

<PAGE>















Regulatory Approval Needed to        We cannot complete the merger unless it
Complete the Merger (page __)        is first approved by the Office of Thrift
                                     Supervision and the Washington Department
                                     of Financial Institutions.  Riverview has
                                     filed the required application with the
                                     Office of Thrift Supervision and the
                                     Washington Department of Financial
                                     Institutions. As of the date of this
                                     document, we have not received the
                                     approval of the Office of Thrift
                                     Supervision or the Washington Department
                                     of Financial Institutions. While we do
                                     not know of any reason why we would not
                                     be able to obtain these approvals in a
                                     timely manner, we cannot be certain when
                                     or if we will receive them.

Purchase Accounting Treatment        Riverview will account for the merger
(page __)                            using the purchase method of accounting.
                                     Under this method of accounting,
                                     Riverview will record the fair market
                                     value of Today's Bancorp's assets and
                                     liabilities on its financial statements.
                                     The difference between the purchase price
                                     paid by Riverview and the fair market
                                     value of Today's Bancorp's tangible and
                                     identifiable intangible assets net of its
                                     liabilities will be recorded on
                                     Riverview's books as "goodwill."

                          The Merger Agreement

     A copy of the merger agreement is provided as Appendix A to this proxy
statement-prospectus. Please read the entire merger agreement carefully. It is
the legal document that governs the merger.

Conditions to Completing the         The completion of the merger depends on a
Merger (page __)                     number of conditions  being met.  These
                                     conditions include:

                                     * approval of the merger agreement by
                                       Today's Bancorp's shareholders;

                                     * approval of the merger by regulatory
                                       authorities;

                                     * receipt of a tax opinion that the
                                       merger qualifies as a tax-free
                                       reorganization; and

                                     * the continued accuracy of certain
                                       representations and warranties made on
                                       the date of the merger agreement.

                                     We cannot be certain when or if the
                                     conditions to the merger will be
                                     satisfied or waived, or that the merger
                                     will be completed.

                                     10

<PAGE>



Terminating the Merger Agreement     Riverview and Today's Bancorp can agree
(page __)                            at any time not to complete the merger,
                                     even if Today's Bancorp's shareholders
                                     have approved it. Also, either of us can
                                     decide, without the consent of the other,
                                     to terminate the merger agreement if:

                                     * the shareholders of Today's Bancorp do
                                       not approve the merger;

                                     * a required regulatory approval is
                                       denied or a governmental authority
                                       blocks the merger;

                                     * we do not complete the merger by
                                       September 30, 2003; or

                                     * the other party makes a
                                       misrepresentation, breaches a warranty
                                       or fails to satisfy or fulfill a
                                       covenant that would have a material
                                       adverse effect on the party seeking to
                                       terminate the merger agreement.

                                     * Riverview may terminate the merger
                                       agreement if Today's Bancorp enters any
                                       agreement to be acquired; or enters
                                       into a supervisory agreement with any
                                       bank regulatory agency or has any claim
                                       or action concerning federal or state
                                       securities law against it or its
                                       officers and directors for their
                                       services as officers and directors.

Termination Fee (page __)            Today's Bancorp must pay Riverview a
                                     termination fee of $850,000 if within 18
                                     months after the merger agreement is
                                     terminated any of the following occurs:

                                     * a person acquires over 25% of Today's
                                       Bancorp common stock;

                                     * Today's Bancorp enters into or
                                       recommends to Today's Bancorp
                                       shareholders a merger agreement with
                                       someone other than Riverview

                                     * an acquisition proposal is made to
                                       Today's Bancorp and after the proposal
                                       is made

                                          * Today's Bancorp or Today's Bank
                                            breaches the merger agreement and
                                            the breach entitles Riverview to
                                            terminate the merger agreement,

                                          * Today's Bancorp shareholders fail
                                            to approve the merger agreement at
                                            the special meeting of Today's
                                            Bancorp shareholders,

                                      11

<PAGE>



                                          * the special meeting is cancelled
                                            without the fault of Riverview, or
                                            the Today's Bancorp board of
                                            directors withdraws or modifies in
                                            a manner adverse to Riverview its
                                            recommendation to shareholders to
                                            approve the merger agreement.

                                     Today's Bancorp will not be required to
                                     pay the termination fee if, prior to the
                                     occurrence of any of the events described
                                     above, Riverview terminates the merger
                                     agreement other than because of a
                                     material breach by Today's Bancorp or
                                     Today's Bancorp validly terminates the
                                     merger agreement.

We May Amend the Terms of the        We can agree to amend the merger
Merger and Waive Some Conditions     agreement, and each of us can waive our
(page __)                            right to require the other party to
                                     adhere to the terms and conditions of the
                                     merger agreement, where the law allows.
                                     However, if the Today's Bancorp
                                     shareholders approve the merger
                                     agreement, they must approve any
                                     amendment or waiver that reduces or
                                     changes the consideration to be received
                                     by the Today's Bancorp shareholders in
                                     the merger.

                                      12

<PAGE>



                                RISK FACTORS

     In addition to the other information included in this proxy
statement-prospectus (including the matters addressed in "A Warning About
Forward-Looking Statements"), you should carefully consider the matters
described below in determining whether to approve the merger agreement.

You may receive a form of consideration different from what you elect

     The consideration to be received by Today's Bancorp shareholders in the
merger is subject to the requirement that 45% of the shares of Today's Bancorp
common stock be exchanged for Riverview common stock and 55% be exchanged for
cash so the transaction satisfies the overall proportional cash limitations
imposed by the Internal Revenue Code in order for the merger to be tax-free.
The merger agreement contains proration and allocation methods to achieve this
desired result. If you elect all cash and the available cash is
oversubscribed, then you will receive a portion of the merger consideration in
Riverview common stock. If you elect all stock and the available stock is
oversubscribed, then you will receive a portion of the merger consideration in
cash. Therefore, you may not receive exactly the form of consideration that
you elect.

Because the market price of Riverview common stock may fluctuate, you cannot
be sure of the market value of the Riverview common stock that you may receive
in the merger.

     Upon the closing of the merger, each of your shares of Today's Bancorp
common stock will automatically be converted into the right to receive either
shares of Riverview common stock or $13.77 in cash (assuming no exercise of
Today's Bancorp stock options or warrants). The number and value of shares of
Riverview common stock to be exchanged for each share of Today's Bancorp
common stock will be based on the average closing price of Riverview common
stock over a twenty day trading period shortly before the closing of the
merger. Changes in the price of Riverview common stock from the date of the
merger agreement and from the date of this proxy statement-prospectus may
affect the market value of Riverview common stock that you will receive in the
merger. Stock price changes may result from a variety of factors, including
general market and economic conditions, changes in Riverview's businesses,
operations and prospects, and regulatory considerations. Many of these factors
are beyond Riverview's control. In addition, there will be a time period
between the completion of the merger and the time when Today's Bancorp
shareholders receiving stock consideration actually receive certificates
evidencing Riverview common stock. Until stock certificates are received,
Today's Bancorp shareholders will not be able to sell their Riverview shares
in the open market and, thus, will not be able to avoid losses resulting from
any decline in the trading price of Riverview common stock during this period.

The price of Riverview common stock might decrease after the merger

     Following the merger, many holders of Today's Bancorp common stock will
become shareholders of Riverview. Riverview common stock could decline in
value after the merger. For example, during the twelve-month period ending on
____________ ___, 2003 (the most recent practicable date prior to the printing
of this proxy statement-prospectus), the closing price of Riverview common
stock varied from a low of $_____ to a high of $________ and ended that period
at $_______. The market value of Riverview common stock fluctuates based upon
general market economic conditions, Riverview's business and prospects, and
other factors.

Directors and officers of Today's Bancorp have potential conflicts of interest
in the merger

     You should be aware that some directors and officers of Today's Bancorp
have interests in the merger that are different from, or in addition to, the
interests of Today's Bancorp shareholders generally. For example, certain
executive officers have entered into agreements that provide for either
severance payments or continued employment following the merger. These
agreements may create potential conflicts of interest. These and certain other
additional interests of Today's Bancorp's directors and officers may cause
some of these persons to view the proposed transaction differently than you
view it.

                                      13

<PAGE>



The opinion obtained by Today's Bancorp from its financial advisor will not
reflect changes in circumstances prior to the merger

     On February 3, 2003, Capital Market Securities, Inc. delivered to the
Today's Bancorp board of directors its opinion as to the fairness from a
financial point of view to the shareholders of Today's Bancorp, as of that
date, of the aggregate merger consideration to be received by them under the
merger agreement. This opinion did not reflect changes that may occur or may
have occurred after that date, to the operations and prospects of Riverview or
Today's Bancorp, general market and economic conditions and other factors.
Moreover, Today's Bancorp does not intend to request an updated opinion from
Capital Market Securities. As a result of the foregoing, Today's Bancorp
shareholders should be aware that the opinion of Capital Market Securities
does not address the fairness of the aggregate merger consideration at any
time other than as of the date of the opinion.

Riverview may experience difficulties in managing its growth and in
effectively integrating Today's Bancorp

     There can be no assurances that Riverview will be able to adequately and
profitably manage its growth, and effectively integrate the operations of
Today's Bancorp. Acquiring Today's Bancorp will involve risks commonly
associated with acquisitions, including:

     *   potential exposure to liabilities and expenses of Today's Bancorp;

     *   difficulty and expense of integrating the operations and personnel of
         Today's Bancorp;

     *   potential disruption to the business of Riverview;

     *   potential diversion of the time and attention of the management of
         Riverview; and

     *   impairment of relationships with, and the possible loss of, key
         employees and customers of Today's Bancorp.

                       COMPARATIVE PER SHARE DATA

     The following table shows information about our income per common share,
dividends per share and book value per share, and similar information as if
the merger had occurred on the date indicated (which we refer to as "pro
forma" information). In presenting the comparative pro forma information for
certain time periods, we assumed that we had been merged throughout those
periods and made certain other assumptions. See "Pro Forma Financial
Information."

     The information listed as "per equivalent Today's Bancorp share" was
obtained by multiplying the pro forma amounts by an exchange ratio of 0.9179
based on an assumed Riverview price per share of $15.00. We present this
information to reflect the fact that some Today's Bancorp shareholders will
receive shares of Riverview common stock for each share of Today's Bancorp
common stock exchanged in the merger. Because the exchange ratio will be based
on the price of Riverview common stock during a measurement period prior to
the completion of the merger, the actual exchange ratio may be more or less
than 0.9179. We also anticipate that the combined company will derive
financial benefits from the merger that include reduced operating expenses and
the opportunity to earn more revenue. The pro forma information, while helpful
in illustrating the financial characteristics of the new company under one set
of assumptions, does not reflect these benefits and, accordingly, does not
attempt to predict or suggest future results. The pro forma information also
does not necessarily reflect what the historical results of the combined
company would have been had our companies been combined during these periods.

                                      14

<PAGE>


     The information in the following table is based on, and should be read
together with, the historical financial information that we have presented in
this document. See "Pro Forma Financial Information."

                                          At or for the     At or for the
                                        Nine Months Ended  Three Months Ended
                                        December 31, 2002   March 31, 2002
                                        -----------------   --------------
Cash Dividend for Common Share:
  Riverview                                 $  0.38           $  0.44
  Today's Bancorp                                --                 -
  Riverview Pro Forma (1)                      0.38              0.44
  Per equivalent Today's Bancorp share (5)     0.35              0.41

Book Value Per Share:
  Riverview                                   12.40             12.04
  Today's Bancorp                              7.62              8.68
  Riverview Pro Forma (2)                     12.66             10.88
  Per equivalent Today's Bancorp share (5)    11.62              9.99

Tangible Book Value per Common Share:
  Riverview                                   12.14             11.68
  Today's Bancorp                              7.62              8.68
  Riverview Pro Forma (2)                     11.12             10.56
  Per equivalent Today's Bancorp share (5)    10.21              9.69

Basic Earnings per Common Share:
  Riverview                                    0.99              1.06
  Today's Bancorp (3)                           N/A               N/A
  Riverview Pro Forma (4)                      0.53              0.85
  Per equivalent Today's Bancorp share (5)     0.48              0.78


Diluted Earnings per Common Share:
  Riverview                                    0.98              1.06
  Today's Bancorp (3)                           N/A               N/A
  Riverview Pro Forma (4)                      0.52              0.84
  Per equivalent Today's Bancorp share (5)     0.48              0.77

- ----------------
(1)    Riverview pro forma cash dividends per share represent historical cash
       dividends declared by Riverview and assumes no changes in cash
       dividends declared per share.
(2)    Riverview December 31, 2002 pro forma per share amounts of book value
       and tangible book value per common share amounts are based on the pro
       forma amount of book value and tangible book value divided by the
       historical number of Riverview shares outstanding at December 31, 2002
       plus the assumed number of shares issued by Riverview in exchange for
       Today's Bancorp shares outstanding. Riverview March 31, 2002 pro forma
       per share amounts of book value and tangible book value per common
       share are based on the historical total shareholders' equity divided by
       the historical number of Riverview shares outstanding at March 31, 2002
       plus the assumed number of shares issued by Riverview in exchange for
       Today's Bancorp shares outstanding.
(3)    No earnings per share are presented for Today's Bancorp per Statement
       of Financial Accounting Standard No. 128, Earnings Per Share.
(4)    Riverview pro forma per share amounts of basic and diluted earnings are
       based on the pro forma net income divided by the Riverview historical
       average number of basic and diluted shares outstanding for each
       respective time period plus the number of shares issued by Riverview
       in exchange for Today's Bancorp common shares outstanding.
(5)    Assuming the conversion of 45% of outstanding shares of Today's Bancorp
       common stock into shares of Riverview common stock at an exchange ratio
       of 0.9179 and a Today's Bancorp shareholder receives all Riverview
       common stock in exchange for his or her shares of Today's Bancorp
       common stock.

                                      15

<PAGE>



                 SELECTED HISTORICAL FINANCIAL INFORMATION

     The following tables show summarized historical financial data for
Riverview and Today's Bancorp. You should read this summary financial
information in connection with Riverview's and Today's Bancorp's historical
financial information.

     The audited financial statements of Today's Bancorp as of and for the
years ended December 31, 2002 and 2001 are included in Appendix D. The audited
financial statements of Riverview for the years ended March 31, 2002 and 2001
are included in Riverview's annual report to shareholders on Form 10-K and the
unaudited financial statements of Riverview for the nine months ended December
31, 2002 and 2001 are included in Riverview's Quarterly Report on Form 10-Q,
both of which are included in Appendix E.

     Unaudited financial statements for Riverview for the nine months ended
December 31, 2002 and 2001 include normal, recurring adjustments necessary to
fairly present the data for those periods. The unaudited data is not
necessarily indicative of expected results of a full year's operation.

                                      16

<PAGE>


<TABLE>
                            SELECTED HISTORICAL FINANCIAL INFORMATION FOR RIVERVIEW

     The following tables set forth certain information concerning the consolidated financial position and
results of operations of Riverview at the dates and for the periods indicated.


                             At December                            At March 31,
                                 31,        ----------------------------------------------------------
                                2002          2002         2001         2000        1999       1998
                             -----------    --------    ---------     --------    --------   ---------
                                                                 (In thousands)
<s>                          <c>            <c>         <c>           <c>         <c>         <c>
FINANCIAL CONDITION DATA:

Total assets                 $422,140       $392,101    $431,996      $344,680    $302,601    $273,174
Loan receivable, net(1)       305,701        288,530     296,861       249,034     187,177     162,628
Mortgage-backed securities
 held to maturity, at
 amortized cost                 3,520          4,386       6,405         8,657      12,715      20,341
Mortgage-backed securities
 available for sale, at
 fair value                    18,767         36,999      43,139        39,378      53,372      32,690
Cash and interest-bearing
 deposits                      50,980         22,492      38,935        15,786      17,207      27,482
Investment securities held
 to maturity, at amortized
 cost                              --             --         861           903       4,943       8,336
Investment securities available
 for sale, at fair value       20,980         18,275      25,561        12,883      13,280       9,977
Deposit accounts              314,388        259,690     295,523       232,355     200,311     179,825
FHLB advances                  50,000         74,500      79,500        60,550      42,550      29,550
Shareholder's equity           53,751         53,677      52,721        48,489      56,867      61,082

</TABLE>
<TABLE>

                         Nine Months Ended
                            December 31,                            Year Ended March 31,
                        ------------------     -----------------------------------------------------------
                          2002      2001         2002         2001         2000         1999        1998
                        -------    -------     -------       -------      -------      -------     -------
                                                                     (In thousands)
<s>                     <c>        <c>         <c>           <c>          <c>          <c>         <c>
OPERATING DATA:

Interest income         $20,084    $23,199     $29,840       $31,343      $25,438      $23,114     $20,302
Interest expense          6,766     11,746      14,318        16,288       11,073        9,925       9,389
                        -------    -------     -------       -------      -------      -------     -------
Net interest income      13,318     11,453      15,522        15,055       14,365       13,189      10,913
Provision for loan
 losses                     517        720       1,116           949          675          240         180
                        -------    -------     -------       -------      -------      -------     -------
Net interest income
 after provision for
 loan losses             12,801     10,733      14,406        14,106       13,690       12,949      10,733
Gains from sale of
 loans, securities and
 real estate owned        1,312      1,672       1,964           129          151          283         269
Gain on sale of land
 and fixed assets            --          4           4           540           --           --          --
Other non-interest
 income                   3,360      3,420       4,583         3,293        2,746        2,591       2,211
Non-interest expenses    11,108     10,345      13,953        12,867       10,832        9,055       7,218
                        -------    -------     -------       -------      -------      -------     -------
Income before federal
 income tax provision
 and extraordinary item   6,365      5,484       7,004         5,201        5,755        6,768       5,995
Provision for federal
 income taxes             2,027      1,672       2,136         1,644        1,878        2,305       2,071
                        -------    -------     -------       -------      -------      -------     -------
Net Income              $ 4,338    $ 3,812     $ 4,868       $ 3,557      $ 3,877      $ 4,463     $ 3,924
                        =======    =======     =======       =======      =======      =======     =======

Earning per common share
  Basic                 $  0.99    $  0.83     $  1.06       $  0.78      $  0.76      $  0.78     $  0.66
  Diluted                  0.98       0.82        1.06          0.77         0.74         0.76        0.65
Dividends per common
 share                     0.38       0.33        0.44          0.40         0.36         0.24        0.09
</TABLE>

                                                 17

<PAGE>


<TABLE>

                                 SELECTED HISTORICAL FINANCIAL INFORMATION FOR RIVERVIEW (continued)

                       At or For the Nine Months
                          Ended December 31,                      At or For the Year Ended March 31,
                          ------------------     -----------------------------------------------------------
                            2002      2001         2002         2001         2000         1999        1998
                          -------    -------     -------       -------      -------      -------     -------
                                                                     (In thousands)

<s>                       <c>        <c>         <c>           <c>          <c>          <c>         <c>
KEY FINANCIAL RATIOS:

Performance Ratios:
Return on average assets    1.41%      1.18%        1.16%        0.94%        1.22%        1.55%       1.56%
Return on average equity   10.62       9.38         9.01         7.04         7.15         7.33        9.15
Dividend payout
 ratio(2)(3)(4)            37.64      39.76        41.27        52.29        47.13        30.38       11.77
Interest rate spread        4.19       3.09         3.29         3.37         3.88         3.83        3.72
Net interest margin         4.72       3.86         4.04         4.27         4.78         4.81        4.61
Non-interest expense to
 average assets             2.03       1.81         3.34         3.41         3.41         3.14        2.87
Efficiency ratio (non-
 interest expense
 divided by the sum
 of net interest
 income and non-
 interest income)          58.71      60.38        63.21        67.66        62.75        56.37       53.89

Asset Quality Ratios:
Average interest-earning
 assets to interest-
 bearing liabilities      122.59     119.98       120.49       119.75       124.51       127.02      122.21
Allowance for loan
 losses to total loans
 at end of period           0.82       0.72         0.78         0.58         0.50         0.54        0.53

Net charge-offs to
 average outstanding
 loans during the
 period                     0.11       0.15         0.14         0.14         0.21         0.04        0.02
Ratio of nonperforming
 assets to total assets     0.30       0.73         0.61         0.24         0.39         0.44        0.19

Capital Ratios:
Average equity to
 average assets            13.28      12.61        12.93        13.41        17.05        21.08       17.02
Equity to assets at
 end of fiscal year        12.73      13.56        13.69        12.20        14.07        18.79       22.36

(1)     Includes loans held for sale.
(2)     Prior to the consummation of the Conversion and Reorganization on September 20, 1997, all cash
        dividends paid by Riverview Community Bank had been waived by the MHC.
(3)     Excludes cash dividends waived by the MHC.
(4)     Dividends paid divided by net income.
</TABLE>
                                                 18

<PAGE>



       SELECTED HISTORICAL FINANCIAL INFORMATION FOR TODAY'S BANCORP

                                              At December 31,
                               ----------------------------------------------
                                 2002        2001         2000         1999
                               --------    --------     ---------    --------
                                               (In thousands)
Financial Condition Data:
Total assets                   $122,377     $81,279      $41,410     $18,892
Loans receivable, net            91,164      63,910       32,301      11,249
Cash and interest-bearing
 deposits                        21,247       6,930        3,868       1,793
Investment securities held
 to maturity, at amortized cost      --       3,274        1,500       1,499
Investment securities available
 for sale, at fair value          6,258       4,190        2,447       3,432
Deposit accounts                111,809      73,579       35,539      13,516
Fed Funds Purchased/Borrowings    1,430       1,899          444           -
Shareholders' equity              8,742       5,361        5,011       5,221


                                      For Year Ended December 31,
                               ----------------------------------------------
                                 2002         2001         2000       1999(1)
                               --------    --------     ---------    --------
                                             (In thousands)
Operating Data:

Interest income                $  7,054     $ 4,317      $ 2,557     $   789
Interest expense                  3,183       2,198        1,145         281
                               --------      ------      -------     -------
Net interest income               3,871       2,119        1,412         508
Provision for loan losses         3,264         533          213         114
                               --------      ------      -------     -------
Net interest income after
 provision for loan losses          607       1,586        1,199         394
Gains (loss) from sales of
 loans, securities and real
 estate owned                       100          41           (1)          -
Other non-interest income           232         110           43          10
Non-interest expenses             3,384       1,910        1,476       1,133
                               --------      ------      -------     -------
Loss before federal income
 tax benefit                     (2,445)       (173)        (235)       (729)
Income tax benefit                 (812)       (528)           -           -
                               --------      ------      -------     -------
Net income (loss)              $ (1,633)     $  355      $  (235)    $  (729)
                               ========      ======      =======     =======

- ------------
(1)     For the period from Today's Bank's inception on February 1, 1999 to
        December 31, 1999.


                                      19

<PAGE>



   SELECTED HISTORICAL FINANCIAL INFORMATION FOR TODAY'S BANCORP (continued)

                                     At or For Year Ended December 31,
                               ---------------------------------------------
                                 2002        2001          2000      1999 (5)
                               --------    --------     ---------   --------
Key Financial Ratios:

Performance Ratios:
  Return on average assets (1)  (1.55)%      0.63%        (0.79)%    (4.83)%
  Return on average equity (2) (19.05)       6.85         (4.67)    (12.69)
  Interest rate spread           3.61        3.52          3.98       2.33
  Net interest margin (3)        3.93        4.03          5.11       3.74
  Non-interest expense to
   average assets                3.22        3.63          5.13       7.30
  Efficiency ratio (non-
  interest expense
  dividend by the sum of
  net interest income and
  non-interest income)          80.51       84.14        101.51     218.73

Asset Quality Ratios:
  Average interest-earning
  assets to interest-bearing
  liabilities                  109.71      112.14        127.20     168.03
  Allowance for loan losses
  to total loans at end
  of period                      3.20        1.29          1.00       1.00
  Net charge-off to average
  outstanding loans during
  the period                     1.27        0.05            --          -
  Ratio of nonperforming
  assets to total assets (4)     1.47        0.75          0.01          -

Capital Ratios:
  Average equity to average
  assets                         8.15        9.17         16.96      38.04
  Equity to assets at end
  of fiscal year                 7.14        6.60         12.10      27.64

- ------------------
(1)     Net income divided by average total assets.
(2)     Net income divided by average total equity.
(3)     Net interest income as a percentage of average interest-earning
        assets.
(4)     Non-performing loans consist of loans accounted for on a nonaccrual
        basis, loans greater than 90 days delinquent and restructured loans.
(5)     For the period from Today's Bank's inception on February 1, 1999 to
        December 31, 1999.


                 SUMMARY SELECTED PRO FORMA COMBINED DATA

     The following table shows selected financial information on a pro forma
combined basis giving effect to the merger as if the merger had become
effective at the end of the periods presented, in the case of balance sheet
information, and at the beginning of each period presented, in the case of
income statement information. The pro forma information reflects the purchase
method of accounting.

     We anticipate that the merger will provide the combined company with
financial benefits that include reduced operating expenses and opportunity to
earn more revenue. The pro forma information, while helpful in illustrating
the financial characteristics of the new company under one set of assumptions,
does not reflect these benefits and, accordingly, does not attempt to predict
or suggest future results. It also does not necessarily reflect what the
historical results of the new company would have been had our companies been
combined during these periods.

                                      20

<PAGE>



     You should read this summary pro forma information in conjunction with
the information under "Pro Forma Financial Information" and with the
historical information in this document on which it is based.


                                       Nine Months Ended       Year Ended
                                       December 31, 2002     March 31, 2002
                                       -----------------     --------------
                                      (In thousands, except per share data)
Pro forma combined income statement
 data:
Interest income                           $ 24,407            $ 33,079
Interest expense                             8,353              15,547
                                          --------            --------

Net interest income                         16,054              17,532
Provision for loan losses                    2,886               1,649
                                          --------            --------

Net interest income after provision
 for loan losses                            13,168              15,873
Non-interest income                          4,942               6,702

Non-interest expense                        13,540              15,949
                                          --------            --------

Income before income taxes                   4,570               6,636

Income tax provision                         1,420               1,546
                                          --------            --------

Net income                                $  3,150            $  5,090
                                          ========            ========

Pro forma per share data:
Basic net income                          $   0.65            $   1.01
Diluted net income                            0.64                1.00



                                             December 31, 2002
                                             -----------------
                                              (In thousands)

Pro forma combined balance sheet data:
Total assets                                     $544,339
Loans receivable, net                             401,098
Deposits                                          427,651
Total shareholders' equity                         60,861

                                      21

<PAGE>



                   MARKET PRICE AND DIVIDEND INFORMATION

     Riverview common stock is listed on The Nasdaq National Market under the
symbol "RVSB." The market for shares of Today's Bancorp common stock is highly
illiquid and the shares are neither traded on an established exchange nor
listed on any public market. The table below sets forth, for the calendar
quarters indicated, the high and low sales prices of Riverview common stock as
reported on The Nasdaq National Market and the dividends per share declared on
the Riverview common stock in each such quarter. Today's Bancorp has never
paid any cash dividends on its common stock.


                                            Riverview Common Stock
                                         ------------------------------
                                          High       Low      Dividends
                                         -------    ------    ---------
     2001
     Quarter ended March 31, 2001        $ 9.75     $8.25       $0.100
     Quarter ended June 30, 2001          10.50      9.25        0.110
     Quarter ended September 30, 2001     12.00     10.00        0.110
     Quarter ended December 31, 2001      12.35     10.90        0.110

     2002
     Quarter ended March 31, 2002         14.00     11.93        0.110
     Quarter ended June 30, 2002          14.75     13.05        0.125
     Quarter ended September 30, 2002     15.71     14.00        0.125
     Quarter ended December 31, 2002      15.24     13.63        0.125

     2003
     Quarter ended March 31, 2003         17.04     14.64        0.125

     You should obtain current market quotations for Riverview common stock as
the market price of Riverview common stock will fluctuate between the date of
this document and the date on which the merger is completed, and thereafter.
You can get these quotations from a newspaper, on the Internet or by calling
your broker.

     As of March 31, 2003, there were approximately 2,000 holders of record of
Riverview common stock. As of March 31, 2003, there were approximately 200
holders of record of Today's Bancorp common stock. These numbers do not
reflect the number of persons or entities who may hold their stock in nominee
or "street" name through brokerage firms.

     Following the merger, the declaration of dividends will be at the
discretion of Riverview's board of directors and will be determined after
consideration of various factors, including earnings, cash requirements, the
financial condition of Riverview, applicable state law and government
regulations and other factors deemed relevant by Riverview's board of
directors. Federal law limits the ability of Riverview Community Bank to pay
dividends to Riverview. The merger agreement prohibits Today's Bancorp from
paying cash dividends on Today's Bancorp common stock pending consummation of
the merger. See "The Merger Agreement--Conduct of Business Before the Merger."


             SPECIAL MEETING OF TODAY'S BANCORP SHAREHOLDERS

Place, Date and Time

     The meeting will be held at _______________________________________ on
__________ __, 2003, at _:__ _.m., Pacific time.

                                      22

<PAGE>



Purpose of the Meeting

     The purpose of the meeting is to consider and vote on a proposal to
approve and adopt the merger agreement and to act on any other matters brought
before the meeting.

Who Can Vote at the Meeting; Record Date

     You are entitled to vote your Today's Bancorp common stock if the records
of Today's Bancorp showed that you held your shares as of the close of
business on ___________ __, 2003. As of the close of business on that date, a
total of ______ shares of Today's Bancorp common stock were outstanding. Each
share of common stock has one vote.

     If you are a beneficial owner of Today's Bancorp common stock held by a
broker, bank or other nominee (i.e., in "street name") and you want to vote
your shares of Today's Bancorp common stock in person at the meeting, you will
have to get a written proxy in your name from the broker, bank or other
nominee who holds your shares.

Quorum and Vote Required

     Quorum. The special meeting will be held if a majority of the outstanding
shares of common stock entitled to vote is represented in person or by proxy
at the meeting. If you return valid proxy instructions or attend the meeting
in person, your shares will be counted for purposes of determining whether
there is a quorum, even if you abstain from voting. Broker non-votes also will
be counted for purposes for determining the existence of a quorum.  A broker
non-vote occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee
does not have discretionary voting power with respect to that item and has not
received voting instructions from the beneficial owner. Under applicable
rules, brokers, banks and other nominees may not exercise their voting
discretion on the proposal to approve and adopt the merger agreement and, for
this reason, may not vote shares held for beneficial owners without specific
instructions from the beneficial owners.

     Vote Required. Approval and adoption of the merger agreement requires the
affirmative vote of the holders of at least a majority of the outstanding
shares of Today's Bancorp common stock.  Failure to return a properly executed
proxy card or to vote in person will have the same effect as a vote against
the merger agreement.  Abstentions and broker non-votes will have the same
effect as a vote against the merger agreement.

Shares Held by Today's Bancorp Officers and Directors and by Riverview

     As of ______________ __, 2003, directors and executive officers of
Today's Bancorp beneficially owned 831,657 shares of Today's Bancorp common
stock, of which 544,678 shares may be voted at the meeting.  Those shares
represent 47.5% of the outstanding shares of Today's Bancorp common stock. As
of the same date, Riverview and its directors and executive officers
beneficially owned ________ shares of Today's Bancorp common stock. All eleven
of Today's Bancorp directors entered into voting agreements with Riverview
under which they have agreed to vote an aggregate of 535,678 shares of Today's
Bancorp common stock owned by them in favor of the proposal to approve the
merger agreement.

Voting by Proxy

     The board of directors of Today's Bancorp is sending you this document
for the purpose of requesting that you allow your shares of Today's Bancorp
common stock to be represented at the meeting by the persons named in the
enclosed proxy card. All shares of Today's Bancorp common stock represented at
the meeting by properly executed proxies will be voted in accordance with the
instructions indicated on the proxy card. If you sign and return a proxy card
without giving voting instructions, your shares will be voted as recommended
by Today's Bancorp's board of directors. Today's Bancorp's board of directors
unanimously recommends a vote "FOR" approval of the merger agreement.

                                      23

<PAGE>



     If any matters not described in this document are properly presented at
the meeting, the persons named in the proxy card will use their own judgment
to determine how to vote your shares. This includes a motion to adjourn or
postpone the meeting in order to solicit additional proxies. However, no proxy
voted against the proposal to approve the merger agreement will be voted in
favor of an adjournment or postponement to solicit additional votes in favor
of the merger agreement. Today's Bancorp does not know of any other matters to
be presented at the meeting.

     If your Today's Bancorp common stock is held in street name, you will
receive instructions from your broker, bank or other nominee that you must
follow in order to have your shares voted. Please see the instruction form
that accompanies this document.

Revocability of Proxies

     You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of Today's
Bancorp in writing before your common stock has been voted at the special
meeting, deliver proxy instructions with a later date, or attend the meeting
and vote your shares in person.  Attendance at the special meeting will not in
itself constitute revocation of your proxy.

Solicitation of Proxies

     Today's Bancorp will pay the cost of this proxy solicitation. In addition
to soliciting proxies by mail, directors, officers and employees of Today's
Bancorp may solicit proxies personally and by telephone. None of these persons
will receive additional or special compensation for soliciting proxies.
Today's Bancorp will, upon request, reimburse brokers, banks and other
nominees for their expenses in sending proxy materials to their customers who
are beneficial owners and obtaining their voting instructions.


                  OWNERSHIP OF TODAY'S BANCORP COMMON STOCK

     The following table sets forth the beneficial ownership information for
the directors and executive officers of Today's Bancorp as of _______________.
Management of Today's Bancorp is not aware of any holders of more than 10% of
the outstanding stock.

                                  Number of Shares
Name of Beneficial Owner(1)     Beneficially Owned(2)     Percent of  Class(3)
- ---------------------------     ---------------------     --------------------

Samuel Allen                          20,000                      1.7%
Albert Angelo, Jr.                    81,500(4)                   7.0
Craig Angelo                         122,000(5)                   9.5
Richard Geary                        122,000(4)                   9.5
Richard Hannah                        81,500(5)                   7.0
Dennis Hall                           12,000(6)                   1.0
Dan Heine                             75,957(7)                   6.4
Richard High                          13,200(8)                   1.1
Connie Kearney                        80,000(9)                   6.8
Dan Miles                             43,000(10)                  3.7
Mel Russell                           40,000(11)                  3.5
Raymond Sprung                            --                       *
Scott Studer                          90,000(12)                  7.8
John Tennant, Jr.                     40,000                      3.5
Fred Zack                             10,500(13)                   *

All directors and executive
officers as a group (15 persons)     831,657(4-13)               58.0

                          (footnotes on following page)

                                      24

<PAGE>



- ------------------
*    less than 1.0%
(1)  The business address of each of the persons listed is 204 SE Park Plaza
     Drive, #109, Vancouver, WA  98668.
(2)  Shares are shown as beneficially owned if the person, directly or
     indirectly, has or shares the power to vote or to direct the voting of,
     or the power to dispose or to direct the disposition of, such shares.
     Unless noted to the contrary, each person listed in the table above has
     sole voting and investment power with regard to the shares appearing
     opposite his or her name.  The figures include shares owned by the
     person's spouse and children living at the home of such person.
(3)  Denominator in calculation of percentage includes outstanding shares and
     options or warrants of the individual or group exercisable within 60
     days.
(4)  Includes 1,500 shares owned by the individual's spouse and warrants to
     purchase 20,000 shares.
(5)  Includes warrants to purchase 37,000 shares.
(6)  Includes warrants to purchase 1,000 shares and options to purchase 10,000
     shares.
(7)  Includes 3,300 shares owned by the individual's spouse and warrants to
     purchase 15,979 shares and options to purchase 32,500 shares.
(8)  Includes options to purchase 12,000 shares.
(9)  Includes warrants to purchase 30,000 shares.
(10) Includes warrants to purchase 11,500 shares.
(11) Includes warrants to purchase 10,000 shares.
(12) Includes warrants to purchase 40,000 shares.
(13) Includes warrants to purchase 1,500 shares and options to purchase 7,500
     shares.


                                 THE MERGER

     The following discussion of the merger is qualified by reference to the
merger agreement, which is attached to this proxy statement-prospectus as
Appendix A. You should read the entire merger agreement carefully. It is the
legal document that governs the merger.

The Parties to the Merger

     Riverview Bancorp, Inc. Riverview is the savings and loan holding company
for Riverview Community Bank, a federally chartered savings bank. Riverview
Community Bank, which conducts its operations through its twelve locations in
Camas, Washougal, Stevenson, White Salmon, Battle Ground, Vancouver,
Goldendale and Longview, Washington, is a community-oriented financial
institution offering traditional financial services primarily to residents of
Clark, Cowlitz, Klickitat and Skamania counties, Washington, throughout the
Columbia River Gorge area. Riverview Community Bank's primary business is
attracting deposits from the general public and using those funds to originate
one-to-four family residential mortgage loans. Riverview Community Bank also
originates multi-family and commercial real estate loans primarily secured by
properties located in Clark, Cowlitz, Klickitat and Skamania counties of
Washington. To a lesser extent, Riverview Community Bank originates commercial
and consumer loans. Riverview Community Bank operates a trust and financial
services company, Riverview Asset Management Corporation, located in downtown
Vancouver, Washington.  Riverview Mortgage, a mortgage broker division of
Riverview Community Bank, originates mortgage loans (including construction
loans) for various mortgage companies predominantly in the Portland
metropolitan areas, as well as for Riverview Community Bank.  The Business and
Professional Banking Division located at the downtown Vancouver main branch
offers commercial and business banking services.  Vancouver is located in
Clark County, which is just north of Portland, Oregon.

     Certain information relating to executive compensation, benefit plans,
voting securities and the principal holders thereof, certain relationships and
related transactions and other matters related to Riverview is incorporated by
reference or set forth in Riverview's annual report on Form 10-K for the year
ended March 31, 2002 and quarterly reports for the three months ended June 30,
2002, September 30, 2002, and December 31, 2002, which are incorporated herein
by reference. Today's Bancorp shareholders who want copies of such documents
may contact Riverview at its address or telephone number indicated under
"Where You Can Find More Information" beginning on page ___.

                                      25

<PAGE>



     For financial statements of Riverview and a discussion of Riverview's
recent results of operations, see Riverview's 2002 annual report to
shareholders, Quarterly Report on Form 10-Q for the quarter ended December 31,
2002 and Current Report on Form 8-K dated April 2, 2003, all of which
accompany this document as Appendix E.

     Today's Bancorp, Inc. Today's Bancorp is a Washington corporation and a
one-bank holding company, regulated by the Federal Reserve. Today's Bancorp
has no subsidiaries other than Today's Bank.

     Today's Bank is a Washington chartered commercial bank chartered in 1999.
Today's Bank conducts business from two full-service branches, a commercial
banking center and two mobile branches, all located in Vancouver, Washington.
Today's Bank offers traditional commercial banking products and services to
small- and medium- sized businesses, professionals and retail customers.
Today's Bank operates with approximately 32 full time employees and has no
subsidiaries.

     For information on Today's Bancorp's business and financial statements
and a discussion of Today's Bancorp's recent results of operations, see
Appendix D.

Form of the Merger

     The boards of directors of Today's Bancorp and Riverview each have
unanimously approved a merger agreement that provides for the merger of
Today's Bancorp with and into Riverview. Riverview will survive the merger.
Upon completion of the merger, each share of Today's Bancorp common stock will
be converted into the right to receive, at the election of the holder, either
$13.77 in cash, (assuming no Today's Bancorp stock options or warrants are
exercised prior to the closing of the merger) or a number of shares of
Riverview common stock established by a formula in the merger agreement. The
common stock of Riverview will continue to trade on The Nasdaq National Market
under the symbol "RVSB" after completion of the merger.

Conversion of Today's Bancorp Common Stock

     When the merger becomes effective, each share of Today's Bancorp common
stock issued and outstanding immediately prior to the completion of the merger
will automatically be converted into the right to receive, at the holder's
election, either (a) $13.77 in cash (assuming no Today's Bancorp stock options
or warrants are exercised prior to the closing of the merger) without interest
or (b) shares of Riverview common stock and cash instead of fractional shares.
A Today's Bancorp shareholder's receipt of either cash or stock, however, is
subject to the allocation and proration procedures as well as other provisions
in the merger agreement. See "-- Cash or Stock Election."

     The cash price per share of $13.77 that will be received by the Today's
Bancorp shareholders who receive cash for their shares of common stock is
determined by dividing $8,689,928 by 55% of the number of shares of Today's
Bancorp common stock that is outstanding as of the closing of the merger.
Therefore if the number of shares increases as a result of the exercise of
options or warrants the cash price per share will be less than $13.77.

     The number of shares of Riverview common stock into which each Today's
Bancorp share will be exchanged will be based on the price of Riverview common
stock over a measurement period prior to the closing.  The measurement period
will consist of the twenty trading days ending on the fifth business day prior
to the closing date. The number of shares of Riverview common stock to be
issued for Today's Bancorp common stock will be determined by dividing
$7,109,940 by the average closing price of Riverview stock over the
measurement period, however, Riverview will not issue less than 426,596 shares
or more than 521,395 shares.

     The per share amount of cash or stock to be received by each Today's
Bancorp shareholder in the merger is based on the number of shares of Today's
Bancorp common stock that was issued as of February 5, 2003.  If holders of
Today's Bancorp stock options or warrants exercise their right, prior to the
closing of the merger, to purchase Today's Bancorp common stock, the number of
issued shares of Today's Bancorp common stock will increase and

                                      26

<PAGE>



the per share amount of cash or stock to be received by each Today's Bancorp
shareholder will be less than $13.77 per share.

     Assuming there is no change in the number of outstanding shares of
Today's Bancorp common stock the shares will be exchanged as follows:

If the average closing price of Riverview  Then the number of shares of common
common stock during the measurement        stock that will be exchanged for
period is:                                 each share of Today's Bancorp
                                           common stock will be:

$13.64 or less                             1.0097 shares of Riverview common
                                           stock

between $13.65 and $16.66                  Between .8344 and 1.0013 shares of
                                           Riverview common stock. The number
                                           of shares is determined by dividing
                                           $13.77 by the average closing price
                                           of the Riverview common stock
                                           during the measurement period

$16.67 or more                             .8261 shares of Riverview common
                                           stock

     The following table illustrates the calculation of the exchange ratio and
the value of the shares of Riverview common stock that you may receive in the
merger. On _________________, 2003, the closing price of Riverview common
stock was $________. We can give you no assurance as to what the market price
of Riverview common stock will be if and when the merger is completed, and you
are advised to obtain current market quotations for Riverview common stock. In
addition, because the tax consequences of receiving cash will differ from the
tax consequences of receiving Riverview common stock, you should carefully
read the information included below under "--Material Federal Income Tax
Consequences of the Merger."

Average Closing       Value of Today's Bancorp Stock Per Share
Price of Riverview    ----------------------------------------
Common Stock During        Resulting          Common Stock
Measurement Period      Exchange Ratio     to be Received (1)
- -------------------     --------------     ---------------

   $ 10.50                  1.0097              10.60
     10.75                  1.0097              10.85
     11.00                  1.0097              11.11
- -------------------     --------------     ---------------

     11.17                  1.0097              11.28   Merger price
- -------------------     --------------     --------------- limitation(2)

     11.25                  1.0097              11.36
     11.50                  1.0097              11.61
     11.75                  1.0097              11.86
     12.00                  1.0097              12.12
     12.25                  1.0097              12.37
     12.50                  1.0097              12.62
     12.75                  1.0097              12.87
     13.00                  1.0097              13.13
     13.25                  1.0097              13.38
     13.50                  1.0097              13.63
- -------------------     --------------     ---------------

     13.64                  1.0097              13.77 Merger price limitation
- -------------------     --------------     ---------------

                      (table continued on following page)

                                      27

<PAGE>



Average Closing       Value of Today's Bancorp Stock Per Share
Price of Riverview    ----------------------------------------
Common Stock During        Resulting          Common Stock
Measurement Period      Exchange Ratio     to be Received (1)
- -------------------     --------------     ---------------

   $ 13.75                  1.0013              13.77
     14.00                  0.9834              13.77
     14.25                  0.9662              13.77
     14.50                  0.9495              13.77
     14.75                  0.9334              13.77
     15.00                  0.9179              13.77
     15.25                  0.9028              13.77
     15.50                  0.8883              13.77
     15.75                  0.8742              13.77
     16.00                  0.8605              13.77
     16.25                  0.8473              13.77
     16.50                  0.8344              13.77
- -------------------     --------------     ---------------

     16.66                  0.8264              13.77 Merger price limitation
- -------------------     --------------     ---------------

     16.75                  0.8261              13.84
     17.00                  0.8261              14.04
     17.25                  0.8261              14.25
     17.50                  0.8261              14.46
     17.75                  0.8261              14.66
     18.00                  0.8261              14.87
     18.25                  0.8261              15.08
     18.50                  0.8261              15.28
     18.75                  0.8261              15.49
     19.00                  0.8261              15.70
     19.25                  0.8261              15.90
     19.50                  0.8261              16.11
     19.75                  0.8261              16.32
     20.00                  0.8261              16.52
     20.25                  0.8261              16.73
     20.50                  0.8261              16.94
     20.75                  0.8261              17.14
     21.00                  0.8261              17.35

- -----------
(1)     Calculated by multiplying the average closing price of Riverview
        common stock during the measurement period by the resulting exchange
        ratio. The actual value of the shares at the time Riverview stock
        certificates are delivered or the shares become available may be more
        or less than the amounts shown due to fluctuations in the market price
        of Riverview common stock.
(2)     If the average price per share of Riverview common stock is less than
        $11.18, Today's Bancorp may terminate the transaction unless Riverview
        increases the total amount paid to the Today's Bancorp shareholders so
        that a Today's Bancorp shareholder who receives shares of Riverview
        common stock in the merger will receive shares having an average
        trading value of at least $12.24 for each share of Today's Bancorp
        common stock.

                                      28

<PAGE>



Average Closing       Value of Today's Bancorp Stock Per Share
Price of Riverview    ----------------------------------------
Common Stock During        Resulting          Common Stock
Measurement Period      Exchange Ratio     to be Received (1)
- -------------------     --------------     ---------------

   $ 10.50                  1.1654              12.24
     10.75                  1.1383              12.24
     11.00                  1.1124              12.24
- -------------------     --------------     ---------------

     11.17                  1.0955              12.24 Merger price limitation
- -------------------     --------------     ---------------

Cash or Stock Election

     Under the terms of the merger agreement, Today's Bancorp shareholders may
elect to convert their shares into cash or Riverview common stock. All
elections of Today's Bancorp shareholders are further subject to the
allocation and proration procedures described in the merger agreement. These
procedures provide that the number of shares of Today's Bancorp common stock
to be converted into Riverview common stock in the merger must be 45% of the
total number of shares of Today's Bancorp common stock issued and outstanding
on the date of the merger. We are not making any recommendation as to whether
Today's Bancorp shareholders should elect to receive cash or Riverview common
stock in the merger. Each holder of Today's Bancorp common stock must make his
or her own decision with respect to such election.

     It is unlikely that elections will be made in the exact proportions
provided for in the merger agreement. As a result, the merger agreement
describes procedures to be followed if Today's Bancorp shareholders in the
aggregate elect to receive more or less of the Riverview common stock than
Riverview has agreed to issue. These procedures are summarized below.

     *     If Stock Is Oversubscribed: If Today's Bancorp shareholders elect
           to receive more Riverview common stock than Riverview has agreed to
           issue in the merger, then all Today's Bancorp shareholders who have
           elected to receive cash or who have made no election will receive
           cash for their Today's Bancorp shares and all shareholders who
           elected to receive Riverview common stock will receive a pro rata
           portion of the available Riverview shares plus cash for those
           shares not converted into Riverview common stock.

     *     If Stock Is Undersubscribed: If Today's Bancorp shareholders elect
           to receive fewer shares of Riverview common stock than Riverview
           has agreed to issue in the merger, then all Today's Bancorp
           shareholders who have elected to receive Riverview common stock
           will receive Riverview common stock and those shareholders who
           elected to receive cash or who have made no election will be
           treated in the following manner:

           *     If the number of shares held by Today's Bancorp shareholders
                 who have made no election is sufficient to make up the
                 shortfall in the number of Riverview shares that
                 Riverview is required to issue, then all Today's Bancorp
                 shareholders who elected cash will receive cash, and those
                 shareholders who made no election will receive both cash
                 and Riverview common stock in whatever proportion is
                 necessary to make up the shortfall.

           *     If the number of shares held by Today's Bancorp shareholders
                 who have made no election is insufficient to make up the
                 shortfall, then all Today's Bancorp shareholders who made no
                 election will receive Riverview common stock and those
                 Today's Bancorp shareholders who elected to receive cash will
                 receive cash and Riverview common stock in whatever
                 proportion is necessary to make up the shortfall.

                                      29

<PAGE>



     No guarantee can be made that you will receive the amounts of cash or
stock you elect. As a result of the allocation procedures and other
limitations outlined in this document and in the merger agreement, you may
receive Riverview common stock or cash in amounts that vary from the amounts
you elect to receive.

Election Procedures; Surrender of Stock Certificates

     An election form is being mailed separately from this proxy
statement-prospectus to holders of shares of Today's Bancorp common stock at a
date after this proxy statement-prospectus is being mailed. Each election form
entitles the holder of the Today's Bancorp common stock to elect to receive
either cash or Riverview common stock, or make no election with respect to the
merger consideration you wish to receive.

     To make an effective election, you must submit a properly completed
election form, along with your Today's Bancorp stock certificates representing
all shares of Today's Bancorp common stock covered by the election form (or an
appropriate guarantee of delivery) to U.S. Stock Transfer on or before the
date set forth in the election form. U.S. Stock Transfer will act as exchange
agent in the merger and in that role will process the exchange of Today's
Bancorp stock certificates for cash and/or Riverview common stock. Shortly
after the merger, the exchange agent will allocate cash and stock among
Today's Bancorp shareholders, consistent with their elections and the
allocation and proration procedures. If you do not submit an election form,
you will receive instructions from the exchange agent on where to surrender
your Today's Bancorp stock certificates after the merger is completed. In any
event, do not forward your Today's Bancorp stock certificates with your proxy
card.

     You may change your election at any time prior to the election deadline
by written notice accompanied by a properly completed and signed later dated
election form received by the exchange agent prior to the election deadline or
by withdrawal of your stock certificates by written notice prior to the
election deadline. All elections will be revoked automatically if the merger
agreement is terminated. If you have a preference for receiving either
Riverview stock or cash for your Today's Bancorp stock, you should complete
and return the election form. If you do not make an election, you will be
allocated Riverview common stock and/or cash depending on the elections made
by other shareholders.

     We make no recommendation as to whether you should elect to receive cash
or stock in the merger. You must make your own decision with respect to your
election.

     If certificates for Today's Bancorp common stock are not immediately
available or you are unable to send the election form and other required
documents to the exchange agent prior to the election deadline, Today's
Bancorp shares may be properly exchanged, and an election will be effective,
if:

     *     such exchanges are made by or through a member firm of a registered
           national securities exchange or of the National Association of
           Securities Dealers, Inc., or by a commercial bank or trust company
           having an office, branch or agency in the United States;

     *     the exchange agent receives, prior to the election deadline, a
           properly completed and duly executed notice of guaranteed delivery
           substantially in the form provided with the election form
           (delivered by hand, mail, telegram, telex or facsimile
           transmission); and

     *     the exchange agent receives, within three business days after the
           election deadline, the certificates for all exchanged Today's
           Bancorp shares, or confirmation of the delivery of all such
           certificates into the exchange agent's account with The Depository
           Trust Company in accordance with the proper procedures for such
           transfer, together with a properly completed and duly executed
           election form and any other documents required by the election
           form.

     Today's Bancorp shareholders who do not submit a properly completed
election form or revoke their election form prior to the election deadline
will have their shares of Today's Bancorp common stock designated as

                                      30

<PAGE>



non-election shares. Today's Bancorp stock certificates represented by
elections that have been revoked will be promptly returned without charge to
the Today's Bancorp shareholder revoking the election upon written request.

     After the completion of the merger, the exchange agent will mail to
Today's Bancorp shareholders who do not submit election forms or who have
revoked such forms a letter of transmittal, together with instructions for the
exchange of their Today's Bancorp common stock certificates for the merger
consideration. Until you surrender your Today's Bancorp stock certificates for
exchange after completion of the merger, you will not be paid dividends or
other distributions declared after the merger with respect to any Riverview
common stock into which your Today's Bancorp shares have been converted. When
you surrender your Today's Bancorp stock certificates, Riverview will pay any
unpaid dividends or other distributions, without interest. After the
completion of the merger, there will be no further transfers of Today's
Bancorp common stock. Today's Bancorp stock certificates presented for
transfer after the completion of the merger will be canceled and exchanged for
the merger consideration.

     If your Today's Bancorp stock certificates have been either lost, stolen
or destroyed, you will have to prove your ownership of these certificates and
that they were lost, stolen or destroyed before you receive any consideration
for your shares. Upon request, our transfer agent, U.S. Stock Transfer, will
send you instructions on how to provide evidence of ownership.

Material Federal Income Tax Consequences of the Merger

     The following discussion addresses the material United States federal
income tax consequences of the merger to holders of Today's Bancorp common
stock. This discussion applies only to Today's Bancorp shareholders that hold
their Today's Bancorp common stock as a capital asset within the meaning of
Section 1221 of the Internal Revenue Code. Further, this discussion does not
address all aspects of United States federal taxation that may be relevant to
a particular shareholder in light of its personal circumstances or to
shareholders subject to special treatment under the United States federal
income tax laws including: banks or trusts; tax-exempt organizations;
insurance companies; dealers in securities or foreign currency; traders in
securities who elect to apply a mark-to-market method of accounting;
pass-through entities and investors in such entities; foreign persons; and
shareholders who hold Today's Bancorp common stock as part of a hedge,
straddle, constructive sale, conversion transaction or other integrated
instrument.

     This discussion is based on the Internal Revenue Code, Treasury
regulations, administrative rulings and judicial decisions, all as in effect
as of the date of this proxy statement-prospectus and all of which are subject
to change (possibly with retroactive effect) and to differing interpretations.
Tax considerations under state, local and foreign laws are not addressed in
this document. The tax consequences of the merger to you may vary depending
upon your particular circumstances. Therefore, you should consult your tax
advisor to determine the particular tax consequences of the merger to you,
including those relating to state and/or local taxes.

     It is a condition to the obligations of Riverview and Today's Bancorp to
complete the merger that each of Riverview and Today's Bancorp receive an
opinion of Breyer & Associates PC to the effect that (1) the merger will be
treated for federal income tax purposes as a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code, (2) Riverview and Today's
Bancorp will each be a party to that reorganization, and (3) except to the
extent of any cash received in lieu of a fractional share interest in
Riverview common stock, no gain or loss will be recognized by shareholders of
Today's Bancorp who exchange their Today's Bancorp common stock for Riverview
common stock in the merger.

     In rendering its opinions, counsel may require and rely upon
representations contained in letters and certificates to be received from
officers of Riverview, Today's Bancorp and others. This tax opinion will not
be binding on the Internal Revenue Service or the courts, and we do not intend
to request any ruling from the Internal Revenue Service with respect to the
federal income tax consequences of the merger.

     The federal income tax consequences of the merger to you will depend
primarily on whether you exchange your Today's Bancorp common stock for solely
Riverview common stock (except for cash received instead of a

                                      31

<PAGE>



fractional share of Riverview common stock), solely cash or a combination of
stock and cash. Regardless of whether you elect to receive Riverview common
stock, cash or a combination of stock and cash, the federal income tax
consequences will depend on the actual merger consideration that you receive.

     Exchange Solely for Riverview Common Stock. No gain or loss will be
recognized by a Today's Bancorp shareholder who receives solely shares of
Riverview common stock (except for cash received in lieu of fractional shares,
as discussed below) in exchange for all of his or her shares of Today's
Bancorp common stock. The tax basis of the shares of Riverview common stock
received by a Today's Bancorp shareholder in such exchange will be equal
(except for the basis attributable to any fractional shares of Riverview
common stock, as discussed below) to the basis of the Today's Bancorp common
stock surrendered in exchange for the Riverview common stock. The holding
period of the Riverview common stock received will include the holding period
of shares of Today's Bancorp common stock surrendered in exchange for the
Riverview common stock, provided that such shares were held as capital assets
of the Today's Bancorp shareholder at the effective time of the merger.

     Exchange Solely for Cash. A Today's Bancorp shareholder who receives
solely cash in exchange for all of his or her shares of Today's Bancorp common
stock (and is not treated as constructively owning Riverview common stock
after the merger under the circumstances referred to below under "--Possible
Dividend Treatment") will recognize gain or loss for federal income tax
purposes equal to the difference between the cash received and such
shareholder's tax basis in the Today's Bancorp common stock surrendered in
exchange for the cash. Such gain or loss will be a capital gain or loss,
provided that such shares were held as capital assets of the Today's Bancorp
shareholder at the effective time of the merger. Such gain or loss will be
long-term capital gain or loss if the Today's Bancorp shareholder's holding
period is more than one year. The Internal Revenue Code contains limitations
on the extent to which a taxpayer may deduct capital losses from ordinary
income.

     Exchange for Riverview Common Stock and Cash. A Today's Bancorp
shareholder who receives a combination of Riverview common stock and cash in
exchange for his or her Today's Bancorp common stock will not be permitted to
recognize any loss for federal income tax purposes. Such a shareholder will
recognize gain, if any, equal to the lesser of (1) the amount of cash received
or (2) the amount of gain "realized" in the transaction. The amount of gain a
Today's Bancorp shareholder "realizes" will equal the amount by which (a) the
cash plus the fair market value at the effective time of the merger of the
Riverview common stock received exceeds (b) the shareholders' basis in the
Today's Bancorp common stock to be surrendered in the exchange for the cash
and Riverview common stock. Any recognized gain could be taxed as a capital
gain or a dividend, as described below.  The tax basis of the shares of
Riverview common stock received by such Today's Bancorp shareholder will be
the same as the basis of the shares of Today's Bancorp common stock
surrendered in exchange for the shares of Riverview common stock, adjusted as
provided in Section 358(a) of the Internal Revenue Code for the cash received
in exchange for such shares of Today's Bancorp common stock. The holding
period for shares of Riverview common stock received by such Today's Bancorp
shareholder will include such shareholder's holding period for the Today's
Bancorp common stock surrendered in exchange for the Riverview common stock,
provided that such shares were held as capital assets of the shareholder at
the effective time of the merger.

     A Today's Bancorp shareholder's federal income tax consequences will also
depend on whether his or her shares of Today's Bancorp common stock were
purchased at different times at different prices. If they were, the Today's
Bancorp shareholder could realize gain with respect to some of the shares of
Today's Bancorp common stock and loss with respect to other shares. Such
Today's Bancorp shareholder would have to recognize such gain to the extent
such shareholder receives cash with respect to those shares in which the
shareholder's adjusted tax basis is less than the amount of cash plus the fair
market value at the effective time of the merger of the Riverview common stock
received, but could not recognize loss with respect to those shares in which
the Today's Bancorp shareholder's adjusted tax basis is greater than the
amount of cash plus the fair market value at the effective time of the merger
of the Riverview common stock received. Any disallowed loss would be included
in the adjusted basis of the Riverview common stock. Such a Today's Bancorp
shareholder is urged to consult his or her own tax advisor respecting the tax
consequences of the merger to that shareholder.

     Possible Dividend Treatment. In certain circumstances, a Today's Bancorp
shareholder who receives solely cash or a combination of cash and Riverview
common stock in the merger may receive ordinary income,

                                      32

<PAGE>



rather than capital gain, treatment on all or a portion of the gain recognized
by that shareholder if the receipt of cash "has the effect of the distribution
of a dividend." The determination of whether a cash payment has such effect is
based on a comparison of the Today's Bancorp shareholder's proportionate
interest in Riverview after the merger with the proportionate interest the
shareholder would have had if the shareholder had received solely Riverview
common stock in the merger. This could happen because of your purchase (or the
purchase by a family member) of additional Riverview stock or a repurchase of
shares by Riverview. For purposes of this comparison, the Today's Bancorp
shareholder may be deemed to constructively own shares of Riverview common
stock held by certain members of the shareholder's family or certain entities
in which the shareholder has an ownership or beneficial interest and certain
stock options may be aggregated with the shareholder's shares of Riverview
common stock. The amount of the cash payment that may be treated as a dividend
is limited to the shareholder's ratable share of the accumulated earnings and
profits of Today's Bancorp at the effective time of the merger. Any gain that
is not treated as a dividend will be taxed as a capital gain, provided that
the shareholder's shares were held as capital assets at the effective time of
the merger. Because the determination of whether a cash payment will be
treated as having the effect of a dividend depends primarily upon the facts
and circumstances of each Today's Bancorp shareholder, shareholders are urged
to consult their own tax advisors regarding the tax treatment of any cash
received in the merger.

     Cash in Lieu of Fractional Shares. A Today's Bancorp shareholder who
holds Today's Bancorp common stock as a capital asset and who receives in the
merger, in exchange for such stock, solely Riverview common stock and cash in
lieu of a fractional share interest in Riverview common stock will be treated
as having received such cash in full payment for such fractional share of
stock and as capital gain or loss, notwithstanding the dividend rules
discussed above.

Background of the Merger

     Today's Bank commenced operations in February 1999. Today's Bank has
pursued an aggressive growth strategy to create long-term economic value for
its shareholders.  Today's Bank's activities have focused upon growing a
business that builds a unique culture and infrastructure comprised of talented
staff, quality operating systems and technology, distinctive marketing, and an
efficient distribution system.  Today's Bank's strategic plan has been
designed to achieve a steady and orderly increase in assets, brand awareness
and market share.  The objective has been to build a "high-performance" bank
that will ultimately have the size and profitability to enjoy competitive
advantages in the market for business banking services, and to provide
shareholder value and liquidity for Today's Bancorp's common stock.  While
generally successful at implementing the growth objectives, the higher costs
associated with expansion of bank facilities and personnel inhibited
profitability realization.  As a result, the rapid growth of assets (from
$41.4 million at December 31, 2000 to $81.3 million at December 31, 2001)
created the need to raise additional capital, which was accomplished in May
2002 through an offering by Today's Bank of units consisting of 500,000 shares
of its common stock and warrants to purchase an additional 500,000 shares of
common stock exercisable until March 2004.  With management anticipating
continued growth, Today's Bank, in an effort to develop alternative sources of
capital, undertook the formation of Today's Bancorp as a holding company for
Today's Bank that was completed in October 2002.  In connection with becoming
a holding company, Today's Bancorp elected to become a "financial holding
company", a status that would permit the company to engage in a broad variety
of financial activities in the future, even though such activities were not
contemplated at that time.  The Board of Directors believed that forming a
holding company would, among other benefits, enable Today's Bank to seek
additional capital if needed, through borrowings at the holding company level,
without diluting existing shareholders.  The Board further believed that a
holding company structure would position the organization to avail itself of
business expansion opportunities, such a an acquisition of another
institution, should such opportunities arise in the future.  No such
transactions were contemplated at that time.




     In July 2002, Today's Bank became aware of a commercial borrower that had
defaulted on a significant loan. Upon extensive investigation, it was apparent
to Today's Bank that the borrower was acting in concert with others to defraud
the bank.  Today's Bank has been pursuing legal remedies in connection with
the defaulted loan, including filing a claim under its blanket bond insurance
policy.  Neither the outcome of the legal proceedings, nor whether Today's
Bank will ultimately receive payment under its insurance coverage, can
currently be predicted with accuracy.  During the third quarter of 2002,
Today's Bank recognized a significant charge-off (approximately $1.0 million)
related to the suspected fraudulent loan.  During the fourth quarter of 2002,
Today's Bank further completed

                                      33

<PAGE>



an extensive review of the loan portfolio that uncovered several weak or
substandard credits, most of which were attributable to a loan officer who is
no longer employed by Today's Bank. This review resulted in an additional
increase to its loan loss reserve.  Due to the adverse effect on Today's
Bank's capital position that an increase to the loan loss reserve would
entail, and the consequent need to curtail future growth, management reviewed
Today's Bank's financial and operational strategic plan with representatives
of Young & Associates, Inc., a consulting firm serving financial institutions
that Today's Bank had retained in 2001 to provide general business advice to
the Board of Directors.  The discussions with Young & Associates focused on
analyzing issues concerning future capital needs, management of growth,
financial forecasts by management, the mix of products and services to
generate revenue and general business strategy.  Young & Associates did not
advise Today's Bank with respect to the value of its business or propose that
Today's Bank or Today's Bancorp enter into any merger or similar transaction.
The Board of Directors, after consultation with Young & Associates, recognized
that the unanticipated credit quality issues and resultant need to increase
loan loss reserves would limit the ability of Today's Bank to continue its
growth plans due to regulatory capital requirements and a need to focus on
asset quality issues.  As a result of the loan losses and increased loan loss
reserves, Today's Bank's total risk-based capital would fall below the 10%
minimum to be considered "well capitalized", and would thus be "adequately
capitalized" under guidelines of the FDIC as of December 31, 2002.  As an
adequately capitalized institution, Today's Bank would be no longer permitted
to accept brokered deposits without regulatory approval, an alternative source
of funds for liquidity purposes.  Further, with the challenges facing Today's
Bank, regulatory authorities could insist on a less aggressive growth
strategy.  The lack of excess capital would also limit Today's Bank's ability
to continue the rate of growth in total deposits and loans, which the Board of
Directors believed would limit the intended growth and profitability of
Today's Bank.

     The Board of Directors did not at this time consider the foregoing
concerns in the context of a decision as to whether to pursue a sale of
Today's Bancorp or a strategic merger with another institution.  The Board of
Directors was, however, in this process of reviewing the strategic plan when
the solicitation of interest was received from Riverview.  The Board of
Directors had not heretofore considered any course of action other than to
remain independent, but believed that the solicitation of interest from
Riverview presented an opportunity that could prove attractive to
shareholders.  Accordingly, the Board of Directors, after consultation with
Young & Associates, determined that pursuing discussions with Riverview about
a possible merger would be appropriate.

     Since the inception of Today's Bank, Dan Heine, President and Chief
Executive Officer of Today's Bank (and subsequently Today's Bancorp), had
occasional, business and social contacts with Patrick Sheaffer, President and
Chief Executive Officer of Riverview and Riverview Community Bank, that
occasioned informal inquiries as to the existence of interest in the
possibility of a business combination.  No formal action was taken during that
time in pursuit of such a combination.  On September 17, 2002, Mr. Sheaffer
and Mr. Heine had a luncheon meeting and discussed the concept of a stronger
community bank that would result from the proposed merger.  Following the
meeting with Mr. Heine, Mr. Sheaffer contacted Mr. Albert C. Angelo, Jr.,
Chairman of the Board of Today's Bancorp.  On October 2, 2002, Mr. Angelo met
with Mr. Sheaffer at his invitation to discuss a possible merger. The
discussion included issues of compatibility of the businesses, the
complementary aspect of their markets, both geographic as well as products and
services, a preliminary indication of aggregate purchase price, the
constitution of senior management following a merger, and the role of the
respective senior officers of Riverview and Today's Bancorp and Today's Bank.
Subsequent to that meeting, Mr. Angelo executed a confidentiality agreement
with Riverview for purposes of enabling Riverview to provide information to
Today's Bancorp with a view to making a proposal of merger.  By letter dated
October 17, 2002, Chairman Angelo received non-binding solicitation of
interest from Riverview describing the basic terms of a proposal to merge the
two companies and their respective bank subsidiaries.

     In connection with the solicitation of interest from Riverview, on
October 18, 2002, Today's Bancorp retained Capital Market Securities, Inc., a
subsidiary of Young and Associates, to assist Today's Bancorp in its
evaluation of Riverview and any proposed transaction.  Specifically, Capital
Market Securities was retained by Today's Bancorp to assist in the evaluation
of strategic alternatives available to Today's Bancorp, help in the due
diligence investigation of Riverview, and to evaluate the proposed transaction
with Riverview with a view to rendering an opinion as to the fairness of the
transaction to shareholders of Today's Bancorp.

     At a meeting of the Today's Bancorp Board of Directors on October 22,
2002, the Board discussed the solicitation of interest set forth in the
October 17, 2002 letter from Riverview, and reviewed the proposed terms and

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conditions in detail.  Among the issues the Board considered were the amount
and nature of the consideration and the rate of return shareholders would
receive (based on the initial capitalization of Today's Bank and on the shares
purchased in the 2002 stock offering by Today's Bank), the likelihood of
obtaining regulatory and shareholder approvals, the likelihood of receiving a
more attractive offer from any other potential acquiror, the strategic fit of
two institutions operating in overlapping market areas, and the effect of a
transaction on Today's Bank's customers and employees. The Board also
acknowledged that the October 17 letter included an exclusivity clause that
prohibited the company from negotiating with other parties for a period of 90
days. The Board believed that, while the exclusivity clause would inhibit
Today's Bancorp from engaging in an extended process to potentially obtain a
competing offer, the restriction was acceptable in view of the fact that it
was a customary term in transactions of the nature as the proposed merger, the
restriction had a limited duration, the amount and form of consideration being
offered was attractive, particularly in view of the short history of Today's
Bank and the challenges it faced going forward, and the fact that merging with
Riverview, an institution in the same market area, rather than with an out-of-
market institution, would provide benefits to shareholders through the ability
to continue their ownership interests in a local, community financial
institution that shared Today's Bank's philosophy of quality customer service.
Following that discussion, the Board authorized Mr. Angelo, Mr. Heine and
Director Richard Geary to continue discussions with Riverview and to
countersign the October 17, 2002 solicitation of interest.

     On October 22, 2002, Today's Bancorp entered into change of control
agreements with Mr. Heine, and senior officers Richard High and Dennis Hall,
providing that upon a change of control of Today's Bancorp, Mr. Heine would
receive two times his annual cash compensation for 2002, including bonuses, if
any, and each of the other officers would receive an amount equal to the
individual's 2002 cash compensation, including bonuses, if any.  On October
24, 2002, acting on the authority of the Board of Directors, Mr. Heine
countersigned the October 17 solicitation of interest. On October 29, 2002,
Riverview executed a confidentiality agreement enabling Today's Bancorp and
Today's Bank to share information with Riverview as part of Riverview's due
diligence investigation. At special joint meetings on November 6 and November
8, 2002, the Boards of Directors of Today's Bancorp and Today's Bank discussed
the proposed transaction in depth, including the amount and nature of the
consideration, the effect of a merger on employees and customers of Today's
Bancorp and Today's Bank, respectively, and the challenges facing Today's Bank
as an independent institution, including capital adequacy, restraints on
growth, limits on deposit-gathering abilities, and the potential for
realization of value for shareholders in the future.  The Boards of Directors
decided to continue merger discussions with Riverview and to allow Riverview
to conduct due diligence on-site at Today's Bank, consisting primarily of a
review of Today's Bank's loan portfolio.

     On November 25, 2002, following a preliminary due diligence review,
Riverview submitted a revised indication of interest that modified the amount
of consideration to reflect adjustments that, in Riverview's opinion, were
necessary to account for additional loan loss provisions to bring the loan
loss reserve to a level that Riverview deemed appropriate in light of credit
quality issues in the loan portfolio, the potential effects of a deteriorating
economy on outstanding loans, and unanticipated additional costs relating to
severance benefits payable as a result of the merger.  At a meeting of the
Today's Bancorp Board of Directors on November 26, 2002 Capital Market
Securities discussed the revised indication of interest set forth in the
November 25, 2002 letter from Riverview, the reasons for the adjustments in
the consideration and its view that, based on revised growth projections for
Today's Bank, the merger continued to represent a fair transaction for
shareholders.  The Board of Directors asked questions of and received answers
from its financial advisor, and, after further discussion, determined that a
merger with Riverview under the terms set forth in the November 25, 2002
letter continued to be an attractive opportunity, and approved the terms of
the revised offer.  The parties thereafter continued with their respective due
diligence investigations and negotiation of details of a definitive merger
agreement.




     On December 17, 2002, management of Today's Bancorp and Today's Bank,
together with a representative of Capital Market Securities, reported the
findings of their due diligence of Riverview to the Board and recommended that
negotiations proceed toward a definitive agreement.  Based on the due
diligence report of Capital Market Securities, the Board concluded that
Riverview was financially sound, well capitalized and well managed. During the
period from mid-December 2002 to mid-January 2003, Today's Bancorp's financial
and legal advisors negotiated directly with Riverview's financial and legal
advisors on the details of a definitive merger agreement, including the manner
in which the exchange ratio was to be calculated, the representations,
warranties and covenants of the parties to the agreement, the conditions to be
satisfied or waived prior to consummation of the transaction, the form and
content of opinions of counsel to be given to each party, and the amount and
circumstances under which

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<PAGE>



Today's Bancorp would be obligated to pay a termination fee to Riverview if
the merger was not ultimately consummated.

     The definitive merger agreement was presented to the Boards of Directors
of Today's Bancorp and Today's Bank at a special joint meeting on January 24,
2003.  At the meeting,  legal counsel for Today's Bancorp and Today's Bank
summarized the terms and conditions of the final merger agreement and advised
the directors as to their fiduciary duties in considering the proposal.
Capital Market Securities then presented an analysis of the transaction that
included comparisons between Today's Bancorp and other financial institutions
and transactions that the financial advisor determined to be sufficiently
similar to Today's Bank and the proposed merger as to be indicative of a range
of approximate fair values.  Capital Market Securities also presented analyses
of Riverview, including its strategic plans and prospects for future growth,
the valuation of Riverview stock relative to other similarly situated
institutions.  As part of its presentation, Capital Market Securities
delivered to the Boards of Directors an opinion that the merger was fair, from
a financial point of view, to the shareholders of Today's Bancorp.  At a
special joint meeting of the Boards of Directors of Today's Bancorp and
Today's Bank on February 3, 2003, the Boards of Directors again discussed the
definitive merger agreement, including the obligations of the individual
directors to recommend the merger to Today's Bancorp shareholders, to vote
their shares in favor of the merger, and to honor covenants to Riverview not
to engage in specified competitive activities following the merger.  After
further discussion and questions by the directors to Today's Bancorp
management and financial and legal advisors, the Boards of Directors of
Today's Bancorp and Today's Bank approved the merger and authorized the
execution of the merger agreement.  Following approval of the merger agreement
by the Boards of Directors of Riverview and Riverview Community Bank on
February 5, 2003, the merger agreement was executed by the parties to the
merger agreement.

Recommendation of the Today's Bancorp Board; Today's Bancorp's Reasons for the
Merger

     The Today's Bancorp Board of Directors unanimously approved the merger
and recommends that Today's Bancorp shareholders vote "For" the merger of
Today's Bancorp with Riverview. The Board of Directors believes that the terms
of the merger agreement are fair and in the best interests of Today's Bancorp
and its shareholders. The Board of Directors also believes that the merger
represents an opportunity to enhance the delivery of Today's Bank's products
and services to a broader market area.  Further, the Board believes that the
merger enhances shareholder value by providing an attractive return on
investment to all initial subscribers to the common stock of Today's Bank, as
well as to subscribers in the 2002 offering by Today's Bank of stock and
warrants.  Moreover, those shareholders who receive shares of Riverview stock
will be provided the opportunity to share in the growth of Riverview's
business as it expands its own commercial banking business and the potential
appreciation, if any, and liquidity of Riverview common stock.  In reaching a
decision on the merger agreement, the Boards of Directors of Today's Bancorp
and Today's Bank considered numerous factors taken as a whole, none of which
were accorded any particular or relative weight, and consulted with legal,
tax, accounting and financial advisors as well as senior bank management.  The
following are the significant factors that the Boards of Directors considered:

     *     the opinion of Capital Market Securities, Inc. that the merger is
           fair, from a financial point of view, to the shareholders of
           Today's Bancorp.  The Board considered the analyses and factors
           discussed in Capital Market Securities' report, but did not assign
           any specific weight to any of those factors;

     *     information concerning the financial, business and other prospects
           of Riverview in its existing markets and in the markets served by
           Today's Bancorp, taking into account the results of the due
           diligence review conducted by its financial advisor.  These reviews
           found Riverview to be financially sound, well capitalized and well
           managed;

     *     the availability and continuity of services to existing customers
           and the communities in the market area served by Today's Bancorp,
           including the fact that the financial and technology resources of
           Riverview are more significant than those of Today's Bancorp and
           that the convenience and banking needs of Today's Bancorp's
           customers would be better served through a combination with a
           larger financial institution that had a stronger capital base and
           wider branch network;

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<PAGE>



     *     the fact that Today's Bancorp and Riverview businesses are
           complementary rather than duplicative, and that a combination of
           the companies would result in more efficiency and potentially
           higher profitability than each institution could achieve
           separately.  The potential market expansion through diversification
           of products and services would also provide an opportunity for
           continuity of employment for many of Today's Bank's employees
           following consummation of the merger;

     *     the nature and value of the consideration to be paid to Today's
           Bancorp shareholders in the merger, compared to other similar
           transactions, including the fact that the merger agreement
           provides for an adjustment in the share exchange ratio that would
           protect the value of the consideration to be received by Today's
           Bancorp shareholders in the event the market price of Riverview
           stock falls below $11.18 per share;

     *     the tax treatment of the merger.  The Board considered that the
           merger would qualify as a tax-free reorganization and therefore be
           entitled to favorable tax treatment for the parties to the merger
           and their shareholders;

     *     the fact that Today's Bancorp shareholders who receive shares of
           Riverview stock would be able to receive dividends on those shares
           (when and as declared by Riverview's Board), and that Today's
           Bancorp does not pay dividends;

     *     the fact that Riverview stock is traded on the Nasdaq National
           Market and therefore is more liquid than shares of Today's Bancorp
           stock, which has no established trading market;

     *     the covenants that each director and specified executive officers
           would make to refrain from participating in activities that would
           tend to compete with Riverview for three years following the
           merger, including solicitation of employees or customers of Today's
           Bancorp to seek employment by or move accounts to, a competing
           financial institution, or to participate or invest in a de novo
           financial institution within Riverview's existing market area. The
           Board also considered the voting agreements that each director
           would execute agreeing to recommend the merger to the shareholders
           and to vote his or her own shares in favor of the merger as
           indications that the merger would likely be consummated;

     *     the competitive nature of the commercial banking industry and the
           markets served by Today's Bancorp and the challenges facing Today's
           Bank as an independent institution. In particular, the cost of
           funds associated with attracting sufficient deposits and the
           limitation on the use of brokered deposits are viewed by management
           as significant competitive disadvantages when comparing Today's
           Bank to larger institutions with more established deposit-gathering
           capabilities; and

     *     the future business and other prospects of Today's Bancorp,
           including the potential need for additional capital in the future
           and the regulatory constraints on growth of Today's Bank's
           business, and the belief that the merger was the best means
           currently available to maximize shareholder value.

     This list of factors that the Boards of Directors of Today's Bancorp and
Today's Bank considered in reaching its decision to approve the merger is not
intended to be exhaustive, but includes all of the material factors that the
Boards of Directors considered.  The Boards of Directors did not assign any
specific or relative weight to any of the factors, and individual directors
may have weighed the factors differently.

Opinion of Today's Bancorp's Financial Advisor

     Today's Bancorp's Board of Directors retained Capital Market Securities,
Inc. ("Capital Market Securities"), a NASD registered broker-dealer
specializing in working with financial institutions, in October 2002,

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<PAGE>



for the purpose of providing financial advice and consultation, including a
review of Today's Bancorp's operating performance, business plans and
strategic alternatives.  The scope of Capital Market Securities' engagement
included the development of information with respect to the valuation of
Today's Bancorp, the identification of potential merger partners or acquirers,
the evaluation and negotiation of any proposal that might be received or
issued with regard to an acquisition or other business combination, and, if
appropriate, the rendering of a fairness opinion in connection with a merger
proposal. In connection with its services, Capital Market Securities assisted
Today's Bancorp in evaluating a non-binding expression of interest received
from Riverview and thereafter assisted in negotiations and due diligence which
subsequently led to the execution of a definitive merger agreement executed on
February 5, 2003.

     Capital Market Securities  has delivered to the Board of Directors of
Today's Bancorp an opinion to the effect that the merger is fair, from a
financial point of view, to the shareholders of Today's Bancorp.

     Today's Bancorp selected Capital Market Securities for a number of
reasons, including its familiarity with Today's Bancorp as a result of
consulting services provided by Capital Market Securities' parent company,
Young & Associates, Inc.  Today's Bancorp also considered Capital Market
Securities' experience and reputation in the area of valuation and financial
advisory work generally, and in relation to financial institutions
specifically.

     Capital Market Securities has rendered a written opinion to the Board of
Directors of Today's Bancorp to the effect that, as of February 3, 2003, the
consideration to be received by Today's Bancorp's shareholders pursuant to the
Agreement and Plan of Merger by and between Today's Bancorp and Riverview is
fair, from a financial point of view, to such holders.

     The full text of the fairness opinion dated February 3, 2003, setting
forth the assumptions made, procedures followed, matters considered and
certain limitations on the review undertaken by Capital Market Securities is
included as Appendix B.  Holders of Today's Bancorp common stock are urged to
read the fairness opinion in its entirety.

     This opinion is directed to Today's Bancorp's Board of Directors only and
does not constitute a recommendation to any of Today's Bancorp's shareholders
as to how any shareholder should vote at the shareholders meeting.  Capital
Market Securities has advised the Board of Directors that it does not believe
any person other than the Board of Directors has the legal right to rely on
the opinion and, absent any controlling precedent, would resist any assertion
otherwise.

     In connection with rendering its opinion dated February 3, 2003, Capital
Market Securities performed a variety of financial analyses, including those
summarized below.  The summary set forth below, which has been provided by
Capital Market Securities, does not purport to be a complete description of
the analyses performed by Capital Market Securities.  The preparation of a
fairness opinion involves various determinations as to the most appropriate
and relevant methods of financial analysis and the application of these
methods to the particular circumstances and, therefore, such an opinion is not
readily susceptible to a summary description.  Accordingly, notwithstanding
the separate factors summarized below, Capital Market Securities believes that
its analyses must be considered as a whole and that selecting portions of its
analyses and factors considered by it, without considering all analyses and
factors, or attempting to ascribe relative weights to some or all of such
analyses or factors, could create an incomplete view of the evaluation process
underlying its opinion.  In addition Capital Market Securities may have used
the various analyses for different purposes and may have deemed various
assumptions more or less probable than other assumptions, so that the ranges
of valuations resulting from any particular analysis described below should
not be taken to be Capital Market Securities' view of the actual value of
Today's Bancorp.  The fact that any specific analysis has been referred to in
the summary below is not meant to indicate that such analysis was given more
weight than any other analyses.

     The analyses performed by Capital Market Securities are not necessarily
indicative of actual values or actual future results, which may be
significantly more or less favorable than those suggested by such analyses.
The analyses were prepared solely as a part of Capital Market Securities'
analysis of the fairness of the merger, from a

                                      38

<PAGE>



financial point of view, to Today's Bancorp's shareholders, and were provided
to Today's Bancorp's Board of Directors in connection with the delivery of
Capital Market Securities' opinion.  The analyses do not purport to be
appraisals or to reflect the prices at which Today's Bancorp might actually be
sold at the present time or at any time in the future.

     In arriving at its opinion dated February 3, 2003, Capital Market
Securities, among other things:

     *     reviewed the draft form of the Agreement dated January 30, 2003;

     *     reviewed certain historical financial and other information
           concerning Today's Bancorp (or its subsidiary Today's Bank as
           appropriate) for the four fiscal years ended December 31, 2001, and
           for the four quarters ended March 31, June 30, September 30, and
           December 31, 2002;

     *     reviewed certain historical financial and other information
           concerning Riverview for the five fiscal years ended December 31,
           2001, for the three quarters ended March 31, June 30, September
           30, 2002, and limited information regarding Riverview's financial
           results for the three months ended December 31, 2002;

     *     held discussions with the senior management of Today's Bancorp and
           Riverview with respect to their past and current financial
           performance, financial condition, and future prospects;

     *     reviewed certain internal financial data, projections, and other
           information of Today's Bancorp, including financial projections
           approved by management;

     *     analyzed certain publicly available information of other financial
           institutions that Capital Market Securities deemed comparable or
           otherwise relevant to its inquiry and compared Today's Bancorp and
           Riverview from a financial point of view with certain of these
           institutions;

     *     compared the consideration to be received by the shareholders of
           Today's Bancorp pursuant to the Agreement with the consideration
           received by shareholders in other acquisitions of financial
           institutions that it deemed comparable or otherwise relevant to its
           inquiry;

     *     reviewed historical trading activity and ownership data of Today's
           Bancorp and Riverview common stock and considered the prospects for
           dividends and price movements; and

     *     conducted such other financial studies, analyses, and
           investigations and reviewed such other information as it deemed
           appropriate to enable it to render its opinion.

     In its review, Capital Market Securities also took into account an
assessment of general economic, market, and financial conditions and certain
industry trends and related matters.  Capital Market Securities' opinion was
necessarily based upon conditions as they existed and could be evaluated on
the date thereof and the information made available to Capital Market
Securities through the date thereof.

     There were no limitations imposed by the Board of Directors of Today's
Bancorp upon Capital Market Securities with respect to the investigations made
or procedures followed by Capital Market Securities in its review and
analysis.  In its review and analysis and in arriving at its opinion, Capital
Market Securities assumed and relied upon the accuracy and completeness of all
the financial information publicly available or provided to it by Today's
Bancorp and Riverview, and did not attempt to verify any of such information.
Capital Market Securities assumed (i) that the financial projections of
Today's Bancorp with respect to the results of operations likely to be
achieved by Today's Bancorp have been prepared on a basis reflecting the best
currently available estimates and judgments of Today's Bancorp's management as
to future financial performance and results and (ii) that such forecasts and
estimates would be realized in the amounts and in the time periods estimated
by management.  Capital Market Securities further assumed, without independent
verification, that the aggregate reserves for possible loan losses for Today's
Bancorp and Riverview were adequate to cover such losses.  Capital Market
Securities did not make or obtain any independent evaluations or appraisals of
any assets or liabilities of Today's Bancorp, Riverview, or any

                                      39

<PAGE>



of their respective subsidiaries, nor did it verify any of Today's Bancorp's
or Riverview's books and records or review any individual loan credit files.

     Capital Market Securities made a presentation to Today's Bancorp's Board
of Directors on February 3, 2003, and rendered a written opinion to Today's
Bancorp's Board of Directors prior to the execution and public announcement of
the Agreement.  Set forth below is a brief summary of the report presented to
Today's Bancorp's Board of Directors on February 3, 2003.

     Historical Financial Performance.  Capital Market Securities examined the
financial performance of Today's Bancorp (or its subsidiary Today's Bank as
appropriate) over the four-year period ended December 31, 2001, and for the
three-month interim periods ended March 31, June 30, September 30, and
December 31, 2002 and examined the financial performance of Riverview over the
five-year period ended December 31, 2001, and the three-month interim periods
ended March 31, June 30 and September 30, 2002 and limited information
regarding Riverview's financial results for the three months ended December
31, 2002.  The analysis of historical performance showed that Today's Bank had
comparatively strong growth rates in total assets, net loans and total
deposits, which is to be expected of a de novo bank in its early years of
operations.  In addition, the analysis showed, among other things, that:

     (i)     tangible equity to asset ratio as of December 31, 2002, was 7.1%
             for Today's Bancorp and 12.6% for Riverview;

     (ii)    loan to deposit ratio as of December 31, 2002, was 81.5% for
             Today's Bancorp and 97.2% for Riverview;

     (iii)   return on average assets for the twelve months ended December 31,
             2002 was a negative 1.55% for Today's Bancorp and 1.33% for
             Riverview; and

     (iv)    return on average equity for the twelve months ended December 31,
             2002 was a negative 19.1% for Today's Bancorp and 9.9% for
             Riverview.

     Stock Trading Analysis.  Capital Market Securities examined the
historical trading prices and volume of Riverview's common stock and compared
the historical trading prices of Riverview's common stock in relation to
movements in certain stock indices, specifically, a selected peer group index
composed of EverTrust Financial Group, Inc., Heritage Financial Corp., Horizon
Financial Corp., Oregon Trail Financial Corp., Timberland Bancorp Inc., and
First Mutual Bancshares, Inc., (collectively, the "Riverview Selected
Reference Institutions"), and the Nasdaq Bank Index.  Capital Market
Securities also analyzed the historical trading data, price/book value, and
price/earnings multiples of Riverview's common stock and compared them to the
Riverview Selected Reference Institutions as described below.

     Capital Market Securities also selected peer group index composed of
Atlantic Bancgroup Inc., Citizens First Corp., Community Capital Bancshares,
Crescent Financial Corp., Greenville First Bancshares, and Jacksonville
Bancorp, Inc., (collectively, Today's Selected Reference Institutions") to
provide a market indication of the price Today's Bancorp stock might trade
should a liquid market develop for Today's Bancorp's stock.

     Analysis of Selected Publicly Traded Reference Financial Institutions.
Capital Market Securities compared the selected financial data and financial
ratios of Riverview and Today's Bancorp to the Riverview Selected Reference
Institutions Today's Selected Reference Institutions, respectively.  Today's
Selected Reference Institutions, as a group, exhibited certain
characteristics- including asset size (assets between $100 million and $185
million), equity to total assets ratios between 6.25% and 10.5%, IPO dates in
1999 and business risk- similar to those exhibited by Today's Bancorp.  The
Riverview Selected Reference Institutions, as a group, exhibited certain
characteristics- including asset size (assets between $390 million and $710
million), equity to total assets ratios between 12.4% and 17.3%, geographic
proximity (located in northwestern United States), and business risk- similar
to those exhibited by Riverview.


                                      40

<PAGE>



     The comparison of the Today's Bancorp to Today's Selected Reference
Institutions showed, among other things, that:

     (i)     the ratio of Today's Bancorp's net loans to deposits was 81.5% as
             of December 31, 2002, compared to an average of 92.9% for Today's
             Selected Reference Institutions;

     (ii)    the ratio of Today's Bancorp's non-performing assets to total
             assets was 1.47%, compared to an average of 0.18% for Today's
             Selected Reference Institutions;

     (iii)   the ratio of Today's Bancorp's equity to total assets was 7.1%,
             compared to an average of 8.8% for Today's Selected Reference
             Institutions;

     (iv)    the latest twelve months' return on average assets for Today's
             Bancorp was a negative 1.55%, compared to an average return on
             assets of 0.64% for Today's Selected Reference Institutions; and

     (v)     the latest twelve months' return on average equity for Today's
             Bancorp was a negative 19.1%, compared to an average return on
             equity of 7.60% for Today's Selected Reference Institutions.

     (vi)    the Today's Selected Reference Institutions recorded a price to
             last twelve months earnings multiple of 17.19x and a price to
             tangible book multiple of 145.8%.

     Based upon the comparison of Today's Selected Reference Institutions, the
assumed merger consideration of $13.77 represents a significant premium to the
implied market value of Today's Bancorp's common stock.

     The comparison of Riverview to the Riverview Selected Reference
Institutions showed, among other things, that:

     (i)     the ratio of Riverview's net loans to deposits was 97.2% as of
             December 31, 2002, compared to an average of 105.9% for the
             Riverview Selected Reference Institutions;

     (ii)    the ratio of Riverview's non-performing assets to total assets
             was 0.30%, compared to an average of 0.33% for the Riverview
             Selected Reference Institutions;

     (iii)   the ratio of Riverview's equity to total assets was 12.7%,
             compared to an average of 12.8% for the Riverview Selected
             Reference Institutions;

     (iv)    the last twelve months' return on average assets for Riverview
             was 1.33%, compared to an average return on assets of 1.35% for
             the Riverview Selected Reference Institutions;

     (v)     the latest twelve months' return on average equity for Riverview
             was 9.9%, compared to an average return on equity of 10.5% for
             the Riverview Selected Reference Institutions;

     (vi)    as of January 31, 2003, the ratio of Riverview's market price to
             its December 31, 2002 tangible book value per common share was
             124.9%, compared to an average of 143.6% for the Riverview
             Selected Reference Institutions; and

     (vii)   the price/earnings ratio for Riverview based on the latest twelve
             months' earnings per share was 12.69x compared to an average of
             13.74x for the Riverview Selected Reference Institutions for
             their latest twelve months' earnings per share.

     Based upon the comparison of the Riverview Selected Reference
Institutions, the market pricing of Riverview at February 3, 2003 indicates
that the Riverview common stock was attractively priced and represented an
opportunity for upward appreciation to Today's Bancorp shareholders who elect
to receive Riverview common stock as consideration in exchange for their
holdings of Today's Bancorp common stock.

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<PAGE>



     Analysis of Selected Reference Merger and Acquisition Transactions.
Capital Market Securities reviewed and performed an analysis of 69 bank
mergers in the West and Southwest (the "Selected West and Southwest Bank
Acquisitions") and 63 bank mergers in the U.S. with a transaction size between
$10 million and $25 million (the "Selected U.S. Bank Acquisitions") announced
in 2001 and 2002, comparing the selling bank's capital structure and
profitability with Today's Bancorp's current results of operations and
financial condition.  The Selected West and Southwest Bank Acquisitions and
Selected U.S. Bank Acquisitions were chosen because they represented merger
and acquisition transactions which involve selling banks (exclusive of merger
of equals transactions) exhibiting certain characteristics- including asset
size, geographic proximity, and business risk- similar to those exhibited by
Today's Bancorp.  Excluding the highest and lowest ratios, the selling banks
involved in the Selected West and Southwest Bank Acquisitions and the Selected
U.S. Bank Acquisitions had an average return on assets for the latest twelve
months prior to announcement date of 1.16% and 1.13%, respectively, and an
average return on equity for the latest twelve months prior to announcement
date of 12.79% and 12.35%, respectively, as compared to -0.49% and -6.1%,
respectively, for Today's Bancorp.

     Set forth below is a summary of the information presented to Today's
Bancorp's Board of Directors with respect to the Selected West and Southwest
Bank Acquisitions and the Selected U.S. Bank Acquisitions based upon an
estimated value of $13.77 per share of Today's Bancorp's common stock.

                            Selected West and Southwest       Selected
                                 Bank Acquisitions        Bank Acquisitions
                             ------------------------  ----------------------
                                       Riverview                 Riverview
                  Riverview              Offer                     Offer
                   Offer (1) Median    Percentile (2)  Median   Percentile (2)
                  ---------  ------   ---------------  -------  --------------

Consideration/LTM
 Earnings           23.5x    17.1a          78%         17.2x       81%
Consideration/
 Tangible Book
 Value             190.3%   195.2%          44%        177.2%       53%
Deposit Premium     12.5%     8.7%          71%          8.2%       87%

(1)     Based on an assumed merger consideration of $13.77
(2)     Position of the Riverview offer in relation to percentile ranking of
        the Selected West and Southwest Bank Acquisitions and the Selected
        U.S. Bank Acquisitions, respectively.
(3)     Based upon the level of Today's Bancorp's deposits exclusive of
        out-of-market deposits

     Based upon a review of the above referenced percentile rankings, the
assumed merger consideration of $13.77 represents an above average price
relative to prices obtained in mergers of selling banks comparable to Today's
Bancorp.

     Market Pricing and Other Indications of Interest.  The consideration of
$13.77 represents a premium of 37.7% to Today's Bancorp's $10.00 offering
price for shares issued in conjunction with Today's Bank 2002 sale of common
stock.

     Pro Forma Merger Analysis.  Based on pro forma calculations developed,
Capital Market Securities analyzed certain pro forma effects of the merger.
This analysis indicated that the merger would be dilutive to Riverview's
tangible book value per share.  However, the merger will be accretive to
earnings per share in the first full year following the close of the merger,
assuming that certain synergies are achieved.

     Discounted Cash Flow Analysis.  At the Board of Directors meeting on
February 3, 2003, Capital Market Securities presented the results of a
discounted cash flow analysis calculated through the fiscal year ended
December 31, 2007, designed to compare the present value, under certain
assumptions, that would be attained if Today's Bancorp remained independent
through the year 2007 and thereafter sold through a merger at pricing
multiples similar to the Riverview offer.  The results produced in the
analysis did not purport to be indicative of actual values or expected values
of Today's Bancorp or the shares of Today's Bancorp's common stock.

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<PAGE>



     For the purpose of the analysis Capital Market Securities made reference
to financial forecasts and projections approved by Today's Bancorp's
management, the "Base Case Scenario." The Base Case Scenario projections
assumed, among other things, that Today's Bancorp would achieve an average
annual growth rate in assets of approximately 10.5% per year, a net interest
margin averaging approximately 4.24% per year, operating expenses as a
percentage of average assets averaging approximately 3.29% per year, and
annual return on average assets averaging approximately 0.60% per year. The
Base Case projections assumed that Today's Bancorp would average an equity to
assets ratio of 8.02%.  The projected shareholder cash flows from Today's
Bancorp were estimated including an estimate of the terminal value of Today's
Bancorp's common stock at fiscal year-end 2007 and discounted, as described
below.  The cash flows were discounted at a range of rates from 10.0% to
15.0%.  These rates were selected because, in Capital Market Securities'
experience, they represent rates that investors in securities such as Today's
Bancorp common stock would demand in light of the potential appreciation and
risks as observed in expected returns for alternative investments.  The
discount rates are further supported by Ibbottson Associates' published
weighted average cost of capital of 11.91% for small commercial banks as of
December 31, 2002.  Capital Market Securities also noted that these rates are
frequently cited in other merger transactions in the banking industry.

     In estimating the appropriate terminal value of Today's Bancorp at fiscal
year-end 2007, Capital Market Securities estimated the value of the shares
based on multiples of projected 2007 earnings.  Capital Market Securities
applied price to earnings multiples in the range of 21.5x to 25.0x to the
estimated fiscal year December 31, 2007, earnings per share.  The range of
multiples is indicative of the estimated range of prices potentially available
to shareholders, assuming a future sale of Today's Bancorp.  Acquisition and
trading multiples from time to time fluctuate considerably, and no assurance
can be made that future acquisition or trading multiples will be comparable to
historical levels.

     Set forth below is a summary of the results of Capital Market Securities'
discounted cash flow analysis, indicating the range of derived present values
per share of Today's Bancorp's common stock, as presented to Today's Bancorp's
Board of Directors on February 3, 2003, and compared to the Merger
Consideration of $13.77 per common share.

                                        PV Per Share
               Terminal    ---------------------------------------
                 P/E          10.0%         12.5%         15.0%
               --------    -----------   -----------   -----------
                21.5x         $12.42        $9.29         $8.32
                23.5x         $13.57       $10.32         $9.25
                25.0x         $14.44       $11.35        $10.17

     The summary of the Capital Market Securities opinion set forth above
provides a description of the main elements of Capital Market Securities'
presentation to Today's Bancorp's Board of Directors on February 3, 2003.  It
does not purport to be a complete description of the presentation of Capital
Market Securities to Today's Bancorp's Board of Directors or of the analyses
of Capital Market Securities.

     In performing its analyses, Capital Market Securities made numerous
assumptions with respect to industry performance, general business and
economic conditions, and other matters, many of which are beyond the control
of Today's Bancorp. Such analyses were prepared solely as a part of Capital
Market Securities' analysis of the fairness of the consideration to be
received by Today's Bancorp's shareholders from a financial point of view and
were provided to Today's Bancorp's Board of Directors in connection with the
delivery of Capital Market Securities' opinion.

     Pursuant to an engagement letter dated October 18, 2002, between Today's
Bancorp and Capital Market Securities, Today's Bancorp agreed to pay Capital
Market Securities a non-refundable retainer fee of $20,000 and a fee of
$20,000 upon delivery of its opinion of the fairness of the merger, from a
financial point of view, to Today's Bancorp shareholders.  In addition,
Today's Bancorp has agreed to pay Capital Market Securities a transaction fee,
in an amount equal to 1% of the aggregate value of the merger consideration
(less the above-mentioned $20,000

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<PAGE>



retainer fee), for its services in connection with negotiating the merger,
conducting due diligence and valuation analysis and advising the Today's
Bancorp Board of Directors.  The transaction fee is contingent on consummation
of the merger.  Capital Market Securities is expected to receive approximately
$187,000 for its work on the merger, in addition to reimbursement for expenses
incurred in connection with the engagement.  Today's Bancorp also agreed to
indemnify and hold harmless Capital Market Securities and its shareholders,
directors, officers, partners, agents, employees and other affiliates against
certain liabilities in connection with its services under the engagement
letter, except in certain cases for liabilities resulting from the bad faith
or negligence of Capital Market Securities.  Capital Market Securities' fee
for its fairness opinion is not contingent upon or affected by its valuation
conclusion or consummation of the merger.

     Capital Market Securities is an affiliate of Young & Associates, Inc., a
consulting firm that has performed work for Today's Bancorp during the past
two years relating to advising the Board of Directors on various strategic
planning matters unrelated to the merger. There has been no material
relationship between Capital Market Securities or its affiliates and Today's
Bancorp or its affiliates other than as described herein during the past two
years, nor is any such relationship mutually understood to be contemplated.

Rights of Dissenting Shareholders

     Under Washington law, you will have dissenters' rights with respect to
the merger. If you follow the procedures set forth in Chapter 13 of the
Washington Business Corporation Act (Chapter 23B.13 of the Revised Code of
Washington), these rights will entitle you to receive the fair value of your
shares of Today's Bancorp common stock rather than having your shares
converted into the right to receive the cash payment and/or shares of
Riverview common stock as described above. Accompanying this proxy statement-
prospectus as Appendix C is a copy of the text of Chapter 13 of the Washington
Business Corporation Act, which prescribes the procedures for the exercise of
dissenters' rights and for determining the fair value of Today's Bancorp
common stock. Today's Bancorp shareholders electing to exercise dissenters'
rights must comply with the provisions of Chapter 13 of the Washington
Business Corporation Act in order to perfect their rights. Today's Bancorp and
Riverview will require strict compliance with the statutory procedures.

     The following is intended as a brief summary of the material provisions
of the Washington statutory procedures required to be followed by a
shareholder in order to dissent from the merger and perfect the shareholder's
dissenters' rights. This summary, however, is not a complete statement of all
applicable requirements and is qualified in its entirety by reference to
Chapter 13 of the Washington Business Corporation Act, the full text of which
appears in Appendix C of this proxy statement-prospectus.

     Under Chapter 13, a Today's Bancorp shareholder of record for the special
meeting who desires to assert dissenters' rights must (1) deliver to Today's
Bancorp before the shareholder vote is taken written notice of the
shareholder's intent to demand payment in cash for shares owned if the merger
is effectuated, and (2) not vote the shareholder's shares in favor of the
merger, either in person or by proxy.  Dissenting shareholders may send their
written notice to Dan Heine, President and Chief Executive Officer, Today's
Bancorp, Inc., 204 SE Park Plaza Drive, Number 109, Vancouver, Washington
98668.

     A shareholder who wishes to exercise dissenters' rights generally must
dissent with respect to all the shares the shareholder owns or over which the
shareholder has power to direct the vote.  However, if a record shareholder is
a nominee for several beneficial shareholders some of whom wish to dissent and
some of whom do not, then the record holder may dissent with respect to all
the shares beneficially owned by any one person by notifying Today's Bancorp
in writing of the name and address of each person on whose behalf the record
shareholder asserts dissenters' rights.  A beneficial shareholder may assert
dissenters' rights directly by submitting to Today's Bancorp the record
shareholder's written consent and by dissenting with respect to all the shares
of which such shareholder is the beneficial shareholder or over which such
shareholder has power to direct the vote.

                                      44

<PAGE>



     A shareholder of Today's Bancorp who does not follow the procedures set
forth in RCW 23B.13 will lose his or her statutory dissenters' rights.  In
addition, any shareholder electing to exercise dissenters' rights must either
vote against the merger or abstain from voting.

     If the merger is approved by the Today's Bancorp shareholders, Today's
Bancorp must mail or deliver a written notice of dissenters' rights to each
dissenting shareholder satisfying the above conditions within ten days after
shareholder approval has occurred. The notice to dissenting shareholders must:

     1.   State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;

     2.   Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received;

     3.   Supply a form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the terms of the
proposed merger, which was February 6, 2003, and require that the dissenting
shareholder certify whether or not that shareholder acquired beneficial
ownership of the shares before that date;

     4.   Set a date by which Today's Bancorp must receive the payment demand,
which date may not be fewer than 30 nor more than 60 days after the date the
notice to dissenters is delivered; and

     5.   Be accompanied by a copy of Chapter 13 of the Washington Business
Corporation Act.

     Any Today's Bancorp shareholder who is sent a notice to dissenters must
then (a) demand payment for the shareholder's shares of Today's Bancorp common
stock, (b) certify whether the shareholder acquired beneficial ownership of
the Today's Bancorp common stock before February 6, 2003 (the date the merger
was publicly announced) and (c) deposit the shareholder's certificates
representing shares of Today's Bancorp common stock, all in accordance with
the terms of the notice to dissenters. A Today's Bancorp shareholder who fails
to take these steps by the date set forth in the notice to dissenters will not
be entitled to payment for the shareholder's shares through the dissenters'
rights process.

     A Today's Bancorp shareholder who desires to exercise dissenters' rights
concerning the merger but who does not comply with the preliminary conditions
described above will be considered not to be entitled to dissenters' rights
under Chapter 13 of the Washington Business Corporation Act. Shareholders who
execute and return the enclosed proxy, but do not specify a choice on the
merger proposal will be deemed to have voted in favor of the merger and,
accordingly, to have waived their dissenters' rights, unless the shareholder
revokes the proxy before it is voted and satisfies the other requirements of
Chapter 13 of the Washington Business Corporation Act.

     Upon consummation of the merger, Riverview will pay each dissenting
shareholder who has complied with all statutory requirements and the notice to
dissenters, and who was the beneficial owner of Today's Bancorp common stock
before February 6, 2003 (the date the merger was first publicly announced),
Riverview's estimate of the fair value of the shares as of the time
immediately before the merger, excluding any appreciation in value in
anticipation of the merger. For those dissenters who became beneficial owners
of shares on or after February 6, 2003, Riverview will provide its estimate of
fair value upon consummation of the merger, but may withhold payment of the
fair value of the shares until the dissenting shareholder agrees to accept the
estimated fair value amount in full satisfaction of the dissenting
shareholder's demand or until Riverview is otherwise directed by a court of
competent jurisdiction.

     If the dissenting shareholder believes the amount paid or estimated by
Riverview is less than the fair value for his or her shares of Today's Bancorp
common stock or if Riverview fails to make payment to the dissenting
shareholder within 60 days after the date set for demanding payment, the
dissenting shareholder may notify Riverview in writing of the shareholder's
own estimate of the fair value of his or her shares and demand payment of

                                      45

<PAGE>



his or her estimate (less the amount of any payment made by Riverview for the
shares to the dissenting shareholder). Demand for payment must be made in
writing within 30 days after Riverview has made payment for the dissenting
shareholder's shares or has offered to pay its estimate of fair value for the
dissenting shareholder's shares. Riverview will not give further notice to the
dissenting shareholder of this deadline. A dissenting shareholder who fails to
make the demand within this time waives the right to demand payment for the
shareholder's shares.

     Riverview can elect to agree with the dissenting shareholder's fair value
demand or if a demand for payment remains unsettled, Riverview must commence a
proceeding in the circuit or superior court of Clark County within 60 days
after receiving the payment demand from the dissenting shareholder and
petition the court to determine the fair value of the shares. If Riverview
fails to commence the proceeding within the 60 day period, it must pay each
dissenting shareholder whose demand remains unsettled the amount demanded.
Riverview must make all dissenting shareholders whose demands remain unsettled
parties to the proceeding and all parties must be served a copy of the
petition. The court may appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair value. Each
dissenting shareholder made a party to the proceeding is entitled to judgement
(a) for the amount, if any, by which the court finds the fair value of the
dissenting shareholder's shares, plus interest, exceeds the amount paid by
Riverview, or (b) for the fair value, plus accrued interest of the dissenting
shareholder's after-acquired shares for which Riverview elected to withhold
payment under Chapter 13 of the Washington Business Corporation Act.

     The court will determine all costs of the appraisal proceeding, including
the reasonable compensation and expenses of appraisers appointed by the court,
and will assess these costs against the parties in amounts the court finds
equitable. The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds equitable,
against Riverview if the court finds that Riverview did not comply with
Chapter 13 of the Washington Business Corporation Act or against either
Riverview or a dissenting shareholder if the court finds that the party
against whom the fees and expenses are assessed acted arbitrarily, vexatiously
or not in good faith with respect to the rights provided by Chapter 13 of the
Washington Business Corporation Act.

     If Today's Bancorp and Riverview do not consummate the merger within 60
days after the date set in the notice to dissenters for demanding payment and
depositing certificates of Today's Bancorp common stock, Today's Bancorp will
return the deposited certificates. If after returning the deposited
certificates Today's Bancorp and Riverview consummate the merger, Today's
Bancorp will send a new notice to dissenters and repeat the payment demand
process.

     Every Today's Bancorp shareholder who does not deliver a notice of intent
to demand payment for his or her shares as described above, or who votes in
favor of the merger, is bound by the vote of the assenting shareholders and
will have no right to dissent and to demand payment of the fair value of the
shareholder's shares of Today's Bancorp common stock as a result of the
merger. Such a shareholder will only be entitled to the same consideration
described in this document to be offered to every other assenting Today's
Bancorp shareholder as a result of the merger. Voting against the merger does
not in itself constitute the notice of intent to demand payment required by
Chapter 13 of the Washington Business Corporation Act.

Interests of Our Directors and Officers in the Merger that Differ from Your
Interests

     Some members of Today's Bancorp's management and board of directors may
have interests in the merger that are in addition to or different from the
interests of Today's Bancorp shareholders. Today's Bancorp's board of
directors was aware of these interests and considered them in approving the
merger agreement.

     Change of Control Agreements with Dan Heine, Dennis Hall and Richard H.
High. On October 22, 2002, Today's Bancorp entered into change of control
agreements with Messrs. Heine, Hall and High that provide for payments in the
event of a change of control of Today's Bancorp or Today's Bank.  Under these
agreements Messrs. Heine, Hall and High are entitled to receive the difference
between 200%, 100% and 100%, respectively, of the individual's cash
compensation, including bonuses, for 2002 paid to the individual after the
change of control and prior to his termination.  The merger will constitute a
change of control and, therefore, will entitle such officers

                                      46

<PAGE>



to the change of control payments.  In connection with the merger and as
agreed to in the merger agreement, Dan Heine will receive $371,000.  The
merger agreement provides that the aggregate change of control payments to the
other individuals will not exceed $175,000.

     Retention Agreements with Dennis Hall, Ray Sprung and Richard High.
Riverview and Riverview Community Bank have entered into retention agreements
with Dennis Hall, Ray Sprung and Richard H. High to serve as Vice Presidents,
Business and Professional Banking, of Riverview Community Bank. The retention
agreements supersede the change of control agreements that were entered into
with Messrs. Hall and High and Today's Bank and have a term of one year from
completion of the merger, with the exception of the noncompete provisions of
the agreements, which are for an indefinite period of time.  The retention
agreements provide that if the executive is terminated under certain
circumstances within the first year after the merger that he shall be entitled
to receive an amount that equals the difference between the compensation he
received in 2002 less the cash compensation he received prior to his
termination. In connection with the hiring of these individuals, Riverview
offered each individual options to acquire 5,000 shares of Riverview common
stock.

     Cancellation of Stock Options. As of ____, 2003, directors and executive
officers of Today's Bancorp have stock options to purchase ________ shares of
Today's Bancorp common stock.  Holders of stock options and warrants will
receive the difference between $13.77 (assuming no Today's Bancorp stock
options or warrants are exercised prior to the closing of the merger) and the
exercise price of the stock option.

     Protection of Today's Bancorp Directors and Officers Against Claims.
Riverview has also agreed that it will maintain a policy of directors' and
officers' liability insurance coverage for the benefit of Today's Bancorp's
directors and officers for three years following consummation of the merger.

Regulatory Approvals Needed to Complete the Merger

     The merger of Today's Bancorp with Riverview is subject to the prior
approval of the Board of Governors of the Federal Reserve System under the
Bank Holding Company Act. Riverview filed a request for a waiver of this
application requirement on March 21, 2003 and received this waiver on April 3,
2003.

     Completion of the merger of Today's Bank with Riverview Community Bank is
subject to prior approval of the Office of Thrift Supervision. In reviewing
applications for transactions of this type, the OTS must consider, among other
factors, the financial and managerial resources and future prospects of the
existing and resulting institutions, and the convenience and needs of the
communities to be served. In addition, the OTS may not approve a transaction
if it will result in a monopoly or otherwise be anticompetitive. Riverview
filed an application with the OTS on March 21, 2003.

     The merger of Today's Bancorp with Riverview is also subject to the prior
approval of the Washington Department of Financial Institutions.  Riverview
filed an application with the Washington Department on March 21, 2003.

     Under the Community Reinvestment Act of 1977, the OTS must take into
account the record of performance of Riverview Community Bank and Today's Bank
in meeting the credit needs of the entire community, including low- and
moderate-income neighborhoods, served by each institution. As part of the
review process, bank regulatory agencies frequently receive comments and
protests from community groups and others. Riverview Community Bank and
Today's Bank each received a "Satisfactory" rating during their last federal
Community Reinvestment Act examinations.

     In addition, a period of 15 to 30 days must expire following approval by
the OTS before completion of the merger is allowed, within which period the
United States Department of Justice may file objections to the merger under
the federal antitrust laws. While we believe that the likelihood of objection
by the Department of Justice is remote in this case, there can be no assurance
that the Department of Justice will not initiate proceedings to block the

                                      47

<PAGE>



merger, or that the Attorney General of the State of Washington will not
challenge the merger, or if any proceeding is instituted or challenge is made,
as to the result of the challenge.

     The merger cannot proceed in the absence of the requisite regulatory
approvals. See "The Merger Agreement--Conditions to Completing the Merger" and
"--Terminating the Merger Agreement." There can be no assurance that the
requisite regulatory approvals will be obtained, and if obtained, there can be
no assurance as to the date of any approval. There can also be no assurance
that any regulatory approvals will not contain a condition or requirement that
causes the approvals to fail to satisfy the condition set forth in the merger
agreement and described under "The Merger Agreement--Conditions to Completing
the Merger."

     The approval of any application merely implies the satisfaction of
regulatory criteria for approval, which does not include review of the merger
from the standpoint of the adequacy of the cash consideration or the exchange
ratio for converting Today's Bancorp common stock to Riverview common stock.
Furthermore, regulatory approvals do not constitute an endorsement or
recommendation of the merger.

Accounting Treatment of the Merger

     Riverview will account for the merger as a purchase, as that term is used
under generally accepted accounting principles, for accounting and financial
reporting purposes. Under the purchase method of accounting, the assets and
liabilities of Today's Bancorp will be recorded on Riverview's consolidated
balance sheet at their estimated fair value at the effective date of the
merger. The amount by which the purchase price paid by Riverview exceeds the
fair value of the net tangible and identifiable intangible assets acquired by
Riverview through the merger will be recorded as goodwill. Financial
statements of Riverview issued after the effective date of the merger will
reflect these values and will not be restated retroactively to reflect the
historical position or results of operations of Today's Bancorp.

Resale of Riverview Common Stock

     The shares of Riverview common stock to be issued to shareholders of
Today's Bancorp in the merger have been registered under the Securities Act of
1933. Shares of Riverview common stock issued in the merger may be traded
freely and without restriction by those shareholders not deemed to be
"affiliates" of Today's Bancorp, as that term is defined in the rules under
the Securities Act of 1933. Riverview common stock received by those
shareholders of Today's Bancorp who are deemed to be "affiliates" of Today's
Bancorp at the time the merger is submitted for vote of the shareholders of
Today's Bancorp may be resold without registration under the Securities Act of
1933 only to the extent provided for by Rule 145 promulgated under the
Securities Act of 1933, which permits limited sales under certain
circumstances, or pursuant to another exemption from registration. An
affiliate of Today's Bancorp is an individual or entity that controls, is
controlled by or is under common control with, Today's Bancorp, and may
include the executive officers and directors of Today's Bancorp, as well as
certain principal shareholders of Today's Bancorp. The same restrictions apply
to certain relatives or the spouse of those persons and any trusts, estates,
corporations or other entities in which those persons have a 10% or greater
beneficial interest.

     Today's Bancorp has agreed in the merger agreement to use its best
efforts to cause each person who is an affiliate of Today's Bancorp for
purposes of Rule 145 under the Securities Act of 1933 to deliver to Riverview
a written agreement intended to ensure compliance with the Securities Act of
1933.

                             THE MERGER AGREEMENT

     The following describes material provisions of the merger agreement. This
description does not purport to be complete and is qualified by reference to
the merger agreement, which is attached as Appendix A and is incorporated by
reference into this proxy statement-prospectus.

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<PAGE>



Terms of the Merger

     The merger agreement provides for a business combination in which Today's
Bancorp will merge with and into Riverview. Riverview will be the surviving
corporation in the merger.

     As a result of the merger, except as noted below, each outstanding share
of Today's Bancorp common stock will be converted into the right to receive,
at the election of the holder, either shares of Riverview common stock or
$13.77 in cash (assuming no Today's Bancorp stock options or warrants are
exercised prior to the closing of the merger).  See "The Merger-Conversion of
Today's Bancorp Common Stock." Riverview will not issue fractions of shares of
Riverview common stock, but instead will pay each holder of Today's Bancorp
common stock who would otherwise be entitled to a fraction of a share of
Riverview common stock an amount in cash determined by multiplying that
fraction by the average closing price of Riverview common stock over a
measurement period prior to the completion of the merger. If there is a change
in the number or classification of shares of Riverview outstanding as a result
of a stock split, stock dividend, reclassification, recapitalization, or other
similar transaction, the exchange ratio will be equitably adjusted. Shares of
Today's Bancorp common stock held directly or indirectly by Riverview will be
canceled and retired upon completion of the merger, and no payment will be
made for them. Canceled shares will not include shares held by either Today's
Bancorp or Riverview in a fiduciary capacity or in satisfaction of a debt
previously contracted. Holders of shares for which dissenters' rights have
been exercised will be entitled only to the rights granted by Washington law.

When Will the Merger be Completed

     The closing of the merger will take place on a date designated by
Riverview. See "--Conditions to Completing the Merger." On the closing date,
Riverview will file articles of merger with the Washington Secretary of State
merging Today's Bancorp into Riverview. The merger will become effective at
the time stated in the articles of merger.

     Riverview and Today's Bancorp expect to complete the merger in the third
calendar quarter of 2003. However, we cannot guarantee when or if the required
regulatory approvals will be obtained. See "The Merger--Regulatory Approvals
Needed to Complete the Merger." Furthermore, either company may terminate the
merger agreement if, among other reasons, the merger has not been completed on
or before September 30, 2003, unless failure to complete the merger by that
time is due to a misrepresentation, breach of warranty or failure to fulfill a
covenant by the party seeking to terminate the agreement. See "--Terminating
the Merger Agreement."

Conditions to Completing the Merger

     Riverview's and Today's Bancorp's obligations to consummate the merger
are conditioned on the following:

     *     approval of the merger agreement by Today's Bancorp shareholders;

     *     receipt of all required regulatory approvals without any conditions
           that would materially and adversely impact the benefits of the
           merger to Riverview and the expiration of all statutory waiting
           periods;

     *     no party to the merger being subject to any legal order that
           prohibits consummating any part of the transaction, no governmental
           entity having instituted any proceeding for the purpose of blocking
           the transaction, and the absence of any statute, rule or regulation
           that prohibits completion of any part of the transaction;

     *     the registration statement of which this proxy statement-prospectus
           forms a part being declared effective by the Securities and
           Exchange Commission, the absence of any pending or threatened

                                      49

<PAGE>



           proceeding by the Securities and Exchange Commission to suspend the
           effectiveness of the registration statement and the receipt of all
           required state "blue sky" approvals;

     *     receipt by each of us of all consents and approvals from third
           parties (other than those required from government agencies)
           required to complete the merger, unless failure to obtain those
           consents or approvals would not have a material adverse effect on
           Riverview after completion of the merger;

     *     the shares of Riverview to be issued in the merger having been
           qualified for listing on Nasdaq;

     *     receipt by each of us of an opinion from Breyer & Associates PC to
           the effect that the merger will be treated for federal income tax
           purposes as a reorganization within the meaning of Section 368(a)
           of the Internal Revenue Code;

     *     receipt by each of us of legal opinions from counsel to the other
           party;

     *     the other party having performed in all material respects its
           obligations under the merger agreement, the other party's
           representations and warranties being true and correct as of the
           date of the merger agreement and as of the closing date and there
           not having been any material adverse change in the business or
           financial position of the other party, and

     *     a certificate signed by the other party's chief executive officer
           and chief financial officer to that effect.

     The obligation of Today's Bancorp to complete the merger is also
conditioned on Riverview's stock price per share  not being below $11.18
provided that Riverview can require Today's Bancorp to proceed on the merger
by increasing the value of the Riverview stock being issued to Today's Bancorp
shareholders to $6,319,947.

     The obligation of Riverview to complete the merger is also conditioned
upon:

     *     the number of dissenting shares not exceeding 5% of the outstanding
           shares of Today's Bancorp common stock;

     *     Today's Bancorp not entering into an agreement to pursue a
           transaction with another entity other than Riverview;

     *     Today's Bancorp not having any additional benefits payable to
           insiders other than as disclosed to Riverview at the time of the
           signing of the merger agreement.

     We cannot guarantee whether all of the conditions to the merger will be
satisfied or waived by the party permitted to do so.

Conduct of Business Before the Merger

     Today's Bancorp has agreed that, until completion of the merger and
unless permitted by Riverview, it will:

     General Business

     *     conduct its business only in the regular, ordinary and usual course
           consistent with past practice;

     *     preserve intact its business organization, customer base, employees
           and assets to maintain its rights and franchises,

                                      50

<PAGE>



     *     not take any action that would adversely affect or delay its
           ability to perform its obligations under the merger agreement or to
           consummate the transactions contemplated by the merger agreement;

     *     not enter into any new lines of business or any transactions other
           than in the ordinary course of business; and

     *     keep important contracts and adequate insurance in place.

     Indebtedness

     *     not incur any additional indebtedness except in the ordinary course
           of business consistent with past practices;

     Capital Stock

     *     not issue any additional shares of capital stock, except pursuant
           to the exercise of stock options or warrants.

     *     not repurchase or redeem any of its capital stock;

     *     not affect any splits, stock or cash dividends or make any other
           distribution on its capital stock;

     Dispositions

     *     not dispose of any of its assets or earning power, or sell any
           asset, other than in the ordinary course of business for reasonable
           consideration;

     Investments

     *     not enter into or renew any investment securities or deposits other
           than in the ordinary course of business consistent with past
           practices.

     *     not buy a substantial part of the assets or earning power of
           another entity;

     *     not make any investment in new service contracts, purchase or sale
           agreements or lease agreements that are material;

     *     not acquire control over any corporation, firm, organization, or
           other entity

     *     not enter into, renew or purchase any investments in equity
           contracts or engage in hedging activity;

     Contracts

     *     except as contemplated by the merger agreement, not enter into,
           renew, amend or terminate any materials contract or agreement, or
           make any change in or renew any of its materials leases or
           contracts;

     Loans

     *     except in the ordinary course of business, consistent with past
           practices, not renegotiate, renew, increase, extend or purchase any
           loans, lease, advances, credit enhancements or other extension of
           credit or any commitment concerning the foregoing;

                                      51

<PAGE>



     *     not make or amend any loan or extension of credit or commit to make
           or increase any such loan or extension of credit to any director or
           officer of Today's Bank or loans to holders of more than 5% of
           Today's Bancorp stock, except for loans or extensions of credit
           that do not exceed more the 2% of Today's Bank capital;

     Employees

     *     not grant any increase in the compensation or benefits of any of
           its employees or directors;

     *     not enter into any severance agreements with its officers or
           employees;

     *     not make any change in retirement benefits unless required by law;

     *     not hire any new employee with an annual compensation of over
           $25,000;

     *     not amend any existing employment agreement, indemnification
           agreement or enter into any new employment agreement;

     *     not adopt or terminate any employee benefit plan except as required
           by the merger agreement or by law;

     Settling Claims

     *     not initiate or pursue any existing claims including claims under
           its blanket bond policy or settle any claim against it for more
           than $15,000 or impose or agree to material restrictions on its
           operations;

     Governing Documents

     *     not amend its articles of incorporation or bylaws;

     Sale of Assets

     *     other than in the ordinary course of business consistent with past
           practice, not sell or dispose of any of its properties, leases or
           assets or release any indebtedness except in connection with
           contracts in force on the date of the merger agreement;

     Capital Expenditures

     *     not make any capital expenditures, except for expenditures
           necessary to maintain existing assets in good repair in amounts
           less than $5,000 individually or $15,000 in the aggregate;

     Branches

     *     not sell, relocate or open or close any branch or other office or
           file an application pertaining to such action;

     Accounting

     *     not change its method of accounting, except as required by changes
           in generally accepted accounting principles or regulatory
           requirements;

                                      52

<PAGE>



     Merger Agreement

     *     not agree to any action or take any action or omit to take any
           action which would result in any of its representations and
           warranties under the merger agreement being or becoming untrue;

     Taxes

     *     not settle or compromise any material tax liability or matters
           related thereto except in the ordinary course of business
           consistent with past practice;

     Other Agreements

     *     agree not to take, commit to take any or adopt any resolutions in
           support of any of the foregoing actions.

     Riverview has agreed that, until the completion of the merger, it will
not:

     *     take any action that would materially adversely affect the ability
           of Riverview to obtain any necessary approvals of the regulatory
           authorities to complete the merger to adversely affect is ability
           to perform its covenants and agreements under the merger agreement.

Covenants of Today's Bancorp and Riverview in the Merger Agreement

     Agreement Not to Solicit Other Proposals. Today's Bancorp and Today's
Bank have agreed not to initiate, solicit, encourage, facilitate, obtain or
endorse any acquisition proposal with a third party. An acquisition proposal
means any offer, agreement, or understanding in which a person or entity,
other than Riverview, would:

     *     initiate a merger, consolidation, share exchange, consolidation or
           business combination, or other similar transaction involving
           Today's Bancorp or Today's Bank;

     *     acquire the right vote ten percent or more of the outstanding
           Today's Bancorp common stock; and

     *     acquire a significant portion of the assets or earning power of
           Today's Bank.

     Despite the agreement of Today's Bancorp not to solicit other acquisition
proposals, the board of directors of Today's Bancorp may generally negotiate
or have discussions with, or provide information to, a third party who makes
an unsolicited, written, bona fide acquisition proposal, provided that the
Today's Bancorp board of directors, after consultation with and receipt of
advice from outside legal counsel, deems such action to be required in order
for the board of directors to comply with its fiduciary duties to Today's
Bancorp shareholders under applicable law.

     If Today's Bancorp receives a proposal or information request from a
third party or enters into negotiations with a third party, Today's Bancorp
must notify Riverview and provide Riverview with information about the third
party and its proposal.

     Employee Matters. Subject to determination of Riverview's staffing needs,
each person who is an employee of Today's Bank as of the closing of the merger
(whose employment is not specifically terminated upon the closing) will become
an employee of Riverview Community Bank. Riverview will make available
employer provided health and other employee welfare benefit plans to each
continuing employee on the same basis that it provides such coverage to
Riverview employees. Former employees of Today's Bank will be eligible to
participate in Riverview's benefit plans with full credit for prior service
with Today's Bancorp for purposes of eligibility and vesting (but not for
accrual of benefits) purposes.

     Indemnification of Today's Bancorp Officers and Directors. Riverview has
agreed that it will maintain a policy of directors' and officers' liability
insurance coverage, or provide a policy providing comparable coverage and
amounts on terms no less favorable than Today's Bancorp's current policy, for
the benefit of Today's Bancorp's

                                      53

<PAGE>



directors and officers who are currently covered by insurance for three years
following consummation of the merger, subject to a cap on the amount of annual
premiums.

     Certain Other Covenants. The merger agreement also contains other
agreements relating to our conduct before consummation of the merger,
including the following:

     *     After all requisite approvals necessary to consummate the merger
           are obtained, Today's Bancorp and Today's Bank will modify and
           change its accruals and reserves so as to be consistent with
           those of Riverview and Riverview Community Bank.

     *     Today's Bancorp will give Riverview, and Riverview will give
           Today's Bancorp, access during normal business hours to each's
           property, books, records and personnel and furnish all information
           either party may reasonably request. Riverview and Today's Bancorp
           agree that they will keep confidential all such information and
           documents unless the information was already known, becomes
           publicly available, is disclosed with prior written consent from
           the other party or becomes readily ascertainable from published
           information.

     *     Today's Bancorp will promptly provide Riverview with a copy of each
           report filed with its banking regulators.

     *     Riverview and Today's Bancorp will use their reasonable best
           efforts to submit all necessary applications, notices, and other
           filings with any governmental entity, the approval of which is
           required to complete the merger and related transactions.

     *     Today's Bancorp will use its reasonable best efforts to obtain all
           third party consents necessary to consummate the merger.

     *     Today's Bancorp will take any necessary action to exempt this
           transaction from any anti-takeover provisions contained in Today's
           Bancorp's articles of incorporation or bylaws or federal or state
           law.

     *     Riverview and Today's Bancorp will use all reasonable efforts to
           take all actions necessary to consummate the merger and the
           transactions contemplated by the merger agreement.

     *     Today's Bancorp and Riverview will consult with each other
           regarding any public statements about the merger and any filings
           with any governmental entity or with any national securities
           exchange or market.

     *     Riverview will file a registration statement, of which this proxy
           statement-prospectus forms a part, with the Securities and Exchange
           Commission registering the shares of Riverview common stock to be
           issued in the merger to Today's Bancorp shareholders.

     *     Today's Bancorp will take all actions necessary to convene a
           meeting of its shareholders to vote on the merger agreement. The
           Today's Bancorp board of directors will recommend at the
           shareholder meeting that the shareholders vote to approve the
           merger and will use its reasonable best efforts to solicit
           shareholder approval, unless it determines that such actions would
           not comply with its fiduciary obligations to Today's Bancorp
           shareholders.

     *     Prior to completion of the merger, Riverview will notify The Nasdaq
           Stock Market of the additional shares of Riverview common stock
           that Riverview will issue in exchange for shares of Today's Bancorp
           common stock.

                                      54

<PAGE>



     *     Today's Bancorp will use its reasonable best efforts to cause each
           person who is an affiliate of it under Rule 145 of the Securities
           Act to deliver to Riverview a letter to the effect that such person
           will comply with Rule 145.

     *     Today's Bancorp will notify Riverview of any event necessary to
           amend or supplement the representations and warranties so that the
           representations and warranties and schedules remain true and
           correct.

Representations and Warranties Made by Riverview, Riverview Community Bank,
Today's Bancorp and Today's Bank in the Merger Agreement

     Riverview and Today's Bancorp have made certain customary representations
and warranties to each other in the merger agreement relating to our
businesses. For information on these representations and warranties, please
refer to the merger agreement attached as Appendix A. The representations and
warranties must be true in all material respects through the completion of the
merger unless the change does not have a material negative impact on our
business, financial condition or results of operations. See "--Conditions to
Completing the Merger."

Terminating the Merger Agreement

     The merger agreement may be terminated at any time prior to the
completion of the merger, either before or after approval of the merger
agreement by Today's Bancorp shareholders, as follows:

     *     with the mutual written consent of Riverview and Today's Bancorp;

     *     by Riverview if Today's Bancorp fails to conduct its business
           pursuant to the covenants made in the merger agreement;

     *     by either party if the merger is not consummated by September 30,
           2003;

     *     by either party upon denial of any required regulatory approval;

     *     by Riverview if its conditions to consummate the merger are not
           satisfied as of the closing date or by Today's Bancorp if its
           conditions to consummate the Merger are not satisfied as of the
           closing date;

     *     by either party if there has been a material adverse change in the
           business or financial position of the other party;

     *     by either party if the other party has committed a material breach
           of any obligation of the other party that has not been cured within
           30 days after the giving of written notice of such breach;

     *     by Riverview if Today's Bancorp enters any agreement with a view
           toward being acquired or effecting a business combination with any
           other person; or

     *     by Riverview if Today's Bancorp or Today's Bank enters into any
           supervisory agreement, cease and desist order, memorandum of
           understanding or similar arrangement with any bank regulatory
           agency or has any claim or action concerning federal or state
           securities law against it or its officers and directors for their
           services as officers and directors.

                                      55

<PAGE>



Termination Fee

     The merger agreement requires Today's Bancorp to pay Riverview a
termination fee of $850,000 under certain circumstances.  The fee may be
demanded by Riverview in the event that the merger is not completed by August
5, 2004 and any of the following occurs:

     *     a person, other than Riverview, acquires 25% or more of the
           outstanding Today's Bancorp Common Stock;

     *     Today's Bancorp, without the written consent of Riverview, enters
           into or recommends to Today's Bancorp shareholders an agreement
           with a third party providing for certain acquisition transactions
           including a merger or similar transaction involving Today's
           Bancorp, the purchase, acquisition or lease of substantially all of
           the assets of Today's Bancorp or the acquisition of 15% or more of
           Today's Bancorp stock ; or

     *     a valid proposal to engage in an acquisition transaction, as
           described above, is made to Today's Bancorp or Today's Bank, and
           after the proposal is made either:

           *     Today's Bancorp or Today's Bank breaches the merger agreement
                 and the breach entitles Riverview to terminate the merger
                 agreement,

           *     Today's Bancorp shareholders fail to approve the merger
                 agreement at the special meeting of Today's Bancorp
                 shareholders,

           *     the special meeting is cancelled without the fault of
                 Riverview, or the Today's Bancorp board of directors
                 withdraws or modifies in a manner adverse to Riverview its
                 recommendation to shareholders to approve the merger
                 agreement.

     Today's Bancorp will not be required to pay the termination fee if, prior
to the occurrence of any of the events described above, Riverview terminates
the merger agreement other than because of a material breach by Today's
Bancorp or Today's Bancorp validly terminates the merger agreement.

     The termination fee is intended to increase the likelihood that the
merger will be consummated according to the terms set forth in the merger
agreement and may be expected to discourage competing offers to acquire
Today's Bancorp from other parties because the termination fee could increase
the cost of such acquisition.  To the best of Today's Bancorp's knowledge, no
event that would permit Riverview to demand payment of the termination fee has
occurred as of the date of this proxy statement-prospectus.

Expenses

     Each of Riverview and Today's Bancorp will pay its own costs and expenses
incurred in connection with the merger.

Changing the Terms of the Merger Agreement

     Before the completion of the merger, Riverview and Today's Bancorp may
agree to waive, amend or modify any provision of the merger agreement.
However, after the vote by Today's Bancorp shareholders, Riverview and Today's
Bancorp can make no amendment or modification that would reduce the amount or
alter the kind of consideration to be received by Today's Bancorp's
shareholders under the terms of the merger.

                                      56

<PAGE>



                      PRO FORMA FINANCIAL INFORMATION

     The following unaudited pro forma condensed combined balance sheet as of
December 31, 2002 and the unaudited pro forma condensed combined statements of
operations for the nine months ended December 31, 2002 and the year ended
March 31, 2002 for Riverview, and for Today's Bancorp for the nine months
ended September 30, 2002 and the year ended December 31, 2001, give effect to
the pending merger, accounted for as a purchase.

     The unaudited pro forma condensed combined financial information is based
on the historical financial statements of Riverview and Today's Bancorp under
the assumptions and adjustments set forth in the accompanying notes. The
unaudited pro forma condensed combined balance sheet gives effect to the
merger as if the merger had been consummated at the end of the period
presented. The unaudited pro forma condensed combined statements of operations
give effect to the merger as if the merger had been consummated on April 1,
2001. The unaudited pro forma condensed combined financial statements do not
give effect to the anticipated cost savings in connection with the merger.

     You should read the unaudited pro forma condensed combined financial
statements in conjunction with the consolidated historical financial
statements of Riverview and Today's Bancorp, including the respective notes to
those statements. The pro forma information is not necessarily indicative of
the combined financial position or the results of operations in the future or
of the combined financial position or the results of operations which would
have been realized had the merger been consummated during the periods or as of
the dates for which the pro forma information is presented. We anticipate that
the merger will provide the combined company with financial benefits that
include reduced operating expenses and opportunity to earn more revenue. In
addition, Riverview will incur costs in acquiring Today's Bancorp. The pro
forma information, while helpful in illustrating the financial characteristics
of the new company under one set of assumptions, does not reflect these
benefits and costs and, accordingly, does not attempt to predict or suggest
future results.

     Pro forma per share amounts for the combined company are based on a
0.9179 exchange ratio.

                                      57

<PAGE>



                         RIVERVIEW AND TODAY'S BANCORP
               Unaudited Pro Forma Condensed Combined Balance Sheet
                            As of December 31, 2002
                                 (In thousands)


                                                    Pro Forma
                                        Today's      Adjust-         Combined
                        Riverview       Bancorp        ments         Pro Forma
                       ------------   ------------  ----------      ---------
ASSETS

Cash and cash
 equivalents            $  50,980      $  21,247   $  (9,592) (2)   $  61,700
                                                        (935) (2)
Loans held for sale         1,357              -           -   -        1,357

Investment securities
 available for sale,
 at fair value             20,980          3,532           -   -       24,512

Mortgage-backed
 securities held to
 maturity, at
 amortized cost             3,520              -           -   -        3,520

Mortgage-backed
 securities available
 for sale, at fair value   18,767          2,727           -   -       21,494

Loans receivable, net     305,701         91,164       4,233  (3)     401,098

Real estate owned             954              -           -              954
Prepaid expenses and
 other assets                 744            131         (90) (3)         785
Accrued interest
 receivable                 1,509            778           -   -        2,287
Federal Home Loan Bank
 stock, at cost             5,563            145           -   -        5,708
Premises and equipment,
 net                        9,850          1,313         (75) (3)      11,088
Deferred income taxes, net  1,084          1,340           -   -        2,424
Mortgage servicing
 rights, net                  680              -           -   -          680
Core deposit intangible,
 net                          451              -         405  (5)         856
Goodwill                                               5,876  (5)       5,876
                        ---------      ---------     -------        ---------
TOTAL ASSETS            $ 422,140      $ 122,377     $  (178)       $ 544,339
                        =========      =========     =======        =========

LIABILITIES AND
SHAREHOLDERS' EQUITY

LIABILITIES

Deposit accounts        $ 314,388      $ 111,809     $ 1,454  (3)   $ 427,651
Accrued expenses and
 other liabilities          3,904            396           -   -        4,300
Advance payments by
 borrowers for taxes
 and insurance                 97              -           -   -           97
Federal Home Loan
 Bank advances             50,000              -           -   -       50,000
Repurchase agreements           -          1,430           -   -        1,430
                        ---------      ---------     -------        ---------
Total Liabilities         368,389        113,635       1,454  (3)     483,478

SHAREHOLDERS' EQUITY:

Serial preferred
 stock - Issued and
 outstanding, none              -              -           -  -             -
Common stock                   46         11,362     (11,362)(6)           46
Additional paid-in
 capital                   33,273              -           -  -        40,383
                                                       7,110 (2)
Retained earnings
 (accumulated deficit)     23,000         (2,686)      2,686 (6)       23,000

Unearned shares issued
 to employee stock
 ownership trust           (1,856)             -           -  -        (1,856)
Unearned common stock
 held by the Management
 Recognition and Develop-
 ment Plan at grant cost      (22)             -           -  -           (22)
Accumulated other compre-
 hensive income (loss),
 net of tax                  (690)            66         (66)(6)         (690)
                        ---------      ---------     -------        ---------
Total shareholders' equity 53,751          8,742      (1,632)          60,861
                        ---------      ---------     -------        ---------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY   $ 422,140      $ 122,377     $  (178)       $ 544,339
                        =========      =========     =======        =========

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

                                      58

<PAGE>



                       RIVERVIEW AND TODAY'S BANCORP
       Unaudited Pro Forma Condensed Combined Statement of Operations
                   (In thousands, except share data)

                           Nine Months Ended

                          Dec. 31,      Sept 30,
                            2002          2002
                                                    Pro Forma
                                        Today's      Adjust-         Combined
                        Riverview       Bancorp        ments         Pro Forma
                       ------------   ------------  ----------      ---------

INTEREST INCOME
Interest and fees
 on loans receivable    $ 17,842       $  4,741     $  (690)  (7)  $  21,893
Interest on investment
 securities                  132            391           -              523
Interest on mortgage-
 backed securities         1,052              -           -            1,052
Other interest and
 dividends                 1,058              -        (119)  (7)        939
                        --------       --------     -------        ---------
     Total interest
      income              20,084          5,132        (809)          24,407
                        --------       --------     -------        ---------

INTEREST EXPENSE

Interest on deposits       4,348          2,284        (727)   (7)     5,905
Interest on borrowings     2,418             30           -            2,448
                        --------       --------     -------        ---------
     Total interest
      expense              6,766          2,314        (727)           8,353
                        --------       --------     -------        ---------
     Net interest
      income              13,318          2,818         (82)          16,054

Less provision for
 loan losses                 517          2,369           -            2,886
                        --------       --------     -------        ---------

     Net interest income
      after provision
      for loan losses     12,801            449         (82)          13,168
                        --------       --------     -------        ---------

NON-INTEREST INCOME
Fees and service charges   3,183            130           -            3,313
Asset management fees        549              -           -              549
Gain on sale of loans
 held for sale             1,108              -           -            1,108
Gain on sale of securities   162              -           -              162
Gain on sale of other
 real estate owned            42              -           -               42
Loan servicing expense      (438)             -           -             (438)
Other                         62            144           -              206
                        --------       --------     -------        ---------
     Total non-interest
      income            $  4,668       $    274     $     -        $   4,942
                        --------       --------     -------        ---------


                                           (table continued on following page)

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

                                      59


<PAGE>



                         RIVERVIEW AND TODAY'S BANCORP
       Unaudited Pro Forma Condensed Combined Statement of Operations
                (In thousands, except share data) (Continued)

                           Nine Months Ended

                          Dec. 31,      Sept 30,
                            2002          2002
                                                    Pro Forma
                                        Today's      Adjust-         Combined
                        Riverview       Bancorp        ments        Pro Forma
                       ------------   ------------  ----------      ---------

NON-INTEREST EXPENSE
Salaries and employee
 benefits               $    6,164     $     1,173   $     -      $     7,337

Occupancy and
 depreciation                1,853             437         -            2,290

Data processing                614             115         -              729

Amortization of core
 deposit intangible            245               -        65 (10)         310

Marketing expense              502             137         -              639

FDIC insurance premium          35              38         -               73

State and local taxes          285               -         -              285

Telecommunications             157               -         -              157

Professional fees              310             152         -              462

Other                          939             319         -            1,258
                       -----------     -----------  --------       ----------
     Total non-interest
      expense               11,104           2,371        65           13,540
                       -----------     -----------  --------       ----------

INCOME (LOSS) BEFORE
 FEDERAL INCOME TAXES        6,365          (1,648)     (147)           4,570

PROVISION (BENEFIT) FOR
 FEDERAL INCOME TAXES        2,027            (560)      (47) (8)       1,420
                       -----------     -----------  --------       ----------

NET INCOME (LOSS)      $     4,338     $    (1,088) $   (100)      $    3,150
                       ===========     ===========  ========       ==========

Earning per common share:

  Basic                $      0.99             N/A                 $     0.65

  Diluted              $      0.98             N/A                 $     0.64

Weighted average number
 of shares outstanding:

  Basic                  4,369,492             N/A                  4,843,487

  Diluted                4,428,155             N/A                  4,902,150



See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.


                                      60

<PAGE>



                          RIVERVIEW AND TODAY'S BANCORP
          Unaudited Pro Forma Condensed Combined Statement of Operations
                       (In thousands, except share data)

                          Twelve Months Ended

                           Mar 31,       Dec 30,
                            2002          2002
                                                    Pro Forma
                                        Today's      Adjust-         Combined
                        Riverview       Bancorp        ments         Pro Forma
                       ------------   ------------  ----------      ---------
INTEREST INCOME
Interest and fees on
 loans receivable        $   24,872   $     3,917   $   (920) (7)  $   27,869
Interest on investment
 securities                     327           286          -              613
Interest on mortgage-
 backed securities            2,677             -          -            2,677
Other interest and
 dividends                    1,964           114       (158) (7)       1,920
                         ----------   -----------   --------       ----------
   Total interest
    income                   29,840         4,317     (1,078)          33,079
                         ----------   -----------   --------       ----------

INTEREST EXPENSE
Interest on deposits          8,729         2,166       (969) (7)       9,926
Interest on borrowings        5,589            32          -            5,621
                         ----------   -----------   --------       ----------
   Total interest
    expense                  14,318         2,198       (969)          15,547
                         ----------   -----------   --------       ----------

   Net interest income       15,522         2,119       (109)          17,532

Less provision for loan
 losses                       1,116           533          -            1,649
                         ----------   -----------   --------       ----------

   Net interest income
    after provision for
    loan losses              14,406         1,586       (109)          15,883
                         ----------   -----------   --------       ----------

NON-INTEREST INCOME
Fees and service charges      3,707           110          -            3,817
Asset management fees           745             -          -              745
Gain on sale of loans
 held for sale                1,067             -          -            1,067
Gain on sale of securities      863            41          -              904
Gain on sale of other
 real estate owned               34             -          -               34
Gain on sale of land
 and fixed assets                57             -          -               57
Loan servicing income             4             -          -                4
Other                            74             -          -               74
                         ----------   -----------   --------       ----------
   Total non-interest
    income                    6,551           151          -            6,702
                         ----------   -----------   --------       ----------

NON-INTEREST EXPENSE
Salaries and employee
 benefits                     7,763           823          -            8,586
Occupancy and depreciation    2,199           449          -            2,648
Data processing                 776           133          -              909
Amortization of core
 deposit intangible             327             -         86 (10)         413
Marketing expense               540           166          -              706
FDIC insurance premium           51            35          -               86
State and local taxes           402             -          -              402
Telecommunications              259             -          -              259
Professional fees               346            82          -              428
Other                         1,290           222          -            1,512
                         ----------   -----------   --------       ----------
   Total non-interest

    expense                  13,953         1,910         86           15,949
                         ----------   -----------   --------       ----------

INCOME (LOSS) BEFORE
 FEDERAL INCOME TAXES
 (BENEFIT)                    7,004         (173)       (195)           6,636

PROVISION (BENEFIT) FOR
 FEDERAL INCOME TAXES         2,136         (528)        (62) (8)       1,546
                         ----------   ----------    --------       ----------

NET INCOME               $    4,868   $      355    $   (133)      $    5,090
                         ==========   ==========    ========       ==========

Earning per common share:
  Basic                  $     1.06          N/A                   $     1.01
  Diluted                      1.06          N/A                         1.00
Weighted average number
 of shares outstanding:
  Basic                   4,572,253          N/A                    5,046,248
  Diluted                 4,612,468          N/A                    5,086,463


See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

                                      61

<PAGE>



                      RIVERVIEW AND TODAY'S BANCORP
             NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED
                          FINANCIAL STATEMENTS

1)  Basis of Presentation

The Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31,
2002 has been prepared as if the merger had been consummated on that date.
The Unaudited Pro Forma Condensed Combined Statement of Operations for the
twelve months ended March 31, 2002 and December 31, 2001 for Riverview and
Today's Bancorp, respectively, and the Unaudited Pro Forma Condensed Combined
Statement of Operations for the nine months ended December 31, 2002 and
September 30, 2002 for Riverview and Today's Bancorp, respectively, were
prepared as if the merger had been consummated on April 1, 2001.  The
Unaudited Pro Forma Condensed Combined Financial Statements are based on the
historical financial statements of Riverview and Today's Bancorp after giving
effect to the merger under the purchase method of accounting and the
assumptions and adjustments in the notes that follow.

Assumptions relating to the pro forma adjustments set forth in the Unaudited
Pro Forma Condensed Combined Financial Statements are summarized as follows:

Estimated fair values   Estimated fair values for securities, loans and
borrowings were obtained from appropriate valuation methodologies and market
information used in accordance with Statement of Financial Accounting
Standards ("SFAS")  No. 107, Disclosures About Fair Values of Financial
Instruments.  The resulting premium on loans for purposes of these pro forma
financial statements is being amortized to interest income on a straight line
basis over the weighted lives of 4.6 years to maturity which approximates the
level yield amortization methodology.  The premium on deposits is being
amortized to interest expense by the straight line method over the weighted
average lives of the related deposits of 1.5 years.  A core deposit intangible
analysis was performed that concluded there was $405,000 in core deposit
intangible created as a result of the merger.

No earnings per share are presented for Today's Bancorp per SFAS No. 128,
Earnings Per Share.

2)  Acquisition Cost

The cost to acquire Today's Bancorp assumes 1,147,579 shares of Today's
Bancorp common stock  (which assumes all options at a cost of $271,440 and
warrants at a cost of $631,417 to purchase Today's Bancorp common stock were
cashed out at their respective strike prices prior to completion of the
merger) multiplied by the per share price of $13.77 will be exchanged for 55%
cash and 45% of Riverview common stock.

                                                         (In thousands)
Cash consideration (assume 55% of the 1,147,579
 shares of Today's Bancorp common stock at $13.77 per
 share plus the options cost of $271,440 and warrant
 cost of $631,417)                                            $  9,592

Stock consideration (assume issuance of Riverview
 common stock for 45% of 1,147,579 shares of Today's
 Bancorp common stock at $13.77 per share)                       7,110
                                                              --------

Total Stock and Cash Consideration for Today's Bancorp Shares   16,702

Acquisition Costs
  Riverview:
  Transaction costs                                                268
  Severance and other payments                                     667
                                                              --------

Total Acquisition Costs                                       $ 17,637
                                                              ========


                                      62

<PAGE>



3)   Purchase accounting adjustments recorded for the merger were as follows
     (in thousands):

     Today's Bancorp net assets at historical cost at
      December 31, 2002                                           $    8,742

     Fair Value Adjustments
       Loans Receivable, net                                           4,233
       Premises and Equipment                                            (75)
       Prepaid expenses and other assets                                 (90)
       Deposits                                                       (1,454)
                                                                   ---------

     Sub-Total Net Fair Value Adjustments                              2,614
                                                                   ---------

     Net Assets Acquired                                           $  11,356
                                                                   =========

4)   Excess of cost over fair value of net assets acquired  for the merger was
     calculated as follows (in thousands):


     Total Cost                                                    $  17,637
     Net Assets Acquired                                             (11,356)
                                                                   ---------

     Total Excess of Cost over Fair Value of Net
      Assets Acquired from the Merger                              $   6,281
                                                                   =========

5)   Allocation of excess of  cost over fair value of net assets acquired from
     the merger (in thousands):

     Core Deposit Intangible, Net                                  $     405
     Goodwill                                                          5,876
                                                                   ---------

     Total Intangible                                              $   6,281
                                                                   =========

6)   Purchase accounting adjustment to eliminate Today's
     Bancorp's shareholders' equity accounts (in thousands)        $   8,742

                                      63

<PAGE>



7)   Pro Forma Adjustments to Interest Income and Interest  Expense were
     calculated for the merger as follows (in thousands):

                                           For Fiscal       For the Nine
                                           Year Ended       Months Ended
                                         March 31, 2002   December 31, 2002
                                         --------------   -----------------

     Reduction in interest income for
      cash utilized  to purchase Today's
      Bancorp's common stock (based on
      average annual rate of 1.15%)         $    158          $    119

     Amortization of fair value adjustment
      on loans acquired (4.6 years)              920               690
                                            --------          --------
                                               1,078               809

     Amortization of fair value adjustment
      of deposits acquired (1.5 years)          (969)             (727)
                                            --------          --------

     Total Net Adjustments to Interest
      Income                                $    109          $     82
                                            ========          ========

8)   Income tax expense was calculated using Riverview's effective tax rate of
     32%.

9)   Basic earnings per common share for the twelve months ended  March 31,
     2002 is calculated by dividing net income by the average number of common
     shares outstanding.  Diluted earnings per common  share is calculated
     using the same method as basic earning per common share, but reflects
     potential dilution of common share equivalents.  Basic and diluted
     weighted average number of common stock and common stock equivalents
     utilized for the calculation of earnings per share for the period
     presented were calculated using Riverview's historical weighted average
     common stock and common stock equivalents plus 473,996 shares issued to
     Today's Bancorp's shareholders under the terms of the merger.  Shares
     issued to Today's Bancorp shareholders represents the average of the
     maximum 521,395 shares or minimum 426,596 shares to be issued under the
     terms of the merger agreement.

10)  The following table summarizes the estimated impact of the amortization
     and the accretion of the purchase accounting adjustments made in
     connection with the merger on Riverview's results of operations (in
     thousands):

    Projected Future
    Amounts for the       Core Deposit        Net         Net Decrease
   Fiscal Years Ended      Intangible     (Accretion)      in Income
        March 31          Amortization    Amortization    Before Taxes
   -------------------    ------------    ------------    ------------

          2003                $  86         $    (49)       $    37
          2004                   68              436            504
          2005                   55              920            975
          2006                   45              920            965
          2007                   37              552            589
   2008 and thereafter          114               --            114
                              -----          -------        -------
                              $ 405          $ 2,779        $ 3,184
                              =====          =======        =======

Core deposit intangible is amortized on an accreted basis over 10 years.  The
estimated amortization for the nine months ended December 31, 2002 is $65,000.

                                      64


<PAGE>



                A WARNING ABOUT FORWARD-LOOKING STATEMENTS

     This proxy statement-prospectus, including information included or
incorporated by reference in this document, contains certain forward-looking
statements with respect to the financial condition, results of operations,
plans, objectives, future performance and business of each of Riverview and
Today's Bancorp, as well as certain information relating to the merger. These
statements are preceded by, followed by or include the words "believes,"
"expects," "anticipates," "estimates" or similar expressions.

     These forward-looking statements involve certain risks and uncertainties.
Actual results may differ materially from those contemplated by the
forward-looking statements due to, among others, the following factors:

     *     expected cost savings from the merger may not be fully realized or
           realized within the expected time frame;

     *     revenues following the merger may be lower than expected;

     *     competitive pressures among financial services companies may
           increase significantly;

     *     costs or difficulties related to the integration of the business of
           Riverview and Today's Bancorp may be greater than expected;

     *     changes in the interest rate environment may reduce interest
           margins;

     *     general economic conditions, either nationally or in Washington,
           may be less favorable than expected;

     *     legislative or regulatory changes may adversely affect the business
           in which Riverview or Today's Bancorp is engaged;

     *     changes may occur in the securities markets; and

     *     changes may occur in the rate of Riverview's investment securities
           portfolio.

     Riverview does not intend to update or otherwise revise any
forward-looking statements to reflect circumstances existing since their
preparation or to reflect the occurrence of unanticipated events, even in the
event that any or all of the underlying assumptions are shown to be in error.
Furthermore, Riverview does not intend to update or revise the forward-looking
statements to reflect changes in general economic or industry conditions.

     See "Where You Can Find More Information."

                    DESCRIPTION OF RIVERVIEW COMMON STOCK

General

     Riverview is authorized to issue 50,000,000 shares of common stock having
a par value of $.01 per share and 250,000 shares of preferred stock having a
par value of $.01 per share. Each share of Riverview's common stock has the
same relative rights as, and is identical in all respects with, each other
share of common stock.

Common Stock

     Dividends. Riverview can pay dividends out of statutory surplus or from
certain net profits if, as and when declared by its board of directors. The
payment of dividends by Riverview is subject to limitations that are imposed

                                      65

<PAGE>


by law and applicable regulation. The holders of common stock of Riverview are
entitled to receive and share equally in any dividends as may be declared by
the board of directors of Riverview out of funds legally available for the
payment of dividends. If Riverview issues preferred stock, the holders of the
preferred stock may have a priority over the holders of the common stock with
respect to dividends.

     Voting Rights. The holders of common stock of Riverview possess exclusive
voting rights in Riverview. They elect Riverview's board of directors and act
on any other matters as are required to be presented to them under applicable
law or as are otherwise presented to them by the board of directors. Each
holder of common stock is entitled to one vote per share and does not have any
right to cumulate votes in the election of directors. Riverview's articles of
incorporation, however, provide that a holder of Riverview common stock who
owns, together with certain affiliates or persons acting in concert, in excess
of 10% of the then-outstanding shares of common stock cannot vote any shares
in excess of 10% unless permitted by the board of directors of Riverview. If
Riverview issues preferred stock, holders of preferred stock may also possess
voting rights. Certain matters require the vote of 80% of the outstanding
shares entitled to vote thereon.

     Liquidation. In the event of liquidation, dissolution or winding up of
Riverview, the holders of its common stock would be entitled to receive, after
payment or provision for payment of all its debts and liabilities, all of the
assets of Riverview available for distribution. If Riverview issues preferred
stock, the holders of the preferred stock may have a priority over the holders
of the common stock in the event of liquidation or dissolution.

     Preemptive Rights. Holders of the common stock of Riverview are not
entitled to preemptive rights with respect to any shares that may be issued.
The common stock is not subject to redemption.

Preferred Stock

     Riverview may issue preferred stock with such designations, powers,
preferences and rights as Riverview's board of directors may from time to time
determine. The board of directors can, without shareholder approval, issue
preferred stock with voting, dividend, liquidation and conversion rights that
could dilute the voting strength of the holders of the common stock and may
assist management in impeding an unfriendly takeover or attempted change in
control. None of the shares of the authorized preferred stock will be issued
in connection with the merger with Today's Bancorp and there are no plans to
issue preferred stock.

                   COMPARISON OF RIGHTS OF SHAREHOLDERS

     The rights of Riverview shareholders are currently governed by
Riverview's articles of incorporation, bylaws and applicable provisions of the
Washington Business Corporation Law. The rights of Today's Bancorp
shareholders are currently governed by Today's Bancorp's articles of
incorporation, bylaws and applicable provisions of the Washington Business
Corporation Law. If we complete the merger, Today's Bancorp shareholders who
elect to receive stock and who do not exercise dissenters' rights will receive
Riverview common stock and will become Riverview shareholders and their rights
will likewise be governed by Riverview's articles of incorporation and bylaws.

     Because Riverview and Today's Bancorp are both organized under the laws
of the state of Washington, any differences in your rights as a shareholder of
Today's Bancorp and Riverview will arise solely from differences in the
articles of incorporation and bylaws of Riverview and Today's Bancorp rather
than from differences of law. This summary is not a complete discussion of the
Riverview and Today's Bancorp articles and bylaws, and it is qualified in its
entirety by reference to those documents. Copies of Riverview's articles and
bylaws are on file with the SEC. Copies of Today's Bancorp's articles and
bylaws may be requested in writing from Dan Heine, President and Chief
Executive Officer, Today's Bancorp, Inc., 204 SE Park Plaza Drive, Number 109,
Vancouver, Washington 98668.

                                      66

<PAGE>



                               Authorized Stock
- ------------------------------------------------------------------------------
              Riverview                              Today's Bancorp
- --------------------------------------  --------------------------------------
The Riverview articles of incorpora-    The Today's Bancorp articles of
tion 50,250,000 shares of capital       incorporation authorize 11,000,000
stock, consisting of 50,000,000 shares  shares of capital stock, consisting of
of common stock, $.01 par value per     10,000,000 shares of common stock, no
shares, and 250,000 shares of serial    par value, and 1,000,000 shares of
preferred stock, $.01 par value per     preferred stock, no par value.
share.

As of December 31, 2002, there were     As of December 31, 2002, there were
4,560,958 shares of Riverview common    1,147,579 shares of Today's Bancorp
stock issued and outstanding.           common stock issued and outstanding.

As of December 31, 2002, there were no  Same
shares of preferred stock issued or
outstanding.


                                 Voting Rights
- ------------------------------------------------------------------------------
         Riverview                                   Today's Bancorp
- -------------------------------------- ---------------------------------------
The holders of the common stock         Same
exclusively possess all voting power,
subject to the authority of the board
of directors to offer voting rights to
the holders of preferred stock.

Each share of common stock is entitled  Each share of common stock is entitled
to one vote. Beneficial owners of 10%   to one vote.
or more of the outstanding shares are
subject to voting limitations.

Holders of common stock may not         Same
cumulate their votes for the election
of directors.


               Required Vote for Authorization of Certain Actions
- ------------------------------------------------------------------------------
        Riverview                                   Today's Bancorp
- -------------------------------------- ---------------------------------------
At least 80% of the outstanding shares  The Today's Bancorp articles of
of voting stock must approve certain    incorporation do not provide for any
business combinations involving a       special vote requirement or vote
"related person."  In addition, a       limitation for authorization of
business combination with a related     certain actions.  Accordingly, a
person must be approved by at least a   majority vote of the outstanding
majority of outstanding shares of       shares is sufficient to approve a
voting stock other than shares          business combination.
beneficially owned by the related
person.  See "Selected Provisions in
the Articles of Incorporation and
Bylaws of Riverview Business
Combinations with Related Persons."
However, if a two-thirds majority of
directors not affiliated with the
related person approves a business
combination, a majority vote of the
outstanding shares is sufficient to
approve the business combination.

                                      67

<PAGE>

                                  Dividends
- ------------------------------------------------------------------------------
         Riverview                                 Today's Bancorp
- -------------------------------------- ---------------------------------------

Holders of common stock are entitled    Holders of common stock are entitled
to receive dividends when declared by   to receive dividends when declared by
the Riverview board, subject to the     the Today's Bancorp board.
rights of holders of preferred stock.


                            Shareholders' Meetings
- ------------------------------------------------------------------------------
         Riverview                                 Today's Bancorp
- -------------------------------------- ---------------------------------------
Riverview must deliver to each          Same
shareholder entitled to vote notice of
the meeting and, in the case of a
special meeting, a description of its
purpose, no fewer than ten nor more
than 60 days before the meeting.

The board shall designate the           Neither the articles of incorporation
chairman of the board or the president  and bylaws of Today's Bancorp nor the
to chair a meeting.                     Washington Business Corporation Law
                                        Specify who will chair a meeting.

Only the president or a majority of     The president or chief executive
the board of directors may call a       officer, a  majority of the board of
special meeting.                        directors or the holders of at least
                                        25% of the shares entitled to vote may
                                        call a special meeting.

For purposes of determining             Neither the articles of incorporation
stockholders entitled to vote at a      nor the bylaws of Today's Bancorp
meeting, the board of directors may     specify limits on a meeting's record
fix a record date that is not less      date. The Washington Business
than ten nor more than 60 days before   Corporation Law provides that the
the meeting                             board of directors may fix a future
                                        date as the record date for a meeting.
                                        If the board does not fix a record
                                        date for a meeting, the record date is
                                        the day before the first notice is
                                        delivered to shareholders. Pursuant to
                                        the Washington Business Corporation
                                        Law, a record date may not be more
                                        than 70 days before a meeting.

The board of directors or any           Neither the articles of incorporation
stockholder entitled to vote in the     and bylaws of Today's Bancorp nor the
election of directors may nominate      Washington Business Corporation Law
directors for election or propose       specify the procedure for nominations.
new business.

To nominate a director or propose new   There are no prior notice requirements
business, shareholders must give        for making nominations or proposing
written notice to the secretary of      new business.
Riverview not less than 30 nor more
than 60 days prior to the meeting.
However, if Riverview gives less than
31 days' notice of the meeting to the
shareholders, written notice of the
shareholder proposal or nomination must
be delivered to the Secretary within
ten days of the date notice of the
meeting was mailed to shareholders.
Each notice given by a shareholder

                                      68

<PAGE>



with respect to a nomination to the
board of directors or proposal for
new business must include certain
information regarding the nominee or
proposal and the shareholder making
the nomination or proposal.


                    Action by Shareholders Without a Meeting
- ------------------------------------------------------------------------------
         Riverview                                 Today's Bancorp
- -------------------------------------- ---------------------------------------

Any action that requires shareholder    Same
approval may be taken without a
meeting by the unanimous written
consent of all shareholders entitled
to vote on the action.


                              Board of Directors
- ------------------------------------------------------------------------------
         Riverview                                 Today's Bancorp
- -------------------------------------- ---------------------------------------

The articles of incorporation and       The bylaws provide that the number of
bylaws provide that the number of       directors shall consist of not less
directors shall be no fewer than        than six nor more than 15, the exact
five nor more than 15 and that the      number to be set by resolution of the
board of directors shall fix the        board of directors.
number of directors by resolution.

There are currently seven members of    There are currently 11 members of
the Riverview board of directors.       the Today's Bancorp board of
                                        directors.

The board of directors is divided into  Same
three classes as equal in number as
possible and approximately one-third
of the directors are elected at each
annual meeting.

Vacancies on the board of directors     Same
may be filled by majority vote of the
remaining directors or by the
shareholders at the next annual
meeting.

Directors may be removed only for       Directors may be removed only for
cause by the vote of at least 80% of    cause by the vote of a majority of the
the outstanding shares entitled to      outstanding shares entitled to vote
vote for directors.  Cause is defined   for directors. Cause is defined as
as fraudulent or dishonest acts,        indictment for a felony, order of a
gross abuse of authority in discharge   regulatory agency, default by a
of duties to Riverview or acts that     director under a loan from Today's
are detrimental or hostile to           Bancorp or any affiliate, finding by a
Riverview's interest.                   court of fraudulent or dishonest
                                        conduct and final adjudication by a
                                        court of liability for negligence of
                                        misconduct in the performance of
                                        duties to Today's Bancorp.


                        Amendment of the Bylaws
- ------------------------------------------------------------------------------
         Riverview                                 Today's Bancorp
- -------------------------------------- ---------------------------------------


The bylaws may be amended or repealed   The bylaws may be amended or repealed
with the approval of at least 80% of    with the approval of at least a
the outstanding shares entitled to      majority of the board of directors,
vote for directors or two-thirds of     subject to the rights of the
the board of directors.                 shareholders.

                                      69

<PAGE>



                   Amendment of the Articles of Incorporation
- ------------------------------------------------------------------------------
         Riverview                                 Today's Bancorp
- -------------------------------------- ---------------------------------------

The articles of incorporation may be    The articles of incorporation may be
amended or repealed upon approval of    amended or repealed upon approval of
a majority of the board of directors    at least a majority of the board of
and a majority of shares entitled       directors and by a majority of shares
to vote on the matter, unless           entitled to vote on the matter unless
otherwise provided in the articles of   otherwise provided in the articles of
incorporation or Washington Business    incorporation or Washington law.
Business Corporation Law. However,
amendments to the articles of
incorporation that would revise the
provisions relating to the duration,
purpose and powers of Riverview, the
capital stock structure (other than
limited exceptions), preemptive
rights, the removal of directors,
notice for shareholder nominations
and proposals, approval of certain
business combinations, evaluation of
business combinations, limitation of
directors' liability, indemnification,
calling of special meetings of
shareholders, repurchase of shares,
amendment of bylaws and amendment of
the articles of incorporation require
approval by at least 80% of the votes
entitled to be cast thereon.


               SELECTED PROVISIONS IN THE ARTICLES OF INCORPORATION
                           AND BYLAWS OF RIVERVIEW

     Riverview's articles of incorporation and bylaws contain certain
provisions that could make more difficult an acquisition of Riverview by means
of a tender offer, proxy context or otherwise. Certain provisions will also
render the removal of the incumbent board of directors or management of
Riverview more difficult. These provisions may have the effect of deterring or
defeating a future takeover attempt that is not approved by Riverview's board
of directors, but which Riverview shareholders may deem to be in their best
interests or in which shareholders may receive a substantial premium for their
shares over then current market prices. As a result, shareholders who might
desire to participate in such a transaction may not have the opportunity to do
so. The following description of these provisions is only a summary and does
not provide all of the information contained in Riverview's articles of
incorporation and bylaws. See "Where You Can Find More Information" as to
where to obtain a copy of these documents.

Business Combinations with Related Persons

     The articles of incorporation require the approval of the holders of at
least 80% of Riverview's outstanding shares of voting stock to approve certain
business combinations involving a "related person" except in cases where the
proposed transaction has been approved in advance by a two-thirds vote of
those members of Riverview's board of directors who are unaffiliated with the
related person and were directors prior to the time when the related person
became a related person.

     The term "related person" includes any individual or entity that together
with its affiliates owns beneficially or controls, directly or indirectly, 10%
or more of the outstanding shares of voting stock of Riverview.

     A "business combination" includes:

     *     any merger or consolidation of Riverview with or into any related
           person, or any merger or consolidation of a relater person with or
           into Riverview or any subsidiary;

                                      70

<PAGE>



     *     any sale, lease, exchange, mortgage, transfer or other disposition
           of more than 25% of the assets of Riverview or any subsidiary, or
           any sale, lease, exchange, transfer or other disposition of more
           than 25% of the assets of a related person to Riverview or any
           subsidiary;

     *     the issuance of any securities of Riverview or any subsidiary to a
           related person, or the acquisition by Riverview or any subsidiary
           of any securities of a related person;

     *     any reclassification of common stock of Riverview or any
           recapitalization involving the common stock of Riverview;

     *     any liquidation of Riverview; or

     *     any agreement or other arrangement providing for any of the
           foregoing.

Limitation on Voting Rights

     Riverview's articles of incorporation provide that no record owner of any
outstanding Riverview common stock which is beneficially owned, directly or
indirectly, by a person who beneficially owns in excess of 10% of the then
outstanding shares of Riverview common stock will be entitled or permitted to
any vote in respect of the shares held in excess of the 10% limit, unless
permitted by a resolution adopted by a majority of the board of directors.
Beneficial ownership is determined pursuant to the federal securities laws and
includes shares beneficially owned by such person or any of his or her
affiliates (as defined in the articles of incorporation), shares which such
person or his or her affiliates have the right to acquire upon the exercise of
conversion rights or options and shares as to which such person and his or her
affiliates have or share investment or voting power, but does not include
shares that are subject to a revocable proxy and that are not otherwise
beneficially, or deemed by Riverview to be beneficially, owned by such person
and his or her affiliates.

Board of Directors

     Classified Board. The board of directors of Riverview is divided into
three classes, each of which contains approximately one-third of the number of
directors. The shareholders elect one class of directors each year for a term
of three years. The classified board makes it more difficult and time
consuming for a shareholder group to fully use its voting power to gain
control of the board of directors without the consent of the incumbent board
of directors of Riverview.

     Filling of Vacancies; Removal. The articles of incorporation provide that
any vacancy occurring in the Riverview board of directors, including a vacancy
created by an increase in the number of directors, may be filled by a vote of
a majority of the directors then in office. The articles also provide that a
director may be removed from the board prior to the expiration of his or her
term only for cause and only upon the vote of at least 80% of the outstanding
shares entitled to vote for directors. These provisions make it more difficult
for shareholders to remove directors and replace them with their own nominees.

Special Meetings of Shareholders

     The articles of incorporation provide that only the president or a
majority of the board of directors may call a special meeting of the Riverview
shareholders. Shareholders are not able to call a special meeting or require
the board to do so. This provision prevents shareholders from forcing
consideration of a proposal between annual meetings over the opposition of the
president and the Riverview board by calling a special meeting of the
shareholders.

                                      71

<PAGE>

Advance Notice Provisions for Shareholder Nominations and Proposals

     Riverview's articles of incorporation establish an advance notice
procedure for shareholders to nominate directors or bring other business
before a Riverview shareholders meeting. A person may not be nominated for
election as a director unless that person is nominated by or at the direction
of Riverview's board of directors or by a shareholder who has given
appropriate notice to Riverview before the meeting. Similarly, a shareholder
may not bring business before a meeting unless the shareholder has given
Riverview appropriate notice of its intention to bring that business before
the meeting. Riverview's secretary must receive notice of the nomination or
proposal not less than 30 nor more than 60 days prior to the meeting. A
shareholder who desires to raise new business must provide certain information
to Riverview concerning the nature of the new business, the shareholder and
the shareholder's interest in the business matter. Similarly, a shareholder
wishing to nominate any person for election as a director must provide
Riverview with certain information concerning the nominee and the proposing
shareholder.

     Advance notice of nominations or proposed business by shareholders gives
Riverview's board of directors time to consider the qualifications of the
proposed nominees, the merits of the proposals and, to the extent deemed
necessary or desirable by the board of directors, to inform shareholders and
make recommendations about those matters.

Preferred Stock

     The articles of incorporation authorize Riverview's board of directors to
establish one or more series of preferred stock and, for any series of
preferred stock, to determine the terms and rights of the series, including
voting rights, conversion rates, and liquidation preferences. Although
Riverview's board of directors has no current intention to do so, it could
issue a series of preferred stock that could, depending on its terms, impede a
merger, tender offer or other takeover attempt. Riverview's board of directors
will make any determination to issue shares with those terms based on its
judgment as to the best interests of Riverview and its shareholders.

Amendment of Articles of Incorporation

     Riverview's articles of incorporation require the affirmative vote of at
least 80% of the votes entitled to be cast to amend or repeal certain
provisions of the articles of incorporation, including the provisions limiting
voting rights and those relating to approval of business combinations with
related persons, calling special meetings, director and officer
indemnification and amendment of the bylaws and articles of incorporation.
These supermajority voting requirements make it more difficult for the
shareholders to amend these provisions.

                                 LEGAL MATTERS

     The validity of the shares of Riverview common stock to be issued in
connection with the merger will be passed upon for Riverview by Breyer &
Associates PC, McLean, Virginia.

     In addition, Breyer & Associates PC will deliver an opinion concerning
federal income tax consequences of the merger.

                                    EXPERTS

     The financial statements as of March  31, 2002 and 2001, and for each of
the three years in the period ended March 31, 2002, included and incorporated
by reference in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are included and
incorporated by reference herein, and have been so included and incorporated
in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.

     The financial statements of Today's Bancorp as of December 31, 2002 and
2001 and for the two fiscal years ended December 31, 2002 have been included
in this proxy statement-prospectus in reliance upon the report of

                                      72

<PAGE>



Moss Adams LLP, independent certified public accountants, with respect to
those financial statements, and upon the authority of that firm as experts in
accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     Riverview has filed with the Securities and Exchange Commission a
registration statement under the Securities Act that registers the
distribution to Today's Bancorp shareholders of the shares of Riverview common
stock to be issued in connection with the merger. The registration statement,
including the exhibits, contains additional relevant information about
Riverview and Riverview common stock. The rules and regulations of the SEC
allow Riverview to omit certain information included in the registration
statement from this proxy statement-prospectus.

     Riverview files annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any reports,
statements or other information that Riverview files at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. Please call the SEC
at 1-800-SEC-0330 for further information on the SEC's public reference rooms.
Riverview's public filings are also available to the public from commercial
document retrieval services and at the Internet World Wide Website maintained
by the SEC at "http://www.sec.gov."

     The SEC allows Riverview to "incorporate by reference" information into
this proxy statement-prospectus. This means that Riverview can disclose
important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is deemed
to be part of this document, except for any information superseded by
information contained directly in this document. This document incorporates by
reference the other documents that are listed below that Riverview has
previously filed with the SEC. These documents contain important information
about Riverview's financial condition.

Riverview SEC Filings (File No. 0-22957)

     1.     Annual Report on Form 10-K for the year ended March 31, 2002
     2.     Quarterly Reports on Form 10-Q for the quarters ended June 30,
            2002, September 30, 2002 and December 31, 2002 (the latter
            accompanying this proxy statement-prospectus in Appendix E)
     3.     Current Report on Form 8-K filed on February 6, 2003
     4.     Current Report on Form 8-K filed on April 2, 2003

     Documents incorporated by reference are available from Riverview without
charge (except for exhibits to the documents unless the exhibits are
specifically incorporated in this document by reference). You may obtain
documents incorporated by reference in this document by requesting them in
writing or by telephone from Riverview at the following address:

             Riverview Bancorp, Inc.
             900 Washington Street, Suite 900
             Vancouver, Washington 98660
             Attention: Phyllis Kreibich, Corporate Secretary
             Telephone No.: (360) 693-6650

     If you would like to request documents from Riverview, please do so by
__________ ___, 2003 in order to receive them before the special meeting of
shareholders. If you request any incorporated documents, Riverview will mail
them to you by first-class mail, or other equally prompt means, within one
business day of its receipt of your request.

     Riverview has supplied all information contained in this proxy
statement-prospectus relating to Riverview, and Today's Bancorp has supplied
all information relating to Today's Bancorp.

                                      73

<PAGE>

     You should rely only on the information contained or incorporated by
reference in this document to vote your shares at the meeting. We have not
authorized anyone to provide you with information that is different from what
is contained or incorporated by reference in this document. This document is
dated __________ ___, 2003. You should not assume that the information
contained in this document is accurate as of any date other than that date,
and neither the mailing of this document to shareholders nor the issuance of
Riverview's securities in the merger shall create any implication to the
contrary.

                                      74

<PAGE>



                            APPENDIX A

                   AGREEMENT AND PLAN OF MERGER

<PAGE>




                        AGREEMENT AND PLAN OF MERGER

                         dated as of February 5, 2003

                                by and among


                            RIVERVIEW BANCORP, INC.

                                    and

                           RIVERVIEW COMMUNITY BANK



                                    and



                            TODAY'S BANCORP, INC.

                                    and

                               TODAY'S BANK

                                    A-1

<PAGE>



                        AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") is made and
entered into this 5th day of February 2003, by and between RIVERVIEW BANCORP,
INC., a corporation chartered and existing under the laws of the State of
Washington ("Riverview"), TODAY'S BANCORP, INC.  a corporation chartered and
existing under the laws of the State of Washington  ("Today's Bancorp"),
RIVERVIEW COMMUNITY BANK, a federally chartered stock savings bank ("Riverview
Community Bank"), and TODAY'S BANK, a commercial bank chartered and existed
under the laws of the State of Washington ("Today's Bank").


                                 RECITALS

     A.   Riverview, Today's Bancorp, Riverview Community Bank and Today's
Bank, on the terms and conditions hereinafter set forth, desire to effect an
acquisition transaction pursuant to which Riverview will acquire all of the
shares of Today's Bancorp Common Stock (as hereinafter defined) outstanding at
the Effective Time (as hereinafter defined) at a purchase price per share
equal to the amount set forth in Section 2.4 hereof.

     B.   To effect the acquisition, Today's Bancorp shall be merged with and
into Riverview (the "Corporate Merger") pursuant to the Plan of Merger
substantially in the form attached hereto as Exhibit A.  Riverview will be the
surviving corporate entity in the Corporate Merger (the "Surviving
Corporation").  Today's Bank  shall be merged with and into Riverview
Community Bank (the "Bank Merger") pursuant to the Plan of Merger
substantially in the form attached hereto as Exhibit B.    Riverview Community
Bank will be the continuing financial institution (the "Continuing Bank").

     C.   The parties hereto desire to make certain representations,
warranties, covenants and agreements in connection with the Corporate Merger
and also to prescribe various conditions to the Corporate Merger.

     D.   Concurrently with the execution and delivery of this Merger
Agreement, and as an inducement to Riverview's willingness to enter into this
Merger Agreement, each member of the Board of Directors of Today's Bancorp and
each Major Shareholder of Today's Bancorp (as hereinafter defined) has entered
into a Voting Agreement, in the form attached hereto as Exhibit C,  with
Riverview pursuant to which, among other things, they have agreed to vote in
favor of approval of the transactions contemplated by this Merger Agreement at
the Shareholders' Meeting (as hereinafter defined).

     E.   The respective Boards of Directors of Riverview, Today's Bancorp,
Riverview Community Bank and Today's Bank have duly approved this Merger
Agreement and have duly authorized its execution and delivery.

     NOW THEREFORE, in consideration of the foregoing premises and the mutual
representations, warranties, covenants and agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties (as hereinafter defined) agree as follows:

                                   AGREEMENT

                                   ARTICLE 1

                                  DEFINITIONS

          1.1   Definitions.  As used in this Merger Agreement, the following
terms have the definitions indicated:

          "Acquisition Proposal" shall have the meaning assigned to such term
in Section 6.4(a) of this Merger Agreement.

                                       A-2

<PAGE>


          "Affiliate" of a party means any person, partnership, corporation,
association or other legal entity directly or indirectly controlling,
controlled by or under common control, with that party.

          "Aggregate Cash Consideration" shall have the meaning assigned to
such term in Section 2.4(a) of this Merger Agreement.

          "Aggregate Stock Consideration" shall have the meaning assigned to
such term in Section 2.4(b) of this Merger Agreement.

          "Applicable Environmental Laws" shall have the meaning assigned to
such term in Section 4.16(a) of this Merger Agreement.

          "Balance Sheet Date" shall have the meaning assigned to such term in
Section 4.9 of this Merger Agreement.

          "Bank Common Stock" shall have the meaning assigned to such term in
Section 4.21 of this Merger Agreement.

          "Bank Merger" shall, as described in Section 2.2 of this Merger
Agreement, mean the merger of Today's Bank with and into Riverview Community
Bank, which shall survive the Bank Merger as the Continuing Bank.

          "BHCA" shall mean the Bank Holding Company Act.

          "Cash Election Shares" shall have the meaning assigned to such term
in Section 2.11(a) of this Merger Agreement.

          "CERCLA" shall have the meaning set forth in Section 4.16(a) of this
Merger Agreement.

          "CERCLIS" shall have the meaning set forth in Section 4.16(c) of
this Merger Agreement.

          "Closing" shall have the meaning assigned to such term in Section
2.12 of this Merger Agreement.

          "Closing Date" shall have the meaning assigned to such term in
Section 2.12 of this Merger Agreement.

          "Continuing Bank" shall mean Riverview Community Bank as the
financial institution resulting from the consummation of the Bank Merger as
set forth in Section 2.2(a) of this Merger Agreement.

          "Continuing Employees" shall have the meaning assigned to such term
in Section 5.4(a) of this Merger Agreement.

          "Corporate Merger" shall, as described in Section 2.1 of this Merger
Agreement, mean the merger of Today's Bancorp with and into Riverview, which
shall survive the Corporate Merger as the Surviving Corporation.

          "CRA" shall have the meaning assigned to such term in Section
4.26(c) of this Merger Agreement.

          "Deposits" shall mean all deposits (including, but not limited to,
certificates of deposit, savings accounts, NOW accounts and checking accounts)
of Today's Bank.

          "Derivatives Contract" shall have the meaning assigned to such term
in Section 4.34 of this Merger Agreement.

                                      A-3

<PAGE>



          "Dissenting Shareholder" shall mean a Today's Bancorp Shareholder
who makes a demand for dissenters' rights pursuant to Section 2.6 of this
Merger Agreement.

          "Effective Date of the Corporate Merger" shall mean that date on
which the Effective Time shall have occurred.

          "Effective Time" shall have the meaning assigned in Section 2.3 of
this Merger Agreement.

          "Election Deadline" shall have the meaning assigned in Section
2.11(b) of this Merger Agreement.

          "Election Form" shall have the meaning assigned to such term in
Section 2.11.(a) of this Merger Agreement.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          "ESOP" shall have the meaning assigned to such term in Section
4.28(a) of this Merger Agreement.

          "Exchange Agent" shall mean the independent agent selected by
Riverview to effect the exchange of certificates representing Today's Bancorp
Common Stock described in Section 2.11 for the consideration described in
Section 2.4.

          "FDIC" means the Federal Deposit Insurance Corporation, or any
successor thereto.

          "FRB" shall mean the Board of Governors of the Federal Reserve
System.

          "GAAP" shall mean generally accepted accounting principles,
consistently applied.

          "Government Approvals" shall have the meaning assigned to such term
in Section 3.5 of this Merger Agreement.

          "Hazardous Substances" shall have the meaning set forth in Section
4.16(a) of this Merger Agreement.

          "Internal Revenue Code" shall mean the Internal Revenue Code of
1986, as amended.

          "Loan Property" shall have the meaning assigned to such term in
Section 4.16(a) of this Merger Agreement.

          "Major Shareholder" shall have the meaning assigned to such term in
Section 2.10 of this Merger Agreement.

          "Merger Agreement" means this Agreement and Plan of Merger
(including Exhibit A and Exhibit B) and all exhibits and schedules annexed to,
and incorporated by specific reference as a part of, this Merger Agreement.

          "NASD" means the National Association of Securities Dealers, Inc.

          "No-Election Shares" shall have the meaning assigned in Section
2.11(a) of this Merger Agreement.

          "Officer" shall have the meaning set forth in Section 4.9(k) of this
Merger Agreement.

          "OTS" shall mean the Office of Thrift Supervision.

                                      A-4

<PAGE>

          "Parties" shall mean Today's Bancorp, Today's Bank, Riverview and
Riverview Community Bank collectively; Today's Bancorp or Today's Bank on the
one hand, or Riverview and Riverview Community Bank on the other hand, may
sometimes be referred to as a "Party."

          "Pension Plan" shall mean any employee pension benefit plan as such
term is defined in Section 3(2) of ERISA which is maintained by the referenced
Party.

          "Per Share Cash Consideration" shall have the meaning assigned to
such term in Section 2.4(a) of this Merger Agreement.

          "Per Share Stock Consideration" shall have the meaning assigned to
such term in Section 2.4(a) of this Merger Agreement.

          "Person" shall mean any natural person, fiduciary, corporation,
partnership, joint venture, association, business trust or any other entity of
any kind.

          "Plans of Merger" shall mean the Plan of Merger substantially in the
form of Exhibit A hereto to be executed by authorized representatives of
Today's Bancorp and Riverview and filed with the Secretary of State of the
State of Washington providing for the Corporate Merger of Today's Bancorp with
and into Riverview as contemplated by Section 2.1 of this Merger Agreement,
and the Plan of Merger substantially in the form of Exhibit B hereto to be
executed by authorized representatives of Today's Bank and Riverview Community
Bank and filed with the OTS and Washington Department  providing for the Bank
Merger of Today's Bank into Riverview Community Bank as contemplated by
Section 2.2 of this Merger Agreement.

          "Property" shall have the meaning assigned to such term in Section
4.16(a) of this Merger Agreement.

          "Proxy Statement/Prospectus" shall mean the proxy statement to be
used by Today's Bancorp to solicit proxies with a view to securing the
approval of the Today's Bancorp Shareholders of this Merger Agreement and the
Plans of Merger, which shall also serve as the prospectus for the shares of
Riverview Common Stock to be issued to the Today's Bancorp Shareholders.

          "Realty" means the real property of Today's Bank owned or leased by
Today's Bank or any Subsidiary of Today's Bank.

          "Records" means all available records, minutes of meetings of the
Board of Directors, committees and Today's Bancorp Shareholders and Today's
Bank, original instruments and other documentation, pertaining to Today's
Bancorp and Today's Bank, Today's Bancorp's and Today's Bank's assets
(including plans and specifications relating to the Realty), and liabilities,
the Today's Bancorp Common Stock, the Deposits and the loans, and all other
business and financial records which are necessary or customary for use in the
conduct of Today's Bancorp's and Today's Bank's business by Today's Bancorp
and Today's Bank on and after the Effective Time as it was conducted prior to
the Closing Date.

          "Registration Statement" shall have the meaning assigned to such
term in Section 5.2 of this Merger Agreement.

          "Regulatory Authorities" shall mean, collectively, the Department of
Justice, the FRB, the FDIC, the SEC, the OTS, the Washington Department or any
other state or federal governmental or quasi-governmental entity which has, or
may hereafter have, jurisdiction over any of the transactions described in
this Merger Agreement.

          "Release" shall have the meaning assigned to such term in Section
4.16(b)(i) of this Merger Agreement.

                                      A-5
<PAGE>

          "Riverview" shall mean Riverview Bancorp, Inc., a savings and loan
holding company having its principal place of business in Vancouver,
Washington, that is currently incorporated under the laws of the State of
Washington.

          "Riverview Common Stock" shall mean the common stock, par value
$0.01 per share, of Riverview.

          "Riverview Fee" shall have the meaning assigned to such term in
Section 8.3 of this Merger Agreement.

          "Riverview Financial Statements" shall have the meaning assigned to
such term in Section 3.6 of this Merger Agreement.

          "Riverview Option" shall mean an option to acquire shares of
Riverview Common Stock.

          "SEC" shall mean the Securities and Exchange Commission, or any
successor thereto.

          "SEC Documents" shall mean all reports, proxy statements and
registration statements filed, or required to be filed, by a Party or any of
its Subsidiaries pursuant to the Securities Laws, whether filed, or required
to be filed, with the SEC, the OTS, the FRB, or with any other Regulatory
Authority pursuant to the Securities Laws.

          "Securities Laws" shall mean the Securities Act of 1933, as amended
("1933 Act"), the Securities Exchange Act of 1934, as amended ("1934 Act"),
the Investment Company Act of 1940, as amended, the Investment Advisers Act of
1940, as amended, the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the SEC promulgated thereunder, as well as any similar
state securities laws and any similar rules and regulations promulgated by the
applicable federal bank Regulatory Authorities.

          "Shareholders' Meeting" shall mean the special meeting of Today's
Bancorp Shareholders to be held pursuant to Section 6.1 of this Merger
Agreement, including any adjournment or adjournments thereof.

          "SLHCA" shall mean the Savings and Loan Holding Company Act.

          "Stock Election Shares" shall have meaning assigned to such term in
Section 2.11(a) of this Merger Agreement.

          "Subsidiaries" shall mean all of those corporations, or other
entities of which the entity in question owns or controls 5% or more of the
outstanding voting equity securities either directly or through an unbroken
chain of entities as to each of which 5% or more of the outstanding equity
securities is owned directly or indirectly by its parent, and may sometimes be
referred to as a "Subsidiary."

          "Surviving Corporation" shall mean Riverview as the corporation
resulting from the consummation of the Corporate Merger as set forth in
Section 2.1(a) of this Merger Agreement.

          "Today's Bank Financial Statements" shall have the meaning assigned
to such term in Section 4.8(a) of this Merger Agreement.

          "Today's Bancorp" shall mean Today's Bancorp, Inc.,  a bank holding
company having its principal place of business in Vancouver, Washington.

          "Today's Bancorp Common Stock" has the meaning assigned to such
terms in Section 2.4(a) of this Merger Agreement.

                                      A-6

<PAGE>



          "Today's Bancorp Dissenting Shares" shall have the meaning assigned
to such term in Section 2.6 of this Merger Agreement.

          "Today's Bancorp Option" shall mean an option granted by Today's
Bancorp under the Today's Bancorp Option Plan, as defined in Section 2.9 of
this Merger Agreement, to purchase shares of Today's Bancorp Common Stock.

          "Today's Bancorp Shareholders" shall mean the holders of the Today's
Bancorp Common Stock.

          "Today's Bancorp Warrants" shall have the meaning assigned to such
term in Section 2.8 of this Merger Agreement.

          "Voting Agreement" shall mean the Voting Agreement substantially in
the form of Exhibit C hereto to be executed by each Major Shareholder and
director of Today's Bancorp simultaneous with the execution and delivery of
this Merger Agreement.

          "Washington Department" shall mean the Department of Financial
Institutions of the State of Washington.

          "WBCA" shall mean the Washington Business Corporation Act.

                                   ARTICLE 2

                        THE MERGERS AND RELATED MATTERS

          2.1   Corporate Merger.  Subject to the terms and conditions of this
Merger Agreement, and pursuant to the provisions of the WBCA, the Home Owners
Loan Act, as amended ("HOLA"), the BHCA and the rules and regulations
promulgated thereunder, at the Effective Time (as hereinafter defined):

               (a)  Surviving Corporation.  Today's Bancorp shall be merged
with and into Riverview pursuant to the terms and conditions set forth herein
and pursuant to the Plan of Merger attached hereto as Exhibit A.  Upon
consummation of the Corporate Merger, the separate existence of Today's
Bancorp shall cease and Riverview shall continue as the Surviving Corporation.

               (b)  Articles of Incorporation and Bylaws.  The Articles of
Incorporation and Bylaws of Riverview, in effect immediately prior to the
Effective Time, shall become the Articles of Incorporation and Bylaws of the
Surviving Corporation.

               (c)  Effects of the Corporate Merger.  The separate existence
of Today's Bancorp shall cease, and Today's Bancorp shall be merged with and
into Riverview which, as the Surviving Corporation, shall thereupon and
thereafter possess all of the assets, rights, privileges, appointments,
powers, licenses, permits and franchises of the two merged corporations,
whether of a public or a private nature, and shall be subject to all of the
liabilities, restrictions, disabilities and duties of both Riverview and
Today's Bancorp.

               (d)  Transfer of Assets.  All rights, assets, licenses,
permits, franchises and interests of Riverview and Today's Bancorp in and to
every type of property, whether real, personal, or mixed, whether tangible or
intangible, shall be deemed to be vested in Riverview as the Surviving
Corporation by virtue of the Corporate Merger becoming effective and without
any deed or other instrument or act of transfer whatsoever.

               (e)  Assumption of Liabilities.  The Surviving Corporation
shall become and be liable for all debts, liabilities, obligations and
contracts of Riverview as well as those of Today's Bancorp, whether the same
shall be matured or unmatured; whether accrued, absolute, contingent or
otherwise; and whether or not reflected or

                                      A-7

<PAGE>

reserved against in the balance sheets, other financial statements, books of
account or records of Riverview or Today's Bancorp.

          2.2.   The Bank Merger.  As soon as practicable following the
Effective Time:

               (a)  The Continuing Bank.  Today's Bank shall be merged into
Riverview Community Bank pursuant to the terms and conditions set forth herein
and pursuant to the Plan of Merger attached hereto as Exhibit B.  Upon
consummation of the Bank Merger, the separate existence of Today's Bank shall
cease and Riverview Community Bank shall survive as the Continuing Bank.

               (b)  Rights, Etc.  The Continuing Bank shall thereupon and
thereafter possess all of the rights, privileges, immunities and franchises,
of a public as well as of a private nature, of each of the institutions so
merged; and all property, real, personal and mixed, and all debts due on
whatever account, and all and every other interest, of or belonging to or due
to each of the institutions so merged, shall be deemed to be vested in the
Continuing Bank without further act or deed; and the title to any real estate
or any interest therein, vested in each of such institutions, shall not revert
or be in any way impaired by reason of the Bank Merger.

               (c)  Liabilities.  The Continuing Bank shall thenceforth be
responsible and liable for all the liabilities, obligations and penalties of
each of the institutions so merged, in accordance with applicable law.

               (d)  Articles of Incorporation; Bylaws; Directors; Officers.
The Articles of Incorporation and Bylaws of the Continuing Bank shall be those
of Riverview Community Bank, as in effect immediately prior to the Bank Merger
becoming effective.  The directors and officers of Riverview Community Bank in
office immediately prior to the Bank Merger becoming effective shall be the
directors and officers of the Continuing Bank, who shall hold office until
such time as their successors are elected and qualified.

          2.3   Effective Time.  As soon as practicable after each of the
conditions set forth in Article 7 hereof have been satisfied or waived, the
Parties will file, or cause to be filed, with the Secretary of State of the
State of Washington such Articles of Merger as they may deem necessary or
appropriate for the Corporate Merger which Articles of Merger shall be in the
form required by and executed in accordance with the applicable provisions of
the WBCA and the WBCA.  The Corporate Merger shall become effective at such
time as may be specified in such Articles of Merger (the "Effective Time").
The Bank Merger will be consummated as soon as practicable after the Corporate
Merger at the discretion of Riverview.

          2.4   Conversion of Today's Bancorp Common Stock.  At the Effective
Time:

               (a)  Subject to the other provisions in this Section 2.4, and
Sections 2.11(d) and (e), each share of common stock of Today's Bancorp, no
par value per share ("Today's Bancorp Common Stock"), issued and outstanding
immediately prior to the Effective Time (except for Today's Bancorp Dissenting
Shares, as defined herein) shall, by virtue of the Corporate Merger and
without any action on the part of the holder thereof, be converted into the
right to receive from Riverview, at the election of the holder thereof:

                    (i)  The number of shares of Riverview Common Stock equal
to the quotient (the "Exchange Ratio") determined by dividing (x) the number
of shares of Riverview Common Stock to be exchanged (determined in the manner
provided in subsection (b) of this Section 2.4) by (y) forty-five percent
(45%) of the number of shares of Today's Bancorp Common Stock outstanding at
the Effective Time (the "Per Share Stock Consideration"); or

                    (ii)  A cash amount equal to the quotient (rounded to the
nearest 0.01) determined by dividing (x) $8,689,928 (the "Aggregate Cash
Consideration") by (y) fifty-five percent (55%) of the number of shares of
Today's Bancorp Common Stock outstanding (including any shares of Today's
Bancorp Common Stock that are outstanding as the result of the exercise of
Today's Bancorp  Options or Today's Bancorp Warrants) at the Effective Time
(the "Per Share Cash Consideration").

                                      A-8

<PAGE>



               (b)   The number of shares of Riverview Common Stock to be
exchanged shall be determined by dividing (x) $7,109,940 (the "Aggregate Stock
Consideration") by (y) the average of the closing sales price per share of
Riverview Common Stock, as quoted on the Nasdaq National Market, for the
20-day trading period ending on the business day which is five (5) business
days prior to the Effective Time provided that Riverview will not issue less
than 426,596 shares or more than 521,395 shares. The closing sales price
during the 20-day trading period shall be subject to appropriate adjustments
in the event that Riverview Common Stock shall have been increased, decreased,
changed into or exchanged for a different number or kind of shares or
securities through reorganization, reclassification, stock dividend, stock
split, reverse stock split or other like changes in Riverview's
capitalization.

               (c)  Notwithstanding any other provision of this Merger
Agreement, any shares of Today's Bancorp Common Stock issued and outstanding
immediately prior to the Effective Time which are then owned beneficially or
of record by Riverview or Today's Bancorp or by any direct or indirect
Subsidiary of either of them or are held in the treasury of Today's Bancorp
shall, by virtue of the Corporate Merger, be canceled without payment of any
consideration therefor and without any conversion thereof.

               (d)  The holders of certificates representing shares of Today's
Bancorp Common Stock shall as of the Effective Time cease to have any rights
as stockholders of Today's Bancorp, except such rights, if any, as they may
have pursuant to the WBCA.    Each outstanding certificate which prior to the
Effective Time represented Today's Bancorp Common Stock and that is not
surrendered to the Exchange Agent in accordance with the procedures provided
for in this Merger Agreement shall, except as otherwise herein provided, until
duly surrendered to the Exchange Agent be deemed to evidence ownership of the
number of shares of Riverview Common Stock or the right to receive the amount
of cash into which such Today's Bancorp Common Stock shall have been
converted.

               (e)  The stock transfer books of Today's Bancorp shall be
closed and no transfer of shares of Today's Bancorp Common Stock shall be made
thereafter.

          2.5   Riverview Common Stock.  At the Effective Time, the shares of
Riverview Common Stock issued and outstanding immediately prior to the
Effective Time shall, on and after the Effective Time, remain issued and
outstanding as shares of Riverview Common Stock.

          2.6   Dissenting Shares. Any shares of Today's Bancorp Common Stock
held by a holder who dissents from the Corporate Merger in accordance with the
WBCA and becomes entitled to obtain payment for the fair value of such shares
of Today's Bancorp Common Stock pursuant to the applicable provisions of the
WBCA shall be herein called "Today's Bancorp Dissenting Shares."  Each
outstanding share of Today's Bancorp Common Stock the holder of which has
perfected his right to dissent under the WBCA and has not effectively
withdrawn or lost such right as of the Effective Time shall not be converted
into or represent a right to receive shares of Riverview Common Stock or cash
hereunder, and the holder thereof shall be entitled only to such rights as are
granted by the WBCA. Today's Bancorp shall give Riverview prompt notice upon
receipt by Today's Bancorp of any such written demands for payment of the fair
value of such shares of Today's Bancorp Common Stock and of withdrawals of
such demands and any other instruments provided pursuant to the WBCA (any
shareholder duly making such demand being hereinafter called a "Dissenting
Shareholder"). Any payments made in respect of Today's Bancorp Dissenting
Shares shall be made by Riverview. If any Dissenting Shareholder shall
effectively withdraw or lose (through failure to perfect or otherwise) his
right to such payment at or prior to the Election Deadline, such holder's
shares of Today's Bancorp Common Stock shall be converted into a right to
receive cash or Riverview Common Stock in accordance with the applicable
provisions of this Merger Agreement. If such holder shall effectively withdraw
or lose (through failure to perfect or otherwise) his right to such payment
after the Election Deadline, each share of Today's Bancorp Common Stock of
such holder shall be converted on a share by share basis into the right to
receive cash.

          2.7   Fractional Shares.  Notwithstanding any other provision
hereof, no fractional shares of Riverview Common Stock and no certificates or
scrip therefor, or other evidence of ownership thereof, will be issued in the
Corporate Merger; instead, Riverview shall pay to each Today's Bancorp
Shareholder who would otherwise be entitled to a fractional share an amount in
cash determined by multiplying such fraction by the average of the closing

                                      A-9

<PAGE>



sales price per share of Riverview Common Stock, as quoted on the Nasdaq
National Market, for the 20-day trading period ending on the business day
which is five (5) business days prior to the Effective Date of the Corporate
Merger.

          2.8   Anti-Dilution Provisions.  In the event Riverview changes the
number of shares of Riverview Common Stock issued and outstanding prior to the
Effective Time as a result of a stock split, stock dividend or
recapitalization with respect to the outstanding Riverview Common Stock and
the record date therefor shall be prior to the Effective Date of the Corporate
Merger, the Exchange Ratio shall be proportionately adjusted.

          2.9   Options/Restricted Stock.   Options to acquire 72,000 shares
of Today's Bancorp Common Stock (each a "Today's Bancorp Option") have been
granted and remain outstanding pursuant to the Today's Bancorp 2000 Stock
Option Plan (the "Today's Bancorp Option Plan") and warrants to acquire
497,179 shares of Today's Bancorp Common Stock (each a "Today's Bancorp
Warrant") have been granted and remain outstanding pursuant to the Today's
Bancorp 2002 Warrant Plan (the "Warrant Plan").  At the Effective Time of the
Corporate Merger, each Today's Bancorp Option and Today's Bancorp Warrant that
is then outstanding and unexercised, whether or not then vested, shall be
canceled, and in lieu thereof the holders of such options and warrants shall
be paid in cash an amount equal to the product of (i) the number of shares of
Today's Bancorp Common Stock subject to such option or warrant at the
Effective Time and (ii) the amount by which the Per Share Cash Consideration
exceeds the exercise price per share of such option or warrant, net of any
cash which must be withheld under federal and state income and employment tax
requirements.  The number of shares of Today's Bancorp Common Stock which are
issuable upon exercise of Today's Bancorp Options and Today's Bancorp Warrants
as of the date hereof is set forth on Schedule 2.9.  At the Effective Time,
the Today's Bancorp Option Plan and Warrant Plan shall be deemed terminated.

          2.10  Major Shareholder.  As used in this Merger Agreement, the term
"Major Shareholder"shall mean any person who as of the date hereof owns or
controls more than five percent (5%) of the issued and outstanding shares of
Today's Bancorp Common Stock.  Simultaneous with the execution and delivery of
this Merger Agreement, each Major Shareholder and director of Today's Bancorp
will execute and deliver to Riverview a Voting Agreement in the form attached
hereto as Exhibit C.

          2.11  Election and Exchange Procedures

               (a)  The parties shall designate an exchange agent to act as
agent (the "Exchange Agent") for purposes of conducting the election procedure
and the exchange procedure as described in this Section 2.11. No later than
seven (7) business days following the Effective Time, Riverview shall cause
the Exchange Agent to mail or make available to each holder of record of a
certificate or certificates which immediately prior to the Effective Time
represented issued and outstanding shares of Today's Bancorp Common Stock (i)
a notice and letter of transmittal (which shall specify that delivery shall be
effected and risk of loss and title to the certificates theretofore
representing shares of Today's Bancorp Common Stock shall pass only upon
proper delivery of such certificates to the Exchange Agent) advising such
holder of the anticipated effectiveness of the Corporate Merger and the
procedure for surrendering to the Exchange Agent such certificate or
certificates which immediately prior to the Effective Time represented issued
and outstanding shares of Today's Bancorp Common Stock in exchange for the
consideration set forth in Section 2.4 hereof deliverable in respect thereof
pursuant to this Merger Agreement and (ii) an election form in such form as
Riverview and Today's Bancorp shall mutually agree ("Election Form"). Each
Election Form shall permit the holder (or in the case of nominee record
holders, the beneficial owner through proper instructions and documentation)
(i) to elect to receive Riverview Common Stock with respect to all of such
holder's Today's Bancorp Common Stock as hereinabove provided (the "Stock
Election Shares"), (ii) to elect to receive cash with respect to all of such
holder's Today's Bancorp Common Stock as hereinabove provided (the "Cash
Election Shares"), or (iii) to indicate that such holder makes no such
election with respect to such holder's shares of Today's Bancorp Common Stock
(the "No-Election Shares"). Nominee record holders who hold Today's Bancorp
Common Stock on behalf of multiple beneficial owners shall indicate how many
of the shares held by them are Stock Election Shares, Cash Election Shares and
No-Election Shares. Any shares of Today's Bancorp Common Stock with respect to
which the holder thereof shall not, as of the Election Deadline (as
hereinafter defined), have made such an election by submission to the Exchange
Agent of an effective, properly completed Election Form shall be deemed to be
No-Election Shares. Any Today's Bancorp Dissenting Shares shall be deemed to
be Cash

                                      A-10

<PAGE>



Election Shares, and with respect to such shares the holders thereof shall in
no event be classified as Reallocated Stock Shares (as hereinafter defined).

               (b)  The term "Election Deadline" shall mean 5:00 p.m., Eastern
Time, on the 20th business day following but not including the date of mailing
of the Election Form or such other date as Riverview and Today's Bancorp shall
mutually agree upon.

               (c)  Any election to receive Riverview Common Stock or cash
shall have been properly made only if the Exchange Agent shall have actually
received a properly completed Election Form by the Election Deadline. An
Election Form will be properly completed only if accompanied by certificates
representing all shares of Today's Bancorp Common Stock covered thereby,
subject to the provisions of subsection (h) below of this Section 2.11.  Any
Election Form may be revoked or changed by the person submitting such Election
Form to the Exchange Agent by written notice to the Exchange Agent only if
such notice is actually received by the Exchange Agent at or prior to the
Election Deadline. The certificate or certificates representing Today's
Bancorp Common Stock relating to any revoked Election Form shall be promptly
returned without charge to the person submitting the Election Form to the
Exchange Agent. The Exchange Agent shall have reasonable discretion to
determine when any election, modification or revocation is received and
whether any such election, modification or revocation has been properly made.

               (d)  Within ten (10) business days after the Election Deadline,
the Exchange Agent shall effect the allocation among Today's Bancorp
Shareholders of rights to receive Riverview Common Stock or cash in the
Corporate Merger in accordance with the Election Forms as follows:

                     (i)  If the number of Cash Election Shares times the
     Per Share Cash Consideration is less than the Aggregate Cash
     Consideration, then:

                          (A)  all Cash Election Shares (subject to Section
          2.6 with respect to Today's Bancorp Dissenting Shares) shall be
          converted into the right to receive cash,

                          (B)  No-Election Shares shall then be deemed to be
          Cash Election Shares to the extent necessary to have the total
          number of Cash Election Shares times the Per Share Cash
          Consideration equal the Aggregate Cash Consideration. If less than
          all of the No-Election Shares need to be treated as Cash Election
          Shares, then the Exchange Agent shall select which No-Election
          Shares shall be treated as Cash  Election Shares in such manner as
          the Exchange Agent shall determine, and all remaining No-Election
          Shares shall thereafter be treated as Stock Election Shares,

                          (C)  If all of the No-Election Shares are treated as
          Cash Election Shares under the preceding subsection and the total
          number of Cash Election Shares times the Per Share Cash
          Consideration is less than the Aggregate Cash Consideration, then
          the Exchange Agent shall convert on a pro rata basis as described
          below a sufficient number of Stock Election Shares into Cash
          Election Shares ("Reallocated Cash Shares") such that the sum of the
          number of Cash Election Shares plus the number of Reallocated Cash
          Shares times the Per Share Cash Consideration equals the Aggregate
          Cash Consideration, and all Reallocated Cash Shares will be
          converted into the right to receive cash, and

                          (D)  the Stock Election Shares which are not
          Reallocated Cash Shares shall be converted into the right to receive
          Riverview Common Stock.

                     (ii) If the number of Cash Election Shares times the Per
     Share Cash Consideration is greater than the Aggregate Cash
     Consideration, then:

                          (A)  all Stock Election Shares and all No-Election
          Shares shall be converted into the right to receive Riverview Common
          Stock,

                                      A-11

<PAGE>



                          (B)  the Exchange Agent shall convert on a pro rata
          basis as described below a sufficient number of Cash Election Shares
          (excluding any Today's Bancorp Dissenting Shares)("Reallocated Stock
          Shares") such that the number of remaining Cash Election Shares
          (including Today's Bancorp Dissenting  Shares) times the Per Share
          Cash Consideration equals the Aggregate Cash Consideration, and all
          Reallocated Stock Shares shall be converted into the right to
          receive Riverview Common Stock, and

                          (C)  the Cash Election Shares (subject to Section
          2.6 with respect to Today's Bancorp Dissenting Shares) which are not
          Reallocated Stock Shares shall be converted into the right to
          receive cash.

                     (iii)     If the number of Cash Election Shares times the
     Per Share Cash Consideration is equal to the Aggregate Cash
     Consideration, then subparagraphs (d)(i) and (ii) above shall not apply
     and all No-Election Shares and all Stock Election Shares will be
     converted into the right to receive Riverview Common Stock.

               (e)  In the event that the Exchange Agent is required pursuant
to Section 2.11(d)(i)(3) to convert some Stock Election Shares into
Reallocated Cash Shares, each holder of Stock Election Shares shall be
allocated a pro rata portion of the total Reallocated Cash Shares. In the
event the Exchange Agent is required pursuant to Section 2.11(d)(ii)(2) to
convert some Cash Election Shares into Reallocated Stock Shares, each holder
of Cash Election Shares shall be allocated a pro rata portion of the total
Reallocated Stock Shares.

               (f)  At the Effective Time, Riverview shall deliver to the
Exchange Agent the number of shares of Riverview Common Stock issuable and the
amount of cash payable in the Corporate Merger (which shall be held by the
Exchange Agent in trust for the holders of Today's Bancorp Common Stock and
invested only in deposit accounts of an FDIC-insured institution, direct
obligations of the U.S. Government or obligations issued or guaranteed by an
agency thereof which carry the full faith and credit of the United States). No
later than ten (10) business days after the receipt of a properly completed
letter of transmittal and other required documents, the Exchange Agent shall
distribute Riverview Common Stock and cash as provided herein. The Exchange
Agent shall not be entitled to vote or exercise any rights of ownership with
respect to the shares of Riverview Common Stock held by it from time to time
hereunder, except that it shall receive and hold all dividends or other
distributions paid or distributed with respect to such shares for the account
of the persons entitled thereto.

               (g)  After the completion of the foregoing allocation, each
holder of an outstanding certificate or certificates which prior thereto
represented shares of Today's Bancorp Common Stock who surrenders such
certificate or certificates to the Exchange Agent will, upon acceptance
thereof by the Exchange Agent, be entitled to a certificate or certificates
representing the number of full shares of Riverview Common Stock and/or the
amount of cash into which the aggregate number of shares of Today's Bancorp
Common Stock previously represented by such certificate or certificates
surrendered shall have been converted pursuant to this Merger Agreement and,
if such holder's shares of Today's Bancorp Common Stock have been converted
into Riverview Common Stock, any other distribution theretofore paid with
respect to Riverview Common Stock issuable in the Corporate Merger, in each
case without interest. The Exchange Agent shall accept such certificates upon
compliance with such reasonable terms and conditions as the Exchange Agent may
impose to effect an orderly exchange thereof in accordance with normal
exchange practices.  Each outstanding certificate which prior to the Effective
Time represented Today's Bancorp Common Stock and which is not surrendered to
the Exchange Agent in accordance with the procedures provided for herein
shall, except as otherwise herein provided, until duly surrendered to the
Exchange Agent be deemed to evidence ownership of the number of shares of
Riverview Common Stock or the right to receive the amount of cash into which
such Today's Bancorp Common Stock shall have been converted. After the
Effective Time, there shall be no further transfer on the records of Today's
Bancorp of certificates representing shares of Today's Bancorp Common Stock
and if such certificates are presented to Today's Bancorp for transfer, they
shall be cancelled against delivery of certificates for Riverview Common Stock
or cash as hereinabove provided. No dividends which have been declared will be
remitted to any person entitled to receive shares of Riverview Common Stock
under this Section 2.11 until such person surrenders the certificate or
certificates

                                      A-12

<PAGE>



representing Today's Bancorp Common Stock, at which time such dividends shall
be remitted to such person, without interest.

               (h)  Riverview shall not be obligated to deliver cash and/or a
certificate or certificates representing shares of Riverview Common Stock to
which an Today's Bancorp Shareholder would otherwise be entitled as a result
of the Corporate Merger until such holder surrenders the certificate or
certificates representing the shares of Today's Bancorp Common Stock for
exchange as provided in this Section 2.11, or, in default thereof, an
appropriate affidavit of loss and indemnity agreement and/or a bond as may be
required by the Exchange Agent. If any certificates evidencing shares of
Riverview Common Stock are to be issued in a name other than that in which the
certificate evidencing Today's Bancorp Common Stock surrendered in exchange
therefor is registered, it shall be a condition of the issuance thereof that
the certificate so surrendered shall be properly endorsed or accompanied by an
executed form of assignment separate from the certificate and otherwise in
proper form for transfer and that the person requesting such exchange pay to
the Exchange Agent any transfer or other tax required by reason of the
issuance of a certificate for shares of Riverview Common Stock in any name
other than that of the registered holder of the certificate surrendered or
otherwise establish to the satisfaction of the Exchange Agent that such tax
has been paid or is not payable.

               (i)  Any portion of the shares of Riverview Common Stock and
cash delivered to the Exchange Agent by Riverview pursuant to Section 2.11(f)
that remains unclaimed by the Today's Bancorp Shareholders for six (6) months
after the Effective Time (as well as any proceeds from any investment thereof)
shall be delivered by the Exchange Agent to Riverview. Any Today's Bancorp
Shareholders who have not theretofore complied with Section 2.11(g) shall
thereafter look only to Riverview for the consideration deliverable in respect
of each share of Today's Bancorp Common Stock such shareholder holds as
determined pursuant to this Merger Agreement without any interest thereon. If
outstanding certificates for shares of Today's Bancorp Common Stock are not
surrendered or the payment for them is not claimed prior to the date on which
such shares of Riverview Common Stock or cash would otherwise escheat to or
become the property of any governmental unit or agency, the unclaimed items
shall, to the extent permitted by abandoned property and any other applicable
law, become the property of Riverview (and to the extent not in its possession
shall be delivered to it), free and clear of all claims or interest of any
person previously entitled to such property. Neither the Exchange Agent nor
any party to this Merger Agreement shall be liable to any holder of stock
represented by any certificate for any consideration paid to a public official
pursuant to applicable abandoned property, escheat or similar laws. Riverview
and the Exchange Agent shall be entitled to rely upon the stock transfer books
of Today's Bancorp to establish the identity of those persons entitled to
receive consideration specified in this Merger Agreement, which books shall be
conclusive with respect thereto. In the event of a dispute with respect to
ownership of stock represented by any certificate, Riverview and the Exchange
Agent shall be entitled to deposit any consideration represented thereby in
escrow with an independent third party and thereafter be relieved with respect
to any claims thereto.

          2.12   Closing.  Subject to the provisions of Article 7 hereof, the
closing of the transactions contemplated by this Merger Agreement (the
"Closing") shall take place as soon as practicable after satisfaction or
waiver of all of the conditions to Closing, and shall be on such date, time
and location as is mutually agreed to by Riverview and Today's Bancorp.  At
the Closing the Parties shall use their respective best efforts to deliver the
certificates, letters and opinions which constitute conditions to effecting
the Corporate Merger and the Bank Merger and each Party will provide the other
Parties with such proof or indication of satisfaction of the conditions to the
obligations of such other Parties to consummate the Corporate Merger and the
Bank Merger as such other Parties may reasonably require.  If all conditions
to the obligations of each of the Parties shall have been satisfied or
lawfully waived by the Party entitled to the benefits thereof, the Parties
shall, at the Closing, duly execute the Plans of Merger for filing with the
Secretary of State of the  State of Washington and promptly thereafter shall
take all steps necessary or desirable to consummate the Corporate Merger in
accordance with all applicable laws, rules and regulations and the Plan of
Merger which is attached hereto as Exhibit A and incorporated by reference as
part of this Merger Agreement.  The Bank Merger will be consummated as soon as
practicable after the Corporate Merger at the discretion of Riverview and
pursuant to the terms of the Plan of Merger which is attached hereto as
Exhibit B.  The Parties shall thereupon take such other and further actions as
may be required by law or this Merger Agreement to consummate the transactions
contemplated herein.  The date on which the Closing actually occurs is herein
referred to as the "Closing Date."

                                      A-13

<PAGE>



          2.13   Withholding Rights. Riverview (through the Exchange Agent, if
applicable) shall be entitled to deduct and withhold from any amounts
otherwise payable pursuant to this Merger Agreement to any Today's Bancorp
Shareholder such amounts as Riverview is required under the Internal Revenue
Code or any provision of state, local or foreign tax law to deduct and
withhold with respect to the making of such payment. Any amounts so withheld
shall be treated for all purposes of this Merger Agreement as having been paid
to a Today's Bancorp Shareholder in respect of which such deduction and
withholding was made by Riverview.

          2.14   Reservation of Right to Revise Transaction.  Riverview shall
have the unilateral right to revise the method of effecting either the
Corporate Merger, the Bank Merger or both in order to achieve tax benefits or
for any other reason which Riverview may deem advisable; provided, however,
that Riverview shall not have the right, without the prior written approval of
the Board of Directors of Today's Bancorp, and, if required, the approval of
the Today's Bancorp Shareholders, to make any revision to the structure of the
Corporate Merger which changes the amount or kind of the consideration which
the Today's Bancorp Shareholders are entitled to receive (determined in the
manner provided in Section 2.4 of this Merger Agreement) or adversely affect
the tax treatment of Today's Bancorp Shareholders.  Riverview may exercise
this right of revision by giving written notice thereof to Today's Bancorp in
the manner provided in Section 9.1 of this Merger Agreement.

          2.15   Additional Actions. If at any time after the Effective Time
the Surviving Corporation shall consider that any further assignments or
assurances in law or any other acts are necessary or desirable to (i) vest,
perfect or confirm, of record or otherwise, in the Surviving Corporation its
rights, title or interest in, to or under any of the rights, properties or
assets of Today's Bancorp acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with, the Corporate Merger, or
(ii) otherwise carry out the purposes of this Merger Agreement, Today's
Bancorp and its proper officers and directors shall be deemed to have granted
to the Surviving Corporation an irrevocable power of attorney to execute and
deliver all such proper deeds, assignments and assurances in law and to do all
acts necessary or proper to vest, perfect or confirm title to and possession
of such rights, properties or assets in the Surviving Corporation and
otherwise to carry out the purposes of this Merger Agreement; and the proper
officers and directors of the Surviving Corporation are fully authorized in
the name of Today's Bancorp or otherwise to take any and all such action.


                                  ARTICLE 3

  REPRESENTATIONS AND WARRANTIES OF RIVERVIEW AND RIVERVIEW COMMUNITY BANK

          Each of Riverview and Riverview Community Bank hereby represents and
warrants to Today's Bancorp and Today's Bank as follows:

          3.1   Organization and Corporate Authority of Riverview.  Riverview
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Washington.  Riverview is registered as a savings and
loan holding company with the OTS and engages only in activities permitted by
the HOLA and the rules and regulations promulgated by the OTS thereunder.
Riverview (i) has the requisite corporate power and authority to own, operate
and lease its material properties and carry on its businesses as they are
currently being conducted; (ii) is in good standing and is duly qualified to
do business in each jurisdiction where the character of its properties owned
or held under lease or the nature of its business makes such qualification
necessary and where the failure to so qualify would individually or in the
aggregate have a material adverse effect on the condition (financial or
otherwise), affairs, business, assets or prospects of Riverview and; (iii) has
in effect all federal, state, local and foreign governmental authorizations,
permits and licenses necessary for it to own or lease its properties and
assets and to carry on its businesses as they are currently being conducted.
The Articles of Incorporation and Bylaws of Riverview, as amended to date, are
in full force and effect as of the date of this Merger Agreement.

          3.2   Organization and Qualification of Riverview Community Bank.
Riverview Community Bank is a federally-chartered stock savings bank, duly
organized, validly existing and in good standing under the laws of the United
States and engages only in activities (and holds properties only of the types)
permitted by the OTS and the FDIC and the rules and regulations promulgated
thereby for insured depository institutions.  Riverview Community Bank (a)

                                      A-14

<PAGE>



has all requisite corporate power and authority to own, operate and lease its
properties and to carry on its business as it is currently being conducted and
(b) is in good standing and is duly qualified to do business in each
jurisdiction where the character of its properties owned or held under lease
or the nature of its business makes such qualification necessary and where the
failure to so qualify would individually or in the aggregate have a material
adverse effect on the condition (financial or otherwise), affairs, business,
assets or prospects of Riverview Community Bank and all Riverview
Subsidiaries, taken as a whole.  Riverview Community Bank's deposit accounts
are insured by the FDIC to the fullest extent permitted under applicable law.

          3.3   Authorization, Execution and Delivery; Merger Agreement Not in
Breach.

               (a)  Riverview and Riverview Community Bank have all requisite
corporate power and authority to execute and deliver this Merger Agreement and
to consummate the transactions contemplated hereby.  This Merger Agreement,
and all other agreements and instruments contemplated to be executed in
connection herewith by Riverview and Riverview Community Bank, have been (or
upon execution will have been) duly executed and delivered by Riverview and
Riverview Community Bank, have been (or upon execution will have been)
effectively authorized by all necessary action, corporate or otherwise, and no
other corporate proceedings on the part of Riverview and Riverview Community
Bank are (or will be) necessary to authorize such execution and delivery, and,
subject to receipt of any required Government Approvals, constitute (or upon
execution will constitute) legal, valid and enforceable obligations of
Riverview and Riverview Community Bank, subject, as to enforceability, to
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally, and to the
application of equitable principles and judicial discretion.

               (b)   The execution and delivery of this Merger Agreement, the
consummation of the transactions contemplated hereby and the fulfillment of
the terms hereof will not result in a breach of any of the terms or provisions
of, or constitute a default under (or an event which, with the passage of time
or the giving of notice or both, would constitute a default under), or
conflict with, or permit the acceleration of any obligation under, (i) any
material mortgage, lease, covenant, agreement, indenture or other instrument
to which Riverview and Riverview Community Bank are a party or by which
Riverview or Riverview Community Bank or their respective properties or any of
their respective assets are bound, (ii) the Articles of Incorporation or
Bylaws of Riverview and Riverview Community Bank, (iii) any material judgment,
decree, order or award of any court, governmental body or arbitrator by which
Riverview and Riverview Community Bank are bound, or (iv) any material permit,
concession, grant, franchise, license, law, statute, ordinance, rule or
regulation applicable to Riverview and Riverview Community Bank or their
respective properties; or result in the creation of any lien, claim, security
interest, encumbrance, charge, restriction or right of any third party of any
kind whatsoever upon the property or assets of Riverview and Riverview
Community Bank, except that the Government Approvals shall be required in
order for Riverview and Riverview Community Bank to consummate the Corporate
Merger.

          3.4   No Legal Bar.  Neither Riverview nor Riverview Community Bank
is a party to, subject to or bound by any agreement, judgment, order, writ,
prohibition, injunction or decree of any court or other governmental body of
competent jurisdiction which would prevent the execution of this Merger
Agreement by Riverview or Riverview Community Bank, its delivery to Today's
Bancorp and Today's Bank or (upon receipt of Governmental Approvals) the
consummation of the transactions contemplated hereby, and no action or
proceeding is pending or threatened against Riverview or Riverview Community
Bank in which the validity of this Merger Agreement, any of the transactions
contemplated hereby or any action which has been taken by any of the Parties
in connection herewith or in connection with any of the transactions
contemplated hereby is at issue.

          3.5   Government Approvals.  No consent, approval, order or
authorization of, or registration, declaration or filing with, any federal,
state or local governmental authority is required to be made or obtained by
Riverview or Riverview Community Bank in connection with the execution and
delivery of this Merger Agreement or the consummation of the transactions
contemplated hereby by Riverview or Riverview Community Bank, except for the
prior approval of the FRB, the FDIC, the OTS, the Washington Department, the
SEC and such other agencies as may have jurisdiction (collectively, the
"Government Approvals").  Riverview and Riverview Community Bank are not aware

                                      A-15

<PAGE>



of any facts, circumstances or reasons why such Government Approvals should
not be forthcoming or which would prevent or hinder such approvals from being
obtained.

          3.6   Riverview Financial Statements.  The consolidated balance
sheets of Riverview as of March 31, 2002 and 2001, and the related
consolidated statements of income and changes in stockholders' equity and cash
flows of Riverview for the years ended March 31, 2002, 2001 and 2000 which
were included in Riverview's Annual Report on Form 10-K for the fiscal year
ended March 31, 2002 as filed with the SEC and the comparative interim
financial statements for any subsequent quarter ending after March  31, 2002
and prior to the date hereof included in Riverview's Quarterly Reports on Form
10-Q as filed with the SEC (collectively, the "Riverview Financial
Statements") (i) were prepared from the books and records of Riverview, which
are complete and accurate in all material respects and have been maintained in
accordance with good business practices; (ii) were prepared in accordance with
GAAP and comply in all material respects with applicable accounting
requirements and published rules and regulations of the SEC; (iii) accurately
present Riverview's consolidated financial condition and the consolidated
results of its operations, changes in stockholders' equity and cash flows as
stated including any amendments thereto at the relevant dates thereof and for
the periods covered thereby (subject, in the case of financial statements for
interim periods, to normal recurring adjustments); and (iv) do contain or
reflect all necessary adjustments and accruals for an accurate presentation of
Riverview's consolidated financial condition and the consolidated results of
Riverview's operations and cash flows for the periods covered by the Riverview
Financial Statements.

          3.7   Absence of Certain Changes.  Since March 31, 2002 there has
not been any material adverse change in the financial condition or results of
operations of Riverview, Riverview Community Bank and their respective
subsidiaries taken as a whole.

          3.8   Capitalization of Riverview.  The authorized capital stock of
Riverview consists of 50,000,000 shares of Riverview Common Stock and 250,000
shares of preferred stock having a par value of $0.01 per share.  As of the
close of business on January 24, 2003, 4,560,958 shares of Riverview Common
Stock were issued and outstanding, no shares of Riverview Common Stock were
held by Riverview as treasury stock and no shares of the preferred stock were
issued and outstanding.  As of the close of business on January 24, 2003,
options to acquire 308,135 shares of Riverview Common Stock were outstanding.

           3.9   Capitalization of Riverview Community Bank.  The authorized
capital stock of Riverview Community Bank consists of 4,000,000 shares of
common stock having a par value of $1.00 per share and 1,000,000 shares of
preferred stock.  As of the date of this Merger Agreement, 1,000 shares of
Riverview Community Bank's common stock were issued and outstanding, no shares
of the common stock were held by Riverview Community Bank as treasury stock
and no shares of preferred stock were issued and outstanding.  All of the
outstanding common stock of Riverview Community Bank is held beneficially and
of record by Riverview, free and clear of any lien, claim, security interest,
encumbrance, charge, restriction or right of any third party of any kind
whatsoever.

          3.10   Financial Ability.  On the Effective Date, Riverview will
have all funds necessary to pay the Aggregate Cash Consideration to the
holders of Today's Bancorp Common Stock.

          3.11   Statements True and Correct.  None of the information to be
supplied by Riverview for inclusion in the Proxy Statement/Prospectus, or any
amendment thereof or supplement thereto, will be, at the time such documents
are first mailed to the Today's Bancorp Shareholders or at the time of the
Shareholder's Meeting, false or misleading with respect to any material fact,
or will omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

          3.12   Disclosure.  The information concerning, and the
representations or warranties made by Riverview and Riverview Community Bank
as set forth in this Merger Agreement, or in any document, statement,
certificate or other writing furnished or to be furnished by Riverview and
Riverview Community Bank to Today's Bancorp and Today's Bank pursuant hereto,
do not and will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated herein or therein which is
necessary to make the statements and facts contained herein or therein, in
light of the circumstances under which they were or are made, not false or
misleading.

                                      A-16

<PAGE>



Copies of all documents heretofore or hereafter delivered or made available to
Today's Bancorp and Today's Bank by Riverview and Riverview Community Bank
pursuant hereto were complete and accurate copies of such documents.

                                 ARTICLE 4

     REPRESENTATIONS AND WARRANTIES OF TODAY'S BANCORP AND TODAY'S BANK

     Each of Today's Bancorp and Today's Bank hereby represents and warrants
to Riverview and Riverview Community Bank as follows:

          4.1   Organization and Qualification of Today's Bancorp and
Subsidiaries.  Today's Bancorp is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Washington.
Today's Bancorp is registered as a bank holding company with the FRB and
engages only in activities permitted by the BHCA and the rules and regulations
promulgated by the FRB thereunder.  The status of the proposed financial
holding company decertification is set forth on Schedule 4.1.  Today's Bancorp
(a) has all requisite corporate power and authority to own, operate and lease
its properties and to carry on its business as it is currently being conducted
and (b) is in good standing and is duly qualified to do business in each
jurisdiction where the character of its properties owned or held under lease
or the nature of its business makes such qualification necessary and where the
failure to so qualify would individually or in the aggregate have a material
adverse effect on the condition (financial or otherwise), affairs, business,
assets or prospects of Today's Bancorp and Today's Bank, taken as a whole.
The activities of Today's Bank are permitted for subsidiaries of bank holding
companies pursuant to the BHCA.

          4.2   Organization and Qualification of Today's Bank.  Today's Bank
is a Washington-chartered commercial bank, duly organized, validly existing
and in good standing under the laws of the State of Washington and engages
only in activities (and hold properties only of the types) permitted by
Washington law and the FDIC and the rules and regulations promulgated thereby
for insured depository institutions.  Today's Bank (a) has all requisite
corporate power and authority to own, operate and lease its properties and to
carry on its business as it is currently being conducted and (b) is in good
standing and is duly qualified to do business in each jurisdiction where the
character of its properties owned or held under lease or the nature of its
business makes such qualification necessary and where the failure to so
qualify would individually or in the aggregate have a material adverse effect
on the condition (financial or otherwise), affairs, business, assets or
prospects of Today's Bank.  The Today's Bank's deposit accounts are insured by
the FDIC to the fullest extent permitted under applicable law.

          4.3   Authorization, Execution and Delivery; Merger Agreement Not in
Breach.

               (a)  Today's Bancorp and Today's Bank have all requisite
corporate power and authority to execute and deliver this Merger Agreement and
the Plans of Merger and to consummate the transactions contemplated hereby and
thereby.  The execution and delivery of this Merger Agreement and the Plans of
Merger and the consummation of the proposed transaction have been duly
authorized by the Boards of Directors of Today's Bancorp and Today's Bank and,
except for the approval of the Today's Bancorp Shareholders, no other
corporate proceedings on the part of Today's Bancorp and Today's Bank are
necessary to authorize the execution and delivery of this Merger Agreement and
the Plans of Merger and the consummation of the transactions contemplated
hereby and thereby.  This Merger Agreement and all other agreements and
instruments herein contemplated to be executed and delivered by Today's
Bancorp and Today's Bank have been (or upon execution and delivery will have
been) duly executed and delivered by Today's Bancorp and Today's Bank and
(subject to any requisite shareholder approval and Government Approvals
hereof) constitute (or upon execution and delivery will constitute) legal,
valid and enforceable obligations of Today's Bancorp and Today's Bank,
subject, as to enforceability, to applicable bankruptcy, insolvency,
receivership, conservatorship, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and to the
application of equitable principles and judicial discretion.

               (b)  The execution and delivery of this Merger Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of
the terms hereof and thereof will not result in a violation or breach of any
of the terms or provisions of, or constitute a default under (or an event
which, with the passage of time or

                                      A-17

<PAGE>



the giving of notice, or both, would constitute a default under), or conflict
with, or permit the acceleration of, any obligation under (i) any mortgage,
lease, covenant, agreement, indenture or other instrument to which Today's
Bancorp or Today's Bank is a party or by which Today's Bancorp or Today's Bank
is bound, (ii) the Articles of Incorporation or Bylaws of Today's Bancorp and
Today's Bank, (iii) any judgment, decree, order, regulatory letter of
understanding or award of any court, governmental body, authority or
arbitrator or, (iv) (subject to the receipt of the Government Approvals) any
permit, concession, grant, franchise, license, law, statute, ordinance, rule
or regulation applicable to Today's Bancorp or Today's Bank or the properties
of any of them; or result in the creation of any lien, claim, security
interest, encumbrance, charge, restriction or right of any third party of any
kind whatsoever upon the properties or assets of Today's Bancorp or Today's
Bank.

          4.4   No Legal Bar.  Neither Today's Bancorp nor Today's Bank is a
party to, or subject to, or bound by, any agreement or judgment, order, letter
of understanding, writ, prohibition, injunction or decree of any court or
other governmental authority or body, or any law which would prevent the
execution of this Merger Agreement or the Plans of Merger by Today's Bancorp
or Today's Bank, the delivery thereof to Riverview and Riverview Community
Bank, or (upon receipt of Government Approvals) the consummation of the
transactions contemplated hereby and thereby, and no action or proceeding is
pending against Today's Bancorp or Today's Bank in which the validity of this
Merger Agreement, the transactions contemplated hereby or any action which has
been taken by any of the Parties in connection herewith or in connection with
the transactions contemplated hereby is at issue.

          4.5   Government and Other Approvals.  Except for the Government
Approvals described in Section 3.5 and the approvals and consents listed on
Schedule 4.5 hereto, no consent, approval, order or authorization of, or
registration, declaration or filing with, any federal, state or local
governmental authority is required to be made or obtained by Today's Bancorp
or Today's Bank in connection with the execution and delivery of this Merger
Agreement or the consummation of the transactions contemplated by this Merger
Agreement nor is any consent or approval required from any landlord, licensor
or other non-governmental party which has granted rights to Today's Bancorp or
Today's Bank in order to avoid forfeiture or impairment of such rights.
Neither Today's Bancorp nor Today's Bank is aware of any facts, circumstances
or reasons why such Government Approvals should not be forthcoming or which
would prevent or hinder such approvals from being obtained.

          4.6   Compliance With Law.  Today's Bancorp and Today's Bank hold
all material licenses, franchises, permits and authorizations necessary for
them to own or lease their respective properties and assets and for the lawful
conduct of their respective businesses, as they are presently conducted, and
except as disclosed in Schedule 4.6 hereto, Today's Bancorp and Today's Bank
have complied in all material respects with all applicable statutes, laws,
ordinances, rules and regulations of all federal, state and local governmental
bodies, agencies and subdivisions having, asserting or claiming jurisdiction
over Today's Bancorp and Today's Bank's properties or over any other part of
Today's Bancorp's and Today's Bank's assets, liabilities or operations.  The
benefits of all of such licenses, franchises, permits and authorizations are
in full force and effect and, to the best knowledge of Today's Bancorp and
Today's Bank, may continue to be enjoyed by Today's Bancorp and Today's Bank
subsequent to the Closing without any consent or approval.  Neither Today's
Bancorp nor Today's Bank has received notice of any proceeding for the
suspension or revocation of any such license, franchise, permit, or
authorization and no such proceeding is pending or has been threatened by any
governmental authority.

          4.7   Charter Documents.  Included in Schedule 4.7 hereto are true
and correct copies of the Articles of Incorporation and Bylaws of Today's
Bancorp and Today's Bank.  The Articles of Incorporation and Bylaws of Today's
Bancorp and Today's Bank, as amended to date, are in full force and effect.

          4.8   Financial Statements.

               (a)  Attached as  Schedule 4.8(a) hereto are true copies of the
consolidated balance sheets of Today's Bank as of December 31, 2001 and 2000,
and the related consolidated statements of income and changes in stockholders'
equity and cash flows of Today's Bank for the years ended December 31, 2001,
2000 and 1999 ("Today's Bank Financial Statements").  Such financial
statements (i) were prepared from the books and records of Today's Bank, which
are complete and accurate in all material respects and have been  maintained
in accordance with good business

                                      A-18

<PAGE>



practices; (ii) were prepared in accordance with GAAP; (iii) accurately
present Today's Bank's consolidated financial condition and the consolidated
results of its operations, changes in stockholders' equity and cash flows as
stated including any amendments thereto at the relevant dates thereof and for
the periods covered thereby; and (iv) do contain or reflect all necessary
adjustments and accruals for an accurate presentation of Today's Bank's
consolidated financial condition and the consolidated results of Today's
Bank's operations and cash flows for the periods covered by the Today's Bank
Financial Statements.

               (b)  Today's Bancorp has delivered to Riverview (or will
deliver, when available, with respect to periods ended after the date of this
Merger Agreement) true, correct and complete copies of (i) all Call Reports,
including any amendments thereto, filed with any Regulatory Authorities by
Today's Bank (ii) all reports, including any amendments thereto filed with any
Regulatory Authorities by Today's Bancorp, each for any quarter ending after
December 31, 2001 and (iii)  audited financial information in the form set
forth in Section 4.8(a) for Today's Bancorp at and for the year ended December
31, 2002.  Such reports (i) were (or will be) prepared from the books and
records of Today's Bancorp or Today's Bank, which are complete and accurate in
all material respects and have been maintained in accordance with good
business practices; (ii) were (or will be) prepared in accordance with
regulatory or generally accounting principles, as applicable, consistently
applied; (iii) accurately present (or, when prepared, will present) Today's
Bancorp's consolidated financial condition and the consolidated results of its
operations and changes in stockholders' equity at the relevant dates thereof
and for the periods covered thereby; and  (iv) do contain or reflect (or, when
prepared, will contain and reflect) all necessary adjustments and accruals for
an accurate presentation of Today's Bancorp's consolidated financial condition
and the consolidated results of Today's Bancorp's operations for the periods
covered thereby.

          4.9   Absence of Certain Changes.  Except as disclosed in Schedule
4.9 or as provided for or contemplated in this Merger Agreement, since
December 31, 2001 (the "Balance Sheet Date") there has not been:

               (a)  any material transaction by Today's Bancorp or Today's
Bank not in the ordinary course of business and in conformity with past
practice;

               (b)  any material adverse change in the business, property,
assets (including loan portfolios), liabilities (whether absolute, accrued,
contingent or otherwise), prospects, operations, liquidity, income, condition
(financial or otherwise) or net worth of Today's Bancorp or Today's Bank;

               (c)  any damage, destruction or loss, whether or not covered by
insurance, which has had or may have a material adverse effect on any of the
properties, business or prospects of Today's Bancorp and Today's Bank or their
future use and operation by Today's Bancorp and Today's Bank;

               (d)  any acquisition or disposition by Today's Bancorp or
Today's Bank of any property or asset of Today's Bancorp or Today's Bank,
whether real or personal, having a fair market value, singularly or in the
aggregate, in an amount greater than Ten Thousand Dollars ($10,000), except in
the ordinary course of business and in conformity with past practice;

               (e)  any mortgage, pledge or subjection to lien, charge or
encumbrance of any kind on any of the respective properties or assets of
Today's Bancorp or Today's Bank, except to secure extensions of credit in the
ordinary course of business and in conformity with past practice;

               (f)  any amendment, modification or termination of any contract
or agreement, relating to Today's Bancorp or Today's Bank, to which Today's
Bancorp or Today's Bank is a party which would have a material adverse effect
upon the financial condition or operations of Today's Bancorp and Today's
Bank;

               (g)  any increase in, or commitment to increase, the
compensation payable or to become payable to any Officer, director, employee
or agent of Today's Bancorp or Today's Bank, or any bonus payment or similar
arrangement made to or with any of such Officers, directors, employees or
agents, other than routine increases

                                      A-19

<PAGE>



made in the ordinary course of business not exceeding the greater of five
percent (5%) per annum or Three Thousand Dollars ($3,000) for any of them
individually;

               (h)  any incurring of, assumption of, or taking of, by Today's
Bancorp or Today's Bank, any property subject to, any liability, except for
liabilities incurred or assumed or property taken subsequent to the Balance
Sheet Date in the ordinary course of business and in conformity with past
practice;

               (i)  any material alteration in the manner of keeping the
books, accounts or records of Today's Bank, or in the accounting policies or
practices therein reflected;

               (j)  any release or discharge of any material obligation or
liability of any person or entity related to or arising out of any loan made
by Today's Bank of any nature whatsoever, except in the ordinary course of
business and in conformity with past practice; or

               (k)  any loan by Today's Bank to any Officer or director of
Today's Bank or any Affiliate of Today's Bank or Major Shareholder; or to any
member of the immediate family of such Officer, director or Major Shareholder
of Today's Bank or any Affiliate of Today's Bank; or to any Person in which
such Officer, director or Major Shareholder directly or indirectly owns
beneficially or of record ten percent (10%) or more of any class of equity
securities in the case of a corporation, or of any equity interest, in the
case of a partnership or other non-corporate entity; or to any trust or estate
in which such Officer, director or Major Shareholder has a ten percent (10%)
or more beneficial interest; or as to which such Officer, director or Major
Shareholder serves as a trustee or in a similar capacity.  As used herein,
"Officer" shall refer to a person who holds the title of chairman, president,
executive vice president, senior vice president, controller, chief financial
officer, secretary, cashier or chief financial officer.

          4.10   Deposits.  Except as set forth in Schedule 4.10, (i) none of
Today's Bank Deposits is a "brokered" Deposit or subject to any encumbrance,
legal restraint or other legal process; and (ii) no portion of the Deposits
represents a Deposit in excess of Fifty Thousand Dollars ($50,000) by any,
officer, director,  Affiliate or Major Shareholder of Today's Bancorp or
Today's Bank.

          4.11   Properties.  Except as described in Schedule 4.11 hereto or
adequately reserved against in the Today's Bank Financial Statements, Today's
Bancorp and Today's Bank have good and marketable title free and clear of all
material liens, encumbrances, charges, defaults, or equities of whatever
character to all of its properties and assets, tangible or intangible, other
than as reflected in the Today's Bank Financial Statements.  All buildings,
and all fixtures, equipment, and other property and assets that are material
to the business of Today's Bancorp and Today's Bank, taken as a whole, held
under leases or subleases by Today's Bancorp or Today's Bank, are held under
valid instruments enforceable in accordance with their respective terms
(except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or other laws affecting the enforcement of
creditors' rights generally, and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceedings may be pending).

          4.12   Today's Bancorp Subsidiaries.  There is not, nor has there
been since Today Bank's organization, any  direct or indirect subsidiary of
Today's Bank, or any direct or indirect subsidiary of Today's Bancorp other
than Today's Bank.  Except as set forth on Schedule 4.12, neither Today's Bank
nor any Today's Bancorp subsidiary holds any interest in a partnership or
joint venture of any kind.

          4.13   Condition of Fixed Assets and Equipment.  Except as disclosed
in Schedule 4.13 hereto, all of Today's Bancorp's and Today's Bank's
buildings, structures and equipment in regular use are in good and serviceable
condition, normal wear and tear excepted.  To the best knowledge of Today's
Bancorp and Today's Bank, none of the buildings, structures and equipment of
Today's Bancorp or Today's Bank violates or fails to comply in any material
respect with any applicable health, fire, environmental, safety, zoning or
building laws or ordinances or any restrictive covenant pertaining thereto.

                                      A-20

<PAGE>



          4.14   Tax Matters.  Except as described in Schedule 4.14 hereto:

               (a)  All federal, state, local, and foreign tax returns and
information returns required to be filed by or on behalf of Today's Bancorp
and Today's Bank have been timely filed or requests for extensions have been
timely filed, granted, and have not expired for periods ended on or before the
date of this Merger Agreement, and all returns filed are, and the information
contained therein is, complete and accurate in all material respects.  All tax
obligations reflected in such returns have been paid or adequately provided
for.  As of the date of this Merger Agreement, there is no audit examination,
deficiency, or refund litigation or matter in controversy with respect to any
taxes that might result in a determination materially adverse to Today's
Bancorp or Today's Bank except as fully reserved for in the Today's Bank
Financial Statements.  All taxes, interest, additions, and penalties due with
respect to completed and settled examinations or concluded tax litigation have
been paid.

               (b)  Neither Today's Bancorp nor Today's Bank has executed an
extension or waiver of any statute of limitations on the assessment or
collection of any tax due that is currently in effect.

               (c)  Adequate provision for any federal, state, local, or
foreign taxes due or to become due for Today's Bancorp and Today's Bank for
all periods through and including December 31, 2001, has been made and is
reflected on the December 31, 2001 consolidated financial statements included
in the Today's Bank Financial Statements and has been and will continue to be
made with respect to periods ending after December 31, 2001 and subsequent
periods.

               (d)  Deferred taxes of Today's Bancorp and Today's Bank have
been and will be provided for in accordance with GAAP.

               (e)  To the best knowledge of Today's Bancorp and Today's Bank,
neither the Internal Revenue Service nor any foreign, state, local or other
taxing authority is now asserting or threatening to assert against Today's
Bancorp or Today's Bank any deficiency or claim for additional taxes, or
interest thereon or penalties in connection therewith.  All income, payroll,
withholding, property, excise, sales, use, franchise and transfer taxes, and
all other taxes, charges, fees, levies or other assessments, imposed upon
Today's Bancorp or Today's Bank by the United States or by any state,
municipality, subdivision or instrumentality of the United States or by any
other taxing authority, including all interest, penalties or additions
attributable thereto, which are due and payable by Today's Bancorp or Today's
Bank, either have been paid in full, or have been properly accrued and
reflected in the Today's Bank Financial Statements.

          4.15   Litigation.  Except as set forth in Schedule 4.15 hereto,
there is no action, suit or proceeding pending, or to the best knowledge of
Today's Bancorp and Today's Bank, threatened against Today's Bancorp or
Today's Bank before any court or arbitrator or any governmental body, agency
or official, including, but not limited to, any action suit or proceeding that
(i) has been brought by or on behalf of any person employed or formerly
employed by Today's Bancorp or Today's Bank or (ii) purports or seeks to
enjoin or restrain the transactions contemplated by this Merger Agreement.
Except as set forth on Schedule 4.15 there are no actions, suits, or
proceedings pending or, to the best knowledge of Today's Bancorp and Today's
Bank, threatened against any Officers or directors of Today's Bancorp or
Today's Bank by any government body or agency or by any stockholder of Today's
Bancorp (or by any former stockholder of Today's Bancorp or Today's Bank)
relating to or arising out of such officer's or director's status with Today's
Bancorp or Today's Bank.

          4.16   Hazardous Materials.

               (a)  To the best knowledge of Today's Bancorp and Today's Bank,
Today's Bancorp and Today's Bank have obtained all permits, licenses and other
authorizations which are required to be obtained by them with respect to the
Property (as defined herein) under all Applicable Environmental Laws (as
defined herein).  All Property controlled, directly or indirectly, by Today's
Bancorp or Today's Bank  is in compliance with the material terms and
conditions of all of such permits, licenses and authorizations, and, to the
best of knowledge of Today's Bancorp and Today's Bank, is also in compliance
with all other limitations, restrictions, conditions, standards, prohibitions,

                                      A-21

<PAGE>



requirements, obligations, schedules and timetables contained in any
Applicable Environmental Laws or in any regulation, code, plan, order, decree,
judgment, injunction, notice or demand letter issued, entered, promulgated or
approved thereunder, except as described in detail in Schedule 4.16 hereto.
For purposes hereof, the following terms shall have the following meanings:

                    "Applicable Environmental Laws" shall mean all federal,
state, local and municipal environmental laws, rules or regulations to the
extent applicable to the Property, including, but not limited to, (a) the
Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. Section 9601 et seq. ("CERCLA"); (b) the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901 et seq. ("RCRA"); (c) the Federal Water
Pollution Control Act, 33 U.S.C. Section 1251 et seq.; (d) the Clean Air Act,
42 U.S.C. Section 7401 et seq.; (e) the Hazardous Materials Transportation
Act, 49 U.S.C. Section 1471 et seq.; (f) the Toxic Substances Control Act, 15
U.S.C. Section 2601 et seq.; (g) the Emergency Planning and Community
Right-to-Know Act, 42 U.S.C. Section 11001 et seq.; (h) the National
Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; (i) the Rivers and
Harbours Act of 1899, 33 U.S.C. Section 401 et seq.; (j) the Occupational
Safety and Health Act, 29 U.S.C. Section 651 et seq.; (k) the Safe Drinking
Water Act, 42 U.S.C. Section 300(f) et seq.; (l) the Oil Pollution Act of
1990, 33 U.S.C. Section 2701 et seq.; and (m) any rule, regulation, order,
injunction, judgment, declaration or decree implementing or interpreting any
of the foregoing Acts, as amended.

                    "Hazardous Substances" shall mean any substance, material,
waste, or pollutant that is now (or prior to the Closing) listed, defined,
characterized or regulated as hazardous, toxic or dangerous under or pursuant
to any statute, law, ordinance, rule or regulation of any federal, state,
regional, county or local governmental authority having jurisdiction over the
Property of Today's Bancorp or Today's Bank or its use or operation,
including, without limitation, (a) any substance, material, element, compound,
mixture, solution, waste, chemical or pollutant listed, defined, characterized
or regulated as hazardous, toxic or dangerous under any Applicable
Environmental Laws, (b) petroleum, petroleum derivatives or by-products, and
other hydrocarbons, (c) polychlorinated biphenyls (PCBs), asbestos and urea
formaldehyde, and (d) radioactive substances, materials or waste.

                    "Loan Property" means any property in which Today's
Bancorp or Today's Bank holds a security interest.

                    "Property" means any real property owned, controlled,
leased or held by Today's Bancorp or Today's Bank, in whole or in part, solely
or in a joint venture or other business arrangement, either for operational or
investment purposes, and whether assigned, purchased, or obtained through
foreclosure (or similar action) or in satisfaction of debts previously
contracted.

               (b)  In addition, except as set forth in Schedule 4.16(b)
hereto:

                         (i)  No notice, notification, demand, request for
     information, citation, summons or order has been received by Today's
     Bancorp or Today's Bank, no complaint has been filed and served on
     Today's Bank, no penalty has been assessed and to the best knowledge of
     Today's Bancorp and Today's Bank no investigation or review is pending by
     any governmental or other entity with respect to any alleged failure
     by Today's Bancorp or Today's Bank to have any permit, license or
     authorization required in connection with the conduct of the business of
     Today's Bancorp or Today's Bank or with respect to any generation,
     treatment, storage, recycling, transportation, release or disposal, or
     any release as defined in 42 U.S.C. Section 9601(22) ("Release"), of any
     Hazardous Substances at any Property or any Loan Property;

                         (ii) To the best knowledge of Today's Bancorp and
     Today's Bank, no Property or Loan Property has received or held any
     Hazardous Substances in such amount and in such manner as to constitute a
     violation of the Applicable Environmental Laws, and no Hazardous
     Substances have been Released or disposed of on, in or under any of the
     Property during or prior to Today's Bancorp's or Today's Bank's occupancy
     thereof, or during or prior to the occupancy thereof by any assignee or
     sublessee of Today's Bancorp or Today's Bank, except in compliance with
     all Applicable Environmental Laws;

                                      A-22

<PAGE>



                         (iii)   To the best knowledge of Today's Bancorp
     and Today's Bank, there are no Hazardous Substances being stored at any
     Property or Loan Property or located in, on or upon, any Property or Loan
     Property (including the subsurface thereof) or installed or affixed to
     structures or equipment on any Property or Loan Property; and, to the
     best knowledge of Today's Bancorp and Today's Bank, there are no
     underground storage tanks for Hazardous Substances, active or abandoned,
     at any Property; and

                         (iv) To the best knowledge of Today's Bancorp and
     Today's Bank, no Hazardous Substances have been Released in a reportable
     quantity, where such a quantity has been established by statute,
     ordinance, rule, regulation or order, at, on or under any Property.

               (c)  Neither Today's Bancorp nor , Today's Bank  has knowingly
transported or arranged for the transportation of any Hazardous Substances to
any location which is listed on the National Priorities List under CERCLA,
listed for possible inclusion on the National Priorities List by the
Environmental Protection Agency in the CERCLA Information System ("CERCLIS")
or on any similar state list or which is the subject of federal, state or
local enforcement actions or other investigations which may lead to claims
against the owner of the Property for cleanup costs, remedial work, damages to
natural resources or for personal injury claims, including, but not limited
to, claims under CERCLA.

               (d)  No Hazardous Substances have been knowingly generated,
recycled, treated, stored, disposed of or Released by, Today's Bancorp or
Today's Bank in violation of Applicable Environmental Laws.

               (e)  No oral or written notification of a Release of Hazardous
Substances has been given or filed by or on behalf of Today's Bancorp, Today's
Bank relating to any Property and no Property is listed or proposed for
listing on the National Priority List promulgated pursuant to CERCLA, on
CERCLIS or on any similar state list of sites requiring investigation or
clean-up.

               (f)  To the best knowledge of Today's Bancorp and Today's Bank,
there are no liens arising under or pursuant to any Applicable Environmental
Laws on any Property, and no government actions have been taken or, to the
best knowledge of Today's Bancorp and Today's Bank, threatened, or are in
process which could subject any Property to such liens and none of the
Property would be required to place any notice or restriction relating to the
presence of Hazardous Substances at any Property in any deed to such Property.

               (g)  There have been no environmental investigations, studies,
audits, tests, reviews or other analyses conducted by or which are in the
possession of Today's Bancorp or Today's Bank in relation to any Property,
which have not been made available to Riverview.

               (h)  Neither Today's Bancorp nor Today's Bank is aware of any
facts which might suggest that Today's Bancorp or Today's Bank  has engaged in
any management practice with respect to any of its past or existing borrowers
which could reasonably be expected to subject Today's Bancorp or Today's Bank
or any Property or Loan Property to any liability under any Applicable
Environmental Laws.

          4.17   Insurance.  Today's Bancorp, Today's Bank and all of Today's
Bancorp's and Today's Bank's material assets, businesses, real property and
other material properties are insured against fire, casualty, theft,
liability, loss, interruption, title and such other events against which it is
customary in the banking industry to insure, all such insurance policies being
in amounts that are believed by Today's Bancorp and Today's Bank to be
adequate and consistent with past practice and experience.  Set forth on
Schedule 4.17 is a list of all insurance policies (excluding policies
maintained on one- to four-family residential properties acquired through
foreclosure) maintained by or for the benefit of Today's Bancorp or Today's
Bank or their respective directors, Officers, employees or agents.  All such
insurance policies are in full force and effect.  Each of Today's Bancorp and
Today's Bank has taken or will take all requisite action (including without
limitation the making of claims and the giving of notices) pursuant to its
directors' and Officers' liability insurance policy or policies in order to
preserve all rights thereunder with respect to all matters (other than matters
arising in connection with this Merger Agreement and the transactions
contemplated hereby) occurring prior to the Effective Time that are known to
Today's Bancorp or Today's Bank.  Neither Today's Bancorp

                                      A-23

<PAGE>



nor Today's Bank has had an insurance policy canceled or been denied insurance
coverage for which any of such companies has applied.  The fidelity bonds in
effect as to which Today's Bank is a named insured are believed by Today's
Bancorp and Today's Bank to be sufficient.

          4.18   Labor and Employment Matters.  Except as reflected in
Schedule 4.18 hereto, there is no (i) collective bargaining agreement or other
labor agreement to which Today's Bancorp or Today's Bank is a party or by
which any of them is bound; (ii) employment, profit sharing, deferred
compensation, bonus, stock option, purchase, retainer, consulting, retirement,
welfare or incentive plan or contract to which Today's Bancorp or Today's Bank
is a party or by which it is bound; or (iii) plan or agreement under which
"fringe benefits" (including, but not limited to, vacation plans or programs,
sick leave plans or programs and related benefits) are afforded any of the
employees of Today's Bancorp or Today's Bank.  Neither Today's Bancorp nor
Today's Bank has received any notice that any party to any such agreement,
plan or contract is in default with respect to any material term or condition
thereof, nor has any event occurred which, through the passage of time or the
giving of notice, or both, would constitute a default thereunder or would
cause the acceleration of any obligation of any party thereto.  Neither
Today's Bancorp nor Today's Bank  has received notice from any governmental
agency of any alleged violation of applicable laws that remains unresolved
respecting employment and employment practices, terms and conditions of
employment and wages and hours.  Today's Bancorp and Today's Bank have
complied in all material respects with all applicable laws, rules and
regulations relating to the employment of labor, including those related to
its employment practices, employee disabilities, wages, hours, collective
bargaining and the payment and withholding of taxes and other sums as required
by the appropriate governmental authorities, and Today's Bancorp and Today's
Bank have withheld and paid to the appropriate governmental authorities or are
holding for payment not yet due to such authorities, all amounts required to
be withheld from the employees of Today's Bancorp and Today's Bank and are not
liable for any arrears of wages, taxes, penalties or other sums for failure to
comply with any of the foregoing.  Except as set forth in Schedule 4.18, there
is no: unfair labor practice complaint against Today's Bancorp or Today's Bank
pending before the National Labor Relations Board or any state or local
agency; pending labor strike or, to the best of knowledge of Today's Bancorp
and Today's Bank, other labor trouble affecting Today's Bancorp or Today's
Bank; labor grievance pending against Today's Bancorp or Today's Bank; to the
best knowledge of Today's Bancorp and Today's Bank, pending representation
question respecting the employees of Today's Bancorp or Today's Bank; pending
arbitration proceedings arising out of or under any collective bargaining
agreement to which Today's Bancorp or Today's Bank is a party, or to the best
knowledge of Today's Bancorp and Today's Bank, any basis for which a claim may
be made under any collective bargaining agreement to which Today's Bancorp or
Today's Bank is a party.

          4.19   Records and Documents.  The Records of Today's Bancorp and
Today's Bank are and will be sufficient to enable Riverview and Riverview
Community Bank to continue to conduct the business of Today's Bancorp and
Today's Bank under similar standards as Today's Bancorp and Today's Bank has
heretofore conducted such business.

          4.20   Capitalization of Today's Bancorp.  The authorized capital
stock of Today's Bancorp consists of 10,000,000 shares of Today's Bancorp
Common Stock and 1,000,000 shares of preferred stock having no par value per
share.  As of the date of this Merger Agreement, 1,147,579 shares of the
Today's Bancorp Common Stock were issued and outstanding, no shares of the
Today's Bancorp Common Stock were held by Today's Bancorp as treasury stock
and no shares of the preferred stock were issued and outstanding.  All of the
outstanding Today's Bancorp Common Stock is validly issued, fully-paid and
nonassessable and has not been issued in violation of any preemptive rights of
any Today's Bancorp Shareholder.   Except as described on Schedule 4.20
hereto, as of the date hereof, there are no outstanding securities or other
obligations which are convertible into Today's Bancorp Common Stock or into
any other equity or debt security of Today's Bancorp, and there are no
outstanding options, warrants, rights, scrip, rights to subscribe to, calls or
other commitments of any nature which would entitle the holder, upon exercise
thereof, to be issued Today's Bancorp Common Stock or any other equity or debt
security of Today's Bancorp.  Accordingly, immediately prior to the Effective
Time, there will be not more than 1,147,579 shares of Today's Bancorp Common
Stock issued and outstanding excluding any shares that may be issued and
outstanding as result of the exercise of the 72,000 outstanding Today's
Bancorp Options or the 497,179 outstanding Today's Bancorp Warrants.

                                      A-24

<PAGE>



          4.21   Capitalization of Today's Bank.  The authorized capital stock
of Today's Bank consists of 4,000,000 shares of common stock having no par
value (the "Bank Common Stock").  As of the date of this Merger Agreement,
1,131,600 shares of Bank Common Stock were issued and outstanding, no shares
of Bank Common Stock were held by Today's Bank as treasury stock and no shares
of preferred stock were authorized or issued and outstanding.  All of the
outstanding Bank Common Stock is held beneficially and of record by Today's
Bancorp, free and clear of any lien, claim, security interest, encumbrance,
charge, restriction or right of any third party of any kind whatsoever.  All
of the outstanding Bank Common Stock is validly issued, fully-paid and
nonassessable and has not been issued in violation of any preemptive rights of
any shareholder of Today's Bank. There are no outstanding securities or other
obligations which are convertible into Bank Common Stock or into any other
equity or debt security of Today's Bank, and there are no outstanding options,
warrants, rights, scrip, rights to subscribe to, calls or other commitments of
any nature which would entitle the holder, upon exercise thereof, to be issued
Bank Common Stock or any other equity or debt security of Today's Bank.

          4.22   Sole Agreement.  With the exception of this Merger Agreement,
neither Today's Bancorp, nor Today's Bank  has been a party to: any letter of
intent or agreement to merge, to consolidate, to sell or purchase assets
(other than in the normal course of its business) or to any other agreement
which contemplates the involvement of Today's Bancorp or Today's Bank of
either (or any of their assets) in any business combination of any kind; or
any agreement obligating Today's Bancorp or Today's Bank to issue or sell or
authorize the sale or transfer of Bank Common Stock.  Except as described in
Schedule 4.22 hereto, there are no (nor will there be at the Effective Time
any) shares of capital stock or other equity securities of Today's Bank
outstanding, except for shares of the Bank Common Stock presently issued and
outstanding, and there are no (nor will there be at the Effective Time any)
contracts, commitments, understandings, or arrangements by which Today's
Bancorp or Today's Bank is or may be bound to issue additional shares of their
capital stock or options, warrants, or rights to purchase or acquire any
additional shares of their capital stock.  There are no (nor will there be at
the Effective Time any) contracts, commitments, understandings, or
arrangements by which Today's Bancorp is or may be bound to transfer or issue
to any third party any shares of the capital stock of Today's Bank, and there
are no (nor will there be at the Effective Time any) contracts, agreements,
understandings or commitments relating to the right of Today's Bancorp to vote
or to dispose of any such shares.

          4.23   Disclosure.  The information concerning, and representations
and warranties made by, Today's Bancorp and Today's Bank set forth in this
Merger Agreement, or in the Schedules of Today's Bancorp and Today's Bank
hereto, or in any document, statement, certificate or other writing furnished
or to be furnished by Today's Bancorp and Today's Bank to Riverview pursuant
hereto, does not and will not contain any untrue statement of a material fact
or omit to state a material fact required to be stated herein or therein which
is necessary to make the statements and facts contained herein or therein, in
light of the circumstances in which they were or are made, not false or
misleading.  Copies of all documents heretofore or hereafter delivered or made
available to Riverview by Today's Bancorp and Today's Bank pursuant hereto
were or will be complete and accurate copies of such documents.

          4.24   Absence of Undisclosed Liabilities.  Except as described in
Schedule 4.24 hereto, neither Today's Bancorp nor Today's Bank has any
obligation or liability (contingent or otherwise) that is material to the
financial condition or operations of Today's Bancorp or Today's Bank, or that,
when combined with all similar obligations or liabilities, would be material
to the financial condition or operations of Today's Bancorp or Today's Bank
(i) except as disclosed in the Today's Bank Financial Statements delivered to
Riverview prior to the date of this Merger Agreement or (ii) except
obligations or liabilities incurred in the ordinary course of its business
consistent with past practices or (iii) except as contemplated under this
Merger Agreement.  Since December 31, 2001, neither Today's Bancorp nor
Today's Bank has incurred or paid any obligation or liability which would be
material to the financial condition or operations of Today's Bancorp or
Today's Bank, except for obligations paid by Today's Bank under the terms of
this Merger Agreement (all such obligations or payments are fully described by
Today's Bank in Schedule 4.24 hereto) or in connection with transactions made
by it in the ordinary course of its business consistent with past practices,
laws and regulations applicable to Today's Bancorp or Today's Bank.

          4.25   Allowance for Loan Losses.  Except as disclosed in Schedule
4.25, the allowance for loan losses shown on the Today's Bank Financial
Statements is (with respect to periods ended on or before December 31, 2001)
or will be (with respect to periods ending subsequent to December 31, 2001)
adequate in the opinion of management of Today's

                                      A-25

<PAGE>



Bancorp and the Bank  in all respects to provide for anticipated losses
inherent in loans outstanding or for commitments to extend credit or similar
off-balance sheet items (including accrued interest receivable) as of the
dates thereof and is in compliance with the requirements of GAAP.  Except as
disclosed in Schedule 4.25 hereto, as of the date thereof, the Bank does not
have any loan which has been criticized or classified by bank examiners
representing any Regulatory Authority as "Special Mention," "Substandard,"
"Doubtful" or "Loss" or as a "Potential Problem Loan."

     The allowance for possible losses on other real estate owned ("OREO")
shown on the Today's Bank Financial Statements is (with respect to periods
ended on or before December 31, 2001) or will be (with respect to periods
ending subsequent to December 31, 2001) in the opinion of management of
Today's Bancorp and Today's Bank adequate in all respects to provide for
anticipated losses inherent in OREO or held by Today's Bancorp or Today's Bank
and the net book value of OREO on the Balance Sheet of the Today's Bank
Financial Statements is the fair value of the OREO in accordance with
Statement of Position 92-3.

          4.26   Compliance with Laws.  Except as disclosed in Schedule 4.26,
hereto, each of Today's Bancorp and Today's Bank:

               (a)  Is in compliance with all laws, rules, regulations,
reporting and licensing requirements, and orders applicable to its business or
employees conducting its business (including, but not limited to, those
relating to consumer disclosure and currency transaction reporting) the breach
or violation of which would or could reasonably be expected to have a material
adverse effect on the financial condition or operations of Today's Bancorp or
Today's Bank, or which would or could reasonably be expected to subject
Today's Bancorp or Today's Bank or any of its directors or Officers to civil
money penalties;

               (b)  Has received no notification or communication from any
agency or department of federal, state, or local government or any of the
Regulatory Authorities, or the staff thereof (i) asserting that Today's
Bancorp or Today's Bank is or may not be in compliance with any of the
statutes, rules, regulations, or ordinances which such governmental authority
or Regulatory Authority enforces, which, as a result of such noncompliance,
would result in a material adverse impact on Today's Bancorp or Today's Bank,
(ii) threatening to revoke any license, franchise, permit, or governmental
authorization which is material to the financial condition or operations of
Today's Bancorp or Today's Bank, or (iii) requiring Today's Bancorp or Today's
Bank to enter into a cease and desist order, consent, agreement, or memorandum
of understanding; and

               (c)  Is in material compliance with the applicable provisions
of the Community Reinvestment Act ("CRA") and the regulations promulgated
thereunder, and Today's Bank currently has a CRA rating of satisfactory or
better.  To the best knowledge of Today's Bancorp and Today's Bank, there is
no fact or circumstance or set of facts or circumstances which would cause
Today's Bank to fail to comply with such provisions or cause the CRA rating of
Today's Bank to fall below satisfactory.

          4.27   Absence of Regulatory Actions.  Except as disclosed in
Schedule 4.27, neither Today's Bancorp nor Today's Bank is a party to any
cease and desist order, written agreement or memorandum of understanding with,
or a party to any commitment letter or similar undertaking to, or is subject
to any order or directive by, or is a recipient of any extraordinary
supervisory letter from, or has adopted any board resolutions at the request
of, federal or state governmental authorities charged with the supervision or
regulation of depository institutions or depository institution holding
companies or engaged in the insurance of bank and/or savings and loan deposits
nor has it been advised by any such governmental authority that it is
contemplating issuing or requesting (or is considering the appropriateness of
issuing or requesting) any such order, directive, written agreement,
memorandum of understanding, extraordinary supervisory letter, commitment
letter, board resolutions or similar undertaking.

          4.28   Employee Benefit Plans.

               (a)  Today's Bancorp and Today's Bank have previously provided
to Riverview and Riverview Community Bank true and complete copies of each
"employee pension benefit plan," as defined in Section 3(2) of ERISA that is
subject to any provision of ERISA and covers any employee, whether active or
retired,

                                      A-26

<PAGE>



of Today's Bancorp or Today's Bank in the manner defined and further described
in Section 414(b), (c), (m) or (o) of the Internal Revenue Code.  Such plans
are hereinafter referred to collectively as the "Employee Pension Benefit
Plans," and each such Employee Pension Benefit Plan is listed in Schedule
4.28(a) hereto.  Today's Bancorp and Today's Bank have also provided to
Riverview and Riverview Community Bank true and complete copies of all trust
agreements, collective bargaining agreements, and insurance contracts related
to such Employee Pension Benefit Plans.

                    To the best knowledge of Today's Bancorp and Today's Bank,
each Employee Pension Benefit Plan which is intended to be qualified under
Section 401(a) of the Internal Revenue Code is so qualified and each trust
forming a part thereof is exempt from tax pursuant to Section 501(a) of the
Internal Revenue Code.  Copies of the latest determination letters concerning
the qualified status of each Employee Pension Benefit Plan which is intended
to be qualified under Section 401(a) of the Internal Revenue Code have been
provided to Riverview and Riverview Community Bank.  Requests for
determination letters relating to any subsequent amendments to such plans
which are currently pending have been provided to Riverview and Riverview
Community Bank.  All such requests were timely and properly filed and
appropriate notice of any such filing was timely and properly provided to
affected plan participants and beneficiaries.

                    Each of the Employee Pension Benefit Plans has been
operated in conformity with the written provisions of the applicable plan
documents which have been delivered to Riverview and Riverview Community Bank
and in compliance with the requirements prescribed by all statutes, orders,
rules, and regulations (or other guidance of general applicability) including,
but not limited to, ERISA and the Internal Revenue Code, which are applicable
to such Employee Pension Benefit Plans.  To the extent that the operation of
an Employee Pension Benefit Plan has deviated from the written provisions of
the plan, such operational deviations have been disclosed in Schedule 4.28(a)
hereto.  All such deviations have been made in conformity with applicable
laws, including ERISA and the Internal Revenue Code.

                    With respect to Employee Pension Benefit Plans which are
subject to the annual report requirement of ERISA Section 103 or to the annual
return requirement of Internal Revenue Code Section 6047, all required annual
reports and annual returns, or such other documents as may have been required
as alternative means of compliance with the annual report requirement, have
been timely and correctly filed.  Copies of all such annual returns/reports,
including all attachments and Schedules, for the three (3) plan years
immediately preceding the current date have been delivered to Riverview and
Riverview Community Bank.  With respect to Employee Pension Benefit Plans
which complied with the annual return requirement by satisfaction of an
alternate compliance method, any documents required to be filed with the
Department of Labor in satisfaction of such requirements have been provided to
Riverview and Riverview Community Bank.  Today's Bancorp and Today's Bank have
provided to Riverview and Riverview Community Bank copies of the annual
actuarial valuation or allocation report for each Employee Pension Benefit
Plan for the three (3) plan years for such plan immediately preceding the
current date.  With regard to Employee Pension Benefit Plans which are not
intended to be qualified under Section 401(a) of the Internal Revenue Code,
copies of financial statements or reports containing information regarding the
expense of maintaining any such Employee Pension Benefit Plan for three (3)
plan years preceding the current date have been delivered to Riverview and
Riverview Community Bank.

                    With respect to all Employee Pension Benefit Plans which
are subject to the summary plan description requirement of ERISA Section 102,
all such summary plan descriptions as were or will be required to be filed
with the U.S. Department of Labor and distributed to participants and
beneficiaries have been filed and timely distributed.  Copies of all such
summary plan descriptions have been delivered to Riverview and Riverview
Community Bank.  No Employee Pension Benefit Plan constitutes a
"multi-employer plan" as defined in Section 4001(a)(3) of ERISA.

                    No Employee Pension Benefit Plan subject to Part III of
Subtitle B of ERISA or Section 412 of the Internal Revenue Code, or both, has
incurred an "accumulated funding deficiency" within the meaning of Internal
Revenue Code Section 412, whether or not waived.  All required contributions
to all Employee Pension Benefit Plans have been timely made (and/or proper
accruals have been established).  Any penalties or taxes which have been
incurred by Today's Bancorp or Today's Bank or by any Employee Pension Benefit
Plan with respect to the timing or amount of payment of any contribution to an
Employee Pension Benefit Plan have been timely paid.  The limitations of
Internal

                                      A-27

<PAGE>



Revenue Code Section 415 have not been exceeded with respect to any Employee
Pension Benefit Plan or combination of such plans to which such limitations
apply.

               Except as disclosed in Schedule 4.28(a) hereto, no "reportable
event" (as described in Section 4043(b) of ERISA) has occurred with respect to
any Employee Pension Benefit Plan.  No Employee Pension Benefit Plan or any
trust created thereunder, or any "disqualified person" (as defined in Section
4975 of the Internal Revenue Code) or "party in interest" with respect to the
plan (as defined in Section 3(14) of ERISA), has engaged in a "prohibited
transaction," as such term is defined in Section 4975 of the Internal Revenue
Code or Section 406 or ERISA, which could subject such Employee Pension
Benefit Plan, any such trust or any such disqualified person or party in
interest (other than a person for whom neither Today's Bancorp nor Today's
Bank is directly or indirectly responsible) to liability under Title I of
ERISA or to the imposition of any tax under Section 4975 of the Internal
Revenue Code or tax or sanction under Section 502(1) of ERISA.  Nor has there
been a breach of fiduciary liability by a party in interest under Section 404
of ERISA that would give rise to a sanction, tax or penalty under ERISA.

               No Employee Pension Benefit Plan is subject to Title IV of
ERISA.  Any Employee Pension Benefit Plan which is a "defined benefit plan"
(within the meaning of Section 414(i) of the Internal Revenue Code) previously
maintained or sponsored by Today's Bancorp or Today's Bank has been terminated
and neither Today's Bancorp nor Today's Bank has any liability with respect to
any previously  terminated defined benefit plan.  Neither Today's Bancorp nor
Today's Bank participates (or has ever participated) in or has incurred any
liability under Section 4201 of ERISA for a complete or partial withdrawal
from a multi-employer plan (as such term is defined in ERISA).

               No tax has been, will be, or is reasonably anticipated to be
imposed under Internal Revenue Code Section 4978 or 4979A due to the operation
of an Employee Pension Benefit Plan sponsored by Today's Bancorp or Today's
Bank which is an employee stock ownership plan ("ESOP").

               Except as disclosed in Schedule 4.28(a) hereto, all Employee
Pension Benefit Plans were in effect for substantially all of calendar year
2001.  There has been no material amendment of any such plans (other than
amendments required to comply with applicable law) or material increase in the
cost of maintaining such plans or providing benefits thereunder on or after
the last day of the plan year which ended in calendar year 2001 for each such
Employee Pension Benefit Plan.

               (b)  Today's Bancorp and Today's Bank have furnished to
Riverview and Riverview Community Bank true and complete copies of each
"Employee Welfare Benefit Plan" as defined in Section 3(1) of ERISA, which, to
the best knowledge of Today's Bancorp and Today's Bank, is subject to any
provision of ERISA and covers any employee, whether active or retired, of
Today's Bancorp or Today's Bank or members of a controlled group or entities
under common control with Today's Bancorp or Today's Bank in the manner
defined and further described in Section 414(b), (c), or (m) of the Internal
Revenue Code.  Such plans are hereinafter referred to collectively as the
"Employee Welfare Benefit Plans," and each such Employee Welfare Benefit Plan
is listed in Schedule 4.28(b) hereto.

               Today's Bancorp and Today's Bank have also provided to
Riverview and Riverview Community Bank true and complete copies of documents
establishing all funding instruments for such Employee Welfare Benefit Plans,
including but not limited to, trust agreements, cafeteria plans (pursuant to
Internal Revenue Code Section 125), and voluntary employee beneficiary
associations (pursuant to Internal Revenue Code Section 501(c)(9)).  Each of
the Employee Welfare Benefit Plans has been operated in conformity with the
written provisions of the plan documents which have been delivered to
Riverview and Riverview Community Bank and in compliance with the requirements
prescribed by all statutes, orders, rules, and regulations (including guidance
of general applicability) including, but not limited to, ERISA and the
Internal Revenue Code, which are applicable to such Employee Welfare Benefit
Plans.  Any deviation in the operation of such plans from the requirements of
the plan documents or of applicable laws have been listed in Schedule 4.28(b)
hereto.  Today's Bancorp and Today's Bank have provided any notification
required by law to any participant covered under any Employee Welfare Benefit
Plan which has failed to comply with the requirements of any Internal Revenue
Code section which results in the imposition of a tax on benefits provided to
such participants under such plan.

                                      A-28

<PAGE>



               With respect to all Employee Welfare Benefit Plans which are
subject to the annual report requirement of ERISA Section 103 or to the annual
return requirement of Internal Revenue Code Section 6039D, all annual reports
and annual returns as were required to be filed pursuant to such sections have
been timely filed.  Copies of all such annual returns/reports, including all
attachments and Schedules, for the three (3) plan years immediately preceding
the current date for all plans subject to such requirements have been
delivered to Riverview and Riverview Community Bank.  With respect to all
Employee Welfare Benefit Plans which are subject to the summary plan
description requirement of ERISA Section 102, all such summary plan
descriptions as were required to be filed with the Department of Labor and
distributed to participants and beneficiaries have been timely filed and
distributed.  Copies of all such summary plan descriptions have been delivered
to Riverview and Riverview Community Bank.

               Except as disclosed in Schedule 4.28(b) hereto, all Employee
Welfare Benefit Plans which are in effect were in effect for substantially all
of calendar year 2001.  Except as disclosed in Schedule 4.28(b) hereto, there
has been with respect to such Employee Welfare Benefit Plans no material
amendment thereof or material increase in the cost thereof or benefits payable
thereunder on or after January 1, 2002.

               No Employee Welfare Benefit Plan or any trust created
thereunder, nor any "party in interest" with respect to the plan (as defined
in Section 3(14) of ERISA), has engaged in a "prohibited transaction," as such
term is defined in Section 406 of ERISA, which could subject such Employee
Welfare Benefit Plan, any such trust, or any party in interest (other than a
person for whom neither Today's Bancorp nor Today's Bank is directly or
indirectly responsible) to the imposition of a penalty for such prohibited
transaction under Section 502(i) of ERISA.  Nor has there been a breach of
fiduciary duty by a party in interest under Section 404 of ERISA, that would
give rise to a sanction, tax or penalty under ERISA.  The Department of Labor
has not assessed any such penalty or served notice to Today's Bancorp or
Today's Bank that such a penalty may be imposed upon any Employee Welfare
Benefit Plan.

               Neither Today's Bancorp nor Today's Bank has failed to make any
contribution to, or pay any amount due and owing by Today's Bancorp or Today's
Bank under the terms of, an Employee Welfare Benefit Plan.  Except as
disclosed in Schedule 4.28(b) hereto, no claims have been incurred with
respect to any Employee Welfare Benefit Plan which may, to the best knowledge
of Today's Bancorp and Today's Bank, constitute a liability for Today's
Bancorp or Today's Bank after the application of any insurance, trust or other
funds which are applicable to the payment of such claims.

               Except as disclosed in Schedule 4.28(b) hereto, to the best
knowledge of Today's Bancorp and Today's Bank, no condition exists that could
subject any Employee Welfare Benefit Plan or any person (other than a person
for whom neither Today's Bancorp nor Today's Bank is directly or indirectly
responsible) to liabilities, damages, losses, taxes, or sanctions that arise
under Section 4980B of the Internal Revenue Code or Sections 601 through 734
of ERISA for failure to comply with the continuation health care coverage and
HIPAA requirements of ERISA Sections 601 through 734 and Internal Revenue Code
Section 4980B with respect to any current or former employee of Today's
Bancorp or Today's Bank, or the beneficiaries of such employee.

               (c)  Today's Bancorp and Today's Bank have furnished to
Riverview and Riverview Community Bank true and complete copies and/or
descriptions of each plan or arrangement maintained or otherwise contributed
to by Today's Bancorp or Today's Bank which is not an Employee Pension Benefit
Plan and is not an Employee Welfare Benefit Plan and which (exclusive of base
salary and base wages) provides for any form of current or deferred
compensation, bonus, stock option, profit sharing, retirement, group health or
insurance, welfare benefits, fringe benefits, or similar plan or arrangement
for the benefit of any employee or class of employees, whether active or
retired, or independent contractors of Today's Bancorp or Today's Bank.  Such
plans and arrangements shall collectively be referred to herein as "Benefit
Arrangements" and all such Benefit Arrangements of Today's Bancorp and Today's
Bank  are listed on Schedule 4.28(c) hereto.  Except as disclosed in Schedule
4.28(c) hereto, there are no other benefit arrangements of Today's Bancorp and
Today's Bank and all Benefit Arrangements which are in effect were in effect
for substantially all of calendar year 2001.  Except as disclosed in Schedule
4.28(c) hereto, there has been with respect to Benefit Arrangements no
material amendment thereof or material increase in the cost thereof or
benefits payable thereunder on or after January 1, 2002.  Except as disclosed
in Schedule 4.28(c) hereto, there has been no material increase in the base
salary and wage levels of Today's Bancorp or Today's Bank and, except in the
ordinary course of

                                      A-29

<PAGE>



business, no change in the terms or conditions of employment (including
severance benefits) compared, in each case, to those prevailing for
substantially all of calendar year 2001.  Except as disclosed in Schedule
4.28(c) hereto, there has been no material increase in the compensation of, or
benefits payable to, any senior executive employee of Today's Bancorp or
Today's Bank on or after January 1, 2002 nor has any employment, severance, or
similar contract been entered into with any such employee, nor has any
amendment to any such contract been made on or after January 1, 2002.

               With respect to all Benefit Arrangements which are subject to
the annual return requirement of Internal Revenue Code Section 6039D, all
annual returns as were required to be filed have been timely filed.  Copies of
all such annual returns for the three (3) plan years immediately preceding the
current date have been delivered to Riverview and Riverview Community Bank.

               (d)  Listed in Schedule 4.28(d) hereto are all Employee Pension
Benefit Plans, Employee Welfare Benefit Plans, and Benefit Arrangements which
provide compensation or benefits to employees or directors which become
effective upon a change in control of Today's Bancorp or Today's Bank,
including, but not limited to, additional compensation or benefits, or
acceleration in the amount or timing of payment of compensation or benefits
which had become effective prior to the date of such acceleration.   Schedule
4.28(d) also includes in reasonable detail, to the extent such benefits can be
calculated as of the date of this Merger Agreement and a description of
benefits that cannot be so calculated, the payments and benefits due at
Closing under Today's Bancorp's and Today Bank's employment agreements, change
in control agreements, directors' retirement plan and defined benefit plan.
Except as disclosed in Schedule 4.28(d) hereto, there is no Employee Pension
Benefit Plan, Employee Welfare Benefit Plan, or Benefit Arrangement covering
any employee or director of Today's Bancorp or Today's Bank which individually
or collectively could give rise to the payment of any amount which would
constitute an "excess parachute payment," as such term is defined in Section
280G of the Internal Revenue Code and Regulations proposed pursuant to that
section.

               (e)  Except as described in Schedule 4.28(e) hereto, each
Employee Pension Benefit Plan, Employee Welfare Benefit Plan, or Benefit
Arrangement and each personal services contract, fringe benefit, consulting
contract or similar arrangement with or for the benefit of any Officer,
director, employee, or other person may be terminated by Today's Bancorp or
Today's Bank within a period of no more than thirty (30) days following the
Effective Time, without payment of any amount as a penalty, bonus, premium,
severance pay, or other compensation for such termination.  No limitation on
the right to terminate any such plan has been communicated by Today's Bancorp
or Today's Bank to employees, former employees, or retirees who are or may be
participants in or beneficiaries of such plans or arrangements.

               (f)  Except as disclosed in Schedule 4.28(f) hereto, (1)
neither Today's Bancorp nor Today's Bank has received notice from any
governmental agency of any alleged violation of applicable laws or of any
prospective audit or other investigation for the purpose of reviewing
compliance with applicable laws with respect to any Employee Pension Benefit
Plan, Employee Welfare Benefit Plan or Benefit Arrangement, and (2) except as
disclosed in Schedule 4.28(f) hereto, no suits, actions, or claims have been
filed in any court of law or with any governmental agency regarding the
operation of any Employee Pension Benefit Plan, Employee Welfare Benefit Plan,
or Benefit Arrangement and no such additional suits, actions, or claims are,
to the best knowledge of Today's Bancorp and Today's Bank, anticipated to be
filed (other than routine claims for benefits).

          4.29   Material Contracts. (a)  Except as set forth on Schedule 4.29
(and with a true and correct copy of the document or other item in question
attached to such Schedule), neither Today's Bancorp nor Today's Bank is a
party or subject to any of the following (whether written or oral, express or
implied):

                         (i)  any agreement, arrangement or commitment (A) not
     made in the ordinary course of business or (B) pursuant to which Today's
     Bancorp or Today's Bank is or may become obligated to invest in or
     contribute capital to any Today's Bancorp subsidiary or any other entity;

                         (ii) any agreement, indenture or other instrument not
     disclosed in the Today's Bank Financial Statements relating to the
     borrowing of money by Today's Bancorp or Today's Bank or the guarantee by
     Today's Bancorp or Today's Bank of any such obligation (other than trade
     payables or instruments


                                      A-30

<PAGE>



     related to transactions entered into in the ordinary course of business
     such as deposits, Fed Funds borrowings and repurchase agreements);

                         (iii) any contract, agreement or understanding with
     any labor union or collective bargaining organization;

                         (iv) any contract containing covenants which limit
     the ability of Today's Bancorp or Today's Bank to compete in any line of
     business or with any person or containing any restriction of the
     geographical area in which, or method by which, Today's Bancorp or
     Today's Bank may carry on its business (other than as may be required by
     law or any applicable Regulatory Authority);

                          (v)  any contract or agreement which is a "material
     contract" within the meaning of Item 601(b)(10) of Regulation S-K
     promulgated by the SEC;

                         (vi) any lease with annual rental payments
     aggregating Ten Thousand Dollars ($10,000) or more;

                         (vii)  consulting agreement (other than data
     processing, software programming and licensing contracts entered into in
     the ordinary course of business) involving the payment of more than Ten
     Thousand Dollars ($10,000) per annum;

                         (viii) any agreement with any Officer or other key
     employee of Today's Bancorp or Today's Bank the benefits of which are
     contingent, or the terms of which are materially altered or any
     payments or rights are accelerated, upon the occurrence of a transaction
     involving Today's Bancorp or Today's Bank of the nature contemplated by
     this Merger Agreement;

                         (ix) any agreement with respect to any Officer of
     Today's Bancorp or Today's Bank providing any term of employment or
     compensation guarantee extending for a period longer than one
     year and for the payment of in excess of Ten Thousand Dollars ($10,000)
     per annum;

                         (x)  except as provided in the articles of
     incorporation or bylaws of Today's Bancorp or Today's Bank, any agreement
     with any director or Officer of Today's Bancorp or Today's Bank providing
     for indemnification of such person; or

                         (xi) agreement or plan, including any stock option
     plan, stock appreciation rights plan, restricted stock plan or stock
     purchase plan, any of the benefits of which will be increased, or the
     vesting of the benefits of which will be accelerated, by the occurrence
     of any of the transactions contemplated by this Merger Agreement or the
     value of any of the benefits of which will be calculated on the basis of
     any of the transactions contemplated by this Merger Agreement.

               (b)  Except as disclosed on Schedule 4.29, no Officer or
director of Today's Bancorp, Today's Bank or any "associate" (as such term is
defined in Rule 12b-2 under the 1934 Act) of any such Officer or director, has
any material interest in any material contract or property (real or personal),
tangible or intangible, used in or pertaining to the business of Today's
Bancorp or Today's Bank.

          4.30   Material Contract Defaults.  Neither Today's Bancorp nor
Today's Bank is in default in any respect under any contract, agreement,
commitment, arrangement, lease, insurance policy, or other instrument to which
it is a party or by which its respective assets, business, or operations may
be bound or affected or under which it or its respective assets, business, or
operations receives benefits, and which default is reasonably expected to have
either individually or in the aggregate a material adverse effect on the
condition (financial or other) of Today's Bancorp or Today's Bank, and, to the
best knowledge of Today's Bancorp and Today's Bank  there has not occurred any
event that, with the lapse of time or the giving of notice or both, would
constitute such a default.

                                      A-31

<PAGE>



          4.31   Reports.   Today's Bancorp and Today's Bank have filed all
reports and statements, together with any amendments required to be made with
respect thereto, that it was required to file with (i) the SEC; (ii) the
Washington Department; (iii) the FDIC; (iv) the FRB and (iv) any other
applicable federal or state securities or banking authorities.  As of their
respective dates, each of such reports and documents, including the financial
statements, exhibits, and schedules thereto, complied in all material respects
with all of the requirements of their respective forms and all of the
statutes, rules, and regulations enforced or promulgated by the Regulatory
Authority with which they were filed.  All such reports were true and complete
in all material respects and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.  Today's Bancorp and Today's Bank
have previously provided to Riverview and Riverview Community Bank true and
correct copies of all such reports and any amendments thereto filed by Today's
Bancorp or Today's Bank.

          4.32   Statements True and Correct.  None of the information
prepared by, or on behalf of, Today's Bancorp or Today's Bank regarding
Today's Bancorp or Today's Bank included in the Proxy Statement/Prospectus
mailed to the Today's Bancorp Shareholders in connection with the
Shareholders' Meeting, and any other documents filed with the SEC, the
Washington Department, the FDIC, the FRB or any other Regulatory Authority in
connection with the transaction contemplated herein (if applicable), will be,
at the respective times such documents are filed, and, with respect to the
Proxy Statement/Prospectus, when first mailed to the Today's Bancorp
Shareholders, false or misleading with respect to any material fact, or will
omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, or, in
the case of the Proxy Statement/Prospectus or any amendment thereof or
supplement thereto, at the time of the Shareholders' Meeting, false or
misleading with respect to any material fact, or omit to state any material
fact necessary to make any statements therein, in light of the circumstances
under which they were made, not misleading.

          4.33   Brokers and Finders.  Except as set forth in Schedule 4.33,
neither Today's Bancorp nor Today's Bank nor any of their respective Officers,
directors or employees has employed any broker or finder, or agreed to pay any
fees to any director or former director or incurred any liability for any
financial advisory fees, brokerage fees, commissions or finder's fees, and no
broker or finder, or director or former director of Today's Bancorp and
Today's Bank, has acted directly or indirectly for Today's Bancorp or Today's
Bank, in connection with this Merger Agreement or the transactions
contemplated hereby.

          4.34   Derivatives Contracts; Structured Notes; Etc.  Neither
Today's Bancorp nor Today's Bank is a party to or has agreed to enter into an
exchange-traded or over-the-counter equity, interest rate, foreign exchange or
other swap, forward, future, option, cap, floor or collar or any other
contract that is not included on the balance sheet and is a derivative
contract (including various combinations thereof) (each a "Derivatives
Contract") or owns securities that (1) are referred to generically as
"structured notes," "high risk mortgage derivatives," "capped floating rate
notes" or "capped floating rate mortgage derivatives" or (2) are likely to
have changes in value as a result of interest or exchange rate changes that
significantly exceed normal changes in value attributable to interest or
exchange rate changes, except for those Derivatives Contracts, structured
notes and other instruments legally purchased or entered into in the ordinary
course of business, consistent with safe and sound banking practices and
regulatory guidance, and listed (as of the date hereof) on Schedule 4.34.

          4.35   Loans. To the best knowledge of Today's Bancorp, with respect
to each loan owned by Today's Bancorp or Today's Bank, as the case may be, in
whole or in part: (i) the note and any related mortgage are each legal, valid
and binding obligations of the maker or obligor thereof, enforceable against
such maker or obligor in accordance with their terms; (ii) neither Today's
Bancorp nor any prior holder of a loan has modified the related documents in
any material respect or satisfied, canceled or subordinated such mortgage or
note except as otherwise disclosed by documents in the applicable loan file;
(iii) Today's Bancorp or Today's Bank, as the case may be, is the sole holder
of legal and beneficial title to each loan (or Today's Bancorp's applicable
participation interest), as applicable and there has not been any assignment
or pledge of any loan; and (iv) the note, mortgage and any other collateral
documents, copies of which are included in the loan files, are true and
correct copies of the documents they purport to be and have not been
superseded, amended, modified, canceled or otherwise changed except as
disclosed by documents in the applicable loan file.

                                      A-32

<PAGE>



          4.36   Anti-takeover Provisions Inapplicable.   Today's Bancorp and
Today's Bank have taken or prior to the Effective Time, will have taken, all
actions required to exempt Riverview, Riverview Community Bank and the
transactions contemplated hereby, from any provisions of an anti-takeover
nature contained in their organizational documents, and the provisions of any
federal or state "anti-takeover," "fair price," "moratorium," "control share
acquisition" or similar laws or regulations.

          4.37   Expenses.  Schedule 4.37 contains a list of expenses in
individual amounts expected to the knowledge of Today's Bancorp's and Today's
Bank's management to exceed Five Thousand Dollars ($5,000), and the aggregate
amount of all expenses expected to be less than Five Thousand Dollars
($5,000), to be incurred by Today's Bank in connection with the completion of
the transactions contemplated by the Merger Agreement and the expenses in
connection with the pending  claim on Today's Bank blanket bond policy.

                                   ARTICLE 5

                           COVENANTS OF RIVERVIEW

          5.1   Regulatory Approvals.  Within a reasonable time after
execution of this Merger Agreement, Riverview shall file any and all
applications with the appropriate government Regulatory Authorities in order
to obtain the Government Approvals and shall take such other actions as may be
reasonably required to consummate the transactions contemplated in this Merger
Agreement and the Plans of Merger with reasonable promptness.  Riverview shall
pay all fees and expenses arising in connection with such applications for
regulatory approval.  Riverview agrees to provide the appropriate Regulatory
Authorities with the information required by such authorities in connection
with Riverview's applications for regulatory approval and Riverview agrees to
use its best efforts to obtain such regulatory approvals, and any other
approvals and consents as may be required for the Closing, as promptly as
practicable; provided, however, that nothing in this Section 5.1 shall be
construed to obligate Riverview to take any action to meet any condition
required to obtain prior regulatory approval if any such condition materially
differs from conditions customarily imposed by such Regulatory Authorities in
orders approving acquisitions of the type contemplated by this Merger
Agreement, constitutes a significant impediment upon Riverview's ability to
carry on its business or acquisition programs (as may be determined in the
sole discretion of Riverview) or requires Riverview to increase Riverview
Community Bank's capital ratios to amounts in excess of the OTS's minimum
capital ratio guidelines which may be in effect from time to time.

          5.2   Preparation of Registration Statement.  Riverview, in
cooperation with Today's Bancorp, shall prepare and file with the SEC a
Registration Statement on Form S-4 with respect to the shares of Riverview
Common Stock to be issued in the Corporate Merger ("Registration Statement").
Such Registration Statement shall contain a Proxy Statement/Prospectus which
shall serve as the proxy statement of Today's Bancorp for the Shareholders'
Meeting and as the prospectus of Riverview for the shares of Riverview Common
Stock to be issued in the Corporate Merger.  Riverview shall use its best
efforts to cause the Registration Statement to become effective.

          5.3   Registration Statement Effectiveness.  Riverview will advise
Today's Bancorp, promptly after Riverview receives notice thereof, of the time
when the Registration Statement has become effective or any supplement or
amendment has been filed, of the issuance of any stop order or the suspension
of the qualification of the Riverview Common Stock for offering or sale in any
jurisdiction, of the initiation or threat of any proceeding for any such
purpose, or of any request by the SEC for the amendment or supplement of the
Registration Statement or for additional information.

          5.4   Employees and Employee Benefits.  Upon consummation of the
Corporate Merger, all employees of Today's Bancorp and Today's Bank shall be
deemed to be at-will employees except for those employees who are parties to a
written employment agreement.

               (a)  As of the Effective Time, and subject to Sections 5.4(c)
and (d) hereof, all employee benefit plans (within the meaning of Section 3(3)
of ERISA) sponsored or maintained by Today's Bancorp and Today's Bank shall be
terminated.  Employees of Today's Bancorp and Today's Bank who continue as
employees of Riverview

                                      A-33

<PAGE>



and Riverview Community Bank ("Continuing Employees") shall be entitled to
participate on an equitable basis in the same benefit plans, programs or
policies as are generally available to Riverview's and Riverview Community
Bank's employees of similar rank and status.  For purposes of eligibility and
vesting (but not for the accrual of benefits, under such plans, programs or
policies, employees of Today's Bancorp and Today's Bank who continue as
Riverview's or Riverview Community Bank's employees will be credited for prior
years of service with Today's Bancorp and Today's Bank, and there shall be no
exclusion from coverage under Riverview's or Riverview Community Bank's health
insurance plan as a result of pre-existing conditions to the extent such
conditions were covered under any health insurance plan maintained by Today's
Bancorp and Today's Bank prior to the Effective Time.

               (b)  Continuing Employees shall not be subject to any waiting
periods under the group health plan of Riverview or Riverview Community Bank
to the extent that such periods are longer than the periods imposed under the
applicable group health plan of Today's Bancorp and Today's Bank.  To the
extent that the initial period of coverage for Continuing Employees under any
plan of Riverview or Riverview Community Bank, whichever is applicable, that
is an "Employee Welfare Benefit Plan" as defined in Section 3(1) of ERISA is
not a full 12-month period of coverage, Continuing Employees shall be given
credit under the applicable welfare plan for any deductibles and co-insurance
payments made by such Continuing Employees under the corresponding welfare
plan of Today's Bancorp and Today's Bank during the balance of such 12-month
period of coverage.  Nothing contained herein shall obligate Riverview or
Riverview Community Bank to provide or cause to be provided any duplicative
benefits.   Nothing herein shall alter the power of Riverview or Riverview
Community Bank to amend or terminate any of its benefit or welfare plans.
Moreover, this Section 5.4(b), shall not confer upon any Continuing Employee
any rights or remedies hereunder and shall not constitute a contract of
employment or create any rights, to be retained or otherwise, in employment at
Riverview or Riverview Community Bank.

               (c)  Prior to the Effective Time, Today's Bancorp and Today's
Bank shall terminate the Today's Bank 401(k) Profit Sharing Plan (the "401(k)
Plan") by proper action of the Board of Directors of Today's Bancorp.  In
connection with such termination, the 401(k) Plan shall be submitted to the
Internal Revenue Service for a determination regarding its qualification upon
termination and, upon receipt of a favorable determination letter,
distributions shall be made to participants in accordance with ERISA, the
Internal Revenue Code and the 401(k) Plan as soon as practicable after the
receipt of the determination letter.  Neither Riverview nor Riverview
Community Bank shall have any obligation to make contributions to the 401(k)
Plan after the Effective Time.  Participants in the 401(k) Plan who become
employees of Riverview will be permitted, subject to the terms of the
Riverview 401(k) Plan, to transfer such distributions to the Riverview 401(k)
Plan.

               (d)  Riverview agrees to honor the terms of the Today's Bancorp
employment agreement set forth in Schedule 4.29 (collectively referred to as
the "Post-Termination Payments") and no other post-termination agreements,
including but not limited to any other employment, severance, directors
retirement or deferred compensation agreement  provided, however, that (1) the
aggregate amount of Post-Termination Payments to be paid to Dan Heine and all
other officers as a group by Riverview and Riverview Community Bank shall not
exceed Three Hundred and Seventy One Thousand Dollars ($371,000) and One
Hundred and Seventy Five Thousand Dollars ($175,000), respectively, and (2) no
Post-Termination Payment or other payment shall be paid that would be
nondeductible under Section 280G of the Internal Revenue Code, or subject to
the excise tax provisions of Section 4999 of the Internal Revenue Code. In the
event that Post-Termination Payments must be reduced to comply with this
Section 5.4(d), the reduction shall be shared proportionally (based on the
current value of the benefits) among those persons entitled to receive
Post-Termination Payments, unless there is a written agreement otherwise, in
which case the terms of such agreement shall be followed.  In the event that
Post-Termination Payments must be reduced to comply with this Section 5.4(d),
the reduction shall be applied only against the Post-Termination Payments of
persons affected by  Section 280G limitations of the Internal Revenue Code,
proportionately based on the amount of each such person's Post-Termination
Payments in excess of the Section 280G limitations.  For purposes of applying
the limitations of this Section 5.4(d), the limitation of Section 5.4(d)(1)
shall be applied before the limitation of Section 5.4(d)(2).

          5.5   Reasonable Efforts to Close.  Subject to the terms and
conditions of this Merger Agreement, Riverview agrees to use all its best
efforts and to take, or to cause to be taken, all actions, and to do, or to
cause to be done, all things necessary, proper, or advisable under applicable
laws and regulations to consummate and make effective,

                                      A-34

<PAGE>



with reasonable promptness after the date of this Merger Agreement, the
transactions contemplated by this Merger Agreement, including, without
limitation, using reasonable efforts to lift or rescind any injunction or
restraining or other order adversely affecting the ability of the Parties to
consummate the transaction contemplated by this Merger Agreement; provided,
however, that such efforts do not impose unreasonable expense or obligations
on Riverview.  Riverview shall use, and shall cause each of its Subsidiaries
to use, its best efforts to obtain consents of all third parties and
Regulatory Authorities necessary or desirable for the consummation of each of
the transactions contemplated by this Merger Agreement.

          5.6   Insurance.

               (a)  Riverview, or Today's Bancorp with the consent of
Riverview, shall use its best efforts to cause the persons serving as Officers
and directors of Today's Bancorp and Today's Bank immediately prior to the
Closing Date to be covered for a period of three (3) years after the Closing
Date by the current policies of directors' and Officers' liability insurance
maintained by Today's Bancorp with respect to acts or omissions occurring
prior to the Closing Date which were committed to such Officers and directors
in their capacity as such (provided that Riverview may substitute therefor
policies of at least the same coverage and amounts containing the terms and
conditions which are no less advantageous to such Officers and directors).

               (b)  In the event Riverview or any of its successors or assigns
(i) consolidates with or merges into any other person or entity and shall not
be the continuing or surviving corporation or entity of such consolidation or
merger or (ii) transfers or conveys all or substantially all of its properties
and assets to any person or entity, then, and in each such case, to the extent
necessary, proper provision shall be made so that the successors and assigns
of Riverview assume the obligations set forth in this Section 5.6.

          5.7   Access.  Upon notice of at least 48 hours, Riverview shall
afford Today's Bancorp and its representatives access, during normal business
hours throughout the period up to the Effective Date of the Corporate Merger,
to all of the properties, books and records, provided that no investigation
pursuant to this Section 5.7 shall affect or be deemed to modify or waive any
representation or warranty made by Riverview in this Merger Agreement or the
conditions to the obligations of Riverview to consummate the transactions
contemplated by this Merger Agreement.

          5.8   Conduct of Business.  Riverview will not take any action,
unless otherwise required by law, rules or regulation, that would (A)
materially adversely affect the ability of  Riverview to obtain any necessary
approvals of the Regulatory Authorities required to consummate the
transactions contemplated by this Merger Agreement, or (B) adversely affect
its ability to perform its covenants and agreements under this Merger
Agreement;

          5.9   Nasdaq.  Riverview shall use its best efforts to have the
shares of Riverview Common Stock which are to be issued in exchange for the
Stock Election shares approved for listing on the Nasdaq.

                                  ARTICLE 6

                 COVENANTS OF TODAY'S BANCORP AND TODAY'S BANK

          6.1   Shareholders' Meeting.  Today's Bancorp shall call a meeting
of the Today's Bancorp Shareholders to be held as soon as practicable for
purposes of voting on the transactions contemplated hereby and Today's Bancorp
shall use its best efforts to solicit and obtain the votes of the Today's
Bancorp Shareholders in favor of the transactions contemplated hereby and,
subject to the exercise of its fiduciary duties, the Board of Directors of
Today's Bancorp shall recommend approval of such transactions by such holders.
In connection with the Shareholders' Meeting, Riverview and Today's Bancorp
shall cooperate in the preparation of the Proxy Statement/Prospectus including
the financial information to be contained therein and, with the approval of
each of Riverview and Today's Bancorp, which approvals will not be
unreasonably withheld, the Proxy Statement/Prospectus will be mailed to the
Today's Bancorp Shareholders.

                                      A-35

<PAGE>


          6.2   Conduct of Business -- Affirmative Covenants.  Unless the
prior written consent of Riverview shall have been obtained, and, except as
otherwise contemplated herein:

               (a)  Today's Bancorp and Today's Bank shall:

                         (i)  Operate its business only in the usual, regular,
     and ordinary course;

                         (ii) Preserve intact its business organizations and
     assets and to maintain its rights and franchises;

                         (iii) Take no action, unless otherwise required by
     law, rules or regulation, that would (A) materially adversely affect the
     ability of any of them or Riverview to obtain any necessary approvals
     of Regulatory Authorities required to consummate the transactions
     contemplated by this Merger Agreement, or (B) adversely affect the
     ability of such Party to perform its covenants and agreements under this
     Merger Agreement;

                         (iv) Except as they may terminate in accordance with
     their terms, keep in full force and effect, and not default in any of
     their obligations under, all material contracts;

                         (v)  Keep in full force and effect insurance coverage
     with responsible insurance carriers which is reasonably adequate in
     coverage and amount for companies the size of the Today's Bancorp or
     Today's Bank and for the businesses and properties owned by each and in
     which each is engaged, to the extent that such insurance is reasonably
     available;

                         (vi) Use its best efforts to retain Today's Bank's
     present customer base and to facilitate the retention of such customers
     after the Effective Time; and

                         (vii) Maintain, renew, keep in full force and effect,
     and preserve its business organization and material rights and
     franchises, permits and licenses, and to use its best efforts to maintain
     positive relations with its present employees so that such employees will
     continue to perform effectively and will be available to Today's Bancorp
     and Today's Bank or Riverview and Riverview's Subsidiaries at and after
     the Effective Time, and to use its best efforts to maintain its existing,
     or substantially equivalent, credit arrangements with banks and other
     financial institutions and to assure the continuance of Today's Bank's
     customer relationships.

               (b)  Today's Bancorp and Today's Bank agree to use their best
efforts to assist Riverview and Riverview Community Bank in obtaining the
Government Approvals necessary to complete the transactions contemplated
hereby, and Today's Bancorp and Today's Bank shall provide to Riverview and
Riverview Community Bank  or to the appropriate governmental authorities all
information reasonably required to be submitted in connection with obtaining
such approvals;

               (c)  Today's Bancorp and Today's Bank, at their own cost and
expense, shall use their best efforts to secure all consents and releases, if
any, of third parties necessary or desirable for the consummation of the
transactions contemplated by this Merger Agreement and shall comply with all
applicable laws, regulations and rulings in connection with this Merger
Agreement and the consummation of the transactions contemplated hereby;

               (d)  Today's Bancorp and Today's Bank shall use their best
efforts to obtain from each of the Officers and directors of Today's Bancorp
not retained by Riverview or Riverview Community Bank and deliver to Riverview
an executed non-competition agreement in the form attached hereto as Exhibit
E;

               (e)  At all times to and including, and as of, the Closing,
Today's Bancorp and Today's Bank shall inform Riverview and Riverview
Community Bank in writing of any and all facts necessary to amend or

                                      A-36

<PAGE>



supplement the representations and warranties made herein and the Schedules
attached hereto as necessary so that the representations and warranties and
information provided in the schedules remain true and correct in all respects;
provided, however, that any such updates to the schedules shall be required
prior to the Closing only with respect to matters which represent material
changes to the schedules and the information contained therein; and provided
further, that before such amendment, supplement or update may be deemed to be
a part of this Merger Agreement, Riverview and Riverview Community Bank shall
have agreed in writing to each amendment, supplement or update to the
schedules made subsequent to the date of this Merger Agreement as an amendment
to this Merger Agreement;

               (f)  At all times to and including, and as of, the Closing,
Today's Bancorp and Today's Bank shall give such further assistance to
Riverview and Riverview Community Bank and shall execute, acknowledge and
deliver all such documents and instruments as Riverview and Riverview
Community Bank may reasonably request and take such further action as may be
reasonably necessary or appropriate effectively to consummate the transactions
contemplated by this Merger Agreement;

               (g)  Between the date of this Merger Agreement and the Closing
Date, Today's Bancorp and Today's Bank shall afford Riverview and Riverview
Community Bank and its authorized agents and representatives reasonable access
during normal business hours to the properties, operations, books, records,
contracts, documents, loan files and other information of, or relating to
Today's Bancorp and Today's Bank.  Today's Bancorp and Today's Bank shall
provide reasonable assistance to Riverview and Riverview Community Bank in its
investigation of matters relating to Today's Bancorp and Today's Bank;

               (h)  Today's Bancorp and Today's Bank have taken or will take
all steps necessary to exempt the transactions contemplated by this Merger
Agreement from any applicable state takeover or similar law or takeover or
similar provision in the charter documents or bylaws of Today's Bancorp and
Today's Bank, including without limitation any provisions of the Articles of
Incorporation of Today's Bancorp restricting the ownership or acquisition of
Today's Bancorp's capital stock or imposing any "fair price" or supermajority
director or stockholder vote requirements; and

               (i)  Subject to the terms and conditions of this Merger
Agreement, Today's Bancorp and Today's Bank agree to use all reasonable
efforts and to take, or to cause to be taken, all actions, and to do, or to
cause to be done, all things necessary, proper, or advisable under applicable
laws and regulations to consummate and make effective, with reasonable
promptness after the date of this Merger Agreement, the transactions
contemplated by this Merger Agreement, including, without limitation, using
reasonable efforts to lift or rescind any injunction or restraining or other
order adversely affecting the ability of the Parties to consummate the
transaction contemplated by this Merger Agreement; provided, however, that
such efforts do not impose unreasonable expense or obligations on Today's
Bancorp and Today's Bank.

          6.3   Conduct of Business -- Negative Covenants.  From the date of
this Merger Agreement until the earlier of the Effective Time or the
termination of this Merger Agreement, Today's Bancorp and Today's Bank
covenant and agree they will neither do, nor agree or commit to do, any of the
following without the prior written consent of the chief executive officer,
president, or chief financial officer of Riverview:

               (a)  Except as expressly contemplated by this Merger Agreement
or the Plans of Merger, amend its Articles of Incorporation or Bylaws; or

               (b)  Impose, or suffer the imposition, on any share of capital
stock held by it any lien, charge, or encumbrance, or permit any such lien,
charge, or encumbrance to exist; or

               (c)  (i) Repurchase, redeem, or otherwise acquire or exchange,
directly or indirectly, any shares of its capital stock or other equity
securities or any securities or instruments convertible into any shares of its
capital stock, or any rights or options to acquire any shares of its capital
stock or other equity securities except as expressly permitted by this Merger
Agreement or the Plans of Merger; or (ii) split or otherwise subdivide its
capital stock; or (iii) recapitalize in any way; or (iv) declare a stock
dividend on the Today's Bancorp Common Stock; or (v)

                                      A-37

<PAGE>



pay or declare a cash dividend or make or declare any other type of
distribution on the Today's Bancorp Common Stock; or

               (d)  Except as expressly permitted by this Merger Agreement,
acquire direct or indirect control over any corporation, association, firm,
organization or other entity, other than in connection with (i) mergers,
acquisitions, or other transactions approved in writing by Riverview, (ii)
internal reorganizations or consolidations involving existing Subsidiaries,
(iii) foreclosures in the ordinary course of business and not knowingly
exposing it to liability by reason of Hazardous Substances, (iv) acquisitions
of control in its fiduciary capacity, or (v) the creation of new subsidiaries
organized to conduct or continue activities otherwise permitted by this Merger
Agreement; or

               (e)  Except as expressly permitted by this Merger Agreement or
the Plans of Merger, or pursuant to the exercise of Today's Bancorp Options or
Today's Bancorp Warrants that are outstanding on the date of the Merger
Agreement or (i) issue, sell, agree to sell, or otherwise dispose of or
otherwise permit to become outstanding any additional shares of Today's
Bancorp Common Stock or any other capital stock of Today's Bancorp or Today's
Bank, or any stock appreciation rights, or any option, warrant, conversion,
call, scrip, or other right to acquire any such stock, or any security
convertible into any such stock, or (ii) sell, agree to sell, or otherwise
dispose of any substantial part of the assets or earning power of Today's
Bancorp or Today's Bank; or (iii) sell, agree to sell, or otherwise dispose of
any asset of Today's Bancorp or Today's Bank other than in the ordinary course
of business for reasonable and adequate consideration; or (iv) buy, agree to
buy or otherwise acquire a substantial part of the assets or earning power of
any other Person or entity; or

               (f)  Incur any additional debt obligation or other obligation
for borrowed money except in the ordinary course of the business of Today's
Bancorp or Today's Bank consistent with past practices; or

               (g)  Grant any increase in compensation or benefits to any of
its employees or Officers; pay any bonus; enter into any severance agreements
with any of its Officers or employees; grant any increase in fees or other
increases in compensation or other benefits to any director of Today's Bancorp
or Today's Bank; or effect any change in retirement benefits for any class of
its employees or Officers, unless such change is required by applicable law;
or

               (h)  Hire a new employee with an annual compensation in excess
of Twenty-Five Thousand Dollars ($25,000), amend any existing employment
contract between it and any person (unless such amendment is required by law);
enter into or amend any indemnification agreement with any person; or enter
into any new employment contract with any person that Today's Bancorp or
Today's Bank (or its successors) does not have the unconditional right to
terminate without liability (other than liability for services already
rendered), at any time on or after the Effective Time; or

               (i)  Adopt any new employee benefit plan or terminate or,
except as contemplated by the Merger Agreement, make any material change in or
to any existing employee benefit plan other than any change that is required
by law or that, in the opinion of counsel, is necessary or advisable to
maintain the tax-qualified status of any such plan (except for a termination
resulting from Riverview's decision not to continue any such plan); or

               (j)  Enter into any new service contracts, purchase or sale
agreements or lease agreements that are material to Today's Bancorp or Today's
Bank; or

               (k)  Make any capital expenditure, except for ordinary
purchases, repairs, renewals or replacements in an amount less than Five
Thousand Dollars ($5,000) per individual expenditure and Fifteen Thousand
Dollars ($15,000) in the aggregate; or

               (l)  Other than in the ordinary course of business consistent
with past practice, sell, transfer, mortgage, encumber or otherwise dispose of
any of its properties, leases or assets to any person, or cancel, release or
assign any indebtedness of any person, except pursuant to contracts or
agreements in force at the date of this Merger Agreement; or

                                      A-38

<PAGE>



               (m)  Other than as contemplated by this Merger Agreement, enter
into, renew or terminate any material contract or agreement or make any change
in or renew any of its material leases or contracts; or

               (n)  Initiate or pursue any existing claim including but not
limited to claims under the blanket bond policy of Today Bancorp or Today's
Bank, or settle any claim, action or proceeding involving any liability of
Today's Bancorp or Today's Bank for money damages in excess of Fifteen
Thousand Dollars ($15,000) or agree in connection with any such settlement to
material restrictions upon the operations of Today's Bancorp or Today's Bank;
or

               (o)  Change its method of accounting in effect at December 31,
2001, except as required by changes in GAAP as concurred in by Today's
Bancorp's independent auditors or as required by regulatory accounting
principles or regulatory requirements; or

               (p)  Enter into any new activities or lines of business, or
cease to conduct any material activities or lines of business that it conducts
on the date hereof, or conduct any material business activity not consistent
with past practice; or

               (q)  Except in the ordinary course of business consistent with
past practices, make, renegotiate, renew, increase, extend or purchase any
loan, lease (credit equivalent), advance, credit enhancement or other
extension of credit, or make any commitment in respect of any of the
foregoing;

               (r)  Enter into, renew or purchase any investments in equity or
Derivatives Contracts; or engage in any forward commitment, futures
transaction, financial option transaction, hedging or arbitrage transaction or
covered asset trading activities; or

               (s)  Purchase any investment securities or make any deposits
other than in the ordinary course of business consistent with past practices
or make any equity investments; or

               (t)  Enter into any transactions other than in the ordinary
course of business; or

               (u)  Grant or commit to grant any new extension of credit to
any Officer, director or holder of five percent (5%) or more of the
outstanding Today's Bancorp Common Stock, or to any corporation, partnership,
trust or other entity controlled by any such person, if such extension of
credit, together with all other credits then outstanding to the same borrower
and all affiliated persons of such borrower, would exceed two percent (2%) of
the capital of Today's Bank or amend the terms of any such credit outstanding
on the date hereof; or

               (v)  Sell, purchase, enter into a lease, relocate, open or
close any office, or file an application pertaining to such action with any
government entity; or

               (w)  Settle or compromise any material tax liability or agree
to an extension of the statute of limitations with respect to the assessment
or determination of any taxes, except in the ordinary course of business,
consistent with past practice; or

               (x)  Agree in writing or otherwise to take any of the foregoing
actions or engage in any activity, enter into any transaction or take or omit
to take any other act which would make any of the representations and
warranties in Article 4 of this Merger Agreement untrue or incorrect in any
material respect if made anew after engaging in such activity, entering into
such transaction, or taking or omitting such other act.

                                      A-39
<PAGE>


          6.4   Conduct of Business -- Certain Actions.

               (a)  Today's Bancorp and Today's Bank shall not, and shall use
their best efforts to ensure that their directors, Officers, employees, and
advisors do not, directly or indirectly, institute, solicit, or knowingly
encourage (including by way of furnishing any information not legally required
to be furnished) any inquiry, discussion, or proposal, or participate in any
discussions or negotiations with, or, except for actions reasonably considered
by the Boards of Directors of Today's Bancorp and Today's Bank based upon the
advice of outside legal counsel to be required in order to fulfill its
fiduciary obligations, provide any confidential or non-public information to
or negotiate with, any corporation, partnership, person or other entity or
group (other than to Riverview or any Riverview Subsidiary) concerning any
"Acquisition Proposal" (as defined below).  Today's Bancorp and Today's Bank
shall notify Riverview and Riverview Community Bank immediately if any
Acquisition Proposal has been or should hereafter be received by Today's
Bancorp or Today's Bank, such notice to contain, at a minimum, the identity of
such persons, and, subject to disclosure being consistent with the fiduciary
obligations of Today's Bancorp's and Today's Bank's Boards of Directors, a
copy of any written inquiry, the terms of any proposal or inquiry, any
information requested or discussions sought to be initiated, and the status of
any reports, negotiations or expressions of interest.  For purposes of this
Section, "Acquisition Proposal" means any tender offer, agreement,
understanding or other proposal of any nature pursuant to which any
corporation, partnership, person or other entity or group, other than
Riverview, Riverview Community Bank or of their respective Subsidiaries, would
directly or indirectly (i) acquire or participate in a merger, share exchange,
consolidation or any other business combination involving Today's Bancorp or
Today's Bank; (ii) acquire the right to vote ten percent (10%) or more of the
outstanding Today's Bancorp Common Stock; (iii) acquire a significant portion
of the assets or earning power of Today's Bank; or (iv) acquire in excess of
ten percent (10%) of the outstanding Today's Bancorp Common Stock.

               (b)  Today's Bancorp and Today's Bank shall immediately
terminate all negotiations or discussions concerning any Acquisition Proposal
with parties other than Riverview and Riverview Community Bank and enforce the
terms of all confidentiality agreements with such other parties.

          6.5   Accruals and Reserves.  At the request of Riverview and
Riverview Community Bank, Today's Bancorp and Today's Bank shall establish
such additional accruals and reserves as may be necessary to conform Today's
Bancorp's and Today's Bank's accounting and credit loss reserve practices and
methods to those of Riverview and Riverview Community Bank; provided, however,
that Today's Bancorp and Today's Bank shall not be required to take such
action prior to the receipt of all Government Approvals as contemplated by
Section 7.3(b).

          6.6   Access; Information.  Upon reasonable notice, Today's Bancorp
and Today's Bank shall afford Riverview and Riverview Community Bank and each
of their officers, employees, counsel, accountants and other authorized
representatives, access, during normal business hours throughout the period up
to the Effective Date of the  Corporate Merger, to all of the properties,
books, contracts, commitments and records of Today's Bancorp and Today's Bank
and, during such period, Today's Bancorp and Today's Bank shall furnish
promptly to Riverview and Riverview Community Bank (i) a copy of each material
report, schedule and other document filed by Today's Bancorp and Today's Bank
with any Regulatory Authority and (ii) all other information concerning the
business, properties and personnel of Today's Bancorp and Today's Bank as
Riverview and Riverview Community Bank may reasonably request (other than
documents or other materials relating to the transaction contemplated herein),
provided that no investigation pursuant to this Section 6.6 shall affect or be
deemed to modify or waive any representation or warranty made by Today's
Bancorp and Today's Bank in this Merger Agreement or the conditions to the
obligations of Today's Bancorp and Today's Bank to consummate the transactions
contemplated by this Merger Agreement.

          6.7   Affiliate Agreements.  Today's Bancorp will use its best
efforts to cause each person who is an affiliate of Today's Bancorp for
purposes of Rule 145 under the 1933 Act to execute and deliver to Riverview
and Riverview Community Bank on or before the mailing of the Proxy
Statement/Prospectus for the Shareholders' Meeting an agreement in the form
attached hereto as Exhibit D restricting the disposition of the shares of
Riverview Common Stock to be received by such person in exchange for such
person's shares of Today's Bancorp Common Stock.  Schedule 6.7 hereto lists
the affiliates of Today's Bancorp as of the date hereof.

                                      A-40

<PAGE>



                                   ARTICLE 7

                            CONDITIONS TO CLOSING

          7.1   Conditions to the Obligations of Today's Bancorp and Today's
Bank.  Unless waived in writing by Today's Bancorp and Today's Bank, the
obligations of Today's Bancorp and Today's Bank to consummate the transaction
contemplated by this Merger Agreement are subject to the satisfaction at or
prior to the Closing Date of the following conditions:

               (a)  Performance.  Each of the material acts and undertakings
of Riverview and Riverview Community Bank to be performed at or prior to the
Closing Date pursuant to this Merger Agreement shall have been duly performed;

               (b)  Representations and Warranties.  The representations and
warranties of Riverview and Riverview Community Bank contained in Article 3 of
this Merger Agreement shall be true and correct, in all material respects, on
and as of the Effective Time with the same effect as though made on and as of
the Effective Time;

               (c)  Documents.  In addition to the other deliveries of
Riverview and Riverview Community Bank described elsewhere in this Merger
Agreement, Today's Bancorp and Today's Bank shall have received the following
documents and instruments:

                    (i)  a certificate signed by the Secretary or an assistant
     secretary of Riverview and Riverview Community Bank dated as of the
     Closing Date certifying that:

                                   (A)  Riverview's and Riverview Community
          Bank's Boards of Directors have duly adopted resolutions (copies of
          which shall be attached to such certificate) approving the
          substantive terms of this Merger Agreement (including the Plans of
          Merger) and authorizing the consummation of the transactions
          contemplated by this Merger Agreement and certifying that such
          resolutions have not been amended or modified and remain in full
          force and effect;

                                   (B)  each person executing this Merger
          Agreement on behalf of Riverview and Riverview Community Bank is an
          officer of Riverview and Riverview Community Bank holding the office
          or offices specified therein, with full power and authority to
          execute this Merger Agreement and any and all other documents in
          connection with the Corporate Merger and the Bank Merger, and that
          the signature of each person set forth on such certificate is his or
          her genuine signature; and

                                   (C)  the charter documents of Riverview and
          Riverview Community Bank attached to such certificate remain in full
          force and effect.

                         (ii) a certificate signed by the President, Chief
     Executive Officer or Executive Vice President of Riverview and Riverview
     Community Bank stating that the conditions set forth in Section 7.1(a)
     and Section 7.1(b) of this Merger Agreement have been fulfilled;


               (d)  Opinion of Riverview's and Riverview Community Bank's
Counsel.  Today's Bancorp and Today's Bank shall have been furnished with an
opinion of counsel to Riverview and Riverview Community Bank, dated as of the
Closing Date, addressed to and in form and substance satisfactory to Today's
Bancorp and Today's Bank, to the effect that:

                         (i)  Riverview is a corporation duly organized,
     validly existing and in good standing under the laws of the State of
     Washington.


                                      A-41

<PAGE>



                         (ii) Riverview Community Bank is a federal stock
     savings bank duly organized, validly existing and in good standing under
     the laws of the United States.

                         (iii) The execution and delivery of the Merger
     Agreement by Riverview, and the consummation by Riverview and Riverview
     Community Bank of the transactions provided for therein, have been duly
     authorized by all requisite corporate action on the part of Riverview and
     Riverview Community Bank.

                         (iv) The Merger Agreement has been duly executed and
     delivered by Riverview and Riverview Community Bank and is a valid and
     binding obligation of Riverview and Riverview Community Bank enforceable
     in accordance with its terms, except as the enforceability thereof may be
     limited by (1) bankruptcy, insolvency, moratorium, reorganization,
     receivership, conservatorship or similar laws relating to or affecting
     the enforcement of creditors' rights generally and (2) general principles
     of equity, whether applied by a court of law or equity.

                         (v)  Except for the filing of Articles of Merger with
     the Secretary of State for the State of Washington, no consent or
     approval under any statutory law or regulation applicable to Riverview
     or Riverview Community Bank, other than such consents and approvals as
     have been obtained, is required for Riverview and Riverview Community
     Bank to consummate the transactions provided for in the Merger Agreement.

                         (vi) The Registration Statement has become effective
     under the 1933 Act, and, to the best of our knowledge, no stop order
     suspending the effectiveness of the Registration Statement has been
     issued and no proceedings for that purpose have been instituted or are
     pending or contemplated by the SEC or any state securities or other
     regulatory authority.

                         (vii)     The shares of Riverview Common Stock to be
     issued in exchange for shares of Today's Bancorp Common Stock in
     connection with the consummation of the transactions contemplated in the
     Merger Agreement have been duly authorized and, when issued in accordance
     with the terms of the Merger Agreement will be validly issued, fully paid
     and non-assessable, and conform as to legal matters in all material
     respects to the description of such shares contained in the Registration
     Statement.

     Such opinion may (i) expressly rely as to matters of fact upon
certificates furnished by appropriate officers of Riverview and Riverview
Community Bank or appropriate government officials; (ii) in the case of
matters of law governed by the laws of the states in which they are not
licensed, reasonably rely upon the opinions of legal counsel duly licensed in
such states and may be limited, in any event, to Federal Law and the law of
the State of Washington; and (iii) incorporate, be guided by, and be
interpreted in accordance with, the Legal Opinion Accord of the ABA Section of
Business Law (1991).

               (e)  Stock Price Termination.  If the average of the closing
sales price per share of Riverview Common Stock  (as set forth in Section
2.4(b)) is less than $11.18, then Today's Bancorp may, by a vote of a majority
of the members of its Board of Directors, terminate this Merger Agreement upon
five (5) days prior written notice to Riverview. Provided, however, that
Today's Bancorp's notice of election to terminate may be withdrawn at any time
within the aforesaid five (5) day period.  Prior to Today's Bancorp exercising
any right of termination hereunder, Riverview may, at its option, for a period
of five (5) days thereafter, offer to distribute to Today's Bancorp
shareholders, in connection with the share exchange under Section 2.4 hereof,
an additional number of Riverview Common Stock such that the Aggregate Stock
Consideration shall equal $6,319,947.   If Riverview so elects within such
five (5) day period, it shall give prompt written notice to Today's Bancorp of
such election and the revised Aggregate Stock Consideration, whereupon no
termination shall occur pursuant to this Section 7.1(e) and this Merger
Agreement shall remain in effect in accordance with its terms (except as to
the modification of the amount of the Aggregate Stock Consideration).

               (f)  No Material Adverse Change.  No material adverse change in
the business, property, assets (including loan portfolios), liabilities
(whether absolute, contingent or otherwise), prospects, operations, liquidity,
income, or condition (financial or otherwise) of Riverview and Riverview Bank
shall have occurred since the date of this

                                      A-42

<PAGE>



Merger Agreement other than any changes attributable to law, regulation or
GAAP or interpretations thereof of general application to the thrift industry.

          7.2   Conditions to the Obligations of Riverview and Riverview
Community Bank.  Unless waived in writing by Riverview and Riverview Community
Bank, the obligation of Riverview and Riverview Community Bank to consummate
the transactions contemplated by this Merger Agreement is subject to the
satisfaction at or prior to the Closing Date of the following conditions:

               (a)  Performance.  Each of the material acts and undertakings
of Today's Bancorp and Today's Bank to be performed at or before the Closing
Date pursuant to this Merger Agreement shall have been duly performed;

               (b)  Representations and Warranties.  The representations and
warranties of Today's Bancorp and Today's Bank contained in Article 4 of this
Merger Agreement shall be true and correct, in all material respects, on and
as of the Closing Date with the same effect as though made on and as of the
Closing Date;

               (c)  Documents. In addition to the documents described
elsewhere in this Merger Agreement, Riverview and Riverview Community Bank
shall have received the following documents and instruments:

                         (i)  a certificate signed by the Secretary or an
     assistant secretary of Today's Bancorp and Today's Bank dated as of the
     Closing Date certifying that:

                                   (A)  Today's Bancorp's and Today's Bank's
           Boards of Directors and shareholders have duly adopted resolutions
           (copies of which shall be attached to such certificate)approving
           the substantive terms of this Merger Agreement (including the Plans
           of Merger) and authorizing the consummation of the transactions
           contemplated by this Merger Agreement and certifying that such
           resolutions have not been amended or modified and remain in full
           force and effect;

                                   (B)  each person executing this Merger
           Agreement on behalf of Today's Bancorp and Today's Bank, is an
           Officer of Today's Bancorp or Today's Bank, as the case may be,
           holding the office or offices specified therein, with full power
           and authority to execute this Merger Agreement and any and all
           other documents in connection with the Corporate Merger and the
           Bank Merger, and that the signature of each person set forth on
           such certificate is his or her genuine signature; and

                                   (C)  the charter documents of Today's
           Bancorp and Today's Bank attached to such certificate remain in
           full force and effect; and

                         (ii) a certificate signed by the President, Chief
     Executive Officer or an Executive Vice President of Today's Bancorp and
     Today's Bank stating that the conditions set forth in Section 7.2(a),
     Section 7.2(b) and Section 7.2(f) this Merger Agreement have been
     satisfied.

                         (iii)  such other  opinions, agreements and
     certificates as have been agreed to and provided to Riverview in
     connection with the signing of the Merger Agreement none of which shall
     have been withdrawn or modified, without Riverview's prior written
     consent.

               (d)  Destruction of Property.  Between the date of this Merger
Agreement and the Closing Date, there shall have been no damage to or
destruction of real property, improvements or personal property of Today's
Bancorp and Today's Bank which materially reduces the market value of such
property, and no zoning or other order, limitation or restriction imposed
against the same that might have a material adverse impact upon the
operations, business or prospects of Today's Bancorp and Today's Bank taken as
a whole; provided, however, that the availability of insurance coverage shall
be taken into account in determining whether there has been such a material
adverse impact or material reduction in market value.  In the event of such
damage, destruction, order, limitation or restriction, Riverview

                                      A-43

<PAGE>



and Riverview Community Bank may elect either (i) to close the contemplated
transactions in accordance with the terms of this Merger Agreement or (ii) to
terminate this Merger Agreement without penalty;

               (e)  Inspections Permitted.  Between the date of this Merger
Agreement and the Closing Date, Today's Bancorp and Today's Bank shall have
afforded Riverview and Riverview Community Bank and their authorized agents
and representatives reasonable access during normal business hours to the
properties, operations, books, records, contracts, documents, loan files and
other information of or relating to Today's Bancorp and Today's Bank.  Today's
Bancorp and Today's Bank shall have caused all Today's Bancorp and Bank
personnel to provide reasonable assistance to Riverview and Riverview
Community Bank in its investigation of matters relating to Today's Bancorp and
Today's Bank;

               (f)  No Material Adverse Change.  No material adverse change in
the business, property, assets (including loan portfolios), liabilities
(whether absolute, contingent or otherwise), prospects, operations, liquidity,
income, or condition (financial or otherwise) of Today's Bancorp and Today's
Bank shall have occurred since the date of this Merger Agreement other than
any changes attributable to law, regulation or GAAP or interpretations thereof
of general application to the banking industry.  In the event of such a
material adverse change with respect to Today's Bancorp and Today's Bank,
Riverview and Riverview Community Bank may elect either (i) to close the
contemplated transactions in accordance with the terms of this Merger
Agreement or (ii) to terminate this Merger Agreement without penalty;

               (g)  Opinion of Today's Bancorp's and Today's Bank's Counsel.
Riverview and Riverview Community Bank shall have been furnished with an
opinion of legal counsel to Today's Bancorp and Today's Bank, dated the
Closing Date, addressed to and in form and substance satisfactory to Riverview
and Riverview Community Bank, to the effect that:

                         (i)  Today's Bancorp is a corporation duly organized,
      validly existing and in good standing under the laws of the State of
      Washington.

                         (ii) Today's Bancorp is a bank holding company,
      validly existing under the BHCA and is a financial holding company.

                         (iii)  Today's Bank is a commercial bank duly
      organized, validly existing and in good standing under the laws of the
      State of Washington.

                         (iv) Today's Bank is an "insured depository
      institution" as defined in the Federal Deposit Insurance Act and
      applicable regulations thereunder.

                         (v)  All of the issued Bank Common Stock and Today's
      Bancorp Common Stock has been validly issued.

                         (vi) The execution and delivery of the Merger
      Agreement by Today's Bancorp and Today's Bank, and the consummation by
      Today's Bancorp and Today's Bank of the transactions provided for
      therein, have been duly authorized by all requisite corporate action on
      the part of Today's Bancorp and Today's Bank.

                         (vii)  The Merger Agreement has been duly executed
      and delivered by Today's Bancorp and Today's Bank and is a valid and
      binding obligation of Today's Bancorp and Today's Bank enforceable in
      accordance with its terms, except as the enforceability thereof may be
      limited by (1) bankruptcy, insolvency, moratorium, reorganization,
      receivership, conservatorship or similar laws relating to or affecting
      the enforcement of creditors' rights generally or the rights of
      creditors of depository institutions whose accounts are insured by the
      FDIC and (2) general principles of equity, whether applied by a court of
     law or equity.

                                      A-44

<PAGE>



                         (viii)  The execution, delivery and performance of
     the Merger Agreement by Today's Bancorp and Today's Bank did not, and the
     consummation of the transactions contemplated thereby by Today's Bancorp
     and Today's Bank does not and will not (i) violate any statutory law or
     regulation applicable to Today's Bancorp or Today's Bank or any judgment,
     decree or order that specifically names Today's Bancorp or Today's Bank,
     which violation is reasonably likely, individually or in the aggregate,
     to have a material adverse effect on the financial condition and results
     of operations of Today's Bancorp and Today's Bank, taken as a whole; (ii)
     constitute a breach of or default under any agreement or other
     arrangement that is listed on Schedule 4.29 to the Merger Agreement,
     which breach or default is reasonably likely, individually or in the
     aggregate, to have a material adverse effect on the financial condition
     or results of operations of Today's Bancorp and Today's Bank, taken as a
     whole; (iii) violate the Articles of Incorporation or Bylaws of Today's
     Bancorp or Today's Bank; or (iv) require any consent or approval under
     any such law or regulation or under any such judgment, decree or order,
     or the consent or approval of any other party to any such agreement or
     other arrangement, other than such consents and approvals as have been
     obtained.

                         (ix) To the best of such counsel's knowledge: (i)
     there is no litigation or proceeding against Today's Bancorp or Today's
     Bank pending before any court or governmental agency which, individually
     or in the aggregate, is reasonably likely to have a material adverse
     effect on the financial condition or results of operations of Today's
     Bancorp and Today's Bank, taken as a whole, or which alleges claims under
     any fair lending law or other law relating to discrimination, including,
     without limitation, the Equal Credit Opportunity Act, the Fair Housing
     Act, the CRA and the Home Mortgage Disclosure Act, and no such
     litigation or proceeding has been threatened; (ii) neither Today's
     Bancorp nor Today's Bank or any of its or their properties, Officers,
     directors, or controlling persons is a party to or is subject to any
     order, decree, agreement, memorandum of understanding or similar
     arrangement with, or a commitment letter or similar submission to, any
     Regulatory Authority; and (iii) neither Today's Bancorp nor Today's Bank
     has been advised by any such Regulatory Authority that such authority is
     contemplating issuing or requesting (or is considering the
     appropriateness of issuing or requesting) any such order, decree,
     agreement, memorandum of understanding, commitment letter or similar
     submission.

                         (x)  The Corporate Merger has been duly approved by
     the Today's Bancorp Shareholders.

Such opinion may (i) expressly rely as to matters of fact upon certificates
furnished by appropriate Officers of Today's Bancorp and Today's Bank or
appropriate government officials; (ii) in the case of matters of law governed
by the laws of the states in which they are not licensed, reasonably rely upon
the opinions of legal counsel duly licensed in such states and may be limited,
in any event, to Federal Law and the law of the State of Washington and (iii)
incorporate, be guided by, and be interpreted in accordance with, the Legal
Opinion Accord of the ABA Section of Business Law (1991);

               (h)  Other Business Combinations, Etc.  Other than as
contemplated hereunder, subsequent to the date of this Merger Agreement,
neither Today's Bancorp nor Today's Bank shall have entered into any
agreement, letter of intent, understanding or other arrangement pursuant to
which Today's Bancorp or Today's Bank would merge; consolidate with; effect a
business combination with; sell any substantial part of Today's Bancorp's or
Today's Bank's assets; acquire a significant part of the shares or assets of
any other Person or entity (financial or otherwise); adopt any "poison pill"
or other type of anti-takeover arrangement, any shareholder rights provision,
any "golden parachute" or similar program which would have the effect of
materially decreasing the value of Today's Bancorp and Today's Bank or the
benefits of acquiring the Today's Bancorp Common Stock;

               (i)  Maintenance of Certain Covenants, Etc.   At the time of
Closing (i) neither Today's Bancorp  nor Today's Bank shall have issued or
repurchased from the date hereof any equity or debt securities, or any rights
to purchase or repurchase such securities (therefore, there shall be not more
than 1,147,579 shares of Today's Bancorp Common Stock issued and outstanding
at the Effective Time,  but excludes shares received subsequent to the date of
this Merger Agreement pursuant to the exercise of Today's Bancorp Options
under the Today's Bancorp Option Plan or pursuant to the exercise of Today's
Bancorp Warrants under the Today's Bancorp Warrant Plan; (ii) from December
31, 2001, there shall have been no extraordinary sale of assets; and (iii) the
payments to be made under Today's Bancorp's and Today's

                                      A-45

<PAGE>



Bank's employment agreements, change in control agreements,  directors'
retirement plan, defined benefit plan, and all other benefit plans shall not
exceed the amounts set forth in  Schedule 4.28(d).

               (j)  Dissenting Shares.  Today's Bancorp Shareholders holding
or controlling no more than five percent (5%) of the shares of the Today's
Bancorp Common Stock issued and outstanding immediately prior to the Effective
Time shall have perfected and maintained in perfected status their dissenters'
rights in accordance with the WBCA;

               (k)  Accruals and Reserves.  Today's Bancorp and Today's Bank
shall have established the accruals and reserves described in Section 6.5; and

               (l)  Non-competition Agreements.   The Non-competition
Agreements between Riverview Community Bank and each of the Officers and
directors of Today's Bancorp not retained by Riverview or Riverview Community
Bank substantially in the form attached as Exhibit E  shall have been duly
executed and delivered by all parties to such agreements;

               (m)  Receipt of Affiliate Agreements.  Riverview shall have
received from each Affiliate of Today's Bancorp the agreements referred to in
Section 6.7; and

               (n)  Major Shareholders and Directors.  Simultaneous with the
execution and delivery of this Merger Agreement, each of the Major
Shareholders and directors of Today's Bank shall have executed and delivered
to Riverview a Voting Agreement in the form attached hereto as Exhibit C.

               (o)  Agreement.  Agreements  between Riverview and Dennis Hall
and Richard High shall have been duly executed and delivered by such employees
as of the date of this Merger Agreement and shall not have terminated by such
employees.

          7.3   Conditions to Obligations of All Parties.  The obligation of
each party to effect the transactions contemplated hereby shall be subject to
the fulfillment, at or prior to the Closing, of the following conditions:

               (a)  No Pending or Threatened Claims.  That no claim, action,
suit, investigation or other proceeding shall be pending or threatened before
any court or governmental agency which presents a substantial risk of the
restraint or prohibition of the transactions contemplated by this Merger
Agreement or the obtaining of material damages or other relief in connection
therewith; and

               (b)  Government Approvals and Acquiescence Obtained.  The
Parties hereto shall have received all applicable Government Approvals for the
consummation of the transactions contemplated herein and all waiting periods
incidental to such approvals or notices given shall have expired.

               (c)  Effective Registration Statement.  The Registration
Statement shall have become effective and no stop order or other order
suspending the Registration Statement shall have been issued and no
proceedings for that purpose shall have been initiated or threatened by the
SEC or any other Regulatory Authority.

               (d)  Tax Opinion.  Riverview and Today's Bancorp shall have
received an opinion from Breyer & Associates PC to the effect that (i) the
Corporate Merger constitutes a reorganization under Section 368 of the
Internal Revenue Code, (ii) neither Riverview nor Today's Bancorp will
recognize any gain or loss as a result of the Corporate Merger, and (iii) no
gain or loss will be recognized by Today's Bancorp Shareholders who are United
States citizens or residents (as defined in the opinion) to the extent they
receive shares of Riverview Common Stock in exchange for their shares of
Today's Bancorp Common Stock, provided, however, that in the event such
counsel declines to issue such an opinion, Riverview shall have the right but
not the obligation to increase the number of shares as necessary to cause the
transaction to qualify for such tax treatment.  In rendering their opinion,
Breyer & Associates PC may require and rely upon representations contained in
certificates of officers of Riverview, Today's Bancorp and others.

                                      A-46

<PAGE>



               (e)  Shareholder Vote.  The Today's Bancorp Shareholders shall
have approved of the transactions contemplated hereby by the requisite vote.

               (f)  Market Listing.  All of the shares of Riverview Common
Stock to be issued in the Corporate Merger shall have been qualified for
listing on Nasdaq.

                                   ARTICLE 8

                                 TERMINATION

          8.1   Termination.  This Merger Agreement and the Plans of Merger
may be terminated at any time prior to the Closing, as follows:

               (a)     By mutual consent in writing of the Parties;

               (b)  By Riverview and Riverview Community Bank, should Today's
Bancorp or Today's Bank fail to conduct its business pursuant to the covenants
made in Article 6 if such failure cannot be or has not been cured within
thirty (30) days after the giving of written notice to Today's Bancorp by
Riverview of such failure;

               (c)  By Riverview or Today's Bancorp in the event the Closing
shall not have occurred by September 30, 2003, unless the failure of the
Closing to occur shall be due to the failure of the Party seeking to terminate
this Merger Agreement to perform its obligations hereunder in a timely manner.
If Riverview and Riverview Community Bank shall have filed any and all
applications to obtain the requisite Government Approvals within sixty (60)
days of the date hereof, and if the Closing shall not have occurred solely
because of a delay caused by a government regulatory agency or authority in
its review of the application before it, then Today's Bancorp and Today's Bank
shall, upon Riverview's and Riverview Community Bank's written request, extend
the Closing Date until such time as all Government Approvals have been
obtained and any stipulated waiting periods have expired;

               (d)  By either Riverview or Today's Bancorp, upon written
notice to the other Party, upon denial of any Governmental Approval necessary
for the consummation of the Corporate Merger or the Bank Merger (or should
such approval be conditioned upon a substantial deviation from the
transactions contemplated); provided, however, that either Riverview or
Today's Bancorp may, upon written notice to the other, extend the term of this
Merger Agreement for only one sixty (60) day period to prosecute diligently
and overturn such denial, provided that such denial has been appealed within
ten (10) business days of the receipt thereof;

               (e)  By Riverview in the event the conditions set forth in
Section 7.2 or Section 7.3 are not satisfied in all material respects as of
the Closing Date, or by Today's Bancorp if the conditions set forth in Section
7.1 or Section 7.3 are not satisfied in all material respects as of the
Closing Date, and such failure has not been waived prior to the Closing;

               (f)  By Riverview or Today's Bancorp in the event that there
shall have been a material adverse change in the business, property, assets
(including loan portfolios), liabilities (whether absolute, accrued,
contingent or otherwise), prospects, operations, liquidity, income, condition
(financial or otherwise) of the other party, on a consolidated basis, other
than any changes attributable to law, regulation or GAAP or interpretations
thereof of general application to the banking industry;

               (g)  By Riverview or Today's Bancorp in the event that there
shall have been a material breach of any obligation of the other Party
hereunder and such breach shall not have been remedied within thirty (30) days
after receipt by the breaching Party of written notice from the other Party
specifying the nature of such breach and requesting that it be remedied;

               (h)  By Riverview should Today's Bancorp or Today's Bank enter
into any letter of intent or agreement with a view to being acquired by or
effecting a business combination with any other Person; or any

                                      A-47

<PAGE>



agreement to merge, to consolidate, to combine or to sell a material portion
of its assets or to be acquired in any other manner by any other Person or to
acquire a material amount of assets or a material equity position in any other
Person, whether financial or otherwise;

               (i)  By Riverview should Today's Bancorp or Today's Bank enter
into any formal agreement, letter of understanding, supervisory agreement,
cease and desist order, consent agreement, memorandum or other similar
arrangement with any bank regulatory agency; or

               (j)  By Riverview should there be any claim, action, suit,
investigation or other proceeding concerning state or federal securities law
matters pending or threatened before any court or governmental agency against
either Today's Bancorp or Today's Bank, or their respective officers and
directors for their service as officers or directors of Today's Bancorp or
Today's Bank.

     If a Party should elect to terminate this Merger Agreement pursuant to
subsections (b), (c), (d), (e), (f), (g), (h), (i) or (j) of this Section 8.1,
it shall give notice to the other Party, in writing, of its election in the
manner prescribed in Section 9.1 ("Notices") of this Merger Agreement.

          8.2   Effect of Termination.  In the event that this Merger
Agreement should be terminated pursuant to Section 8.1 hereof, all further
obligations of the Parties under this Merger Agreement shall terminate without
further liability of any Party to another, other than pursuant to Section 8.3
hereof; provided, however, that a termination under Section 8.1 hereof shall
not relieve any Party of any liability for a breach of this Merger Agreement
or for any misstatement or misrepresentation made hereunder prior to such
termination, or be deemed to constitute a waiver of any available remedy for
any such breach, misstatement or misrepresentation.

          8.3   Riverview Fee.  Today's Bancorp and Today's Bank hereby agree
to pay Riverview and Riverview Community Bank on demand (and in no event more
than three days after such demand) in immediately available funds, the greater
of Eight Hundred Fifty Thousand Dollars ($850,000) or Riverview's costs that
have been incurred in connection with this transaction (the "Riverview Fee")
if within eighteen (18) months after the date hereof the Corporate Merger has
not been completed and there occurs any of the events set forth in
subparagraphs (a), (b) or (c) below.  For purposes of this Section 8.3,
Riverview's costs shall include but not be limited to fees and expenses of its
investment advisors, fees and expenses of its counsel, fees and expenses of
its accountants, printing, postage and mailing of the proxy materials for the
Today's Bancorp Shareholders' Meeting to approve the transaction, and
registration and filing fees.

               (a)  After any person other than Riverview or an Affiliate of
Riverview acquires beneficial ownership of twenty five percent (25%) or more
of the then-outstanding Today's Bancorp Common Stock; or

               (b)  Today's Bancorp or Today's Bank, without having received
Riverview's and Riverview Community Bank's prior written consent, enters into
an agreement to engage in an Acquisition Transaction (as defined below) with
any person (the term "person" for purposes of this Section 8.3(b) having the
meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of the 1934 Act and
the rules and regulations thereunder) other than Riverview and Riverview
Community Bank or any of their respective Subsidiaries, or Today's Bancorp's
Board of Directors recommends that the Today's Bancorp Shareholders approve or
accept any Acquisition Transaction with any person other than Riverview and
Riverview Community Bank or any of their respective Subsidiaries.  For
purposes of this Section, "Acquisition Transaction" shall mean (a) a merger or
consolidation, or any similar transaction, involving Today's Bancorp or
Today's Bank, (b) a purchase, lease or other acquisition of all or
substantially all of the assets of Today's Bancorp or Today's Bank, or (c) a
purchase or other acquisition (including by way of merger, consolidation,
share exchange or otherwise) of securities representing fifteen percent (15%)
or more of the voting power of Today's Bancorp or Today's Bank; or

          (c)  A bona fide proposal is made by a third party to Today's
Bancorp or Today's Bank to engage in an Acquisition Transaction and after such
proposal is made any of the following events occurs:  Today's Bancorp
or Today's Bank breaches this Merger Agreement and such breach entitles
Riverview and Riverview Community Bank to

                                      A-48

<PAGE>



terminate this Merger Agreement; the Today's Bancorp Shareholders do not
approve this Merger Agreement at the Shareholders' Meeting; the Shareholders'
Meeting is not held or is canceled prior to termination of this Merger
Agreement for reasons other than the fault of Riverview and Riverview
Community Bank; or Today's Bancorp's Board of Directors modifies in a manner
adverse to Riverview and Riverview Community Bank its recommendation with
respect to this Merger Agreement.

     Notwithstanding the foregoing, Today's Bancorp and Today's Bank shall not
be obligated to pay to Riverview and Riverview Community Bank the Riverview
Fee if, prior to the occurrence of any of the events specified in Section
8.3(a), (b) or (c), either (i) Riverview terminates the Merger Agreement in
accordance with the terms hereof other than pursuant to Section 8.1(g) hereof
as a result of a breach of any obligation of Today's Bancorp or Today's Bank
hereunder or (ii) Today's Bancorp validly terminates this Merger Agreement
pursuant to Section 8.1(a), (c), (d), (e) or (g) (but only pursuant to Section
8.1(g) in the event that Riverview or Riverview Community Bank materially
breaches a representation, warranty or covenant contained herein and, as a
result thereof, Today's Bancorp exercises its right to terminate this Merger
Agreement under Section 8.1(g) at a time when Riverview and Riverview
Community Bank were not entitled to terminate this Merger Agreement under
Section 8.1(g)).  The parties further agree that this Section 8.3 is without
prejudice to any other rights that the parties hereto may have for any failure
to perform this Merger Agreement.

                                   ARTICLE 9

                              GENERAL PROVISIONS

          9.1   Notices.  Any notice, request, demand and other communication
which either Party hereto may desire or may be required hereunder to give
shall be in writing and shall be deemed to be duly given if delivered
personally or mailed by certified or registered mail (postage prepaid, return
receipt requested), air courier or facsimile transmission, addressed or
transmitted to such other Party as follows:

If to Today's Bancorp and Today's Bank:   Today's Bancorp, Inc.
                                          204 SE Park Plaza Drive, #109
                                          Vancouver, Washington 98668-2669
                                          Fax:   (360) 258-3445
                                          Attn:  Dan Heine, President and
                                                 Chief Executive Officer

With copies to:                           Foster, Pepper & Tooze LLP
                                          101 SW Main Street
                                          15th Floor
                                          Portland, Oregon 97204
                                          Fax:   (503) 221-1510
                                          Attn:  Gordon E. Crim, Esq.

If to Riverview and
  Riverview Community Bank:               Riverview Bancorp, Inc.
                                          900 Washington Street
                                          Suite 900
                                          Vancouver, Washington  98660
                                          Fax:   (360) 693-6275
                                          Attn:  Patrick Sheaffer, Chairman of
                                                 the Board and Chief Executive
                                                 Officer

                                      A-49

<PAGE>



With a copy to:                           Breyer & Associates PC
                                          8180 Greensboro Drive
                                          Suite 785
                                          McLean, Virginia 22102
                                          Fax:   (703) 883-2511
                                          Attn:  John F. Breyer, Jr., Esq.

or to such other address as any Party hereto may hereafter designate to the
other Parties in writing.  Notice shall be deemed to have been given on the
date reflected in the proof or evidence of delivery, or if none, on the date
actually received.

          9.2   Assignability and Parties in Interest.  This Merger Agreement
shall not be assignable by any of the Parties hereto; provided, however, that
Riverview and Riverview Community Bank may assign, set over and transfer all,
or any part of their rights and obligations under this Merger Agreement to any
one or more of their present or future Affiliates.  This Merger Agreement
shall inure to the benefit of, and be binding only upon the Parties hereto and
their respective successors and permitted assigns and no other Persons.

          9.3   Governing Law.  This Merger Agreement shall be governed by,
and construed and enforced in accordance with, the internal laws, and not the
laws pertaining to choice or conflicts of laws, of the State of Washington,
unless and to the extent that federal law controls.  Any dispute arising
between the Parties in connection with the transactions which are the subject
of this Merger Agreement shall be heard in a court of competent jurisdiction
located in Clark County, Washington.

          9.4   Counterparts.  This Merger Agreement may be executed
simultaneously in one or more counterparts (any of which may be facsimile
copies), each of which shall be deemed an original, but all of which shall
constitute but one and the same instrument.

          9.5   Publicity.  The Parties agree that press releases and other
public announcements to be made by any of them with respect to the
transactions contemplated hereby shall be subject to mutual agreement.

          9.6   Entire Agreement.  This Merger Agreement, together with the
Confidentiality Agreement dated October 2, 2002 between the Parties and the
Plans of Merger which are attached as Exhibit A and Exhibit B hereto, the
schedules, exhibits and certificates required to be delivered hereunder and
any amendments or addenda hereafter executed and delivered in accordance with
Section 9.8 hereof constitute the entire agreement of the Parties hereto
pertaining to the transaction contemplated hereby and supersede all prior
written and oral (and all contemporaneous oral) agreements and understandings
of the Parties hereto concerning the subject matter hereof.  The schedules,
annexes, exhibits and certificates attached hereto or furnished pursuant to
this Merger Agreement are hereby incorporated as integral parts of this Merger
Agreement.  Except as provided herein, by specific language and not by mere
implication, this Merger Agreement is not intended to confer upon any other
person not a Party to this Merger Agreement any rights or remedies hereunder.

          9.7   Severability.  If any portion or provision of this Merger
Agreement should be determined by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any jurisdiction, such portion or
provision shall be ineffective as to that jurisdiction to the extent of such
invalidity, illegality or unenforceability, without affecting in any way the
validity or enforceability of the remaining portions or provisions hereof in
such jurisdiction or rendering that or any other portions or provisions of
this Merger Agreement invalid, illegal or unenforceable in any other
jurisdiction.

          9.8   Modifications, Amendments and Waivers.  At any time prior to
the Closing or termination of this Merger Agreement, the Parties may, solely
by written agreement executed by their duly authorized officers:

               (a)  extend the time for the performance of any of the
obligations or other acts of the other Party hereto;

                                      A-50

<PAGE>



               (b)  waive any inaccuracies in the representations and
warranties made by the other Party contained in this Merger Agreement or in
the schedules or exhibits hereto or any other document delivered pursuant to
this Merger Agreement;

               (c)  waive compliance with any of the covenants or agreements
of the other Party contained in this Merger Agreement; and

               (d)  amend or add to any provision of this Merger Agreement or
the Plans of Merger; provided, however, that no provision of this Merger
Agreement may be amended or added to except by an agreement in writing signed
by the Parties hereto or their respective successors in interest and expressly
stating that it is an amendment to this Merger Agreement.

          9.9   Interpretation.  The headings contained in this Merger
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Merger Agreement.

          9.10   Payment of Expenses.  Except as set forth herein, Riverview,
Riverview Community Bank and Today's Bancorp and Today's Bank shall each pay
its own fees and expenses (including, without limitation, legal fees and
expenses) incurred by it in connection with the transactions contemplated
hereunder.

          9.11   Equitable Remedies.  The Parties hereto agree that, in the
event of a breach of this Merger Agreement by Today's Bancorp and Today's
Bank, Riverview and Riverview Community Bank will be without an adequate
remedy at law by reason of the unique nature of Today's Bancorp and Today's
Bank.  In recognition thereof, in addition to (and not in lieu of) any
remedies at law which may be available to Riverview, Riverview shall be
entitled, at its sole discretion, either (i) to obtain equitable relief,
including the remedies of specific performance and injunction, in the event of
a breach of this Merger Agreement by Today's Bancorp or Today's Bank or (ii)
if applicable, to receive the payment described in Section 8.3 hereof.
Today's Bancorp and Today's Bank covenant that they shall not contend in any
such proceeding that Riverview and Riverview Community Bank are not entitled
to a decree of specific performance by reason of having an adequate remedy at
law.  Notwithstanding the foregoing, if Today's Bancorp and Today's Bank
accept an Acquisition Proposal from a third party and Riverview and Riverview
Community Bank receive an opinion of counsel from Today's Bancorp and Today's
Bank that the failure of the Boards of Directors of Today's Bancorp and
Today's Bank to accept such Acquisition Proposal would constitute a breach of
such directors' fiduciary duty to the Today's Bancorp Shareholders, Riverview
and Riverview Community Bank shall not be entitled to the equitable remedy of
specific performance.  No attempt on the part of Riverview and Riverview
Community Bank to obtain such equitable relief shall be deemed to constitute
an election of remedies by Riverview which would preclude Riverview from
obtaining any remedies at law to which they would otherwise be entitled.

          9.12   Attorneys' Fees.  If any Party hereto shall bring an action
at law or in equity to enforce its rights under this Merger Agreement
(including an action based upon a misrepresentation or the breach of any
warranty, covenant, agreement or obligation contained herein), the prevailing
Party in such action shall be entitled to recover from the other Party its
reasonable costs and expenses necessarily incurred in connection with such
action (including fees, disbursements and expenses of attorneys and costs of
investigation).

          9.13   No Waiver.  No failure, delay or omission of or by any Party
in exercising any right, power or remedy upon any breach or default of any
other Party shall impair any such rights, powers or remedies of the Party not
in breach or default, nor shall it be construed to be a waiver of any such
right, power or remedy, or an acquiescence in any similar breach or default;
nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring.  Any waiver,
permit, consent or approval of any kind or character on the part of any Party
of any provisions of this Merger Agreement must be in writing and must be
executed by the Parties to this Merger Agreement and shall be effective only
to the extent specifically set forth in such writing.

          9.14   Remedies Cumulative.  All remedies provided in this Merger
Agreement, by law, equity or otherwise, shall be cumulative and not
alternative.

                                      A-51

<PAGE>



          9.15   Non-Survival of Representations and Warranties.  No
representations and warranties made by the Parties hereto or in any instrument
or document furnished in connection herewith shall survive the Closing.  This
Section 9.15 shall not apply to covenants and agreements which by their terms
are intended to be performed after the Closing or the termination of this
Merger Agreement.  Nothing in this Section 9.15 shall limit Today's Bancorp's
and Today's Bank's or Riverview's and Riverview Community Bank's rights or
remedies for misrepresentations, breaches of this Merger Agreement or any
other improper action or inaction by the other Party hereto prior to its
termination.

                                   * * * * *

                                      A-52

<PAGE>



     IN WITNESS WHEREOF, each of the Parties hereto has duly executed and
delivered this Merger Agreement or has caused this Merger Agreement to be
executed and delivered in its name and on its behalf by its representative
thereunto duly authorized, all as of the date first written above.

                                         TODAY'S BANCORP, INC.

                                         By:  /s/Dan Heine
                                            --------------------------------
                                              Dan Heine
                                         Its: President and Chief Executive
                                              Officer

ATTEST:

/s/Fred Zack
- -----------------------------
Fred Zack, Vice President

                                         TODAY'S BANCORP, INC.

                                         By:  /s/Dan Heine
                                            --------------------------------
                                              Dan Heine
                                         Its: President and Chief Executive
                                              Officer

ATTEST:

/s/Fred Zack
- -----------------------------
Fred Zack, Vice President


                                         RIVERVIEW BANCORP, INC.

                                          By:  /s/Patrick Sheaffer
                                            --------------------------------
                                               Patrick Sheaffer
                                         Its:  Chairman and Chief Executive
                                               Officer

ATTEST:

/s/Phyllis Kreibich
- -----------------------------
Phyllis Kreibich, Secretary

                                         RIVERVIEW COMMUNITY BANK

                                          By:  /s/Patrick Sheaffer
                                            --------------------------------
                                               Patrick Sheaffer
                                         Its:  Chairman and Chief Executive
                                               Officer

ATTEST:

/s/Phyllis Kreibich
- -----------------------------
Phyllis Kreibich, Secretary

                                      A-53

<PAGE>



                                APPENDIX B

                OPINION OF CAPITAL MARKET SECURITIES, INC.

<PAGE>



February 3, 2003

Board of Directors
Today's Bancorp, Inc.
204 SE Park Plaza Drive  #109
Vancouver, WA  98668-2669

Members of the Board:

You have requested our opinion as to the fairness, from a financial point of
view, of the consideration to be received by the common shareholders of
Today's Bancorp, Inc. (the "Company") pursuant to the Agreement and Plans of
Merger dated February 3, 2003 (the "Agreement") by and between the Company,
Today's Bank and Riverview Bancorp, Inc. ("Riverview").  At the Effective
Time, as defined in the Agreement, the Company will be merged with and into
Riverview (the "Merger") and the Company's shareholders shall receive an
aggregate of $8,689,928 in cash and $7,109,940 in Riverview common shares as
described in the Agreement, subject to certain adjustments as provided in the
Agreement. Additionally, holders of the Company's warrants and stock options
will be paid cash in the amount equal to the amount that the Per Share Cash
Consideration exceeds the exercise price per share of such option or warrant
issued in connection with the 2002 Warrant Plan shall receive $1.268 for each
warrant upon surrender, subject to certain adjustments. The complete terms of
the proposed transaction are described in the Agreement, and this summary is
qualified in its entirety by reference thereto.

Capital Market Securities, Inc. ("Capital Market Securities") as part of its
business is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions and valuations for
corporate and other purposes.  We are familiar with the market for common
stocks of publicly traded financial institutions and are familiar with the
Company and Riverview, having acted as financial advisor to the Company in
connection with, and having participated in the negotiations leading to, the
Agreement.  We are acting as financial advisor to the Company in connection
with the Merger and will receive a fee for our services, a significant portion
of which is payable upon the consummation of the Merger.

In arriving at our opinion, we have among other things:

(i)     Reviewed the draft form of the Agreement dated January 30__, 2003;

(ii)    Reviewed certain historical financial and other information concerning
        the Company for the four fiscal years ended December 31, 2001, and for
        the four quarters ended March 31, June 30, and September 30, and
        December 31, 2002;

(iii)   Reviewed certain historical financial and other information concerning
        Riverview for the five fiscal years ended December 31, 2001, and for
        the three quarters ended March 31, June 30, and September 30, 2002;

(iv)    Held discussions with the senior management of the Company and
        Riverview with respect to their past and current financial
        performance, financial condition and future prospects;

(v)     Reviewed certain internal financial data, projections and other
        information of the Company including financial projections prepared by
        management;

(vi)    Analyzed certain publicly available information of other financial
        institutions that we deemed comparable or otherwise relevant to our
        inquiry, and compared the Company and Riverview from a financial point
        of view with certain of these institutions;

                                      B-1

<PAGE>



                                                              February 3, 2003
                                                                 Page 2 of Two

(vii)   Compared the consideration to be received by the stockholders of the
        Company pursuant to the Agreement with the consideration received by
        stockholders in other acquisitions of financial institutions that we
        deemed comparable or otherwise relevant to our inquiry;

(viii)  Reviewed historical trading activity and ownership data of Riverview
        common stock and considered the prospects for dividends and price
        movement;

(ix)    Reviewed historical trading activity and ownership data of the
        Company's common stock and considered the prospects for dividends and
        market pricing; and

(x)     Conducted such other financial studies, analyses and investigations
        and reviewed such other information as we deemed appropriate to enable
        us to render our opinion.  In our review, we have also taken into
        account an assessment of general economic, market and financial
        conditions and certain industry trends and related matters.

In our review and analysis and in arriving at our opinion we have assumed and
relied upon the accuracy and completeness of all the financial information
publicly available or provided to us by the Company and Riverview and in the
discussions with their managements, and have not attempted to verify any of
such information.  We have assumed (i) that the financial projections of the
Company provided to us with respect to the results of operations likely to be
achieved by the Company have been prepared on a basis reflecting the best
currently available estimates and judgments of the Company's management as to
future financial performance and results and (ii) that such forecasts and
estimates will be realized in the amounts and in the time periods currently
estimated by management.  We have also assumed, without independent
verification, that the aggregate reserves for possible loan losses for the
Company and Riverview are adequate to cover such losses.  We have assumed that
the Merger is, and will be, in compliance with all laws and regulations that
are applicable to the Company and Riverview.  We did not make or obtain any
independent evaluations or appraisals of any assets or liabilities of the
Company, Riverview or any of their respective subsidiaries nor did we verify
any of the Company's or Riverview's books or records or review any individual
loan credit files.

Our opinion is necessarily based upon market, economic and other conditions as
they exist and can be evaluated as of the date of this letter.  In rendering
our opinion, we have assumed that in the course of obtaining the necessary
approvals for the Merger, no restrictions or conditions will be imposed that
would have a material adverse effect on the contemplated benefits of the
merger to Riverview or the ability to consummate the Merger.  This opinion is
being furnished for the use and benefit of the Board of Directors of the
Company and is not a recommendation to any shareholder as to how such
shareholder should vote with respect to the Merger.  Capital Market Securities
has advised the Board that it does not believe any person other than the Board
has the legal right to rely on the opinion and, absent any controlling
precedent, would resist any assertion otherwise.  This opinion may be included
in its entirety in the proxy statement of the Company used to solicit
shareholder approval of the Merger.  We express no opinion on matters of a
legal, regulatory, tax or accounting nature or the ability of the merger, as
set forth in the Agreement, to be consummated.

Based upon and subject to the foregoing, it is our opinion that as of the date
hereof the consideration to be received by holders of the Common Stock
pursuant to the Agreement is fair to such holders from a financial point of
view.

                                         Very truly yours,


                                         /s/ Capital Market Securities, Inc.

                                         Capital Market Securities, Inc.

                                      B-2

<PAGE>



                                APPENDIX C

           CHAPTER 13 OF THE WASHINGTON BUSINESS CORPORATION ACT


<PAGE>




           Chapter 13 of the Washington Business Corporation Act


23B.13.010  Definitions.  As used in this chapter:

         (1) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action, or the surviving or acquiring corporation by
merger or share exchange of that issuer.

         (2) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under RCW 23B.13.020 and who exercises that right when and in
the manner required by RCW 23B.13.200 through 23B.13.280.

         (3) "Fair value," with respect to a dissenter's shares, means the
value of the shares immediately before the effective date of the corporate
action to which the dissenter objects, excluding any appreciation or
depreciation in anticipation of the corporate action unless exclusion would be
inequitable.

         (4) "Interest" means interest from the effective date of the
corporate action until the date of payment, at the average rate currently paid
by the corporation on its principal bank loans or, if none, at a rate that is
fair and equitable under all the circumstances.

         (5) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares
to the extent of the rights granted by a nominee certificate on file with a
corporation.

         (6) "Beneficial shareholder" means the person who is a beneficial
owner of shares held in a voting trust or by a nominee as the record
shareholder.

         (7) "Shareholder" means the record shareholder or the beneficial
shareholder.

23B.13.020  Right to dissent.  (1) A shareholder is entitled to dissent from,
and obtain payment of the fair value of the shareholder's shares in the event
of, any of the following corporate actions:

              (a)  Consummation of a plan of merger to which the corporation
is a party (i) if shareholder approval is required for the merger by RCW
23B.11.030, 23B.11.080, or the articles of incorporation and the shareholder
is entitled to vote on the merger, or (ii) if the corporation is a subsidiary
that is merged with its parent under RCW 23B.11.040;

              (b) Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be acquired, if
the shareholder is entitled to vote on the plan;

              (c) Consummation of a sale or exchange of all, or substantially
all, of the property of the corporation other than in the usual and regular
course of business, if the shareholder is entitled to vote on the sale or
exchange, including a sale in dissolution, but not including a sale pursuant
to court order or a sale for cash pursuant to a plan by which all or
substantially all of the net proceeds of the sale will be distributed to the
shareholders within one year after the date of sale;

              (d) An amendment of the articles of incorporation that
materially reduces the number of shares owned by the shareholder to a fraction
of a share if the fractional share so created is to be acquired for cash under
RCW 23B.06.040; or

              (e) Any corporate action taken pursuant to a shareholder vote to
the extent the articles of incorporation, bylaws, or a resolution of the board
of directors provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.

                                       C-1
<PAGE>



         (2) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this chapter may not challenge the corporate action
creating the shareholder's entitlement unless the action fails to comply with
the procedural requirements imposed by this title, RCW 25.10.900 through
25.10.955 the articles of incorporation, or the bylaws, or is fraudulent with
respect to the shareholder or the corporation.

         (3) The right of a dissenting shareholder to obtain payment of the
fair value of the shareholder's shares shall terminate upon the occurrence of
any one of the following events:

              (a) The proposed corporate action is abandoned or rescinded;

              (b) A court having jurisdiction permanently enjoins or sets
aside the corporate action; or

              (c) The shareholder's demand for payment is withdrawn with the
written consent of the corporation.

23B.13.030  Dissent by nominees and beneficial owners.  (1) A record
shareholder may assert dissenters' rights as to fewer than all the shares
registered in the shareholder's name only if the shareholder dissents with
respect to all shares beneficially owned by any one person and notifies the
corporation in writing of the name and address of each person on whose behalf
the shareholder asserts dissenters' rights.  The rights of a partial dissenter
under this subsection are determined as if the shares as to which the
dissenter dissents and the dissenter's other shares were registered in the
names of different shareholders.

         (2) A beneficial shareholder may assert dissenters' rights as to
shares held on the beneficial shareholder's behalf only if:

              (a) The beneficial shareholder submits to the corporation the
record shareholder's written consent to the dissent not later than the time
the beneficial shareholder asserts dissenters' rights; and

              (b) The beneficial shareholder does so with respect to all
shares of which such shareholder is the beneficial shareholder or over which
such shareholder has power to direct the vote.

23B.13.200  Notice of dissenters' rights.  (1) If proposed corporate action
creating dissenters' rights under RCW 23B.13.020 is submitted to a vote at a
shareholders' meeting, the meeting notice must state that shareholders are or
may be entitled to assert dissenters' rights under this chapter and be
accompanied by a copy of this chapter.

         (2) If corporate action creating dissenters' rights under RCW
23B.13.020 is taken without a vote of shareholders, the corporation, within
ten days after the effective date of such corporate action, shall notify in
writing all shareholders entitled to assert dissenters' rights that the action
was taken and send them the dissenters' notice described in RCW 23B.13.220.

23B.13.210  Notice of intent to demand payment.  (1) If proposed corporate
action creating dissenters' rights under RCW 23B.13.020 is submitted to a vote
at a shareholders' meeting, a shareholder who wishes to assert dissenters'
rights must (a) deliver to the corporation before the vote is taken written
notice of the shareholder's intent to demand payment for the shareholder's
shares if the proposed action is effected, and (b) not vote such shares in
favor of the proposed action.

         (2) A shareholder who does not satisfy the requirements of subsection
(1) of this section is not entitled to payment for the shareholder's shares
under this chapter.

23B.13.220  Dissenters' notice.  (1) If proposed corporate action creating
dissenters' rights under RCW 23B.13.020 is authorized at a shareholders'
meeting, the corporation shall deliver a written dissenters' notice to all
shareholders who satisfied the requirements of RCW 23B.13.210.

         (2) The dissenters' notice must be sent within ten days after the
effective date of the corporate action, and must:

                                       C-2
<PAGE>



              (a) State where the payment demand must be sent and where and
when certificates for certificated shares must be deposited;

              (b) Inform holders of uncertificated shares to what extent
transfer of the shares will be restricted after the payment demand is
received;

              (c) Supply a form for demanding payment that includes the date
of the first announcement to news media or to shareholders of the terms of the
proposed corporate action and requires that the person asserting dissenters'
rights certify whether or not the person acquired beneficial ownership of the
shares before that date;

              (d) Set a date by which the corporation must receive the payment
demand, which date may not be fewer than thirty nor more than sixty days after
the date the notice in subsection (1) of this section is delivered; and

              (e) Be accompanied by a copy of this chapter.

23B.13.230  Duty to demand payment.  (1) A shareholder sent a dissenters'
notice described in RCW 23B.13.220 must demand payment, certify whether the
shareholder acquired beneficial ownership of the shares before the date
required to be set forth in the dissenters' notice pursuant to RCW
23B.13.220(2)(c), and deposit the shareholder's certificates in accordance
with the terms of the notice.

         (2) The shareholder who demands payment and deposits the
shareholder's share certificates under subsection (1) of this section retains
all other rights of a shareholder until the proposed corporate action is
effected.

         (3) A shareholder who does not demand payment or deposit the
shareholder's share certificates where required, each by the date set in the
dissenters' notice, is not entitled to payment for the shareholder's shares
under this chapter.

23B.13.240  Share restrictions.  (1) The corporation may restrict the transfer
of uncertificated shares from the date the demand for their payment is
received until the proposed corporate action is effected or the restriction is
released under RCW 23B.13.260.

         (2) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until the
effective date of the proposed corporate action.

23B.13.250  Payment.  (1) Except as provided in RCW 23B.13.270, within thirty
days of the later of the effective date of the proposed corporate action, or
the date the payment demand is received, the corporation shall pay each
dissenter who complied with RCW 23B.13.230 the amount the corporation
estimates to be the fair value of the shareholder's shares, plus accrued
interest.

         (2) The payment must be accompanied by:

              (a) The corporation's balance sheet as of the end of a fiscal
year ending not more than sixteen months before the date of payment, an income
statement for that year, a statement of changes in shareholders' equity for
that year, and the latest available interim financial statements, if any;

              (b) An explanation of how the corporation estimated the fair
value of the shares;

              (c) An explanation of how the interest was calculated;

              (d) A statement of the dissenter's right to demand payment under
RCW 23B.13.280; and

              (e) A copy of this chapter.

                                       C-3
<PAGE>


23B.13.260  Failure to take action.  (1) If the corporation does not effect
the proposed action within sixty days after the date set for demanding payment
and depositing share certificates, the corporation shall return the deposited
certificates and release any transfer restrictions imposed on uncertificated
shares.

         (2) If after returning deposited certificates and releasing transfer
restrictions, the corporation wishes to undertake the proposed action, it must
send a new dissenters' notice under RCW 23B.13.220 and repeat the payment
demand procedure.

23B.13.270  After-acquired shares.  (1) A corporation may elect to withhold
payment required by RCW 23B.13.250 from a dissenter unless the dissenter was
the beneficial owner of the shares before the date set forth in the
dissenters' notice as the date of the first announcement to news media or to
shareholders of the terms of the proposed corporate action.

         (2) To the extent the corporation elects to withhold payment under
subsection (1) of this section, after taking the proposed corporate action, it
shall estimate the fair value of the shares, plus accrued interest, and shall
pay this amount to each dissenter who agrees to accept it in full satisfaction
of the dissenter's demand.  The corporation shall send with its offer an
explanation of how it estimated the fair value of the shares, an explanation
of how the interest was calculated, and a statement of the dissenter's right
to demand payment under RCW 23B.13.280.

23B.13.280  Procedure if shareholder dissatisfied with payment or offer.  (1)
A dissenter may notify the corporation in writing of the dissenter's own
estimate of the fair value of the dissenter's shares and amount of interest
due, and demand payment of the dissenter's estimate, less any payment under
RCW 23B.13.250, or reject the corporation's offer under RCW 23B.13.270 and
demand payment of the dissenter's estimate of the fair value of the
dissenter's shares and interest due, if:

              (a) The dissenter believes that the amount paid under RCW
23B.13.250 or offered under RCW 23B.13.270 is less than the fair value of the
dissenter's shares or that the interest due is incorrectly calculated;

              (b) The corporation fails to make payment under RCW 23B.13.250
within sixty days after the date set for demanding payment; or

              (c) The corporation does not effect the proposed action and does
not return the deposited certificates or release the transfer restrictions
imposed on uncertificated shares within sixty days after the date set for
demanding payment.

         (2) A dissenter waives the right to demand payment under this section
unless the dissenter notifies the corporation of the dissenter's demand in
writing under subsection (1) of this section within thirty days after the
corporation made or offered payment for the dissenter's shares.

23B.13.300  Court action.  (1) If a demand for payment under RCW 23B.13.280
remains unsettled, the corporation shall commence a proceeding within sixty
days after receiving the payment demand and petition the court to determine
the fair value of the shares and accrued interest.  If the corporation does
not commence the proceeding within the sixty-day period, it shall pay each
dissenter whose demand remains unsettled the amount demanded.

         (2) The corporation shall commence the proceeding in the superior
court of the county where a corporation's principal office, or, if none in
this state, its registered office, is located.  If the corporation is a
foreign corporation without a registered office in this state, it shall
commence the proceeding in the county in this state where the registered
office of the domestic corporation merged with or whose shares were acquired
by the foreign corporation was located.

         (3) The corporation shall make all dissenters, whether or not
residents of this state, whose demands remain unsettled, parties to the
proceeding as in an action against their shares and all parties must be served
with a copy of the petition.  Nonresidents may be served by registered or
certified mail or by publication as provided by law.

                                       C-4
<PAGE>



         (4) The corporation may join as a party to the proceeding any
shareholder who claims to be a dissenter but who has not, in the opinion of
the corporation, complied with the provisions of this chapter.  If the court
determines that such shareholder has not complied with the provisions of this
chapter, the shareholder shall be dismissed as a party.

         (5) The jurisdiction of the court in which the proceeding is
commenced under subsection (2) of this section is plenary and exclusive.  The
court may appoint one or more persons as appraisers to receive evidence and
recommend decision on the question of fair value.  The appraisers have the
powers described in the order appointing them, or in any amendment to it.  The
dissenters are entitled to the same discovery rights as parties in other civil
proceedings.

         (6) Each dissenter made a party to the proceeding is entitled to
judgment (a) for the amount, if any, by which the court finds the fair value
of the dissenter's shares, plus interest, exceeds the amount paid by the
corporation, or (b) for the fair value, plus accrued interest, of the
dissenter's after-acquired shares for which the corporation elected to
withhold payment under RCW 23B.13.270.

23B.13.310  Court costs and counsel fees.  (1) The court in a proceeding
commenced under RCW 23B.13.300 shall determine all costs of the proceeding,
including the reasonable compensation and expenses of appraisers appointed by
the court.  The court shall assess the costs against the corporation, except
that the court may assess the costs against all or some of the dissenters, in
amounts the court finds equitable, to the extent the court finds the
dissenters acted arbitrarily, vexatiously, or not in good faith in demanding
payment under RCW 23B.13.280.

         (2) The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds equitable:

              (a) Against the corporation and in favor of any or all
dissenters if the court finds the corporation did not substantially comply
with the requirements of RCW 23B.13.200 through 23B.13.280; or

              (b) Against either the corporation or a dissenter, in favor of
any other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith
with respect to the rights provided by chapter 23B.13 RCW.

         (3) If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly situated, and that
the fees for those services should not be assessed against the corporation,
the court may award to these counsel reasonable fees to be paid out of the
amounts awarded the dissenters who were benefitted.

                                       C-5
<PAGE>


                                APPENDIX D

                 FINANCIAL INFORMATION FOR TODAY'S BANCORP

<PAGE>





                            FINANCIAL INFORMATION
                                  REGARDING
                            TODAY'S BANCORP, INC.

                             Table of Contents


                                                                       Page


Management's Discussion and Analysis of Financial Condition
and Results of Operations for Today's Bancorp, Inc.................    D-1

Independent Auditors' Report.......................................    D-21

Consolidated Balance Sheets as of December 31, 2002 and 2001.......    D-22

Consolidated Statements of Operations and Comprehensive Income
(Loss) for the years ended December 31, 2002 and 2001..............    D-23

Consolidated Statements of Changes in Stockholders' Equity for the
years ended December 31, 2002 and 2001.............................    D-25

Consolidated Statements of Cash Flows for the years ended December
31, 2002 and 2001..................................................    D-26

Notes to Consolidated Financial Statements.........................    D-28

                                      D-1

<PAGE>



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

General

     Today's Bancorp, Inc. ("Bancorp") was organized in 2002 for the purpose
of becoming a holding company for Today's Bank, a Washington state-chartered,
commercial bank that commenced operations February 1, 1999.  Today's Bancorp
maintains it its executive offices at the main office of Today's Bank
("Bank"), at 204 S.E. Park Plaza Drive, Suite 109, Vancouver, Washington.

     Today's Bancorp conducts business through Today's Bank, its sole
operating subsidiary, and does not engage in any other substantive activities.
The Bank conducts business through a multi-branch, sales and service
distribution system, including three office locations, a mobile branch courier
system and on-line banking.

     Management's Discussion and Analysis of Financial Condition and Results
of Operations is intended to assist in understanding the financial condition
and results of operations of Today's Bancorp, Inc.   The information contained
in this section should be read in conjunction with the Consolidated Financial
Statements and accompanying Notes thereto.

Forward-Looking Statements

     Management's Discussion and Analysis and other portions of this report
contain certain "forward-looking statements" concerning the future operations
of Today's Bancorp, Inc. and its wholly owned subsidiary, Today's Bank.
Management desires to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 and is including this
statement for the express purpose of availing Today's Bancorp, Inc. of the
protections of such safe harbor with respect to all "forward-looking
statements" contained in our Annual Report.  Bancorp has used "forward-looking
statements" to describe future plans and strategies, including its
expectations of Bancorp's future financial results.  Management's ability to
predict results or the effect of future plans or strategies is inherently
uncertain.  Factors which could affect actual results include interest rate
trends, the general economic climate in Bancorp's market area and the country
as a whole, the ability of Bancorp to control costs and expenses, deposit
flows, demand for mortgages and other loans, real estate value and vacancy
rates, the ability of Bancorp to efficiently incorporate acquisitions into its
operations, competition, loan delinquency rates, and changes in federal and
state regulations.  These factors should be considered in evaluating the
"forward-looking statements," and undue reliance should not be placed on such
statements.  Bancorp does not undertake to update any forward-looking
statement that may be made on behalf of Bancorp.

Business Strategy

     The Bank offers commercial and personal banking services to small- and
medium-sized businesses, professionals and individual customers.  The Bank's
philosophy has been to attract and retain highly motivated, competent staff,
pay attractive rates on deposits, maintain a low-cost investment in real
property, and market the advantages of local, timely decision-making on loans.
The Bank has been successful in growing revenues by providing a superior level
of service which has resulted in most new business being referred by satisfied
customers and professional firms.

     The Bank has pursued an aggressive growth strategy to create long-term
economic value for our shareholders.  Operations over the initial years have
focused on the growth of business and the building of a unique culture and
infrastructure comprised of talented staff, quality operating systems and
technology, distinctive marketing, and an efficient distribution system.  The
Bank's business plan has been designed to achieve a steady and orderly
increase in assets, brand awareness and market share.  Our objective has been
to build a "high-performance" bank that will ultimately have the size and
profitability to enjoy competitive advantages in the market for business
banking services, and to provide enhanced shareholder value and liquidity for
our common stock.

                                      D-2

<PAGE>



Products and Services

     The Bank offers its customers a broad range of  traditional banking
products and services, principally to small and medium-sized businesses,
professional and retail customers.

     Loan Products.  The Bank offers specialized loans for its business and
commercial customers, including equipment and inventory financing, real estate
construction loans and SBA loans for qualified businesses.  Commercial lending
is the primary focus of the Bank's lending activities and a significant
portion of the Bank's loan portfolio consists of commercial loans.  For
regulatory reporting purposes, a substantial portion of the Bank's commercial
loans are designated as real estate loans, because the loans are secured by
mortgages and trust deeds on real property, even though the loans may be made
for purposes of financing commercial activities, such as accounts receivable,
equipment purchases and leasing.  To accommodate the personal financial needs
of principals and key employees of its commercial loan customers, the Bank
offers real estate financing and consumer loans.  Generally, however, these
loans constitute only a small portion of the loan portfolio, approximately 10%
as of December 31, 2002.

     Deposit Products and Other Services.  The Bank offers a variety of
traditional bank deposit products to attract both commercial and consumer
deposits through checking and savings accounts, money market accounts, and
certificates of deposit. These accounts earn interest at rates established by
management based on competitive market factors and management's desire to
increase certain types or maturities of deposit liabilities. The Bank also
offers travelers' checks, money orders, automated teller machines and a mobile
branch courier service.

     Selected Financial Data.  The following tables show summarized historical
financial data for Bancorp.

                                              At December 31,
                                -------------------------------------------
                                  2002       2001        2000        1999
                                --------   --------    --------    --------
                                              (In thousands)

Financial Condition Data:

Total assets                    $122,377   $ 81,279    $ 41,410    $ 18,892
Loans receivable, net             91,164     63,910      32,301      11,249
Cash and interest-bearing
 deposits                         21,247      6,930       3,868       1,793
Investment securities held to
 maturity, at amortized cost          --      3,274       1,500       1,499
Investment securities available
 for sale, at fair value           6,259      4,190       2,447       3,432
Deposit accounts                 111,809     73,579      35,539      13,516
Fed Funds Purchased/Borrowings     1,430      1,899         444           -
Shareholders' equity               8,742      5,361       5,011       5,221


                       (table continued on following page)

                                      D-3

<PAGE>



                                         For Year Ended December 31,
                                -------------------------------------------
                                  2002       2001        2000       1999 (5)
                                --------   --------    --------    --------

Operating Data:

Interest income                  $ 7,054    $ 4,317     $ 2,557     $  789
Interest expense                   3,183      2,198       1,145        281
                                 -------    -------     -------     ------
Net interest income                3,871      2,119       1,412        508
Provision for loan losses          3,264        533         213        114
                                 -------    -------     -------     ------
Net interest income after
 provision for loan losses           607      1,586       1,199        394
Gains from sales of loans,
 securities and real estate
 owned                               100         41          (1)         -
Other non-interest income            232        110          43         10
Non-interest expenses              3,384      1,910       1,476      1,133
                                 -------    -------     -------     ------
Income before federal income
 tax benefit                      (2,445)      (173)       (235)      (729)
Federal income tax benefit          (812)      (528)         --         --
                                 -------    -------     -------     ------
Net income (loss)                $(1,633)   $   355     $  (235)    $ (729)
                                 =======    =======     =======     ======


                                    At or For the Year Ended December 31,
                                -------------------------------------------
                                  2002       2001        2000        1999
                                --------   --------    --------    --------

Key Financial Ratios:

Performance Ratios:
  Return on average assets(1)    (1.55)%     0.63%       (0.79)%     (4.83)%
  Return on average equity(2)   (19.05)      6.85        (4.67)     (12.69)
  Dividend payout ratio             --         --           --           -
  Interest rate spread            3.38       3.21         3.98        2.33
  Net interest margin(3)          3.93       4.03         5.11        3.74
  Non-interest expense to
   average assets                 3.22       3.63         5.13        7.30
  Efficiency ratio (non-interest
   expense dividend by the sum
   of net interest income and
   non-interest income)          80.51      84.14       101.51      218.73

Asset Quality Ratios:
  Average interest-earning
   assets to interest-bearing
   liabilities                  109.71     112.14       127.20      168.03
  Allowance for loan losses
   to total loans at end of
   period                         3.20       1.29         1.00        1.00
  Net charge-off to average
   outstanding loans during
   the period                     1.27       0.05           --           -
  Ratio of nonperforming assets
   to total assets(4)             1.47       0.75         0.01           -

Capital Ratios:
  Average equity to average
   assets                         8.15       9.17        16.96       38.04
  Equity to assets at end of
   fiscal year                    7.14       6.60        12.10       27.64

- ----------------
(1)     Net income divided by average total assets.
(2)     Net income divided by average total equity.
(3)     Net interest income as a percentage of average interest-earning
        assets.
(4)     Non-performing loans consist of loans accounted for on a nonaccrual
        basis, loans greater than 90 days delinquent and restructured loans.
(5)     Includes the period from inception (February 1, 1999) through December
        31, 1999

                                      D-4

<PAGE>



Results of Operations

     The Bank's profitability depends primarily on net interest income, which
is the difference between (a) interest income generated by interest-earning
assets (principally loans and investments) and (b) interest expense incurred
on interest-bearing liabilities (principally customer deposits and borrowed
funds). Net interest income is affected by the difference (the "interest rate
spread") between rates of interest earned on interest-earning assets and rates
of interest paid on interest-bearing liabilities, as well as the relative
amounts of interest-earning assets and interest- bearing liabilities.
Financial institutions have traditionally used interest rate spreads as a
measure of net interest income. Another indication of an institution's net
interest income is its "net yield on interest-earning assets" or "net interest
margin," which is net interest income divided by average interest-earning
assets.

     To a lesser extent, Today's Bancorp's profitability is also affected by
such factors as the level of non-interest income and expenses, the provision
for loan losses, and the provision for income taxes. Non-interest income
consists primarily of service charges on deposit accounts. Non-interest
expense consists primarily of salaries and employee benefits, professional
fees, equipment, occupancy-related expenses, data processing, advertising and
other operating expenses.

     Net Income (Loss).  Net loss of $1.63 million for the year ended December
31, 2002 represents a decrease of $1.99 million from net income reported in
2001 of $355,000. The net income in 2001 represents an increase of $590,000 as
compared to net losses of $235,000 in 2000. The decrease in net income in 2002
is primarily due to a $1.93 million increase in net interest income and
non-interest income, offset by a $2.73 million increase in the loan loss
provision and a $1.47 million increase in non-interest expense. The increase
in net income in 2001 over 2000 is primarily due to an $816,000 increase in
net interest income and non-interest income, offset by an increase in the loan
loss provision of $320,000 and an increase in non-interest expense of
$434,000.

     Average Balance Sheet.  The following table sets forth, for the periods
indicated, information regarding average balances of assets and liabilities as
well as the total dollar amounts of interest income from average
interest-earning assets and interest expense on average interest-bearing
liabilities, resultant yields, interest rate spread, ratio of interest-earning
assets to interest-bearing liabilities and net interest income.  Average
balances for a period have been calculated using the monthly average balances
during such period.

                                      D-5

<PAGE>



                                      Year Ended December 31,
                      ------------------------------------------------------
                                  2002                        2001
                      --------------------------    ------------------------
                                 Interest                    Interest
                       Average    and      Yield/   Average    and     Yield/
                       Balance  Dividends   Cost    Balance  Dividends  Cost
                      --------   -------  ------    --------  ------- ------
                                      (Dollars in thousands)
Interest-earning assets:
  Real estate secured
   loans              $ 47,704   $ 3,698    7.75%   $ 25,267  $ 2,113   8.36%
  Non-real estate
   secured loans        37,401     2,847    7.61      18,929    1,803   9.53
                      --------   -------  ------    --------  ------- ------
     Total net loans    85,105     6,545    7.69      44,196    3,916   8.86

Investment securities   13,399       509    3.80       8,387      401   4.78
                      --------   -------  ------    --------  ------- ------
  Total interest
   earning assets       98,504     7,054    7.16      52,583    4,317   8.21

Non interest earning
 assets
  Office properties and
   equipment, net        1,248                           920
  Real estate, net         317                           158
  Other non interest-
   earning assets        5,160                         2,922
                      --------                      --------
     Total assets     $105,229                      $ 56,583
                      ========                      ========

Interest bearing
 liabilities:
  Regular savings
   accounts           $    668         5    0.75    $    645       10   1.55
  NOW accounts           9,974       222    2.23       2,047       11   0.54
  Money market
   accounts              8,831       219    2.48       7,090      237   3.34
  Certificates of
   deposit              68,131     2,698    3.96      35,584    1,903   5.35
                      --------   -------  ------    --------  ------- ------
     Total deposits     87,604     3,144    3.59      45,366    2,161   4.76

Other interest-bearing
 liabilities             2,175        39    1.79       1,503       37   2.46
                      --------   -------  ------    --------  ------- ------
     Total interest-
      bearing
      liabilities       89,779     3,183    3.55      46,869    2,198   4.69

Non interest-bearing
 liabilities
  Non interest-bearing
   deposits              6,464                         4,133
  Other liabilities        414                           395
                      --------                      --------
     Total liabilities  96,657                        51,397
Shareholders' Equity     8,572                         5,186
                      --------                      --------

  Total liabilities and
   shareholders'
   equity             $105,229                      $ 56,583
                      ========                      ========

Net interest income              $ 3,871                      $ 2,119
                                 =======                      =======

Interest rate spread                        3.61%                       3.52%
                                          ======                      ======

Net interest margin                         3.93%                       4.03%
                                          ======                      ======

Ratio of average
 interest-earning
 assets to average
 interest-bearing
 liabilities                              109.72%                     112.14%
                                          ======                      ======

                                      D-6

<PAGE>



     Rate/Volume Analysis.    The following table sets forth the effects of
changing rates and volumes on net interest income of Bancorp. Information is
provided with respect to (i) effects on interest income attributable to
changes in volume (changes in volume multiplied by prior rate); (ii) effects
on interest income attributable to changes in rate (changes in rate multiplied
by prior volume); and (iii) changes in rate/volume (change in rate multiplied
by change in volume).


                                    Year Ended December 31,
                                  2002        vs.      2001
                                 -----------------------------
                                     Increase (Decrease)
                                            Due to
                                 ------------------------------      Total
                                                       Rate/        Increase
                                 Volume      Rate      Volume      (Decrease)
                                 -------    ------     ------      ----------
Interest Income:                             (In Thousands)
  Mortgage loans                 $ 1,876    $ (154)    $ (137)      $ 1,585
  Non-mortgage loans               1,759      (362)      (353)        1,044
  Investment securities              239       (82)       (49)          108
                                 -------    ------     ------       -------
    Total interest income          3,874      (598)      (539)        2,737
                                 -------    ------     ------       -------

Interest Expense:
  Regular savings accounts            --        (5)        --            (5)
  NOW accounts                        43        35        133           211
  Money market accounts               58       (61)       (15)          (18)
  Certificates of deposit          1,741      (494)      (452)          795
  Other interest-bearing
   liabilities                        16       (10)        (4)            2
                                 -------    ------     ------       -------
    Total interest expense         1,858      (535)      (338)          985
                                 -------    ------     ------       -------

Increase (decrease) in net
 interest income                 $ 2,016    $  (63)    $ (201)      $ 1,752
                                 =======    ======     ======       =======

     Net Interest Income.  For financial institutions, the primary component
of earnings is net interest income. Net interest income is the difference
between interest income, principally from loans and investment securities, and
interest expense, principally on customer deposits. Changes in net interest
income result from changes in "volume," "spread" and "margin." Volume refers
to the dollar level of interest-earning assets and interest-bearing
liabilities. Spread refers to the difference between the yield on
interest-earning assets and the cost of interest-bearing liabilities. Net
interest income is the ratio of net interest income to total interest-earning
assets and is influenced by the level and relative mix of interest-earning
assets and interest-bearing liabilities.

     Net interest income for the year ended December 31, 2002 increased to
$3.87 million, or 83%, over 2001 results of $2.12 million. Interest income in
2002 increased by $7.05 million, or 63%, over the $4.32 million in 2001, while
interest expense in 2002 increased to $3.18 million, or 45%, from $2.20
million in 2001. The increase in net interest income is attributable primarily
to an increase in the volume of average earning assets to $98.50 million,
outpacing growth in the volume of average interest-bearing liabilities to
$89.78 million during 2002. Average loans increased to $85.10 million from
$44.20 million, while average investments securities grew to $13.40 million
from $8.40 million during 2001. As a result of the change in asset volume and
interest rates earned or paid, the interest rate spread increased to 3.61%
from 3.52% during 2001, while the net interest margin declined slightly in
2002 to 3.93% from 4.03% during 2001.

     Net interest income for the year ended December 31, 2001 increased to
$2.12 million from $1.41 million in 2000. Interest income in 2001 increased to
$4.32 million from $2.56 million in 2000, while interest expense for 2001
increased to $2.20 million from $1.14 million in 2000. The increase in the net
interest income was caused primarily by loan growth with steadying loan rates
and lower deposit rates.

     Loan Loss Provision.  The loan loss provision is based upon management's
assessment of various relevant factors, including:

                                      D-7

<PAGE>



     *     types and amounts of nonperforming loans

     *     historical loss experience

     *     collectibility of collateral values and guaranties

     *     pending legal action for collection of loans and related
           guaranties, and current economic conditions.

     The loan loss provision reflects management's judgment of the credit risk
inherent in the loan portfolio. Although management believes the loan loss
provision has been sufficient to maintain an adequate reserve for loan losses,
there can be no assurance that actual loan losses will not exceed the amounts
that have been charged to operations.

     The loan loss provision was $3.3 million for the year ended December 31,
2002, an increase of $2.7 million compared to $533,000 for 2001. The
significant change in the loan loss provision in 2002 was principally a result
of management's efforts to identify credits that may pose risks due to
insufficient underwriting practices, specifically those credits originated by
a lender no longer employed with the Bank.  In mid-2002, a commercial borrower
defaulted on a significant loan. Due to the uncollectibility and nature of
this particular loan, Bank management elected to analyze over 95% of the loan
portfolio for quality control purposes. Based on this extensive assessment, $2
million related to commercial loans has been specifically allocated to the
Bank's 2002 allowance for loan losses. There are possible collections or
recoveries from loans cited as substandard or as potential losses; however, no
assurances can be made that these will occur.

     The provision for loan losses was $533,000 for the year ended December
31, 2001, compared to $213,000 in 2000.  The increase was primarily a function
of the expanding loan portfolio and the need to increase the reserve
commensurate with the growth of the loan portfolio.

     Non-interest Income.  Total non-interest income was $332,000 for the year
ended December 31, 2002, an increase of $151,000 during 2001. The principal
source of non-interest income was approximately $232,000 in various service
charges and fees. Gain on sale of investment securities was $100,000 in 2002,
a $59,000 increase from 2001.

     Total non-interest income was $151,000 for the year ended December 31,
2001, an increase $109,000, from $42,000 in 2000. The principal source of
non-interest income was approximately $110,000 in various service charges and
fees. Gain on sale of investment securities was $41,000 in 2001, as compared
to a loss of $1,000 recorded in 2000.

     Transaction deposit accounts and related service charges grew relative to
deposit growth in 2002, 2001 and 2000. In general, management prices deposits
at rates competitive with those offered by the leading commercial banks in the
Bank's market area.  These rates tend to be somewhat lower than those offered
by thrift institutions and credit unions. The Bank generally has not imposed
service charges and fees to the same extent as other local institutions.
Although a wider and higher range of service charges and fees would yield more
non-interest income, imposing service charges and fees on a basis equivalent
to those imposed by many other commercial banks in the Bank's market area
might have adversely affected deposit growth. Therefore, to promote deposit
growth and provide cross-selling opportunities to customers, the Bank has not
adopted an aggressive fee structure. Deposit and service fee growth has been
generated by developing strong customer relationships, cross-selling deposit
relationships to loan customers, and, to a lesser extent, from the new branch
office opened in 2001. Management intends to continue promoting demand deposit
products, particularly non-interest bearing deposit products, in order to
obtain additional interest-free funds for lending.

     Non-Interest Expense.  Non-interest expenses consist principally of
employee salaries and benefits, occupancy costs and other operating expenses.
A measure of the Bank's ability to contain non-interest expenses is the
efficiency ratio. This statistic is derived by dividing total non-interest
expenses by the total of net interest income (tax equivalent basis) and
non-interest income. As of December 31, 2002, the Bank's efficiency ratio was
81% compared to 84% at the end of 2001.  Although the Bank's efficiency ratio
exceeds that of peer banks, Management continues to place emphasis on closely
monitoring and seeking reductions in non-interest expenses.

     Salary and employee benefit expense of $1.52 million in 2002 represented
an increase of 85% from the $823,000 reported in 2001, which in turn
represented an increase from $768,000 reported for 2000. The majority of these
increases were due to additional staffing necessary to support the Bank's
growth.

                                      D-8

<PAGE>



     Net occupancy expense consists of depreciation on equipment, premises
lease payments, maintenance and repair expenses, utilities and related
expenses. The Bank's net occupancy and equipment expense in 2002 was $628,000
as compared to $449,000 in 2001 and $232,000 in 2000. The increase in 2002 as
compared to 2001 was the result of increases in depreciation on leasehold
improvements and equipment and costs associated with new leases on additional
office space needed to support the Bank's growth.

     Other operating expenses, which consist primarily of State B&O taxes,
stationary and supplies, telephone expense, courier service and postage,
increased from approximately $638,000 in 2001 to $1.23 million in 2002. Other
operating expenses for the year ended for the year ended December 31, 2001
were $148,000 greater than the $490,000 recognized in 2000. These increases in
other non-interest expenses are a direct result of the rapid loan and deposit
growth the Bank experienced since its inception, and costs associated with
collection efforts on defaulted loans originated by a lending officer no
longer employed by the Bank.

     Provision For Income Taxes.  The income tax benefits recorded for the
years ended December 31, 2002 and 2001 primarily represent the Bancorp's
recognition of deferred tax assets, principally net operating loss carry
forwards, expected to be realized in succeeding years.

     Assets.  Bancorp's total assets at December 31, 2002 were $122.38
million, compared to $81.28 million at December 31, 2001. Cash and cash
equivalents increased to $21.25 million versus $6.93 million, as of December
31 2002 compared to December 31, 2001. Investment securities available-
for-sale increased by $2.07 million to $6.26 million in 2002. Gross loans
increased to $94.35 million at the end of 2002, compared to December 31, 2001
balances of  $64.81 million. Premises and equipment, net of accumulated
depreciation, increased by $194,000 in 2002 as compared to 2001, due to the
addition of a variety of equipment necessary to address the Bank's growth.

     Asset growth in 2002 was primarily funded by a $37.76 million increase in
customer deposits and borrowings over 2001. The end of year balances for total
deposits and borrowings for 2002 and 2001 were $113.24 million and $75.49
million, respectively. Non-interest bearing demand deposits increased to $7.46
million at December 31, 2002 as compared to the December 31, 2001 balance of
$6.10 million.

     Investment Portfolio.  The following table sets forth the investment
securities portfolio and carrying values at the dates indicated.

                                             At December 31,
                             -----------------------------------------------
                                     2002                     2001
                             ----------------------  -----------------------
                             Carrying    Percent of   Carrying    Percent of
                              Value      Portfolio     Value      Portfolio
                             --------    ----------  ---------    ----------
                                          (Dollars in thousands)
Held to maturity (at
 amortized cost):
- --------------------
FHLB Notes & Bonds           $    -          --%      $ 2,280       30.55%
Fed Farm Credit Bank              --          -           494        6.62
FNMA Note                          -         --           251        3.36
FNMA mortgage-backed securities   --          -           249        3.34
                             -------     ------       -------      ------
                                  --         --         3,274       43.87
                             -------     ------       -------      ------

Available for sale (at fair
 value):
- ---------------------------
FHLB Notes & Bonds             3,281      52.41         3,001       40.21
FNMA mortgage-backed
 securities                    1,345      21.49         1,189       15.92
FHLMC mortgage-backed
 securities                      993      15.87             -          --
GNMA mortgage-backed
 securities                      389       6.22            --           -
FNMA Note                        251       4.01            --           -
                             -------     ------       -------      ------
                               6,259     100.00         4,190       56.14
                             -------     ------       -------      ------
Total investment securities  $ 6,259     100.00%      $ 7,463      100.00%
                             =======     ======       =======      ======

                                      D-9

<PAGE>


<PAGE>
<TABLE>

     The following table sets forth the maturities and weighted average yields in the securities portfolio
at December 31, 2002.

                               Less Than         More than One        More than Five         More than
                               One Year          to Five Years         to Ten Years          Ten Years
                          -----------------    -----------------     ----------------    ------------------
                                   Weighted             Weighted             Weighted              Weighted
                                   Average              Average              Average               Average
                          Amount    Yield      Amount    Yield       Amount   Yield      Amount    Yield
                          ------   --------    ------   --------     ------  --------    ------    --------
                                                        (Dollars in thousands)
<s>                      <c>         <c>       <c>       <c>          <c>      <c>        <c>       <c>
FHLB Notes and Bonds     $  759      4.62%     $2,522    4.52%        $ -        -- %     $   --      --%
Fannie Mae Note             251      5.67           -      --           --       --           --       -
FHLMC mortgage-backed
 securities                  --        --          --      --          993     5.00            -       -
FNMA mortgage-backed
 securities                  --        --          --      --           --       --        1,345    5.12
GNMA mortgage-backed
 securities                   -        --          --      --            -       --          389    6.50
                         ------      ----      ------    ----         ----     ----       ------    ----
    Total                $1,010      4.88%     $2,522    4.52%        $993     5.00%      $1,734    5.43%
                         ======      ====      ======    ====         ====     ====       ======    ====
</TABLE>


     Investment securities provide a return on residual funds after lending
activities. Investments may be in U.S. Government and agency obligations,
state and local government obligations and government-guaranteed,
mortgage-backed securities. Bancorp generally does not invest in securities
that are rated less than investment grade by a nationally recognized
statistical rating organization. A goal of the Bank's investment policy is to
limit interest-rate risk.

     All securities-related activity is reported to the Board of Directors.
General changes in investment strategy are required to be reviewed and
approved by the Board. Senior management can purchase and sell securities in
accordance with the Bank's stated investment policy.

     Management determines the appropriate classification of securities at the
time of purchase. If management has the intent and the Bank has the ability at
the time of purchase to hold a security until maturity or on a long-term
basis, the security is classified as held-to-maturity and is reflected on the
balance sheet at historical cost. Securities to be held for indefinite periods
and not intended to be held to maturity or on a long-term basis are classified
as available-for-sale. Available-for-sale securities are reflected on the
balance sheet at their market value. Adjustments to the market value of
available for sale securities are recorded as accumulated other comprehensive
income, net of tax, within stockholders' equity on the balance sheet.

     Loan Portfolio.  Interest earned on the loan portfolio is our primary
source of income.  Net loans represented approximately 74% of total assets at
December 31, 2002, compared to 79% of total assets as of December 31, 2001.
We make substantially all of our loans to customers located within our service
area.  Commercial real estate loans include owner-occupied commercial
properties, new construction residential housing, and income-producing
properties.  The primary risks of such loans include loss of income of the
owner or occupier of the property, inability to market residential homes and
the inability of the market to sustain rent levels.  Other commercial loans
include renewable operating lines of credit, short-term notes, and equipment
financing.  These types of loans are principally at risk due to insufficient
business income.  Accordingly, we typically do not lend to start-up businesses
or others lacking operating history (except with SBA or other guaranteed
financing), and require personal guarantees and secondary sources of
repayment.  The Bank does not make long-term residential fixed rate mortgages.
The Bank refers these types of loans to non-related third party lender.
Installment loans consist of personal, automobile or home equity loans.  We
also offer credit cards to our customers through an independent, third-party
vendor.  These unsecured loans carry significantly higher interest rates and
credit risk than secured loans, and the Bank, therefore, maintains strict
credit guidelines when considering loan applications.  We have no loans
defined as highly leveraged transactions by the Federal Reserve Bank, and have
no significant agricultural loans.

     Management calculates the allowance for loan losses using two risk
methods.  One method is based on loan types and the other is based on a loan
grading system.  The FDIC provides historical loss data by loan type.  Loan
officers utilize a loan grading system that is based on a customer's credit
history, collateral, and financial condition.  We believe

                                      D-10

<PAGE>



our present allowance for potential loan losses is a proper reflection of the
credit risk contained in the Bank's loan portfolio and is currently sufficient
to sustain losses that may be anticipated.

     Loan Portfolio Analysis.
     -----------------------

                                             At December 31,
                              ---------------------------------------------
                                     2002                      2001
                              --------------------     --------------------
                              Amount       Percent     Amount       Percent
                              ------       -------     ------       -------
                                          (Dollars in thousands)
Real estate loans:
  Multi-family               $  1,874       1.99%     $  2,500        3.86%
  Construction one-to-four
   family                       3,735       3.96         6,751       10.42
  Construction commercial       1,050       1.11         2,207        3.41
  Land                            774       0.82         1,388        2.14
  Commercial real estate       40,269      42.68        20,554       31.73
                             --------     ------      --------      ------
    Total real estate loans    47,702      50.56        33,400       51.56

  Commercial business          37,460      39.70        25,012       38.57

Consumer loans:
  Automobile loans                549       0.58           376        0.58
  Savings account loans            54       0.06            10        0.02
  Home equity loans             5,578       5.91         4,064        6.27
  Other consumer loans          3,009       3.19         1,946        3.00
                             --------     ------      --------      ------
    Total consumer loans        9,190       9.74         6,396        9.87

Total loans                    94,352     100.00%       64,808      100.00%
                                          ======                    ======

Less:
  Unamortized loan origination
   fees, net of direct costs      168                       60
  Allowance for loan losses     3,020                      838
                             --------                 --------
Total loans receivable, net  $ 91,164                 $ 63,910
                             ========                 ========

     Loans by maturity or repricing date, were as follows (in thousands):

                                                    December 31,
                                             -------------------------
                                               2002             2001
                                             --------         --------
   Adjustable rate loans:
     Within one year                         $ 33,562         $ 30,160
     After one but within three years              --                -
     After three but within five years         14,944              950
     After five but within ten years              812            1,200
                                             --------         --------
                                               49,318           32,310
                                             --------         --------

   Fixed rate loans:
     Within one year                           13,529           10,776
     After one but within three years           8,447            5,117
     After three but within five years         15,914           13,106
     After five but within ten years            6,454            3,334
     After ten years                              690              165
                                             --------         --------
                                               45,034           32,498
                                             --------         --------

                                             $ 94,352         $ 64,808
                                             ========         ========

                                      D-11

<PAGE>



     The following table sets forth certain information at December 31, 2002
regarding the dollar amount of loans maturing in the Bank's portfolio based on
their contractual terms to maturity, but does not include potential
prepayments.  Demand loans, having no stated schedule of prepayments and no
state maturity and overdrafts are reported as due in one year or less.  Loan
balances do not include unearned discounts, unearned income and allowance for
loan losses.

                         After One   After 3     After 5
                Within    Year to    Years to   Years to    Beyond
               One Year   3 Years    5 Years    10 Years    10 Years   Total
               --------   -------    --------   --------    --------  -------
                                       (In thousands)
Construction:
  Adjustable-
   Rate         $ 4,549   $   236     $    --    $    --       $  --  $ 4,785
  Fixed Rate         --        --          --         --          --        -
Other Real Estate:
  Adjustable-
   Rate           4,839       459       1,064     13,747          --   20,109
  Fixed-Rate      5,205     5,683       6,832      4,662         426   22,808
                -------   -------     -------    -------       -----  -------
                 14,593     6,378       7,896     18,409         426   47,702

Commercial:
  Adjustable-
   Rate          11,054     2,001       1,049      4,778          --   18,882
  Fixed Rate      7,654     2,039       7,949        936          --   18,578
Consumer:
  Adjustable-
   Rate           1,291       667          21      3,564          --    5,543
  Fixed Rate        669       725       1,133        857         263    3,647
                -------   -------     -------    -------       -----  -------
                 20,668     5,432      10,152     10,135         263   46,650

Total Gross
 Loans          $35,261   $11,810     $18,048    $28,544       $ 689  $94,352
                =======   =======     =======    =======       =====  =======

     The following table sets forth the dollar amount of all loans due one
year after December 31, 2002, which have fixed interest rates and have
floating or adjustable interest rates.


                                          Fixed-        Floating-or
                                          Rates       Adjustable-Rates
                                        --------      ----------------
                                               (In thousands)
         Real Estate Mortgages
           Construction loans           $     --         $    236
           Other Real Estate              17,603           15,270
           Commercial                     10,924            7,828
           Consumer                        2,978            4,252
                                        --------         --------
             Total                      $ 31,505         $ 27,586
                                        ========         ========

     Nonperforming Loans.   A loan is considered by the Bank's management to
be nonperforming when it is 90 days or more delinquent or, if sooner, when the
Bank has determined that repayment of the loan in full is unlikely. Generally,
unless loan collateral is a one- to four-family residential dwelling, interest
accrual ceases in 90 days (but no later than the date of acquisition by
foreclosure, voluntary deed or other means) and the loan is classified as
nonperforming.

     A loan placed on nonaccrual status may or may not be contractually past
due at the time the determination is made to place the loan on nonaccrual
status, and it may or may not be secured. When a loan is placed on nonaccrual
status, it is the Bank's policy to reverse interest previously accrued but
uncollected and charge it against current income. Interest later collected on
the nonaccrual loan is credited to loan principal if, in management's opinion,
full collectibility of principal is doubtful.

                                      D-12

<PAGE>



     Other loans can be 90 days or more delinquent, but, in management's
opinion, repayment of the loan in full is highly likely or a correction of the
delinquency is forthcoming. Generally on these loans, interest continues to
accrue even though the loan may be classified as nonperforming.

     Commercial loans that were more than 90 days delinquent and not accruing
interest totaled $825,000, or 0.90% of the net loan portfolio as of December
31, 2002, and $91,000, or 0.14%, of the net loan portfolio as of December 31,
2001.

     Real estate loans that were more than 90 days delinquent and not accruing
interest totaled $97,000, or 0.11% of the net loan portfolio, as of December
31, 2002. As of December 31, 2001, there were no real estate loans more than
90 days delinquent and not accruing interest.

     There were no real estate construction loans that were more than 90 days
delinquent and not accruing interest as of December 31, 2002 and 2001.

     Consumer loans that were more than 90 days delinquent and not accruing
interest totaled $16,000 , or 0.02% of the net loan portfolio as of December
31, 2002 and $3,000 as of December 31, 2001.

     Total non-performing loans but still accruing interest as of December 31,
2002 were $864,000, the total as of December 31, 2001 was $40,000.

     The following table summarizes nonperforming assets by category of loan
for the years indicated.

                                                 At December 31,
                                  ----------------------------------------
                                    2002         2001       2000     1999
                                  -------       -------    ------   ------
                                              (Dollars in thousands)
Loans accounted for on a nonaccural
 basis:
  Commercial real estate           $   97       $    --     $  --    $    -
  Commercial                          825            91        --         -
  Consumer                             16            11         5         -
                                  -------       -------     -----    ------
    Total                             938            94         5         -
                                  -------       -------     -----    ------

Accruing loans which are
 contractually past due 90 days
 or more                              864            40        --         -
                                  -------       -------     -----    ------

Total of nonaccural and 90 days
 past due loans                     1,802           142         5         -
                                  -------       -------     -----    ------

Real estate owned                       -           475         -         -
                                  -------       -------     -----    ------
  Total nonperforming assets      $ 1,802       $   617     $   5    $    -
                                  =======       =======     =====    ======

Total loans delinquent 90 days
 or more to net loans                1.98%         0.22%     0.02%       --%

Total loans delinquent 90 days
 or more to total assets             1.47          0.17      0.01         -

Total nonperforming assets to
 total assets                        1.47          0.76      0.01        --

     Interest income on nonaccrual and impaired loans that would have been
recorded during the years ended December 31, 2002 and 2001 if the loans had
been current in accordance with their original terms was approximately $71,000
and $22,000, respectively. For the years ended December 31, 2002 and 2001, no
interest was earned on  nonaccrual loans.

                                      D-13

<PAGE>



     Impaired loans include all nonaccrual and restructured loans. Loan
impairment is measured as the present value of expected future cash flows
discounted at the loan's initial interest rate, the fair value of the
collateral of an impaired collateral-dependent loan or an observable market
price. Interest income on impaired loans is recognized on a cash-basis method.
The investment in loans for which impairment had been recognized totaled $2.56
million as of December 31, 2002 and $102,000 as of December 31, 2001. The
Bank's average investment in impaired loans, measured on the basis of the
present value of future cash flows discounted at the loans' effective interest
rates, was $1.33 million and $51,000 as of December 31, 2002 and December 31,
2001, respectively.

     Allowance For Loan Losses.  The Bank's management monitors the loan
portfolio to ensure that the allowance for loan losses remains adequate to
absorb losses identified by the portfolio review process, including loans on
nonaccrual status and current loans whose repayment according to the loan's
repayment plan is considered by management to be in serious doubt. The Bank
takes into account loan growth and the level of delinquent and nonperforming
loans in its review of the portfolio, considering also such external factors
as current economic conditions in the primary market area, collectibility of
collateral values and guaranties and the current status of legal action for
collection of loans and related guaranties. The loan loss provision represents
a charge to earnings for maintaining the allowance for loan losses at a level
management believes is adequate.

     The Bank's allowance for loan losses totaled $3.02 million as of December
31, 2002 and $838,000 as of December 31, 2001, representing 3.20% of total
loans at December 31, 2002 and 1.29% of total loans at December 31, 2001.
Although management believes that it uses the best information available in
providing for estimated loan losses and believes that the reserve was adequate
at December 31, 2002, future adjustments could be necessary and net earnings
could be negatively affected if circumstances and/or economic conditions
differ substantially from the assumptions used in making the initial
determinations.

     The amount of the allowance for loan losses is based on a variety of
factors, including:

     *     analysis of risks inherent in the various segments the loan
           portfolio;
     *     management's assessment of known or potential problem credits that
           have come to management's attention during the ongoing review of
           credit quality;
     *     estimates of the value of underlying collateral and guaranties;
     *     legal representation regarding the potential outcome of pending
           actions for collection of loans and related guaranties;
     *     historical loss experience; and
     *     current economic conditions and other factors.

     Although Bank management believes that it uses the best information
available to make such determinations and that the allowance for loan losses
was adequate at December 31, 2002, future adjustments could be necessary if
circumstances or economic conditions differ substantially from the assumptions
used in making the initial determinations. A downturn in the local economy and
employment could result in increased levels of nonperforming loans and
charge-offs, increased loan loss provisions and reductions in income.
Additionally, as an integral part of the examination process, bank regulatory
agencies periodically review the Bank's allowance for loan losses. The banking
agencies could require the recognition of additions to the allowance for loan
losses based on their judgment of information available to them at the time of
their examination.

     As of December 31, 2002, the Bank's specific allocation of its allowance
for loan losses related primarily to loans on nonaccrual status. The specific
allocation of the allowance for loan losses for real estate loans relates to
loans for which management believes the borrower might be unable to comply
with loan repayment terms (even though the loans are not in nonaccrual status)
and for which supporting collateral might not be adequate to recover loan
amounts if foreclosure and subsequent sale of collateral become necessary.

     Management uses the best information available in reserving for loan
losses and believes that the reserve for loan losses is adequate at December
31, 2002. Future adjustments, however, may be necessary and net earnings could
be negatively affected if circumstances differ substantially from the
assumptions used in making the initial determinations.

                                      D-14

<PAGE>



     The following table shows the allocation of the Bank's allowance for loan
losses by category and the percent of loans in each category to total loans at
the dates indicated. The Bank allocates its allowance for loan losses to each
loan classification based on relative risk characteristics. Specific
allocations represent estimated losses that are due to current credit
circumstances and other available information. Unallocated portions of the
allowance are intended to compensate for the subjective nature of the
determination of losses inherent in the overall loan portfolio. Because the
total allowance for loan losses is a valuation reserve applicable to the
entire loan portfolio, the portion of the allowance allocated to each loan
category does not represent the total available for future losses that may
occur within that loan category.

                                              At December 31,
                                  ---------------------------------------
                                         2002                 2001
                                  ------------------   ------------------
                                             Loan                 Loan
                                           Category             Category
                                           as a % of            as a % of
                                             Total                Total
                                  Amount     Loans     Amount     Loans
                                  ------   ---------   ------   ---------
                                              (In thousands)
Real estate loans:
  Multi-family                    $    14    1.99%    $    25      3.86%
  Construction one-to-four family      29    3.96          68     10.42
  Construction commercial               8    1.11          22      3.41
  Land                                  6    0.82          14      2.14
  Commercial real estate              792   42.68         212     31.72
  Commercial                        2,042   39.70         392     38.58

Consumer loans:
  Secured                              76    8.69          44      8.43
  Other consumer loans                 53    1.05          18      1.44
  Unallocated                           -      --          43        --
                                 --------  ------      ------    ------
                                 $  3,020  100.00%     $  838    100.00%
                                 ========  ======      ======    ======

                                      D-15

<PAGE>



     The following table sets forth an analysis of the Bank's allowance for
loan losses at the dates and for the periods indicated.

                                           Year Ended December 31,
                                -------------------------------------------
                                 2002        2001         2000         1999
                                ------      ------       ------      ------
                                          (Dollars in thousands)

Balance at beginning of period  $  838      $  326       $  113       $    -

Provision for loan losses        3,264         553          213          113
Recoveries:
  Consumer                          15          --           --           --
                                ------       -----        -----       ------
     Total recoveries               15          --           --            -
                                ------       -----        -----       ------

Charge-offs:
  Construction                      43          --           --           --
  Commercial                     1,016          --           --           --
  Consumer                          39          21           --            -
                                ------       -----        -----       ------
     Total charge-offs           1,098          21           --           --
                                ------       -----        -----       ------
     Net charge-offs             1,083          21           --           --
                                ------       -----        -----       ------

Balance at end of period        $3,020       $ 838        $ 326       $  113
                                ======       =====        =====       ======

Ratio of allowance to total
 loans outstanding at the end
 of the period                    3.20%       1.29%        1.00%        1.00%

Ratio of net charge-offs to
 average loans outstanding
 during the period                1.27        0.05           --           --

Ratio of allowance to total
 of nonaccrual and 90 days
 past due loans                 167.59      626.12        65.20           --

     Deposits.  Deposit accounts are the primary source of funds for the Bank.
The Bank offers a number of deposit products to attract both commercial and
consumer checking and savings customers, including regular and money market
savings accounts, NOW accounts, and a variety of fixed- maturity, fixed-rate
certificates with maturities ranging from seven days to 60 months. These
accounts earn interest at rates established by management based on competitive
market factors and management's desire to increase certain types or maturities
of deposit liabilities. The following table outlines the make up of the
deposit structure of the Bank, as of the indicated dates.


                                             For Years Ending December 31,
                                             -----------------------------
                                                2002                2001
                                             -----------         ---------
                                                     (In thousands)

     Noninterest-bearing demand deposits      $  7,457           $  6,102
     Interest-bearing demand deposits and
      money market accounts                     28,806             12,968
     Savings accounts                              632                563
     Time certificates of deposit               76,914             53,947
                                              --------            --------
          Total                               $111,809           $ 73,579
                                              ========           ========


                                      D-16

<PAGE>



     The following table summarizes certificates of deposit with balances of
less than $100,000 and balances of $100,000 or greater.

                                                 December 31,
                                            ---------------------
                                              2002         2001
                                            --------     --------
                                                (In thousands)

     Total of balances less than $100,000   $ 28,799     $ 25,610
     Total balances of $100,000 or greater    48,115       28,336
                                            --------     --------
          Total                             $ 76,914     $ 53,947
                                            ========     ========

     The following table summarizes the maturities of all time certificates
with balances of $100,000 or greater:

                                      As December 31,    Weighted-average
                                           2002           Interest Rate
                                       -----------        --------------
                                     (In thousands)
     Certificates maturing in:
       3 months or more                 $  8,102               2.64%
       Over 3 months, up to 6 months       6,098               3.07
       Over 6 months, up to 12 months     10,023               3.80
       Over 12 months                     23,893               3.66
                                        --------               ----
                                        $ 48,115               3.40%
                                        ========               ====

     Certificates of deposit, of which approximately $18.0 million is
comprised of brokered deposits, are set forth in the following table by rate
and maturity, as of the indicated dates.

                                            Amount Due
                     -------------------------------------------------------
                     Less Than       1-2        2-3       After
                     One Year       Years      Years     3 Years      Total
                     ---------    --------   --------   --------    --------
                                            (In thousands)

     Below 2.00%      $  4,805    $     --   $     --   $     --    $  4,805
     2.00 - 2.99%       10,941       6,138      3,928         17      21,024
     3.00 - 3.99%       15,270       3,488        121      2,653      21,532
     4.00 - 4.99%        3,877       9,993      2,955        919      17,744
     5.00 - 5.99%        2,810       3,002      3,004      1,421      10,237
     6.00 - 6.99%          556         263        753         --       1,572
                      --------    --------   --------   --------    --------
          Total       $ 38,259    $ 22,884   $ 10,761   $  5,010    $ 76,914
                      ========    ========   ========   ========    ========

Capital Resources

     Stockholders' equity was $8.74 million as of December 31, 2002, compared
to $5.36 million as of December 31, 2001.  The two major factors in the change
year over year were the additional capital secured through a secondary
offering of common stock completed by the Bank in the second quarter of 2002,
for $4.95 million (net of associated costs), and the net loss for the year of
$1.63 million.

     Federal banking regulators require that the Bank calculate the adequacy
of its capital using various measures, of which risk-based capital is a
principal component.  Calculation of risk-based capital is an analysis that
weights balance sheet and off-balance sheet items for their inherent risk.
Current regulations require a minimum risk-based capital ratio (the ratio of
qualifying capital to total risk-based assets) of 10.00% to be considered well
capitalized (as defined).  As of December 31, 2002 and 2001, total risk-based
capital ratio was 9%.  Although our current capital position is below the
regulatory minimum to be considered well capitalized, our capital resources
are still strong.  Nonetheless, based on the regulatory minimum ratio, the
continued growth of assets and deposits may be constrained without the
availability

                                     D-17

<PAGE>



of additional capital. No assurances can be made that the current growth trend
will continue, even if additional capital is available.

     As of December 31, 2002, the Bank was in compliance with applicable
regulatory capital requirements, as shown in the following table.

                                 Today's Bank    Well- Capitalized    Minimum
                                 ------------    -----------------    -------

Total Risk-Based Capital Ratio         9%             10.00%           8.00%
Tier 1 Risk-Based Capital Ratio        8%              6.00%           4.00%
Leverage Ratio                         7%              5.00%           4.00%

     The Bank has a line of credit with the Federal Home Loan Bank of Seattle,
which allows the Bank to borrow from the FHLB in an amount up to 10% of its
total assets. Interest and principal are payable monthly, and the line of
credit is secured by a blanket pledge collateral agreement.  At December 31,
2002, the Bank had no FHLB borrowings outstanding.

Liquidity

     Like other financial institutions, the Bank must ensure that sufficient
funds are available to meet deposit withdrawals, loan commitments and
expenses. Control of cash flow requires that the Bank anticipate deposit flows
and loan payments. The primary sources of funds are deposits, principal and
interest payments on loans, proceeds of loan sales, federal funds and FHLB
borrowings. These funds are used principally to originate loans and acquire
investment securities.

     As of December 31, 2002, certificates of deposit represented 69% of total
deposits, while non-interest bearing demand accounts ("DDAs," or checking
accounts) represented 7%, savings accounts less than 1% and interest-bearing
demand accounts and money market accounts 24%.  Management believes that the
Bank will have sufficient sources of funds to meet the liquidity needs
relating to deposit and savings accounts and maturing certificates of deposit
for the next fiscal year.

     As of December 31, 2002, the Bank had commitments to fund loans of $10.69
million. Management believes the Bank has adequate resources to meet its
normal funding requirements.

Asset/Liability Management; Sensitivity To Changes In Interest Rates

     Like other financial institutions, the Bank is subject to interest rate
risk.  Interest-earning assets could mature or reprice more rapidly than, or
on a different basis from, interest-bearing liabilities (primarily borrowings
and deposits with short- and medium-term maturities) in a period of declining
interest rates. Although having assets that mature or reprice more frequently
on average than liabilities will be beneficial in times of rising interest
rates, such an asset/liability structure will result in lower net interest
income during periods of declining interest rates. Interest rate sensitivity,
or interest rate risk, relates to the effect of changing interest rates on net
interest income. Interest-earning assets with interest rates tied to the prime
rate for example, or that mature in relatively short periods of time, are
considered interest-rate sensitive. Interest-bearing liabilities with interest
rates that can be repriced in a discretionary manner, or that mature in
relatively short periods of time, are also considered interest-rate sensitive.
The differences between interest-sensitive assets and interest-sensitive
liabilities over various time horizons are commonly referred to as sensitivity
gaps. As interest rates change, the sensitivity gap will have either a
favorable effect or an adverse effect on net interest income. A negative gap
- -- with liabilities repricing more rapidly than assets   generally should have
a favorable effect when interest rates are falling, and an adverse effect when
rates are rising. A positive gap -- with assets repricing more rapidly than
liabilities -- generally should have the opposite effect: an adverse effect
when rates are falling and a favorable effect when rates are rising.

     Bank management monitors its interest rate sensitivity position and
attempts to limit exposure to interest rate risk. The Bank strives to maintain
the one-year cumulative, interest-rate sensitivity gap within a range of
negative 25%

                                     D-18

<PAGE>




to positive 25%. As the table below illustrates, the one-year gap was within
this range as of December 31, 2002, with a positive one-year gap of 10.90%.

     The following table illustrates the maturities or repricing of the Bank's
assets and liabilities as of December 31, 2002, based upon the contractual
maturity or contractual repricing dates of loans and the contractual
maturities of time deposits. Prepayment assumptions have not been applied to
fixed-rate mortgage loans. Demand loans, loans having no stated schedule of
repayments and no stated maturity, and overdrafts are reported as due in one
year or less. Allocation of deposits other than time deposits to the various
maturity and repricing periods is based upon management's best estimate.


<TABLE>

                                        INTEREST RATE SENSITIVITY-STATIC GAP BASIS
                                        BY REPRICING INTERVAL (by months to maturity)
                            Immediate     0-3       3-6      6-12     12-24     24-36      36-48      >48
                            ---------   -------   -------  -------  --------   -------    -------   -------
                                                    (Dollars in thousands)
<s>                          <c>        <c>      <c>       <c>      <c>        <c>       <c>        <c>
RATE SENSITIVE ASSETS (RSA)
  Fed Funds                  $13,220    $        $    --   $    --  $     --   $    --   $     --   $
  Securities available-
   for-sale                      145        906      155       562       619     1,119      1,619     1,174
  Loans (1)(2)                32,383     15,372    8,177     9,462    10,077     5,209      3,804     8,906
                             -------    -------  -------  -------   --------    -------   -------   -------
Total                        $45,748    $16,278  $ 8,332   $10,024  $ 10,696   $ 6,328   $  5,423   $10,080

RATE SENSITIVE ASSETS (RSA)
  All interest-bearing
   deposits                  $27,438    $16,282  $ 5,549  $16,336   $ 22,883    $10,883   $ 3,427   $ 1,671
  Repurchase Accounts          1,429          -       --       --         --         --         -         -
                             -------    -------  -------  -------   --------    -------   -------   -------
Total                        $28,867    $16,282  $ 5,549  $16,336   $ 22,883    $10,883   $ 3,427   $ 1,671

Interest rate sensitivity
 gap                         $16,881    $    (4) $ 2,783  $(6,312)  $(12,187)   $(4,555)  $ 1,996   $ 8,409
Cumulative                   $16,881    $16,877  $19,660  $13,348   $  1,161    $(3,394)  $(1,398)  $ 7,011
Cumulative gap as a % of
 total assets                  13.79%     13.78%   16.06%   10.90%      0.95%     (2.77)%   (1.14)%    5.73%

- -------------
(1)     For purposes of the gap analysis, loans are not reduced by the allowance for loan losses and
        non-performing loans.
(2)     For purposes of the gap analysis, premiums, unearned discounts and deferred loan fees are excluded.
</TABLE>


    This analysis of interest-rate sensitivity has a number of limitations.
The "gap" analysis above is based upon assumptions concerning such matters as
when assets and liabilities will reprice in a changing interest rate
environment.  Because these assumptions are no more than estimates, certain
assets and liabilities indicated as maturing or repricing within a stated
period might actually mature or reprice at different times and at different
volumes from those estimated. The actual prepayments and withdrawals after a
change in interest rates could deviate significantly from those assumed in
calculating the data shown in the table. Certain assets, adjustable-rate loans
for example, commonly have provisions that limit changes in interest rates
each time the interest rate changes and on a cumulative basis over the life of
the loan. Also, the renewal or repricing of certain assets and liabilities can
be discretionary and subject to competitive and other pressures. The ability
of many borrowers to service their debt could diminish after an interest rate
increase. Therefore, the gap table above does not and cannot necessarily
indicate the actual future impact of general interest movements on net
interest income.

     In addition to a static gap analysis of interest rate sensitivity, the
Bank also attempts to monitor interest rate risk from the perspective of
changes in the economic value of equity, also referred to as net portfolio
value (NPV), and changes in net interest income. Changes to the NPV and net
interest income are simulated using instant and permanent rate shocks of plus
and minus 200 basis points, in increments of 50 basis points. These results
are then compared to prior periods to determine the effect of previously
implemented strategies. If estimated changes to NPV or net interest income are
not within acceptable limits, the Board may direct management to adjust its
asset and liability mix to bring interest rate risk within acceptable limits.
The NPV calculations are based on the net present value of discounted cash
flows, using market prepayment assumptions and market rates of interest for
each asset and liability product type based on its characteristics. The
theoretical projected change in NPV and net interest income over a 12-month
period under each of the instantaneous and permanent rate shocks have been
calculated by the Bank using computer simulation.

     The Bank's simulation analysis forecasts net interest income and earnings
given unchanged interest rates (stable rate scenario). The model then
estimates a percentage change from the stable rate scenario under scenarios of
rising and

                                     D-19

<PAGE>




falling market interest rates over various time horizons. The simulation model
estimates that if a decline of 200 basis points occurs, net interest income
(interest income less interest expense) could be adversely affected up to
approximately 9.44%, while a similar increase in market rates would have a
favorable impact of approximately 9.48%. Because of uncertainties about
customer behavior, refinance activity, absolute and relative loan and deposit
pricing levels, competitor pricing and market behavior, product volumes and
mix, and other unexpected changes in economic events affecting movements and
volatility in market rates, there can be no assurance that simulation results
are reliable indicators of earnings under such conditions.

       (Prime rate on 12/31/02 = 4.25%)    Projected       Projected
                                          Percentage      Percentage
                                           Change in       Change in
                                            Interest    Market Value
                                              Margin       in Equity
                                           ---------     -----------

               Change in
           Interest Rates of:
                 (2.00%)                     (9.44%)         5.31%
                 (1.50%)                     (7.07%)         3.29%
                 (1.00%)                     (4.56%)         2.09%
                 (0.50%)                     (2.31%)         0.98%
                  0.00%                       0.00%          0.00%
                  0.50%                       2.39%         (0.89%)
                  1.00%                       4.71%         (1.68%)
                  1.50%                       7.32%         (2.39%)
                  2.00%                       9.48%         (3.00%)

     It is the Bank's policy to manage interest rate risk to maximize
long-term profitability under the range of likely interest-rate scenarios.

                                     D-20

<PAGE>





MOSS-ADAMS LLP
- -----------------------------------------------------------------------------
Certified Public Accountants


INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders
Today's Bancorp, Inc. and Subsidiary


We have audited the accompanying consolidated balance sheets of Today's
Bancorp, Inc. and subsidiary, as of December 31, 2002 and 2001, and the
related consolidated statements of operations and comprehensive income (loss),
changes in stockholders' equity, and cash flows for each of the years then
ended. These consolidated financial statements are the responsibility of
Today's Bancorp, Inc.'s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Today's
Bancorp, Inc. and subsidiary, as of December 31, 2002 and 2001, and the
results of their operations and their cash flows for each of the years then
ended, in conformity with accounting principles generally accepted in the
United States of America.


/s/Moss Adams LLP


Portland, Oregon
February 28, 2003

                                                                         D-21

<PAGE>



                                         TODAY'S BANCORP INC. AND SUBSIDIARY
                                                 CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------

                                                         December 31,
                                                 ---------------------------
                                                     2002           2001
                                                 ------------   ------------
ASSETS
 Cash and due from banks                         $  3,315,619   $  2,277,242
 Interest-bearing deposits with other banks         4,431,681      2,762,880
 Federal funds sold                                13,500,000      1,890,000
                                                 ------------   ------------
   Total cash and cash equivalents                 21,247,300      6,930,122

 Investment securities available-for-sale           6,258,937      4,189,756
 Investment securities held-to-maturity                     -      3,274,439
 Federal Home Loan Bank stock                         145,200        123,300
 Loans, net of allowance for loan losses and
   unearned income                                 91,163,609     63,910,262
 Furniture, equipment, and leasehold improvements,
  net of accumulated depreciation and amortization  1,312,511      1,119,284
 Other real estate owned                                    -        475,118
 Deferred taxes                                     1,339,736        528,000
 Accrued interest receivable and other assets         909,318        728,289
                                                 ------------   ------------
TOTAL ASSETS                                     $122,376,611   $ 81,278,570
                                                 ============   ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
 Deposits:
  Noninterest-bearing demand deposits            $  7,456,793   $  6,101,826
  Interest-bearing demand and money market
    accounts                                       26,806,406     12,967,698
  Savings deposits                                    631,924        562,995
  Time deposits                                    76,914,297     53,946,569
                                                 ------------   ------------
   Total deposits                                 111,809,420     73,579,088

 Repurchase agreements                              1,429,697      1,899,237
 Accrued interest payable and other liabilities       395,767        439,335
                                                 ------------   ------------
   Total liabilities                              113,634,884     75,917,660
                                                 ------------   ------------
COMMITMENTS AND CONTINGENCIES (Note 14)

STOCKHOLDERS' EQUITY
 Common stock, no par value, 10,000,000 shares
   authorized (4,000,000 in 2001); 1,147,579 and
   650,400 shares issued and outstanding in 2002
   and 2001, respectively                          11,362,376      6,414,370
 Accumulated deficit                               (2,686,591)    (1,053,874)
 Accumulated other comprehensive income, net
   of taxes                                            65,942            414
                                                 ------------   ------------
   Total stockholders' equity                       8,741,727      5,360,910
                                                 ------------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $122,376,611   $ 81,278,570
                                                 ============   ============

See accompanying notes                                                  D-22
- ----------------------------------------------------------------------------


<PAGE>




TODAY'S BANCORP INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
- ----------------------------------------------------------------------------

                                                    Years Ended December 31,
                                                   ------------------------
                                                      2002          2001
                                                   ----------    ----------
INTEREST INCOME
 Interest on loans                                 $6,544,859    $3,916,677
 Interest on investment securities                    447,727       286,542
 Interest on federal funds sold                        61,578       114,122
                                                   ----------    ----------
   Total interest income                            7,054,164     4,317,341
                                                   ----------    ----------
INTEREST EXPENSE
 Interest on interest-bearing deposit and
   savings accounts                                   457,454       263,090
 Interest on time deposit accounts                  2,697,661     1,902,877
 Interest on other borrowings                          27,763        32,425
                                                   ----------    ----------
   Total interest expense                           3,182,878     2,198,392
                                                   ----------    ----------
   Net interest income                              3,871,286     2,118,949

PROVISION FOR LOAN LOSSES                           3,263,824       532,655
                                                   ----------    ----------
   Net interest income after provision
    for loan losses                                   607,462     1,586,294
                                                   ----------    ----------
NONINTEREST INCOME
 Service charges and fees                             231,644       109,969
 Net gain on sale of investment securities
   available-for-sale                                  99,980        40,782
                                                   ----------    ----------
   Total noninterest income                           331,624       150,751
                                                   ----------    ----------
NONINTEREST EXPENSE
 Salaries and employee benefits                     1,521,539       822,991
 Occupancy and equipment                              627,703       449,111
 Advertising and promotional                          167,179       166,049
 Data processing                                      209,147       133,323
 Professional fees                                    409,240        82,408
 Correspondent bank fees                               78,250        46,467
 Insurance                                             57,656        34,732
 Other                                                312,825       175,181
                                                   ----------    ----------
   Total noninterest expense                        3,383,539     1,910,262
                                                   ----------    ----------

D-23
- ----------------------------------------------------------------------------

<PAGE>



                                         TODAY'S BANCORP INC. AND SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                             AND COMPREHENSIVE INCOME (LOSS)
- ----------------------------------------------------------------------------



LOSS BEFORE INCOME TAX BENEFIT                    $(2,444,453)   $ (173,217)

INCOME TAX BENEFIT                                    811,736       528,000
                                                  -----------    ----------
NET INCOME (LOSS)                                  (1,632,717)      354,783

OTHER COMPREHENSIVE INCOME (LOSS)
 Unrealized gain on investment securities
   available-for-sale, net of taxes                   131,515        17,826
 Reclassification for gains recorded on investment
  securities available-for-sale, net of taxes         (65,987)      (26,916)
                                                  -----------    ----------
   Total other comprehensive income (loss)             65,528        (9,090)
                                                  -----------    ----------
COMPREHENSIVE INCOME (LOSS)                       $(1,567,189)   $  345,693
                                                  ===========    ==========

See accompanying notes                                                  D-24
- ----------------------------------------------------------------------------

<PAGE>



                                         TODAY'S BANCORP INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------


                                                      Accumulated
                                                      Other          Total
                     Common Stock                     Comprehensive  Stock-
                 ---------------------   Accumulated  Income,        holders'
                   Shares     Amount       Deficit    net of taxes   Equity
                 --------- -----------   -----------  -----------  ----------
BALANCE,           650,000 $ 6,410,370   $(1,408,657)   $ 9,504    $5,011,217
 December 31, 2000

Issuance of common
 stock                 400       4,000             -          -         4,000

Net income and other
 comprehensive loss,
 net of taxes            -           -       354,783     (9,090)      345,693
                 --------- -----------   -----------    -------    ----------
BALANCE,           650,400   6,414,370    (1,053,874)       414     5,360,910
 December 31, 2001

Issuance of common
 stock, net of
 costs             497,179   4,948,006             -          -     4,948,006

Net loss and other
 comprehensive
 income, net of
 taxes                   -           -    (1,632,717)    65,528    (1,567,189)
                 --------- -----------   -----------    -------    ----------
BALANCE, December
  31, 2002       1,147,579 $11,362,376   $(2,686,591)   $65,942    $8,741,727
                 ========= ===========   ===========    =======    ==========

See accompanying notes                                                  D-25
- ----------------------------------------------------------------------------

<PAGE>


TODAY'S BANCORP INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
- ----------------------------------------------------------------------------

                                                     Years Ended December 31,
                                                    -------------------------
                                                        2002         2001
                                                    -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                  $(1,632,717)  $   354,783
 Adjustments to reconcile net income (loss) to net
    cash from operating activities:
  Gain on sale of investment securities available-
    for-sale                                            (99,980)      (40,782)
  Federal Home Loan Bank stock dividend                       -        (4,000)
  Depreciation and amortization                         272,371       186,327
  Provision for loan losses                           3,263,824       532,655
  Deferred tax benefit                                 (811,736)     (528,000)
  Loss on sale of other real estate owned                   118             -
  Gain on fixed assets disposal                             633             -

 Change in cash due to changes in certain assets
   and liabilities:
  Accrued interest receivable and other assets         (214,786)     (227,811)
  Accrued interest payable and other liabilities        (43,568)       23,464
                                                    -----------   -----------
    Net cash from operating activities                  734,159       296,636
                                                    -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sales and maturities of investment
  securities available-for-sale                       5,873,866     7,533,699
 Purchases of investment securities available-
   for-sale                                          (6,765,240)   (9,241,940)
 Purchases of investment securities held-to-
   maturity                                                   -    (4,772,106)
 Proceeds from maturities of investment securities
   held-to-maturity                                   2,273,919     3,006,941
 Purchase of Federal Home Loan Bank stock               (21,900)     (109,700)
 Net increase in loans                              (30,042,171)  (32,616,759)
 Proceeds from sale of fixed assets                      18,983             -
 Purchase of furniture, equipment, and leasehold
   improvements                                        (463,236)     (534,353)
                                                    -----------   -----------
    Net cash from investing activities              (29,125,779)  (36,734,218)
                                                    -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Net increase in demand deposit and savings
   accounts                                          15,262,604     9,115,215
 Net increase in time deposits                       22,967,728    28,925,319
 Net (decrease) increase in repurchase agreements      (469,540)    1,455,141
 Proceeds from the issuance of common stock,
   net of costs                                       4,948,006         4,000
                                                    -----------   -----------
    Net cash from financing activities               42,708,798    39,499,675
                                                    -----------   -----------


D-26
- ----------------------------------------------------------------------------

<PAGE>



                                         TODAY'S BANCORP INC. AND SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
- ----------------------------------------------------------------------------


                                                   Years Ended December 31,
                                                   ------------------------
                                                       2002         2001
                                                   -----------   ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS          $14,317,178   $3,062,093

CASH AND CASH EQUIVALENTS, beginning of year         6,930,122    3,868,029
                                                   -----------   ----------
CASH AND CASH EQUIVALENTS, end of year             $21,247,300   $6,930,122
                                                   ===========   ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION
 Interest paid in cash                             $ 3,117,633   $2,018,877
                                                   ===========   ==========
SUPPLEMENTAL DISCLOSURES OF FINANCING AND
  INVESTING ACTIVITIES
 Proceeds from sales of other real estate owned
   financed through loans                          $   475,000   $        -
                                                   ===========   ==========
 Change in unrealized gain (loss) on investment
   securities available-for-sale, net of tax       $    65,528   $   (9,090)
                                                   ===========   ==========
 Transfer of loan balance to other real estate
   owned                                           $         -   $  475,118
                                                   ===========   ==========

See accompanying notes.                                                 D-27
- ----------------------------------------------------------------------------

<PAGE>



TODAY'S BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation - The accompanying consolidated financial statements
include the accounts of Today's Bancorp, Inc. (Bancorp), a bank holding
company established in 2002, and its wholly-owned subsidiary, Today's Bank
(the Bank). Substantially all activity of Bancorp is conducted through its
subsidiary and all significant intercompany accounts and transactions have
been eliminated in preparation of the consolidated financial statements.

Organization - Bancorp is a Washington corporation and was formed in 2002 for
the purpose of becoming a holding company for the Bank. Bancorp is registered
as a bank holding company under the Bank Holding Company Act of 1945, as
amended, and is subject to the supervision and examination by the Federal
Reserve Board.

The reorganization was completed under a Plan of Exchange, whereby each of the
issued and outstanding shares of the Bank's common stock was exchanged for one
share of Bancorp common stock, and Bancorp became the sole stockholder of the
Bank effective September 30, 2002. The financial condition of Bancorp as of
December 31, 2002 and 2001, and the results of operations, changes in
stockholders' equity, and cash flows for each of the years then ended, include
the accounts of Bancorp and its subsidiary.

The Bank is a state-chartered financial institution authorized to provide
banking services in the state of Washington. From its headquarters in
Vancouver, Washington, the Bank offers commercial banking services to small
and medium size businesses, professionals, and retail customers in the Bank's
market area of Clark County, Washington. At December 31, 2002, the Bank had
two full-service branches, a commercial banking center, and two mobile
branches, all located in Vancouver.

Substantially all activity of Bancorp is conducted through its subsidiary
bank. The Bank, along with Bancorp, is subject to the regulations of certain
federal and state agencies and undergoes periodic examinations by those
regulatory authorities.

All significant intercompany accounts and transactions between Bancorp and its
subsidiary have been eliminated in the preparation of the consolidated
financial statements.

Financial statement presentation and use of estimates - The consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles and reporting practices applicable to the banking
industry. Preparation of the consolidated financial statements requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, and the reported amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.

D-28
- ----------------------------------------------------------------------------
<PAGE>




                                         TODAY'S BANCORP INC. AND SUBSIDIARY
                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (continued)

Significant estimates are necessary in determining the recorded value of the
allowance for loan losses and investment securities available-for-sale.
Management believes the assumptions used in arriving at these estimates are
appropriate.

Cash and cash equivalents - Cash and cash equivalents normally include cash on
hand, amounts due from banks, interest-bearing deposits with other banks, and
federal funds sold. Generally, federal funds sold are purchased and sold for
one-day periods.

Investment securities - Bancorp is required to designate debt and equity
securities as "available-for-sale," "held-to-maturity," or "trading"
investments. Accordingly, management has designated all of its investment
securities as either available-for-sale or held-to-maturity at December 31,
2002 and 2001, and accounts for its investments as follows:

Available-for-sale - Investment securities that will be held for indefinite
periods of time, including securities that may be sold in response to changes
in market interest or prepayment rates, needs for liquidity, and changes in
the availability of and the yield of alternative investments, are classified
as available-for-sale. These assets are carried at fair value based on quoted
market prices. Unrealized gains and losses, net of tax, are reported as other
comprehensive income. Gains and losses on the sale of available-for-sale
securities are determined using the specific-identification method.

Held-to-maturity - Investment securities that management has the positive
intent and ability to hold until maturity are classified as held-to-maturity
and are carried at their remaining unpaid principal balance, net of
unamortized premiums or unaccreted discounts. Premiums are amortized and
discounts are accreted using the interest method over the period remaining
until maturity.

Declines in the fair value of individual available-for-sale and held-to-
maturity securities below their cost, that are other than temporary, are
recognized by write-downs of the individual securities to their fair value.
Such write-downs would be included in earnings as realized losses. Premiums
and discounts are recognized in interest income using the effective interest
method over the period to maturity.

Federal Home Loan Bank stock - The Bank's equity investment in the Federal
Home Loan Bank (FHLB) is a restricted investment carried at cost, which
approximates its fair value. As a member of the FHLB system, the Bank is
required to maintain a minimum level of investment in FHLB stock based on
specific percentages of its outstanding FHLB advances. The Bank may request
redemption at par value of any stock in excess of the amount the Bank is
required to hold. Stock redemptions are made at the discretion of the FHLB.

                                                                        D-29
- ----------------------------------------------------------------------------

<PAGE>



TODAY'S BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (continued)

Loans, net of allowance for loan losses and unearned income   Loans are stated
at the amount of unpaid principal, reduced by an allowance for loan losses and
unearned income. Interest on loans is calculated by using the simple-interest
method on daily balances of the principal amount outstanding. Loan origination
fees and certain direct origination costs are capitalized and recognized as an
adjustment of the yield of the related loan.

The allowance for loan losses is established through a provision for loan
losses charged to expenses.  Loans are charged against the allowance for loan
losses when management believes that the collectibility of the principal is
unlikely.  The allowance is an amount that management believes will be
adequate to absorb possible losses on existing loans that may become
uncollectible, based on evaluations of the collectibility of loans and prior
loan loss experience.  The evaluations take into consideration such factors as
changes in the nature and volume of the loan portfolio, overall portfolio
quality, review of specific problem loans, and current economic conditions
that may affect the borrower's ability to pay. Various regulatory agencies, as
a regular part of their examination process, periodically review the Bank's
reserve for loan losses.  Such agencies may require the Bank to recognize
additions to the allowance based on their judgment of information available to
them at the time of their examinations.

Impaired loans are carried at the present value of expected future cash flows
discounted at the loan's effective interest rate, the loan's market price, or
the fair value of collateral if the loan is collateral dependent. Accrual of
interest is discontinued on impaired loans when management believes, after
considering economic and business conditions, collection efforts, and
collateral position, that the borrower's financial condition is such that
collection of interest is doubtful.  When interest accrual is discontinued,
all unpaid accrued interest is reversed.  Interest income is subsequently
recognized only to the extent cash payments are received.

Factored receivables - The Bank formerly offered customers an arrangement
through which it purchased customer receivables under the Business Manager
factoring program of Private Business, Inc. Under the program, the Bank
deducted a fee of approximately 3.5% from qualified accounts receivable and
withheld 10% of all outstanding factored receivables in a cash account
reserved for potential charge-offs or other adjustments.  The borrowers'
customer invoices were submitted to Private Business, Inc., which collected
and retained cash collections on accounts.  For its services, Private
Business, Inc. received 60% of the fee collected by the Bank. In 2001, the
Bank terminated the Business Manager factoring program and began liquidation
of the remaining portfolio. As of December 31, 2001, outstanding factored
receivable balances were $1,299,100, with cash reserve balances of $235,800.
There were no balances remaining in this program at December 31, 2002.

D-30
- ----------------------------------------------------------------------------

<PAGE>



                                         TODAY'S BANCORP INC. AND SUBSIDIARY
                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (continued)

Furniture, equipment, and leasehold improvements - Furniture, equipment, and
leasehold improvements are stated at cost, less accumulated depreciation and
amortization.  Depreciation and amortization are computed principally by the
straight-line method over the estimated useful lives of the assets or lease
term in the case of leasehold improvements, which range from three to ten
years.

Other real estate owned - Other real estate, acquired through foreclosure or
deeds in lieu of foreclosure, is carried at the lower of cost or estimated net
realizable value.  When property is acquired, any excess of the loan balance
over its estimated net realizable value is charged to the allowance for loan
losses. Subsequent write-downs to net realizable value, if any, or any
disposition gains or losses are included in noninterest income and expense.

Income taxes - Deferred income tax assets and liabilities are determined based
on the tax effects of the differences between the book and tax bases of the
various balance sheet assets and liabilities.  Deferred tax assets and
liabilities are reflected at currently enacted income tax rates applicable to
the period in which the deferred tax assets or liabilities are expected to be
realized or settled.  As changes in tax laws or rates are enacted, deferred
tax assets and liabilities are adjusted through the provision for income
taxes. Valuation allowances are established to reduce deferred tax assets if
it is more likely than not that all or a portion of the potential deferred tax
assets will not be realized.

Advertising - Advertising costs are charged to expense during the year in
which they are incurred.  Total advertising and promotional expenses were
$167,179 and $166,049 for the years ended December 31, 2002 and 2001,
respectively.

Stock-based compensation - Bancorp applies Accounting Principles Board Opinion
No. 25, "Accounting for Stock Options Issued to Employees," and related
interpretations in accounting for its stock option plan.  Accordingly,
compensation costs are recognized as the difference between the exercise price
of each option and the market price of Bancorp's stock at the date of each
grant.  As a result, no compensation costs were recognized in 2002 or 2001.
Had compensation cost for Bancorp's 2002 grants for stock-based compensation
plans been determined consistent with Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," its net
loss would approximate the pro forma amounts below.  There were no grants
during 2001.


                                            As            Pro
                                         Reported        Forma
                                       -----------    -----------
          Net Loss                     $(1,632,717)   $(1,645,712)
                                       ===========    ===========

                                                                        D-31
- ----------------------------------------------------------------------------

<PAGE>



TODAY'S BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (continued)

The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions for the
year ended December 31, 2002:

     Risk-free                    Expected
     Interest      Expected      Forfeiture      Expected        Expected
       Rate          Life          Rate          Volatility      Dividends
     --------      --------      ----------      ----------      ---------
       2.00%        3 years        4.00%           0.00%           0.00%

The effects of applying SFAS No. 123 in this pro forma disclosure are not
indicative of future amounts.

Off-balance-sheet financial instruments - In the ordinary course of business,
Bancorp enters into off-balance-sheet financial instruments consisting of
commitments to extend credit, commercial letters of credit, and standby
letters of credit.  These financial instruments are recorded in the
consolidated financial statements when they are funded or related fees are
incurred or received.

Fair value of financial instruments - The following methods and assumptions
were used by Bancorp in estimating fair values of financial instruments as
disclosed herein:

Cash and cash equivalents - The carrying amounts of cash and short-term
instruments approximate their fair value.

Held-to-maturity, available-for-sale, and restricted equity securities - Fair
values for investment securities, excluding restricted equity securities, are
based on quoted market prices.  The carrying values of restricted equity
securities approximate fair values.

Loans receivable - For variable-rate loans that reprice frequently and have no
significant change in credit risk, fair values are based on carrying values.
Fair values for other loans are estimated using discounted cash flow analyses,
using interest rates currently being offered for loans with similar terms to
borrowers of similar credit quality. Fair values for impaired loans are
estimated using a discounted cash flow analysis or underlying collateral
values, where applicable.

Deposit liabilities - The fair value of deposits with no stated maturity such
as noninterest-bearing demand deposits, savings, NOW accounts, and money
market and checking accounts was equal to the amount payable on demand.  The
fair value of time deposits with a stated maturity was based on the discounted
value of contractual cash flows.  The discount rate was estimated using rates
currently available in the local market.

D-32
- ----------------------------------------------------------------------------

<PAGE>



                                         TODAY'S BANCORP INC. AND SUBSIDIARY
                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (continued)

Repurchase agreements - The carrying value of repurchase agreements
approximates their fair value, as these agreements mature within 30 days.

Short-term borrowings - The carrying amounts of federal funds purchased,
borrowings under repurchase agreements, and other short-term borrowings
maturing within 90 days approximate their fair values.  Fair values of other
short-term borrowings are estimated using discounted cash flow analyses based
on the Bank's current incremental borrowing rate for similar types of
borrowing arrangements.

Accrued interest - The carrying amounts of accrued interest approximate their
fair values.

Off-balance-sheet instruments - The Bank's off-balance-sheet instruments
include unfunded commitments to extend credit and standby letters of credit.
The fair value of these instruments is not considered practicable to estimate
because of the lack of quoted market prices and the inability to estimate fair
value without incurring excessive costs.

Reclassifications - Certain reclassifications have been made to the 2001
financial statements to conform with the current year presentation.


NOTE 2 - INVESTMENT SECURITIES

The amortized cost and estimated fair values of the Bank's investment
securities at December 31, 2002 and 2001, are as follows:

                                           Gross       Gross     Estimated
                              Amortized Unrealized   Unrealized    Fair
                                 Cost      Gains       Losses      Value
                              ----------  --------     ------   ---------
December 31, 2002

Investment securities available-
  for-sale:
    FNMA Pool                 $  250,062  $    948     $    -   $  251,010
    FHLB notes                 3,253,468    27,344          -    3,280,812
    Collateralized mortgage
      obligations              2,656,230    70,885          -    2,727,115
                              ----------  --------     ------    ---------
                              $6,159,760  $ 99,177     $    -   $6,258,937
                              ==========  ========     ======   ==========

                                                                        D-33
- ----------------------------------------------------------------------------

<PAGE>



TODAY'S BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 2 - INVESTMENT SECURITIES - (continued)

                                             Gross      Gross     Estimated
                                Amortized Unrealized  Unrealized    Fair
                                   Cost      Gains      Losses      Value
                                  ------    ------      ------      ------
December 31, 2001

Investment securities available-
  for-sale:
    FNMA Pool                 $1,188,281   $   624     $    -    $1,188,905
    FHLB notes                 3,000,848         3          -     3,000,851
                              ----------   -------     ------    ----------
                              $4,189,129   $   627     $    -    $4,189,756
                              ==========   =======     ======    ==========

Investment securities held-to-
  maturity
    Federal Farm Credit Bank
     bond                     $  494,472   $ 2,878     $    -    $  497,350
    FNMA Pool                    250,956     6,961          -       257,917
    FNMA Pool                    248,652       131          -       248,783
    FHLB notes                 2,280,359    29,895          -     2,310,254
                              ----------   -------     ------    ----------
                              $3,274,439   $39,865     $    -    $3,314,304
                               =========   =======     ======    ==========


During 2002, the Bank re-categorized investment securities held-to-maturity
with an amortized cost of $1,007,277 to available-for-sale.  Unrealized gains,
net of deferred taxes approximating $21,679, were recorded as other
comprehensive income as a result of the transfer of investment securities to
the available-for-sale designation.


The amortized cost and estimated fair value of investment securities
available-for-sale, at December 31, 2002, by contractual maturity, are shown
below.  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.

                                                                 Estimated
                                                  Amortized        Fair
                                                    Cost           Value
                                                -----------     -----------
        Due within one year                     $   753,468     $   759,057
        Due after one year through five years     2,750,062       2,772,765
        Mortgage-backed securities                2,656,230       2,727,115
                                                -----------     -----------
                                                $ 6,159,760     $ 6,258,937
                                                ===========     ===========

D-34
- ----------------------------------------------------------------------------

<PAGE>



                                         TODAY'S BANCORP INC. AND SUBSIDIARY
                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 2 - INVESTMENT SECURITIES - (continued)

As of December 31, 2002 and 2001, investment securities with an amortized cost
of $6,159,760 and $3,274,439, respectively, were pledged to secure repurchase
agreements, Federal Home Loan Bank borrowings, and public deposits, as
required by law.


NOTE 3 - LOANS, NET OF ALLOWANCE FOR LOAN LOSSES AND UNEARNED INCOME

The loan portfolio consists of the following:

                                                     2002           2001
                                                 -----------    -----------
        Commercial loans                         $37,459,637    $25,012,417
        Real estate secured commercial loans      47,702,011     33,400,317
        Real estate secured consumer loans         5,577,940      4,063,903
        Consumer loans                             3,611,915      2,331,823
                                                 -----------    -----------
                                                  94,351,503     64,808,460

        Allowance for loan losses                 (3,020,144)      (838,452)
        Unearned income                             (167,750)       (59,746)
                                                 -----------    -----------
          Loans, net of allowance for loan losses
             and unearned income                 $91,163,609    $63,910,262
                                                 ===========    ===========

Changes in the allowance for loan losses were as follows:

                                                     2002           2001
                                                  ----------     ----------
        BALANCE, beginning of year                $  838,452     $  327,000
        Provision for loan losses                  3,263,824        532,655
        Loans charged off                         (1,096,669)       (21,203)
        Recoveries                                    14,537              -
                                                  ----------     ----------
        BALANCE, end of year                      $3,020,144     $  838,452
                                                  ==========     ==========

Restructured and other loans considered impaired had a recorded investment of
$2,557,775 and $102,010 at December 31, 2002 and 2001, respectively.  The
Bank's average investment in impaired loans, measured on the basis of the
present value of expected future cash flows discounted at the loans' effective
interest rates, was $1,329,893 and $51,005 during 2002 and

                                                                        D-35
- ----------------------------------------------------------------------------

<PAGE>



TODAY'S BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 3 - LOANS, NET OF ALLOWANCE FOR LOAN LOSSES AND UNEARNED INCOME
         (continued)

2001, respectively.  The total allowance for loan losses related to these
loans at December 31, 2002 and 2001, was $1,066,538 and $3,830, respectively.
Had the impaired loans performed according to their original terms, additional
interest income of $70,778 and $22,400 would have been recognized in 2002 and
2001, respectively.  Interest income recognized for cash payments received on
impaired loans was $115,271 in 2002 and $19,200 in 2001.



NOTE 4 - FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS

The major classifications of furniture, equipment, and leasehold improvements
are summarized as follows:


                                                      2002           2001
                                                  -----------     ----------
        Furniture and equipment                   $ 1,502,938     $  965,302
        Leasehold improvements                        480,406        361,486
                                                  -----------     ----------
                                                    1,983,344      1,326,788
        Less accumulated depreciation and
          amortization                               (674,159)      (419,453)
                                                  -----------     ----------
                                                    1,309,185        907,335
        Construction-in-process                         3,326        211,949
                                                  -----------     ----------
           Furniture, equipment, and leasehold
             improvements, net of accumulated
             depreciation and amortization        $ 1,312,511     $1,119,284
                                                  ===========     ==========

NOTE 5 - TIME DEPOSITS

Time certificates of deposit of $100,000 and over, aggregated $48,115,475 and
$28,336,060 at December 31, 2002 and 2001, respectively.

At December 31, 2002, the scheduled maturities for all time deposits are as
follows:


        Years ending December 31, 2003     $ 38,260,390
                                  2004       22,883,077
                                  2005       10,880,017
                                  2006        3,364,875
                                  2007        1,525,938
                                           ------------
                                           $ 76,914,297
                                           ============

D-36
- ----------------------------------------------------------------------------

<PAGE>



                                         TODAY'S BANCORP INC. AND SUBSIDIARY
                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 6 - REPURCHASE AGREEMENTS

As of December 31, 2002 and 2001, the Bank had outstanding securities sold
under agreements to repurchase totaling $1,429,697 and $1,899,237,
respectively.  Repurchase agreements, which generally mature on a short-term
basis and are secured by the Bank's pledged investment securities, provided
interest at rates which ranged from 1.75% to 2.75% at December 31, 2002, and
1.24% as of December 31, 2001.



NOTE 7 - LINES OF CREDIT AND BORROWED FUNDS

The Bank is a member of the Federal Home Loan Bank (FHLB) of Seattle and has
entered into a credit arrangement with the FHLB.  Borrowings under the credit
arrangement are collateralized by the Bank's FHLB stock as well as deposits or
other instruments which may be pledged.  In January 2002, the Bank borrowed
$2.8 million from the FHLB.  The note matured on February 27, 2002, and
carried a fixed rate of interest of 1.98%.  As of December 31, 2002 and 2001,
the Bank had no borrowings outstanding with the FHLB.

Additionally, the Bank has federal funds lines of credit agreements with two
financial institutions.  The maximum borrowings available under these lines
totaled $3.5 million.  At December 31, 2002 and 2001, there were no borrowings
outstanding under these agreements.


NOTE 8 - INCOME TAXES

The income tax benefit consists of the following:


                                             2002               2001
                                          ---------          ---------
    Deferred tax benefit                  $ 811,736          $  57,000
    Change in valuation allowance                 -            471,000
                                          ---------          ---------
      Income tax benefit                  $ 811,736          $ 528,000
                                          =========          =========

                                                                       D-37
- ---------------------------------------------------------------------------

<PAGE>



TODAY'S BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 8 - INCOME TAXES   (continued)


The net deferred tax assets in the accompanying consolidated balance sheets
consist of the following:

                                                      2002           2001
                                                   ----------     ----------
     Deferred tax assets:
        Net operating loss carryforward            $  556,847     $  330,000
        Loan loss reserve                             790,474        178,000
        Unamortized preopening expenses                51,789         63,000
        Other                                          44,195          1,000
                                                   ----------     ----------
                                                    1,443,305        572,000
                                                   ----------     ----------
     Deferred tax liabilities:
        Deferred loan fees                            (81,503)       (18,000)
        Accumulated depreciation                      (20,587)       (10,000)
        Other                                          (1,479)       (16,000)
                                                   ----------     ----------
                                                     (103,569)       (44,000)
                                                   ----------     ----------
            Net deferred tax assets                $1,339,736     $  528,000
                                                   ==========     ==========

As of December 31, 2002, Bancorp had available to offset future taxable
income, net operating loss carryforwards of approximately $1,619,000 and
unamortized preopening expenses, capitalized for tax purposes, of $150,000.
The carryforwards will begin expiring in 2019, unless utilized in earlier tax
years. The preopening expenses are being amortized and deducted for tax
purposes over 60 months.


At December 31, 2002, management has assessed the realizability of deferred
tax assets and believes it is more likely than not that all deferred tax
assets will be realized in the normal course of business.  Accordingly,
management has not reduced deferred tax assets by a valuation allowance.


NOTE 9 - STOCK-BASED COMPENSATION

Bancorp maintains a stock incentive plan originally adopted by the Bank prior
to Bancorp's formation.  The exercise price for each option is the fair market
price of the underlying common stock at the time the option is granted.
Options vest ratably over five years, beginning with the grant date, and
expire ten years after the effective date of grant.

D-38
- ----------------------------------------------------------------------------

<PAGE>



TODAY'S BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 9 - STOCK-BASED COMPENSATION   (continued)

The following summarizes options available and outstanding under this plan:

                                                                   Weighted-
                                                       Number      Average
                                                         of        Exercise
                                                       Options     Price
                                                       -------     --------
     Options under grant as of December 31, 2000        64,000      $   10
     Options exercised                                    (400)     $   10
     Options forfeited                                  (4,600)     $   10
                                                       -------
     Options under grant as of December 31, 2001        59,000      $   10
                                                       =======      ======

     Options exercisable as of December 31, 2001        23,600      $   10
                                                       =======      ======
     Options reserved as of December 31, 2001           57,600
                                                       =======

     Options under grant as of December 31, 2001        59,000      $   10
     Options granted                                    27,500      $   10
     Options forfeited                                 (14,500)     $   10
                                                       -------
     Options under grant as of December 31, 2002        72,000      $   10
                                                       =======      ======
     Options exercisable as of December 31, 2002        34,200      $   10
                                                       =======      ======
     Options reserved as of December 31, 2002           44,600
                                                       =======


NOTE 10 - EMPLOYEE BENEFITS

The Bank has established a salary deferral retirement savings plan which
allows employees to defer certain amounts of compensation for income tax
purposes under Section 401(k) of the Internal Revenue Code.  Under the plan,
all employees over the age of 21 are eligible to participate in the plan.
Employees may elect to defer and contribute up to the statutory limits.
The Bank makes 50% matching contributions up to 3% of total employee
contributions.  Employees vest in the employer match ratably over a three-year
period based on the date of hire.  For the years ended December 31, 2002 and
2001, the Bank's matching contribution was $9,015 and $9,140, respectively.

                                                                        D-39
- ----------------------------------------------------------------------------

<PAGE>



TODAY'S BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 11 - TRANSACTIONS WITH RELATED PARTIES

Certain directors, executive officers, and principal stockholders are
customers of and have had banking transactions with the Bank in the ordinary
course of business, and the Bank expects to have such transactions in the
future.  All loans and commitments to loan included in such transactions are
made in compliance with applicable laws on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and, in the opinion of management,
do not involve more than the normal risk of collectibility or present any
other unfavorable features.  The amount of loans outstanding to directors,
executive officers, principal stockholders, and companies with which they are
associated was as follows:

                                                      2002        2001
                                                    ---------   ---------
        BALANCE, beginning of year                  $ 288,171   $ 638,342
        Loans made                                    216,819      19,396
        Loans repaid                                  (91,374)   (369,567)
                                                    ---------   ---------
        BALANCE, end of year                        $ 413,616   $ 288,171
                                                    =========   =========

In November 1999, the Bank awarded a retention bonus to an executive officer
of the Bank which provided for payment of $102,000 in exchange for an
agreement to pay back all or a portion of this amount if the executive does
not remain employed by the Bank for at least three years.  The $102,000
principal was to be forgiven at a rate of $34,000 per year for each of the
three years the executive remains employed by the Bank.  Interest on the
amount payable to the Bank accrues at 8.5% and would be forgiven if the
executive remains employed for three years.  A receivable for this retention
bonus of $31,258 as of December 31, 2001, is included in other assets.  There
was no balance remaining at December 31, 2002.


NOTE 12 - CONCENTRATIONS OF CREDIT RISK

Substantially, all of the Bank's loans, commitments, and commercial and
standby letters of credit have been granted to customers in the Bank's market
area. The majority of such customers are also depositors of the Bank.
Concentrations of credit by type of loan are set forth in Note 3.  The
distribution of commitments to extend credit approximates the distribution of
loans outstanding.  The Bank's loan policies do not allow the extension of
credit to any single borrower or group of related borrowers in excess of
$500,000 without approval from the Bank's loan committee.

D-40
- ----------------------------------------------------------------------------

<PAGE>



                                         TODAY'S BANCORP INC. AND SUBSIDIARY
                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 13 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

In the normal course of business to meet the financing needs of its customers,
the Bank is a party to financial instruments with off-balance-sheet risk.
These financial instruments include commitments to extend credit and the
issuance of letters of credit.  These instruments involve, to varying degrees,
elements of credit and interest rate risk in excess of the amounts recognized
in the consolidated balance sheets.  The contract amounts of those instruments
reflect the extent of involvement the Bank has in particular classes of
financial instruments.

The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit and letters
of credit written is represented by the contractual amount of those
instruments.  The Bank uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to customers as long as
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee.  Since many of the commitments are expected
to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements.  The amount of collateral
obtained, if deemed necessary by the Bank upon extension of credit, is based
on management's credit evaluation of the counterparty.  Collateral held varies
but may include accounts receivable, inventory, property and equipment, and
income-producing properties.

Letters of credit written are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party.  Those guarantees
are primarily issued to support public and private borrowing arrangements,
including commercial paper, bond financing, and similar transactions.  The
credit risk involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers.  The Bank holds cash,
marketable securities, or real estate as collateral supporting those
commitments for which collateral is deemed necessary.


The following summarizes the Bank's outstanding off-balance-sheet loan
commitments:

                                       Contract Amount
                                       as of December 31,
                                  ----------------------------
                                      2002           2001
                                  ------------    ------------
   Commitments to extend credit   $ 10,685,507    $ 21,293,867
                                  ============    ============

                                                                        D-41
- ----------------------------------------------------------------------------

<PAGE>



TODAY'S BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 14 - COMMITMENTS AND CONTINGENCIES

Operating lease commitments - The Bank leases branch and office space in
Vancouver, Washington.  The lease agreements expire on January 31, 2009.  The
Bank also leases office equipment and a vehicle under noncancellable operating
leases.

Future minimum lease payments under noncancellable lease agreements are as
follows:

     Years ending December 31, 2003         $  224,125
                               2004            224,730
                               2005            210,818
                               2006            144,203
                               2007            132,803
                               Thereafter       82,737
                                            ----------
                                            $1,019,416
                                            ==========


For the years ended December 31, 2002 and 2001, rent expense for all operating
leases was $189,817 and $134,245, respectively.

Employment agreements - The Bank has entered into employment agreements with
certain executives.  The agreements, which expire on December 31, 2003 and
2004, provide for payments of up to 200% of the executives' 2002 annual
compensation in the event of a change in Bank control, as defined in the
employment agreements.

Legal contingencies - Bancorp may become involved in certain claims and legal
actions arising in the ordinary course of business.  In the opinion of
management, after consultation with legal counsel, there are no current
matters expected to have a material adverse effect on the consolidated
financial condition of Bancorp.


NOTE 15 - REGULATORY MATTERS

Bancorp and the Bank are subject to various regulatory capital requirements
administered by the federal and state banking agencies.  Failure to meet
minimum capital requirements can initiate certain mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could have
a direct material effect on a bank's financial statements.  Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
banks must meet specific capital guidelines that involve quantitative measures
of the bank's assets, liabilities, and certain off-balance-sheet items as
calculated under regulatory accounting practices.  Capital amounts and
classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.

D-42
- ----------------------------------------------------------------------------

<PAGE>



                                         TODAY'S BANCORP INC. AND SUBSIDIARY
                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 15 - REGULATORY MATTERS   (continued)

Quantitative measures established by regulation to ensure capital adequacy
require Bancorp and the Bank to maintain minimum amounts and ratios (set forth
in the table below) of total and Tier 1 capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier 1 capital
to average assets (as defined).  Management believes, as of December 31, 2002,
that Bancorp and the Bank meet all capital adequacy requirements to which they
are subject.

As of December 31, 2002, the Bank was categorized as adequately capitalized
under the regulatory framework.  To be categorized as adequately capitalized,
Bancorp and the Bank must maintain minimum total risk-based capital, Tier 1
risk-based capital, and Tier 1 leverage capital ratios as set forth in the
table below.  There are no conditions or events since that notification that
management believes may have changed the institutions' category.


                                                              To be Well-
                                                 To Be      Capitalized Under
                                              Adequately    Prompt Corrective
                               Actual         Capitalized   Action Provisions
                           --------------   --------------   ---------------
                           Amount   Ratio   Amount   Ratio   Amount   Ratio
                           ------   -----   ------   -----   ------   -----
(dollars in thousands)
December 31, 2002:

Total capital to risk-
  weighted assets
 Today's Bancorp, Inc.    $ 8,925     9%   $ 7,856    >8%        N/A     N/A
                                                      -
 Today's Bank             $ 8,843     9%   $ 7,854    >8%    $ 9,818    >10%
                                                      -                 -
Tier 1 capital to risk-
  weighted assets
 Today's Bancorp, Inc.    $ 7,675     8%   $ 3,928    >4%        N/A     N/A
                                                      -
 Today's Bank             $ 7,594     8%   $ 3,927    >4%    $ 5,891     >6%
                                                      -                  -
Tier 1 capital to average
  assets
 Today's Bancorp, Inc.    $ 7,675     7%   $ 4,621    >4%        N/A     N/A
                                                      -
 Today's Bank             $ 7,594     7%   $ 4,616    >4%    $ 5,770     >5%
                                                      -                  -

                                                                        D-43
- ----------------------------------------------------------------------------

<PAGE>



TODAY'S BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 15 - REGULATORY MATTERS   (continued)

                                                              To be Well-
                                                 To Be      Capitalized Under
                                              Adequately    Prompt Corrective
                               Actual         Capitalized   Action Provisions
                           --------------   --------------   ---------------
                           Amount   Ratio   Amount   Ratio    Amount   Ratio
                           ------   -----   ------   -----    ------   -----
(dollars in thousands)
December 31, 2001:

Total capital to risk-
 weighted assets          $ 5,868     9%   $ 5,493    >8%    $ 6,866    >10%
                                                      -                 -
Tier 1 capital to risk-
 weighted assets          $ 5,030     7%   $ 2,746    >4%    $ 4,120    >6%
                                                      -                 -
Tier 1 capital to
 average assets           $ 5,030     7%   $ 3,087    >4%    $ 3,859    >5%
                                                      -                 -


Bancorp and the Bank are prohibited from declaring or paying any dividends in
an amount greater than undivided profits (retained earnings).  At December 31,
2002 and 2001, Bancorp and the Bank had no undivided profits available for
payment of dividends.


NOTE 16 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following table estimates fair value and the related carrying amounts of
Bancorp's financial instruments (in thousands):

                                          2002                   2001
                                ---------------------   ---------------------
                                 Carrying     Fair      Carrying      Fair
                                  Amount      Value       Amount      Value
Financial assets:               ---------   ---------   ---------   ---------
  Cash and due from banks     $ 3,315,619 $ 3,315,619 $ 2,277,242 $ 2,277,242
  Interest-bearing deposits
    with other banks          $ 4,431,681 $ 4,431,681 $ 2,762,880 $ 2,762,880
  Federal funds sold          $13,500,000 $13,500,000 $ 1,890,000 $ 1,890,000
  Investment securities
    available-for-sale        $ 6,258,937 $ 6,258,937 $ 4,189,756 $ 4,189,756
  Investment securities held-
    to-maturity               $         - $         - $ 3,274,439 $ 3,314,304
  Federal Home Loan Bank stock    145,200 $   145,200 $   123,300 $   123,300
  Loans receivable            $94,351,503 $98,584,745 $64,808,460 $65,321,209
  Accrued interest receivable $   778,180 $   778,180 $   526,980 $   526,980

D-44
- ----------------------------------------------------------------------------

<PAGE>



                                         TODAY'S BANCORP INC. AND SUBSIDIARY
                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 16 - FAIR VALUES OF FINANCIAL INSTRUMENTS   (continued)

                                         2002                   2001
                                ---------------------   ---------------------
                                 Carrying     Fair      Carrying      Fair
                                  Amount      Value       Amount      Value
                                ---------   ---------   ---------   ---------
Financial liabilities:
 Demand and savings deposits  $34,895,123 $34,895,123 $19,632,519 $19,587,995
 Time deposits                $76,914,297 $78,368,575 $53,946,569 $54,823,605
 Repurchase agreements        $ 1,429,697 $ 1,429,697 $ 1,899,237 $ 1,899,237
 Accrued interest payable and
  other liabilities           $   395,767 $   395,767 $   439,335 $   439,335


While estimates of fair value are based on management's judgment of the most
appropriate factors, there is no assurance that were Bancorp to have disposed
of such items at December 31, 2002 and 2001, the estimated fair values would
necessarily have been achieved at that date, since market values may differ
depending on various circumstances.  The estimated fair values at December 31,
2002 and 2001, should not necessarily be considered applicable at subsequent
dates.

In addition, other assets and liabilities of Bancorp that are not defined as
financial instruments are not included in the above disclosures, such as
premises and equipment.  Also, nonfinancial instruments, typically not
recognized in the consolidated financial statements, nevertheless, may
have value but are not included in the above disclosures.  These include,
among other items, the estimated earnings power of core deposit accounts, the
trained work force, customer goodwill, and similar items.


NOTE 17 - STOCK OFFERING

In February 2002, the Bank registered 500,000 units, each unit consisting of
one share of common stock, with one warrant entitling the holder to purchase
one additional share of stock, for sale to the public at a price of $10 per
share.  Each warrant is convertible into one share of common stock at a price
of $12.50 per share, and will expire on March 31, 2004.  During 2002, 481,200
shares were sold, resulting in net proceeds of $4,788,216 after deducting
$23,784 for legal, accounting and printing fees, and other offering expenses.
Net proceeds to the Bank were used for working capital, general corporate
expenses, and support of additional growth of the Bank.

                                                                        D-45
- ----------------------------------------------------------------------------

<PAGE>



TODAY'S BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

NOTE 18 - SUBSEQUENT EVENTS

In February 2003, the Bancorp entered into an Agreement and Plan of Merger
with Riverview Bancorp, Inc. (Riverview), a savings and loan holding company
based in Vancouver, Washington.  Under the agreement, Today's Bancorp, Inc.
will merge into Riverview.  Bancorp stockholders will be entitled to receive
either cash or shares of Riverview common stock in exchange for each share of
Bancorp common stock.

The merger, which has been approved by the directors of both companies, is
subject to certain conditions, including the approval of Bancorp stockholders,
receipt of regulatory approvals, and the registration of the shares to be
issued in the merger with the Securities and Exchange Commission.  The merger
is expected to be completed in the second calendar quarter of 2003.

D-46
- ----------------------------------------------------------------------------

<PAGE>



                                APPENDIX E

       RIVERVIEW BANCORP, INC. 2002 ANNUAL REPORT TO STOCKHOLDERS,
       QUARTERLY REPORT FOR THE QUARTER ENDED DECEMBER 31, 2002 AND
              CURRENT REPORT ON FORM 8-K DATED APRIL 2, 2003

<PAGE>



                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-K

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

       For the Fiscal Year Ended March 31, 2002

                               OR

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                      Commission File Number: 0-22957

                         RIVERVIEW BANCORP, INC.
      -------------------------------------------------------------------
     (Exact name of small business registrant as specified in its charter)

               Washington                                91-1838969
 --------------------------------------------          ---------------
(State or other jurisdiction of incorporation         (I.R.S. Employer
  or organization)                                      I.D. Number)

900 Washington St., Ste. 900,Vancouver, Washington           98660
- --------------------------------------------------        ----------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:      (360) 693-6650
                                                         --------------

Securities registered pursuant to Section 12(b) of the Act:      None
                                                               -------

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                                                     par value $.01 per share
                                                     ------------------------
                                                         (Title of Class)

Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.  YES [X]      NO [ ]

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K contained herein, and no disclosure will be contained, to the
best of the Registrant's knowledge, in any definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K.   [X]

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant, based on the closing sales price of the registrant's Common Stock
as quoted on the Nasdaq National Market System under the symbol "RVSB" on May
17, 2002, was approximately $62,908,814 (4,458,456 shares at $14.11 per
share).  It is assumed for purposes of this calculation that none of the
Registrant's officers, directors and 5% stockholders (including the Riverview
Bancorp Employee Stock Ownership Plan) are affiliates.  As of May 17, 2002,
there were issued and outstanding 4,458,456 shares of the Registrant's common
stock.

                   DOCUMENTS INCORPORATED BY REFERENCE

     1. Portions of Registrant's Definitive Proxy Statement for the 2002
        Annual Meeting of Shareholders (Part III).


                                  E-1

<PAGE>

<PAGE>
                               Part I


Item 1.  Business
- -----------------

General

Riverview Bancorp, Inc. ("Company"), a Washington corporation, was organized
on June 23, 1997 for the purpose of becoming the holding company for Riverview
Community Bank (the "Bank"), upon the Bank's reorganization as a wholly owned
subsidiary of the Company resulting from the conversion of Riverview, M.H.C.,
Camas, Washington , from a federal mutual holding company to a stock holding
company ("Conversion and Reorganization").  The Conversion and Reorganization
was completed on September 30, 1997. Riverview Savings Bank, FSB changed its
name to Riverview Community Bank effective June 29, 1998.  At March 31, 2002,
the Company had total assets of $392.1 million, total deposits of $259.7
million and shareholders' equity of $53.7 million.  All references to the
Company herein include the Bank where applicable.

The Bank is regulated by the Office of Thrift Supervision ("OTS"), its primary
regulator, and by the Federal Deposit Insurance Corporation ("FDIC"), the
insurer of its deposits.  The Bank's deposits are insured by the FDIC up to
applicable legal limits under the Savings Association Insurance Fund ("SAIF").
The Bank has been a member of the Federal Home Loan Bank ("FHLB") System since
1937.

The Company is a progressive community-oriented, financial institution, which
emphasizes local, personal service to residents of its primary market area.
The Company considers Clark, Cowlitz, Klickitat and Skamania counties of
Washington as its primary market area. The Company is engaged primarily in the
business of attracting deposits from the general public and using such funds
in its primary market area to originate mortgage loans secured by one- to
four- family residential real estate, multi-family, commercial construction,
commercial real estate and non-mortgage loans providing financing for business
commercial ("commercial") and consumer purposes. Commercial real estate loans
and commercial loans have grown from 5.22% and 0.93% of the loan portfolio,
respectively, in fiscal year 1998 to 27.48% and 7.17% respectively, in fiscal
2002.   The Company continues to change the composition of its loan portfolio
and the deposit base as part of its migration to commercial banking. The
consolidation among financial institutions in the Company's primary market
area has created a significant gap in the ability of the consolidated
financial institutions to serve customers. The Company's strategic plan
includes targeting this customer base, specifically small and medium size
businesses, professionals and wealth building individuals.  In pursuit of
these goals, the Company will emphasize controlled growth and the
diversification of its loan portfolio to include a higher portion of
commercial and commercial real estate loans.  A related goal is to increase
the proportion of personal and business checking account deposits used to fund
these new loans.  Significant portions of these new loan products carry
adjustable rates, higher yields, or shorter terms and higher credit risk than
the traditional fixed-rate mortgages.  The strategic plan stresses increased
emphasis on non-interest income, including increased fees for asset management
and deposit service charges.  The strategic plan is designed to enhance
earnings, reduce interest rate risk, and provide a more complete range of
financial services to customers and the local communities the Company serves.
The Company is well positioned to attract new customers and to increase its
market share given that the administrative headquarters and eight of its
twelve branches are located in Clark County, the fastest growing county in the
state of Washington according to the U.S. Census Bureau.

In order to support its strategy of growth, without compromising its local,
personal service to its customers and a commitment to asset quality, the
Company has made significant investments in experienced branch, lending, asset
management and support personnel and has incurred significant costs in
facility expansion. The Company's efficiency ratios reflect this investment
and will remain relatively high by industry standards for the foreseeable
future due to the emphasis on growth and local, personal service.  Control of
non-interest expenses remains a high priority for the management of the
Company.

The Company continuously reviews new products and services to give its
customers more financial options. With an emphasis on growth of non-interest
income and control of non-interest expense, all new technology and services
are

                                     E-2

<PAGE>

reviewed for business development and cost saving purposes.  The Company
continues to experience growth in the customer usage of the online banking
services.  Customers are able to conduct a full range of services on a
real-time basis, including balance inquiries, transfers and electronic
bill-paying.  This online service has also enhanced the delivery of cash
management services to commercial customers.  The internet banking branch web
site is www.riverviewbank.com.

Market Area

The Company conducts operations from its home office in Vancouver and twelve
branch offices in Camas, Washougal, Stevenson, White Salmon, Battle Ground,
Goldendale, Vancouver (five branch offices) and Longview, Washington.  The
Company's market area for lending and deposit taking activities encompasses
Clark, Cowlitz, Skamania and Klickitat Counties, throughout the Columbia River
Gorge area.  The Company operates a trust and financial services company,
Riverview Asset Management Corporation, located in downtown Vancouver,
Washington.  Riverview Mortgage, a mortgage broker division of the Company
originates mortgage loans (including construction loans) for various mortgage
companies predominantly in the Portland metropolitan areas, as well as for the
Company.  The Business and Professional Banking Division located at the
downtown Vancouver main branch offers commercial and business banking
services.  Vancouver is located in Clark County, which is just north of
Portland, Oregon.

Several businesses are located in the Vancouver area because of the favorable
tax structure and relatively lower energy costs in Washington as compared to
Oregon.  Washington has no state income tax and Clark County operates a public
electric utility that provides relatively lower cost electricity.  Located in
the Vancouver area are Sharp Electronics, Hewlett Packard, Georgia Pacific,
Underwriters Laboratory and Wafer Tech, as well as several support industries.
In addition to this industrial base, the Columbia River Gorge Scenic Area has
been a source of tourism, which has transformed the area from its past
dependence on the timber industry.

The Company faces strong competition from many financial institutions for
deposits and loan originations.


Lending Activities

General.  At March 31, 2002, the Company's total net loans receivable,
including loans held for sale, amounted to $288.5 million, or 73.6% of total
assets at that date.  The principal lending activity of the Company is the
origination of residential mortgage loans through its mortgage banking
activities, including residential construction loans and loans collateralized
by commercial properties.  While the Company has historically emphasized real
estate mortgage loans secured by one- to- four residential real estate, it has
been diversifying its loan portfolio by focusing on increasing the number of
originations of commercial, commercial real estate and consumer loans. A
substantial portion of the Company's loan portfolio is secured by real estate,
either as primary or secondary collateral, located in its primary market area.

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

                                     E-3

<PAGE>


<TABLE>
                                                              At March 31,
                             ------------------------------------------------------------------------------
                                  2002           2001             2000           1999             1998
                             --------------  --------------  --------------  --------------  --------------
                             Amount Percent  Amount Percent  Amount Percent  Amount Percent  Amount Percent
                             ------ -------  ------ -------  ------ -------  ------ -------  ------ -------
                                                           (Dollars in thousands)
Real estate loans:
 <s>                         <c>   <c>       <c>    <c>      <c>    <c>      <c>    <c>      <c>    <c>
 One- to- four family(1)   $ 73,536 22.62% $117,152 35.67% $102,542 37.61% $ 83,275 39.03% $ 96,225 51.93%
 Multi-family                 9,895  3.04    11,073  3.37    10,921  4.01     7,558  3.54     4,790  2.58
 Construction one- to-
    four family              71,148 21.89    60,041 18.28    49,338 18.10    45,524 21.34    35,003 18.89
 Construction multi-family    4,000  1.23     4,514  1.37     4,669  1.71     4,209  1.97     5,352  2.89
 Construction commercial      5,230  1.61     6,806  2.07     3,597  1.32     6,184  2.90         -     -
 Land                        27,406  8.43    24,230  7.38    25,475  9.34    24,932 11.68    16,431  8.87
 Commercial real estate      84,094 25.87    56,540 17.21    42,871 15.72    22,181 10.40     9,667  5.22
                          --------- -----  -------- -----  -------- -----  -------- -----  -------- -----
   Total real estate loans  275,309 84.69   280,356 85.35   239,413 87.81   193,863 90.86   167,468 90.38

Commercial                   23,319  7.17    23,099  7.03    15,976  5.87     4,049  1.90     1,732  0.93

Consumer loans:
 Automobile loans             2,132  0.66     3,223  0.98     2,875  1.05     3,146  1.47     2,829  1.53
 Savings account loans          515  0.16       440  0.13       356  0.13       490  0.23       653  0.35
 Home equity loans           21,598  6.65    18,761  5.71    11,148  4.09     9,096  4.26     9,885  5.33
 Other consumer loans         2,134  0.67     2,596  0.80     2,864  1.05     2,728  1.28     2,741  1.48
                          --------- -----  -------- -----  -------- -----  -------- -----  -------- -----
    Total consumer loans     26,379  8.14    25,020  7.62    17,243  6.32    15,460  7.24    16,108  8.69


Total loans and loans held
  for sale                 325,007 100.00% 328,475 100.00% 272,632 100.00% 213,372 100.00% 185,308 100.00%


Less:
 Undisbursed loans in
   process                   30,970          26,223          18,880          22,278          19,354
 Unamortized loan origination
  fees, net of direct costs   2,970           3,475           3,355           2,770           2,340
 Unearned discounts               -               -               1               1               2
 Allowance for loan losses    2,537           1,916           1,362           1,146             984
                          ---------        --------        --------        --------        --------
Total loans receivable,
   net(1)                  $288,530        $296,861        $249,034        $187,177        $162,628
                          =========        ========        ========        ========        ========
</TABLE>


(1)     Includes loans held for sale of  $1.8 million, $569,000, zero,
        $341,000 and  $1.4 million at March 31, 2002, 2001, 2000, 1999 and
        1998, respectively.

One- to- Four Family Real Estate Lending. The majority of the residential
loans are secured by one- to four- family residences located in the Company's
primary market area.  Underwriting standards require that one- to four- family
portfolio loans generally be owner occupied and that loan amounts not exceed
80% or (95% with private mortgage insurance) of the current appraised value or
cost, whichever is lower, of the underlying collateral.   Terms typically
range from 15 to 30 years as well as balloon mortgage loans with terms of
either five or seven years.  The Company originates both fixed rate mortgages
and adjustable rate mortgages ("ARMs") with repricing based on Treasury Bill
or other index.  The ability to generate volume in ARMs, however, is largely a
function of consumer preference and the interest rate environment.

In addition to originating one- to- four family loans for its portfolio, the
Company is an active mortgage broker for several third party mortgage lenders.
In recent periods, such mortgage brokerage activities have reduced the volume
of fixed rate one- to- four family loans that are originated and sold by the
Company. See "-- Loan Originations, Sales and Purchases" and "-- Mortgage
Brokerage."

                                   E-4

<PAGE>

The Company generally sells fixed-rate mortgage loans with maturities of 15
years or more and balloon mortgages  to the Federal Home Loan Mortgage
Corporation ("FHLMC"), servicing retained.  See "-- Loan Originations, Sales
and Purchases" and " -- Mortgage Loan Servicing."

As a marketing incentive, the Company offers ARM loans with a discounted or
"teaser" rate of up to 1.25% below the normal rate offered.  The borrower,
however, is qualified at the fully indexed rate.  Annual and lifetime interest
rate caps are based on the initial discounted rate.  "Teaser" rate loans are
subject to a prepayment penalty during the first three years of the loan term
if the borrower repays more than 20% of the outstanding principal balance per
year.  During the first year, the penalty is 3% of the outstanding principal
balance; during year two, the penalty is 2% of the outstanding principal
balance; and during year three, the penalty is 1% of the outstanding principal
balance.  The Company does not originate negative amortization loans.

The retention of ARM loans in the portfolio helps reduce the Company's
exposure to changes in interest rates.  There are, however, unquantifiable
credit risks resulting from the potential of increased costs arising from
changed rates to be paid by the customer.  It is possible that during periods
of rising interest rates the risk of default on ARM loans may increase as a
result of repricing and the increased costs to the borrower.  Furthermore,
because "teaser" rate loans originated by the Company generally provide for
initial rates of interest below the rates which would apply were the
adjustment index used for pricing initially (discounting), these loans are
subject to increased risks of default or delinquency.  Another consideration
is that although ARM loans allow the Company to increase the sensitivity of
its asset base to changes in interest rates, the extent of this interest
sensitivity is limited by the periodic and lifetime interest rate adjustment
limits.  Because of these considerations, the Company has no assurance that
yields on ARM loans will be sufficient to offset increases in its cost of
funds.

While one- to- four family residential real estate loans typically are
originated with 30-year terms and the Company permits its ARM loans to be
assumed by qualified borrowers, such loans generally remain outstanding for
substantially shorter periods because borrowers often prepay their loans in
full upon sale of the property pledged as security or upon refinancing the
original loan.  In addition, substantially all of the fixed interest rate
loans in the Company's loan portfolio contain due- on-sale clauses providing
that the Company may declare the unpaid amount due and payable upon the sale
of the property securing the loan.  The Company enforces these due-on-sale
clauses to the extent permitted by law.  Thus, average loan maturity is a
function of, among other factors, the level of purchase and sale activity in
the real estate market, prevailing interest rates and the interest rates
payable on outstanding loans.

The Company requires title insurance insuring the status of its lien on all of
the real estate secured loans and also requires that the fire and extended
coverage casualty insurance (and, if appropriate, flood insurance) be
maintained in an amount at least equal to the lesser of the loan balance and
the replacement cost of the improvements.  Where the value of the unimproved
real estate exceeds the amount of the loan on the real estate, the Company may
make exceptions to its property insurance requirements.

Construction Lending.  The Company actively originates three types of
residential construction loans: (i) speculative construction loans, (ii)
custom construction loans and (iii) construction/permanent loans.  Subject to
market conditions, the Company intends to increase its residential
construction lending activities.  To a lesser extent, the Company also
originates construction loans for the development of multi-family and
commercial properties.

                                    E-5

<PAGE>

The composition of the Company's construction loan portfolio was as follows:

                                                   At March 31,
                                      --------------------------------------
                                              2002                2001
                                      ------------------  ------------------
                                      Amount(1)  Percent  Amount(1)  Percent
                                      ---------  -------  ---------  -------
                                              (Dollars in thousands)
Speculative construction               $ 26,791   28.43%   $ 27,925   33.26%
Commercial/multi-family construction     13,605   14.44       9,131   10.88
Custom/presold construction              13,094   13.89      10,064   11.99
Construction/permanent                   26,078   27.67      22,754   27.11
Construction/land                        14,673   15.57      14,068   16.76
                                       --------  ------    --------  ------
  Total                                $ 94,241  100.00%   $ 83,942  100.00%
                                       ========  ======    ========  ======
(1)     Includes loans in process.

Speculative construction loans are made to home builders and are termed
"speculative" because the home builder does not have, at the time of loan
origination, a signed contract with a home buyer who has a commitment for
permanent financing with either the Company or another lender for the finished
home.  The home buyer may be identified either during or after the
construction period, with the risk that the builder will have to debt service
the speculative construction loan and finance real estate taxes and other
carrying costs of the completed home for a significant time after the
completion of construction until the home buyer is identified.  At March 31,
2002, the Company had one borrower with aggregate outstanding speculative loan
balances of more than $1.0 million, which totaled $1.7 million and was
performing according to original terms.

Unlike speculative construction loans, presold construction loans are made for
homes that have buyers. Presold construction loans are made to home builders
who, at the time of construction, have a signed contract with a home buyer who
has a commitment for permanent financing for the finished home with the
Company or another lender. Custom construction loans are made to the
homeowner. Custom/presold  construction loans are generally originated for a
term of 12 months.  At March 31, 2002, the largest short-term custom
construction loan and presold construction loan had outstanding balances of
$439,000 and $229,000, respectively, and were performing according to original
terms.

Construction/permanent loans are originated to the homeowner rather than the
home builder along with a commitment by the Company to originate a permanent
loan to the homeowner to repay the construction loan at the completion of
construction.  The construction phase of a construction/permanent loan
generally lasts six to nine months.  At the completion of construction, the
Company may either originate a fixed-rate mortgage loan or an ARM loan or use
its mortgage brokerage capabilities to obtain permanent financing for the
customer with another lender. At completion of construction the Company
originated permanent loan's interest rate is set at a market rate.  See "--
Mortgage Brokerage."  See "-- Loan Originations, Sales and Purchases" and "--
Mortgage Loan Servicing."  At March 31, 2002, the largest outstanding
construction/permanent loan had an outstanding balance of $543,000 and was
performing according to its original  terms.

The Company also provides construction financing for non-residential
properties (i.e., construction multi-family and construction commercial
properties).  The Company has increased its commercial lending resources with
the intent of increasing the amount of commercial real estate loan balances
such as construction commercial and construction multi-family loans.
Construction lending affords the Company the opportunity to achieve higher
interest rates and fees with shorter terms to maturity than does its single-
family permanent mortgage lending.  Construction lending, however, is
generally considered to involve a higher degree of risk than single-family
permanent mortgage lending because of the inherent difficulty in estimating
both a property's value at completion of the project and the estimated cost of
the project. The nature of these loans is such that they are generally more
difficult to evaluate and monitor.  If the estimate of
construction cost proves to be inaccurate, the Company may be required to
advance funds beyond the amount originally committed to permit completion of
the project.  If the estimate of value upon completion proves to be
inaccurate, the

                                      E-6

<PAGE>

Company may be confronted with a project whose value is insufficient to assure
full repayment.  Projects may also be jeopardized by disagreements between
borrowers and builders and by the failure of builders to pay subcontractors.
The Company has sought to address these risks by adhering to strict
underwriting policies, disbursement procedures, and monitoring practices.  In
addition, because the Company's construction lending is in its primary market
area, changes in the local economy and real estate market could adversely
affect the Company's construction loan portfolio. Of the $13.6 million
commercial construction loans outstanding at March 31, 2002, the loan
commitment amount ranges between $499,000 and $4.5 million. At March 31, 2002,
the largest outstanding construction commercial loan had an outstanding
balance of  $3.7 million and was performing according to its original terms.

Multi-Family Lending.  Multi-family mortgage loans generally have terms, which
range up to 25 years with maximum loan-to-value ratio up to 75%.  Both fixed
and adjustable rate loans are offered with a variety of terms to meet the
multi- family residential financing needs.  At March 31, 2002, the largest
multi-family mortgage had an outstanding loan balance of $1.2 million and was
performing according to original terms.

Multi-family mortgage lending affords the Company an opportunity to receive
interest at rates higher than those generally available from one- to- four
family residential lending.  However, loans secured by such properties usually
are greater in amount, more difficult to evaluate and monitor and, therefore,
involve a greater degree of risk than one- to- four family residential
mortgage loans.  Because payments on loans secured by multi-family properties
are often dependent on the successful operation and management of the
properties, repayment of such loans may be affected by adverse conditions in
the real estate market or the economy.  The Company seeks to minimize these
risks by strictly scrutinizing the financial condition of the borrower, the
quality of the collateral and the management of the property securing the
loan.  The Company also generally obtains personal guarantees from financially
capable parties based on a review of personal financial statements.

Land Lending.  The Company originates loans to local real estate developers
with whom it has established relationships for the purpose of developing
residential subdivisions (i.e., installing roads, sewers, water and other
utilities), as well as loans to individuals to purchase building lots.  Land
development loans are secured by a lien on the property and made for a period
not to exceed five years with an interest rate that adjusts with the prime
rate, and are made with loan-to-value ratios not exceeding 75%.  Monthly
interest payments are required during the term of the loan.  Subdivision loans
are structured so that the Company is repaid in full upon the sale by the
borrower of approximately 90% of the subdivision lots.  All of the
Company's land loans are secured by property located in its primary market
area. In addition, the Company also generally obtains personal guarantees from
financially capable parties based on a review of personal financial
statements.   At March 31, 2002, the largest outstanding land loan was $1.7
million and was performing according to original terms.

Loans secured by undeveloped land or improved lots involve greater risks than
one- to- four family residential mortgage loans because such loans are
advanced upon the predicted future value of the developed property.  If the
estimate of such future value proves to be inaccurate, in the event of default
and foreclosure, the Company may be confronted with a property the value of
which is insufficient to assure full repayment.  The Company attempts to
minimize this risk by limiting the maximum loan-to-value ratio on land loans
to 65% of the estimated developed value of the secured property.  Loans on raw
land may run the risk of adverse zoning changes, environmental or other
restrictions on future use.

Commercial Real Estate Lending. The Company originates commercial real estate
loans at both variable and fixed interest rates and secured by properties,
such as office buildings, retail/wholesale facilities and industrial
buildings, located in its primary market area.  The principal balance of an
average commercial real estate loan generally ranges between $40,000 and
$500,000.  At March 31, 2002, the largest commercial real estate loan had an
outstanding balance of $5.3 million and is secured by an office building
located in the Company's primary market area.  At March 31, 2002, the loan
was performing according to its original terms.

Commercial real estate lending affords the Company an opportunity to receive
interest at rates higher than those generally available from one- to- four
family residential lending.  However, loans secured by such properties usually
are greater in amount, more difficult to evaluate and monitor and, therefore,
involve a greater degree of risk than one- to-

                                      E-7

<PAGE>

four family residential mortgage loans.  Because payments on loans secured by
commercial properties often depend upon the successful operation and
management of the properties, repayment of such loans may be affected by
adverse conditions in the real estate market or the economy.  The Company
seeks to minimize these risks by limiting the maximum loan-to-value ratio to
75% and strictly scrutinizing the financial condition of the borrower, the
quality of the collateral and the management of the property securing the
loan.  At March 31, 2002, the Company had three commercial real estate loans
accounted for on a nonaccrual basis in the amount of $297,000.

Commercial Lending. The Company's commercial loan portfolio has increased to
7.17% of the total loan portfolio at March 31, 2002 from 0.93% at March 31,
1998.  The Company was able to increase the balance of outstanding commercial
loans and commitments due to the strong local economy, and the consolidation
of some local competitors offering commercial loans. The Company also hired
several experienced commercial bankers from competitors in the local market.
The growth in the commercial loan portfolio from 7.03% at March 31, 2001 to
7.17% at March 31, 2002 reflects the slow down experienced in the economy.

Commercial loans are generally made to customers who are well known to the
Company and are generally secured by business equipment or other property.
Lines of credit are made at variable rates of interest equal to a negotiated
margin above an index rate and term loans are at a fixed rate.  The Company
also generally obtains personal guarantees from financially capable parties
based on a review of personal financial statements.

The Company's commercial loans may be structured as term loans or as lines of
credit.  Commercial term loans are generally made to finance the purchase of
assets and have maturities of five years or less.  Commercial lines of credit
are typically made for the purpose of providing working capital and usually
approved with a term of one year or less.

Commercial lending involves greater risk than residential mortgage lending and
involves risks that are different from those associated with residential and
commercial real estate lending.  Real estate lending is generally considered
to be collateral based lending with loan amounts based on predetermined loan
to collateral values and liquidation of the underlying real estate collateral
is viewed as the primary source of repayment in the event of borrower default.
Although commercial loans are often collateralized by equipment, inventory,
accounts receivable or other business assets including real estate, the
liquidation of collateral in the event of a borrower default is often an
insufficient source of repayment because accounts receivable may be
uncollectible and inventories and equipment may be obsolete or of limited use,
among other things.  Accordingly, the repayment of a commercial loan depends
primarily on the creditworthiness of the borrower (and any guarantors), while
liquidation of collateral is a secondary and often insufficient source of
repayment.   At March 31, 2002, the Company had one commercial loan accounted
for on a nonaccrual basis in the amount of $54,000.

Consumer Lending.  The Company originates a variety of consumer loans,
including home equity lines of credit, home equity term loans, home
improvement loans, loans for debt consolidation and other purposes,
automobile,  boat loans and savings account loans.

Home equity lines of credit and home equity term loans are typically secured
by a second mortgage on the borrower's primary residence.   Home equity lines
of credit are made at loan-to-value ratios of 90% or less, taking into
consideration the outstanding balance on the first mortgage on the property.
Home equity lines of credit have a variable interest rate while the home
equity term loans have a fixed rate of interest. The Company's procedures for
underwriting consumer loans include an assessment of the applicant's payment
history on other debts and ability to meet existing obligations and payments
on the proposed loans.  Although the applicant's creditworthiness is a primary
consideration, the underwriting process also includes a comparison of the
value of the security, if any, to the proposed loan amount.

Consumer loans generally entail greater risk than do residential mortgage
loans, particularly in the case of consumer loans that are unsecured or
secured by assets that depreciate rapidly, such as mobile homes, automobiles,
boats and recreational vehicles.  In such cases, repossessed collateral for a
defaulted consumer loan may not provide an adequate source of repayment for
the outstanding loan and the remaining deficiency often does not warrant
further substantial collection efforts against the borrower.  In addition,
consumer loan collections are dependent on the borrower's

                                     E-8

<PAGE>

continuing financial stability, and thus are more likely to be adversely
affected by job loss, divorce, illness or personal bankruptcy.  Furthermore,
the application of various federal and state laws, including federal and state
bankruptcy and insolvency laws, may limit the amount which can be recovered on
such loans.  Such loans may also give rise to claims and defenses by the
borrower against the Company as the holder of the loan, and a borrower may be
able to assert claims and defenses, which it has against the seller of the
underlying collateral.

Loan Maturity.  The following table sets forth certain information at March
31, 2002 regarding the dollar amount of loans maturing in the Company's
portfolio based on their contractual terms to maturity, but does not include
potential prepayments.  Demand loans, loans having no stated schedule of
repayments and no stated maturity and overdrafts are reported as due in one
year or less.  Loan balances do not include unearned discounts, unearned
income and allowance for loan losses.

                                After One After 3  After 5
                       Within   Year to   Years to Years to  Beyond
                       One Year 3 Years   5 Years  10 Years  10 Years   Total
                       -------- -------   -------  --------  --------  ------
                                      (In thousands)
Residential one-to-four
  family:
  Adjustable rate         $ 141  $    -     $  36     $ 838  $18,706  $ 19,721
  Fixed rate                260   7,400    15,402    10,147   20,606    53,815
Construction:
  Adjustable rate        40,204  21,689         -         -        -    61,893
  Fixed rate             29,254   1,419     1,675         -        -    32,348
Other real estate:
  Adjustable rate        12,428   4,153     5,115     9,665    6,582    37,943
  Fixed rate              3,579  13,126    22,182    20,317   10,385    69,589
Commercial:
  Adjustable rate        15,058     892       628       580        -    17,158
  Fixed rate                 49   1,286     4,590       236        -     6,161
Consumer:
  Adjustable rate           398      40       725       450   18,041    19,654
  Fixed rate              1,245   1,547     1,709       460    1,764     6,725
                       -------- -------   -------  --------  -------  --------
Total gross loans      $102,616 $51,552   $52,062   $42,693  $76,084  $325,007
                       ======== =======   =======  ========  =======  ========

The following table sets forth the dollar amount of all loans due one year
after March 31, 2002, which, have fixed interest rates and have floating or
adjustable interest rates.

                                             Fixed-     Floating- or
                                              Rates    Adjustable-Rates
                                             ------    ----------------
                                                (In thousands)
Residential one- to- four family           $ 53,555     $ 19,580
Construction loans                            3,094       21,689
Other real estate loans                      66,010       25,515
Commercial                                    6,112        2,100
Consumer                                      5,480       19,256
                                            -------      -------
  Total                                    $134,251     $ 88,140
                                            =======      =======

Scheduled contractual principal repayments of loans do not reflect the actual
life of such assets.  The average life of a loan is substantially less than
its contractual terms because of prepayments.  In addition, due-on-sale
clauses on loans generally give the Company the right to declare loans
immediately due and payable in the event, among other things, that the
borrower sells the real property.  The average life of mortgage loans tends to
increase, however, when current mortgage loan market rates are substantially
higher than rates on existing mortgage loans and, conversely, decrease
                                     E-9
<PAGE>

when rates on existing mortgage loans are substantially higher than current
mortgage loan market rates.  Furthermore, management believes that a
significant number of the Company's residential mortgage loans are outstanding
for a period less than their contractual terms because of the transitory
nature of many of the borrowers who reside in its primary market area.

Loan Solicitation and Processing.  The Company's lending activities are
subject to the written, non-discriminatory, underwriting standards and loan
origination procedures established by the Board of Directors and management.
The customary sources of loan originations are realtors, walk-in customers,
referrals and existing customers.  The Company also uses commissioned loan
brokers and print advertising to market its products and services.

The Company's loan approval process is intended to assess the borrower's
ability to repay the loan, the viability of the loan, the adequacy of the
value of the property that will secure the loan, and, in the case of
commercial and multi-family real estate loans, the cash flow of the project
and the quality of management involved with the project. The Company's lending
policy requires borrowers to obtain certain types of insurance to protect the
Company's interest in the collateral securing the loan.  Loans are approved at
various levels of management, depending upon the amount of the loan.

Loan Commitments.  The Company issues commitments to originate residential
mortgage loans, commercial real estate mortgage loans, consumer loans, and
commercial loans conditioned upon the occurrence of certain events.  The
Company uses the same credit policies in making commitments as it does for
on-balance sheet instruments.  Commitments to extend credit are conditional,
and are honored for up to 45 days subject to the Company's usual terms and
conditions.  Collateral is not required to support commitments.  At  March 31,
2002, the Company had outstanding commitments to originate loans in the amount
of $7.6 million.

Loan Originations, Sales and Purchases.  While the Company originates
adjustable-rate and fixed-rate loans, its ability to generate each type of
loan depends upon relative customer demand for loans in its primary market
area.  During the years ended March 31, 2002 and 2001, the Company's total
loan originations were $273.9 million and  $206.5 million, respectively, of
which 61.8% and 56.4%, respectively, were subject to periodic interest rate
adjustment and 38.2% and 43.6% were fixed-rate loans, respectively.

The Company customarily sells the fixed-rate residential one- to- four family
mortgage loans that it originates with maturities of 15 years or more to the
FHLMC as part of its asset liability strategy.  The sale of such loans allows
the Company to continue to make loans during periods when savings flows
decline or funds are not otherwise available for lending purposes; however,
the Company assumes an increased risk if such loans cannot be sold in a rising
interest rate environment.  Changes in the level of interest rates and the
condition of the local and national economies affect the amount of loans
originated by the Company and demanded by investors to whom the loans are
sold.  Generally, the Company's residential one- to- four family mortgage loan
origination and sale activity and, therefore, its results of operations, may
be adversely affected by an increasing interest rate environment to the extent
such environment results in decreased loan demand by borrowers and/or
investors.  Accordingly, the volume of loan originations and the profitability
of this activity can vary significantly from period to period.  Mortgage loans
are sold to the FHLMC on a nonrecourse basis whereby foreclosure losses are
generally the responsibility of the FHLMC and not the Company.  Servicing is
retained on loans sold to FHLMC.  Also during the year ended March  31, 2002,
the Company securitized  $40.3 million of fixed rate single family mortgages
through FHLMC. The Company may originate fixed rate loans for investment when
funded with long-term funds to mitigate interest rate risk.

Between the time that residential one- to- four family mortgage loan
origination commitments are issued and the time the loans are sold, the
Company is exposed to movements in the price (due to changes in interest
rates) of such loans (or of securities into which such loans are sometimes
converted).  Differences between the volume or timing of actual loan
originations and in management's estimates or in actual sales of the loans can
expose the Company to significant losses.  When the Company has issued a
commitment to fund a fix rate one- to- four family mortgage the loan is
generally sold to FHLMC under a forward commitment with delivery to FHLMC
within ten days of funding.  This activity is managed daily.  There can be no
assurance that the Company will be successful in its efforts to reduce the
risk of interest rate fluctuation between the time of origination of a
mortgage loan and the time of the ultimate sale of the loan.  To the

                                    E-10

<PAGE>

extent that the Company does not adequately manage its interest rate risk, the
Company may incur significant mark-to-market losses or losses relating to the
sale of such loans, adversely affecting financial condition and results of
operations.

The Company is not an active purchaser of loans.

The following table shows total loans originated, sold and repaid during the
periods indicated.
                                              For the Years Ended March 31,
                                              ------------------------------
                                                2002       2001       2000
                                              --------   --------   --------
                                                      (In thousands)
Total net loans receivable and loans held
 for sale at beginning of period              $296,861   $249,034   $187,177
                                              --------   --------   --------
Loans originated:
 Mortgage loans:
  Residential one- to- four family              40,398     23,978     20,609
  Multi-family                                     219      1,087        490
  Construction one- to- four family             81,809     71,602     67,955
  Land and commercial real estate               14,585     31,957     48,057
  Construction Non-residential                  57,942      9,345          -
 Commercial                                     55,213     47,426     14,717
 Consumer                                       23,697     21,062      5,004
                                              --------   --------   --------
   Total loans originated                      273,863    206,457    156,832

Residential one- to- four family loans sold    (35,701)    (7,563)    (4,224)
 Repayment of principal                       (203,466)  (147,415)   (88,179)
 Loans securitized                             (40,347)         -          -
 Decrease in other items, net                   (2,680)    (3,652)    (2,572)
                                              --------   --------   --------
Net increase in loans                           (8,331)    47,827     61,857
Total net loans receivable and loans held     --------   --------   --------
 for sale at end of period                    $288,530   $296,861   $249,034
                                              ========   ========   ========

Mortgage Brokerage.  In addition to originating mortgage loans for retention
in its portfolio, the Company employs seven commissioned brokers who originate
mortgage loans (including construction loans) for various mortgage companies
predominately in the Portland metropolitan areas, as well as for the Company.
The loans brokered to such mortgage companies are closed in the name of and
funded by the purchasing mortgage company and  are not originated as an asset
of the Company.  In return, the Company receives a fee ranging from 1% to 1.5%
of the loan amount that it shares with the commissioned broker. Loans brokered
to the Company are closed on the Company's books as if the Company had
originated them and the commissioned broker receives a fee of approximately
0.50% of the loan amount.  During the year ended March 31, 2002, brokered
loans totaled $188.4 million (including $88.4 million brokered to the
Company).  Gross fees of $1.8 million (excluding the portion of fees shared
with the commissioned brokers) were recognized for the year ended March 31,
2002.

Mortgage Loan Servicing.  The Company is a qualified servicer for the FHLMC.
The Company's general policy is to close its residential loans on the FHLMC
modified loan documents to facilitate future sales to the FHLMC.  Upon sale
the Company continues to collect payments on the loans, to supervise
foreclosure proceedings, if necessary, and otherwise to service the loans.

The Company generally retains the servicing rights on the fixed-rate mortgage
loans that it sells to the FHLMC.  At March 31, 2002, total loans serviced for
others were $123.6 million.

In 1994, the Company purchased the servicing rights to an underlying portfolio
of residential mortgage loans secured by

                                         E-11
<PAGE>

properties predominately located in the Seattle Metropolitan Area.  At March
31, 2002, the carrying value of these purchased servicing rights was $79,000
and was being amortized over the life of the underlying loan servicing.

Loan Origination and Other Fees.  The Company generally receives loan
origination fees and discount "points."  Loan fees and points are a percentage
of the principal amount of the loan that is charged to the borrower for
funding the loan.  The Company usually charges origination fees of 1.5% to
2.0% on one- to- four family residential real estate loans, long-term
commercial real estate loans and residential construction loans.  Commercial
loan fees are based on terms of the individual loan.  Current accounting
standards require fees received for originating loans to be deferred and
amortized into interest income over the contractual life of the loan. Deferred
fees associated with loans that are sold are recognized as gain on sale of
loans.  The Company had $3.0 million of net deferred loan fees at March 31,
2002.  The Company also receives loan servicing fees on the loans it sells and
on which it retains the servicing rights.  See Note 8 of Notes to Consolidated
Financial Statements.

Delinquencies.  The Company's collection procedures for all loans except
consumer loans provide for a series of contacts with delinquent borrowers.  A
late charge delinquency notice is first sent to the borrower when the loan
secured by real estate becomes 17 days past due.  A follow-up telephone call,
or letter if the borrower cannot be contacted by telephone, is made when the
loan becomes 22 days past due.  A delinquency notice is sent to the borrower
when the loan becomes 30 days past due.  When payment becomes 60 days past
due, a notice of default letter is sent to the borrower stating that
foreclosure proceedings will commence unless the delinquency is cured.  If a
loan continues in a delinquent status for 90 days or more, the Company
generally initiates foreclosure proceedings.  In certain instances, however,
the Company may decide to modify the loan or grant a limited moratorium on
loan payments to enable  borrowers to reorganize their financial affairs.

A delinquent consumer loan borrower is contacted on the fifteenth day of
delinquency.  A letter of intent to repossess collateral is mailed to the
borrower after the loan becomes 45 days past due and repossession proceedings
are initiated after the loan becomes 90 days delinquent.

Delinquencies in commercial loans are handled on a case by case basis.
Generally, notices are sent and personal contact is made with the borrower
when the loan is 15 days past due.  Loan officers are responsible for
collecting loans they originate or are assigned to them.  Depending on the
nature of the loan or type of collateral securing the loan, negotiations, or
other actions, are undertaken depending upon what the circumstances warrant.

Nonperforming Assets.  Loans are reviewed regularly and it is the Company's
general policy that when a loan is 90 days delinquent or when collection of
interest appears doubtful, it is placed on nonaccrual status at which time the
accrual of interest ceases and the reserve for any unrecoverable accrued
interest is established and charged against operations.  Typically, payments
received on a nonaccrual loan are applied to the outstanding principal and
interest as determined at the time of collection of the loan.

Real estate owned is real estate acquired in settlement of loans and consists
of real estate acquired through foreclosure or deeds in lieu of foreclosure.
The acquired real estate is recorded at net realizable value.  The Company
periodically reviews the property's net realizable value and a charge to
operations is taken if the property's recorded value exceeds the property's
net realizable value.

The following table sets forth information with respect to the Company's
nonperforming assets.  At the dates indicated, the Company had no restructured
loans within the meaning of Statement of Financial Accounting Standards
("SFAS") No. 15.

                                     E-12
<PAGE>

                                                    At March 31,
                                       --------------------------------------
                                        2002    2001    2000    1999    1998
                                       ------  ------  ------  ------  ------
                                               (Dollars in thousands)
Loans accounted for on a nonaccrual
  basis:
 Residential real estate               $  830  $  153  $  833  $1,052  $  401
 Commercial real estate                   297       -       -       -       -
 Land                                     180       -     320       -       -
 Commercial                                54      50      99     208     105
 Consumer                                  39     116      26      33       -
                                       ------  ------  ------  ------  ------
   Total                                1,400     319   1,278   1,293     506
                                       ------  ------  ------  ------  ------
Accruing loans which are contractually
 past due 90 days or more                 122     226       -       5      11
                                       ------  ------  ------  ------  ------
Total of nonaccrual and
  90 days past due loans                1,522     545   1,278   1,298     517
                                       ------  ------  ------  ------  ------
Real estate owned (net)                   853     473      65      30       -
                                       ------  ------  ------  ------  ------
     Total nonperforming assets        $2,375  $1,018  $1,343  $1,328  $  517
                                       ======  ======  ======  ======  ======
Total loans delinquent 90 days
  or more to net loans                  0.53%   0.18%   0.51%   0.69%   0.32%

Total loans delinquent 90 days or
  more to total assets                  0.39    0.13    0.37    0.43    0.19
Total nonperforming assets to total
  assets                                0.61    0.24    0.39    0.44    0.19

The gross amount of interest income on the nonaccrual loans that would have
been recorded during the year ended March 31, 2002 if the nonaccrual loans had
been current in accordance with their original terms was approximately
$53,000.  For the year ended March 31, 2002, no interest was earned on the
nonaccrual loans and included in interest and fees on loans receivable
interest income.

Asset Classification.  The OTS has adopted various regulations regarding
problem assets of savings institutions.  The regulations require that each
insured institution review and classify its assets on a regular basis.  In
addition, in connection with examinations of insured institutions, OTS
examiners have authority to identify problem assets and, if appropriate,
require them to be classified.  There are three classifications for problem
assets:  substandard, doubtful and loss.  Substandard assets have one or more
defined weaknesses and are characterized by the distinct possibility that the
insured institution will sustain some loss if the deficiencies are not
corrected.  Doubtful assets have the weaknesses of substandard assets with the
additional characteristic that the weaknesses make collection or liquidation
in full on the basis of currently existing facts, conditions and values
questionable, and there is a high possibility of loss. An asset classified as
loss is considered uncollectible and of such little value that continuance as
an asset of the institution is not warranted.  If an asset or portion thereof
is classified as loss, the insured institution establishes specific allowances
for loan losses for the full amount of the portion of the asset classified as
loss.  All or a portion of general loan loss allowances established to cover
possible losses related to assets classified substandard or doubtful can be
included in determining an institution's regulatory capital, while specific
valuation allowances for loan losses generally do not qualify as regulatory
capital.  Assets that do not currently expose the insured institution to
sufficient risk to warrant classification in one of the aforementioned
categories but possess weaknesses are designated "special mention" and
monitored by the Company.

The aggregate amount of the Company's classified assets, general loss
allowances, specific loss allowances and charge-offs were as follows at the
dates indicated:
                                    E-13

<PAGE>

                                   At or For the Year
                                     Ended March 31,
                                   ------------------
                                    2002        2001
                                   ------      ------
                                     (In thousands)

Substandard assets                 $3,724      $  863
Doubtful assets                         -           5
Loss assets                             -           -

General loss allowances             2,537       1,916
Specific loss allowances                -           -
Charge-offs                           439         413

The substandard assets at March 31, 2002 are made up of two residential
construction loans totaling $648,000, two  one- to- four residential loans
totaling $285,000 and eleven commercial borrowers with loans totaling $2.8
million being classified as substandard.

Real Estate Owned.  Real estate properties acquired through foreclosure or by
deed-in-lieu of foreclosure are recorded at the lower of cost or fair value
less estimated costs of disposal.  Management periodically performs valuations
and an allowance for loan losses is established by a charge to operations if
the carrying value exceeds the estimated net realizable value.  At March 31,
2002, the Company owned six properties with a recorded value of $853,000
compared to $473,000 at March 31, 2001.  The $853,000 recorded value is made
up of two land loans totaling $67,000 and four single family loans of
$786,000.

Allowance for Loan Losses.  The Company maintains an allowance for loan losses
to provide for losses inherent in the loan portfolio.  The adequacy of the
allowance is evaluated monthly to maintain the allowance at levels sufficient
to provide for inherent losses.  A key component to the evaluation is the
Company's internal loan review and loan classification system.  The internal
loan review system provides for at least an annual review by the internal
audit department of all loans that meet selected criteria. The Internal Loan
Classification Committee reviews and monitors the risk and quality of the
Company's loan portfolio.  The Internal Loan Classification Committee members
include the Credit Administrator, Chairman and CEO, Chief Financial Officer,
Executive VP Sales & Production, Senior VP Lending and Senior VP Business &
Professional Banking.  Credit officers are expected to monitor their
portfolios and make recommendations to change loan grades whenever those
changes are warranted.  At least annually loans that are delinquent 60 days or
more and with specified outstanding loan balances are subject to review by the
internal audit department.  The Internal Loan Classification Committee meets
quarterly to approve any changes to loan grades, monitor loan grades and to
recommend any changes to the loan grades.

The Company uses the OTS loan classifications of special mention, substandard,
doubtful and loss plus the additional loan classifications of pass and watch
in order to assign a loan grade to be used in the determination of the proper
amount of allowance for loan losses.  The definition of a pass classification
represents a level of credit quality, which contains no well-defined
deficiency or weakness.  The definition of watch classification is used to
identify a loan that currently contains no well-defined deficiency or
weakness, but it is determined to be desirable to closely monitor the loan.

The Company utilizes the loan classifications from the internal loan review
and Internal Loan Classification Committee in the following manner to
determine the amount of the allowance for loan losses.  The calculation of the
allowance for loan losses must consider loan classification in order to
determine the amount of the allowance for loan losses for the required three
separate elements of the allowance for losses: general allowances, allocated
allowances and unallocated allowances.

The general allowance element relates to assets with no well-defined
deficiency or weakness (i.e., assets classified pass or watch) and takes into
consideration loss that is imbedded within the portfolio but has not been
realized.  Borrowers
                                   E-14


<PAGE>

are impacted by events well in advance of a lender's knowledge that may
ultimately result in a loan default and eventual loss.  Examples of such
loss-causing events in the case of consumer or one- to four- family
residential loans would be a borrower job loss, divorce or medical crisis.
Examples in commercial or construction loans may be loss of customers due to
competition or economy changes.  General allowances for each major loan type
are determined by applying loss factors that take into consideration past loss
experience, asset duration, economic conditions and overall portfolio quality
to the associated loan balance.

The allocated allowance element relates to assets with well-defined
deficiencies or weaknesses (i.e., assets classified special mention,
substandard, doubtful or loss).  The OTS loss factors are applied against
current classified asset balances to determine the amount of allocated
allowances.  Included in these allowances are those amounts associated with
loans where it is probable that the value of the loan has been impaired and
the loss can be reasonably estimated.

The unallocated allowance element is more subjective and is reviewed quarterly
to take into consideration estimation errors and economic trends that are not
necessarily captured in determining the general and allocated valuation.

The year ended March 31, 2002 included a transaction that affected the
allowance for loan losses.  The sale of $40.3 million in fixed rate single
family residential loans to FHLMC reduced the required allowance on mortgage
loans.  In conjunction with the sale, $81,000 of allowance was reclassified as
part of the basis of the resulting mortgage-backed securities.

At March 31, 2002, the Company had an allowance for loan losses of $2.5
million, or 0.78% of total outstanding loans at that date.  Based on past
experience and future expectations, management believes that loan loss
reserves are adequate.

While the Company believes it has established its existing allowance for loan
losses in accordance with accounting principles generally accepted in the
United States of America ("generally accepted accounting principles" or
"GAAP"), there can be no assurance that regulators, in reviewing the Company's
loan portfolio, will not request the Company to increase significantly its
allowance for loan losses, thereby negatively affecting the Company's
financial condition and results of operations.

                                    E-15
<PAGE>



The following table sets forth an analysis of the Company's allowance for loan
losses for the periods indicated.

                                               Year Ended March 31,
                                       --------------------------------------
                                        2002    2001    2000    1999    1998
                                       ------  ------  ------  ------  ------
                                              (Dollars in thousands)

Balance at beginning of period        $1,916   $1,362  $1,146  $  984  $  831
                                      ------   ------  ------  ------  ------
Provision for loan losses              1,116      949     675     240     180
Recoveries:
  Commercial                               -        -       1       -       -
  Consumer                                25       18      28       7      11
                                      ------   ------  ------  ------  ------
   Total recoveries                       25       18      29       7      11
                                      ------   ------  ------  ------  ------
Charge-offs:
 Residential real estate                  88      226      48      28       -
 Commercial                              185       27     282       -       -
 Consumer                                166      160     158      57      38
                                      ------   ------  ------  ------  ------
   Total charge-offs                     439      413     488      85      38
                                      ------   ------  ------  ------  ------
     Net charge-offs                     414      395     459      78      27
Dispositions (1)                          81        -       -       -       -
                                      ------   ------  ------  ------  ------
Balance at end of period              $2,537   $1,916  $1,362  $1,146  $  984
                                      ======   ======  ======  ======  ======

Ratio of allowance to total loans
 outstanding at end of period          0.78%    0.58%   0.50%   0.54%   0.53%

Ratio of net charge-offs to average
 net loans outstanding during period   0.14     0.14    0.21    0.04    0.02

Ratio of allowance to total of
 nonaccrual and 90 days past due
 loans                               166.69   351.56  106.58   88.30  190.32

(1) Allowance reclassified with securitization of one- to four- family loans
to mortgage-backed securities.The following table sets forth the breakdown of
the allowance for loan losses by loan category for the periods indicated.

                                     E-16

<PAGE>


<PAGE>
<TABLE>
                                                                  At March 31,
                                 --------------------------------------------------------------------------
                                      2002           2001             2000           1999             1998
                                 -------------- -------------- -------------- -------------- --------------
                                        Loan           Loan          Loan            Loan           Loan
                                        Category       Category      Category       Category       Category
                                        as a           as a          as a           as a           as a
                                        Percent        Percent       Percent        Percent        Percent
                                        of Total      of Total       of Total       of Total       of Total
                                 Amount  Loans  Amount  Loans  Amount  Loans  Amount  Loans  Amount  Loans
                                 ------ ------- ------ ------- ------ ------- ------ ------- ------ -------
                                                              (Dollars in thousands)
Real estate - mortgage
<s>                              <c>     <c>     <c>    <c>     <c>    <c>     <c>    <c>     <c>    <c>
  One- to- four family           $  191  22.63% $  263  35.67% $  259  37.62% $  218  39.03% $  192  51.93%
  Multi-family                       37   3.04      42   3.37      41   4.01      10   3.54      10   2.58
  Construction one- to- four family 319  21.89     224  18.28     304  18.10     292  21.34     154  18.89
  Construction multi-family          20   1.23      21   1.37      10   1.71      10   1.97      23   2.89
  Construction commercial            26   1.61      34   2.07      17   1.32      44   2.90       -      -
  Land                              192   8.43     206   7.38     223   9.34      32  11.68      33   8.87
  Commercial real estate            869  25.88     580  17.21     224  15.72     180  10.40      19   5.22
Commercial loans                    668   7.17     354   7.03     160   5.86     198   1.90     100   0.93
Consumer loans:
    Secured                         180   7.67     154   7.05      90   5.31      89   5.96     142   7.21
    Unsecured                        27   0.45      34   0.57      29   1.01      37   1.28      27   1.48
Unallocated                           8      -       4      -       5      -      36      -     284      -
                                 ------ ------  ------ ------  ------ ------  ------ ------  ------ ------
Total allowance for loan losses  $2,537 100.00% $1,916 100.00% $1,362 100.00% $1,146 100.00%  $ 984 100.00%
                                 ====== ======  ====== ======  ====== ======  ====== ======  ====== ======

                                       E-17
</TABLE>
<PAGE>



Investment Activities

OTS regulated institutions have authority to invest in various types of liquid
assets, including U.S. Treasury obligations, securities of various federal
agencies and of state and municipal governments, deposits at the
applicable FHLB, certificates of deposit of federally insured institutions,
certain bankers' acceptances and federal funds.  Subject to various
restrictions, such OTS regulated institutions may also invest a portion of
their assets in commercial paper, corporate debt securities and mutual funds,
the assets of which conform to the investments that federally chartered
savings institutions are otherwise authorized to make directly.

Federal regulations require the Company to maintain a minimum sufficient
liquidity to ensure its safe and sound operation. Liquid assets include cash,
cash equivalents consisting of short-term interest-earning deposits,
certain other time deposits, and other obligations generally having remaining
maturities of less than five years.  See "Regulation." It is the intention of
management to hold securities with short maturities in the Bank's and
Company's investment portfolio in order to match more closely the interest-
rate sensitivities of its assets and liabilities.  At March 31, 2002, the
Bank's liquidity ratio, the ratio of cash and eligible investments to the sum
of withdrawable savings and borrowings due within one year was 12.6%.

The Investment Committee composed of the Company's Chief Executive Officer and
Chief Financial Officer makes investment decisions.  The Company's investment
objectives are:  (i) to provide and maintain liquidity within regulatory
guidelines; (ii) to maintain a balance of high quality, diversified
investments to minimize risk; (iii) to provide collateral for pledging
requirements; (iv) to serve as a balance to earnings; and (v) to optimize
returns.  At March 31, 2002, the Company's investment and mortgage-backed
securities portfolio totaled approximately $59.7 million and consisted
primarily of obligations of federal agencies, and Federal National Mortgage
Association ("FNMA") and FHLMC mortgage-backed securities.

At March 31, 2002, the Company's investment securities portfolio did not
contain any tax-exempt securities of any issuer with an aggregate book value
in excess of 10% of the Company's consolidated shareholders' equity, excluding
those securities issued by the U.S. Government or its agencies.

The Board of Directors sets the investment policy of the Company which
dictates that investments be made based on the safety of the principal amount,
liquidity requirements of the Company and the return on the investments.  At
March 31, 2002, no investment securities were held for trading.  The policy
does not permit investment in non-investment grade bonds and permits
investment in various types of liquid assets permissible under OTS regulation,
which includes U.S. Treasury obligations, securities of various federal
agencies, "bank qualified" municipal bonds, certain certificates of deposits
of insured banks, repurchase agreements and federal funds.

The Company has adopted SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," which requires the classification of securities
at acquisition into one of three categories:  held to maturity, available for
sale, or trading.  See Note 1 of Notes to Consolidated Financial Statements.

                                     E-18
<PAGE>



<TABLE>
The following table sets forth the investment securities portfolio and carrying values at the dates
indicated.  The fair value of the investment and mortgage-backed securities portfolio was $59.8 million,
76.1 million and $61.7 million at March 31, 2002, 2001 and 2000, respectively.

                                                                    At March 31,
                                         ----------------------------------------------------------------
                                                 2002                  2001                  2000
                                         --------------------  --------------------  --------------------
                                         Carrying  Percent of  Carrying  Percent of  Carrying  Percent of
                                         Value     Portfolio   Value     Portfolio   Value     Portfolio
                                         --------  ----------  --------  ----------  --------  ----------
                                                              (Dollars in thousands)
Held to maturity (at amortized cost):
<s>                                      <c>        <c>         <c>       <c>        <c>        <c>
 Real estate mortgage investment
  conduits ("REMICs")                     $ 1,804     3.02%     $ 1,805     2.38%     $ 1,985     3.21%
 FHLMC mortgage-backed securities             964     1.62        1,680     2.21        2,377     3.84
 FNMA mortgage-backed securities            1,618     2.71        2,920     3.84        4,295     6.95
 Municipal securities                           -        -          861     1.13          903     1.46
                                          -------   ------      -------    -----      -------   ------
                                            4,386     7.35        7,266     9.56        9,560    15.46
Available for sale (at fair value):       -------   ------      -------    -----      -------   ------
  FHLB debentures                               -        -        6,937     9.13        9,709    15.70
  REMICs                                   25,114    42.10       40,943    53.90       36,561    59.14
  FHLMC mortgage-backed securities         10,972    18.39          451     0.59          612     0.99
  FNMA mortgage-backed securities             913     1.53        1,745     2.30        2,205     3.57
  School district bonds                     2,601     4.36        2,625     3.46        2,435     3.94
  Equity securities                        15,674    26.27       15,999    21.06          739     1.20
                                          -------   ------      -------    -----      -------   ------
                                           55,274    92.65       68,700    90.44       52,261    84.54
                                          -------   ------      -------    -----      -------   ------
  Total investment securities             $59,660   100.00%     $75,966   100.00%     $61,821   100.00%
                                          =======   ======      =======   ======      =======   ======
</TABLE>

<TABLE>
The following table sets forth the maturities and weighted average yields in the securities portfolio at
March 31, 2002.

                                          Less Than        One to         More Than Five       More Than
                                          One Year       Five Years        to Ten Years        Ten Years
                                      ---------------   ---------------   ---------------   ---------------
                                             Weighted          Weighted          Weighted          Weighted
                                             Average           Average           Average           Average
                                      Amount Yield(1)   Amount Yield(1)   Amount Yield(1)   Amount Yield(1)
                                      ------ --------   ------ --------   ------ --------   ------ --------
                                                              (Dollars in thousands)
<s>                                   <c>       <c>    <c>        <c>     <c>       <c>    <c>        <c>
Municipal securities                       -       -%  $   348    4.00%   $1,637    4.21%  $   616    4.77%
REMICs                                     -       -         -       -       839    2.92    26,079    3.32
FHLMC mortgage-backed
 securities                                -       -     9,693    6.23     1,698    7.00       545    5.42
FNMA mortgage-backed
 securities                                -       -     1,824    6.70         -       -       707    6.64
Equity securities                          -       -         -       -         -       -    15,674       -
                                      ------   ------  -------   ------   ------   ------  -------   ------
  Total                               $    -       -%  $11,865    6.24%   $4,174    5.09%  $43,621    3.48%
                                      ======   ======  =======   ======   ======   ======  =======   ======
</TABLE>
     (1)  For available for sale securities carried at fair
          value, the weighted average yield is computed using amortized
          cost.  Average yield calculations exclude equity securities
          that have no stated yield or maturity.

                                        E-19
<PAGE>



In addition to U.S. Government treasury obligations, the Company invests in
mortgage-backed securities and real estate mortgage investment conduits
("REMICs").  Mortgage-backed securities ("MBS") (which are also known as
mortgage participation certificates or pass-through certificates) represent a
participation interest in a pool of single-family or multi-family mortgages.
Principal and interest payments on mortgage-backed securities are passed from
the mortgage originators, through intermediaries (i.e., FNMA, FHLMC, the
Government National Mortgage Association ("GNMA") or private issues)  that
pool and repackage the participation interests in the form of securities, to
investors such as the Company.  Mortgage-backed securities generally increase
the quality of the Company's assets by virtue of the guarantees that back
them, are more liquid than individual mortgage loans and may be used to
collateralize borrowings or other obligations of the Company.  See Note 4 of
Notes to Consolidated Financial Statements for additional information.

REMICs are created by redirecting the cash flows from the pool of mortgages or
mortgage-backed securities underlying these securities to create two or more
classes (or tranches) with different maturity or risk characteristics
designed to meet a variety of investor needs and preferences.  Management
believes these securities may represent attractive alternatives relative to
other investments because of the wide variety of maturity, repayment and
interest rate options available.  Current investment practices of the Company
prohibit the purchase of high risk REMICs.  At March 31, 2002, the Company
held REMICs with a net carrying value of $26.9 million, of which $1.8 million
were classified as held-to-maturity and $25.1 million of which were
available-for-sale.  REMICs may be sponsored by private issuers, such as
mortgage bankers or money center banks, or by U.S. Government agencies and
government sponsored entities.  At March 31, 2002, the Company owned $928,000
of privately issued REMICs.

Investments in mortgage-backed securities, including REMICs, involve a risk
that actual prepayments will be greater than estimated prepayments over the
life of the security, which may require adjustments to the amortization of any
premium or accretion of any discount relating to such instruments thereby
reducing the net yield on such securities.  There is also reinvestment risk
associated with the cash flows from such securities.  In addition, the market
value of such securities may be adversely affected by changes in interest
rates.

The investment in school district bonds was $2.6 million at March 31, 2002
compared to $2.6 million at March 31, 2001.  Total equity securities
investment was $15.7 million at March 31, 2002, compared to $16.0 million at
March 31, 2001.

Deposit Activities and Other Sources of Funds

General.  Deposits, loan repayments and loan sales are the major sources of
the Company's funds for lending and other investment purposes.  Loan
repayments are a relatively stable source of funds, while deposit inflows and
outflows and loan prepayments are significantly influenced by general interest
rates and money market conditions.  Borrowings may be used on a short-term
basis to compensate for reductions in the availability of funds from other
sources.  They may also be used on a longer term basis for general business
purposes.

Deposit Accounts.  Deposits are attracted from within the Company's primary
market area through the offering of a broad selection of deposit instruments,
including demand deposits, negotiable order of withdrawal ("NOW") accounts,
money market accounts, regular savings accounts, certificates of deposit and
retirement savings plans.   Historically the Company has focused on retail
deposits.  Expansion in commercial lending has led to growth in business
deposits including demand deposit accounts.  Deposit account terms vary
according to the minimum balance required, the time periods the funds must
remain on deposit and the interest rate, among other factors.  In determining
the terms of its deposit accounts, the Company considers the rates offered by
its competition, profitability to the Company, matching deposit and loan
products and its customer preferences and concerns. The Company generally
reviews its deposit mix and pricing weekly.

                                      E-20

<PAGE>



Deposit Balances

The following table sets forth information concerning the Company's
certificates of deposit, other interest-bearing and non-interest bearing
deposits at March 31, 2002.

                                                                Percent
Interest                                   Minimum              of Total
Rate      Term    Category                 Amount     Balance   Deposits
- --------  ----    ---------------------    -------    -------   --------
                                                  (In thousands)

0.439%    None          NOW accounts           $   100    $ 32,710     12.60%
3.471     None          Hi-Yield checking       25,000       5,354      2.06
0.950     None          Regular savings            100      21,939      8.45
1.729     None          Money market             2,500      54,645     21.04
None      None          Non-interest checking      100      32,574     12.54
                                                          --------    ------
                         Total transaction accounts        147,222     56.69

                       Certificates of Deposit
                       -----------------------
1.794    91 Days        Fixed-term, Fixed-rate   1,000     10,128      3.90
2.183    182-364 Days   Fixed-term, Fixed-rate   1,000     14,422      5.55
3.248    12-17 Months   Fixed-term, Fixed-rate   1,000     43,525     16.77
2.870    18 Months      Fixed-term, Variable
                         rate, Individual
                         Retirement account
                         ("IRA")                 1,000        888      0.34
4.309    18-23 Months   Fixed-term, Fixed-rate   1,000      4,109      1.58
5.314    24-35 Months   Fixed-term, Fixed-rate   1,000     21,349      8.22
5.353    36-59 Months   Fixed-term, Fixed-rate   1,000      5,788      2.23
5.775    60-83 Months   Fixed-term, Fixed-rate   1,000     10,137      3.90
5.515    84-120 Months  Fixed-term, Fixed-rate   1,000      2,122      0.82
                                                         --------    ------
            Total certificates of deposit                $112,468     43.31%
                                                         --------    ------
               Total deposits                            $259,690    100.00%
                                                         ========    ======

                                        E-21

<PAGE>


<TABLE>
Deposit Flow

The following table sets forth the balances of deposit accounts in the various types offered by the Company
at the dates indicated.

                                                                At March 31,
                               ----------------------------------------------------------------------------
                                            2002                      2001                      2000
                               ------------------------  ------------------------  ------------------------
                                               Increase/                 Increase/                 Increase/
                               Balance Percent(Decrease) Balance Percent(Decrease) Balance Percent(Decrease)
                               ------- ------- --------  ------- ------- --------  ------- ------- --------
                                                            (Dollars in thousands)
<s>                            <c>      <c>     <c>       <c>     <c>     <c>      <c>      <c>     <c>
Non-interest-bearing demand    $32,574  12.54%  $ 4,639  $27,935   9.45%  $ 3,194  $24,741  10.65%  $14,322
NOW accounts                    32,710  12.60       567   32,143  10.88    11,167   20,976   9.03       191
High-Yield checking              5,354   2.06     5,354        -      -         -        -      -         -
Regular savings accounts        21,939   8.45     3,112   18,827   6.37    (1,013)  19,840   8.54    (1,461)
Money market deposit accounts   54,645  21.04     8,921   45,724  15.47     1,104   44,620  19.20    16,889
Certificates of deposits which
  mature(1):
   Within 12 months             86,939  33.48   (55,084) 142,023  48.06    48,149   93,874  40.40       419
   Within 12-36 months          19,370   7.46    (4,303)  23,673   8.01       897   22,776   9.80     2,177
   Beyond 36 months              6,159   2.37       961    5,198   1.76      (330)   5,528   2.38      (493)
                              -------- ------  -------- -------- ------   ------- -------- ------   -------
    Total                     $259,690 100.00% $(35,833)$295,523 100.00%  $63,168 $232,355 100.00%  $32,044
                              ======== ======  ======== ======== ======   ======= ======== ======   =======
__________________

</TABLE>
(1)      IRAs of $12.8 million $12.8 million and $11.6 million at March
          31, 2002, 2001 and 2000, respectively, are included in
          certificate balances.

                                                      E-22

<PAGE>




Certificates of Deposit by Rates and Maturities

The following table sets forth the certificates of deposit in the Company
classified by rates as of the dates indicated.

                                At March 31,
                         --------------------------
                          2002      2001      2000
                         ------    ------    ------
                              (In thousands)
Below 2.00%            $ 14,919  $      -   $     -
2.00 -  2.99%            30,028         -         -
3.00 -  3.99%            24,390        40         -
4.00 -  4.99%            13,014     5,772    25,070
5.00 -  5.99%            10,717    45,544    82,319
6.00 -  7.99%            19,400   119,538    14,789
                        -------   -------    ------
   Total               $112,468  $170,894  $122,178
                        =======   =======   =======

The following table sets forth the amount and maturities of certificates of
deposit at March 31, 2002.

                                        Amount Due
                    ------------------------------------------------
                    Less Than   1-2       After     After
                    One Year    Years   2-3 Years  3 Years    Total
                    --------    ------  ---------  -------   -------
                                    (In thousands)
Below 2.00%        $ 14,914  $      5   $     -    $     -   $14,919
2.00   2.99%         28,434     1,537        57          -    30,028
3.00   3.99%         18,445     4,838     1,054         53    24,390
4.00 -  4.99%         7,210     3,259     1,103      1,442    13,014
5.00 -  5.99%         4,865     2,040       905      2,907    10,717
6.00 -  7.99%        13,071     2,835     1,737      1,757    19,400
                    -------    ------   -------  ---------  --------
   Total           $ 86,939  $ 14,514   $ 4,856    $ 6,159  $112,468
                    =======    ======   =======  ========= =========

The following table presents the amount and weighted average rate of time
deposits equal to or greater than $100,000 at March 31, 2002.

                                                              Weighted
Maturity Period                           Amount              Average Rate
- ---------------                           ------              ------------
                                           (Dollars in thousands)

Three months or less                   $  12,898                  2.95%
Over three through six months              6,712                  3.69
Over six through 12 months                 7,550                  3.72
Over 12 months                             6,932                  5.13
                                          ------              ---------
Total                                  $  34,092                  3.71%
                                          ======              =========

                                      E-23

<PAGE>



Deposit Activities

The following table sets forth the deposit activities of the Company for the
periods indicated.

                                               Year Ended March 31,
                                             --------------------------
                                              2002      2001      2000
                                             ------    ------    ------
                                                  (In thousands)

Beginning balance                          $295,523  $232,355  $200,311
Net (decrease) increase
  before interest credited                  (44,789)   52,002    23,499
Interest credited                             8,956    11,166     8,545
Net (decrease) increase in                 --------  --------  --------
  savings deposits                          (35,833)   63,168    32,044
                                           --------  --------  --------
Ending balance                             $259,690  $295,523  $232,355
                                           ========  ========  ========

In the unlikely event the Company is liquidated, depositors are entitled to
full payment of their deposit accounts prior to any payment being made to the
shareholders of the Company.  Substantially all of the Bank's depositors
are residents of the States of Washington or Oregon.

Borrowings.  Savings deposits are the primary source of funds for the
Company's lending and investment activities and for its general business
purposes.  The Company relies upon advances from the FHLB-Seattle to
supplement its supply of lendable funds and to meet deposit withdrawal
requirements.  Advances from the FHLB-Seattle are typically secured by the
Company's first mortgage loans and investment securities.

The FHLB functions as a central reserve bank providing credit for savings and
loan associations and certain other member financial institutions.  As a
member, the Bank is required to own capital stock in the FHLB and is
authorized to apply for advances on the security of such stock and certain of
its mortgage loans and other assets (principally securities which are
obligations of, or guaranteed by, the United States) provided certain
standards related to creditworthiness have been met.  Advances are made
pursuant to several different programs.  Each credit program has its own
interest rate and range of maturities.  Depending on the program, limitations
on the amount of advances are based either on a fixed percentage of an
institution's assets or on the FHLB's assessment of the institution's
creditworthiness. The FHLB determines specific lines of credit for each member
institution and the Bank has a 35% of total assets line of credit with the
FHLB-Seattle to the extent the Bank provides qualifying collateral and holds
sufficient FHLB stock. At March 31, 2002, the Bank had $74.5 million of
outstanding advances from the FHLB-Seattle under an available credit facility
of $136.0 million.

The following tables set forth certain information concerning the Company's
borrowings at the dates and for the periods indicated.

                                                    At March 31,
                                             --------------------------
                                              2002      2001      2000
                                             ------    ------    ------
Weighted average rate paid on
  FHLB advances                               6.10%     6.62%     6.24%


                                          E-24

<PAGE>


                                               Year Ended March 31,
                                             --------------------------
                                              2002      2001      2000
                                             ------    ------    ------
                                                  (In thousands)
Maximum amounts of FHLB advances
  outstanding at any month end              $99,500   $80,000   $60,550
Average FHLB advances outstanding            89,499    72,825    45,406
Weighted average rate paid on
  FHLB advances                               6.25%     6.79%     5.47%


                                    REGULATION

General

The Bank is subject to extensive regulation, examination and supervision by
the OTS as its chartering agency, and the FDIC, as the insurer of its
deposits.  The activities of federal savings institutions are governed by the
Home Owners Loan Act and, in certain respects, the Federal Deposit Insurance
Act ("FDIA"), and the regulations issued by the OTS and the FDIC to implement
these statutes.  These laws and regulations delineate the nature and extent of
the activities in which federal savings associations may engage.  Lending
activities and other investments must comply with various statutory and
regulatory capital requirements.  In addition, the Bank's relationship with
its depositors and borrowers is also regulated to a great extent, especially
in such matters as the ownership of deposit accounts and the form and content
of the Bank's mortgage documents.

The Bank is required to file reports with the OTS and the FDIC concerning its
activities and financial condition in addition to obtaining regulatory
approvals prior to entering into certain transactions such as mergers with, or
acquisitions of, other financial institutions.  There are periodic
examinations by the OTS and the FDIC to review the Bank's compliance with
various regulatory requirements.  The regulatory structure also gives the
regulatory authorities extensive discretion in connection with their
supervisory and enforcement activities and examination policies, including
policies with respect to the classification of assets and the establishment of
adequate loan loss reserves for regulatory purposes.  Any change in such
policies, whether by the OTS, the FDIC or Congress, could have a material
adverse impact on the Company, the Bank and their operations.

Federal Regulation of Savings Associations

Office of Thrift Supervision.  The OTS is an office in the Department of the
Treasury subject to the general oversight of the Secretary of the Treasury.
The OTS has extensive authority over the operations of savings
associations.  Among other functions, the OTS issues and enforces regulations
affecting federally insured savings associations and regularly examines these
institutions.

All savings associations are required to pay assessments to the OTS to fund
the agency's operations.  The general assessments, paid on a semi-annual
basis, are determined based on the savings association's total assets,
including consolidated subsidiaries.  The Bank's OTS assessment for the fiscal
year ended March 31, 2002 was $93,889.

Federal Home Loan Bank System.  The FHLB System, consisting of 12 FHLBs, is
under the jurisdiction of the Federal Housing Finance Board ("FHFB").  The
designated duties of the FHFB are to supervise the FHLBs, to ensure that the
FHLBs carry out their housing finance mission, to ensure that the FHLBs remain
adequately capitalized and able to raise funds in the capital markets, and to
ensure that the FHLBs operate in a safe and sound manner.

                                       E-25
<PAGE>


The Bank, as a member of the FHLB-Seattle, is required to acquire and hold
shares of capital stock in the FHLB-Seattle in an amount equal to the greater
of (i) 1.0% of the aggregate outstanding principal amount of residential
mortgage loans, home purchase contracts and similar obligations at the
beginning of each year, or (ii) 1/20 of its advances (i.e., borrowings) from
the FHLB-Seattle.  The Bank is in compliance with this requirement with an
investment in FHLB-Seattle stock of $5.3 million at March 31, 2002.

Among other benefits, the FHLB provides a central credit facility primarily
for member institutions.  It is funded primarily from proceeds derived from
the sale of consolidated obligations of the FHLB System.  It makes advances to
members in accordance with policies and procedures established by the FHFB and
the Board of Directors of the FHLB-Seattle.

The FHLBs are required to provide funds for the resolution of troubled savings
institutions and to contribute to affordable housing programs through direct
loans or interest subsidies on advances targeted for community investment and
low- and moderate-income housing projects.  These contributions have adversely
affected the level of FHLB dividends paid in the past and could do so in the
future.  These contributions also could have an adverse effect on the value of
FHLB stock in the future.

Federal Deposit Insurance Corporation.  The FDIC is an independent federal
agency established originally to insure the deposits, up to prescribed
statutory limits, of federally insured banks and to preserve the safety and
soundness of the banking industry.  The FDIC maintains two separate insurance
funds: the Bank Insurance Fund ("BIF") and the SAIF.  The Bank's deposit
accounts are insured by the FDIC under the SAIF to the maximum extent
permitted by law.  As insurer of the Bank's deposits, the FDIC has
examination, supervisory and enforcement authority over all savings
associations.

As insurer, the FDIC imposes deposit insurance premiums and is authorized to
conduct examinations of and to require reporting by FDIC-insured institutions.
It also may prohibit any FDIC-insured institution from engaging in any
activity the FDIC determines by regulation or order to pose a serious risk to
the SAIF or the BIF. The FDIC also has the authority to initiate enforcement
actions against savings institutions, after giving the OTS an opportunity to
take such action, and may terminate the deposit insurance if it determines
that the institution has engaged in unsafe or unsound practices or is in an
unsafe or unsound condition.

The FDIC's deposit insurance premiums are assessed through a risk-based system
under which all insured depository institutions are placed into one of nine
categories and assessed insurance premiums based upon their level of capital
and supervisory evaluation. Under the system, institutions classified as well
capitalized (i.e., a core capital ratio of at least 5%, a ratio of Tier 1, or
core capital, to risk-weighted assets ("Tier 1 risk-based capital") of at
least 6% and a risk-based capital ratio of at least 10%) and considered
healthy pay the lowest premium while institutions that are less than
adequately capitalized (i.e., core or Tier 1 risk-based capital ratios
of less than 4% or a risk-based capital ratio of less than 8%) and considered
of substantial supervisory concern pay the highest premium. The FDIC makes
risk classification of all insured institutions for each semi-annual
assessment period.

The FDIC is authorized to increase assessment rates, on a semi-annual basis,
if it determines that the reserve ratio of the SAIF will be less than the
designated reserve ratio of 1.25% of SAIF insured deposits. In setting these
increased assessments, the FDIC must seek to restore the reserve ratio to that
designated reserve level, or such higher reserve ratio as established by the
FDIC. The FDIC may also impose special assessments on SAIF members to repay
amounts borrowed from the United States Treasury or for any other reason
deemed necessary by the FDIC.

The premium schedule for BIF and SAIF insured institutions ranged from 0 to 27
basis points. However, SAIF insured institutions and BIF insured institutions
are required to pay a Financing Corporation assessment in order to fund the
interest on bonds issued to resolve thrift failures in the 1980s. This amount
is currently equal to about 1.88 basis points for each $100 in domestic
deposits for SAIF and BIF insured institutions. These assessments, which may
be revised based upon the level of BIF and SAIF deposits, will continue until
the bonds mature in 2017 through 2019.

                                      E-26

<PAGE>


Under FDIA, insurance of deposits may be terminated by the FDIC upon a finding
that the institution has engaged in unsafe or unsound practices, is in an
unsafe or unsound condition to continue operations or has violated any
applicable law, regulation, rule, order or condition imposed by the FDIC or
the OTS.  Management of the Bank does not know of any practice, condition or
violation that might lead to termination of deposit insurance.

Liquidity Requirements.  Federal regulations require the Bank to maintain
sufficient liquidity to ensure its safe and sound operation. Liquid assets
include cash, cash equivalents consisting of short-term interest-earning
deposits, certain other time deposits, and other obligations generally having
remaining maturities of less than five years. Liquidity management is both a
daily and long-term responsibility of management. The Company adjusts liquid
assets based  upon management's assessment of (i) expected loan demand, (ii)
expected deposit flows, (iii) yields available on interest-bearing deposits,
and (iv) the objectives of its asset/liability management program.

Prompt Corrective Action. The OTS is required to take certain supervisory
actions against undercapitalized savings associations, the severity of which
depends upon the institution's degree of undercapitalization.  Generally, an
institution that has a ratio of total capital to risk-weighted assets of less
than 8%, a ratio of Tier I (core) capital to risk-weighted assets of less than
4%, or a ratio of core capital to total assets of less than 4% (3% or less for
institutions with the highest examination rating) is considered to be
undercapitalized.  An institution that has a total risk-based capital ratio
less than 6%, a Tier I capital ratio of less than 3% or a leverage ratio that
is less than 3% is considered to be significantly undercapitalized and an
institution that has a tangible capital to assets ratio equal to or less than
2% is deemed to be critically undercapitalized.  Subject to a narrow
exception, the OTS is required to appoint a receiver or conservator for a
savings institution that is critically undercapitalized.

At  March 31, 2002, the Bank was categorized as "well capitalized" under the
prompt corrective action regulations of the OTS.

Standards for Safety and Soundness.  The federal banking regulatory agencies
have prescribed, by regulation, standards for all insured depository
institutions relating to: (i) internal controls, information systems and
internal audit systems; (ii) loan documentation; (iii) credit underwriting;
(iv) interest rate risk exposure; (v) asset growth; (vi) asset quality; (vii)
earnings; and (viii) compensation, fees and benefits ("Guidelines").  The
Guidelines set forth the safety and soundness standards that the federal
banking agencies use to identify and address problems at insured depository
institutions before capital becomes impaired.  If the OTS determines that the
Bank fails to meet any standard prescribed by the Guidelines, the OTS may
require the Bank to submit to it an acceptable plan to achieve compliance with
the standard.  Management is aware of no conditions relating to these safety
and soundness standards which would require submission of a plan of
compliance.

Qualified Thrift Lender Test.  All savings associations, including the Bank,
are required to meet a qualified thrift lender ("QTL") test to avoid certain
restrictions on their operations.  This test requires a savings association
to have at least 65% of its portfolio assets (as defined by regulation) in
qualified thrift investments on a monthly average for nine out of every 12
months on a rolling basis.  As an alternative, the savings association may
maintain 60% of its assets in those assets specified in Section 7701(a)(19) of
the Internal Revenue Code ("Code"). Under either test, such assets primarily
consist of residential housing related loans and investments.  At March 31,
2002, the Bank met the test and its QTL percentage was 82.85%.

Any savings association that fails to meet the QTL test must convert to a
national bank charter, unless it requalifies as a QTL and thereafter remains a
QTL.  If an association does not requalify and converts to a national bank
charter, it must remain SAIF-insured until the FDIC permits it to transfer to
the BIF.  If such an association has not yet requalified or converted to a
national bank, its new investments and activities are limited to those
permissible for both a savings association and a national bank, and it is
limited to national bank branching rights in its home state.  In addition, the
association is immediately ineligible to receive any new FHLB borrowings and
is subject to national bank limits for payment of dividends.  If such
association has not requalified or converted to a national bank within three
years after the

                                     E-27
<PAGE>

failure, it must divest of all investments and cease all activities not
permissible for a national bank.  In addition, it must repay promptly any
outstanding FHLB borrowings, which may result in prepayment penalties.  If any
association that fails the QTL test is controlled by a holding company, then
within one year after the failure, the holding company must register as a bank
holding company and become subject to all restrictions on bank holding
companies.  See "- Savings and Loan Holding Company Regulations."

Capital Requirements. Federally insured savings associations, such as the
Bank, are required to maintain a minimum level of regulatory capital. The OTS
has established capital standards, including a tangible capital requirement, a
leverage ratio (or core capital) requirement and a risk-based capital
requirement applicable to such savings associations.

The capital regulations require tangible capital of at least 1.5% of adjusted
total assets, as defined by regulation.  At March 31, 2002, the Bank had
tangible capital of $48.5 million, or 12.52% of adjusted total assets, which
is approximately $42.7 million above the minimum requirement of 1.5% of
adjusted total assets in effect on that date.  At March 31, 2002, the Bank had
$696,000 in core deposit intangible and $912,000 in servicing assets.

The capital standards also require core capital equal to at least 3% to 4% of
adjusted total assets, depending on an institution's supervisory rating. Core
capital generally consists of tangible capital. At March 31, 2002, the Bank
had core capital equal to $48.5 million, or 12.52% of adjusted total assets,
which is $36.9 million above the minimum leverage ratio requirement of 3% as
in effect on that date.

The OTS risk-based requirement requires savings associations to have total
capital of at least 8% of risk-weighted assets. Total capital consists of core
capital, as defined above, and supplementary capital.  Supplementary capital
consists of certain permanent and maturing capital instruments that do not
qualify as core capital and general valuation loan and lease loss allowances
up to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be
used to satisfy the risk-based requirement only to the extent of core capital.

In determining the amount of risk-weighted assets, all assets, including
certain off-balance sheet items, are multiplied by a risk weight, ranging from
0% to 100%, based on the risk inherent in the type of asset.  For example, the
OTS has assigned a risk weight of 50% for prudently underwritten permanent
one- to- four family first lien mortgage loans not more than 90 days
delinquent and having a loan-to-value ratio of not more than 80% at
origination unless insured to such ratio by an insurer approved by FNMA or
FHLMC.

On March 31, 2002, the Bank had total risk-based capital of approximately
$51.1 million, including $48.5 million in core capital and $2.5 million in
qualifying supplementary capital, and risk-weighted assets of $299.8
million, or total capital of 17.04% of risk-weighted assets. This amount was
$27.1 million above the 8% requirement in effect on that date.

The OTS and the FDIC are authorized and, under certain circumstances required,
to take certain actions against savings associations that fail to meet their
capital requirements. The OTS is generally required to take action to
restrict the activities of an "undercapitalized association," which is an
institution with less than either a 4% core capital ratio, a 4% Tier 1
risked-based capital ratio or an 8% risk-based capital ratio. Any such
association must submit a capital restoration plan and until such plan is
approved by the OTS may not increase its assets, acquire another institution,
establish a branch or engage in any new activities, and generally may not make
capital distributions.  The OTS is authorized to impose the additional
restrictions that are applicable to significantly undercapitalized
associations.

The OTS is also generally authorized to reclassify an association into a lower
capital category and impose the restrictions applicable to such category if
the institution is engaged in unsafe or unsound practices or is in an unsafe
or unsound condition.

The imposition by the OTS or the FDIC of any of these measures on the Bank or
the Company may have a substantial adverse effect on their operations and
profitability.

                                       E-28

<PAGE>

Limitations on Capital Distributions. The OTS regulations impose various
restrictions on savings associations with respect to their ability to make
distributions of capital, which include dividends, stock redemptions or
repurchases, cash-out mergers and other transactions charged to the capital
account.

Generally, savings institutions, such as the Bank, that before and after the
proposed distribution remain well-capitalized, may make capital distributions
during any calendar year equal to the greater of 100% of net income for the
year-to-date plus retained net income for the two preceding years. However, an
institution deemed to be in need of more than normal supervision by the OTS
may have its dividend authority restricted by the OTS.  The Bank may pay
dividends in accordance with this general authority.

Savings institutions proposing to make any capital distribution need only
submit written notice to the OTS 30 days prior to such distribution. Savings
institutions that do not, or would not meet their current minimum capital
requirements following a proposed capital distribution, however, must obtain
OTS approval prior to making such distribution. The OTS may object to the
distribution during that 30-day period based on safety and soundness
concerns. See "Capital Requirements."

Loans to One Borrower.  Federal law provides that savings institutions are
generally subject to the national bank limit on loans to one borrower. A
savings institution may not make a loan or extend credit to a single or
related group of borrowers in excess of 15% of its unimpaired capital and
surplus.  An additional amount may be lent, equal to 10% of unimpaired capital
and surplus, if secured by specified readily-marketable collateral.  At
March 31, 2002, the Bank's internal limit was 80% of the regulatory limit on
loans to one borrower or $6.1 million.  At March 31, 2002, the Bank's largest
single loan to one borrower was $5.9 million, which was performing according
to its original terms.

Activities of Associations and Their Subsidiaries.  When a savings association
establishes or acquires a subsidiary or elects to conduct any new activity
through a subsidiary that the association controls, the savings association
must notify the FDIC and the OTS 30 days in advance and provide the
information each agency may, by regulation, require.  Savings associations
also must conduct the activities of subsidiaries in accordance with
existing regulations and orders.

The OTS may determine that the continuation by a savings association of its
ownership control of, or its relationship to, the subsidiary constitutes a
serious risk to the safety, soundness or stability of the association or is
inconsistent with sound banking practices or with the purposes of the FDIA.
Based upon that determination, the FDIC or the OTS has the authority to order
the savings association to divest itself of control of the subsidiary.
The FDIC also may determine by regulation or order that any specific activity
poses a serious threat to the SAIF. If so, it may require that no SAIF member
engage in that activity directly.

Transactions with Affiliates.  Generally, transactions between a savings
association or its subsidiaries and its affiliates are required to be on terms
as favorable to the association as transactions with non-affiliates. In
addition, certain of these transactions, such as loans to an affiliate, are
restricted to a percentage of the association's capital.  Affiliates of the
Bank include the Company and any company, which is under common control with
the Bank.  In addition, a savings association may not lend to any affiliate
engaged in activities not permissible for a bank holding company or acquire
the securities of most affiliates.  The OTS has the discretion to treat
subsidiaries of savings associations as affiliates on a case by case basis.

Certain transactions with directors, officers or controlling persons are also
subject to conflict of interest regulations enforced by the OTS.  These
conflict of interest regulations and other statutes also impose restrictions
on loans to such persons and their related interests.  Among other things,
such loans must be made on terms substantially the same as for loans to
unaffiliated individuals.

Community Reinvestment Act.  Under the federal Community Reinvestment Act
("CRA"), all federally-insured financial institutions have a continuing and
affirmative obligation consistent with safe and sound operations to help meet

                                      E-29

<PAGE>


<PAGE>
all the credit needs of their delineated communities.  The CRA does not
establish specific lending requirements or programs nor does it limit an
institution's discretion to develop the types of products and services that it
believes are best suited to meet all the credit needs of its delineated
community.  The CRA requires the federal banking agencies, in connection with
regulatory examinations, to assess an institution's record of meeting the
credit needs of its delineated community and to take such record into account
in evaluating regulatory applications to establish a new branch office that
will accept deposits, relocate an existing office, or merge or consolidate
with, or acquire the assets or assume the liabilities of, a federally
regulated financial institution, among others.  The CRA requires public
disclosure of an institution's CRA rating.  The Bank received a "satisfactory"
rating as a result of its latest evaluation.

Regulatory and Criminal Enforcement Provisions.  The OTS has primary
enforcement responsibility over savings institutions and has the authority to
bring action against all "institution-affiliated parties," including
stockholders, and any attorneys, appraisers and accountants who knowingly or
recklessly participate in wrongful action likely to have an adverse effect on
an insured institution.  Formal enforcement action may range from the issuance
of a capital directive or cease and desist order to removal of officers or
directors, receivership, conservatorship or termination of deposit insurance.
Civil penalties cover a wide range of violations and can amount to $25,000 per
day, or $1.1 million per day in especially egregious cases.  Under the FDIA,
the FDIC has the authority to recommend to the Director of the OTS that
enforcement action be taken with respect to a particular savings institution.
If action is not taken by the Director, the FDIC has authority to take such
action under certain circumstances.  Federal law also establishes criminal
penalties for certain violations.

Savings and Loan Holding Company Regulations

General.  The Company is a unitary savings and loan company subject to
regulatory oversight of the OTS.  Accordingly, the Company is required to
register and file reports with the OTS and is subject to regulation and
examination by the OTS.  In addition, the OTS has enforcement authority over
the Company and its non-savings association subsidiaries which also permits
the OTS to restrict or prohibit activities that are determined to be a serious
risk to the subsidiary savings association.

New Legislation.  On November 12, 1999, the Gramm-Leach-Bliley Financial
Services Modernization Act of 1999 was signed into law.  The purpose of this
legislation was to modernize the financial services industry by establishing a
comprehensive framework to permit affiliations among commercial banks,
insurance companies, securities firms and other financial service providers.
Generally, the Act:

 (a)  repealed the historical restrictions and eliminates many federal and
      state law barriers to affiliations among banks, securities firms,
      insurance companies and other financial service providers;

 (b)  provided a uniform framework for the functional regulation of the
      activities of banks, savings institutions and their holding companies;

 (c)  broadened the activities that may be conducted by national banks,
      banking subsidiaries of bank holding companies and their financial
      subsidiaries;

 (d)  provided an enhanced framework for protecting the privacy of consumer
      information;

 (e)  adopted a number of provisions related to the capitalization,
      membership, corporate governance and other measures designed to
      modernize the FHLB system;

 (f)  modified the laws governing the implementation of the CRA; and

 (g)  addressed a variety of other legal and regulatory issues affecting
      day-to-day operations and long-term activities of financial
      institutions.
                                      E-30

<PAGE>


Acquisitions.  Federal law and OTS regulations issued thereunder generally
prohibit a savings and loan holding company, without prior OTS approval, from
acquiring more than 5% of the voting stock of any other savings association or
savings and loan holding company or controlling the assets thereof.  They also
prohibit, among other things, any director or officer of a savings and loan
holding company, or any individual who owns or controls more than 25% of the
voting shares of such holding company, from acquiring control of any savings
association not a subsidiary of such savings and loan holding company, unless
the acquisition is approved by the OTS.

Activities.  As a unitary savings and loan holding company, the Company
generally is not subject to activity restrictions. If the Company acquires
control of another savings association as a separate subsidiary other than in
a supervisory acquisition, it would become a multiple savings and loan holding
company and the activities of the Company and any of its subsidiaries (other
than the Bank or any other SAIF insured savings association) would generally
become subject to additional restrictions.  There generally are more
restrictions on the activities of a multiple savings and loan holding company
than on those of a unitary savings and loan holding company.  Federal law
provides that, among other things, no multiple savings and loan holding
company or subsidiary thereof which is not an insured association shall
commence or continue for more than two years after becoming a multiple savings
and loan association holding company or subsidiary thereof, any business
activity other than: (i) furnishing or performing management services for a
subsidiary insured institution, (ii) conducting an insurance agency or escrow
business, (iii) holding, managing, or liquidating assets owned by or acquired
from a subsidiary insured institution, (iv) holding or managing properties
used or occupied by a subsidiary insured institution, (v) acting as trustee
under deeds of trust, (vi) those activities previously directly authorized by
regulation as of March 5, 1987 to be engaged in by multiple holding companies
or (vii) those activities authorized by the Federal Reserve Board as
permissible for bank holding companies, unless the OTS by regulation,
prohibits or limits such activities for savings and loan holding companies.
Those activities described in (vii) above also must be approved by the OTS
prior to being engaged in by a multiple savings and loan holding company.

Qualified Thrift Lender Test.  If the Bank fails the QTL, within one year the
Company must register as, and will become subject to, the significant activity
restrictions applicable to bank holding companies.  See "Federal Regulation of
Savings Associations -- Qualified Thrift Lender Test" for information
regarding the Bank's QTL.

The USA Patriot Act

General. In response to the events of September 11th, President George W. Bush
signed into law the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA
PATRIOT Act, on October 26, 2001. The USA PATRIOT Act gives the federal
government new powers to address terrorist threats through enhanced domestic
security measures, expanded surveillance powers, increased information
sharing, and broadened anti-money laundering requirements. By way of
amendments to the Bank Secrecy Act, Title III of the USA PATRIOT Act takes
measures intended to encourage information sharing among bank regulatory
agencies and law enforcement bodies. Further, certain provisions of
Title III impose affirmative obligations on a broad range of financial
institutions, including banks, thrifts, brokers, dealers, credit unions, money
transfer agents and parties registered under the Commodity Exchange Act.

New Legislation. Among other requirements, Title III of the USA PATRIOT Act
imposes the following requirements with respect to financial institutions:

  - Pursuant to Section 352, all financial institutions must establish
anti-money laundering programs that include, at minimum: (i) internal
policies, procedures, and controls, (ii) specific designation of an anti-money
laundering compliance officer, (iii) ongoing employee training programs, and
(iv) an independent audit function to test the anti-money laundering program.

  - Section 326 of the Act authorizes the Secretary of the Department of
Treasury, in conjunction with other bank
                                       E-31
<PAGE>


regulators, to issue regulations by October 26, 2002 that provide for minimum
standards with respect to customer identification at the time new accounts are
opened.

   - Section 312 of the Act requires financial institutions that establish,
maintain, administer, or manage private banking accounts or correspondent
accounts in the United States for non-United States persons or their
representatives (including foreign individuals visiting the United States) to
establish appropriate, specific, and, where necessary, enhanced due diligence
policies, procedures, and controls designed to detect and report money
laundering.

  - Effective December 25, 2001, financial institutions are prohibited from
establishing, maintaining, administering or managing correspondent accounts
for foreign shell banks (foreign banks that do not have a physical presence in
any country), and will be subject to certain recordkeeping obligations with
respect to correspondent accounts of foreign banks.

  - Bank regulators are directed to consider a holding company's effectiveness
in combating money laundering when ruling on Federal Reserve Act and Bank
Merger Act applications.

During the first quarter of 2002 the Federal Crimes Enforcement Network
(FinCEN), a bureau of the Department of Treasury, issued proposed and interim
regulations to implement the provisions of Sections 312 and 352 of the USA
Patriot Act.

To date, it has not been possible to predict the impact the USA PATRIOT ACT
and its implementing regulations may have on the Company and the Bank.


                           TAXATION

Federal Taxation

General.  The Company and the Bank report their income on a fiscal year basis
using the accrual method of accounting and are subject to federal income
taxation in the same manner as other corporations with some exceptions,
including particularly the Bank's reserve for bad debts discussed below.  The
following discussion of tax matters is intended only as a summary and does not
purport to be a comprehensive description of the tax rules applicable to the
Company or the Bank.

Bad Debt Reserve.  Historically, savings institutions, such as the Bank, which
met certain definitional tests primarily related to their assets and the
nature of their business ("qualifying thrift"), were permitted to establish a
reserve for bad debts and to make annual additions thereto, which may have
been deducted in arriving at their taxable income.  The Bank's deductions with
respect to "qualifying real property loans," which are generally loans secured
by certain interest in real property, were computed using an amount based on
the Bank's actual loss experience, or a percentage equal to 8% of the Bank's
taxable income, computed with certain modifications and reduced by the amount
of any permitted additions to the non-qualifying reserve.  Due to the Bank's
loss experience, the Bank generally recognized a bad debt deduction equal to
8% of taxable income.

Congress revised the thrift bad debt rules in 1996.  The new rules eliminated
the 8% of taxable income method for deducting additions to the tax bad debt
reserves for all thrifts for tax years beginning after December 31,
1995.  These rules also required that all institutions recapture all or a
portion of their bad debt reserves added since the base year (last taxable
year beginning before January 1, 1988).  At March 31, 2002, the Bank had a
taxable temporary difference of approximately $1.1 million that arose before
1987 (base-year amount).  For taxable years beginning after December 31, 1995,
the Bank's bad debt deduction will be determined under the experience method
using a formula based on actual bad debt experience over a period of years.
The unrecaptured base year reserves will not be subject to recapture as long
as the institution continues to carry on the business of banking. In addition,
the balance of the pre-1987 bad debt reserves
                                        E-32


<PAGE>


continues to be subject to provisions of present law referred to below that
require recapture in the case of certain excess distributions to shareholders.

Distributions.  To the extent that the Bank makes "nondividend distributions"
to the Company, such distributions will be considered to result in
distributions from the balance of its bad debt reserve as of December
31, 1987 (or a lesser amount if the Bank's loan portfolio decreased since
December 31, 1987) and then from the supplemental reserve for losses on loans
("Excess Distributions"), and an amount based on the Excess Distributions will
be included in the Bank's taxable income.  Nondividend distributions include
distributions in excess of the Bank's current and accumulated earnings and
profits, distributions in redemption of stock and distributions in partial or
complete liquidation.  However, dividends paid out of the Bank's current or
accumulated earnings and profits, as calculated for federal income tax
purposes, will not be considered to result in a distribution from the Bank's
bad debt reserve.  The amount of additional taxable income created from an
Excess Distribution is an amount that, when reduced by the tax attributable to
the income, is equal to the amount of the distribution.  Thus, if, after the
Conversion, the Bank makes a "nondividend distribution," then approximately
one and one-half times the Excess Distribution would be includable in gross
income for federal income tax purposes, assuming a 34% corporate income tax
rate (exclusive of state and local taxes).  See "Regulation" for limits on the
payment of dividends by the Bank.  The Bank does not intend to pay dividends
that would result in a recapture of any portion of its tax bad debt reserve.

Corporate Alternative Minimum Tax.  The Code imposes a tax on alternative
minimum taxable income ("AMTI") at a rate of 20%.  The excess of the tax bad
debt reserve deduction using the percentage of taxable income method over the
deduction that would have been allowable under the experience method is
treated as a preference item for purposes of computing the AMTI.  In addition,
only 90% of AMTI can be offset by net operating loss carryovers. AMTI is
increased by an amount equal to 75% of the amount by which the Company's
adjusted current earnings exceeds its AMTI (determined without regard to this
preference and prior to reduction for net operating losses).  For taxable
years beginning after December 31, 1986, and before January 1, 1996, an
environmental tax of 0.12% of the excess of AMTI (with certain modification)
over $2.0 million is imposed on corporations, including the Company, whether
or not an Alternative Minimum Tax is paid.

Dividends-Received Deduction.  The Company may exclude from its income 100% of
dividends received from the Bank as a member of the same affiliated group of
corporations.  The corporate dividends-received deduction is generally 70% in
the case of dividends received from unaffiliated corporations with which the
Bank and the Company will not file a consolidated tax return, except that if
the Bank or the Company owns more than 20% of the stock of a corporation
distributing a dividend, then 80% of any dividends received may be deducted.

Audits.  The Company's federal income tax returns have been audited through
the tax year ended March 31, 1999.

State Taxation

General.  The Company is subject to a business and occupation tax imposed
under Washington law at the rate of 1.50% of gross receipts; however, interest
received on loans secured by mortgages or deeds of trust on residential
properties is exempt from such tax.

Audits.  The Company's business and occupation tax returns have been audited
through the tax year ended March 31, 2001.

Competition

There are several financial institutions in the Company's primary market area
from which the Company faces strong competition in the attraction of savings
deposits (its primary source of lendable funds) and in the origination of
loans. Its most direct competition for savings deposits and loans has
historically come from other thrift institutions, credit unions and commercial
banks located in its market area.  Particularly in times of high interest
rates, the Company has faced additional significant competition for investors'
funds from money market mutual funds, other short-term money market

                                    E-33

<PAGE>


securities, corporate and government securities.  The Company's competition
for loans comes principally from other thrift institutions, credit unions,
commercial banks, mortgage banking companies and mortgage brokers.

Subsidiary Activities

Under OTS regulations, the Bank is authorized to invest up to 3% of its assets
in subsidiary corporations, with amounts in excess of 2% only if primarily for
community purposes.  At March 31, 2002, the Bank's investments of $657,274 in
Riverview Services, Inc. ("Riverview Services") its wholly owned subsidiary,
and the investment of $597,159 in Riverview Asset Management Corp. ("RAM
Corp"), a 90% owned subsidiary, were within these limitations.

Riverview Services, a wholly-owned subsidiary, acts as trustee for deeds of
trust on mortgage loans granted by the Bank, and receives a reconveyance fee
of approximately $60 for each deed of trust.  Riverview Services had net
income of $51,232 for the fiscal year ended March 31, 2002 and total assets of
$661,261 at that date.  Riverview Services' operations are included in the
Consolidated Financial Statements of the Company.

RAM Corp is an asset management company providing trust, estate planning and
investment management services.  RAM Corp commenced business December 1998 and
had a net loss of $99,600 for the fiscal year ended March 31, 2002 and total
assets of $743,000 at that date.  RAM Corp earns fees on the management of
assets held in fiduciary or agency capacity. At March 31, 2002, total assets
under management approximated $109.8 million.   RAM Corp's operations are
included in the Consolidated Financial Statements of the Company.

Personnel

As of March 31, 2002, the Company had 147 full-time equivalent employees, none
of whom are represented by a collective bargaining unit.  The Company believes
its relationship with its employees is good.

Executive Officers.  The following table sets forth certain information
regarding the executive officers of the Company.

Name               Age(1) Position
- ----------------   -----  ------------------------------------------
Patrick Sheaffer    62    Chairman of the Board. President and Chief
                            Executive Officer
Ron Wysaske         49    Executive Vice President, Treasurer and Chief
                            Financial Officer

(1)    At March 31, 2002.

Patrick Sheaffer joined the Bank in 1965 and has served as President and Chief
Executive Officer of the Bank since 1976.  He became Chairman of the Board of
the Bank in 1993.  He has been Chairman of the Board, President and Chief
Executive Officer of the Company since its in inception in 1997.  He is
responsible for the daily operations and the management of the Company.  Mr.
Sheaffer is active in numerous professional and civic organizations.

Ron Wysaske joined the Bank in 1976.  Prior to that, he was an audit and tax
accountant at Price Waterhouse & Co. He became Executive Vice President,
Treasurer and Chief Financial Officer of the Bank in 1981 and of the Company
at inception in 1997.  He is responsible for administering all finance,
support and administrative functions at the Company. He is a licensed
certified public accountant in the State of Washington and is active in
numerous professional and civic organizations.

                                       E-34

<PAGE>


Item 2.  Properties
- -------------------
The following table sets forth certain information relating to the Company's
offices as of March 31, 2002.

                                               Approximate
Location                       Year Opened     Square Footage      Deposits
- --------                       -----------     --------------      --------
                                                                (In millions)
Main Office:

900 Washington, Suite 900
Vancouver, Washington(1)             2000          16,000          $  3.8

Branch Offices:

700 N.E. Fourth Avenue               1975          25,000            42.4
Camas, Washington(3)

3307 Evergreen Way                   1963           3,200            25.6
Washougal, Washington(1)(3)(4)

225 S.W. 2nd Street                  1971           1,700            24.0
Stevenson, Washington(3)

330 E. Jewett Boulevard              1977           3,200            22.7
White Salmon, Washington(3)(5)

15 N.W. 13th Avenue                  1979           2,900            23.4
Battle Ground, Washington(3)(6)

412 South Columbus                   1983           2,500            14.5
Goldendale, Washington(3)

11505-K N.E. Fourth Plain Boulevard  1994           3,500            14.9
Vancouver, Washington(3)
"Orchards" Office

7735 N.E. Highway 99                 1994           4,800            25.8
Vancouver, Washington9(1)(2)(3)
"Hazel Dell" Office

1011 Washington Way                  1994           2,000            13.8
Longview, Washington(2)(3)

900 Washington St., Suite 100        1998           5,300            32.5
Vancouver, Washington (1)(3)

1901-E N.E. 162nd Avenue
Vancouver, Washington(1)(3)          1999           3,200             9.2

800 N.E. Tenny Road, Suite D
Vancouver, Washington(3)             2000           3,200             8.7


                                       E-35
<PAGE>



(1) Leased.
(2) Former branches of Great American Federal Savings Association, San Diego,
    California, that were acquired from the Resolution Trust Corporation on
    May 13, 1994.  In the acquisition, the Company assumed all insured deposit
    liabilities of both branch offices totaling approximately $42.0 million.
(3) Location of an automated teller machine.
(4) New facility in 2001.
(5) New facility in 2000.
(6) New facility in 1994.

During second quarter of fiscal year 2001, the Company's main office for
administration was relocated from Camas to the downtown Vancouver address of
900 Washington Street.   The Washougal branch office was relocated during the
first quarter of the fiscal year 2001.

The Company uses an outside data processing system to process customer records
and monetary transactions, post deposit and general ledger entries and record
activity in installment lending, loan servicing and loan originations. At
March 31, 2002, the net book value of the Company's office properties,
furniture, fixtures and equipment was $10.6 million.

Item 3.  Legal Proceedings
- --------------------------
Periodically, there have been various claims and lawsuits involving the
Company, such as claims to enforce liens, condemnation proceedings on
properties in which the Company holds security interests, claims involving
the making and servicing of real property loans and other issues incident to
the Company's business.  The Company is not a party to any pending legal
proceedings that it believes would have a material adverse effect on
the financial condition, results of operations or liquidity of the Company.

Item 4.  Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended March 31, 2002.

                               PART II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder
         Matters
- --------------------------------------------------------------------------
At March 31, 2002, the Company had 4,735,066 shares of Common Stock issued and
outstanding, 823 stockholders of record and an estimated 1,000 holders in
nominee or "street name."

Under Washington law, the Company is prohibited from paying a dividend if, as
a result of its payment, the Company would be unable to pay its debts as they
become due in the normal course of business, or if the Company's total
liabilities would exceed its total assets.  The principal source of funds for
the Company is dividend payments from the Bank.  OTS regulations require the
Bank to give the OTS 30 days advance notice of any proposed declaration of
dividends to the Company, and the OTS has the authority under its supervisory
powers to prohibit the payment of dividends to the Company.  The OTS imposes
certain limitations on the  payment of dividends from the Bank to the Holding
Company which utilize a three-tiered approach that permits various levels of
distributions based primarily upon a savings association's capital level.  See
"REGULATION --Federal Regulation of Savings Associations -- Limitations on
Capital Distributions."  In addition, the Company may not declare or pay a
cash dividend on its capital stock if the effect thereof would be to reduce
the regulatory capital of the Company below the amount required for the
liquidation account to be established pursuant to the Company's Plan of
Conversion adopted in connection with the Conversion and Reorganization.  See
Note 1 of Notes to the Consolidated Financial Statements included elsewhere
herein.
                                    E-36
<PAGE>


The common stock of the Company has traded on the Nasdaq National Market
System under the symbol "RVSB" since October 2, 1997.  Prior to that time and
since October 22, 1993, the common stock of the Company traded on The Nasdaq
SmallCap Market under the same symbol.  The following table sets forth the
high and low trading prices, as reported by Nasdaq, and cash dividends paid
for each quarter during 2002 and 2001 fiscal years.  At March 31, 2002, there
were twelve market makers in the Company's common stock as reported by the
Nasdaq Stock Market.

                                                           Cash Dividends
Fiscal Year Ended March 31, 2002           High       Low     Declared
- --------------------------------          -----      -----    --------
Quarter Ended March 31, 2002             $14.00     $11.93     $0.11
Quarter Ended December 31, 2001           12.35      10.90      0.11
Quarter Ended September 30, 2001          12.00      10.00      0.11
Quarter Ended June 30, 2001               10.50       9.25      0.11


                                                           Cash Dividends
Fiscal Year Ended March 31, 2001           High       Low     Declared
- --------------------------------          -----      -----    --------
Quarter Ended March 31, 2001              $9.75      $8.25    $0.100
Quarter Ended December 31, 2000            8.88       8.03     0.100
Quarter Ended September 30, 2000           8.88       8.00     0.100
Quarter Ended June 30, 2000                9.38       8.00     0.100

                                     E-37
<PAGE>



Item 6.   Selected Financial Data
- ---------------------------------
The following tables set forth certain information concerning the consolidated
financial position and results of operations of the Company at the dates and
for the periods indicated.
                                                    At March 31,
                                   ------------------------------------------
                                    2002     2001     2000     1999     1998
                                   ------   ------   ------   ------   ------
                                                 (In thousands)
FINANCIAL CONDITION DATA:
Total assets                     $392,101 $431,996 $344,680 $302,601 $273,174
Loans receivable, net(1)          288,530  296,861  249,034  187,177  162,628
Mortgage-backed securities held
 to maturity, at amortized cost     4,386    6,405    8,657   12,715   20,341
Mortgage-backed securities
 available for sale, at fair value 36,999   43,139   39,378   53,372   32,690
Cash and interest-bearing deposits 22,492   38,935   15,786   17,207   27,482
Investment securities held to
 maturity, at amortized cost            -      861      903    4,943    8,336
Investment securities available
 for sale, at fair value           18,275   25,561   12,883   13,280    9,977
Deposit accounts                  259,690  295,523  232,355  200,311  179,825
FHLB advances                      74,500   79,500   60,550   42,550   29,550
Shareholders' equity               53,677   52,721   48,489   56,867   61,082

                                                Year Ended March 31,
                                   ------------------------------------------
                                    2002     2001     2000     1999     1998
                                   ------   ------   ------   ------   ------
OPERATING DATA:                                 (In thousands)

Interest income                   $29,840  $31,343  $25,438  $23,114  $20,302
Interest expense                   14,318   16,288   11,073    9,925    9,389
                                   ------   ------   ------   ------   ------
Net interest income                15,522   15,055   14,365   13,189   10,913
Provision for loan losses           1,116      949      675      240      180
Net interest income after          ------   ------   ------   ------   ------
 provision for loan losses         14,406   14,106   13,690   12,949   10,733
Gains from sale of loans,
 securities and real estate owned   1,964      129      151      283      269
Gain on sale of land and fixed assets   4      540        -        -        -
Other non-interest income           4,583    3,293    2,746    2,591    2,211
Non-interest expenses              13,953   12,867   10,832    9,055    7,218
                                   ------   ------   ------   ------   ------
Income before federal income tax
 provision and extraordinary item   7,004    5,201    5,755    6,768    5,995
Provision for federal income taxes  2,136    1,644    1,878    2,305    2,071
                                   ------   ------   ------   ------   ------
Net income                        $ 4,868  $ 3,557  $ 3,877  $ 4,463  $ 3,924
                                   ======   ======   ======   ======   ======

                                       E-38

<PAGE>



                                                    At March 31,
                                   ------------------------------------------
                                    2002     2001     2000     1999     1998
                                   ------   ------   ------   ------   ------
OTHER DATA:
Number of:
 Real estate loans outstanding      2,176    2,510    2,188    1,906    2,014
 Deposit accounts                  26,625   26,068   23,653   21,639   20,395
 Full service offices                  12       12       12       10        9

                                       At or For the Year Ended March 31,
                                   ------------------------------------------
                                    2002     2001     2000     1999     1998
                                   ------   ------   ------   ------   ------
KEY FINANCIAL RATIOS:

Performance Ratios:
Return on average assets            1.16%    0.94%    1.22%    1.55%    1.56%
Return on average equity            9.01     7.04     7.15     7.33     9.15
Dividend payout ratio(2)(3)(4)     41.27    52.29    47.13    30.38    11.77
Interest rate spread                3.29     3.37     3.88     3.83     3.72
Net interest margin                 4.04     4.27     4.78     4.81     4.61
Non-interest expense to
 average assets                     3.34     3.41     3.41     3.14     2.87
Efficiency ratio (non- interest
 expense divided by the sum of
 net interest income and non-
 interest income)                  63.21    67.66    62.75    56.37    53.89

Asset Quality Ratios:
Average interest-earning assets
 to interest-bearing liabilities  120.49   119.75   124.51   127.02   122.21
Allowance for loan losses to
 total loans at end of period       0.78     0.58     0.50     0.54     0.53
Net charge-offs to average
 outstanding loans during the
 period                             0.14     0.14     0.21     0.04     0.02
Ratio of nonperforming assets
 to total assets                    0.61     0.24     0.39     0.44     0.19

Capital Ratios:
Average equity to average assets   12.93    13.41    17.05    21.08    17.02
Equity to assets at end of fiscal
  year                             13.69    12.20    14.07    18.79    22.36

(1)   Includes loans held for sale.
(2)   Prior to the consummation of the Conversion and Reorganization on
      September 30, 1997, all cash dividends paid by the Bank had been
      waived by the MHC.
(3)   Excludes cash dividends waived by the MHC.
(4)   Dividends paid divided by net income.

                                    E-39

<PAGE>



Item 7.   Management's Discussion and Analysis of Financial Condition and
- -------------------------------------------------------------------------
Results of Operations
- ---------------------

General

Management's Discussion and Analysis of Financial Condition and Results of
Operations is intended to assist inunderstanding the financial condition and
results of operations of the Company.  The information contained in this
section should be read in conjunction with the Consolidated Financial
Statements and accompanying Notes thereto and the other sections contained in
this Form 10-K.

Special Note Regarding Forward-Looking Statements

Management's Discussion and Analysis and other portions of this report contain
certain "forward-looking statements" concerning the future operations of the
Company.  Management desires to take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 and is including this
statement for the express purpose of availing the Company of the protections
of such safe harbor with respect to all "forward-looking statements" contained
in our Annual Report.  The Company has used "forward-looking statements" to
describe future plans and strategies, including its expectations of the
Company's future financial results.  Management's ability to predict results
or the effect of future plans or strategies is inherently uncertain.  Factors
which could affect actual results include interest rate trends, the general
economic climate in the Company's market area and the country as a whole, the
ability of the Company to control costs and expenses, deposit flows, demand
for mortgages and other loans, real estate value and vacancy rates, the
ability of the Company to efficiently incorporate acquisitions into its
operations, competition, loan delinquency rates, and changes in federal and
state regulation.  These factors should be considered in evaluating the
"forward-looking statements," and undue reliance should not be placed on such
statements.  The Company does not undertake to update any forward-looking
statement that may be made on behalf of the Company.

Critical Accounting Policies

The Company has established various accounting policies that govern the
application of accounting principles generally accepted in the United States
of America in the preparation of the Company's Consolidated Financial
Statements.  The Company has identified two policies, that due to judgments,
estimates and assumptions inherent in those policies, are critical to an
understanding of the Company's Consolidated Financial Statements.  These
policies relate to the methodology for the determination of the allowance for
loan losses and the valuation of the mortgage servicing rights ("MSR").  These
policies and the judgments, estimates and assumptions are described in greater
detail in subsequent sections of Management's Discussions and Analysis and in
the notes to the financial statements included herein.  In particular, Note 1
to the Consolidated Financial Statements-"Summary of Significant Accounting
Policies" describes generally the Company's accounting policies and Note 8
provides details used in valuing the Company's MSR and the effect of changes
to certain assumptions.  Management believes that the judgments, estimates and
assumptions used in the preparation of the Company's Consolidated Financial
Statements are appropriate given the factual circumstances at the time.
However, given the sensitivity of the Company's Consolidated Financial
Statements to these critical accounting policies, the use of other judgments,
estimates and assumptions could result in material differences in our results
of operations or financial condition.

Operating Strategy

In the fiscal year ended March 31, 1998, the Company began to implement a
growth strategy to broaden the products and services from traditional thrift
offerings to those more closely related to commercial banking.  The growth
strategy included four elements, geographic and product expansion, loan
portfolio diversification, development of relationship banking and maintenance
of asset quality.

Since the end of fiscal 1998, the Company has added three branches including
the branch at the main office for administration in downtown Vancouver.   The
Washougal branch was relocated to a new facility, the Stevenson, White

                                       E-40

<PAGE>



Salmon and Goldendale branches were remodeled.  The number of automated teller
machines was doubled from six to twelve so that each branch location now is
serviced by an automated teller machine.

The Company's growing commercial customer base has enjoyed new products and
the improvements in existing products.  These new products include business
checking, internet banking and new loan products.  Retail customers have
benefited from expanded choices ranging from additional automated teller
machines , consumer lending products, checking accounts, debit cards, 24 hour
account information service and internet banking.

The fiscal year 1998 marked the 75th year anniversary since Riverview
Community Bank opened its doors in 1923.  The historical emphasis has been on
residential real estate lending.  The portfolio diversification is focused
toward the expansion of commercial loans. Four experienced commercial lenders
were hired to implement the expansion in commercial lending.   In the fiscal
year 1998 commercial loans as a percentage of the loan portfolio were 0.93%.
The commercial loan portfolio stands at 7.17% at the end of fiscal year 2002.
Commercial lending has wider interest margins and shorter loan terms than
residential lending which can increase the loan portfolio profitability.

The 1998 addition of RAM Corp a trust company directed by experienced trust
officers, expanded loan products serviced by experienced commercial and
consumer lending officers, expanded branch network lead by experienced
branch managers, enhances the Company's relationship banking.  Development of
relationship banking has been the key to the Company's growth in assets and
profitability.   Total assets of the Company has increased 44% since the end
of fiscal year 1998.

Net Interest Income

The Company's profitability depends primarily on its net interest income,
which is the difference between the income it receives on its loan and
investment portfolio and its cost of funds, which consists of interest paid on
deposits and borrowings.  Net interest income is also affected by the relative
amounts of interest-earning assets and interest-bearing liabilities.  When
interest-earning assets equal or exceed interest-bearing liabilities, any
positive interest rate spread will generate net interest income. The level of
non-interest income and expenses also affects the Company's profitability.
Non-interest income includes deposit service fees, income associated with the
origination and sale of mortgage loans, brokering loans, loan servicing fees,
income from real estate owned, net gains and losses on sales of
interest-earning assets and asset management fee income.  Non-interest
expenses include compensation and benefits, occupancy and equipment expenses,
deposit insurance premiums, data servicing expenses and other operating costs.
The Company's results of operations are also significantly affected by general
economic and competitive conditions, particularly changes in market interest
rates, government legislation and regulation and monetary and fiscal policies.

Comparison of Financial Condition at March 31, 2002 and 2001

At March 31, 2002, the Company had total assets of $392.1 million compared
with $432.0 million at March 31, 2001. The decrease in total assets reflects
the conversion of $40.3 million of fixed interest rate residential family
mortgages to MBS through securitization and sale of  $25.1 million of MBS
during the quarter ending September 30, 2001. Cash, including interest-earning
accounts, totaled $22.5 million at March 31, 2002, compared to $38.9 million
at March 31, 2001. The $1.3 million increase in loans held for sale to $1.8
million at March 31, 2002 compared to $569,000 at March 31, 2001, reflects the
lower mortgage interest rate environment.  As interest rates fall loan volume
shifts to fixed rate production. Conversely, in a rising interest rate
environment loan volume will shift to adjustable rate production. Selling our
fixed interest rate mortgage loans allows us to reduce the interest rate risk
associated with long term fixed interest rate products.  It also frees up
funds to make new loans and diversify our loan portfolio. We continue to
service the loans we sell, maintaining the customer relationship and
generating ongoing non-interest income.

Loans receivable, net, were $286.7 million at March 31, 2002, compared to
$296.3 million at March 31, 2001, a 3.3% decrease. Decreases primarily in one-
to- four family residential, multi-family, multi-family construction,
commercial construction, and consumer loans were partially offset by the
increases in residential construction, commercial, land and commercial real
estate.  The decrease in one- to- four family residential mortgages reflects
the conversion of $40.3

                                       E-41

<PAGE>



million of fixed interest rate residential family mortgages to MBS through
securitization during the quarter ending September 30, 2001.  A substantial
portion of the Company's loan portfolio is secured by real estate, either as
primary or secondary collateral located in its primary market areas.

There were $1.8 million in loans held-for-sale at March 31, 2002, compared to
$569,000 at March 31, 2001.

Cash and cash equivalents decreased to $22.5 million at March 31, 2002, from
$38.9 million at March 31, 2001 as a result of decrease in deposits.

There was no investment securities held-to-maturity at March 31, 2002,
compared to $861,000 at March 31, 2001. The $861,000 decrease was a result of
investment pay downs.

Investment securities available-for-sale was $18.3 million at March 31, 2002,
compared to $25.6 million at March 31, 2001.  The $7.3 million decrease was
primarily a result of the called $2.5 million callable agency and the $4.6
million of investment pay downs.

Mortgage-backed securities held-to-maturity was $4.4 million at March 31,
2002, compared to $6.4 million at March 31, 2001.  The $2.0 million net
decrease was a result of pay downs.

Mortgage-backed securities available-for-sale was $37.0 million at March 31,
2002, compared to $43.1 million at March 31, 2001.  The $6.1 million net
decrease reflects securitization of $40.3 million, purchase of $5.0 million,
sales of  $25.9 million and $25.8 million in pay downs.

Deposits totaled $259.7 million at March 31, 2002 compared to $295.5 million
at March 31, 2001.  The deposit decrease is primarily due to an outflow of
governmental deposits as the Bank paid lower interest rates. Checking accounts
and money market accounts ("transaction accounts") total average outstanding
balance increased 23.9% to $115.7 million at March 31, 2002, compared to $93.4
million at March 31, 2001.  Transaction accounts represented 43.0% and 37.2%
of average total outstanding balance of deposits at March 31, 2002 and March
31, 2001, respectively.

FHLB advances decreased to $74.5 million at March 31, 2002 from $79.5 million
at March 31, 2001.

Shareholders' equity increased $956,000 to $53.7 million at March 31, 2002
from $52.7 million at March 31, 2001 primarily as a result of the $5.2 million
of total comprehensive income offset by $3.1 million stock repurchased and
retired and $2.0 million of cash dividends paid to shareholders.

Comparison of Operating Results for the Years Ended March 31, 2002 and 2001

Net Income.  Net income was $4.9 million, or $1.06 per diluted share for the
year ended March 31, 2002, compared to $3.6 million, or $0.77 per diluted
share for the year ended March 31, 2001.  Earnings were higher for the year
ended March 31, 2002 primarily as a result of increased non-interest income.

Net Interest Income. Net interest income for fiscal year 2002 was $15.5
million, representing a $467,000, or a 3.1% increase, from fiscal year 2001.
This improvement reflected a 10.3% increase in average earning assets
(primarily increases in average loan balances due to a 33.1% increase in
non-mortgage loans and a 190.0% increase in daily interest-bearing assets) to
$393.2 million, which offset a 23 basis point reduction in the net interest
margin to 4.04%. The ratio of average interest earning assets to average
interest bearing liabilities increased to 120.5% in 2002 from 119.8% in 2001
which indicates that the interest earning asset growth is being funded less by
interest bearing liabilities as compared to capital, which is non-interest
bearing.

Interest Income. Interest income totaled $29.8 million and $31.3 million, for
fiscal years 2002 and 2001, respectively. Average interest-bearing assets
increased $36.7 million to $393.2 million for fiscal year ended 2002 from
$356.5 million for fiscal year ended 2001.  The yield on interest-earning
assets was 7.68% for fiscal year 2002 compared to 8.84% for

                                       E-42

<PAGE>



fiscal year ended 2001.  The decreased yield is the result of the lower yields
on loans that reflect the eight Federal Reserve Board discount rate cuts that
occurred during the fiscal year 2002.

Interest Expense. Interest expense for the year ended March 31, 2002 totaled
$14.3 million, a $2.0 million decrease from $16.3 million for the year ended
March 31, 2001.  The decrease in interest expense is the result of lower rates
interest paid on deposits due to the eight Federal Reserve Board discount rate
cuts that occurred during the fiscal year 2002. The weighted average interest
rate of total deposits decreased from 5.05% at March 31, 2001 to 3.69% at
March 31, 2002.  The decrease in total deposit average interest rate was
partially offset by the $12.0 million increase in total average deposits to
$236.9 million at March 31, 2002.

Provision for Loan Losses.  The provision for loan losses for the year ended
March 31, 2002 was $1.1 million compared to $949,000 for the year ended March
31, 2001.  The fiscal year 2002 provision for loan losses exceeded net loan
charge-offs by $702,000 resulting in an increase in the allowance for loan
losses to $2.5 million.  Net charge-offs to average net loans for fiscal years
2002 and 2001 has remained a constant 0.14%.

The Company establishes a general reserve for loan losses through a periodic
provision for loan losses based on management's evaluation of the loan
portfolio and current economic conditions. The provisions for loan losses are
based on management's estimate of net realizable value or fair value of the
collateral, as applicable and the Company's actual loss experience, and
standards applied by the OTS and the FDIC.  The Company regularly reviews its
loan portfolio, including non-performing loans, to determine whether any loans
require classification or the establishment of appropriate reserves. In
addition, various regulatory agencies, as an integral part of their
examination process, periodically review the Company's allowance for loan
losses. Such agencies may require the Company to provide additions to the
allowance for loan losses based upon judgments different from management. The
allowance for loan losses is provided based upon management's continuing
analysis of the pertinent factors underlying the quality of the loan
portfolio. These factors include changes in the size and composition of the
loan portfolio, actual loan loss experience, current and anticipated economic
conditions, and detailed analysis of individual loans for which full
collectibility may not be assured. The detailed analysis includes techniques
to estimate the fair value of the loan collateral and the existence of
potential alternative sources of repayment. Assessment of the adequacy of the
allowance for loan losses involves subjective judgments regarding future
events, and thus there can be no assurance those additional provisions for
credit losses will not be required in future periods. Although management uses
the best information available, future adjustments to the allowance may be
necessary due to economic, operating, regulatory and other conditions that may
be beyond the Company's control. Any increase or decrease in the provision for
loan losses has a corresponding negative or positive effect on net income. The
allowance for loan losses at March 31, 2002 was $2.5 million, or 0.78% of
period end gross loans compared to $1.9 million, or 0.58% of period end gross
loans at March 31, 2001. Management considered the allowance for loan losses
at March 31, 2002 to be adequate to cover foreseeable loan losses based on the
assessment of various factors affecting the loan portfolio.

Non-Interest Income.   Non-interest income increased $2.6 million or 65.3% for
the twelve months ended March 31, 2002 compared to the same period in 2001.
Excluding the fiscal year 2002, $863,000 pretax gain on sale of securities and
fiscal year 2001, $540,000 pretax gain on sale of land and fixed assets,
non-interest income increased  $2.3 million or 66.2% for the year ended March
31, 2002 when compared to the prior year.  For the twelve months ended March
31, 2002, fees and service charges increased $1.1 million when compared to the
twelve months ended March 31, 2001.  The $1.1 million increase in fees and
service charges is primarily due to the growth in deposit products, mortgage
broker fees and asset management services.  Mortgage broker fees (included in
fees and service charges) totaled $1.3 million for the year ended March 31,
2002 compared to $579,000 for the previous year.  Mortgage broker commission
compensation expense was $1.0 million for the fiscal year ended March 31, 2002
compared to $581,000 for the fiscal year ended March 31, 2001. Increases in
mortgage broker fees and commission compensation expense are a result of the
increase in brokered loan production from $109.4 million in 2001 to $188.4
million in 2002.  Asset management services income increased $236,000 or 46.4%
for the year 2002 compared to year 2001.  RAM Corp had $109.8 million in total
assets under management at March 31, 2002 when compared to $92.2 million at
March 31, 2001.

Non-Interest Expense. Non-interest expense increased $1.1 million, or 8.5% to
$14.0 million for fiscal year 2002

                                       E-43

<PAGE>



compared to $12.9 million for fiscal year 2001. The principal component of the
Company's non-interest expense is salaries and employee benefits.  For the
year ended March 31, 2002, salaries and employee benefits, which includes
mortgage broker commission compensation, was $7.8 million, or a 11.4% increase
over the prior year total of $7.0 million. Full-time equivalent employees have
held steady at 147 at March 31, 2002 and March 31, 2001.  In second quarter of
fiscal year 2001, the Company's main office for administration relocated from
Camas to the Vancouver address of 900 Washington, Suite 900, a 16,000 square
foot leased facility.

The acquisition of the Hazel Dell and Longview branches from the Resolution
Trust Corporation ("RTC") in fiscal 1995 (see Item 2. Properties), and the
related acquisition of $42 million in customer deposits created a $3.2 million
core deposit intangible asset ("CDI"), representing the excess of cost over
fair value of deposits acquired.  The CDI ($696,000 at March 31, 2002) is
being amortized over the remaining life of the underlying customer
relationships currently estimated at two years. The amortization expense of
CDI was $327,000 for both fiscal years 2002 and 2001.

Provision for Federal Income Taxes. Provision for federal income taxes was
$2.1 million for the year ended March 31, 2002 compared to $1.6 million for
the year ended March 31, 2001 as a result of higher income before taxes. The
effective tax rate for fiscal year 2002 was 30.5% compared to 31.6% for fiscal
2001.  Reference is made to Note 11 of the Notes to Consolidated Financial
Statements, in Item 8, Financial Statements and Supplementary Data, herein for
further discussion of the Company's federal income taxes.

Comparison of Operating Results for the Years Ended March 31, 2001 and 2000

Net Income.  Net income was $3.6 million, or $0.78 per share for the year
ended March 31, 2001, compared to $3.9 million, or $0.76 per share for the
year ended March 31, 2000.  Earnings were lower for the year ended March 31,
2001 primarily as a result of reduced net interest margin, increased
non-interest expenses and higher provision for loan losses.

Net Interest Income.   Net interest income for fiscal year 2001 was $15.1
million, representing a $690,000, or a 4.8% increase, from fiscal year 2000.
This improvement reflected a 17.9% increase in average earning assets
(primarily increases in average loan balances due to a 11.7% increase for
mortgage loans and 97.6% increase in non-mortgage loans) to $356.5 million,
which offset a 51 basis point reduction in the net interest margin to 4.27%.
The  ratio of average interest earning assets to average interest bearing
liabilities decreased to 119.75% in 2001 from 124.51% in 2000 which indicates
that the interest earning asset growth is being funded more by interest
bearing liabilities as compared to capital, which is non-interest bearing.

Interest Income. Interest income totaled $31.3 million and $25.4 million, for
fiscal years 2001 and 2000, respectively. Average interest-bearing assets
increased $54.2 million to $356.5 million for fiscal year ended 2001 from
$302.3 million for fiscal year ended 2000.  The yield on interest-earning
assets was 8.84% for fiscal year 2001 compared to 8.44% for fiscal year ended
2000.  The increased yield reflects the higher yield on net loans and
investments in 2001 compared to 2000.

Interest Expense. Interest expense for the year ended March 31, 2001 totaled
$16.3 million, a $5.2 million increase from $11.1 million for the year ended
March 31, 2000.  The increase in interest expense was the result of the 22.6%
growth in average interest-bearing liabilities to $297.7 million at March 31,
2001 from $242.8 million at March 31, 2000.  The increase was due primarily to
the $7.9 million growth in the average balance of money market accounts to
$44.9 million and the $20.5 million growth in average balance certificates of
deposit to $138.5 million at year end March 31, 2001. Other interest bearing
liabilities increased $27.4 million to $72.8 million at March 31, 2001 due to
increased FHLB borrowings.

Provision for Loan Losses.  The provision for loan losses for the year ended
March 31, 2001 was $949,000 compared to $675,000 for the year ended March 31,
2000.  The fiscal year 2001 provision for loan losses exceeded net loan
charge-offs by $554,000 resulting in an increase in the allowance for loan
losses to $1.9 million.  While the loan portfolio grew substantially in fiscal
year 2001 the asset quality has remained solid as demonstrated by the
nonperforming asset to total assets ratio of 0.24% at March 31, 2001 and 0.39%
at March 31, 2000.  The allowance for

                                       E-44

<PAGE>



loan losses at March 31, 2001 was $1.9 million, or 0.58% of period end loans
compared to $1.4 million, or 0.50% of period end loans at March 31, 2000.
Management considered the allowance for loan losses at March 31, 2001 to be
adequate to cover foreseeable loan losses based on the assessment of various
factors affecting the loan portfolio.

Non-Interest Income.  Non-interest income increased $1.1 million or 36.8% for
the twelve months ended March 31, 2001 compared to the same period in 2000.
Excluding the $540,000 pretax gain on sale of land and fixed assets,
non-interest income increased  $525,000 or 18.1% for the year ended March 31,
2001 when compared to the prior year.  For the twelve months ended March 31,
2001, fees and service charges increased $430,000 when compared to the twelve
months ended March 31, 2000.  The $430,000 increase in service charges is
primarily due to the growth in checking accounts, ATM and debit cards and
mortgage broker fees.  Mortgage broker fees (included in fees and service
charges) totaled $579,000 for the year ended March 31, 2001 compared to
$448,000 for the previous year.  Mortgage broker commission compensation
expense was $581,000 for the fiscal year ended March 31, 2001 compared to
$499,000 for the fiscal year ended March 31, 2000. Increases in mortgage
broker fees and commission compensation expense are a result of the increase
in brokered loan production from $107.1 million in 2000 to $109.4 million in
2001.  Asset management services income increased $205,000 or 67.4% for the
year 2001 compared to year 2000.  RAM Corp had $92.2 million or a 47.0%
increase in total assets under management at March 31, 2001 when compared to
March 31, 2000. The $61,000 decrease in loan servicing income is the result of
the decrease in the balance of loans serviced for others caused by pay downs.

Non-Interest Expense. Non-interest expense increased $2.1 million, or 19.4% to
$12.9 million for fiscal year 2001 compared to $10.8 million for fiscal year
2000. The principal component of the Company's non-interest expense was
salaries and employee benefits.  For the year ended March 31, 2001, salaries
and employee benefits, which includes mortgage broker commission compensation,
was $7.0 million, or a 20.7% increase over the prior year total of $5.8
million. Full-time equivalent employees have increased to 147 at March 31,
2001 from 132 at March 31, 2000. Expansion of the branch system by adding the
800 Tenney Road branch in the first quarter of fiscal year 2001 and expansion
in lending areas, trust and administration are reflected in the increase in
FTE. Other components of non-interest expense include building, furniture, and
equipment depreciation and expense, data processing expense, and advertising
expense reflecting the Company's expansion in branches and continuing
investment in computer technology. In second quarter of fiscal year 2001, the
Company's main office for administration relocated from Camas to the Vancouver
address of 900 Washington, Suite 900, a 16,000 square foot leased facility.

Provision for Federal Income Taxes. Provision for federal income taxes was
$1.6 million for the year ended March 31, 2001 compared to $1.9 million for
the year ended March 31, 2000 as a result of lower income before taxes. The
effective tax rate for fiscal year 2001 was 31.6% compared to 32.6% for fiscal
2000.  Reference is made to Note 10 of the Notes to Consolidated Financial
Statements, in Item 8, Financial Statements and Supplementary Data, herein for
further discussion of the Company's federal income taxes.

Average Balance Sheet

The following table sets forth, for the periods indicated, information
regarding average balances of assets and liabilities as well as the total
dollar amounts of interest income from average interest-earning assets and
interest expense on average interest-bearing liabilities, resultant yields,
interest rate spread, ratio of interest-earning assets to interest-bearing
liabilities and net interest margin.  Average balances for a period have been
calculated using the monthly average balances during such period.  Interest
income on tax exempt securities has been adjusted to a taxable-equivalent
basis using the statutory Federal income tax rate of 34%.

                                       E-45
<PAGE>


<TABLE>

                                                        Year Ended March 31,
                    -------------------------------------------------------------------------------------
                                  2002                         2001                         2000
                    ---------------------------- ---------------------------  ---------------------------
                              Interest                     Interest                     Interest
                    Average      and     Yield/  Average      and     Yield/  Average      and     Yield/
                    Balance   Dividends  Cost    Balance   Dividends  Cost    Balance   Dividends  Cost
                    -------   ---------  ----    -------   ---------  ----    -------   ---------  ----
                                                     (Dollars in thousands)
<s>                 <c>        <c>       <c>     <c>        <c>       <c>     <c>        <c>       <c>
Interest-earning
 assets:
 Mortgage loans     $195,419   $16,786   8.59%   $205,895   $19,286   9.37%   $184,343   $16,889   9.16%
 Non-mortgage loans   95,004     8,086   8.51      71,392     6,985   9.78      36,116     3,541   9.80
                    --------   -------   ----    --------   -------   ----    --------   -------   ----
  Total net loans    290,423    24,872   8.56     277,287    26,271   9.47     220,459    20,430   9.27
Mortgage-backed
 securities           49,575     2,677   5.40      46,151     3,144   6.81      56,735     3,585   6.32
Investment
 securities           22,567     1,511   6.70      20,200     1,318   6.52      16,168       971   6.01
Daily interest-
 bearing assets       25,583       798   3.12       8,827       530   6.00       6,217       312   5.02
Other earning assets   5,078       342   6.73       4,056       262   6.48       2,715       219   8.07
                    --------   -------   ----    --------   -------   ----    --------   -------   ----
  Total interest-
   earning assets    393,226    30,200   7.68     356,521    31,525   8.84     302,294    25,517   8.44

Non-interest-
earning assets:
 Office properties and
  equipment, net      10,365                       10,295                        7,277
 Real estate, net          -                          134                          471
 Other non-interest-
  earning assets      14,402                       10,189                        7,968
                    --------                     --------                     --------
Total assets        $417,993                     $377,139                     $318,010
                    ========                     ========                     ========
Interest-earning
liabilities:
 Regular savings
  accounts          $ 19,747       292   1.48    $ 19,586       536   2.74    $ 20,654       569   2.75
 NOW accounts         29,442       215   0.73      21,897       315   1.44      21,757       303   1.39
 Money market
  accounts            53,761     1,307   2.43      44,911     2,182   4.86      37,029     1,588   4.29
 Certificates of
  deposit            133,907     6,915   5.16     138,492     8,314   6.00     117,948     6,131   5.20
                    --------   -------   ----    --------   -------   ----    --------   -------   ----
  Total deposits     236,857     8,729   3.69     224,886    11,347   5.05     197,388     8,591   4.35
 Other interest-
  bearing
  liabilities         89,499     5,589   6.24      72,825     4,941   6.78      45,406     2,483   5.47
                    --------   -------   ----    --------   -------   ----    --------   -------   ----
  Total interest-
   bearing
   liabilities       326,356    14,318   4.39     297,711    16,288   5.47     242,794    11,074   4.56

Non-interest-bearing
liabilities:
 Non-interest-
  bearing deposits    32,529                       26,635                       19,982
Other liabilities      5,078                        2,232                        1,004
                    --------                     --------                     --------
  Total liabilities  363,963                      326,578                      263,780
Shareholders' equity  54,030                       50,561                       54,230
                    --------                     --------                     --------
Total liabilities and
  shareholders'
  equity            $417,993                     $377,139                     $318,010
                    ========                     ========                     ========

Net interest income            $15,882                      $15,237                      $14,443
                               =======                      =======                      =======
Interest rate spread                     3.29%                        3.37%                        3.88%
                                         ====                         ====                         ====
Net interest margin                      4.04%                        4.27%                        4.78%
                                         ====                         ====                         ====
Ratio of average
 interest-earning assets
 to average interest-
 bearing liabilities                   120.49%                      119.75%                      124.51%
                                       ======                       ======                       ======
Tax Equivalent Adjustment      $   360                      $   182                      $    79
                               =======                      =======                      =======

</TABLE>

                                                       E-46

<PAGE>




Yields Earned and Rates Paid

The following table sets forth for the periods and at the date indicated the
weighted average yields earned on the Company's assets, the weighted average
interest rates paid on the Company's liabilities, together with the net yield
on interest-earning assets.

                                        At March 31,  Year Ended March 31,
                                        ------------  --------------------
                                            2002      2002    2001    2000
                                            ----      ----    ----    ----
Weighted average yield earned on:
 Total net loans(1)                         7.40%     7.91%   8.89%   8.54%
 Mortgage-backed securities                 4.37      5.40    6.81    6.32
 Investment securities                      7.02      6.70    6.52    6.01
 All interest-earning assets                6.82      7.19    8.39    7.90

Weighted average rate paid on:
 Deposits                                   2.21      3.69    5.05    4.35
 FHLB advances and other borrowings         6.10      6.24    6.78    5.47
 All interest-bearing liabilities           3.07      4.39    5.47    4.56

Interest rate spread (spread between
 weighted average rate on all interest-
 earning assets and all interest-
 bearing liabilities)(1)                    3.75      2.81    2.92    3.34

Net interest margin (net interest income
 (expense) as a percentage of average
 interest-earning assets)(1)                4.01      3.56    3.82    4.24

(1)  Weighted average yield on total net loans excludes deferred loan fees.

                                       E-47

<PAGE>





Rate/Volume Analysis

The following table sets forth the effects of changing rates and volumes on
net interest income of the Company. Information is provided with respect to
(i) effects on interest income attributable to changes in volume (changes in
volume multiplied by prior rate); (ii) effects on interest income attributable
to changes in rate (changes in rate multiplied by prior volume); and (iii)
changes in rate/volume (change in rate multiplied by change in volume).

                                     Year Ended March 31,
                 -------------------------------------------------------------
                            2002 vs. 2001               2001 vs. 2000
                 ------------------------------- -----------------------------
                     Increase (Decrease)  Total    Increase (Decrease) Total
                            Due to       In-           Due to         In-
                 ----------------------  crease  --------------------- crease
                                 Rate/   (De-                   Rate/  (De-
                 Volume   Rate   Volume  crease) Volume   Rate  Volume crease)
                 ------   ----   ------  ------- ------   ----  ------ -------
                                           (In Thousands)
Interest Income:
 Mortgage loans $ (981) $(1,600) $  80  $(2,501) $1,975    $377   $ 43 $2,395
 Non-mortgage
  loans          2,310     (909)  (301)   1,100   3,459      (7)    (7) 3,445
 Mortgage-backed
  securities       233     (652)   (48)    (467)   (669)    280    (52)  (441)
 Investment
  securities       154       35      4      193     242      84     21    347
 Daily interest-
  bearing        1,006     (255)  (483)     268     131      61     26    218
 Other earning
  assets            66       10      3       79     108     (43)   (21)    44
                ------  -------  -----  -------  ------ -------  -----  -----
   Total interest
    income (1)   2,788   (3,371)  (745)  (1,328)  5,246     752     10  6,008
                ------  -------  -----  -------  ------ -------  -----  -----
Interest Expense:
 Regular savings
  accounts           4     (246)    (2)    (244)    (29)     (4)     -    (33)
 NOW accounts      109     (155)   (53)     (99)      2      10      -     12
 Money market
  accounts         430   (1,090)  (215)    (875)    338     211     45    594
 Certificates of
  deposit         (275)  (1,162)    38   (1,399)  1,068     949    165  2,182
 Other interest-
  bearing
  liabilities    1,131     (393)   (89)     649   1,499     598    362  2,459
                ------  -------  -----  -------  ------ -------  -----  -----
   Total interest
    expense      1,399   (3,046)  (321)  (1,968)  2,878   1,764    572  5,214
                ------  -------  -----  -------  ------ -------  -----  -----
Net interest
 income(1)      $1,389  $  (325) $(424) $   640  $2,368 $(1,012) $(562) $ 794
                ======  =======  =====  =======  ====== =======  =====  =====
     (1)Taxable equivalent

Asset and Liability Management

The Company's principal financial objective is to achieve long-term
profitability while reducing its exposure to fluctuating market interest
rates.  The Company has sought to reduce the exposure of its earnings to
changes in market interest rates by attempting to manage the mismatch between
asset and liability maturities and interest rates.  The principal element in
achieving this objective is to increase the interest rate sensitivity of the
Company's interest-earning assets.  Interest rate sensitivity will increase by
retaining portfolio loans with interest rates subject to periodic adjustment
to market conditions and selling fixed-rate one- to- four family mortgage
loans with terms of more than 15 years.  However, the Company may originate
fixed rate loans for investment when funded with long-term funds to mitigate
interest rate risk.  The Company relies on retail deposits as its primary
source of funds.  Management believes retail deposits reduce the effects of
interest rate fluctuations because they generally represent a stable source of
funds. As part of its interest rate risk management strategy, the Company
promotes transaction accounts and certificates of deposit with terms up to ten
years.

The Company has adopted a strategy that is designed to maintain or improve the
interest rate sensitivity of assets relative to its liabilities.  The primary
elements of this strategy involve the origination of ARM loans or purchase of
adjustable rate mortgage-backed securities for its portfolio; growing
commercial, consumer and residential construction loans as a portion

                                       E-48

<PAGE>



of total net loans receivable because of their generally shorter terms and
higher yields than other one- to- four family residential mortgage loans;
matching asset and liability maturities; investing in short term
mortgage-backed and other securities; and the origination of fixed-rate loans
for sale in the secondary market and the retention of the related loan
servicing rights.  This approach has remained consistent throughout the past
year as the
Company has experienced a change in the mix of loans, deposits, and FHLB
advances.  In pursuit of this strategy the Company converted $40.3 million of
fixed interest rate residential family mortgages to MBS through securitization
and sold $25.1 million of MBS during the quarter ending September 30, 2001.
This transaction had a three-fold benefit of producing $863,000 pretax gain on
sale of securities, eliminating long term fixed-rate assets from the interest
rate risk profile and increasing mortgage servicing assets which provide a
hedge from interest rate risk.

Deposit accounts typically react more quickly to changes in market interest
rates than mortgage loans because of the shorter maturities of deposits.  As a
result, sharp increases in interest rates may adversely affect the Company's
earnings while decreases in interest rates may beneficially affect the
Company's earnings.  To reduce the potential volatility of the Company's
earnings, management has sought to improve the match between asset and
liability maturities and rates, while maintaining an acceptable interest rate
spread.  Pursuant to this strategy, the Company actively originates ARM loans
for retention in its loan portfolio.  Fixed-rate mortgage loans with terms of
more than 15 years generally are originated for the intended purpose of resale
in the secondary mortgage market.  The Company has also invested in adjustable
rate mortgage-backed securities to increase the level of short term adjustable
assets.  At March 31, 2002, ARM loans and adjustable rate mortgage-backed
securities constituted $136.2 million, or 43.1%, of the Company's total
combined mortgage loan and mortgage-backed securities portfolio.  This
compares to ARM loans and adjustable rate mortgage-backed securities at March
31, 2001 that totaled $140.0 million, or 37.4% of the Company's total combined
mortgage loan and mortgage-backed securities portfolio.  Although the Company
has sought to originate ARM loans, the ability to originate and purchase such
loans depends to a great extent on market interest rates and borrowers'
preferences.  Particularly in lower interest rate environments, borrowers
often prefer to obtain fixed rate loans.

The Company's mortgage servicing activities provide additional protection from
interest rate risk.  The Company retains servicing rights on all mortgage
loans sold.  As market interest rates rise, the fixed rate loans held in
portfolio diminish in value.  However, the value of the servicing portfolio
tends to rise as market interest rates increase because borrowers tend not to
prepay the underlying mortgages, thus providing an interest rate risk hedge
versus the fixed rate loan portfolio.  The loan servicing portfolio totaled
$123.6 million at March 31, 2002, including $16.8 million of purchased
mortgage servicing.  The purchase of loan servicing replaced loan servicing
balances extinguished through prepayment of the underlying loans.  The average
balance of the servicing portfolio was $104.4 million and produced loan
servicing income of  $57,000 for the year ended March 31, 2002.  See "Item 1.
Business -- Lending Activities -- Mortgage Loan Servicing."

Consumer loans, commercial loans and construction loans typically have shorter
terms and higher yields than permanent residential mortgage loans, and
accordingly reduce the Company's exposure to fluctuations in interest rates.
Adjustable interest rate consumer, commercial, construction and other loans
totaled $156.4 million or 48.1% of total gross loans at March 31, 2002 as
compared to $119.7 million or 36.4% at March 31, 2001.   At March 31, 2002,
the construction, commercial, consumer and other loan portfolios amounted to
$94.2 million, $23.3 million, $26.4 million, $107.5 million , or 29.0%, 7.17%,
8.11% and 33.1% of total gross loans, respectively.  See "Item 1.  Business --
Lending Activities -- Construction Lending" and " -- Lending Activities --
Consumer Lending."

The Company also invests in short-term to medium-term U.S. Government
securities as well as mortgage-backed securities issued or guaranteed by U.S.
Government agencies.  At March 31, 2002, the combined portfolio of $59.7
million had an average term to repricing or maturity of 6.7 years, excluding
equity securities.  See "Item 1.  Business -- Investment Activities."

A measure of the Company's exposure to differential changes in interest rates
between assets and liabilities is provided by the test required by OTS Thrift
Bulletin No. 13a, "Interest Rate Risk Management."  This test measures the
impact on net interest income and on net portfolio value of an immediate
change in interest rates in 100 basis point increments. Using data compiled by
the OTS, the Company receives a report which measures interest rate risk by
modeling the change in net

                                       E-49

<PAGE>



portfolio value ("NPV") over a variety of interest rate scenarios.  This
procedure for measuring interest rate risk was developed by the OTS to replace
the "gap" analysis (the difference between interest-earning assets and
interest-bearing liabilities that mature or reprice within a specific time
period). NPV is the present value of expected cash flows from assets,
liabilities and off-balance sheet contracts. Following are the estimated
impacts of immediate changes in interest rates at the specified levels based
on the latest OTS report dated December 31, 2001.

                                      At December 31, 2001
                  ------------------------------------------------------------
                                                      Net Portfolio Value as a
                         Net Portfolio Value             Percent of Present
                  ----------------------------------      Value of Assets
Change            Dollar        Dollar       Percent  ------------------------
In Rates          Amount        Change       Change     NPV Ratio     Change
- --------          ------        ------       ------     ---------     ------
                         (Dollars in thousands)

  300  bp        $52,308      $(12,262)      (19)%       13.14%      (243) bp
  200  bp         55,956        (8,615)      (13)        13.88       (169) bp
  100  bp         60,033        (4,536)       (7)        14.69        (88) bp
    0  bp         64,570             -                   15.57          -
 (100) bp         65,931         1,361         2         15.78         21  bp
 (200) bp(1)           -             -         -             -          -
 (300) bp(1)           -             -         -             -          -

 (1) No minus 200-300 bp because the 3-month treasury bill was 1.72% at
December 31, 2001.

For example, the above table illustrates that an instantaneous 100 basis point
increase in market interest rates at December 31, 2001 would reduce the
Company's NPV by approximately $4.5 million, or 7%, at that date.  At December
31, 2000 an instantaneous 100 basis point increase in market interest rates
would have reduced the Company's NPV by approximately $6.3 million, or 11%, at
that date.  The $1.8 million decrease in the reduction of NPV to $4.5 million
at December 31, 2001 is the result of several factors.  The primary factors
for fiscal year 2002 are the impact of the decreased balance of fixed rate
residential homes and the reduced impact of the valuation change that real
estate mortgage investment conduits had on the net portfolio value.

Certain assumptions utilized by the OTS in assessing the interest rate risk of
savings associations within its region were utilized in preparing the
preceding table.  These assumptions relate to interest rates, loan prepayment
rates, deposit decay rates, and the market values of certain assets under
differing interest rate scenarios, among others.

As with any method of measuring interest rate risk, certain shortcomings are
inherent in the method of analysis presented in the foregoing table.  For
example, although certain assets and liabilities may have similar maturities
or periods to repricing, they may react in different degrees to changes in
market interest rates.  Also, the interest rates on certain types of assets
and liabilities may fluctuate in advance of changes in market interest rates,
while interest rates on other types may lag behind changes in market rates.
Additionally, certain assets, such as ARM loans, have features which restrict
changes in interest rates on a short-term basis and over the life of the
asset.  Furthermore, in the event of a change in interest rates, expected
rates of prepayments on loans and early withdrawals from certificates could
deviate significantly from those assumed in calculating the table.

Liquidity and Capital Resources

The Company's primary sources of funds are customer deposits, proceeds from
principal and interest payments on loans and the sale of loans, maturing
securities and FHLB advances.  While maturities and scheduled amortization of
loans are a predictable source of funds, deposit flows and mortgage
prepayments are greatly influenced by general interest rates, economic
conditions and competition.

The Company must maintain an adequate level of liquidity to ensure the
availability of sufficient funds to fund loan originations, deposit
withdrawals, satisfy other financial commitments and to take advantage of
investment opportunities.

                                       E-50

<PAGE>



The Company generally maintains sufficient cash and short-term investments to
meet short-term liquidity needs.  At March 31, 2002, cash and cash equivalents
totaled $22.5 million, or 5.7% of total assets.  The Bank has a 35% of total
assets line of credit with the FHLB-Seattle to the extent the Bank provides
qualifying collateral and hold sufficient FHLB stock. At March 31, 2002, the
Bank had $74.5 million of outstanding advances from the FHLB-Seattle under an
available credit facility of $136.0 million.

Liquidity management is both a short- and long-term responsibility of the
Company's management.  The Company adjusts its investments in liquid assets
based upon management's assessment of (i) expected loan demand, (ii) projected
loan sales, (iii) expected deposit flows, (iv) yields available on
interest-bearing deposits, and (v) liquidity of its asset/liability management
program.  Excess liquidity is invested generally in interest-bearing overnight
deposits and other short-term government and agency obligations.  If the
Company requires funds beyond its ability to generate them internally, it has
additional borrowing capacity with the FHLB and collateral for borrowing at
the Federal Reserve Bank discount window.  At March 31, 2002, the Bank's ratio
of cash and eligible investments to the sum of withdrawable savings and
borrowings due within one year was 12.6%.

The Company's primary investing activity is the origination of one- to- four
family mortgage loans.  During the years ended March 31, 2002, 2001 and 2000,
the Company originated $122.2 million, $95.6 million, and $88.6 million of
such loans, respectively.  At March 31, 2002, the Company had outstanding
mortgage loan commitments of $5.3 million and undisbursed balance of mortgage
loans closed of $31.0 million. Consumer loan commitments totaled $1.4 million
and unused lines of consumer credit totaled $13.8 million at March 31, 2002.
Commercial real estate loan commitments totaled $900,000 and unused lines of
commercial real estate credit totaled $5.8 million at March 31, 2002.  Unused
commercial lines of credit totaled $18.5 million at March 31, 2002.  The
Company anticipates that it will have sufficient funds available to meet
current loan commitments.  Certificates of deposit that are scheduled to
mature in less than one year from March 31, 2002 totaled $86.9 million.
Historically, the Company has been able to retain a significant amount of its
deposits as they mature.

OTS regulations require the Bank to maintain specific amounts of regulatory
capital.  As of March 31, 2002, the Bank complied with all regulatory capital
requirements as of that date with tangible, core and risk-based capital ratios
of 12.52%, 12.52% and 17.04%, respectively.  For a detailed discussion of
regulatory capital requirements, see "REGULATION -- Federal Regulation of
Savings Associations -- Capital Requirements."

Effect of Inflation and Changing Prices

The consolidated financial statements and related financial data presented
herein have been prepared in accordance with GAAP, which require the
measurement of financial position and operating results in terms of historical
dollars without considering the change in the relative purchasing power of
money over time due to inflation.  The primary impact of inflation is
reflected in the increased cost of the Company's operations.  Unlike most
industrial companies, virtually all the assets and liabilities of a financial
institution are monetary in nature.  As a result, interest rates generally
have a more significant impact on a financial institution's performance than
do general levels of inflation.  Interest rates do not necessarily move in the
same direction or to the same extent as the prices of goods and services.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------

Quantitative Aspects of Market Risk.  The Company does not maintain a trading
account for any class of financial instrument nor does it engage in hedging
activities or purchase high-risk derivative instruments.  Furthermore, the
Company is not subject to foreign currency exchange rate risk or commodity
price risk.  For information regarding the sensitivity to interest rate risk
of the Company's interest-earning assets and interest-bearing liabilities, see
the tables under "Item 1.  Business -- Lending Activities -- Loan  Portfolio
Analysis,"  "--Investment Activities" and "--Deposit Activities and Other
Sources of Funds -- Certificates of Deposit by Rates and Maturities" contained
herein.

                                       E-51

<PAGE>



Qualitative Aspects of Market Risk.  The Company's principal financial
objective is to achieve long-term profitability while limiting its exposure to
fluctuating market interest rates.  The Company intends to reduce risk where
appropriate but accept a degree of risk when warranted by economic
circumstances.  The Company has sought to reduce the exposure of its earnings
to changes in market interest rates by attempting to manage the mismatch
between asset and liability maturities and interest rates.  The principal
element in achieving this objective is to increase the interest rate
sensitivity of the Company's interest-earning assets.  Interest rate
sensitivity will increase by retaining portfolio loans with interest rates
subject to periodic adjustment to market conditions and selling fixed-rate
one- to- four family mortgage loans with terms of more than 15 years.
Consumer and commercial loans are originated and held in portfolio as the
short term nature of these portfolio loans match durations more closely with
the short term nature of retail deposits such as now accounts, money market
accounts and savings accounts. The Company relies on retail deposits as its
primary source of funds.  Management believes retail deposits reduce the
effects of interest rate fluctuations because they generally represent a more
stable source of funds.  As part of its interest rate risk management
strategy, the Company promotes transaction accounts and certificates of
deposit with longer terms to maturity.  Except for immediate short term cash
needs, and depending on the current interest rate environment, FHLB advances
will usually be of longer term.  For additional information, see "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained herein.

The following table shows the Company's financial instruments that are
sensitive to changes in interest rates, categorized by expected maturity, and
the instruments' fair values at March 31, 2002.  Market risk sensitive
instruments are generally defined as on- and off-balance sheet derivatives and
other financial instruments.

                                       E-52

<PAGE>





                              One    After    After
                      Within  Year   3 Years  5 Years Beyond
             Average  One     to 3   to 5     to 10   10               Fair
              Rate    Year    Years  Years    Years   Years   Total    Value
              ----    ----    -----  -----    -----   -----   -----    -----
                                (Dollars in thousands)
Interest-
 Sensitive
 Assets:
Loans
 receivable  7.40% $102,616 $51,552 $52,062 $42,693 $76,084 $325,007 $329,162
Mortgage-
 backed
 securities  4.37         -   2,002   9,515   2,537  27,331   41,385   41,484
Investments
 and other
 interest-
 earning
 assets      4.60    14,369       -     348   1,637  16,290   32,644   32,644
FHLB stock   6.74     1,063   2,127   2,127       -       -    5,317    5,317

Interest-
Sensitive
 Liabilities:
NOW accounts 0.44     6,542  13,084  13,084       -       -   32,710   32,710
High-Yield
 checking    3.47     1,071   2,142   2,141       -       -    5,354    5,354
Non-interest
 checking
 accounts       -     6,515  13,030  13,029       -       -   32,574   32,574
Savings
 accounts    0.95     4,388   8,776   8,775       -       -   21,939   21,939
Money
 market      1.73    10,929  21,858  21,858       -       -   54,645   54,645
Certificate
 accounts    3.79    24,550  69,871   5,788  12,259       -  112,468  112,964
FHLB
 advances    6.10    39,500  35,000       -       -       -   74,500   75,439

Off-Balance
 Sheet Items:
Commitments
 to extend
 Credit         -     7,600       -       -       -       -    7,600    7,600
Unused lines
 of credit      -    69,100       -       -       -       -   69,100   69,100

                                       E-53

<PAGE>






Item 8.   Financial Statements and Supplementary Data

RIVERVIEW BANCORP, INC. AND SUBSIDIARY

Consolidated Financial Statements for
 Years Ended March 31, 2002, 2001 and 2000

Independent  Auditors' Report

TABLE OF CONTENTS
- ------------------------------------------------------------------------------
                                                                          Page

Independent Auditors' Report                                               55

Consolidated Balance Sheets as of March 31, 2002 and 2001                  56
Consolidated Statements of Income for the Years Ended March 31, 2002,
   2001 and 2000                                                           57
Consolidated Statements of Shareholders' Equity for the Years Ended
   March 31, 2002, 2001 and 2000                                           58

Consolidated Statements of Cash Flows for the Years Ended March 31,
   2002, 2001 and 2000                                                     59

Notes to Consolidated Financial Statements                                 60


                                       E-54

<PAGE>





INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Riverview Bancorp, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheets of Riverview
Bancorp, Inc. and Subsidiary as of March 31, 2002 and 2001, and the related
consolidated statements of income, shareholders' equity and cash flows for
each of the three years in the period ended March 31, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Riverview Bancorp, Inc. and
Subsidiary as of March 31, 2002 and 2001, and the results of their operations
and their cash flows for each of the three years in the period ended March 31,
2002, in conformity with accounting principles generally accepted in the
United States of America.

/s/ Deloitte & Touche LLP


Portland, Oregon
May 10, 2002

                                       E-55

<PAGE>





RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 AND 2001

(In thousands, except share data)                          2002       2001
- ------------------------------------------------------------------------------
ASSETS

Cash (including interest-earning accounts of $14,369
   and $26,460)                                         $  22,492   $  38,935

Loans held for sale                                         1,826         569
Investment securities held to maturity, at amortized cost
  (fair value of none and $867)                                 -         861
Investment securities available for sale, at fair value
  (amortized cost of $18,925 and $26,060)                  18,275      25,561
Mortgage-backed securities held to maturity, at amortized
  cost (fair value of $4,485 and $6,486)                    4,386       6,405
Mortgage-backed securities available for sale, at fair
  value (amortized cost of $36,462 and $43,224)            36,999      43,139
Loans receivable (net of allowance for loan losses
  of $2,537 and $1,916)                                   286,704     296,292
Real estate owned                                             853         473
Prepaid expenses and other assets                           1,437       1,002
Accrued interest receivable                                 1,902       2,394
Federal Home Loan Bank stock, at cost                       5,317       4,432
Premises and equipment, net                                10,607      10,055
Deferred income taxes, net                                    607         856
Core deposit intangible, net                                  696       1,022
                                                         --------    --------
TOTAL ASSETS                                             $392,101    $431,996
                                                         ========    ========
LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
  Deposit accounts                                       $259,690    $295,523
  Accrued expenses and other liabilities                    4,001       4,034
  Advance payments by borrowers for taxes and insurance       233         218
  Federal Home Loan Bank advances                          74,500      79,500
                                                         --------    --------
Total liabilities                                         338,424     379,275

COMMITMENTS AND CONTINGENCIES (NOTE 17)

SHAREHOLDERS' EQUITY:
  Serial preferred stock, $.01 par value; 250,000 authorized,
   issued and outstanding, none                                 -           -
  Common stock, $.01 par value; 50,000,000 authorized,
   2002 - 4,735,066 issued, 4,458,456 outstanding
   2001 - 4,981,421 issued, 4,655,040 outstanding              47          50
  Additional paid-in capital                               35,725      38,687
  Retained earnings                                        20,208      17,349
  Unearned shares issued to employee stock ownership
   trust                                                   (2,010)     (2,217)
  Unearned shares held by the management recognition
   and development plan                                      (218)       (762)
  Accumulated other comprehensive loss                        (75)       (386)
                                                         --------    --------
     Total shareholders' equity                            53,677      52,721
                                                         --------    --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $392,101    $431,996
                                                         ========    ========
See notes to consolidated financial statements.

                                       E-53
<PAGE>




RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED MARCH 31, 2002, 2001 AND 2000

(In thousands, except share data)                2002        2001        2000
- ------------------------------------------------------------------------------

INTEREST INCOME:
  Interest and fees on loans receivable        $24,872    $26,271     $20,430
  Interest on investment securities                327        820         893
  Interest on mortgage-backed securities         2,677      3,144       3,585
  Other interest and dividends                   1,964      1,108         530
                                               -------    -------     -------
  Total interest income                         29,840     31,343      25,438
                                               -------    -------     -------
INTEREST EXPENSE:
  Interest on deposits                           8,729     11,347       8,590
  Interest on borrowings                         5,589      4,941       2,483
                                               -------    -------     -------
     Total interest expense                     14,318     16,288      11,073
                                               -------    -------     -------
  Net interest income                           15,522     15,055      14,365
  Less provision for loan losses                 1,116        949         675
                                               -------    -------     -------
  Net interest income after provision
    for loan losses                             14,406     14,106      13,690
                                               -------    -------     -------
NON-INTEREST INCOME:
  Fees and service charges                       3,707      2,631       2,201
  Asset management fees                            745        509         304
  Gain on sale of loans held for sale            1,067         94          24
  Gain on sale of securities                       863          -           -
  Gain on sale of other real estate owned           34         35         127
  Loan servicing income                             57         67         128
  Gain on sale of land and fixed assets              4        540           -
  Other                                             74         86         113
                                               -------    -------     -------
     Total non-interest income                   6,551      3,962       2,897
                                               -------    -------     -------
NON-INTEREST EXPENSE:
  Salaries and employee benefits                 7,763      6,989       5,761
  Occupancy and depreciation                     2,199      1,947       1,362
  Data processing                                  776        926         781
  Amortization of core deposit intangible          327        327         327
  Marketing expense                                540        601         579
  FDIC insurance premium                            51         46          99
  State and local taxes                            402        319         250
  Telecommunications                               259        256         263
  Professional fees                                346        247         360
  Other                                          1,290      1,209       1,050
                                               -------    -------     -------
     Total non-interest expense                 13,953     12,867      10,832
                                               -------    -------     -------

INCOME BEFORE FEDERAL INCOME TAXES               7,004      5,201       5,755
PROVISION FOR FEDERAL INCOME TAXES               2,136      1,644       1,878
                                               -------    -------     -------
NET INCOME                                     $ 4,868    $ 3,557     $ 3,877
                                               =======    =======     =======
Earnings per common share:
  Basic                                          $1.06      $0.78       $0.76
  Diluted                                         1.06       0.77        0.74
Weighted average number of shares outstanding:
  Basic                                      4,572,253  4,579,091   5,108,725
  Diluted                                    4,612,468  4,640,249   5,205,977


See notes to consolidated financial statements.

                                       E-57

<PAGE>





<PAGE>
<TABLE>

RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED MARCH 31, 2002, 2001 AND 2000
                                                                 Unearned                 Accumu-
                                                                   Shares                  lated
                                                                Issued to                   Other
                                           Addi-                 Employee     Unearned    Compre-
(In thousands          Common Stock        tional                   Stock       Shares    hensive
 except share         ----------------     Paid-In   Retained   Ownership    Issued to     Income
 data)                Shares    Amount     Capital   Earnings       Trust         MRDP     (Loss)    Total
- ------------------------------------------------------------------------------------------------------------

<s>                 <c>          <c>       <c>       <c>          <c>        <c>         <c>        <c>
Balance March 31,
 1999               5,346,322   $    58    $48,120   $ 13,602    $ (2,743)   $ (1,571)    $ (599)   $56,867
 Cash dividends             -         -          -     (1,827)          -           -          -     (1,827)
 Exercise of stock
  options              34,096         -        137          -           -           -          -        137
 Stock repurchased
  and retired        (912,404)       (9)    (9,825)         -           -           -          -     (9,834)
 Earned ESOP shares    24,629         -         25          -         321           -          -        346
 Earned MRDP shares    28,566         -          -          -           -         393          -        393
                    ---------   -------    -------   --------    --------    --------     ------    -------
                    4,521,209        49     38,457     11,775      (2,422)     (1,178)      (599)    46,082

Comprehensive income:
 Net income                 -         -          -      3,877           -           -          -      3,877
 Other comprehensive
  loss:
   Unrealized holding
    loss on securities
    of $1,454 (net of
    $749 tax effect)
    less reclassifi-
    cation adjustment
    for net gains
    included in net
    income of $16
    (net of $8 tax
    effect)                 -         -          -          -           -           -     (1,470)    (1,470)
                                                                                                    -------
Total comprehensive
 income                     -         -          -          -           -           -          -      2,407
                    ---------   -------    -------   --------    --------    --------     ------    -------
Balance March 31,
 2000               4,521,209        49     38,457     15,652      (2,422)     (1,178)    (2,069)    48,489
 Cash Dividends             -         -          -     (1,860)          -           -          -     (1,860)
 Exercise of stock
  options              78,918         1        221          -           -           -          -        222
 Earned ESOP shares    24,633         -          9          -         205           -          -        214
 Earned MRDP shares    30,280         -          -          -           -         416          -        416
                    ---------   -------    -------   --------    --------    --------     ------    -------
                    4,655,040        50     38,687     13,792      (2,217)       (762)    (2,069)    47,481
Comprehensive
 income:
 Net income                 -         -          -      3,557           -           -          -      3,557
 Other comprehensive
  income:
   Unrealized holding
    gain on securities
    of $1,683 (net of
    $867 tax effect)        -         -          -          -           -           -      1,683      1,683

Total comprehensive
 income                     -         -          -          -           -           -          -      5,240
                    ---------   -------    -------   --------    --------    --------     ------    -------
Balance March 31,
 2001               4,655,040        50     38,687     17,349      (2,217)       (762)      (386)    52,721
 Cash Dividends             -         -          -     (2,009)          -           -          -     (2,009)
 Exercise of stock
  options              22,345         -         91          -           -           -          -         91
 Stock repurchased
  and retired        (268,700)       (3)    (3,120)         -           -           -          -     (3,123)
 Earned ESOP shares    24,633         -         77          -         207           -          -        284
 Earned MRDP shares    25,138         -        (10)         -           -         544          -        534
                    ---------   -------    -------   --------    --------    --------     ------    -------
                    4,458,456        47     35,725     15,340      (2,010)       (218)      (386)    48,498
Comprehensive income:
 Net income                 -         -          -      4,868           -           -          -      4,868
 Other comprehensive
  income:
   Unrealized holding
    gain on securities
    of $881 (net of
    $454 tax effect)
    less reclassifi-
    cation adjustment
    for net gains
    included in net
    income of $570
    (net of $293 tax
    effect)                 -         -          -          -           -           -        311        311
                                                                                                    -------
Total comprehensive
 income                     -         -          -          -           -           -          -      5,179



Balance March 31,
 2002               4,458,456   $    47    $35,725   $ 20,208    $ (2,010)   $   (218)    $  (75)   $53,677
                    =========   =======    =======   ========    ========    ========     ======    =======

See notes to consolidated financial statements.

</TABLE>
                                                      E-58

<PAGE>



RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2002, 2001 AND 2000

(In thousands)                                 2002       2001        2000
- -----------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                               $   4,868   $   3,557   $   3,877
Adjustments to reconcile net income to
cash provided by operating activities:
  Depreciation and amortization                1,667       1,501       1,289
  Provision for losses on loans                1,116         949         675
  Provision for deferred income taxes             89        (487)         15
  Noncash expense related to ESOP                284         214         346
  Noncash expense related to MRDP                534         416         393
  (Decrease) increase in deferred loan
   origination fees, net of amortization         (79)        120         585
  Federal Home Loan Bank stock dividend         (342)       (263)       (192)
  Net gain on sale of real estate owned,
   mortgage-backed securities, investment
   securities and premises and equipment      (1,941)       (456)        (30)
  Changes in assets and liabilities:
   (Increase) decrease in loans held for sale (1,257)       (569)        341
   Decrease (increase) in prepaid expenses
    and other assets                           1,103         104        (137)
   Decrease (increase) in accrued interest
    receivable                                   417        (513)       (338)
   Increase in accrued expenses and other
    liabilities                                    2         722         440
                                          ----------  ----------  ----------
        Net cash provided by operating
         activities                            6,461       5,295       7,264
                                          ----------  ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Loan originations                         (272,036)   (205,890)   (156,832)
  Principal repayments on loans              203,466     147,415      88,179
  Loans sold                                  35,117       7,563       4,224
  Proceeds from call, maturity, or sale of
   investment securities available for sale    2,500       3,000       1,000
  Purchase of investment securities
   available for sale                              -           -      (1,673)
  Purchase of equity securities                    -     (15,000)          -
  Purchase of mortgage-backed securities
   available for sale                         (4,967)     (8,055)          -
  Proceeds from sale of mortgage-backed
   securities available for sale              25,944           -           -
  Principal repayments on mortgage-backed
   securities held to maturity                 2,017       2,255       4,123
  Principal repayments on mortgage-backed
   securities available for sale              25,754       5,745      12,690
  Principal repayments on investment
   securities held to maturity                   861          42          40
  Principal repayment on investment
   securities available for sale               4,641         359           -
  Proceeds from call or maturity of
   investment securities held to maturity          -           -       4,000
  Purchase of premises and equipment          (2,063)     (2,507)     (3,724)
  Purchase of Federal Home Loan Bank stock      (543)     (1,095)       (268)
  Proceeds from sale of real estate owned,
   premises and equipment                      2,264       3,463         936
                                          ----------  ----------  ----------
        Net cash provided (used) in
         investing activities                 22,955     (62,705)    (47,305)
                                          ----------  ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (decrease) increase in deposit
   accounts                                  (35,833)     63,168      32,044
  Dividends paid                              (2,009)     (1,860)     (1,827)
  Repurchase of common stock                  (3,123)          -      (9,834)
  Proceeds from Federal Home Loan Bank
   advances                                   23,300     164,686     220,864
  Repayment of Federal Home Loan Bank
   advances                                  (28,300)   (145,736)   (202,864)
  Net increase in advance payments
   by borrowers                                   15          79         100
  Proceeds from exercise of stock options         91         222         137
                                          ----------  ----------  ----------
        Net cash (used) provided by
         financing activities                (45,859)     80,559      38,620
                                          ----------  ----------  ----------

NET (DECREASE) INCREASE IN CASH              (16,443)     23,149      (1,421)
CASH, BEGINNING OF YEAR                       38,935      15,786      17,207
                                          ----------  ----------  ----------
CASH, END OF YEAR                         $   22,492  $   38,935  $   15,786
                                          ==========  ==========  ==========
SUPPLEMENTAL DISCLOSURES:
  Cash paid during the year for:
   Interest                               $   14,610  $   15,906  $   10,952
   Income taxes                                2,025       2,222       1,815
NONCASH INVESTING AND FINANCING ACTIVITIES:
  Mortgage loans securitized and
   classified as mortgage-backed
   securities available for sale          $   40,347  $        -  $        -
  Transfer of loans to real estate owned       2,373       2,585         971
  Dividends declared and accrued in
   other liabilities                             494         471         415
  Fair value adjustment to securities
   available for sale                            471       2,550      (2,227)
  Income tax effect related to fair
   value adjustment                             (160)       (867)        757

See notes to consolidated financial statements.

                                       E-59

<PAGE>





RIVERVIEW BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The consolidated financial statements of
Riverview Bancorp, Inc. and Subsidiary (the "Company") include all the
accounts of Riverview Bancorp, Inc. and the consolidated accounts of its
wholly-owned subsidiary, Riverview Community Bank (the "Bank"), the Bank's
wholly-owned subsidiary, Riverview Services, Inc. and the Bank's majority
owned subsidiary, Riverview Asset Management Corp.  All significant
inter-company transactions and balances have been eliminated in consolidation.

Nature of Operations - The Bank is a twelve branch community-oriented
financial institution operating in rural and suburban communities in southwest
Washington state. The Bank is engaged primarily in the business of attracting
deposits from the general public and using such funds, together with other
borrowings, to invest in various consumer-based real estate loans, other
consumer and commercial loans, investment securities, and mortgage-backed
securities.

Use of Estimates in the Preparation of Financial Statements - The preparation
of financial statements in conformity with accounting principles generally
accepted in the United States of America ("generally accepted accounting
principles" or "GAAP"), requires management to make estimates and assumptions
that affect the reported amounts of certain assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of related revenue and expense during the
reporting period. Actual results could differ from those estimates.

Conversion and Reorganization - Riverview Bancorp, Inc. ("Bancorp") is a
Washington corporation which is the holding company for the Bank. Bancorp was
organized by the Bank for the purpose of acquiring all of the capital stock of
the Bank in connection with the conversion of Riverview M.H.C. ("MHC"), the
former parent mutual holding company of the Bank, to stock form, and the
reorganization of the Bank as a wholly-owned subsidiary of Bancorp, which was
completed on September 30, 1997 ("Conversion and Reorganization").

In the Conversion and Reorganization 3,570,270 shares previously held by MHC
were retired and simultaneously 3,570,750 shares of common stock were sold at
a subscription price of $10.00 per share resulting in net proceeds of
approximately $31.8 million after taking into consideration $2.9 million for
the establishment of an Employee Stock Ownership Plan (ESOP) and $1.1 million
in expenses. In addition to the shares sold in the offering, 2,562,576 shares
of Bancorp's stock were issued in exchange for shares of the Bank's stock
previously held by public shareholders at an exchange ratio of 2.5359 shares
for each share of the Bank's common stock, resulting in 6,133,326 total shares
of Bancorp's stock issued as of September 30, 1997.

Interest Income - Interest on loans is credited to income as earned. When the
collectibility of the interest is in doubt, the accrual of interest ceases and
a reserve for any nonrecoverable accrued interest is established and charged
against operations and the loan is placed on nonaccrual status. If ultimate
collection of principal is in doubt, all cash receipts on nonaccrual loans are
applied to reduce the principal balance.

Loan Fees - Loan fee income, net of the direct origination costs, is deferred
and accreted to interest income by the level yield method over the contractual
life of the loan.

Securities-In accordance with SFAS No. 115, investment securities are
classified as held to maturity where the Company has the ability and positive
intent to hold them to maturity. Investment securities held to maturity are
carried at cost, adjusted for amortization of premiums and accretion of
discounts to maturity. Unrealized losses on securities held to maturity due to
fluctuations in fair value are recognized when it is determined that an other
than temporary decline in value has occurred. Investment securities bought and
held principally for the purpose of sale in the near term are classified as
trading securities. Investment securities not classified as trading
securities, or as held to maturity securities, are classified as securities
available for sale. For purposes of computing gains and losses, cost of
securities sold is determined using the specific identification method.
Unrealized holding gains and losses on securities available for sale are
excluded from earnings and reported net of tax as a separate component of
shareholders' equity until realized.

Real Estate Owned ("REO") - REO consists of properties acquired through
foreclosure. Specific charge-offs are taken based upon detailed analysis of
the fair value of collateral underlying loans on which the Company is in the
process of foreclosing. Such collateral is transferred into REO at the lower
of recorded cost or fair value less estimated costs of disposal. Subsequently,
properties are evaluated and for any additional declines in value the Company
writes down the REO directly and charges operations for the diminution in
value. The amounts the Company will ultimately recover from REO may differ
from the amounts

                                       E-60

<PAGE>



used in arriving at the net carrying value of these assets because of future
market factors beyond the Company's control or because of changes in the
Company's strategy for the sale of the property.

Allowance for Loan Losses - The allowance for loan losses is maintained at a
level sufficient to provide for estimated loan losses based on evaluating
known and inherent risks in the loan portfolio. The allowance is provided
based upon management's continuing analysis of the pertinent factors
underlying the quality of the loan portfolio. These factors include changes in
the size and composition of the loan portfolio, actual loan loss experience,
current and anticipated economic conditions, and detailed analysis of
individual loans for which full collectibility may not be assured. The
detailed analysis includes techniques to estimate the fair value of loan
collateral and the existence of potential alternative sources of repayment.
The appropriate allowance level is estimated based upon factors and trends
identified by management at the time the consolidated financial statements are
prepared.

In accordance with SFAS No. 114, Accounting by Creditors for Impairment of a
Loan, and SFAS No. 118, an amendment of SFAS No. 114, a loan is considered
impaired when it is probable that a creditor will be unable to collect all
amounts (principal and interest) due according to the contractual terms of the
loan agreement. Large groups of smaller balance homogenous loans such as
consumer secured loans, residential mortgage loans, and consumer unsecured
loans are collectively evaluated for potential loss. When a loan has been
identified as being impaired, the amount of the impairment is measured by
using discounted cash flows, except when, as a practical expedient, the
current fair value of the collateral, reduced by costs to sell, is used. When
the measurement of the impaired loan is less than the recorded investment in
the loan (including accrued interest, net deferred loan fees or costs, and
unamortized premium or discount), an impairment is recognized by creating or
adjusting an allocation of the allowance for loan losses. Uncollected accrued
interest is reversed against interest income. If ultimate collection of
principal is in doubt, all cash receipts on impaired loans are applied to
reduce the principal balance.

Premises and Equipment - Premises and equipment are stated at cost less
accumulated depreciation. Depreciation is generally computed on the straight-
line method over the estimated useful lives as follows:

      Buildings and improvements                       3 to 60 years
      Furniture and equipment                          3 to 20 years
      Leasehold improvements                          15 to 25 years

Loans Held for Sale - Under the terms of the Company's investment policy, the
Company is authorized to sell certain loans when such sales result in higher
net yields. Accordingly, such loans are classified as held for sale in the
accompanying consolidated financial statements and are carried at the lower of
aggregate cost or net realizable value.

Mortgage Servicing - Fees earned for servicing loans for the Federal Home Loan
Mortgage Corporation ("FHLMC") are reported as income when the related
mortgage loan payments are collected. Loan servicing costs are charged to
expense as incurred.

The Company records its mortgage servicing rights at fair values in accordance
with SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets
and Extinguishment of Liabilities, which requires the Company to allocate the
total cost of all mortgage loans, whether originated or purchased, to the
mortgage servicing rights and the loans (without the mortgage servicing
rights) based on their relative fair values if it is practicable to estimate
those fair values. The Company is amortizing the mortgage servicing assets,
which totaled $912,000, $447,000 and $537,000 at March 31, 2002, 2001 and
2000, respectively, over the period of estimated net servicing income.

Core Deposit Intangible - The deposit base premium of $696,000 is reflected on
the consolidated balance sheets as core deposit intangible and is being
amortized to non-interest expense on a straight-line basis over ten years.

Income Taxes - Income taxes are accounted for using the asset and liability
method. Under this method a deferred tax asset or liability is determined
based on the enacted tax rates which will be in effect when the differences
between the financial statement carrying amounts and tax basis of existing
assets and liabilities are expected to be reported in the Company's income tax
returns. The effect on deferred taxes of a change in tax rates is recognized
in income in the period that includes the enactment date. Valuation allowances
are established to reduce the net carrying amount of deferred tax assets if it
is determined to be more likely than not, that all or some portion of the
potential deferred tax asset will not be realized. The Company files a
consolidated federal income tax return.

Employee Stock Ownership Plan - The Company sponsors a leveraged ESOP. The
ESOP is accounted for in accordance with the American Institute of Certified
Public Accountants Statement of Position ("SOP") 93-6, Employer's Accounting
for Employee Stock Ownership Plans.  Stock and cash dividends on allocated
shares are recorded as a reduction of retained earnings and paid directly to
plan participants or distributed directly to participants' accounts. The
Company records cash dividends on unallocated shares as a reduction of debt
and accrued interest.

                                       E-61

<PAGE>



Earnings Per Share - The Company accounts for earnings per share in accordance
with SFAS No. 128, Earnings Per Share, which requires all companies whose
capital structure include dilutive potential common shares to make a dual
presentation of basic and diluted earnings per share for all periods
presented.

Cash - Includes amounts on hand, due from banks, and interest-earning deposits
in other banks with maturities at the date of acquisition of 90 days or less.

Stock-Based Compensation - The Company adopted SFAS No. 123, Accounting for
Stock Based Compensation, which permits entities to recognize as expense over
the expected life the fair value of all stock-based awards on the date of
grant.  Alternatively, entities may continue to apply the provisions of
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations.  The Company elected to
continue the accounting methods prescribed by APB Opinion No. 25 and related
interpretations which measure compensation cost using the intrinsic value
method.  Under the intrinsic value method, compensation cost for stock options
is measured as the excess, if any, of the quoted market price of the stock at
grant date over the amount an employee must pay to acquire the stock.

Reclassification - Certain 2001 and 2000 amounts have been reclassified in
order to conform to the 2002 presentation.

Recently Issued Accounting Pronouncements - In June 2001, FASB issued SFAS No.
141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets.  SFAS No. 141 requires that all business combinations initiated after
June 30, 2001 be accounted for using the purchase method.  SFAS No. 142 became
effective for fiscal years beginning after January 1, 2002 and eliminates the
amortization of goodwill relating to past and future acquisitions (except that
goodwill related to business combinations initiated after June 30, 2001 and
consummated before January 1, 2002 was not required to be amortized).  Instead
goodwill is subject to an impairment assessment that must be performed upon
adoption of SFAS No. 142 and at least annually thereafter.

The impairment assessment in connection with the adoption of SFAS No. 142 on
April 1, 2002 did not have a impact on the results of operations or financial
condition of the Company.  Upon adoption of provisions of SFAS No. 142 the
Company did not have goodwill and certain other identifiable intangible assets
will continue to be amortized.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.  The Statement supercedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of, but retains the requirements relating to recognition and
measurement of an impairment loss and resolves certain implementation issues
resulting from SFAS No. 121.  The Statement became effective for fiscal years
beginning after January 1, 2002 and upon adoption by the Company on April 1,
2002 is not expected to have a material impact on the results of operations or
financial condition of the Company.

2.   INTEREST RATE RISK MANAGEMENT

The Company is engaged principally in gathering deposits supplemented with
Federal Home Loan Bank ("FHLB") borrowings and providing first mortgage loans
to individuals and commercial enterprises, commercial loans to businesses, and
consumer loans to individuals. At March 31, 2002 and 2001, the asset portfolio
consisted of fixed and variable rate interest-earning assets. Those assets
were funded primarily with short-term deposits and borrowings from the FHLB
that have market interest rates that vary over time. The shorter maturity of
the interest-sensitive liabilities indicates that the Company could be exposed
to interest rate risk because, generally in an increasing rate environment,
interest-bearing liabilities will be repricing faster at higher interest rates
than interest-earning assets, thereby reducing net interest income, as well as
the market value of long-term assets. Management is aware of this interest
rate risk and in its opinion actively monitors such risk and manages it to the
extent practicable.

                                       E-62

<PAGE>




3.      INVESTMENT SECURITIES

The amortized cost and approximate fair value of investment securities held to
maturity consisted of the following (in thousands):

                                          Gross         Gross      Estimated
                           Amortized    Unrealized    Unrealized      Fair
March 31, 2002                Cost        Gains         Losses       Value
                           ---------    ----------    ----------   ---------
                           $       -    $        -    $        -   $       -
                           =========    ==========    ==========   =========
March 31, 2001

Municipal securities       $     861    $        6    $        -   $     867
                           =========    ==========    ==========   =========

The contractual maturities of securities held to maturity are as follows (in
thousands):


                                                      Amortized    Estimated
March 31, 2002                                           Cost      Fair Value
                                                      ---------    ----------
                                                      $       -    $        -
                                                      =========    ==========

The amortized cost and approximate fair value of investment securities
available for sale consisted of the following (in thousands):


                                          Gross         Gross      Estimated
                           Amortized    Unrealized    Unrealized      Fair
March 31, 2002                Cost        Gains         Losses       Value
                           ---------    ----------    ----------   ---------
Equity securities          $  16,356    $       27    $     (709)  $  15,674
School district bonds          2,569            34            (2)      2,601
                           ---------    ----------    ----------   ---------
                           $  18,925    $       61    $     (711)  $  18,275
                           =========    ==========    ==========   =========
March 31, 2001

Agency securities          $   7,132    $        4    $     (199)  $   6,937
Equity securities             16,356            21          (378)     15,999
School district bonds          2,572            53             -       2,625
                           ---------    ----------    ----------   ---------
                           $  26,060    $       78    $     (577)  $  25,561
                           =========    ==========    ==========   =========

The contractual maturities of securities available for sale are as follows (in
thousands):


                                                      Amortized    Estimated
March 31, 2002                                           Cost      Fair Value
                                                      ---------    ----------
Due after one year through five years                 $     340    $      348
Due after five years through ten years                    1,612         1,637
Due after ten years                                      16,973        16,290
                                                      ---------    ----------
                                                      $  18,925    $   18,275
                                                      =========    ==========

Investment securities with an amortized cost of $15.0 million and a fair value
of $14.4 million at March 31, 2002 were pledged as collateral for advances at
Federal Home Loan Bank.

                                    E-63
<PAGE>

<PAGE>
4.     MORTGAGE-BACKED SECURITIES

Mortgage-backed securities held to maturity consisted of the following (in
thousands):
                                           Gross        Gross      Estimated
                             Amortized   Unrealized   Unrealized      Fair
March 31, 2002                  Cost       Gains        Losses       Value
                             ---------   ----------   ----------   ---------
Real estate mortgage
  investment conduits        $   1,804   $       40   $        -   $   1,844
FHLMC mortgage-backed
  securities                       964           12            -         976
FNMA mortgage-backed
  securities                     1,618           47            -       1,665
                             ---------   ----------   ----------   ---------
                             $   4,386   $       99   $        -   $   4,485
                             =========   ==========   ==========   =========
March 31, 2001

Real estate mortgage
  investment conduits        $   1,805   $       15   $        -   $   1,820
FHLMC mortgage-backed
  securities                     1,680           13           (1)      1,692
FNMA mortgage-backed
  securities                     2,920           54            -       2,974
                             ---------   ----------   ----------   ---------
                             $   6,405   $       82   $       (1)  $   6,486
                             =========   ==========   ==========   =========

Mortgage-backed securities held to maturity with an amortized cost of $2.8
million and $3.9 million and a fair value of $2.9 million and $3.9 million at
March 31, 2002 and 2001, respectively, were pledged as collateral for public
funds held by the Company.  The real estate mortgage investment conduits
consist of FHLMC and Federal National Mortgage Association ("FNMA") and
privately issued securities.  The contractual maturities of mortgage- backed
securities classified as held to maturity are as follows (in thousands):

                                                 Amortized    Estimated
March 31, 2002                                        Cost   Fair Value
                                                 ---------   ----------
Due after one year through five years            $   1,465   $    1,498
Due after five years through ten years                   2            2
Due after ten years                                  2,919        2,985
                                                 ---------   ----------
                                                 $   4,386   $    4,485
                                                 =========   ==========

Mortgage-backed securities available for sale consisted of the following (in
thousands):
                                            Gross        Gross      Estimated
                              Amortized   Unrealized   Unrealized      Fair
March 31, 2002                   Cost       Gains        Losses       Value
                              ---------   ----------   ----------   ---------
Real estate mortgage
  investment conduits         $  25,053   $      144   $      (83)  $  25,114
FHLMC mortgage-backed
  securities                     10,519          453            -      10,972
FNMA mortgage-backed securities     890           23            -         913
                              ---------   ----------   ----------   ---------
                              $  36,462   $      620   $      (83)  $  36,999
                              =========   ==========   ==========   =========
March 31, 2001

Real estate mortgage
  investment conduits         $  41,067   $      144   $     (268)  $  40,943
FHLMC mortgage-backed securities    441           10            -         451
FNMA mortgage-backed securities   1,716           29            -       1,745
                              ---------   ----------   ----------   ---------
                              $  43,224   $      183   $     (268)  $  43,139
                              =========   ==========   ==========   =========

The contractual maturities of mortgage-backed securities available for sale
are as follows (in thousands):
                                                 Amortized    Estimated
March 31, 2002                                        Cost   Fair Value
                                                 ---------   ----------
Due after one year through five years            $   9,645   $   10,052
Due after five years through ten years               2,458        2,535
Due after ten years                                 24,359       24,412
                                                 ---------   ----------
                                                 $  36,462   $   36,999
                                                 =========   ==========

                                  E-64
<PAGE>

<PAGE>
Expected maturities of mortgage-backed securities held to maturity will differ
from contractual maturities because borrowers may have the right to prepay
obligations with or without prepayment penalties.

Mortgage-backed securities available for sale with an amortized cost of $6.3
million and $16.2 million and a fair value of $6.3 million and $16.0 million
at March 31, 2002 and March 31, 2001, respectively, were pledged as collateral
for the discount window at the Federal Reserve Bank.  Mortgage-backed
securities with an amortized cost of $23.5 million and a fair value of $23.8
million at March 31, 2002 were pledged as collateral for advances at the
Federal Home Loan Bank.  Mortgage- backed securities with an amortized cost of
$4.9 million and $4.8 million and a fair value of $4.8 million and $5.1
million at March 31, 2002 and 2001, respectively, were pledged as collateral
for treasury tax and loan funds held by the Company.

5.       LOANS RECEIVABLE

Loans receivable consisted of the following (in thousands):

                                                         March 31,
                                                   -------------------
                                                      2002       2001
Residential:                                       --------   --------
  One- to- four family                             $ 71,710   $116,583
  Multi-family                                        9,895     11,073
Construction:
  One- to- four family                               71,148     60,041
  Multi-family                                        4,000      4,514
  Commercial real estate                              5,230      6,806
Commercial                                           23,319     23,099
Consumer:
  Secured                                            24,932     23,148
  Unsecured                                           1,447      1,872
Land                                                 27,406     24,230
Commercial real estate                               84,094     56,540
                                                   --------   --------
                                                    323,181    327,906
Less:
  Undisbursed portion of loans                       30,970     26,223
  Deferred loan fees                                  2,970      3,475
  Allowance for loan losses                           2,537      1,916
                                                   --------   --------
        Loans receivable, net                      $286,704   $296,292
                                                   ========   ========

The Company originates residential real estate loans, commercial real estate,
multi-family real estate, commercial and consumer loans.  Substantially all of
the mortgage loans in the Company's portfolio are secured by properties
located in Washington and Oregon.  An economic downturn in these areas would
likely have a negative impact on the Company's results of operations depending
on the severity of such downturn.

Loans including loans held for sale, by maturity or repricing date, were as
follows (in thousands):
                                                         March 31,
                                                   -------------------
                                                      2002       2001
Adjustable rate loans:                             --------   --------
Within one year                                    $139,649   $117,025
After one but within three years                     10,044      2,649
After three but within five years                     6,559          -
After five but within ten years                         117          -
                                                   --------   --------
                                                    156,369    119,674
Fixed rate loans:
Within one year                                      34,387     38,894
After one but within three                           24,778     16,908
After three but within five years                    45,558     49,129
After five but within ten years                      31,160     48,649
After ten years                                      32,755     55,221
                                                   --------   --------
                                                    168,638    208,801
                                                   --------   --------
                                                   $325,007   $328,475
                                                   ========   ========
                                      E-65
<PAGE>

<PAGE>
Mortgage loans receivable with adjustable rates primarily reprice based on the
one year U.S. Treasury index and reprice a maximum of 2% per year and up to 6%
over the life of the loan. The remaining adjustable rate loans reprice based
on the prime lending rate or the FHLB cost of funds index.  Commercial loans
with adjustable rates primarily reprice based on the prime rate.

Aggregate loans to officers and directors, all of which are current, consist
of the following (in thousands):

                                                     Year Ended March 31,
                                                ----------------------------
                                                  2002      2001      2000
                                                --------  --------  --------
Beginning balance                               $    813  $    442  $    422
Originations                                         184       486       135
Principal repayments                                (458)     (115)     (115)
                                                --------  --------  --------
Ending balance                                  $    539  $    813  $    442
                                                ========  ========  ========

6.      ALLOWANCE FOR LOAN LOSSES
A reconciliation of the allowances for loan losses is as follows (in
thousands):
                                                     Year Ended March 31,
                                                ----------------------------
                                                  2002      2001      2000
                                                --------  --------  --------
Beginning balance                               $  1,916  $  1,362  $  1,146
Provision for losses                               1,116       949       675
Charge-offs                                         (439)     (413)     (488)
Recoveries                                            25        18        29
Allowance reclassified with loan securitization      (81)        -         -
                                                --------  --------  --------
Ending balance                                  $  2,537  $  1,916  $  1,362
                                                ========  ========  ========

At March 31, 2002, 2001 and 2000, the Company's recorded investment in loans
for which an impairment has been recognized under the guidance of SFAS No. 114
and SFAS No. 118 was $1.4 million, $319,000 and $1.3 million, respectively.
The allowance for loan losses in excess of specific reserves is available to
absorb losses from all loans, although allocations have been made for certain
loans and loan categories as part of management's analysis of the allowance.
The average investment in impaired loans was approximately $1.1 million,
$836,000 and $668,000 during the years ended March 31, 2002, 2001 and 2000,
respectively.

7.      PREMISES AND EQUIPMENT
Premises and equipment consisted of the following (in thousands):

                                                         March 31,
                                                   -------------------
                                                     2002       2001
                                                   --------   --------
Land                                               $  2,026   $  2,026
Buildings and improvements                            7,002      6,948
Leasehold improvements                                  927        420
Furniture and equipment                               5,965      4,961
Construction in progress                                  -         32
Subtotal                                             15,920     14,387
Less accumulated depreciation                        (5,313)    (4,332)
                                                   --------   --------
Total                                              $ 10,607   $ 10,055
                                                   ========   ========

Depreciation expense was $1,031,000, $970,000 and $773,000 for years ended
March 31, 2002, 2001, and 2000, respectively.  The Company is obligated under
various noncancellable lease agreements for land and buildings that require
future minimum rental payments, exclusive of taxes and other charges, as
follows (in thousands):

                                     E-66
<PAGE>

<PAGE>
                        Year ending March 31,
                       ----------------------
                       2003           $   598
                       2004               552
                       2005               487
                       2006               506
                       2007               518
                    Thereafter          3,271
                                      -------
                      Total           $ 5,932
                                      =======

Rent expense was $619,000, $375,000 and $87,000 for the years ended March 31,
2002, 2001 and 2000, respectively.

8.      MORTGAGE SERVICING RIGHTS

The following table is a summary of the activity in mortgage servicing rights
("MSR") and the related allowance for the periods indicated and
other related financial data (in thousands):

                                                        At March 31,
                                                ----------------------------
                                                  2002      2001      2000
                                                --------  --------  --------
Balance at beginning of period                  $    447  $    537  $    598
  Additions                                          704        57        45
  Amortization                                      (195)      (98)     (106)
  Impairment write down                              (44)      (49)        -
                                                --------  --------  --------
Balance end of period                           $    912  $    447  $    537
                                                ========  ========  ========
Allowance at beginning of period                $     49  $      -  $      -
  Provision  for impairment                           44        49         -
                                                --------  --------  --------
Allowance balance at end of period              $     93  $     49  $      -
                                                ========  ========  ========

The Company evaluates MSR for impairment by stratifying MSR based on the
predominant risk characteristics of  the underlying financial assets. At March
31, 2002, the MSR fair value totaled $919,000, which was estimated using a
range of discounts and PSA (The Bond Market Association's standard prepayment)
values that ranged from 151 to 1103.


Mortgage loans serviced for others (in thousands):
                                                        At March 31,
                                                ----------------------------
                                                  2002      2001      2000
                                                --------  --------  --------
       Total                                     $ 123.6    $ 78.6    $ 82.4
                                                ========  ========  ========

The sensitivity analysis in the table below is hypothetical and should be used
with caution.  As the figures indicate changes in fair value based on a 25% or
50% decrease or increase in assumptions generally can not be easily
extrapolated because the relationship of the change in the assumptions to the
change in fair value may not be linear.  Also, in this table, the effect that
a change in a particular assumption may have on the fair value is calculated
without changing any other assumption.  In reality, changes in one factor may
result in changes in another, which might magnify or counteract the
sensitivities (in thousands):


                                       E-67
<PAGE>

<PAGE>
                                  5 Year     7 Year   15 Year   30 Year
                                Mortgages Mortgages Mortgages Mortgages Total
                                --------- --------- --------- --------- -----
Fair Value of MSR               $   24    $  56     $  217    $  622    $ 919

Impact of changes in PSA

  Impact on fair value of 25%
    decrease                         4       10         42       116      172
  Impact on fair value of 50%
    decrease                        10       25        106       287      428
  Impact on fair value of 25%
    increase                        (3)      (8)       (29)      (84)    (124)
  Impact on fair value of 50%
    increase                        (6)     (14)       (50)     (147)    (217)

Impact of changes in discount

Future cash flows discounted
  at                             10.50%   10.50%      9.00%    9.00%

  Impact on fair value of 25%
    decrease                      $  1     $  3      $  12    $  52     $  68
  Impact on fair value of 50%
    decrease                         2        6         25      113       146
  Impact on fair value of 25%
    increase                        (1)      (3)       (11)     (45)      (60)
  Impact on fair value of 50%
    increase                        (2)      (5)       (21)     (85)     (113)

During the second quarter ended September 30, 2001, the Company sold $40.3
million in seasoned fixed rate single family residential mortgage loans to
FHLMC.  The mortgages were aggregated into 15 pools and securitized with the
resulting mortgage-backed securities  being retained by the Company and
classified as available  for sale.  Securitization of the loans provided more
liquid instruments that could be sold when the market conditions are
considered favorable.  Sale of the MBS will reduce the long-term fixed rate
assets in the Company's portfolio, which will allow the Company to reduce its
interest sensitivity in the future.

Because the Company retained an interest in the loans by receiving the MBS,
various items associated with the loans were combined with the principal
balance of the loans to arrive at the Company's basis in the MBS.  These items
include deferred origination fees, mortgage servicing rights and allowance for
loan losses.  Deferred loan origination fees associated with the sold loans
totaled $641,000.  The fair value of mortgage servicing rights was based on
quoted market rates.   Mortgage servicing rights were valued at $255,000.  The
general valuation allowance associated with these loans was $81,000.  The
Company pays a guarantee fee to FHLMC as part of the securitization and
servicing of the loans, thus transferring all credit risk to FHLMC.  The final
resulting basis in the MBS was $39.2 million.  As of March 31, 2002, $25.1
million in MBS have been sold at a pretax gain of $863,000.

9.      DEPOSIT ACCOUNTS

Deposit accounts consisted of the following (dollars in thousands):

                                  Weighted               Weighted
                                   Average   March 31,    Average   March 31,
Account Type                          Rate       2002        Rate       2001
                                  --------   --------    --------   --------
NOW Accounts:
   Non-interest-bearing              0.00%   $ 32,574       0.00%   $ 27,935
   Regular                           0.44      32,710       1.50      32,143
   Hi Yield checking                 3.47       5,354          -           -
Money market                         1.73      54,645       3.99      45,724
Savings accounts                     0.95      21,939       2.75      18,827
Certificates of deposit              3.79     112,468       6.21     170,894
                                  --------   --------    --------   --------
     Total                           2.21%   $259,690       4.55%   $295,523
                                  ========   ========    ========   ========
The weighted average rate is based on interest rates at the end of the period.

Certificates of deposit as of March 31, 2002, mature as follows (in
thousands):

                                      E-68
<PAGE>

                                                         Amount
                                                         ------
Less than one year                                   $   86,939
One year to two years                                    14,514
Two years to three years                                  4,856
Three years to four years                                 2,274
Four years to five years                                  2,201
After five years                                          1,684
                                                         ------
Total                                                $  112,468
                                                        =======

Deposit accounts in excess of $100,000 are not insured by the Federal Deposit
Insurance Corporation ("FDIC").

Interest expense by deposit type was as follows (in thousands):

                                                     Year Ended March 31,
                                                ----------------------------
                                                  2002      2001      2000
                                                --------  --------  --------
NOW Accounts:
  Regular                                       $    211  $    315  $    302
  High Yield                                           4         -         1
Money market accounts                              1,307     2,182     1,588
Savings accounts                                     292       536       569
Certificates of deposit                            6,915     8,314     6,130
                                                --------  --------  --------
     Total                                      $  8,729  $ 11,347  $  8,590
                                                ========  ========  ========

10.     FEDERAL HOME LOAN BANK ADVANCES

At March 31, 2002 advances from FHLB totaled $74.5 million, which had fixed
interest rates ranging from 4.65% to 7.22% with a weighted average interest
rate at March 31, 2002 of 6.10%. At March 31, 2002, the Company had additional
borrowing capacity available of $61.5 million from the FHLB.

FHLB advances are collateralized as provided for in the Advance, Pledge and
Security Agreements with the FHLB by certain investment and mortgage-backed
securities, stock owned by the Company, deposits with the FHLB, and certain
mortgages on deeds of trust securing such properties as provided in the
agreements with the FHLB.

Payments required to service the Company's FHLB advances during the next five
years ended March 31 are as follows:  2003 - $39.5 million, 2006 - $15.0
million; and 2007 - $20.0 million.

At March 31, 2001, advances from FHLB totaled $79.5 million, which had fixed
interest rates ranging from 5.38% to 7.22% with a weighted average interest
rate at March 31, 2001 of 6.62%. At March 31, 2001, the Company had additional
borrowing capacity available of $70.4 million from the FHLB.

Payments required to service the Company's FHLB advances during the next five
years ended March 31 are as follows:  2002 - $25.0 million, 2003-$39.5
million; and 2006-$15.0 million.

                                    E-69

<PAGE>

<PAGE>
11.     FEDERAL INCOME TAXES
Federal income tax provision (benefit) for the years ended March 31 consisted
of the following (in thousands):
                                                  2002      2001      2000
                                                --------  --------  --------
           Current                              $  2,047  $  2,131  $  1,863
           Deferred                                   89      (487)       15
                                                --------  --------  --------
               Total                            $  2,136  $  1,644  $  1,878
                                                ========  ========  ========

A reconciliation between federal income taxes computed at the statutory rate
and the effective tax rate for the years ended March 31 is as follows:

                                                  2002      2001      2000
                                                --------  --------  --------
Statutory federal income tax rate                 34.0%     34.0%     34.0 %
ESOP market value adjustment                       0.4       0.1       0.4
Interest income on municipal  securities          (0.7)     (1.1)     (0.9)
Dividend received deduction                       (2.8)     (1.4)     (1.1)
Other, net                                        (0.4)        -       0.2
                                                --------  --------  --------
     Effective federal income tax rate            30.5%     31.6%     32.6%
                                                ========  ========  ========

Taxes related to gains on sales of securities were $276,000, none and none for
the years ended March 31, 2002, 2001, and 2000, respectively.

The tax effect of temporary differences that give rise to significant portions
of deferred tax assets and deferred tax liabilities at March 31, 2002 and 2001
are as follows (in thousands):
                                                        2002       2001
Deferred tax assets:                                 -------    -------
  Deferred compensation                              $   385    $   399
  Loan loss reserve                                      805        595
  Core deposit intangible                                291        254
  Accrued expenses                                       142        114
  Accumulated depreciation                                81         60
  Net unrealized loss on securities available for sale    38        199
  Other                                                   97        224
                                                     -------    -------
    Total deferred tax asset                           1,839      1,845
Deferred tax liabilities:                            -------    -------
  FHLB stock dividend                                   (740)      (642)
  Tax qualified loan loss reserve                        (94)      (141)
  Other                                                 (398)      (206)
                                                     -------    -------
    Total deferred tax liability                      (1,232)      (989)
                                                     -------    -------
Deferred tax asset, net                              $   607    $   856
                                                     =======    =======

For the fiscal year ended March 31, 1996 and years prior, the Company
determined bad debt expense to be deducted from taxable income based on 8% of
taxable income before such deduction as provided by a provision in the
Internal Revenue Code ("IRC"). In August 1996, the provision in the IRC
allowing the 8% of taxable income deduction was repealed.  Accordingly, the
Company is required to use the write-off method to record bad debt in the
current period and must recapture the excess reserve accumulated from April 1,
1987 to March 31, 1996 from use of the 8% method ratably over a six-taxable
year period. The income tax provision from 1987 to 1996 included an amount of
$282,000 for the tax effect on such excess reserves. The IRC regulation
allowed the Company the opportunity to defer the recapture of the excess
reserve for a period of up to two years if the Company meets a residential
loan requirement. The Company met the requirement to delay recapture for the
1998 and 1997 taxable years and recaptured $47,000 in each of the 2002 and
2001 taxable years.
                                       E-70
<PAGE>

<PAGE>
The Company has qualified under provisions of the IRC to compute federal
income taxes after deductions of additions to the bad debt reserves.  At March
31, 2002, the Company had a taxable temporary difference of approximately $1.1
million that arose before 1987 (base-year amount). In accordance with SFAS No.
109, a deferred tax liability has not been recognized for the temporary
difference.  Management does not expect this temporary difference to reverse
in the foreseeable future. No valuation allowance for deferred tax assets was
deemed necessary at March 31, 2002 or 2001 based on the Company's anticipated
future ability to generate taxable income from operations.

12.     EMPLOYEE BENEFITS PLANS

Retirement Plan - The Riverview Retirement and Savings Plan (the "Plan") is a
defined contribution profit-sharing plan incorporating the provisions of
Section 401(k) of the IRC.  The plan covers all employees with at least one
year of service who are over the age of 21. The Company matches 50% of the
employee's elective contribution up to 3% of the employee's compensation.
Company expenses related to the Plan for the years ended March 31, 2002, 2001
and 2000 were $76,000, $66,000 and  $46,000, respectively.

Director Deferred Compensation Plan - Directors may elect to defer their
monthly directors' fees until retirement with no income tax payable by the
director until retirement benefits are received. This alternative is made
available to them through a nonqualified deferred compensation plan. The
Company accrues annual interest on the unfunded liability under the plan based
upon a formula relating to gross revenues, which amounted to 8.32%, 8.06% and
8.20% for the years ended March 31, 2002, 2001 and 2000, respectively. The
estimated liability under the plan is accrued as earned by the participant. At
March 31, 2002 and 2001, the Company's aggregate liability under the plan was
$1.1 million, respectively.

Bonus Programs - The Company maintains a bonus program for senior management.
The senior management bonus represents approximately 5% of fiscal year
profits, assuming profit goals are attained, and is divided among senior
management members in proportion to their salaries. The Company has an
incentive program for branch managers that is paid to the managers based on
the attainment of certain goals. Under these programs, the Company paid
$360,000, $262,000, and $183,000 in bonuses during the years ended March 31,
2002, 2001, and 2000, respectively. Accrued bonuses were $381,000 and $270,000
at March 31, 2002 and 2001, respectively.

Management Recognition and Development Plan ("MRDP") - On July 23, 1998,
shareholders of the Company approved the adoption of the MRDP for the benefit
of officers, employees and non-employee directors of the Company.

The objective of the MRDP is to retain personnel of experience and ability in
key positions by providing them with a proprietary interest in the Company.
The Company reserved 142,830 shares of common stock to be issued under the
MRDP which are authorized but unissued shares.  Awards under the MDRP were
made in the form of restricted shares of common stock that are subject to
restrictions on transfer of ownership.  Compensation expense in the amount of
the fair value of the common stock at the date of the grant to the plan
participant will be recognized over a five year vesting period, with 20%
vesting immediately upon grant.  On October 1, 1998 the number of restricted
shares granted under the MRDP were 99,980 shares to executive officers and
42,850 shares to non-employee directors.  Compensation expense of $361,000,
$393,000 and $393,000 was recognized for the years ended March 31, 2002, 2001
and 2000, respectively.

Stock Option Plans - In October 1993, the Board of Directors approved a Stock
Option and Incentive Plan ("1993 Plan") for officers, directors, and key
employees, which authorizes the grant of stock options. In July 1994,
shareholders of the Company approved the adoption of the 1993 Plan.  The
maximum number of shares of common stock of the Company, which may be issued
under the 1993 Plan, is 244,539 shares. All options granted under this plan
are immediately exercisable and expire October 22, 2003.

In July 1998, shareholders of the Company approved the adoption of the 1998
Stock Option Plan ("1998 Plan") that authorizes the grant of stock options.
The 1998 Plan was effective October 1, 1998 and the plan will expire on the
tenth anniversary of the effective date, unless terminated sooner by the
Board.  The maximum number of shares of common stock of the Company that may
be issued under the 1998 plan is 357,075 shares.  Options granted under the
1998 plan are exercisable at the discretion of the Board.  On October 1, 1998,
under the 1998 Plan, 257,962 shares were granted to executive officers,
non-employee directors and employees.

                                       E-71
<PAGE>

Stock option activity, which includes the impact of stock dividends, is
summarized in the following table:

                                                             Weighted
                                                              Average
                                             Number of       Exercise
                                                Shares          Price
                                             ---------       --------
Outstanding March 31, 1999                     435,854       $   9.93
     Grants                                     29,998          10.63
     Forfeited                                  (6,000)         13.75
     Options exercised                         (34,096)          4.06
                                             ---------       --------
Outstanding March 31, 2000                     425,756          10.40
     Grants                                     15,000           8.83
     Options exercised                         (78,918)          2.82
                                             ---------       --------
Outstanding March 31, 2001                     361,838          11.99
     Grants                                      5,000            9.3
     Options exercised                         (22,345)          4.09
                                             ---------       --------
Outstanding March 31, 2002                     344,493       $  12.46
                                             =========       ========

Additional information regarding options outstanding as of March 31, 2002 is
as follows:

                            Options Outstanding     Options Exercisable
                            -------------------     -------------------
              Weighted Avg.              Weighted               Weighted
                 Remaining                Average                Average
               Contractual       Number  Exercise       Number  Exercise
Exercise Price  Life(years) Outstanding     Price  Exercisable     Price
- --------------  ----------  -----------  --------  -----------  --------
 $ 2.82           1.56          15,760   $  2.82     15,760     $  2.82
   6.32-9.30      5.22          33,773      8.63     10,992        8.74
  10.13-13.75     6.51         294,960     13.41    152,178       13.45
                ----------  -----------  --------  -----------  --------
                  6.15         344,493   $ 12.46    178,930     $ 12.22
                ==========  ===========  ========  ===========  ========

Additional Stock Plan Information - As discussed in Note 1, the Company
continues to account for its stock-based awards using the intrinsic value
method in accordance with APB Opinion No. 25 and its related interpretations.
Accordingly, no compensation expense has been recognized in the financial
statements for the stock options granted.

SFAS No. 123 requires the disclosure of pro forma net income and earnings per
share had the Company adopted the fair value method as of the beginning of
fiscal 1996. Under SFAS No. 123, the fair value of stock-based awards to
employees is calculated through the use of option pricing models, even though
such models were developed to estimate the fair value of freely tradable,
fully transferable options without vesting restrictions, which significantly
differ from the Company's stock option awards. These models also require
subjective assumptions, including future stock price volatility and expected
time to exercise, which greatly affect the calculated values. The Company's
calculations were made using the Black-Scholes option pricing model with the
following weighted average assumptions:

                       Risk Free       Expected     Expected     Expected
                       Interest Rate   Life (yrs)   Volatility   Dividends
                       -------------   ---------    ----------   ---------
Fiscal 2002                5.14%         6.15         33.67%        2.92%
Fiscal 2001                5.33%         6.90         35.85%        2.65%
Fiscal 2000                6.26%         7.00         39.07%        2.17%


The Company's calculations are based on a multiple option valuation approach
and forfeitures are recognized as they occur. The weighted average grant-date
fair value of 2002, 2001 and 2000 awards was $2.87, $3.09 and $4.39,
respectively. If the accounting provisions of the SFAS No. 123 had been
adopted as of the beginning of fiscal 1996, the effect on 2002, 2001 and 2000
net income would have been reduced to the following pro forma amounts:

                                       E-72
<PAGE>

                                                  Year Ended March 31,
                                             ------------------------------
                                               2002       2001       2000
                                             --------   --------   --------
Net income:
     As reported                           $4,868,000 $3,557,000 $3,877,000
     Pro forma                              4,640,000  3,331,000  3,675,000

Earnings per common share   basic:
     As reported                                $1.06      $0.78      $0.76
     Pro forma                                   1.01       0.73       0.72

Earnings per common share   fully diluted:
     As reported                                $1.06      $0.77      $0.74
     Pro forma                                   1.01       0.72       0.71

13.     EMPLOYEE STOCK OWNERSHIP PLAN

The Company sponsors an ESOP that covers all employees with at least one year
of service who are over the age of 21.  Shares are released for allocation and
allocated to participant accounts on December 31 of each year until 2011. ESOP
compensation expense included in salaries and benefits was $284,000, $214,000
and $346,000 for years ended March 31, 2002, 2001 and 2000, respectively.

In conjunction with the Conversion and Reorganization, the Company purchased
an additional 285,660 shares equal to eight percent of the total number of
shares issued in the offering, for future allocation to eligible participants.

ESOP share activity is summarized in the following table:


                                    Unreleased    Allocated
                                          ESOP  and Released
                                        Shares       Shares      Total
                                       -------      -------    -------
Balance, April 1, 1999                 320,225      161,067    481,292
Allocation December 31, 1999           (24,629)      24,629          -
                                       -------      -------    -------
Balance, March 31, 2000                295,596      185,696    481,292
Allocation December 31, 2000           (24,633)      24,633          -
                                       -------      -------    -------
Balance, March 31, 2001                270,963      210,329    481,292
Allocation December 31, 2001           (24,633)      24,633          -
                                       -------      -------    -------
Balance, March 31, 2002                246,330      234,962    481,292
                                       =======      =======    =======

14.     SHAREHOLDERS' EQUITY AND REGULATORY CAPITAL REQUIREMENTS

The Company's Board of Directors authorized 250,000 shares of serial preferred
stock as part of the Conversion and Reorganization completed on September 30,
1997.  No preferred shares were issued or outstanding at March 31, 2002 or
2001.

The Bank's Board of Directors authorized 1,000,000 shares of serial preferred
stock as part of the stock offering and reorganization completed on October
22, 1993. No preferred shares were issued or outstanding at March 31, 2002 or
2001.

The Bank is subject to various regulatory capital requirements administered by
the Office of Thrift Supervision ("OTS").  Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Bank's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the Bank
must meet specific capital guidelines that involve quantitative measures of
the Bank's assets, liabilities and certain off-balance sheet items as
calculated under regulatory accounting practices.  The Bank's capital amounts
and classification are also subject to qualitative judgments by the regulators
about components, risk, weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios of total and Tier I
capital to risk-weighted assets, of core capital to total assets and tangible
capital to tangible assets (set forth in the table below). Management believes
the Bank meets all capital adequacy requirements to which it is subject as of
March 31, 2002.

                                     E-73
<PAGE>

As of March 31, 2002, the most recent notification from the OTS categorized
the Bank as "well capitalized" under the regulatory framework for prompt
corrective action. To be categorized as "well capitalized," the Company must
maintain minimum total capital and Tier I capital to risk weighted assets,
core capital to total assets and tangible capital to tangible assets (set
forth in the table below). There are no conditions or events since that
notification that management believes have changed the Company's category.

The Bank's actual and required minimum capital amounts and ratios are
presented in the following table (dollars in thousands):
                                                          Categorized as "Well
                                             For Capital    Capitalized" Under
                                             Adequacy        Prompt Corrective
                                Actual       Purposes        Action Provision
                             -------------   -------------   ---------------
                             Amount  Ratio   Amount  Ratio   Amount   Ratio
                             ------  -----   ------  -----   ------   -----
March 31, 2002
Total Capital:
 (To Risk Weighted Assets)   $51,077  17.04% $23,987    8.0% $29,984   10.0%
Tier I Capital:
 (To Risk Weighted Assets)    48,549  16.19      N/A     N/A  17,990    6.0
Tier I Capital:
 (To Adjusted Total Assets)   48,549  12.52   11,637     3.0  19,395    5.0
Tangible Capital:
 (To Tangible Assets)         48,549  12.52    5,819     1.5     N/A    N/A

                                                          Categorized as "Well
                                             For Capital    Capitalized" Under
                                             Adequacy        Prompt Corrective
                                Actual       Purposes        Action Provision
                             -------------   -------------   ---------------
                             Amount  Ratio   Amount  Ratio   Amount   Ratio
                             ------  -----   ------  -----   ------   -----
March 31, 2001
Total Capital:
 (To Risk Weighted Assets)   $48,407  17.13% $22,613    8.0% $28,266    10.0%
Tier I Capital:
 (To Risk Weighted Assets)    46,491  16.45      N/A    N/A   16,960     6.0
Tier I Capital:
 (To Adjusted Total Assets)   46,491  10.88   12,820    3.0   21,366     5.0
Tangible Capital:
 (To Tangible Assets)         46,491  10.88    6,410    1.5      N/A     N/A

The following table is a reconciliation of the Bank's capital, calculated
according to generally accepted accounting principles to regulatory tangible
and risk-based capital at March 31, 2002  (in thousands):


Equity                                 $  49,283
Net unrealized securities loss                53
Core deposit intangible                     (696)
Servicing asset                              (91)
                                         -------
Tangible capital                          48,549
General valuation allowance                2,537
Other Assets                                  (9)
                                         -------
Total capital                          $  51,077
                                         =======

At periodic intervals, the OTS and the FDIC routinely examine the Company's
financial statements as part of their legally prescribed oversight of the
savings and loan industry. Based on their examinations, these regulators can
direct that the Company's financial statements be adjusted in accordance with
their findings. A future examination by the OTS or the FDIC

                                     E-74
<PAGE>

could include a review of certain transactions or other amounts reported in
the Company's 2002 financial statements. In view of the uncertain regulatory
environment in which the Company operates, the extent, if any, to which a
forthcoming regulatory examination may ultimately result in adjustments to the
2002 financial statements cannot presently be determined.

15.    EARNINGS PER SHARE

Basic earning per share ("EPS") is computed by dividing net income applicable
to common stock by the weighted average number of common shares outstanding
during the period, without considering any dilutive items.  Diluted EPS is
computed by dividing net income applicable to common stock by the weighted
average number of common shares and common stock equivalents for items that
are dilutive, net of shares assumed to be repurchased using the treasury stock
method at the average share price for the Company's common stock during the
period.  Common stock equivalents arise from assumed conversion of outstanding
stock options. ESOP shares are not considered outstanding for earnings per
share purposes until they are committed to be released. For the year ended
March 31, 2002, options to purchase 274,961 shares of common stock were not
included in the computation of diluted EPS because to do so would have been
antidilutive.

                                               Years Ended March 31,
                                     -------------------------------------
                                        2002         2001          2000
                                     ----------   ----------    ----------
Basic EPS computation:
  Numerator-Net Income               $4,868,000   $3,557,000    $3,877,000
  Denominator-Weighted average
    common shares outstanding         4,572,253    4,579,091     5,108,725
Basic EPS                            $     1.06   $     0.78    $     0.76
                                     ==========   ==========    ==========
Diluted EPS computation:
  Numerator-Net Income               $4,868,000   $3,557,000    $3,877,000
  Denominator-Weighted average
    common shares outstanding         4,572,253    4,579,091     5,108,725
    Effect of dilutive stock options     32,940       61,158        97,252
    Effect of dilutive MRDP               7,275            -             -
                                     ----------   ----------    ----------
    Weighted average common shares
      and common stock equivalents    4,612,468    4,640,249     5,205,977
Diluted EPS                          $     1.06   $     0.77    $     0.74
                                     ==========   ==========    ==========

16.     FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of SFAS No. 107, Disclosures About
Fair Value of Financial Instruments. The Company using available market
information and appropriate valuation methodologies has determined the
estimated fair value amounts. However, considerable judgment is necessary to
interpret market data in the development of the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative of
the amounts the Company could realize in a current market exchange. The use of
different market assumptions and/or estimation methodologies may have a
material effect on the estimated fair value amounts.

                                      E-75

<PAGE>



The estimated fair value of financial instruments is as follows (in
thousands):

                                                  March 31,
                                 -------------------------------------------
                                          2002                    2001
                                 --------------------    -------------------
                                 Carrying       Fair     Carrying      Fair
                                    Value      Value        Value     Value
                                 ---------  ---------    --------  ---------
Assets:
Cash                             $  22,492  $  22,492    $ 38,935  $   38,935
Investment securities held to
 maturity                                -          -         861         867
Investment securities available
 for sale                           18,275     18,275      25,561      25,561
Mortgage-backed securities held
 to maturity                         4,386      4,485       6,405       6,486
Mortgage-backed securities
 available for sale                 36,999     36,999      43,139      43,139
Loans receivable, net              286,704    292,685     296,292     300,473
Loans held for sale                  1,826      1,826         569         569
Mortgage Servicing Rights              912        919         447         466
FHLB stock                           5,317      5,317       4,432       4,432

Liabilities:
Demand - Savings deposits          147,222    147,222     124,629     124,629
Time deposits                      112,468    112,964     170,894     172,057
FHLB advances - short-term          39,500     39,983      25,000      25,500
FHLB advances - long-term           35,000     35,456      54,500      55,708

Fair value estimates, methods, and assumptions are set forth below.

Investments and Mortgage-Backed Securities - Fair values were based on quoted
market rates and dealer quotes.

Loans Receivable - Loans were priced using a discounted cash flow method. The
discount rate used was the rate currently offered on similar products, risk
adjusted for credit concerns or dissimilar characteristics.

No adjustment was made to the entry-value interest rates for changes in credit
of performing loans for which there are no known credit concerns. Management
believes that the risk factor embedded in the entry-value interest rates,
along with the general reserves applicable to the loan portfolio for which
there are no known credit concerns, result in a fair valuation of such loans
on an entry-value basis.

Mortgage Servicing Rights - The fair value of mortgage servicing rights was
determined using the Company's model, which incorporates the expected life of
the loans, estimated cost to service the loans, servicing fees received and
other factors.

Deposits - The fair value of time deposits with no stated maturity such as
non-interest-bearing demand deposits, savings, NOW accounts, and money market
and checking accounts was equal to the amount payable on demand. The fair
value of time deposits with stated maturity was based on the discounted value
of contractual cash flows. The discount rate was estimated using rates
currently available in the local market.

Federal Home Loan Bank  Advances - The fair value for FHLB advances was based
on the discounted cash flow method. The discount rate was estimated using
rates currently available from the FHLB.

Off-Balance Sheet Financial Instruments - The estimated fair value of loan
commitments approximates fees recorded associated with such commitments as of
March 31, 2002 and 2001.

Other - The carrying value of other financial instruments was determined to be
a reasonable estimate of their fair value.

Limitations - The fair value estimates presented herein were based on
pertinent information available to management as of March 31, 2002 and 2001.
Although management was not aware of any factors that would significantly
affect the estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements on those
dates and, therefore, current estimates of fair value may differ significantly
from the amounts presented herein.

                                      E-76

<PAGE>



Fair value estimates were based on existing financial instruments without
attempting to estimate the value of anticipated future business. The fair
value has not been estimated for assets and liabilities that were not
considered financial instruments.


17.     COMMITMENTS AND CONTINGENCIES

The Company is a party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments generally include commitments to originate
mortgage, commercial and consumer loans.  Those instruments involve, to
varying degrees, elements of credit and interest rate risk in excess of the
amount recognized in the balance sheet.  The Company's maximum exposure to
credit loss in the event of nonperformance by the borrower is represented by
the contractual amount of those instruments.  The Company uses the same credit
policies in making commitments as it does for on-balance sheet instruments.
Commitments to extend credit are conditional, and are honored for up to 45
days subject to the Company's usual terms and conditions.  Collateral is not
required to support commitments.

At March 31, 2002, the Company had commitments to originate fixed rate
mortgage loans of $3.0 million at interest rates ranging from 5.5% to 7.125%.
At March 31, 2002, commitments to originate adjustable rate mortgage loans
were $2.3 million at an average interest rate of 5.95%.  Undisbursed balance
of mortgage loans closed was $31.0 million at March 31, 2002. Commitments to
originate consumer loans totaled $1.4 million and unused lines of consumer
credit totaled $13.8 million at March 31, 2002.  Commercial real estate loan
commitments to originate loans totaled  $900,000 and unused lines of credit
totaled $5.8 million at March 31, 2002.  Unused commercial lines of credit
totaled $18.5 million.

At March 31, 2002, the Company had firm commitments to sell $2.9 million of
residential loans to FHLMC. These agreements are short term fixed rate
commitments and no material gain or loss is likely.

The Company is party to litigation arising in the ordinary course of business.
In the opinion of management, these actions will not have a material adverse
effect, if any, on the Company's financial position, results of operations, or
liquidity.



18.    RIVERVIEW BANCORP, INC. (PARENT COMPANY)

BALANCE SHEETS
MARCH 31, 2002 AND 2001

(In thousands)                                         2002           2001
- ---------------------------------------------------------------------------

ASSETS

  Cash (including interest earning accounts of
   $2,145 and $2,670)                                $ 2,226        $ 2,764
  Investment securities available for sale, at fair
   value (amortized cost of $1,356 and $1,356)         1,323          1,009
  Investment in the Bank                              49,283         47,402
  Other assets                                         1,367          1,906
  Deferred income taxes                                    7            114
                                                     -------        -------
TOTAL ASSETS                                         $54,206        $53,195
                                                     =======        =======

LIABILITIES AND SHAREHOLDERS' EQUITY

  Accrued expenses and other liabilities             $    35        $     3
  Dividend payable                                       494            471
  Shareholders' equity                                53,677         52,721
                                                     -------        -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $54,206        $53,195
                                                     =======        =======

                                      E-77

<PAGE>



RIVERVIEW BANCORP, INC. (PARENT COMPANY)

STATEMENTS OF INCOME
YEARS ENDED MARCH 31, 2002 AND 2001

(In thousands)                                         2002           2001
- ---------------------------------------------------------------------------

INCOME:
  Interest on investment securities and other
    short-term investments                           $    93        $   202
  Interest on loan receivable from the Bank              206            217
                                                     -------        -------
     Total income                                        299            419
                                                     -------        -------

EXPENSE:
  Management service fees paid to the Bank                28             28
  Other expenses                                         159            113
                                                     -------        -------
     Total expense                                       187            141
                                                     -------        -------

INCOME BEFORE FEDERAL INCOME TAXES AND EQUITY
   IN UNDISTRIBUTED INCOME OF THE BANK                   112            278
PROVISION FOR FEDERAL INCOME TAXES                        31             87
                                                     -------        -------
INCOME OF PARENT COMPANY                                  81            191
EQUITY IN UNDISTRIBUTED INCOME OF THE BANK             4,787          3,366
                                                     -------        -------
NET INCOME                                           $ 4,868        $ 3,557
                                                     =======        =======

                                      E-78

<PAGE>



RIVERVIEW BANCORP, INC. (PARENT COMPANY)


STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2002 AND 2001

(In thousands)                                         2002           2001
- ---------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                         $ 4,868       $ 3,557
  Adjustments to reconcile net income to cash
    provided by operating activities:
    Equity in undistributed earnings of the Bank      (4,787)       (3,366)
    Earned ESOP shares                                   284           214
    Earned MRDP shares                                   534           416
  Changes in assets and liabilities:
    (Increase) decrease in prepaid expenses and
      other assets                                      (259)          116
    Increase (decrease) in accrued expenses and
      other liabilities                                   54            (1)
                                                     -------       -------
         Net cash provided by operating activities       694           936
                                                     -------       -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Dividend received from the Bank                      4,000             -
  Proceeds from call, maturity, or sale of
    investment securities available for sale               -         2,000
                                                     -------       -------
         Net cash provided by investing activities     4,000         2,000
                                                     -------       -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends paid                                      (2,009)       (1,860)
  Repurchase of common stock                          (3,123)            -
  Investment in majority owned subsidiary               (191)         (122)
  Proceeds from exercise of stock options                 91           222
                                                     -------       -------

         Net cash used in financing activities        (5,232)       (1,760)
                                                     -------       -------

NET (DECREASE) INCREASE IN CASH                         (538)        1,176

CASH, BEGINNING OF YEAR                                2,764         1,588
                                                     -------       -------

CASH, END OF YEAR                                    $ 2,226       $ 2,764
                                                     =======       =======

                                      E-79

<PAGE>



RIVERVIEW BANCORP, INC.
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

(In thousands, except share data)              Three Months Ended
- ------------------------------------------------------------------------------
                               March 31   December 31   September 30   June 30
                               --------   -----------   ------------   -------
2002:
  Interest income               $6,641       $7,246       $7,623       $8,330
  Interest expense               2,572        3,246        3,950        4,550
  Net interest income            4,069        4,000        3,673        3,780
  Provision for loan losses        396          210            -          510
  Non-interest income            1,461        1,637        2,150        1,303
  Non-interest expense           3,614        3,469        3,350        3,520
  Income before income taxes     1,520        1,958        2,473        1,053
  Provision for income taxes       464          599          777          296
                                ------       ------       ------       ------

     Net income                 $1,056       $1,359       $1,696       $  757
                                ======       ======       ======       ======

  Basic earnings per share(1)   $ 0.24       $ 0.30       $ 0.37       $ 0.16
                                ======       ======       ======       ======

  Diluted earnings per share(1) $ 0.23       $ 0.30       $ 0.36       $ 0.16
                                ======       ======       ======       ======

2001:
  Interest income               $8,389       $7,986       $7,723       $7,245
  Interest expense               4,546        4,217        4,022        3,503
  Net interest income            3,843        3,769        3,701        3,742
  Provision for loan losses        215          140            -          594
  Non-interest income            1,131          905        1,160          766
  Non-interest expense           3,587        3,231        3,126        2,923
  Income before income taxes     1,172        1,303        1,735          991
  Provision for income taxes       375          400          556          313
                                ------       ------       ------       ------

     Net income                 $  797       $  903       $1,179       $  678
                                ======       ======       ======       ======

  Basic earnings per share      $ 0.17       $ 0.20       $ 0.26       $ 0.15
                                ======       ======       ======       ======

  Diluted earnings per share    $ 0.17       $ 0.19       $ 0.26       $ 0.15
                                ======       ======       ======       ======

(1) Quarterly earnings per share varies from annual earnings per share due to
    rounding.

                                      E-80

<PAGE>


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure
- ------------------------------------------------------------------------
         Not applicable.

                            PART III

Item 10.  Directors and Executive Officers of the Registrant
- ------------------------------------------------------------
The information contained under the section captioned "Proposal I - Election
of Directors" contained in the Company's Proxy Statement for the 2002 Annual
Meeting of Stockholders, and "Part I -- Business -- Personnel --Executive
Officers" of this report, is incorporated herein by reference.  Reference is
made to the cover page of this report for information regarding compliance
with Section 16(a) of the Exchange Act.

Item 11.  Executive Compensation
- --------------------------------
The information contained under the sections captioned "Executive
Compensation" and "Directors' Compensation"  under "Proposal I - Election of
Directors" in the Proxy Statement for the 2002 Annual Meeting of Stockholders
is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------
The information required by this item is incorporated herein by reference to
the section captioned  "Security Ownership of Certain Beneficial Owners and
Management" in the Proxy Statement for the 2002 Annual Meeting of
Stockholders.

Equity Compensation Plan Information.  The following table sets forth certain
information with respect to securities to be issued under the Company's equity
compensation plans as of March 31, 2002.

                                                                 (c)
                                                         Number of securities
                         (a)                (b)          remaining available
               Number of securities   Weighted-average   for future issuance
                  to be issued upon    exercise price       under equity
                    exercise of        of outstanding    compensation plans
                 outstanding options, options, warrants (excluding securities
Plan Category    warrants and rights     and rights    reflected in column(a))
- -------------    -------------------    ------------   ----------------------
Equity compensation
plans approved by
security holders:
 Management Recognition
  and Development Plan        30,280     $         -               -
 1998 Stock Option Plan      319,960           13.06          37,115
 1993 Stock Option  and
  Incentive Plan              24,533            4.59           2,789

Equity compensation plans not
approved by security holders:    N/A             N/A             N/A
                             -------          ------          ------
     Total                   374,773     $     12.46          39,904
                             =======          ======          ======

Item 13.  Certain Relationships and Related Transactions
- --------------------------------------------------------
The information set forth under the section captioned "Proposal I - Election
of Directors - Transactions with Management" in the Proxy Statement for the
2002 Annual Meeting of Stockholders is incorporated herein by reference.

                                   E-81
<PAGE>

                               PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- --------------------------------------------------------------------------
   (a) 1. Financial Statements
          See "Part II  Item 8. Financial Statements and Supplementary Data."

       2. Financial Statement Schedules
          All schedules are omitted because they are not required or
          applicable, or the required information is shown in the
          consolidated financial statements or the notes thereto.

       3. Exhibits
          --------
          3.1   Articles of Incorporation of the Registrant*
          3.2   Bylaws of the Registrant*
          4     Form of Certificate of Common Stock of the Registrant*
          10.1  Employment Agreement with Patrick Sheaffer**
          10.2  Employment Agreement with Ronald A. Wysaske**
          10.3  Severance Agreement with Michael C. Yount**
          9.4   Severance Agreement with Karen Nelson**
          9.5   Severance Agreement with John A. Karas(1)
          10.6  Employee Severance Compensation Plan**
          9.6   Employee Stock Ownership Plan***
          9.7   Management Recognition and Development Plan****
          9.8   1998 Stock Option Plan****
          9.9   1993 Stock Option and Incentive Plan****
          21    Subsidiaries of Registrant(1)
          23    Consent of Independent Auditors(1)

(1)   Exhibits filed with the Securities and Exchange Commission as part of
      this Form 10-K are excluded.  Copies are available upon request.

*     Filed as an exhibit to the Registrant's Registration Statement on Form
      S-1 (Registration No. 333-30203), and incorporated herein by reference.
**    Filed as an exhibit to the Registrant's Form 10-Q for the quarter ended
      September 30, 1997, and incorporated herein by reference.
***   Filed as an exhibit to the Registrant's Form 10-K for the year ended
      March 31, 1998, and incorporated herein by reference.
****  Filed on October 23, 1998, as an exhibit to the Registrant's
      Registration Statement on Form S-8, and incorporated herein by
      reference.

     (b)  Reports on Form 8-K:  No Forms 8-K were filed during the quarter
          ended March 31, 2002.

                                  E-82

<PAGE>



                              SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        RIVERVIEW BANCORP, INC.

Date:  May 30, 2002
                                        By:   /s/Patrick Sheaffer
                                        -------------------
                                        Patrick Sheaffer
                                        Chairman of the Board
                                        President and Chief Executive Officer
                                       (Duly Authorized Representative)

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.

By:   /s/ Patrick Sheaffer              By:   /s/ Ronald A. Wysaske
      --------------------                    ---------------------
      Patrick Sheaffer                        Ronald A. Wysaske
      Chairman of the Board                   Executive Vice President,
      President and Chief Executive Officer   Treasurer and Chief Financial
     (Principal Executive Officer)             Officer
                                              (Principal Financial and
                                                 Accounting Officer)

Date: May 30, 2002                      Date:  May 30, 2002


By:   /s/ Robert K. Leick               By:   /s/ Paul L. Runyan
      -------------------                     ------------------
      Robert K. Leick                         Paul L. Runyan
      Director                                Director


Date: May 30, 2002                      Date:  May 30, 2002



By:   /s/ Edward R. Geiger              By:   /s/ Gary R. Douglass
      --------------------                   ---------------------
      Edward R. Geiger                       Gary R. Douglass
      Director                               Director

Date: May 30, 2002                      Date:  May 30, 2002



By:   /s/ Michael D. Allen
      --------------------
      Michael D. Allen
      Director

Date:   May 30, 2002

                                     E-83

<PAGE>



                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                                FORM 10-Q

(Mark One)
  X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES
- -----  EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2002
                               -----------------

                               OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES
- -----  EXCHANGE ACT OF 1934

For the transition period from       to
                               -----    -----

                     Commission File Number: 0-22957

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

Washington                                                        91-1838969
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification No.)

             900 Washington, Suite 900 Vancouver, WA     98660
                   (Address of principal executive office)

Registrant's telephone number, including area code: (360)693-6650

Check whether the registrant: (1)  filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No_.

Check whether the registrant is an accelerated filer (as defined in Rule 12b-2
of the Exchange Act).  Yes___ No X

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date:  Common Stock, $.01 par value---4,334,119 shares as of
December 31, 2002.

                                    E-84

<PAGE>



                                Form 10-Q

                 RIVERVIEW BANCORP, INC. AND SUBSIDIARY
                                 INDEX

Part I.  Financial Information                                       Page
         ---------------------                                       ----

Item 1: Financial Statements (Unaudited)

       Consolidated Balance Sheets
       as of December 31, 2002 and March 31, 2002                     1

       Consolidated Statements of Income: Three and Nine
       Months Ended December 31, 2002 and 2001                        2

       Consolidated Statements of Shareholders' Equity
       for the Year Ended March 31, 2002 and the
       Nine Months Ended December 31, 2002                            3

       Consolidated Statements of Cash Flows for the
       Nine Months Ended December 31, 2002 and 2001                   4

       Notes to Consolidated Financial Statements                  5-13

 Item 2: Management's Discussion and Analysis of
         Financial Condition and Results of Operations            14-23

 Item 3: Quantitative and Qualitative Disclosures
         About Market Risk                                           24

 Item 4: Controls and Procedures                                     24


Part II. Other Information                                           25


SIGNATURES                                                           26

Certifications                                                    27-30

                                    E-85

<PAGE>



Part I. Financial Information
Item I. Financial statements (Unaudited)

RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 and MARCH 31, 2002
                                                     DECEMBER 31,  MARCH 31,
(In thousands, except share data)  (Unaudited)           2002        2002
- ------------------------------------------------------------------------------
ASSETS

Cash (including interest-earning accounts of
  $29,645 and $14,369)                                $  50,980     $  22,492
Loans held for sale                                       1,357         1,826
Investment securities available for sale, at fair
  value (amortized cost of $22,566 and $18,925)          20,980        18,275
Mortgage-backed securities held to maturity, at
  amortized cost (fair value of $3,584 and $4,485)        3,520         4,386
Mortgage-backed securities available for sale, at
  fair value (amortized cost of $18,226 and $36,462)     18,767        36,999
Loans receivable (net of allowance for loan losses
  of $2,806 and $2,537)                                 305,701       286,704
Real estate owned                                           954           853
Prepaid expenses and other assets                           744           525
Accrued interest receivable                               1,509         1,902
Federal Home Loan Bank stock, at cost                     5,563         5,317
Premises and equipment, net                               9,850        10,607
Deferred income taxes, net                                1,084           607
Mortgage servicing rights, net                              680           912
Core deposit intangible, net                                451           696
                                                      ---------     ---------
TOTAL ASSETS                                          $ 422,140     $ 392,101
                                                      =========     =========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
Deposit accounts                                      $ 314,388     $ 259,690
Accrued expenses and other liabilities                    3,904         4,001
Advance payments by borrowers for taxes and insurance        97           233
Federal Home Loan Bank advances                          50,000        74,500
                                                      ---------     ---------
Total liabilities                                       368,389       338,424

COMMITMENTS AND CONTINGENCIES (NOTE 14)

SHAREHOLDERS' EQUITY:
Serial preferred stock, $.01 par value; 250,000
  authorized, issued and outstanding, none                    -             -
Common stock, $.01 par value; 50,000,000 authorized
  December 31, 2002 - 4,560,958 issued, 4,334,119
    outstanding
  March 31, 2002 - 4,735,066 issued, 4,458,456
    outstanding                                              46            47
Additional paid-in capital                               33,273        35,725
Retained earnings                                        23,000        20,208
Unearned shares issued to employee stock ownership
  trust                                                  (1,856)       (2,010)
Unearned shares held by the management recognition
  and development plan                                      (22)         (218)
Accumulated other comprehensive loss                       (690)          (75)
                                                      ---------     ---------
     Total shareholders' equity                          53,751        53,677
                                                      ---------     ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $ 422,140     $ 392,101
                                                      =========     =========

See notes to consolidated financial statements.

                                    E-86

<PAGE>



RIVERVIEW BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Income

                                      Three Months Ended    Nine Months Ended
(In thousands, except                     December 31,         December 31,
share data)(Unaudited)                 2002        2001     2002        2001
- ------------------------------------------------------------------------------

INTEREST INCOME:
  Interest and fees on loans
    receivable                       $ 5,869     $ 6,019   $ 17,842  $ 19,118
  Interest on investment securities       74          42        132       296
  Interest on mortgage-backed
    securities                           236         719      1,052     2,142
  Other interest and dividends           315         466      1,058     1,643
                                     -------     -------   --------  --------
       Total interest income           6,494       7,246     20,084    23,199
                                     -------     -------   --------  --------
INTEREST EXPENSE:
  Interest on deposits                 1,293       1,857      4,348     7,281
  Interest on borrowings                 642       1,389      2,418     4,465
                                     -------     -------   --------  --------
       Total interest expense          1,935       3,246      6,766    11,746
                                     -------     -------   --------  --------

       Net interest income             4,559       4,000     13,318    11,453
  Less provision for loan losses         190         210        517       720
                                     -------     -------   --------  --------
       Net interest income after
        provision for loan losses      4,369       3,790     12,801    10,733
                                     -------     -------   --------  --------
NON-INTEREST INCOME:
  Fees and service charges             1,221       1,005      3,183     2,759
  Asset management services              179         176        549       564
  Gain on sale of loans held for sale    494         396      1,108       777
  Gain on sale of securities             162           -        162       863
  Gain on sale of other real estate
   owned                                  13          14         42        32
  Gain on sale of land and fixed assets    -           -          -         4
  Loan servicing income (expense)        (97)         28       (438)       40
  Other                                   22          18         62        51
                                     -------     -------   --------  --------

        Total non-interest income      1,994       1,637      4,668     5,090
                                     -------     -------   --------  --------
NON-INTEREST EXPENSE:
  Salaries and employee benefits       2,095       1,981      6,164     5,722
  Occupancy and depreciation             619         539      1,853     1,612
  Data processing                        197         176        614       571
  Amortization of core deposit
    intangible                            82          82        245       245
  Marketing expense                       92         101        502       464
  FDIC insurance premium                  13          13         35        39
  State and local taxes                   94         103        285       305
  Telecommunications                      59          65        157       181
  Professional fees                      105          81        310       244
  Other                                  339         328        939       956
                                     -------     -------   --------  --------
        Total non-interest expense     3,695       3,469     11,104    10,339
                                     -------     -------   --------  --------

INCOME BEFORE FEDERAL INCOME TAXES     2,668       1,958      6,365     5,484

PROVISION FOR FEDERAL INCOME TAXES       896         599      2,027     1,672
                                     -------     -------   --------  --------

NET INCOME                           $ 1,772     $ 1,359   $  4,338  $  3,812
                                     =======     =======   ========  ========
Earnings per common share:
  Basic                              $  0.41     $  0.30    $  0.99   $  0.83
  Diluted                               0.40        0.30       0.98      0.82

Weighted average number of
 shares outstanding:
  Basic                            4,322,835   4,523,853  4,369,492 4,604,082
  Diluted                          4,377,413   4,560,202  4,428,155 4,645,716

See notes to consolidated financial statements.

                                    E-87

<PAGE>


<PAGE>
<TABLE>

RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED MARCH 31, 2002
AND THE NINE MONTHS ENDED DECEMBER 31, 2002
(Unaudited)


                                                                 Unearned
                                                                 Shares                  Accum-
                                                                 Issued to               ulated
                                                                 Employee                Other
                                 Common      Addi-               Stock       Unearned    Compre-
                                 Stock       tional              Owner-      Shares      hensive
(In thousands, except       ---------------- Paid-in   Retained  ship        Issued to   Income
 per share data)            Shares    Amount Capital   Earnings  Trust       MRDP        (Loss)  Total
- ---------------------------------------------------------------------------------------------------------
<s>                         <c>        <c>   <c>       <c>       <c>         <c>       <c>     <c>

Balance, April 1, 2001      4,655,040  $ 50  $ 38,687  $ 17,349  $ (2,217)  $   (762)  $  (386)  $52,721
 Cash dividends                     -     -         -    (2,009)        -          -         -    (2,009)
 Exercise of stock options     22,345     -        91         -         -          -         -        91
 Stock repurchased and
  retired                    (268,700)   (3)   (3,120)        -         -          -         -    (3,123)
Earned ESOP shares             24,633     -        77         -       207          -         -       284
Earned MRDP shares             25,138     -       (10)        -         -        544         -       534
                            4,458,456    47    35,725    15,340    (2,010)      (218)     (386)   48,498
                            ---------  ----  --------  --------  --------   --------   -------   -------
Comprehensive income
 Net Income                         -     -         -     4,868         -          -         -     4,868
 Other Comprehensive Income:
  Unrealized holding gain on
  securities of $881 (net of
  $454 tax effect) less re-
  classification adjustment
  for net gains included in
  net income of $570
  net of $293 tax effect            -     -         -         -         -          -       311       311
                                                                                                 -------
Total comprehensive income          -     -         -         -         -          -         -     5,179
                            ---------  ----  --------  --------  --------   --------   -------   -------
Balance, March 31, 2002     4,458,456    47    35,725    20,208    (2,010)      (218)      (75)   53,677
 Cash dividends                     -     -         -    (1,633)        -          -         -    (1,633)
 Exercise of stock options      3,992     -        31         -         -          -         -        31
 Stock repurchased and
  retired                    (178,100)   (1)   (2,598)        -         -          -         -    (2,599)
 Earned ESOP shares            24,633     -       117        27       154          -         -       298
 Earned MRDP shares            25,138     -        (2)       60         -        196         -       254
                            ---------  ----  --------  --------  --------   --------   -------   -------
                            4,334,119    46    33,273    18,662    (1,856)       (22)      (75)   50,058
Comprehensive Income
 Net Income                         -     -         -     4,338         -          -         -     4,338
 Other Comprehensive Loss:
 Unrealized holding loss on
 securities of $508 (net of
 $262 tax effect) less re-
 classification adjustment
 for net gains included in
 net income of $107
 net of $55 tax effect              -     -         -         -         -          -      (615)     (615)
                                                                                                 -------
Total comprehensive income          -     -         -         -         -          -         -     3,723
                            ---------  ----  --------  --------  --------   --------   -------   -------
Balance, December 31, 2002  4,334,119  $ 46  $ 33,273  $ 23,000  $ (1,856)  $    (22)  $  (690)  $53,751
                            =========  ====  ========  ========  =========  ========   =======   =======

</TABLE>

See notes to consolidated financial statements.

                                    E-88
<PAGE>



RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31,

(In thousands)  (Unaudited)                                2002       2001
- ------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                            $  4,338     $  3,812
 Adjustments to reconcile net income to cash
  provided by operating activities:
   Depreciation and amortization                          1,803        1,225
   Provision for losses on loans                            517          720
   Origination of loans held for sale                   (38,177)     (26,428)
   Proceeds from sales of loans held for sale            38,810       24,641
   Disposition of allowance for loan losses                   -          (29)
   Credit for deferred income taxes                        (161)         131
   Noncash expense related to ESOP benefit                  271          204
   Noncash expense related to MRDP benefit                  194          440
   Decrease in deferred loan origination fees, net
    of amortization                                         536          (35)
   Federal Home Loan Bank stock dividend                   (246)        (265)
   Net gain on sale of real estate owned, mortgage-
    backed and investment securities and premises
    and equipment                                        (1,119)      (1,631)
 Changes in assets and liabilities:
  (Increase) Decrease in prepaid expenses and other
   assets                                                  (225)       1,229
  Decrease in accrued interest receivable                   297          576
  Decrease in accrued expenses and other liabilities        (36)        (204)
                                                       --------     --------
       Net cash provided by operating activities          6,802        4,386
                                                       --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Loan originations                                     (189,503)    (170,693)
 Principal repayments on loans                          168,538      147,394
 Principal repayments on mortgage-backed securities
  held to maturity                                          865        1,574
 Principal repayments on investment securities
  held to maturity                                            -           22
 Purchase of mortgage-backed securities available
  for sale                                                    -       (4,967)
 Proceeds from sale of mortgage-backed securities
  available for sale                                          -       25,944
 Principal repayments on mortgage-backed securities
  available for sale                                     18,183       14,255
 Purchase of investment securities available for sale    (5,000)           -
 Principal repayments on investment securities
  available for sale                                          -        4,641
 Proceeds from call or maturity of investment
  securities available for sale                           1,356        2,500
 Purchase of premises, equipment and other                 (120)      (1,651)
 Purchase of Federal Home Loan Bank stock                     -         (543)
 Proceeds from sale of real estate                        1,456          885
                                                       --------     --------
       Net cash (used in) provided by investing
        activities                                       (4,225)      19,361
                                                       --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Net increase (decrease) in deposit accounts             54,698      (31,576)
 Dividends paid                                          (1,584)      (1,515)
 Repurchase of common stock                              (2,599)      (2,552)
 Proceeds from Federal Home Loan Bank advances            5,000       20,000
 Repayment of Federal Home Loan Bank advances           (29,500)     (25,000)
 Net increase in advance payments by borrowers             (135)        (131)

 Proceeds from exercise of stock options                     31           43
                                                       --------     --------
       Net cash provided by (used in)
        financing activities                             25,911      (40,731)
                                                       --------     --------

NET INCREASE (DECREASE) IN CASH                          28,488      (16,984)
CASH, BEGINNING OF PERIOD                                22,492       38,935
                                                       --------     --------
CASH, END OF PERIOD                                    $ 50,980     $ 21,951
                                                       ========     ========
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
 Interest                                              $  6,972     $ 12,057
 Income taxes                                             1,912        1,525

NONCASH INVESTING AND FINANCING ACTIVITIES:
Mortgage loans securitized and classified as
 mortgage-backed securities available for sale         $      -     $ 40,347
Transfer of loans to real estate owned                    1,527        2,219
Dividends declared and accrued in other liabilities         539          497
Fair value adjustment to securities available for sale     (932)         844
Income tax effect related to fair value adjustment          317         (287)

See notes to consolidated financial statements.

                                    E-89

<PAGE>



                RIVERVIEW BANCORP, INC. AND SUBSIDIARY
              Notes to Consolidated Financial Statements
                               (Unaudited)

(1) Organization and Basis of Presentation
    --------------------------------------

The accompanying unaudited consolidated financial statements were prepared in
accordance with instructions for Form 10-Q and, therefore, do not include all
disclosures necessary for a complete presentation of financial condition,
results of operations, and cash flows in conformity with accounting principles
generally accepted in the United States of America.  However, all adjustments
that are, in the opinion of management, necessary for a fair presentation of
the interim unaudited financial statements have been included.  All such
adjustments are of a normal recurring nature.

The unaudited consolidated financial statements should be read in conjunction
with the audited financial statements included in the Riverview Bancorp, Inc.
2002 Annual Report on Form 10-K. The results of operations for the three and
nine months ended December 31, 2002 are not necessarily indicative of the
results, which may be expected for the entire fiscal year.

(2) Principles of Consolidation
    ---------------------------

The accompanying unaudited consolidated financial statements of Riverview
Bancorp, Inc. and Subsidiary (the "Company") include all the accounts of
Riverview Bancorp, Inc. and the consolidated accounts of its wholly-owned
subsidiary, Riverview Community Bank (the "Community Bank"), and the Community
Bank's majority-owned subsidiary, Riverview Asset Management Corporation
("RAMCORP.") and wholly-owned subsidiary, Riverview Services, Inc.  All
references to the Company herein include the Community Bank where applicable.
All inter-company balances and transactions have been eliminated upon
consolidation.

(3) Comprehensive Income
    --------------------

Comprehensive income is defined as the change in equity during a period from
transactions and other events from nonowner sources.  Comprehensive income is
the total of net income and other comprehensive income, which for the Company
is comprised of unrealized gains and losses on securities available for sale
adjusted for gains and losses on securities available for sale included in
non-interest income.

For the three months and nine months ended December 31, 2002, the Company's
total comprehensive income was $1.0 million and $3.7 million, respectively,
compared to $1.1 million and $4.4 million for the three and nine months ended
December 31, 2001, respectively.

Total comprehensive income for the three and nine months ended December 31,
2002 is comprised of net income of $1.8 million and $4.3 million and other
comprehensive loss of $818,000 and $615,000, net of tax effect, respectively.
Other comprehensive income for the three months and nine months ended December
31, 2002, consists of unrealized securities loss of $711,000 and $508,000, net
of tax effect, less gain on securities available for sale included in
non-interest income of $107,000 for both periods, net of tax effect,
respectively.

Total comprehensive income for the three and nine months ended December 31,
2001 is comprised of net income of $1.4 million and $3.8 million and other
comprehensive (loss) income of ($258,000) and $557,000, net of tax effect,
respectively. Other comprehensive income for the three months and nine months
ended December 31, 2001, consists of unrealized securities (loss) gains of
($258,000) and $1.1 million, net of tax effect, respectively, less gains on
securities available for sale included in non-interest income of $570,000 for
the nine month period, net of tax effect.

                                    E-90

<PAGE>



(4) Earnings Per Share
    ------------------

Basic Earnings per Share ("EPS") is computed by dividing net income applicable
to common stock by the weighted average number of common shares outstanding
during the period, without considering any dilutive items.  Diluted EPS is
computed by dividing net income applicable to common stock by the weighted
average number of common shares and common stock equivalents for items that
are dilutive, net of shares assumed to be repurchased using the treasury stock
method at the average share price for the Company's common stock during the
period.  Common stock equivalents arise from assumed conversion of outstanding
stock options and awarded but not released Management Recognition and
Development Plan ("MRDP") shares.  Employee Stock Ownership Plan ("ESOP")
shares are not considered outstanding for EPS purposes until they are
committed to be released.

                                                Three Months Ended
                                                   December 31,
                                          ------------------------------
                                          2002                      2001
                                          ----                      ----
Basic EPS computation:
 Numerator-Net Income                     $   1,772,000     $  1,359,000
 Denominator-Weighted average common
  shares outstanding                          4,322,835        4,523,853

Basic EPS                                 $       0. 41     $      0. 30
                                          =============     ============
Diluted EPS computation:
 Numerator-Net Income                     $   1,772,000     $  1,359,000
 Denominator-Weighted average common
  shares outstanding                          4,322,835        4,523,853

 Effect of dilutive stock options                52,393           36,349
 Effect of dilutive MRDP                          2,185                -
                                          -------------     ------------
 Weighted average common shares
  and common stock equivalents                4,377,413        4,560,202

Diluted EPS                               $        0.40     $       0.30
                                          =============     ============

                                                Nine Months Ended
                                                   December 31,
                                          ------------------------------
                                          2002                      2001
                                          ----                      ----
Basic EPS computation:
 Numerator-Net Income                     $   4,338,000     $  3,812,000
 Denominator-Weighted average
  common shares outstanding                   4,369,492        4,604,082

 Basic EPS                                $       0. 99     $      0. 83
                                          =============     ============
Diluted EPS computation:
 Numerator-Net Income                     $   4,338,000     $  3,812,000
 Denominator-Weighted average
  common shares outstanding                   4,369,492        4,604,082
 Effect of dilutive stock options                46,235           32,268
 Effect of dilutive MRDP                         12,428            9,366
                                          -------------     ------------
 Weighted average common shares
  and common stock equivalents                4,428,155        4,645,716


Diluted EPS                               $        0.98     $       0.82
                                          =============     ============

                                    E-91

<PAGE>



(5)  Investment Securities
     ---------------------

There were no sales of investment securities classified as held to maturity
during the periods ended December 31, 2002 and 2001.

The amortized cost and approximate fair value of investment securities
available for sale consisted of the following (in thousands):

                                               Gross        Gross   Estimated
                             Amortized    Unrealized   Unrealized        Fair
December 31, 2002                 Cost         Gains       Losses       Value
                             ---------    ----------   ----------   ---------

Trust preferred securities   $   5,000    $        -   $      (50)  $   4,950
Equity securities               15,000             -       (1,700)     13,300
School district bonds            2,566           164            -       2,730
                             ---------    ----------   ----------   ---------
                             $  22,566    $      164   $   (1,750)  $  20,980
                             =========    ==========   ==========   =========

March 31, 2002

Equity securities            $  16,356    $       27   $     (709)  $  15,674
School district bonds            2,569            34           (2)      2,601
                             ---------    ----------   ----------   ---------
                             $  18,925    $       61   $     (711)  $  18,275
                             =========    ==========   ==========   =========

Investment securities with an amortized cost of $15.0 million and $15.0
million and a fair value of $13.3 million and $14.4 million at December 31,
2002 and March 31, 2002, respectively, were pledged as collateral for advances
at the Federal Home Loan Bank.

The contractual maturities of securities available for sale are as follows (in
thousands):

                              Amortized   Estimated
December 31, 2002               Cost      Fair Value
                              ---------   ----------
Due after one year through
 five years                   $     908   $     972
Due after five years through
 ten years                        1,041       1,116
Due after ten years              20,617      18,892
                              ---------   ---------
                              $  22,566   $  20,980
                              =========   =========

(6) Mortgage-backed Securities
    --------------------------

Mortgage-backed securities held to maturity consisted of the following (in
thousands):

                                               Gross        Gross   Estimated
                             Amortized    Unrealized   Unrealized        Fair
                                  Cost         Gains       Losses       Value
                             ---------    ----------   ----------   ---------
December 31, 2002
REMICs                       $   1,804    $       16   $        -   $   1,820
FHLMC mortgage-backed
 securities                        659            11            -         670
FNMA mortgage-backed
 securities                      1,057            37            -       1,094
                             ---------    ----------   ----------   ---------

                             $   3,520    $       64   $        -   $   3,584
                             =========    ==========   ==========   =========
March 31, 2002
 REMICs                      $   1,804    $       40   $        -   $   1,844
 FHLMC mortgage-backed
  securities                       964            12            -         976
 FNMA mortgage-backed
  securities                     1,618            47            -       1,665
                             ---------    ----------   ----------   ---------
                             $   4,386    $       99   $        -   $   4,485
                             =========    ==========   ==========   =========

                                    E-92

<PAGE>



The contractual maturities of mortgage-backed securities classified as held to
maturity are as follows (in thousands):

                              Amortized   Estimated
December 31, 2002               Cost      Fair Value
                              ---------   ----------

Due after one year through
 five years                   $     753   $     773
Due after five years through
 ten years                            2           2
Due after ten years               2,765       2,809
                              ---------   ---------
                              $   3,520   $   3,584
                              =========   =========

Mortgage-backed securities held to maturity with an amortized cost of $2.3
million and $2.8 million and a fair value of $2.4 million and $2.9 million at
December 31, 2002 and March 31, 2002, respectively, were pledged as collateral
for governmental public funds held by the Company.  The real estate mortgage
investment conduits ("REMICs") consist of Federal Home Mortgage Corporation
("FHLMC"), Federal National Mortgage Association ("FNMA") and privately issued
securities.

There were no sales of mortgage-backed securities held to maturity during the
periods ended December 31, 2002 and 2001.

Mortgage-backed securities available for sale consisted of the following (in
thousands):

                                               Gross        Gross   Estimated
                             Amortized    Unrealized   Unrealized        Fair
                                  Cost         Gains       Losses       Value
                             ---------    ----------   ----------   ---------
December 31, 2002
 REMICs                      $  10,115    $      160   $      (36)  $  10,239
 FHLMC mortgage-backed
  securities                     7,482           396            -       7,878
 FNMA mortgage-backed
  securities                       629            21            -         650
                             ---------    ----------   ----------   ---------
                             $  18,226    $      577   $      (36)  $  18,767
                             =========    ==========   ==========   =========
March 31, 2002
 REMICs                      $  25,053    $      144   $      (83)  $  25,114
 FHLMC mortgage-backed
  securities                    10,519           453            -      10,972
 FNMA mortgage-backed
  securities                       890            23            -         913
                             ---------    ----------   ----------   ---------
                             $  36,462    $      620   $      (83)  $  36,999
                             =========    ==========   ==========   =========

The contractual maturities of mortgage-backed securities available for sale
are as follows (in thousands):

                              Amortized   Estimated
December 31, 2002               Cost      Fair Value
                              ---------   ----------

Due after one year through
 five years                   $   7,998   $    8,410
Due after five years through
 ten years                          801          803
Due after ten years               9,427        9,554
                              ---------   ----------
                              $  18,226   $   18,767
                              =========   ==========

Expected maturities of mortgage-backed securities held to maturity will differ
rom contractual maturities because borrowers may have the right to prepay
obligations with or without prepayment penalties.

Mortgage-backed securities available for sale with an amortized cost of $6.3
million and a fair value of $6.3 million March 31, 2002 were pledged as
collateral for borrowings from the discount window at the Federal Reserve Bank

                                    E-93

<PAGE>



of San Francisco.  Mortgage-backed securities with an amortized cost of $15.1
million and $23.3 million and a fair value of $15.6 million and $23.8 million
at December 31, 2002 and March 31, 2002, respectively, were pledged as
collateral for advances at the Federal Home Loan Bank. Mortgage-backed
securities with an amortized cost of $2.1 million and $4.9 million and a fair
value of $2.1 million and $4.8 million at December 31, 2002 and March 31,
2002, respectively, were pledged as collateral for treasury tax and loan funds
held by the Company.

(7) Loans Receivable
    ----------------

Loans receivable consisted of the following (in thousands):

                                 December 31,        March 31,
                                     2002              2002
                                 ---------          ---------
Residential:
 One- to- four family            $  65,556          $  71,710
 Multi-family                        6,955              9,895
 Construction:
  One- to- four family              64,519             71,148
  Multi-family                       2,100              4,000
  Commercial real estate             7,296              5,230
 Commercial                         34,293             23,319
 Consumer:
  Secured                           23,799             24,932
  Unsecured                          1,448              1,447
 Land                               36,005             27,406
 Commercial real estate            100,152             84,094
                                 ---------          ---------
                                   342,123            323,181
 Less:
  Undisbursed portion of loans      30,689             30,970
  Deferred loan fees                 2,927              2,970
  Allowance for loan losses          2,806              2,537
                                 ---------          ---------
  Loans receivable, net          $ 305,701          $ 286,704
                                 =========          =========

(8) Allowance for Loan Losses
    -------------------------

A reconciliation of the allowances for loan losses is as follows (in
thousands):

                        Three Months Ended    Nine Months Ended
                          December 31,          December 31,
                        ------------------    -----------------
                          2002      2001        2002      2001
                          ----      ----        ----      ----

Beginning balance       $ 2,689   $ 2,234     $ 2,537   $ 1,916
Provision for losses        190       210         517       720
Charge-offs                 (77)     (227)       (261)     (340)
Recoveries                    4         6          13         8
Dispositions                  -         -           -       (81)
                        -------   -------     -------   -------
Ending balance          $ 2,806   $ 2,223     $ 2,806   $ 2,223
                        =======   =======     =======   =======

At December 31, 2002 and March 31, 2002, the Company's recorded investment in
loans for which impairment has been recognized under the guidance of Statement
of Financial Accounting Standards ("SFAS") No. 114 and SFAS No. 118 was
$327,000 and $1.4 million, respectively. The allowance for loan losses in
excess of specific reserves is available to absorb losses from all loans,
although allocations have been made for certain loans and loan categories as
part of management's analysis of the allowance. The average investment in
impaired loans was approximately $1.3 million, $937,000 and $1.1 million

                                    E-94

<PAGE>



during the nine months ended December 31, 2002, December 31, 2001 and the year
ended March 31, 2002 respectively.

(9) Loans held for Sale
    -------------------

The Company identifies loans held for sale at the time of origination and they
are carried at the lower of aggregate cost or net realizable value.  Market
values are derived from available market quotations for comparable pools of
mortgage loans.  Adjustments for unrealized losses, if any, are charged to
income.

(10) Intangible Assets
     -----------------

The results for the quarter ended December 31, 2002, include the effect of
adopting SFAS No. 142, Goodwill and Other Intangible Assets.  SFAS No. 142
provides that goodwill is no longer amortized and the value of an identifiable
intangible asset must be amortized over its useful life, unless the asset is
determined to have an indefinite life.  The Company does not have goodwill,
but does have identifiable intangible assets of core deposit intangible and
mortgage servicing rights ("MSR") that will continue to be amortized.  The
Company adopted SFAS No. 142 on April 1, 2002.

Intangible asset balances (excluding MSR) consisted of the following (in
thousands):

                                         December 31, 2002
                                ----------------------------------
                                Carrying    Accumulated
                                Amount      Amortization      Net
                                ------      ------------      ---

Core deposit intangible         $ 3,269       $ 2,818        $ 451
                                =======       =======        =====

                                          March 31, 2002
                                ----------------------------------
                                Carrying    Accumulated
                                Amount      Amortization      Net
                                ------      ------------      ---

Core deposit intangible         $ 3,269       $ 2,573        $ 696
                                =======       =======        =====

                                        Amortization Expense
                                     Quarter Ended December 31,
                                         2002       2001
                                     --------------------------

Core deposit intangible                  $ 82       $ 82
                                         ====       ====

                                        Amortization Expense
                                          Nine Months Ended
                                            December 31,
                                         2002       2001
                                     --------------------------

Core deposit intangible                  $245       $245
                                         ====       ====

The value of the MSR asset is subject to prepayment risk.  Future expected net
cash flows from servicing a loan in the servicing portfolio are not realized
if the loan pays off earlier than anticipated.  If loans payoff earlier than
anticipated there is no economic benefit since loans in our servicing
portfolio do not contain penalty provisions for early payoff.

                                    E-95

<PAGE>



An estimated fair value of MSR is determined quarterly using a discounted cash
flow model.  The model estimates the present value of the future net cash
flows of the servicing portfolio based on various factors, such as servicing
costs, servicing income, expected prepayments speeds, discount rate, loan
maturity and interest rate.  MSR impairment is recorded in the amount that the
estimated fair value is less than the MSR carrying value.

Changes in balance of MSR, net of valuation, were as follows (in thousands):

                                        Three Months Ended December 31,
                                              2002          2001
                                        -------------------------------

Beginning balance                            $ 636         $ 751
Additions                                      227           144
Amortization                                   (75)          (57)
Impairment adjustment                         (108)            -
                                             -----         -----
Total                                        $ 680         $ 838
                                             =====         =====

Allowance at beginning of period             $ 477         $  93
Provision for impairment                       108             -
                                             -----         -----
Allowance at end of period                   $ 585         $  93
                                             =====         =====

                                         Nine Months Ended December 31,
                                              2002           2001
                                        -------------------------------

Beginning balance                            $ 912         $ 447
Additions                                      461           565
Amortization                                  (202)         (130)
Impairment adjustment                         (491)          (44)
                                             -----         -----
Total                                        $ 680         $ 838
                                             =====         =====

Allowance at beginning of period             $  94         $  49
Provision for impairment                       491            44
                                             -----         -----
Allowance at end of period                   $ 585         $  93
                                             =====         =====


Amortization expense for the net carrying amount of intangible assets at
December 31, 2002 is estimated to be as follows (in thousands):

                                Fiscal year
                              --------------
                              2003    $  158
                              2004       593
                              2005       249
                              2006       127
                              2007         4
                                      ------
                              Total   $1,131
                                      ======

(11) Borrowings

Borrowings are summarized as follows (in thousands):

                                            December 31,      March 31,
                                               2002             2002
                                               ----             ----

Federal Home Loan Bank Advances              $50,000          $74,500
                                             =======          =======

     Weighted average interest rate:          5.04%            6.10%
                                              ====             ====

                                    E-96

<PAGE>



Borrowings have the following maturities at December 31, 2002 (in thousands):

                          Fiscal Year
                          -----------

                          2003             $  10,000
                          2004                     -
                          2005                     -
                          2006                15,000
                          2007                20,000
                          2008                 5,000
                                           ---------
                                           $  50,000
                                           =========

(12) Shareholders' Equity
     --------------------

Repurchase of Common stock

In September 2002, the Company announced a stock repurchase of up to 5%, or
14,000 shares, of its outstanding common stock.  At December 31, 2002, no
shares had been repurchased under this plan.

In July 2001, the Company received regulatory approval to repurchase up to
10% or 465,504 shares of its outstanding shares at June 30, 2001. At December
31, 2002 446,800 shares had been repurchased at an average cost of $12.81 per
share.  Since the Company is a Washington corporation and the State of
Washington treats all treasury stock as retired upon purchase, all purchases
of treasury stock reduce stock issued and the cost of treasury stock acquired
is charged to par value and paid-in capital.

(13) Recently Issued Accounting Pronouncements
     -----------------------------------------

In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") SFAS No. 148, Accounting
for Stock-Based Compensation -- Transition and Disclosure, an amendment of
FASB Statement No. 123. This Statement amends FASB Statement No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used on
reported results.  Upon the adoption of the provisions of SFAS No. 148 on
March 31, 2003 the Company does not believe there will be a material effect on
the its financial statements, as the Company does not currently use the fair
value based method of accounting for stock-based employee compensation.

In September 2002, the FASB issued SFAS No. 147, Acquisitions of Certain
Financial Institutions. This Statement removes acquisitions of financial
institutions from the scope of both SFAS No. 72, Accounting for Certain
Acquisitions of Banking or Thrift Institutions, and FASB Interpretation No. 9,
Applying APB Opinions No. 16 and 17 When a Savings and Loan Association or a
Similar Institution Is Acquired in a Business Combination Accounted for by the
Purchase Method, and requires that those transactions be accounted for in
accordance with SFAS No. 141, Business Combinations, and SFAS No. 142,
Goodwill and Other Intangible Assets.  As a result, the requirement in SFAS
No. 72 to recognize (and subsequently amortize) any excess of the fair value
of liabilities assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset no longer
applies to acquisitions within the scope of this Statement.

In addition, this Statement amends SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, to include in its scope long-term customer-

                                    E-97

<PAGE>

relationship intangible assets of financial institutions such as depositor-
and borrower-relationship intangible assets and credit cardholder intangible
assets.  Consequently, those intangible assets are subject to the same
undiscounted cash flow recoverability test and impairment loss recognition and
measurement provisions that SFAS No. 144 requires for other long-lived assets
that are held and used.

This Statement is effective for acquisitions under the purchase method of
accounting for which the date of acquisition is on or after October 1, 2002.
The provisions in this Statement related to accounting for the impairment or
disposal of certain long-term customer-relationship intangible assets are
effective on October 1, 2002.  Transition provisions for previously recognized
unidentifiable intangible assets are effective on October 1, 2002, with
earlier application permitted.  The Company believes there will be no current
impact of adopting the provisions of this statement on its financial
statements.

In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets. The Statement required discontinuing the amortization of goodwill and
other intangible assets with indefinite useful lives. Instead, these assets
will be tested periodically for impairment and written down to their fair
market value as necessary. Upon the adoption of the provisions of SFAS No. 142
at April 1, 2002 there was no effect on the Company's financial statements, as
the Company does not currently have any goodwill.  The Company's current
intangible assets consist of core deposit intangibles and mortgage servicing
rights.

(14) Commitments and Contingencies
     -----------------------------

The Company is a party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments generally include commitments to originate
mortgage, consumer and commercial loans.  Those instruments involve, to
varying degrees, elements of credit and interest rate risk in excess of the
amount recognized in the balance sheet.  The Company's maximum exposure to
credit loss in the event of nonperformance by the borrower is represented by
the contractual amount of those instruments.  The Company uses the same credit
policies in making commitments as it does for on-balance sheet instruments.
Commitments to extend credit are conditional, and are honored for up to 45
days subject to the Company's usual terms and conditions. Collateral is not
required to support commitments.

At December 31, 2002, the Company had commitments to originate fixed rate
mortgages of $5.7 million at interest rates ranging from 4.375% to 7.625%.  At
December 31, 2002 adjustable rate mortgage loan commitments were $3.0 million
at an average interest rate of 6.447%.  The undisbursed balance of mortgage
loans closed was $30.7 million at December 31, 2002.  Consumer loan
commitments totaled $1.0 million and unused lines of consumer credit totaled
$15.7 million at December 31, 2002.  Commercial real estate loan commitments
totaled $8.8 million and unused lines of commercial real estate credit totaled
$6.3 million at December 31, 2002. Commercial loan commitments totaled
$520,000 and unused commercial lines of credit totaled $18.3 million at
December 31, 2002.

The Company is a party to litigation arising in the ordinary course of
business.  In the opinion of management, these actions will not have a
material effect, if any, on the Company's financial position, results of
operations, or liquidity.

                                    E-98

<PAGE>



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Safe Harbor Clause.  This report on Form 10-Q contains certain
"forward-looking statements." The Company desires to take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995 and is including this statement for the express purpose of availing
itself of the protection of such safe harbor with forward-looking statements.
These forward-looking statements, which are included in Management's
Discussion and Analysis, describe future plans or strategies and include the
Company's expectations of future financial results.  The words "believe,"
"expect," "anticipate," "estimate," "project," and similar expressions
identify forward-looking statements.  The Company's ability to predict results
or the effect of future plans or strategies is inherently uncertain.  Factors,
which could affect actual results, include interest rate trends, the economic
climate in the Company's market area and the country as a whole, loan
delinquency rates, and changes in federal and state regulation and other risks
detailed in the Company's reports filed with the Securities and Exchange
Commission.  These factors should be considered in evaluating the
forward-looking statements, and undue reliance should not be placed on such
statements.

Critical Accounting Policies

The Company has established various accounting policies that govern the
application of accounting principles generally accepted in the United States
of America in the preparation of the Company's consolidated financial
statements.  The Company has identified two policies that due to judgments,
estimates and assumptions inherent in those policies are critical to an
understanding of the Company's consolidated financial statements.  These
policies relate to the methodology for the determination of the allowance for
loan losses and the valuation of mortgage servicing rights.  These policies
and the judgments, estimates and assumptions are described in greater detail
in Management's Discussion and Analysis and in Note 1, Note 6 and Note 8 to
the Consolidated Financial Statements included in the Company's 2002 Annual
Report on Form 10-K.  Management believes that the judgments, estimates and
assumptions used in the preparation of the Company's consolidated financial
statements are appropriate given the factual circumstances at the time.
However, given the sensitivity of the Company's consolidated financial
statements to these critical accounting policies, the use of other judgments,
estimates and assumptions could result in material differences in our results
of operations or financial condition.

General

The Company is a progressive community-oriented, financial institution, which
emphasizes local, personal service to residents of its primary market area.
The Company considers Clark, Cowlitz, Klickitat and Skamania counties of
Washington as its primary market area. The Company is engaged primarily in the
business of attracting deposits from the general public and using such funds
in its primary market area to originate mortgage loans secured by one- to-
four family residential real estate, multi-family, commercial construction,
commercial real estate and non-mortgage loans providing financing for business
commercial ("commercial") and consumer purposes. Commercial real estate loans
and commercial loans have grown from 5.22% and 0.93% of the loan portfolio,
respectively, in fiscal year 1998 to 31.41% and 10.02% respectively, at
December 31, 2002.   The Company continues to change the composition of its
loan portfolio and deposit base as part of its migration to commercial
banking, subject to market conditions. The consolidation among financial
institutions in the Company's primary market area has created a significant
gap in the ability of the resulting financial institutions to serve customers.
The Company's strategic plan includes targeting this customer base,

                                    E-99

<PAGE>





specifically small and medium size businesses, professionals and wealth
building individuals.  In pursuit of these goals, the Company will emphasize
controlled growth and the diversification of its loan portfolio to include a
higher portion of commercial and commercial real estate loans.  A related goal
is to increase the proportion of personal and business checking account
deposits used to fund these new loans.  Significant portions of these new loan
products carry adjustable rates, higher yields, or shorter terms and higher
credit risk than the traditional fixed-rate mortgages.  The strategic plan
stresses increased emphasis on non-interest income, including increased fees
for asset management and deposit service charges.  The strategic plan is
designed to enhance earnings, reduce interest rate risk, and provide a more
complete range of financial services to customers and the local communities
the Company serves.  The Company is well positioned to attract new customers
and to increase its market share given that the administrative headquarters
and eight of its twelve branches are located in Clark County, the fastest
growing county in the state of Washington according to the U.S Census Bureau.

In order to support its strategy of growth, without compromising its local,
personal service to its customers and a commitment to asset quality, the
Company has made significant investments in experienced branch, lending, asset
management and support personnel and has incurred significant costs in
facility expansion.  Control of non-interest expenses remains a high priority
for the management of the Company.

The Company continuously reviews new products and services to give its
customers more financial options. With an emphasis on growth of non-interest
income and control of non-interest expense, all new technology and services
are reviewed for business development and cost saving purposes.  The Company
continues to experience growth in the customer usage of the online banking
services and has recently introduced check image services to its customers.
Customers are able to conduct a full range of services on a real-time basis,
including balance inquiries, transfers and electronic bill-paying.  This
online service has also enhanced the delivery of cash management services to
commercial customers. The internet banking branch web site is
www.riverviewbank.com.

The Company conducts operations from its home office in Vancouver and twelve
branch offices in Camas, Washougal, Stevenson, White Salmon, Battle Ground,
Goldendale, Vancouver (five branch offices) and Longview, Washington.  The
Company's market area for lending and deposit taking activities encompasses
Clark, Cowlitz, Skamania and Klickitat counties, throughout the Columbia River
Gorge area.  The Company operates a trust and financial services company,
AMCORP., located in downtown Vancouver, Washington.  Riverview Mortgage, a
mortgage broker division of the Company originates mortgage loans (including
construction loans) for various mortgage companies predominantly in the
Portland metropolitan area, as well as for the Company.  The Business and
Professional Banking Division located at the downtown Vancouver main branch
offers commercial and business banking services. Vancouver is located in Clark
County, which is just north of Portland, Oregon.

Several businesses are located in the Vancouver area because of the favorable
tax structure and relatively lower energy costs in Washington as compared to
Oregon.  Washington has no state income tax and Clark County operates a public
electric utility that provides relatively lower cost electricity.  Located in
the Vancouver area are Sharp Electronics, Hewlett Packard, Georgia Pacific,
Underwriters Laboratory and Wafer Tech, as well as several support industries.
In addition to this industrial base, the Columbia River Gorge Scenic Area has
been a source of tourism, which has transformed the area from its past
dependence on the timber industry.

The Company, a Washington corporation, was organized on June 23, 1997 for the
purpose of becoming the holding company for Riverview Community Bank (formerly
Riverview Savings Bank, FSB) upon Riverview Savings Bank's reorganization as a

                                    E-100
<PAGE>



wholly owned subsidiary of the Company resulting from the conversion of
Riverview, M.H.C. from a federal mutual holding company to a stock holding
company ("Conversion and Reorganization").  The Conversion and Reorganization
was completed on September 30, 1997.  Riverview Savings Bank, FSB changed its
name to Riverview Community Bank effective June 29, 1998.

Financial Condition

At December 31, 2002, the Company had total assets of $422.1 million compared
with $392.1 million at March 31, 2002.  The increase in total assets reflects
the growth in loans.

At December 31, 2002, the Company had $342.1 million in gross loans, an
increase of $18.9 million compared to $323.2 million at March 31, 2002. One-
to- four family residential mortgage loans decreased $6.1 million to $65.6
million at December 31, 2002 from $71.7 million at March 31, 2002 as a result
of management's plan to sell most of the fixed mortgage loans to the FHLMC and
retain the loan servicing of such loans. Commercial loans increased $11.0
million to $34.3 million at December 31, 2002 from $23.3 million at March 31,
2002. The $11.0 million increase consisted of $7.2 million increase in secured
and unsecured lines of credit and $3.8 million increase in term loans.
Commercial real estate loans increased $16.1 to $100.2 million at December 31,
2002 from $84.1 million at March 31, 2002. Land loans increased $8.6 million
to $36.0 million at December 31, 2002 from $27.4 million at March 31, 2002.
The $8.6 million increase reflects the addition of four residential
development loans.  Loans receivable (Note 7) provides a detailed analysis of
the gross loan portfolio at December 31, 2002 as compared to the gross loan
portfolio at March 31, 2002. Consumer, commercial, and land loans carry higher
interest rates and generally a higher degree of credit risk compared to one-
to- four family residential mortgage loans.

Low interest rates continue to cause high prepayments in the Company's REMICs
and mortgage-backed securities portfolio. These high prepayments have
accelerated the decrease in the balance of REMICs and mortgage-backed
securities. Mortgage-backed Securities (Note 6) provides the balance detail.

Deposits totaled $314.4 million at December 31, 2002 compared to $259.7
million at March 31, 2002.  The $54.7 million deposit increase is attributable
to an inflow of funds in all categories of deposits, except for certificates
of deposit, which experienced a $24.6 million decrease. The year to date total
average outstanding balance of checking accounts, Now accounts and money
market accounts ("transaction accounts") increased 38.4% to $160.2 million at
December 31, 2002, compared to $115.7 million at March 31, 2002.  Transaction
accounts represented 54.4% and 43.0% of the year to date average total
outstanding balance of deposits at December 31, 2002 and March 31, 2002,
respectively.

FHLB advances totaled $50.0 million at December 31, 2002, a decrease of $24.5
million from $74.5 million at March 31, 2002.  The decrease is a result of the
repayment of $29.5 million in FHLB advances and the borrowing of $5.0 million
from the FHLB Seattle during the first nine months of fiscal year 2003.

Capital Resources

Total shareholders' equity increased $74,000 to $53.8 million at December 31,
2002 compared to $53.7 million at March 31, 2002. The activity in
shareholders' equity for the first nine months of fiscal year 2003 was $4.3
million in earnings, dividends of $1.6 million, exercise of stock options
$31,000, stock repurchased $2.6 million, earned ESOP shares $298,000, earned
MRDP shares of $254,000 and $615,000 increase in net unrealized loss on
securities available for sale, net of tax benefit.

                                    E-101

<PAGE>



The Company is not subject to any regulatory capital requirements. The
Community Bank, however, is subject to various regulatory capital requirements
implemented by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators, that if undertaken could have a direct
material effect on the Company and the Community Bank's financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Community Bank must meet specific capital guidelines
that involve quantitative measures of the Community Bank's assets,
liabilities, and certain off-balance sheet items as calculated under
regulatory accounting practices. The Community Bank's capital amounts and
classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy
required the Community Bank to maintain amounts and ratios of tangible and
core capital to adjusted total assets and of total risk-based capital to
risk-weighted assets of 1.5%, 3.0%, and 8.0%, respectively. As of December 31,
2002, the Community Bank met all capital adequacy requirements to which it was
subject.

As of December 31, 2002, the most recent notification from the OTS categorized
the Community Bank as "well capitalized" under the regulatory framework for
prompt corrective action. To be categorized as "well capitalized," the
Community Bank must maintain minimum core and total risk-based capital ratios
of 5.0% and 10.0%, respectively. At December 31, 2002, the Community Bank's
tangible, core and risk-based total capital ratios amounted to 12.42%, 12.42%,
and 17.02%, respectively. There are no conditions or events since that
notification that management believes have changed the Community Bank's
category.

The Community Bank's actual and required minimum capital amounts and ratios
are presented in the following table (dollars in thousands):

                                                          Categorized as "Well
                                                           Capitalized" Under
                                      For Capital          Prompt Corrective
                      Actual        Adequacy Purpose       Action Provision
                   -----------------------------------------------------------
                   Amount   Ratio   Amount     Ratio       Amount      Ratio
                   ------   -----   ------     -----       ------      -----
As of December
 31, 2002
Total Capital:
(To Risk
 Weighted
 Assets)          $55,018   17.02%  $25,867     8.0%      $32,334      10.0%
Tier I Capital:
(To Risk
 Weighted
 Assets)           52,212   16.15     N/A       N/A        19,400       6.0
Core Capital:
(To Total
 Assets)           52,212   12.42    12,617     3.0        21,028       5.0
Tangible
 Capital:
 (To Tangible
 Assets)           52,212   12.42     6,308     1.5         N/A         N/A


As of March
 31, 2002
Total Capital:
(To Risk
 Weighted
 Assets)          $51,077   17.04%  $23,987     8.0%     $29,984      10.0%
Tier I Capital:
(To Risk
 Weighted
 Assets)          48,549    16.19     N/A       N/A      17,900        6.0
Core Capital:
(To Total
 Assets)          48,549    12.52   11,637      3.0      19,395        5.0
Tangible Capital:
(To Tangible
 Assets)          48,549    12.52   5,819       1.5         N/A        N/A



                                    E-102

<PAGE>



The following table is a reconciliation of the Community Bank's capital,
calculated according to generally accepted accounting principles, to
regulatory tangible and risk-based capital at December 31, 2002 (in
thousands):

Equity                             $52,040
Net unrealized loss on
 securities available for
 sale, net of tax                      690
Core deposit intangible asset         (451)
Deferred tax and servicing
 asset                                 (67)
                                   -------
        Tangible capital            52,212
General valuation allowance          2,806
                                   -------
        Total capital              $55,018
                                   =======

Liquidity

The Financial Regulatory Relief and Economic Efficiency Act of 2000 repealed
the statutory liquidity requirement for savings associations, citing the
requirement as unnecessary effective July 18, 2001.  In light of this action,
the OTS repealed its liquidity regulations, with some exceptions.  These
exceptions provide that: savings associations must continue to maintain
sufficient liquidity to ensure safe and sound operation; and the appropriate
level of liquidity will vary depending on the activities in which the savings
association engages.  Management does not believe this rule change has had any
adverse impact on the Community Bank's operations.

Sources of capital and liquidity for the Company on a stand-alone basis
include distributions from the Community Bank.  Dividends and other capital
distributions from the Community Bank are subject to regulatory restrictions.

Cash, including interest-earning overnight investments, was $51.0 million at
December 31, 2002 compared to $22.5 million at March 31, 2002. The $28.5
million increase in interest-earning overnight investments is attributable to
the increase liquidity caused by the high level of prepayment experienced in
the Company's mortgage loan portfolio and mortgage-backed securities
portfolio.  Investment securities and mortgage-backed securities available for
sale at December 31, 2002 were $21.0 million and $18.8 million, respectively,
compared to $18.3 million and $37.0 million, respectively, at March 31, 2002.
See "Financial Condition."

Asset Quality

Allowance for loan losses was $2.8 million at December 31, 2002, compared to
$2.5 million at March 31, 2002. Management believes the allowance for loan
losses at December 31, 2002 is adequate to cover potential credit losses
existing in the loan portfolio at that date. No assurances, however, can be
given that future additions to the allowance for loan losses will not be
necessary. The allowance for loan losses is maintained at a level sufficient
to provide for estimated loan losses based on evaluating known and inherent
risks in the loan portfolio.  Pertinent factors considered include size and
composition of the portfolio, actual loss experience, industry trends,
industry data, current economic conditions, and detailed analysis of
individual loans. The appropriate allowance level is estimated based upon
factors and trends identified by management at the time the consolidated
financial statements are prepared. Commercial loans are considered to involve
a higher degree of credit risk than one- to- four family residential loans,
and to be more vulnerable to adverse conditions in the real estate market and
deteriorating economic conditions.

                                    E-103
<PAGE>



Non-performing assets were $1.3 million, or 0.30% of total assets at December
31, 2002 compared with $2.4 million, or 0.61% of total assets at March 31,
2002.  The $327,000 balance of non-accrual loans is composed of one
residential property totaling $127,000, two land loans totaling $133,000 and
four consumer loans totaling $67,000. The $954,000 balance of other real
estate owned consists of two lot loans, one land loan, a one- to- four family
loan and a one- to- four family construction loan.  The following table sets
forth information with respect to the Company's non-performing assets at the
dates indicated:

                                   December 31, 2002      March 31, 2002
                                   -----------------      --------------
                                          (Dollars in thousands)

Loans accounted for on
a non-accrual basis:
Real Estate
     Residential                       $    127             $    830
     Commercial                               -                  297
Land                                        133                  180
Commercial                                    -                   54
Consumer                                     67                   39
                                       --------             --------
     Total                                  327                1,400
                                       --------             --------
Accruing loans which are
contractually past due 90 days
or more                                       2                  122
                                       --------             --------
Total of non-accrual and 90 days
past due loans                              329                1,522
                                       --------             --------

Real estate owned (net)                     954                  853
                                       --------             --------
     Total non-performing assets       $  1,283             $  2,375
                                       ========             ========

Total loans delinquent 90 days
or more to net loans                      0.11%                 0.53%

Total loans delinquent 90 days
or more to total assets                   0.08                  0.39

Total non-performing assets to
total assets                              0.30                  0.61


           Comparison of Operating Results for the Three Months Ended
                          December 31, 2002 and 2001

The Company's net income depends primarily on its net interest income, which
is the difference between interest earned on its loans and investments and the
interest paid on interest-bearing liabilities. Net interest income is
determined by (a) the difference between the yield earned on interest-earning
assets and rates paid on interest-bearing liabilities (interest rate spread)
and (b) the relative amounts of interest-earning assets and interest-bearing
liabilities.  The Company's interest rate spread is affected by regulatory,
economic and competitive factors that influence rates, loan demand and deposit
flows.  Net interest margin is calculated by dividing net interest income by
the average interest-earning assets.  Net interest income and net interest
margin are affected by changes in interest rates, volume and the mix of
interest-earning assets and interest-bearing liabilities, and the level of
non-performing assets.  The Company's net income is also affected by the
generation of non-interest income, which primarily consists of fees and
service charges, loan servicing income, gains and losses on sales of
securities, gains and losses from sale of loans and other income.  In

                                    E-104

<PAGE>



addition, net income is affected by the level of operating expenses and
establishment of a provision for loan losses.

Net income for the three months ended December 31, 2002 was $1.8 million, or
$0.41 per basic share ($0.40 per diluted share) compared to net income of $1.4
million, or $0.30 per basic share ($0.30 per diluted share) for the same
period in fiscal 2002. Net interest income increased $559,000, or 14.0%, to
$4.6 million for the current quarter as compared to $4.0 million during the
same prior year period. Non-interest income includes a $108,000 mortgage
servicing impairment charge for the third quarter of fiscal year 2003 compared
to none in the same prior year period.  The increase in net interest income
was the result of a shift in the deposit mix from higher interest rate
certificates of deposit to lower interest rate transaction accounts. The total
quarterly average outstanding balance of checking accounts, Now accounts and
money market accounts ("transaction accounts")increased $52.8 million, or
42.6%, to $176.6 million at December 31, 2002, compared to $123.8 million at
December 31, 2001.  The quarterly average outstanding balance of certificates
of deposits decreased 15.3% to $105.9 million from $125.1 million at December
31, 2002 and December 31, 2001, respectively.  The decrease in average balance
of certificates of deposit reflected the outflow of funds caused by the lower
interest rate the Company paid.  The payoff of FHLB advances in the second
quarter of fiscal year 2003 also contributed to the increase of net interest
income.

Net interest income increased $941,000 as a result of the change in volume of
average interest-earning assets and liabilities for the three months in fiscal
2003 compared to the same fiscal 2002 period. The change in interest rates for
this same period of comparison decreased net interest income $177,000. Change
in the rate volume mix for the same three month periods reduced net interest
income $205,000.  The interest rate spread increased from 3.49% for the three
month period ended December 31, 2001 to 4.31% for the three month period ended
December 31, 2002.  The net interest margin increased to 4.78% during the
third quarter ended December 31, 2002 from 4.17% for the third quarter ended
December 31, 2001.

Interest income for the three months ended December 31, 2002 was $6.5 million,
a decrease of $752,000, or 10.4% from the $7.2 million interest income for the
same period in the prior fiscal year. Yield on interest-earning assets for the
third quarter of fiscal year 2003 was 6.79% compared to 7.49% for the same
three month period in fiscal year 2002.  The lower third quarter fiscal 2003
yield reflects the lower interest rate environment. The Federal Reserve
discount rate has decreased from 2.50% at September 17, 2001 to 0.75% at
November 6, 2002 during this time period and this change in the discount rate
is reflected in the interest rates of the interest-bearing assets. The lower
interest income in the third quarter of fiscal year 2003 as compared to the
same period in fiscal year 2002 reflects this lower interest rate environment.

Average interest-earning assets decreased to $383.7 million for the three
months ended December 31, 2002 from $388.9 million for the three months ended
December 31, 2001.  The decrease in the average quarterly balance of
interest-earning assets consisted of decreases in mortgage loans,
mortgage-backed securities and daily interest bearing investments partially
offset by an increase in non-mortgage loans and investment securities.
Interest income decreased $149,000 as a result of the decrease in the current
quarter's volume of average interest-earning assets as compared to the volume
of average interest-earning assets in the same fiscal 2002 period.

Interest expense decreased $1.3 million, or 40.4%, to $1.9 million for the
three months ended December 31, 2002 as compared to $3.2 million for the same
three months ended December 31, 2001. The cost of average interest-bearing
liabilities for the second quarter of year 2003 was 2.48% compared to 4.00%
for the same three month period in fiscal year 2002. The lower interest
expense for the three-month period ended December 31, 2002 is the result of

                                    E-105
<PAGE>



the previously mentioned change in the deposit mix, lower interest rates as
well as the reduction of FHLB borrowings in the second quarter of fiscal year
2003 compared to the same period in the prior year. Average interest-bearing
liabilities decreased to $309.6 million at December 31, 2002, from $322.3
million for the third quarter ended December 31, 2001.  The interest expense
impact of the $12.7 million decrease in average interest-earning liabilities
more than offset the interest income impact of the $5.3 million decrease in
average interest-bearing assets. The decrease in the average balance of
interest-bearing liabilities was the result of a decrease in the average
balances of certificates of deposit and FHLB borrowings partially offset by
growth in transaction accounts.  Growth in NOW accounts was used to repay
$25.0 million in FHLB borrowings in the second quarter of fiscal 2003. NOW
accounts continued to have growth during the third quarter of fiscal year 2003
as compared to the same period in the prior year.

The change in interest rates between the periods resulted in a $202,000
reduction in net interest income. This quarterly comparison of the impact of
the changes in interest rates illustrates the asset sensitivity of the balance
sheet for this period of comparison.  The decrease in interest rates reduced
net interest income as a result of repricing the liabilities, especially money
market accounts, certificates of deposit and FHLB borrowings was lagged to the
repricing of loans and securities.  Floors (minimum interest rates) and fixed
rates in the loans and securities helped to reduce the interest rate
sensitivity of the assets.

The provision for loan losses for the three-month period ended December 31,
2002 was $190,000 compared to $210,000 for the same period in the prior year.
There was $73,000 in net charge-offs during the three months ended December
31, 2002, compared to $221,000 in net charge-offs for the three months ended
December 31, 2001. Based upon management's analysis of historical and
anticipated loss rates, current loan growth, and other factors considered, the
allowance for loan losses at December 31, 2002 is believed to be adequate for
the losses inherent in the loan portfolio.

The 21.8% increase in non-interest income to $2.0 million for the quarter
ended December 31, 2002 compared to $1.6 million for the quarter ended
December 31, 2001 reflects increased fee income from deposit service charges,
mortgage broker fees, asset management fees, gains on sale of loans held for
sale and gains on sale of securities offset by the write down of mortgage
servicing rights asset.  The lower interest rate environment has increased
prepayment on residential mortgages, which has shortened the duration on
mortgage servicing rights assets.  In the third quarter of fiscal year 2003 a
$108,000 mortgage servicing rights impairment charge was made to non-interest
income as compared to no impairment charge to non-interest income for the same
period in the prior year.

Non-interest expense increased $226,000 to $3.7 million for the three months
ended December 31, 2002 from $3.5 million for the three months ended December
31, 2001.  Salaries and employee benefits increased $114,000 to $2.1 million
for the quarter ended December 31, 2002 as compared to the same quarter in the
prior year. There were eight more full-time equivalent employees during the
fiscal year 2003 quarter over the fiscal year 2002 quarter. The fiscal year
2003 quarter salaries and employee benefits also reflect the increases in
mortgage broker commissions when compared to the same period in the prior
year.

Provision for federal income taxes for the second quarter of fiscal year 2003
was $896,000, resulting in an effective tax rate of 33.6%, compared to
$599,000 and 30.6% for the same quarter of fiscal year 2002. The 3% increase
in the effective tax rate for three months ended December 31, 2002 is
primarily attributable to the impact of the ESOP market value adjustment and
reduced tax exempt income.

                                    E-106
<PAGE>



         Comparison of Operating Results for the Nine Months Ended
                        December 31, 2002 and 2001

Net income for the nine months ended December 31, 2002 was $4.3 million, or
$0.99 per basic share ($0.98 per diluted share) compared to net income of $3.8
million, or $0.83 per basic share ($0.82 per diluted share) for the same
period in fiscal year 2002.  Net interest income increased $1.9 million to
$13.3 million for the nine months ended December 31, 2002, compared to $11.5
million for the nine months ended December 31, 2001. Non-interest income
includes $491,000 and $44,000 mortgage servicing rights impairment charge for
the nine months of fiscal year 2003 and 2002, respectively.  Non-interest
income for the nine months of fiscal year 2003 includes $1.1 million pretax
gain on sale of loans and $162,000 pretax gain on sale of securities compared
to the same period in fiscal year 2002, which includes $777,000 pretax gain on
sale of loans and $863,000 pretax gain on sale of MBS.

The increase in net interest income was due to the shift in the deposit mix
from higher interest rate certificates of deposit to lower interest rate
transaction accounts. The total nine month average outstanding balance for
transaction accounts (i.e., checking accounts, Now accounts and money market
accounts) increased 39.7% to $160.2 million at December 31, 2002, compared to
$114.7 million at December 31, 2001.  The nine month average outstanding
balance for certificates of deposits decreased 20.3% to $111.5 million from
$139.9 million, respectively, at December 31, 2002 and December 31, 2001.  The
decrease in average balance of certificates of deposit reflected the outflow
of public funds caused by the lower interest rate the Company paid.  The
payoff of FHLB advances also contributed to the increase of net interest
income.

Average interest-earning assets decreased to $380.9 million for the nine
months ending December 31, 2002 from $402.9 million for the nine months ending
December 31, 2001. The decrease in the nine month average balance of
interest-earning assets consisted of decreases in mortgage loans,
mortgage-backed securities, investment securities and daily interest bearing
investments partially offset by an increase in non-mortgage loans. The change
in the mix of average interest-earning assets reflects the securitization of
$40.3 million of fixed rate mortgage loans and subsequent sale of $25.1
million of mortgage-backed securities in the quarter ended September 30, 2001.

The change in volume of year to date average interest-earning assets and
liabilities compared at December 31, 2002 and December 31, 2001 increased net
interest income $2.1 million. The change in interest rates increased net
interest income $318,000 and the rate volume mix decreased net interest income
$562,000 for same time period.   The interest rate spread increased from 3.09%
for the nine month period in fiscal year 2002 to 4.19% for the nine month
period in fiscal year 2003.  The net interest margin increased to 4.72% during
the nine month period ended December 31, 2002 from 3.86% for the nine month
period ended December 31, 2001. The increased margin is the result of the more
rapid repricing in interest-bearing liabilities as compared to interest
earning assets and the change in the balance sheet mix of assets and
liabilities.

Interest income for the nine months ended December 31, 2002 was $20.1 million,
a decrease of $3.1 million, or 13.4%, from $23.2 million for the same period
in 2001. Yield on interest-earning assets for the first nine months of the
fiscal year 2003 was 7.08% compared to 7.73% for the same nine month period in
fiscal year 2002. The lower fiscal year 2003 yield on interest-earning assets
reflects the lower interest rate environment in the current period as compared
to the same period a year ago. The lower interest income for the nine month
period ended December 31, 2002 as compared to the same period in the prior

                                    E-107

<PAGE>



year resulted from reduced balances and lower interest rates of interest-
earning assets.

Interest expense for the nine months ended December 31, 2002 was $6.8 million,
a decrease of $5.0 million, or 42.4% from $11.7 million for the same period in
2001. The cost of interest-bearing liabilities for the first nine months of
fiscal year 2003 was 2.89% compared to 4.64% for the first nine months of
fiscal year 2002. The decreased interest expense reflects the change in mix of
liabilities and the reduced interest rate environment when the current nine
month period is compared to the same period a year ago.  The balance sheet mix
of liabilities continues to have growth in transaction accounts and a
reduction in certificates of deposits resulting in a lower cost of funds.
Transaction accounts (i.e., checking accounts, Now accounts and money market
accounts) total nine month average outstanding balance increased 39.7% to
$160.2 million at December 31, 2002, compared to $114.7 million at December
31, 2001.  The nine month average outstanding balance for certificates of
deposits decreased 20.3% to $111.5 million at December 31, 2002 from $139.9
million at December 31, 2001 primarily as result a of lower interest rates
paid on public funds. A decrease in long-term mortgage interest rates during
the nine months of fiscal year 2003 has led to higher prepayment rates on both
the mortgage loan portfolio and the mortgage-backed securities portfolio.  The
resultant increase in payments has reduced the Community Bank's utilization of
FHLB advances, which has contributed to the reduction in interest expense.

The provision for loan losses was $517,000 and net charge-offs was $248,000
during the nine months ended December 31, 2002 compared to a $720,000
provision for loan losses and net charge-offs of $332,000 during the nine
months ended December 31, 2001.  The ratio of total non-performing assets to
total assets decreased from 0.66% at December 31, 2001 to 0.30% at December
31, 2002.  Non-accrual loans decreased from $1.3 million at December 31, 2001
to $327,000 at December 31, 2002. The decrease reflects decreased non-accrual
loan balances in residential real estate and commercial real estate partially
offset by increased non-accrual loan balances in land and consumer. Real
estate owned decreased from $1.6 million at December 31, 2001 to $954,000 at
December 31, 2002. The loan loss provision was deemed necessary based upon
management's analysis of historical and anticipated loss rates, current loan
growth, and other factors considered.

Non-interest income decreased $422,000 or 8.3% to $4.7 million for the nine
months ended December 31, 2002, compared to $5.1 million for the same period
in the prior year. Excluding the pretax gain on sale of securities of $863,000
and $162,000 during the nine months ended December 31, 2001 and 2002
respectively, non-interest income increased $279,000 in the current nine month
period as compared to the same period in the prior year. Increased
non-interest income is the result of service charge income, fees from ATMs,
brokered loan fees and gains on loans sales partially offset by the mortgage
service right impairment charge and reduced trust fee income.

Non-interest expense increased $765,000, or 7.4%, to $11.1 million for the
nine months ended December 31, 2002 from $10.3 million for the nine months
ended December 31, 2001. The $765,000 increase reflects the addition of eight
full-time equivalent employees, increased mortgage broker commissions,
increased occupancy expenses, data processing cost and marketing costs which
are required to continue to provide local personal service. Full time
equivalent employees increased to 152 at December 31, 2002 compared to 144 at
December 31, 2001. Salaries and employee benefits increased $442,000 to $6.2
million for the nine months ended December 31, 2002 as compared to $5.7
million for the same period in fiscal year 2002.

Provision for federal income taxes for the nine months ended December 31, 2002
was $2.0 million resulting in an effective tax rate of 31.8%, compared to $1.7
million and 30.5% for the same period a year ago.

                                    E-108

<PAGE>



ITEM 3. Quantitative and Qualitative Disclosures About Market
        Risk

There has not been any material change in the market risk disclosures
contained in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2002.


ITEM 4. Controls and Procedures

     (a) Evaluation of Disclosure Controls and Procedures:  An evaluation of
the Company's disclosure controls and procedures (as defined in Section
13(a)-14(c) of the Securities Exchange Act of 1934 (the "Act)) was carried out
under the supervision and with the participation of the Company's Chief
Executive Officer, Chief Financial Officer and several other members of the
Company's senior management within the 90-day period preceding the filing date
of this quarterly report. The Company's Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures as currently in effect are effective in ensuring that the
information required to be disclosed by the Company in the reports it files or
submits under the Act is (i) accumulated and communicated to the Company's
management (including the Chief Executive Officer and Chief Financial Officer)
in a timely manner, and (ii) recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms.

     (b)  Changes in Internal Controls:  In the quarter ended December 31,
2002, the Company did not make any significant changes in, nor take any
corrective actions regarding, its internal controls or other factors that
could significantly affect these controls.

                                    E-109

<PAGE>



                   RIVERVIEW BANCORP, INC. AND SUBSIDIARY
                      PART II. OTHER INFORMATION

Item 1. Legal Proceedings
        -----------------

          Not applicable

Item 2. Changes in Securities and Use of Proceeds
        -----------------------------------------

        Not applicable

Item 3. Defaults Upon Senior Securities
        -------------------------------

        Not applicable

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------

        Not applicable

Item 5. Other Information
        -----------------

        Not applicable

Item 6. Exhibits and Reports on Form 8-K
        --------------------------------

        (a)   Exhibits:

           3.1     Articles of Incorporation of the Registrant(1)
           3.2     Bylaws of the Registrant(1)
           4       Form of Certificate of Common Stock of the Registrant(1)
          10.1     Employment Agreement with Patrick Sheaffer(2)
          10.2     Employment Agreement with Ronald A. Wysaske(2)
          10.3     Severance Agreement with Michael C. Yount(2)
          10.4     Severance Agreement with Karen Nelson(2)
          10.5     Severance Agreement with John A. Karas(5)
          10.6     Employee Severance Compensation Plan(2)
          10.7     Employee Stock Ownership Plan(3)
          10.8     Management Recognition and Development Plan(4)
          10.9     1998 Stock Option Plan(4)
          10.10    1993 Stock Option and Incentive Plan(4)
          21       Subsidiaries of Registrant(3)
          99.1     Certifications Pursuant to Section 906 of the
                    Sarbanes-Oxley Act.*

        (b)  Reports on Form 8-K:  no Forms 8-K were filed during the quarter
             ended December 31, 2002.

- ---------------
*      Exhibits filed with the Securities and Exchange Commission as part of
       this Form 10-Q are excluded.  Copies are available upon request.

(1)    Filed as an exhibit to the Registrant's Registration Statement on Form
       S-1 (Registration No. 333-30203), and incorporated herein by reference.
(2)    Filed as an exhibit to the Registrant's Form 10-Q for the quarter ended
       September 30, 1997, and incorporated herein by reference.
(3)    Filed as an exhibit to the Registrant's Form 10-K for the year ended
       March 31, 1998, and incorporated herein by reference.
(4)    Filed on October 23, 1998, as an exhibit to the Registrant's
       Registration Statement on Form S-8, and incorporated herein by
       reference.
(5)    Filed as an exhibit to the Registrant's form 10-K for the year ended
       March 31, 2002, and incorporated by reference.

                                    E-110
<PAGE>



                              SIGNATURES
                              ----------

In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                RIVERVIEW BANCORP, INC.

DATE: January 31, 2003          BY: /S/ Patrick Sheaffer
                                        ----------------------------------
                                        Patrick Sheaffer
                                        President

DATE: January 31, 2003          BY: /S/ Ronald Wysaske
                                        ----------------------------------
                                        Ronald Wysaske
                                        Executive Vice President/Treasurer


                                    E-111

<PAGE>



                          Certification Required
     By Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Patrick Sheaffer, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Riverview
       Bancorp, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
       untrue statement of a material fact or omit to state a material fact
       necessary to make the statements made, in light of the circumstances
       under which such statements were made, not misleading with respect to
       the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and
       cash flows of the registrant as of, and for, the periods presented in
       this quarterly report;

4.     The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       we have:

       a)  designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           quarterly report is being prepared;

       b)  evaluated the effectiveness of the registrant's disclosure controls
           and procedures as of date within 90 days prior to the filing date
           of this quarterly report (the "Evaluation Date"); and

       c)  presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based on
           our evaluation as of the Evaluation Date:

5.     The registrant's other certifying officers and I have disclosed, based
       on our most recent evaluation, to the registrant's auditors and the
       audit committee of registrant's board of directors (or persons
       performing the equivalent function):

       a)  all significant deficiencies in the design or operation of internal
           controls which could adversely affect the registrant's ability to
           record, process, summarize and report financial data and have
           identified for the registrant's auditors and material weaknesses in
           internal controls; and

       b)  any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

6.     The registrant's other certifying officers and I have indicated in this
       quarterly report whether or not there were significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent to the date of our most recent evaluation,
       including any corrective actions with regard to significant
       deficiencies and material weaknesses.

Date:  January 31, 2003           /S/ Patrick Sheaffer
                                  -----------------------------------------
                                      Patrick Sheaffer
                                      President and Chief Executive Officer

                                    E-112


<PAGE>



                      Certification Required
By Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Ronald Wysaske, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Riverview
       Bancorp, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
       untrue statement of a material fact or omit to state a material fact
       necessary to make the statements made, in light of the circumstances
       under which such statements were made, not misleading with respect to
       the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and
       cash flows of the registrant as of, and for, the periods presented in
       this quarterly report;

4.     The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       we have:

       a)  designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           quarterly report is being prepared;

       b)  evaluated the effectiveness of the registrant's disclosure controls
           and procedures as of date within 90 days prior to the filing date
           of this quarterly report (the "Evaluation Date"); and

       c)  presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based on
           our evaluation as of the Evaluation Date:

5.     The registrant's other certifying officers and I have disclosed, based
       on our most recent evaluation, to the registrant's auditors and the
       audit committee of registrant's board of directors (or persons
       performing the equivalent function):

       a)  all significant deficiencies in the design or operation of internal
           controls which could adversely affect the registrant's ability to
           record, process, summarize and report financial data and have
           identified for the registrant's auditors and material weaknesses in
           internal controls; and

       b)  any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

6.     The registrant's other certifying officers and I have indicated in this
       quarterly report whether or not there were significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent to the date of our most recent evaluation,
       including any corrective actions with regard to significant
       deficiencies and material weaknesses.

Date:  January 31, 2003         /S/ Ronald Wysaske
                                ---------------------------
                                    Ronald Wysaske
                                    Chief Financial Officer

                                    E-113


<PAGE>



                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                  FORM 8-K

                               CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15 (d) OF THE

                      SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): April 2, 2003

                            Riverview Bancorp, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

Washington                          0-22957                  91-1838969
- ----------------------------      -----------             ------------------
State or other jurisdiction       Commission              (I.R.S. Employer
of incorporation                  File Number             Identification No.)

900 Washington Street, Suite 900, Vancouver, Washington         98660
- -------------------------------------------------------       ---------
(Address of principal executive offices)                      (Zip Code)

    Registrant's telephone number (including area code): (360) 693-6650

                               Not Applicable
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)

                                    E-114

<PAGE>



Item 5. Other Events
- --------------------

     On April 2, 2003, the Registrant announced that it expects to record an
after tax impairment charge of approximately $1.5 million for its fiscal
fourth quarter ended March 31, 2003 in connection with floating rate preferred
stock that is held by Riverview Community Bank, the Registrant's wholly- owned
subsidiary.

     For further information, reference is made to the Registrant's press
release dated April 2, 2003, which is attached hereto as Exhibit 99 and
incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- --------------------------------------------------------------------------

     Exhibit
     -------

       99   Press Release dated April 2, 2003.

                                    E-115

<PAGE>



                                SIGNATURES
                                ----------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                   RIVERVIEW BANCORP, INC.


DATE: April 2, 2003                By: /s/ Ronald Wysaske
                                       -----------------------------
                                       Ronald Wysaske
                                       Executive Vice President and Treasurer


                                    E-116
<PAGE>



                               Exhibit 99

                                  E-117

<PAGE>



Press Release

Riverview Bancorp, Inc. to Record Fourth Quarter Non-Cash Charge
as a Result of Investment Securities Write-Down

VANCOUVER, Wash. -- April 2, 2003--Riverview Bancorp, Inc., (Nasdaq:RVSB) the
parent company of Riverview Community Bank, announced today that it expects to
record a non-cash charge to earnings of approximately $1.5 million after tax,
or $0.35 per share, for its fiscal fourth quarter ended March 31, 2003, in
connection with securities the Bank holds for liquidity and income purposes.
The charge is for the impairment of floating rate preferred stock of the
Federal Home Loan Mortgage Corporation (FHLMC), and the Federal National
Mortgage Association (FNMA). The Bank owns two issues of the preferred stock
with a combined cost of $15.0 million and a combined market value of
approximately $12.7 million at March 31, 2003. The two issues of the preferred
stock pay dividends based on the two-year constant maturity treasury interest
rates, and the amount of the dividend payment adjusts every two years.

"These securities are part of our interest rate risk management process," said
Ron Wysaske, Executive Vice President and Chief Financial Officer of the
Company and the Bank. "We balance the interest rate risk of holding fixed rate
loans and investments by holding floating rate assets, which include loans and
investments such as these. The problems in the U.S. economy, the conflict in
the Middle East, and negative consumer sentiment have continued to weigh
heavily on U.S. debt and equity markets. These factors have resulted in a
precipitous and continued decline in market interest rates. The dividends paid
by and the value of these securities depend on interest rates, and as a result
the market value of these securities have fallen."

"As part of our continuing assessment and realignment of the investment
portfolio, we concluded that these securities were impaired because they had
suffered an 'other-than-temporary' decline in value, one that is not expected
to recover in the near term," added Wysaske. "As part of our ongoing asset
liability management we will continue to monitor the value of these securities
and take additional charges if considered appropriate."

These securities are accounted for in accordance with Statement of Financial
Accounting Standards (SFAS) No. 115. In accordance with SFAS 115, the
determination of "other-than-temporary" impairment considers both the length
of time and the extent to which the value of a security has declined. These
write-downs are non-cash charges, which are recorded as realized losses in
Riverview's income statement, with a corresponding reduction in unrealized
losses in shareholders' equity, even though there were no sales of the
securities. Any previous market value losses have already been reflected in
the equity, or book value, of the Company. The Company plans to announce its
March 31, 2003 quarterly and fiscal year financial results on May 5, 2003.

Riverview Bancorp, Inc. (www.riverviewbank.com) is the parent company for
Riverview Community Bank, headquartered in Vancouver, Washington. On Tuesday,
April 1, 2003, Riverview Bancorp, Inc. closed the trading day at $16.60 per
share.

Forward-Looking Statements

This news release contains certain forward-looking statements. These
statements include statements regarding anticipated future performance,
developments or events, expectations for earnings, growth and market
forecasts, and any other guidance on future periods, constitute
forward-looking statements, which are subject to a number of risks and
uncertainties that are beyond the Company's control and might cause actual
results to differ materially from the expectations and stated objectives.
Forward-looking statements can be identified by the fact that they do not
relate strictly to historical or

                                    E-118
<PAGE>



current facts. They often include words like "believe," "expect,"
"anticipate," "estimate," and "intend" or future or conditional verbs such as
"will," "would," "should," "could" or "may." Certain factors that could cause
actual results to differ materially from expected results include changes in
the interest rate environment, changes in general economic conditions, changes
in accounting requirements; changes in tax laws, legislative and regulatory
changes that adversely affect the business in which Riverview Bancorp is
engaged, and changes in the securities markets. Additional factors that could
cause actual results to differ materially are disclosed in Riverview Bancorp's
recent filings with the SEC, including but not limited to Annual Reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Riverview Bancorp undertakes no responsibility to update or revise any
forward-looking statement.


Contact:
     Riverview Bancorp, Inc.
     Patrick Sheaffer or Ron Wysaske, 360/693-6650

                                    E-119

<PAGE>



                                 PART II

                  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Directors and Officers

     Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act ("WBCA") contain specific provisions relating to
indemnification of directors and  officers of Washington corporations.  In
general, the statute provides that (i) a corporation must indemnify a director
or officer who is wholly successful in his defense of a proceeding to which he
is a party because of his status as such, unless limited by the articles of
incorporation, and (ii) a corporation may indemnify a director or officer if
he is not wholly successful in such defense, if it is determined as provided
in the statute that the director meets a certain standard of conduct, provided
when a director is liable to the corporation, the corporation may not
indemnify him.  The statute also permits a director or officer of a
corporation who is a party to a proceeding to apply to the courts for
indemnification or advance of expenses, unless the articles of incorporation
provide otherwise, and the court may order indemnification or advance of
expenses under certain circumstances set forth in the statute.  The statute
further provides that a corporation may in its articles of incorporation or
bylaws or by resolution provide indemnification in addition to that provided
by the statute, subject to certain conditions set forth in the statute.

     Pursuant to Riverview's Articles of Incorporation, Riverview will
indemnify the officers, directors, agents and employees of Riverview with
respect to expenses, settlements, judgments and fines in suits in which such
person has made a party by reason of the fact that he or she is or was an
agent of Riverview.  No such indemnification may be given if the acts or
omissions of the person are adjudged to be in violation of law, if such person
is liable to the corporation for an unlawful distribution, or if such person
personally received a benefit to which he or she was not entitled.

     Riverview's Articles of Incorporation provide that the directors of
Riverview shall not be personally liable for monetary damages to Riverview for
certain breaches of their fiduciary duty as directors, except for liabilities
that involve intentional misconduct by the director, the authorization or
illegal distributions or receipt of an improper personal benefit from their
actions as directors.

Item 21.  Exhibits and Financial Statement Schedules

    (a)   Exhibits

Exhibit
Number    Description of Document
- -------   -----------------------
  2       Agreement and Plan of Merger dated February 5, 2003 by and between
          Riverview Bancorp, Inc. and Riverview Community Bank, and Today's
          Bancorp, Inc. and Today's Bank (incorporated by reference to
          Appendix A to the Prospectus/Proxy Statement contained in this
          Registration Statement).

  4       Form of Certificate for Common Stock of Riverview Bancorp, Inc.*

  5       Opinion of Breyer & Associates PC regarding legality of securities.

  8       Opinion of Breyer & Associates PC regarding federal income tax
          consequences.

 10.1     Employment Agreement with Patrick Sheaffer**

 10.2     Employment Agreement with Ronald A. Wysaske**

                                         II-1
<PAGE>


 10.3     Severance Agreement with Michael C. Yount**

 10.4     Severance Agreement with Karen Nelson**

 10.5     Severance Agreement with John A. Karas***

 10.6     Employee Severance Compensation Agreement**

 10.7     Employee Stock Ownership Plan****

 10.8     Management Recognition and Development Plan*****

 10.9     1998 Stock Option Plan*****

 10.10    1993 Stock Option and Incentive Plan*****

 23.1     Consent of Breyer & Associates PC (contained in its opinion filed as
          Exhibit 5).

 23.2     Consent of Breyer & Associates PC as to its tax opinion.

 23.3     Consent of Deloitte & Touche LLP, Riverview's independent auditors.

 23.4     Consent of Moss Adams LLP, Today's Bancorp's independent auditors.

 23.5     Consent of Capital Market Securities, Inc.

 24       Power of Attorney (contained in the signature page of the
          Registration Statement).

 99.1     Opinion of Capital Market Securities, Inc. (included as Appendix B
          to the proxy statement-prospectus contained in this Registration
          Statement).

 99.2     Form of Proxy to be Mailed to Shareholders of Today's Bancorp, Inc.

 99.3     Cover Letter for Election Form.

 99.4     Election Form and Letter of Transmittal.

 99.5     Notice of Guaranteed Delivery.

 99.6     Guidelines for Certification of Taxpayer Identification Number on
          Substitute Form W-9.

*      Filed as an exhibit to the Registrant's Registration Statement on
       Form S-1 initially filed on June 27, 1997, Registration No. 333-30203,
       and incorporated herein by reference.
**     Filed as an exhibit to the Registrant's Form 10-Q for the quarter ended
       September 30, 1997, and incorporated herein by reference.
***    Filed as an exhibit to the Registrant's Form 10-K for the year ended
       March 31, 2002, and incorporated herein by reference.
****   Filed as an exhibit to the Registrant's Form 10-K for the year ended
       March 31, 1998, and incorporated herein by reference.
*****  Filed on October 23, 1998, as an exhibit to the Registrant's
       Registration Statement on Form S-8, and incorporated herein by
       reference.

                                         II-2
<PAGE>



    (b)  Financial Statement Schedules

         Not applicable.

    (c)  Reports, Opinions or Appraisals

         1    Opinion of Capital Market Securities, Inc. (Incorporated by
              reference to Appendix C to the Proxy Statement/Prospectus).

Item 22.  Undertakings

The undersigned registrant hereby undertakes:

    (a)  (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

         (i)  To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended ("Securities Act");

         (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement;

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (4)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933 each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (5)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 20 of
this registration statement, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in

                                         II-3
<PAGE>



connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

    (b)  The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt
of such request, and to send the incorporated documents by first class mail or
other equally prompt means.  This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

    (c)  The undersigned registrant hereby undertakes to supply by means of a
post effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of, and
included in the registration statement when it became effective.

                                  II-4
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
Riverview Bancorp, Inc. has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Vancouver, State of Washington on April 7, 2003.

                                 RIVERVIEW BANCORP, INC.

                                 By: /s/Patrick Sheaffer
                                     -------------------------------------
                                     Patrick Sheaffer
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Riverview Bancorp, Inc., do
hereby severally constitute and appoint Patrick Sheaffer our true and lawful
attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute all instruments for us and in our
names in the capacities indicated below which said Patrick Sheaffer may deem
necessary or advisable to enable Riverview Bancorp, Inc., to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
Registration Statement on Form S-4 relating to the issuance of Riverview
Bancorp, Inc.'s Common Stock, including specifically but not limited to, power
and authority to sign for us or any of us in our names in the capacities
indicated below the Registration Statement and any and all amendments
(including post-effective amendments) thereto; and we hereby ratify and
confirm all that Patrick Sheaffer shall do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

/s/Patrick Sheaffer
- -----------------------
Patrick Sheaffer         President, Chief Executive Officer     April 7, 2003
                         and Chairman of the Board
                         (Principal Executive Officer)


/s/Ronald A. Wysaske
- -----------------------
Ronald A. Wysaske        Executive Vice President, Treasurer    April 4, 2003
                         Chief Financial Officer and Director
                         (Principal Accounting and Financial
                         Officer)

/s/Michael D. Allen
- -----------------------
Michael D. Allen         Director                               April 7, 2003


/s/Gary R. Douglass
- -----------------------
Gary R. Douglass         Director                               April 7, 2003


/s/Edward R. Geiger
- -----------------------
Edward R. Geiger         Director                               April 4, 2003

                                         II-5
<PAGE>


/s/Robert K. Leick
- -----------------------
Robert K. Leick         Director                                April 8, 2003



/s/Paul L. Runyan
- -----------------------
Paul L. Runyan          Director                                April 8, 2003

                                         II-6
<PAGE>




                              EXHIBIT INDEX


Exhibit
Number    Description of Document
- -------   -----------------------

  2       Agreement and Plan of Merger dated February 5, 2003 by and between
          Riverview Bancorp, Inc. and Riverview Community Bank, and Today's
          Bancorp, Inc. and Today's Bank (incorporated by reference to
          Appendix A to the Prospectus/Proxy Statement contained in this
          Registration Statement).

  5       Opinion of Breyer & Associates PC regarding legality of securities.

  8       Opinion of Breyer & Associates PC regarding federal income tax
          consequences.

 23.1     Consent of Breyer & Associates PC (contained in its opinion filed as
          Exhibit 5).

 23.2     Consent of Breyer & Associates PC as to its tax opinion.

 23.3     Consent of Deloitte & Touche LLP, Riverview's independent auditors.

 23.4     Consent of Moss Adams LLP, Today's Bancorp Inc.'s independent
          auditors.

 23.5     Consent of Capital Market Securities, Inc.

 24       Power of Attorney (contained in the signature page of the
          Registration Statement).

 99.1     Opinion of Capital Market Securities, Inc. (included as Appendix B
          to the proxy statement-prospectus contained in this Registration
          Statement).

 99.2     Form of Proxy to be Mailed to Shareholders of Today's Bancorp, Inc.

 99.3     Cover Letter for Election Form.

 99.4     Election Form and Letter of Transmittal.

 99.5     Notice of Guaranteed Delivery.

 99.6     Guidelines for Certification of Taxpayer Identification Number on
          Substitute Form W-9.

<PAGE>




                               Exhibit 5

     Opinion of Breyer & Associates PC Regarding Legality of Securities

<PAGE>



                    [Letterhead of Breyer & Associates PC]

                              April 15, 2003


Board of Directors
Riverview Bancorp, Inc.
900 Washington Street, Suite 900
Vancouver, Washington 98660

     RE:    Riverview Bancorp, Inc.
            ----------------------------------
            Registration Statement on Form S-4

To the Board of Directors:

     You have requested our opinion as special counsel for Riverview Bancorp,
Inc. (the "Company"), a Washington corporation, in connection with the
above-referenced registration statement filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.

     In rendering this opinion, we understand that the common stock of the
Company will be offered and sold in the manner described in the Proxy
Statement-Prospectus, which is part of the Registration Statement. We have
examined such records and documents and made such examination as we have
deemed relevant in connection with this opinion.

     Based upon the foregoing, it is our opinion that the shares of common
stock of the Company will upon issuance be legally issued, fully paid and
nonassessable.

     This opinion is furnished for use as an exhibit to the Registration
Statement. We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us under the heading "Legal
Matters."

                                    Very truly yours,

                                    /s/ BREYER & ASSOCIATES PC

                                    BREYER & ASSOCIATES PC

<PAGE>




                                Exhibit 8

                    Opinion of Breyer & Associates PC
                Regarding Federal Income Tax Consequences

<PAGE>



                    [Letterhead of Breyer & Associates PC]


                              April 15, 2003




Board of Directors                              Board of Directors
Riverview Bancorp, Inc.                         Today's Bancorp, Inc.
900 Washington Street                           204 SE Park Plaza Drive, #109
Suite 900                                       Vancouver, Washington 98668
Vancouver, Washington 98660


     Re:  Federal Income Tax Consequences Arising from the Merger
          Contemplated by that Certain Agreement And Plan of Merger
          Dated as of February 5, 2003 Between Riverview Bancorp, Inc.,
          Riverview Community Bank, and Today's Bancorp, Inc.  and
          Today's Bank (the "Agreement")

Ladies and Gentlemen:

     In accordance with Section 7.3(d) of the Agreement, set forth below is
this firm's opinion relating to certain federal income tax consequences
applicable to the proposed Corporate Merger contemplated by the Agreement.
Capitalized terms used herein which are not expressly defined herein shall
have the meaning assigned to them in the Agreement.

                                  FACTS

     Pursuant to the Agreement, it is proposed that the Corporate Merger will
be implemented through the merger of Today's Bancorp with and into Riverview.
In the Corporate Merger, each Today's Bancorp Shareholder will exchange all of
such holder's Today's Bancorp Common Stock for either (a) Riverview Common
Stock and cash in lieu of any fractional share interest or (b) cash.

<PAGE>





Board of Directors
April 15, 2003
Page 2

                               ASSUMPTIONS

     A.   The Corporate Merger will be implemented strictly in accordance with
the terms of the Agreement.

     B.   All conditions precedent contained in the Agreement shall be
performed or waived prior to the Effective Time.

     C.   The representations of Riverview and Today's Bancorp made in their
respective tax representation letters to counsel dated April 10, 2003 shall be
true and correct.

     D.   All of the shareholders of Today's Bancorp are citizens or residents
of the United States of America ("U.S. Holders").  For purposes hereof, U.S.
Holders do not include certain classes of taxpayers including,  but not
limited to, foreign persons, insurance companies, tax-exempt organizations,
financial institutions, dealers in securities, persons who acquired or acquire
Today's Bancorp Common Stock pursuant to the exercise of stock options or
otherwise as compensation and persons who hold shares of Today's Bancorp
Common Stock in a hedging transaction or as part of a straddle or conversion
transaction.

     E.   Our opinions in paragraphs 2 through 4 below only address the
federal income tax consequences to those U.S. Holders who exchange all of
their Today's Bancorp Common Stock solely for Riverview Common Stock and do
not address the federal income tax consequences to those shareholders or U.S.
Holders of Today's Bancorp Common Stock who exchange their Today's Bancorp
Common Stock for cash.

                                 OPINIONS

     Subject to the foregoing and to the conditions and limitations expressed
elsewhere herein, we are of the opinion on the date hereof that for federal
income tax purposes:

     1.   the Corporate  Merger will constitute a tax-free reorganization
within the meaning of Section 368(a) of the Internal Revenue Code and
Riverview and Today's Bancorp will each be a party to the reorganization;

     2.   except as provided in paragraph 4 below, no gain or loss will be
recognized by any U.S. Holder who exchanges all of his or her Today's Bancorp
Common Stock solely for Riverview Common Stock in the Corporate Merger; and in
such case, the aggregate adjusted tax basis of the shares of Riverview Common
Stock (including a fractional share interest in Riverview Common Stock deemed
received and redeemed as described below) received by such U.S. Holder will be

<PAGE>



Board of Directors
April 15, 2003
Page 3



the same as the aggregate adjusted tax basis of the shares of the Today's
Bancorp Common Stock exchanged therefor;

     3.   the holding period of the Riverview Common Stock received by a U.S.
Holder who exchanges all of his or her Today's Bancorp Common Stock solely for
Riverview Common Stock in the Corporate Merger will include the holding period
of the Today's Bancorp Common Stock surrendered and exchanged therefor,
provided that such shares of Today's Bancorp Common Stock were held as a
capital asset by such U.S. Holder at the Effective Time; and

     4.   a U.S. Holder who receives cash in lieu of a fractional share
interest in Riverview Common Stock in the Corporate Merger will be treated as
having received such fractional share interest and then as having received the
cash in redemption of such fractional share interest.  Under Section 302 of
the Internal Revenue Code, if such deemed distribution is "substantially
disproportionate" with respect to the U.S. Holder or is "not essentially
equivalent to a dividend" after giving effect to the constructive ownership
rules of the Internal Revenue Code, the U.S. Holder would generally recognize
capital gain or loss equal to the difference between the amount of cash
received and the U.S. Holder's adjusted tax basis in the fractional share
interest (determined as described in paragraph 2 above).  Such capital gain or
loss would be a long-term capital gain or loss if the U.S. Holder's holding
period in a fractional share interest  is more than one year.  Long-term
capital gain of a non-corporate U.S. Holder is generally subject to a maximum
tax rate of 20% if the holding period exceeds one year.

     The foregoing opinions reflect our legal judgment based upon the facts
and assumptions presented herein.  This opinion has no official status or
binding effect of any kind.  Accordingly, we cannot assure you that the
Internal Revenue Service or any court of competent jurisdiction will agree
with this opinion.

     We hereby consent to the filing of this letter with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to all
references made to this letter in the Registration Statement.

                                  Very truly yours,


                                  /s/BREYER & ASSOCIATES PC

                                  BREYER & ASSOCIATES PC

<PAGE>




                               Exhibit 23.2

                    Consent of Breyer & Associates PC
                          as to its Tax Opinion

<PAGE>





                   [Letterhead of Breyer & Associates PC]


                               April 15, 2003


Board of Directors
Riverview Bancorp, Inc.
900 Washington Street, Suite 900
Vancouver, Washington 98660

     RE:    Riverview Bancorp, Inc.
            ----------------------------------
            Registration Statement on Form S-4

To the Board of Directors:

     We hereby consent to the filing of the form of our federal tax opinion as
an exhibit to the Registration Statement and to the reference to us in the
Proxy Statement-Prospectus included therein under the headings "The Merger --
Material Federal Income Tax Consequences of the Merger" and "Legal Matters."

                                     Sincerely,

                                     /s/BREYER & ASSOCIATES PC

                                     BREYER & ASSOCIATES PC

<PAGE>




                                Exhibit 23.3

                     Consent of Deloitte & Touche LLP,
                      Riverview's Independent Auditors

<PAGE>



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Riverview Bancorp, Inc. on Form S-4 of our report dated May 10, 2002, included
in the Annual Report on Form 10-K of Riverview Bancorp, Inc. for the year
ended March 31, 2002, and to the use of our report dated May 10, 2002,
appearing in the Prospectus, which is part of this Registration Statement.  We
also consent to the reference to us under the headings "Experts" in such
Prospectus.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Portland, Oregon
April 14, 2003

<PAGE>



                               Exhibit 23.4

                        Consent of Moss Adams LLP,
               Today's Bancorp, Inc.'s Independent Auditors

<PAGE>



CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Registration Statement, on Form S-4, filed
April 15, 2003, of our report dated February 28, 2003, on the consolidated
balance sheet of Today's Bancorp, Inc. and Subsidiary as of December 31, 2002,
and the related consolidated statements of operations, stockholders' equity
and cash flows for each of the years in the two-year period ended December 31,
2002, which appears in the Registration Statement.  We also consent to the
reference to our Firm under the heading "Experts" in the Registration
Statement.

/s/Moss Adams LLP

Portland, Oregon
April 15, 2003

<PAGE>



                                Exhibit 23.5

                  Consent of Capital Market Securities, Inc.

<PAGE>



                   Consent of Capital Market Securities, Inc.

April 7, 2003

We consent to the inclusion in the Registration Statement on Form S-4 of
Riverview Bancorp, Inc. of our fairness opinion set forth as appendix B to the
Joint Proxy Statement/Prospectus, which is part of the Registration Statement,
and to the reference to our firm and summarization of our opinion in the Joint
Proxy Statement/Prospectus under the caption "Opinion of Today's Bancorp's
Financial Advisor."

Capital Market Securities, Inc.

/s/Stephen Clinton

Stephen Clinton
President

<PAGE>



                               Exhibit 99.2

              Form of Proxy to Be Mailed to Shareholders of
                          Today's Bancorp, Inc.

<PAGE>



                             REVOCABLE PROXY
                             TODAY'S BANCORP
                    SPECIAL MEETING OF SHAREHOLDERS
- ------------------------------------------------------------------------------

                                         , 2003
                                  -------
- ------------------------------------------------------------------------------

     The undersigned hereby appoints ___________ and __________ as the
official proxy committee of the Board of Directors, with full powers of
substitution, as attorneys and proxies for the undersigned, to vote all shares
of common stock of Today's Bancorp which the undersigned is entitled to vote
at the Special Meeting of Shareholders, to be held at the _____________,
____________, Vancouver, Washington, on ______, ___ __, 2003, at ____ _.m.,
local time, and at any and all adjournments thereof, as follows:


                                                       FOR   AGAINST   ABSTAIN
                                                       ---   -------   -------

1.  To  approve the Agreement and Plan of Merger       [  ]    [  ]      [  ]
    dated February 5, 2003 between Riverview Bancorp,
    Inc. Riverview Community Bank, Today's Bancorp,
    Inc. and Today's Bank.

2.  To transact such other business as may properly come
    before the annual meeting or any adjournments or
    postponements.

    The Board of Directors recommends a vote "FOR" the above proposal.

- ------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED.  IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT.  AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- ------------------------------------------------------------------------------

<PAGE>




             THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS


     Should the undersigned be present and elect to vote at the Special
Meeting or at any adjournment thereof and after notification to the Secretary
of Today's Bancorp at the Special Meeting of the shareholder's decision to
terminate this proxy, then the power of said attorneys and proxies shall be
deemed terminated and of no further force and effect.

     The undersigned acknowledges receipt from Today's Bancorp prior to the
execution of this proxy of notice of the Meeting, the Proxy
Statement/Prospectus dated __________ ___, 2003.


Dated:                 , 2003
       ------------- --

- ----------------------------              ------------------------------
PRINT NAME OF STOCKHOLDER                 PRINT NAME OF STOCKHOLDER

- ----------------------------              ------------------------------
SIGNATURE OF STOCKHOLDER                  SIGNATURE OF STOCKHOLDER


Please sign exactly as your name appears on this proxy card.  When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title.  If shares are held jointly, each holder must sign.

- ------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- ------------------------------------------------------------------------------

<PAGE>



                              Exhibit 99.3

                     Cover Letter for Election Form

<PAGE>



                                  Date

To the Shareholders of
TODAY'S BANCORP, INC.

     The merger of Today's Bancorp, Inc. ("Today's Bancorp") with and into
Riverview Bancorp, Inc. ("Riverview") has been approved by the shareholders of
Today's Bancorp, and subject to some additional pending conditions, is
currently expected to be consummated in _______ 2003.  As a result of the
merger, each of your shares of Today's Bancorp common stock will be converted
into the right to receive either shares of Riverview common stock or cash,
subject to the election, allocation and proration procedures set forth in the
Agreement and Plan of Merger between Today's Bancorp and Riverview included in
the Proxy Statement-Prospectus previously provided to you.

     Your Today's Bancorp stock certificates should be submitted now for
exchange for either Riverview stock certificates evidencing the number of full
shares of Riverview common stock which you are entitled to receive or cash.
No fractional shares of Riverview common stock will be issued.  Instead, you
will be paid the cash value of such fractional shares in accordance with the
terms of the Agreement.

     U.S. Stock Transfer Corporation has been designated as the Exchange Agent
with responsibility for exchanging your Today's Bancorp stock certificates
into Riverview stock certificates or cash.  To exchange your shares of Today's
Bancorp common stock for shares of Riverview common stock or to receive  cash
in exchange therefor, your Today's Bancorp stock certificates, together with
the enclosed Election Form and Letter of Transmittal, must be hand delivered
or mailed directly to U.S. Stock Transfer.  It is recommended that, if mailed,
certificates be sent by registered mail, properly insured, with return receipt
requested.  Under certain circumstances, the Election Form and Letter of
Transmittal can be sent by facsimile to U.S. Stock Transfer.  Do not send your
Today's Bancorp stock certificates to Riverview or Today's Bancorp.  Deliver
them directly to U.S. Stock Transfer together with the Election Form and
Letter of Transmittal.

     Instructions for the proper completion of the Election Form and Letter of
Transmittal are enclosed.  Please read carefully all instructions, and make
certain that the Election Form and Letter of Transmittal is properly
completed, dated and signed, and together with your Today's Bancorp stock
certificates and any additional required documentation, is delivered to U.S.
Stock Transfer in a timely fashion.  In this regard, ____ p.m. Pacific Time,
on ________, 2003 has been established as the Election Deadline.

     Your Today's Bancorp stock certificates need not be endorsed or
accompanied by separate stock powers unless a certificate is registered in a
name other than that of the person surrendering the certificate, or the person
surrendering the certificate completes the Special Transfer Instructions or
Special Delivery Instructions in the Election Form and Letter of Transmittal.
Should you have any questions as to how to complete the Election Form and
Letter of Transmittal, you can contact U.S. Stock Transfer at (818) 502-1404.

     It is in your best interest to submit your Election Form and Letter of
Transmittal, Today's Bancorp stock certificates and any other required
documentation prior to the Election Deadline.  Until your Today's Bancorp
stock certificates have been surrendered, you will not receive certificates
representing the Riverview common stock (and cash in lieu of fractional
shares) or any dividends declared thereupon or cash issuable in exchange for
your Today's Bancorp common stock.  No interest will be accrued and/or paid on
the cash payable in exchange for shares of Today's Bancorp common stock or in
lieu of fractional shares or for dividends declared subsequent to the merger
pending surrender of your stock.  Additionally, failure to make an election or
to submit a properly completed Election Form and Letter of Transmittal
together with the Today's Bancorp stock certificates and any other required
documentation prior to the Election Deadline could reduce your opportunity to
receive your merger consideration in the form you desire.

<PAGE>



     Please give this matter your prompt attention.

                                  Sincerely,



                                  Dan Heine
                                  President and Chief Executive Officer

<PAGE>




                              Exhibit 99.4

                 Election Form and Letter of Transmittal

<PAGE>



                   ELECTION FORM AND LETTER OF TRANSMITTAL

This Election Form and Letter of Transmittal is being delivered in connection
    with the Agreement and Plan of Merger (the"Agreement") dated as of
       February  5, 2003 between Riverview Bancorp, Inc. ("Riverview")
         and Today's Bancorp, Inc. ("Today's Bancorp"), pursuant to
                which Today's Bancorp will merge with and into
                           Riverview (the "Merger").

                            TODAY'S BANCORP, INC.

By Mail or Overnight                                By Hand:
 Courier:              EXCHANGE AGENT: U.S. Stock   U.S. Stock Transfer
U.S. Stock Transfer    Transfer Corporation          Corporation
 Corporation            Shareholder Information     1745 Gardena Avenue
1745 Gardena Avenue         1-888-502-1404          Glendale, California 91204
Glendale, California
  91204

- ------------------------------------------------------------------------------
                 DESCRIPTION OF CERTIFICATE(S) SURRENDERED
- ------------------------------------------------------------------------------
Certificate(s) Enclosed or For Which Delivery is Guaranteed (Attach List if
   necessary)
- ------------------------------------------------------------------------------
Name(s) and Address(es) of
   Registered Holder(s)                                    Total Shares
 (Please fill in if blank)           Certificate          Represented By
   (See Instructions)                 Number(s)          Each Certificate
- ------------------------------------------------------------------------------

                                  --------------------------------------------

                                  --------------------------------------------

                                  --------------------------------------------

                                  --------------------------------------------

                                  --------------------------------------------

- ------------------------------------------------------------------------------
[ ] Check the box to the left if      Total Shares
    you have lost any of your
    certificates
- ------------------------------------------------------------------------------

     PLEASE READ THE INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS FORM.
[ ]  Check here if any certificate(s) referred to above are not being
     transmitted herewith in which case the Guarantee of Delivery Form must be
     completed.  See Instruction B. (1).
[ ]  Check here if this is a joint Election Form and Letter of Transmittal
     relating to shares of Today's Bancorp common stock held in more than one
     name.  See Instructions A. (3).

- ------------------------------------------------------------------------------
                         ELECTION AUTHORIZATION
The undersigned elects ("Election") to have the undersigned's shares of common
stock of Today's Bancorp, no par value  per share ("Today's Bancorp common
stock"), represented by the certificate(s) thereof enclosed herewith or with
respect to which delivery is guaranteed as provided herein, converted into the
right to receive the merger consideration for such shares of Today's Bancorp
common stock represented by such  certificate(s) as indicated below (check
only one of the following; if you check more than one box, you will be
considered NO ELECTION):

[ ] STOCK ELECTION.  A stock payment of Riverview common stock, par value
    $0.01 per share ("Riverview common stock"), for each share of Today's
    Bancorp common stock represented by certificate(s) thereof enclosed or as
    to which delivery is guaranteed and a cash payment in lieu of any
    fractional shares,  such stock and cash payments in amounts as provided in
    the Agreement and Plan of Merger ("Stock Election"); or
[ ] CASH ELECTION.  A cash payment of $13.77 per share, subject to adjustment
    as provided in the Agreement and Plan of Merger,  for each share of
    Today's Bancorp common stock represented by certificate(s) thereof
    enclosed or as to which delivery is guaranteed ("Cash Election"); or
[ ] NO ELECTION.  No preference with respect to the receipt of either of the
    elections above in exchange for the total number of shares of Today's
    Bancorp common stock represented by certificate(s) thereof enclosed or as
    to which delivery is guaranteed ("No Election").
- ------------------------------------------------------------------------------

         Please make sure that you complete the Substitute Form W-9
  You must complete the Guarantee of Delivery Form if you are not enclosing
              shares of Today's Bancorp common stock

     It is understood that the Election is subject to the terms, conditions
and limitations set forth in the Agreement, Proxy Statement-Prospectus and
this Election Form and Letter of Transmittal.  In particular, all Elections
are subject to the limitation that 45% of Today's Bancorp common stock will be
converted into Riverview common stock and 55% of the Today's Bancorp common
stock will be converted into cash.
     Unless otherwise indicated under Special Payment or Special Delivery
Instructions, the check constituting the payment for Cash Election and any
check for payment in lieu of fractional shares or otherwise, and the
certificates for shares of Riverview common stock to be issued under the Stock
Election, will be issued in the name(s) of the person(s) submitting this
Election Form and Letter of Transmittal as set forth above.  Similarly, unless
otherwise indicated under Special Payment of Special Delivery Instructions,
such check and/or certificates will be mailed to the person(s) submitting this
Election Form and Letter of Transmittal at the address as set forth above.
     NOTE: The tax consequences of an Election to a holder of shares of
Today's Bancorp common stock can vary depending on the election chosen.  For
information on the federal income tax consequesnces of the elections, see "The
Merger-Material Federal Income Tax Consequences of the Merger" in the Proxy
Statement-Prospectus.  HOLDERS OF TODAY'S BANCORP COMMON STOCK SHOULD CONSULT
THEIR OWN ADVISORS AS TO THE TAX CONSEQUENCES OF THE MERGER TO SUCH HOLDERS,
INCLUDING STATE AND LOCAL EFFECTS.
     NOTE FURTHER: RIVERVIEW MAY ADJUST AN ELECTION.  The ability of Today's
Bancorp shareholders to elect to receive all cash is subject to, among other
things,  a requirement that 55% of the Today's Bancorp common stock will be
converted into cash.  If the total Cash Elections are greater, or less, than
the aggregate cash consideration, the Cash Elections will be reallocated as
follows so that the resultant exchange for cash is as close as practical to
the aggregate cash consideration:
     (i) If the Cash Elections total more than the aggregate cash
consideration, all No Election shares will be converted to Stock Election
shares.  If after the conversion of the No Election shares, the total Cash
Elections are still more than the aggregate cash consideration, then on a pro
rata basis, a sufficient number of shares from among the holders of Cash
Election shares will be converted into Stock Election shares, so that the
total cash paid equals as closely as practicable the aggregate cash
consideration.  This proration will reflect the proportion that the number of
Cash Election shares of each holder of Cash Election shares bears to the total
number of Cash Election shares.

<PAGE>



     (ii) If the Cash Elections total less than the aggregate cash
consideration, a sufficient number of shares will be converted on a pro rata
basis into Cash Election shares, first from among the holders of No Election
shares and then, if necessary, from among the holders of Stock Election
shares, so that the total cash paid equals as closely as practicable the
aggregate cash consideration.  This proration will reflect the proportions
that the number of Stock Election shares of each holder of Stock Election
shares bears to the total number of Stock Election shares.
     The undersigned hereby represents and warrants that the undersigned has
full power and authority to submit, sell, assign and transfer the above
described shares of Today's Bancorp common stock and that when the same are
accepted for exchange by Riverview, Riverview will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims.  The undersigned ,
upon request, will execute and deliver any additional documents necessary or
desirable to complete the exchange of the shares under the Agreement.  The
undersigned hereby constitutes and appoints the Exchange Agent as his, her or
its true and lawful agent and attorney-in-fact to effect such surrender of the
shares and, if necessary under the Agreement, to transfer the shares on the
books of Today's Bancorp.  The undersigned represents that he, she or it has
read and agreed to all of the terms and conditions set forth herein and in the
Proxy Statement-Prospectus.  Delivery of the enclosed certificate(s) shall be
effected, and the risk of loss and title to such certificate(s) shall pass,
only upon proper delivery thereof to the Exchange Agent.  All authority herein
conferred shall survive the death or incapacity of the undersigned, and each
of them, and any obligation of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the
undersigned.  In no event will the Exchange Agent be liable to a holder of
shares of Today's Bancorp common stock for any Riverview common stock or
dividends thereon or cash delivered in good faith to a public official
pursuant to any applicable abandoned property, escheat or similar law.
     The undersigned authorizes and instructs you, as Exchange Agent, to
deliver to Riverview such certificate(s) and to receive on behalf of the
undersigned, in exchange for the Today's Bancorp common stock represented
thereby, any check or any certificate(s) for shares of Riverview common stock
issuable to the undersigned pursuant to the Merger.  If such certificate(s)
are not delivered herewith, there is furnished herein a Guarantee of Delivery
Form for such shares of Today's Bancorp common stock from a member of a
registered national securities exchange or of the National Associations of
Securities Dealers, Inc. ("NASD") or a commercial bank or trust company in the
United States.

- ----------------------------------------  ------------------------------------
    SPECIAL PAYMENT INSTRUCTIONS              SPECIAL DELIVERY INSTRUCTIONS
  (See Instructions B.(2) and B.(3))             (See Instruction B.(4))

To be completed ONLY if check is to be    To be completed ONLY if check and/or
payable to, and/or certificate(s) for     certificate(s) for Riverview common
Riverview common stock are to be issued   stock are to be mailed to someone
to someone other than the person sub-     other than the registered holder(s)
mitting this Election Form and Letter     or to the registered holder(s) at
of Transmittal.  For additional payment   an address other than indicated
instructions, please attach additional    above.  For additional payment in-
sheet.                                    structions, please attach additional
                                          sheet.
Issue [ ] Check                           Mail [ ] Check
      [ ] Certificate(s)                       [ ] Certificate(s)

Name:                                     Name:
     ---------------------------------         -------------------------------
Address:                                  Address:
        ------------------------------             ---------------------------

- --------------------------------------    ------------------------------------
                            (Zip Code)                              (Zip Code)

Tax Identification or
Social Security Number
                      ----------------
- ----------------------------------------  ------------------------------------




- ------------------------------------------------------------------------------
     HOLDERS OF SHARES OF TODAY'S BANCORP COMMON STOCK MUST SIGN BELOW

Important Note Concerning Signatures:        PLEASE SIGN HERE:
The signature (or signatures, in the case
of certificates owned by two or more         ---------------------------------
holders) must appear exactly as the name(s)  Signature of Owner
appear(s) on the stock certificate(s),
or must be signed by the person(s) author-   ---------------------------------
ized to become registered holder(s) by       Signature of Owner
certificate(s) and documents transmitted
herewith.  If holders improperly complete    ---------------------------------
this section, such multiple holders will     Signature of Owner
be considered a Non-Electing Shareholder.
See Instruction A.(5).  If signature is by   ---------------------------------
attorney-in-fact, executor, administrator,   Taxpayer Identification or Social
trustee, guardian, officer of a corpora-       Security Number
tion or others acting in a representative
or fiduciary capacity, set forth full title
and see Instruction B.(1).
In case the Exchange Agent needs to contact
you, please provide your daytime telephone
number.

- ------------------------------------------
         Area Code and Telephone

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
                      MEDALLION SIGNATURE(S) GUARANTEE
THE FOLLOWING IS ONLY REQUIRED IF:
(a) Signature on Election Form and Letter of Transmittal does not correspond
    to those on stock certificate(s) (see Instruction B.(1)), or
(b) Checks and certificates are to be made payable to, or registered in, names
    other than those appearing on the stock certificate(s) (see Instruction
    B.(2)).

Authorized Signature:

- ---------------------------------------------------------------------------

Name of Firm:
- ---------------------------------------------------------------------------
                              (Name of firm Providing Medallion
                            Guarantee--Please Print Complete Name)
Address:                                   Date:

- ----------------------------------------        -------------------, -----
City               State        Zip Code

- ------------------------------------------------------------------------------

<PAGE>



- ------------------------------------------------------------------------------
                  PAYER'S NAME: RIVERVIEW BANCORP, INC.
- ------------------------------------------------------------------------------
SUBSTITUTE                   Part 1-PLEASE PROVIDE
Form W-9                     YOUR TIN IN THE BOX AT  -------------------------
                             THE RIGHT AND CERTIFY   Social Security Number(s)
(See Instruction B.(8))      BY SIGNING AND DATING
Please fill in your name     BELOW                   OR
 and address below
                                                     -------------------------
- ---------------------------                           Employee Identification
Name                                                          Number(s)
                             -------------------------------------------------
- ---------------------------  Part 2-Certification Under Penal-    Part 3-
Address (number and street)  ties of Perjury, I certify that:

- ---------------------------  (1) The number shown on the form is
City, State and Zip Code         my correct Taxpayer Identifica-
                                 tion Number (or I am waiting
Department of the Treasury       for a number to be issued to     Awaiting
Internal Revenue Service         me) and                            TIN    [ ]
                                                                  ------------
Payer's Request for Tax-     (2) I am not subject to backup       Part 4- For
payer Identification             withholding because I am         Payee Exempt
                                 exempt from backup withhold-     From Backup
                                 ing, or (b) I have not been      Withholding
                                 notified by the Internal Revenue
                                 Service ( IRS ) that I am sub-
                                 ject to backup withholding as a
                                 result of failure to report all
                                 interest or dividends or (c)
                                 the IRS has notified me that I
                                 am no longer subject to backup
                                 withholding.                     Exempt   [ ]
                             -------------------------------------------------
                             Certificate Instructions   You must cross out
                             Item (2) in Part 2 above if you have been
                             notified by the IRS that you are currently
                             subject to backup withholding because of under
                             reporting interest or dividends on your tax
                             return.  However, if after being notified by the
                             IRS that you were subject to backup withholding,
                             you received another notification from the IRS
                             stating that you are no longer subject to backup
                             withholding, do not cross out Item (2).  If you
                             are exempt from backup withholding, check the box
                             in Part 4 above.

                             SIGNATURE                    DATE
                                      ------------------      ----------------
- ------------------------------------------------------------------------------

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITH-
       HOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER.
       PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
       IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

        YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED
                  THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

- ------------------------------------------------------------------------------
            CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not be issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal
Revenue Service Center or Social Security Administration Office or (b) I
intend to mail or deliver an application in the near future.  I understand
that if I do not provide a taxpayer identification number to you within 60
days, you are required to withhold 31% of all reportable payments thereafter
made to me until I provide a number.

- -------------------------------------         --------------------------------
             Signature                                    Date

- ------------------------------------------------------------------------------

                              INSTRUCTIONS

A.  Special Conditions

    (1)  Time in Which to Make an Election.  To be effective, this Election
Form and Letter of Transmittal (or a facsimile hereof if delivery of the
certificates is guaranteed), properly completed, accompanied by the
certificate(s) representing all of the holder's shares of Today's Bancorp
common stock or a proper guarantee of delivery thereof, must be received by
U.S. Stock Transfer, the Exchange Agent, at the address set forth on the first
page of this Election Form and Letter of Transmittal, not later than 5:00
p.m., Pacific Time, on ______, 2003 ("Election Deadline").  A holder of shares
of Today's Bancorp common stock whose Election Form and Letter of Transmittal
and certificate(s) or proper guarantee(s) of delivery of certificate(s) are
not so received or who revokes its Election Form and Letter of Transmittal
will be considered a Non-Electing Shareholder.  See Instruction A.(5) below.
The method of delivery of all documents is at the option and risk of the
Today's Bancorp shareholder, but if sent by mail, registered mail, properly
insured, with return receipt requested, is recommended.

    (2)  Change or Revocation of Election.  A holder of shares of Today's
Bancorp common stock who has made an Election may at any time prior to the
Election Deadline change such Election by submitting to the Exchange Agent a
revised Election Form and Letter of Transmittal (or a facsimile thereof),
properly completed and signed, that is received by the Exchange Agent prior to
the Election deadline.

    (3)  Joint Forms of Election.  For purposes of this Election Form and
Letter of Transmittal and the allocation procedures described under "NOTE
FURTHER: RIVERVIEW MAY ADJUST ANY ELECTION," holders of shares of Today's
Bancorp common stock who join in making a joint Election will be considered to
be a single holder of such shares.  Joint Election Forms and Letters of
Transmittal may be submitted only by persons submitting certificates
registered in different forms of the same name (e.g. "John Smith" on one
certificate and "J. Smith" on another) and by persons who may be considered to
own each other's shares by reason of the ownership attribution rules contained
in Section 318(a) of the Internal Revenue Code of 1986, as amended.  If this
Election Form and Letter of Transmittal is submitted as joint Election Form
and Letter of Transmittal, each record holder of shares of Today's Bancorp
common stock covered hereby must properly sign this Election Form and Letter
of Transmittal in accordance with Instruction B.(1), attaching additional
sheets if necessary.  The signatures of such holders will be deemed to
constitute a certificate that the persons submitting a joint Election Form and
Letter of Transmittal are eligible to do so.

     (4)  Forms of Election Nominees.  Any record holder of shares of Today's
Bancorp common stock who is a nominee may submit one or more Election Forms
and Letters of Transmittal, indicating on the Form or Forms a combination of
Elections covering up to the aggregate number of shares of Today's Bancorp
common stock owned by such record holder.  However, upon the request of
Riverview, such record holders will be required to certify to the satisfaction
of Riverview that such record holder holds such shares of Today's Bancorp
common stock as nominee for the beneficial owners of such shares.  Each
beneficial owner for whom such an Election Form and Letter

<PAGE>



of Transmittal is so submitted will be treated as a separate shareholder of
Today's Bancorp for purposes of allocating Riverview common stock and cash
payments to be issued upon consummation of the Merger.

    (5)  Shares as to Which No Election is Made.  Holders of shares of Today's
Bancorp common stock who mark the "No Election" box on this Election Form and
Letter of Transmittal, or who fail to submit a properly completed Election
Form and Letter of Transmittal together with certificate(s) representing their
shares of Today's Bancorp common stock or as to which delivery of such shares
is guaranteed by the Election Deadline, or who revoke their previously
submitted Election Form and Letter of Transmittal and fail to submit a
properly completed Election Form and Letter of Transmittal together with
certificate(s) representing their shares of Today's Bancorp common stock or as
to which delivery is guaranteed ("Non-Electing Shareholder"), shall have their
shares of Today's Bancorp common stock converted into the right to receive per
share either a cash payment of $13.77 or  shares of Riverview common stock in
accordance with the allocation and proration provisions of the Agreement.  In
addition, a holder who does not tender an election for all his or her shares
will be deemed to be a Non-Electing Shareholder with respect to those shares
not tendered.

B.  General

    (1)  Signatures.  The signature (or signatures, in this case of
certificates owned by two or more joint holders of certificates for which a
joint Election Form and Letter of Transmittal is submitted) on the Election
Form and Letter of Transmittal should correspond exactly with the name(s) as
written on the face of the certificate(s) unless the shares of Today's Bancorp
common stock described on this Election Form and Letter of Transmittal have
been assigned by the registered holder(s), in which event, this Election Form
and Letter of Transmittal should be signed in exactly the same form as the
name of the last transferee indicated on the transfers attached to or endorsed
on the certificate(s).

     If this Election Form and Letter of Transmittal is signed by a person
other than the registered owner of the certificate(s) listed, the
certificate(s) must be endorsed or accompanied by appropriate stock power(s),
in either case signed by the registered owner(s) in the name(s) that appear on
the certificate(s), and the signature(s) appearing on such endorsement(s) or
stock power(s) and on this Election Form and Letter of Transmittal must be
guaranteed by an eligible financial institution or broker who is a
member/participant in a Medallion Program approved by the Securities Transfer
Association, Inc.

     If this Election Form and Letter of Transmittal is signed by a trustee,
executor, administrator, guardian, officer of a corporation, attorney-in-fact
or by any others acting in a representative or fiduciary capacity, the person
signing, unless he is the registered owner, must give such person's full title
in such capacity, and appropriate evidence of authority to act in such
capacity must be forwarded to the Exchange Agent with this Election Form and
Letter of Transmittal.

     The certificate(s) may be surrendered by a firm acting as agent for the
registered holder(s) if such firm is a member of a registered national
securities exchange or of the NASD or is a commercial bank or trust company in
the United States.

     (2)  Special Payment Instructions.  If check or certificates representing
Riverview common stock are to be payable to the order of or registered in
other than exactly the name(s) that appear(s) on the certificate(s)
representing shares of Today's Bancorp common stock being submitted herewith,
the certificate(s) submitted herewith must be endorsed, or accompanied by
appropriate signed stock power(s), and the signature(s) appearing on such
endorsement(s) or stock power(s) and on this Election Form and Letter of
Transmittal must be guaranteed by an eligible financial institution or broker
who is a member/participant in a Medallion Program approved by the Securities
Transfer Association, Inc.  Please also check the appropriate box in "Special
Payment Instructions" on the Election Form and Letter of Transmittal.

     (3)  Stock Transfer Taxes.  It will be a condition to the issuance of any
check or certificate for Riverview common stock in any name(s) other than the
name(s) in which  the surrendered certificate(s) for shares of Riverview
common stock is (are) registered that the person(s) requesting the issuance of
such check or certificate for Riverview common stock either pay to the
Exchange Agent any transfer or other taxes required by reason of such
issuance, or establish to the satisfaction of the Exchange Agent that such tax
has been paid or is not applicable.

     (4)  Special Delivery Instructions.  If checks or certificates
representing Riverview common stock are to be delivered to someone other than
the registered holder(s), or to the registered holder(s) at an address other
than that appearing above, please check the appropriate box in "Special
Delivery Instructions" and insert the appropriate address in the space
provided on this Election Form and Letter of Transmittal.

     (5)  Lost Certificate.  If any certificate representing shares of Today's
Bancorp common stock has been lost, stolen or destroyed, the shareholder
should immediately complete and sign the Election Form and Letter of
Transmittal and deliver it to the Exchange Agent together with any
certificate(s) of Today's Bancorp common stock then in the shareholder's
possession.  Include also a letter indicating that some or all stock
certificates have been lost, stolen or destroyed and explain the
circumstances, if possible, under which the certificates were lost, stolen or
destroyed.  The Exchange Agent will, upon receipt thereof, contact such
shareholder with instructions as to how to proceed.  The Election Form and
Letter of Transmittal and related documents cannot be processed until the
lost, stolen or destroyed certificate(s) has (have) been replaced.
Accordingly, if a holder of shares of Today's Bancorp common stock has had
those certificates lost, stolen or destroyed and wishes to safeguard his right
to make an Election, such holder must act promptly.  All costs and expenses
associated with the processing of the issuance of certificates for those
claimed as lost, stolen or destroyed, including the cost of indemnity, if
required, will be paid by the shareholder making such claim.

     (6)  Determination of Questions.  All questions with respect to this
Election Form and Letter of Transmittal and Elections made by holders of
shares of Today's Bancorp common stock (including, without limitation,
questions relating to the time limits or effectiveness or revocation of any
Elections and questions relating to computations as to allocations) will be
determined by Riverview and/or the Exchange Agent, whose determination shall
be conclusive and binding.  Riverview shall have the absolute right to reject
any and all Election Forms and Letters of Transmittal not in proper form or to
waive any irregularities in any such form, although it does not represent that
it will do so.  Riverview and/or the Exchange Agent may, but are not required
to, take reasonable action to inform holders of Today's Bancorp common stock
of any defects and may take reasonable action to assist such holders to
correct any such defects; however, neither Riverview not the Exchange Agent
are under any obligation to notify a holder of shares of Today's Bancorp
common stock of any defect in an Election Form and Letter of Transmittal.

     (7)  Questions and Request for Information.  Questions and requests for
information or assistance relating to this Election Form and Letter of
Transmittal should be directed to U.S. Stock Transfer, Investor Relations,
telephone (818) 502-1404.  Additional copies of this Election Form and Letter
of Transmittal may be obtained from the Exchange Agent at the telephone number
above or from Today's Bancorp, Inc., 204 SE Park Plaza, Number 109, Vancouver,
Washington 98668 (telephone (360) 258-6329) or from Riverview Bancorp, Inc.,
900 Washington Street, Suite 900, Vancouver, Washington 98660 (telephone (360)
693-6650).

     (8)  Substitute Form W-9.  Each shareholder is required to provide the
Exchange Agent with a correct Taxpayer Identification Number of Substitute
Form W-9, which is provided under "Important Tax Information," and to indicate
that the shareholder is not subject to backup withholding, if applicable.

<PAGE>



                              Exhibit 99.5

                     Notice of Guaranteed Delivery

<PAGE>



                     NOTICE OF GUARANTEED DELIVERY
                                   OF
                         SHARES OF COMMON STOCK
                                   OF
                         TODAY'S  BANCORP, INC.

This form, or a facsimile hereof, must be used in connection with your
election if:

     (a)  the certificates for your shares of common stock of Today's Bancorp,
          Inc. are not immediately available;

     (b)  time will not permit the Election Form and Letter of Transmittal
          ("Election Form") and other required documents to be delivered to
          the Exchange Agent on or before 5:00 p.m., Pacific time, on
          ____________, 2003 (the "Election Deadline"); or

     (c)  the procedures for book-entry transfer cannot be completed on a
          timely basis.

This form may be delivered by hand, mail or facsimile transmission to the
Exchange Agent, and must be received by the Exchange Agent on or before the
Election Deadline.

                         The Exchange Agent is:

                          U. S STOCK TRANSFER

By Mail:                  By Hand:                  By Overnight Courier:

U.S. Stock Transfer       U.S. Stock Transfer       U.S. Stock Transfer
 Corporation                Corporation               Corporation
1745 Gardena Avenue       1745 Gardena Avenue       1745 Gardena Avenue
Glendale, California      Glendale, California      Glendale, California
  91204                     91204                     91204

      Delivery of this form to an address other than as set forth above
       or transmission via facsimile to a number other than one listed
                above does not constitute a valid delivery.

Ladies and Gentlemen:

The undersigned hereby surrenders to U.S. Stock Transfer, the Exchange Agent,
upon the terms and subject to the conditions set forth in the Proxy
Statement-Prospectus and the related Election Form, receipt of which are
hereby acknowledged, the number of shares of common stock of Riverview set
forth on the reverse side pursuant to the guaranteed delivery procedures
outlined in the section of the Proxy Statement-Prospectus entitled "The
Merger--Election Procedures; Surrender of Stock Certificates."

<PAGE>




- ------------------------------------------------------------------------------
Number of Shares Surrendered:
                             -----------------------------------

Certificate Nos. (if available):
                                --------------------------------

[  ] Check box if shares will be surrendered by book-entry transfer.
 --
DTC Account Number:
                   ------------------

Name(s) of Record Holder(s):
                            -----------------------------------------------

Address:
        -------------------------------------------------------------------

- ---------------------------------------------------------------------------

Area Code and Telephone Number: (    )
                                 -------------------------

Social Security Number:      -       -             or
                        ----   -----   ----
   Employer identification number:       -       -
                                    ----   -----   ----

Dated:                     , 2003
      ---------------------           -------------------------------------

                                      -------------------------------------
                                                   Signature(s)

- ------------------------------------------------------------------------------

                               GUARANTEE

The undersigned, a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office, branch, or agency in the
United States, hereby guarantees to deliver to the Exchange Agent certificates
representing the shares tendered hereby, in proper form for transfer (or
surrender shares pursuant to the procedure for book-entry transfer into the
Exchange Agent's account at The Depository Trust Company), together with (i) a
properly completed and duly executed Election Form (or facsimile thereof) with
any required signature guarantees, and (ii) any other required document,
within three business days after the Election Deadline.

Name of Firm:
             -----------------------     ----------------------------------
                                               (authorized signature)

Address:                                 Name:
        ----------------------------          -----------------------------

- ------------------------------------     Title:
City        State           Zip Code           ----------------------------

Area Code and
 Tel. No.:                               Dated:                   , 2003
          --------------------------           -------------------

         DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK
             CERTIFICATES MUST BE SENT WITH THE ELECTION FORM.

This form is not to be used to guarantee signatures. If a signature on a Form
of Election requires a Medallion Signature Guarantee, such guarantee must
appear in the applicable space provided on the Form of Election.

<PAGE>



                              Exhibit 99.6

                Guidelines for Certification of Taxpayer
              Identification Number on Substitute Form W-9

<PAGE>



                                             Riverview / Today's Bancorp, Inc.


        GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
                           ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for Shareholder
(You) to Give Social security numbers have nine digits separated by two
hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits
separated by only one hyphen: i.e. 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" means the Internal Revenue
Service.


<PAGE>
<TABLE>

<s>                            <c>                      <c>                             <c>
- ------------------------------------------------------------------------------------------------------------
                               Give the SOCIAL                                          Give the EMPLOYER
                               SECURITY                                                 IDENTIFICATION
For this type of account:      number of __             For this type of account:       number of __
- ------------------------------------------------------------------------------------------------------------

1.  Individual                 The individual           6.  Sole proprietorship         The owner (3)

2.  Two or more individuals    The actual owner of a    7.  A valid trust, estate, or   The legal entity (4)
                               valid trust, estate, or      pension trust
                               account or, if combined
                               funds, any one of the    8.  Corporate                   The corporation
                               individuals(1)

3.  Custodian account of a     The minor (2)            9.  Association, club, reli-    The organization
    minor (Uniform Gift to                                  gious, charitable, educa-
    Minors Act)                                             tion or other tax-exempt
                                                            organization

4.  a.  The usual revocable    The grantor-trustee (1) 10.  Partnership                 The partnership
        savings trust account
        (grantor is also                               11.  A broker or registered      The broker or
        trustee)                                            nominee                     nominee

5.  Sole proprietorship        The owner               12.  Account with the Department The public entity
    guardian or committee for                               of Agriculture in the name
    a designated ward, minor,                               of a public entity (such as
    or incompetent person                                   a State or local government,
                                                            school district or prison)
                                                            that receives agricultural
                                                            program payments

</TABLE>



(1)  List first and circle the name of the person whose number you furnish. If
     only one person on a joint account has a social security number, that
     person's number must be furnished.

(2)  Circle the minor's name and furnish the minor's social security number.

(3)  You must show your individual name, but you may also enter your business
     or "doing business as" name. You may use either your social security
     number or your employer identification number (if you have one).

(4)  List first and circle the name of the legal trust, estate, or pension
     trust. (Do not furnish the taxpayer identification number of the personal
     representative or trustee unless the legal entity itself is not
     designated in the account title.)

Note:  If no name is circled when there is more than one name listed, the
       number will be considered to be that of the first name listed.

<PAGE>




       GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
                           ON SUBSTITUTE FORM W-9
                                   Page 2


OBTAINING A NUMBER

If you don't have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Card, at the local Social Security
Administration office, or Form SS-4, Application for Employer Identification
Number, by calling 1(800) TAX-FORM, and apply for a number.

Payees Exempt From Backup Withholding

Payees specifically exempted from withholding include:

     *     An organization exempt from tax under Section 501(a), an individual
           retirement account (IRA), or a custodial account under Section
           403(b)(7), if the account satisfies the requirements of Section
           401(f)(2).

     *     The United States or a state thereof, the District of Columbia, a
           possession of the United States, or a political subdivision or
           wholly owned agency or instrumentality of any one or more of the
           foregoing.

     *     An international organization or any agency or instrumentality
           thereof.

     *     A foreign government or any political subdivision, agency or
           instrumentality thereof.

Payees that may be exempt from backup withholding include:

     *     A corporation.

     *     A financial institution.

     *     A dealer in securities or commodities required to register in the
           United States, the District of Columbia, or possession of the
           United States.

     *     A real estate investment trust.

     *     A common trust fund operated by a bank under Section 584(a).

     *     An entity registered at all times during the tax year under the
           Investment Company Act of 1940.

     *     A middleman known in the investment community as a nominee or
           custodian.

     *     A futures commission merchant registered with the Commodity Futures
           Trading Commission.

     *     A foreign central bank of issue.

     *     A trust exempt from tax under Section 664 or described in Section
           4947.

Payments of dividends and patronage dividends generally exempt from backup
withholding include:

     *      Payments to nonresident aliens subject to withholding under
            Section 1441.

<PAGE>



     *      Payments to partnerships not engaged in a trade or business in the
            United States and that have at least one nonresident alien
            partner.

     *      Payments of patronage dividends not paid in money.

     *      Payment made by certain foreign organizations.

     *      Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

     *      Payment of interest or obligations issued by individuals. (Note:
            you may be subject to backup withholding if this interest is $600
            or more and is paid in the course of the payer's trade or
            business and you have not provided your correct taxpayer
            identification number to the payer).

     *      Payment of tax-exempt interest (including exempt-interest
            dividends under Section 852).

     *      Payments described in Section 6049(b)(5) to nonresidential aliens.

     *      Payments on tax-free covenant bonds under Section 1451.

     *      Payments made by certain foreign organizations.

     *      Mortgage or student loan interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt form
backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N and the regulations thereunder.

Exempt payees should complete a Substitute Form W-9 to avoid possible
erroneous backup withholding. Furnish your taxpayer identification number,
write "exempt" on the face of the form, sign and date the form and return it
to the payer.

Privacy Act Notice

Section 6109 requires you to provide your correct taxpayer identification
number to payers who must report the payments to the IRS. The IRS uses the
numbers for identification purposes and to help verify the accuracy of your
return and may also provide this information to various government agencies
for tax enforcement or litigation purposes. Payers must be given the numbers
whether or not recipients are required to file tax returns. Payers must
generally withhold 30% of taxable interest, dividend, and certain other
payments made in 2002 and 2003 to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.

Penalties

(1)  Failure to Furnish Taxpayer Identification Number - If you fail to
     furnish your taxpayer identification number to a payer, you are subject
     to a penalty of $50 for each such failure unless your failure is due to
     reasonable cause and not to willful neglect.

(2)  Civil Penalty for False Information With Respect to Withholding - If you
     make a false statement with no reasonable basis that results in no backup
     withholding, you are subject to a $500 penalty.

(3)  Criminal Penalty for Falsifying Information - Willfully falsifying
     certifications or affirmations may subject you to criminal penalties
     including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONSULT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

<PAGE>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
