EXECUTION COPY






                        ASSET PURCHASE AND SALE AGREEMENT


                             ROOSEVELT BRANCH OFFICE


                          DATED AS OF JANUARY 26, 1998


                                     BETWEEN


                           CARVER FEDERAL SAVINGS BANK


                                       AND

                        CITY NATIONAL BANK OF NEW JERSEY


<PAGE>


                                TABLE OF CONTENTS

                                                                   Page No.

                                    ARTICLE I

                                   DEFINITIONS

                                   ARTICLE II

                TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES
2.1.     Purchase and Sale of Assets                                  7
2.2.     Excluded Assets and Liabilities                              8
2.3.     Assignment and Assumption of Deposits                        8
2.4.     Assignment and Assumption of Other Liabilities               8
2.5.     Adjustment for Income, Expenses, Pre-payments and Fees       8
2.6.     Estimated Transfer Payment                                   9
2.7.     Post-Closing Schedule                                       10
2.8.     Final Settlement                                            11
2.9.     Allocation of Purchase Price                                11
2.10.    Limited Warranty; Nonrecourse; Conveyance                   12
2.11.    Risk of Loss; Repairs                                       12
2.12.    Removal of the Excluded  Personal Property                  13

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLER
3.1.     Corporate Organization and Powers                           14
3.2.     Corporate Authority; No Violation                           14
3.3.     Consents and Approvals                                      15
3.4.     Compliance With Law                                         15
3.5.     Title to Assets                                             16
3.6.     Contracts and the Lease                                     16
3.7.     Assignment of Assumed Liabilities                           17
3.8.     Litigation                                                  17
3.9.     Environmental                                               18
3.10.    Finders or Brokers                                          18
3.11.    Financial Information                                       19
3.12.    Taxes                                                       19
3.13.    State of the Leased Property                                20
3.14.    Employees                                                   20
3.15.    Deposit Insurance                                           20

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER
4.1.     Corporate Organization and Powers                           21
4.2.     Corporate Authority; No Violation                           21
4.3.     Consents and Approvals                                      22
4.4.     Litigation                                                  22
4.5.     Finders or Brokers                                          22
4.6.     Estimates, Projections and Other Predictions                22

                                    ARTICLE V

                            COVENANTS OF THE PARTIES
5.1.     Business Obligations                                        23
5.2.     Cooperation and Further Assurances.                         24
5.3.     Legal and Regulatory Matters                                24
5.4.     Payment of Liabilities                                      25
5.5.     Interest Reporting                                          25
5.6.     Transfer Fees                                               25
5.7.     Reports                                                     25
5.8.     Branch Account Report                                       26
5.9.     General Notices to Depositors                               26
5.10.    Insurance                                                   27
5.11.    Use of Names, Trademarks and Service Marks                  27
5.12.    Additional Contracts                                        28
5.13.    Updating Schedules                                          28
5.14.    General Conversion Matters                                  28
5.15.    Covenant Not to Compete                                     28

                                   ARTICLE VI

                                EMPLOYEE MATTERS
6.1.     Employee Matters                                            29
6.2.     Notice of Closing                                           30

                                   ARTICLE VII

                               CERTAIN TAX MATTERS
7.1.     Certain Tax Matters                                         31
7.2.     Bulk Sales Procedures and Sales Tax                         32

                                  ARTICLE VIII

                   OBLIGATIONS OF PARTIES ON THE CLOSING DATE
8.1.     Closing Date/Closing                                        32
8.2.     Obligations of Seller on the Closing Date                   33
8.3.     Obligations of Purchaser on the Closing Date                33

                                   ARTICLE IX

                     CONDITIONS TO EACH PARTY'S OBLIGATIONS
9.1.     Approval of Governmental Authorities                        33
9.2.     No Injunctions or Restraints                                34
9.3.     Illegality                                                  34

                                    ARTICLE X

                      CONDITIONS TO PURCHASER'S OBLIGATIONS
10.1.    Representations and Warranties True; Obligations Performed  34
10.2.    Opinion of Counsel         35
10.3.    No Pending Proceedings or Governmental Actions              35
10.4.    Consents 35

                                   ARTICLE XI

                       CONDITIONS TO SELLER'S OBLIGATIONS
11.1.    Representations and Warranties True; Obligations Performed  35
11.2.    Opinion of Counsel                                          35
11.3.    No Pending Proceedings or Governmental Actions              36
11.4.    Consents 36

                                   ARTICLE XII

                                 INDEMNIFICATION
12.1.    Seller to Indemnify                                         36
12.2.    Purchaser to Indemnify                                      37
12.3.    Procedure for Indemnification                               38
12.4.    Production of Witnesses                                     40
12.5.    Survival                                                    40

                                  ARTICLE XIII

                                   TERMINATION
13.1.    Methods of Termination                                      40
13.2.    Effect of Termination                                       41

                                   ARTICLE XIV

                               GENERAL PROVISIONS
14.1.    Entire Agreement; Modification; Waiver                      42
14.2.    Counterparts                                                42
14.3.    Headings                                                    42
14.4.    Payment of Expenses                                         42
14.5.    Governing Law                                               42
14.6.    Addresses of Notice                                         42
14.7.    Publicity                                                   43
14.8.    Severability                                                44
14.9.    Enforcement of the Agreement                                44
14.10.   Binding Nature; Assignment                                  44
14.11.   No Third Party Rights                                       44



                                    EXHIBITS

EXHIBIT A:        BRANCH OFFICE

EXHIBIT B:        GENERAL CONVERSION MATTERS

EXHIBIT C:        BILL OF SALE

EXHIBIT D:        INSTRUMENT OF ASSUMPTION

EXHIBIT E:        SELLER'S OPINION OF COUNSEL

EXHIBIT F:        PURCHASER'S OPINION OF COUNSEL

EXHIBIT G:        NEW YORK MASTER ASSIGNMENT AND ASSUMPTION OF LEASE

EXHIBIT H:        LANDLORD CONSENT AND ESTOPPEL CERTIFICATE AND AGREEMENT
                  REGARDING LEASE

                                    SCHEDULES

Schedule 2.1(b)   - Loans
Schedule 2.1(c)   - Leased Property
Schedule 2.1(d)-1 - Furniture, Fixture and Equipment
Schedule 2.1(d)-2 - Excluded Personal Property
Schedule 2.1(f)   - Contracts
Schedule 2.1(i)   - Leasehold Improvements
Schedule 2.2      - Excluded Assets
Schedule 2.3      - Deposits
Schedule 2.6(a)   - Book Value Schedule
Schedule 2.9      - Allocation of Purchase Price
Schedule 3.3      - Seller's Consents and Approvals
Schedule 3.4      - Violation of Law
Schedule 3.5(b)   - Encumbrances to the Leased Property
Schedule 3.6(b)   - Major Contracts
Schedule 3.8      - Legal Actions
Schedule 3.9      - Exception to Environmental Warranties and Representations
Schedule 3.10     - Seller's Broker
Schedule 3.14     - Employees
Schedule 4.3      - Purchaser's Consents and Approvals
Schedule 4.4      - Purchaser's Legal Action
Schedule 4.5      - Purchaser's Broker
Schedule 5.1      - Business Exceptions

<PAGE>
                        ASSET PURCHASE AND SALE AGREEMENT

                  THIS ASSET PURCHASE AND SALE AGREEMENT  (the  "Agreement")  is
made as of January 26, 1998,  by and between  Carver  Federal  Savings Bank (the
"Seller") and City National Bank of New Jersey (the "Purchaser").

                                 R E C I T A L S

                  WHEREAS, Seller maintains a branch office listed in Exhibit A 
(the "Branch Office");

                  WHEREAS,  Seller  desires  to sell and  Purchaser  desires  to
acquire and operate the Branch  Office and the business  conducted at the Branch
Office;

                  WHEREAS,  Seller  desires to assign to Purchaser and Purchaser
desires to assume from Seller certain liabilities  relating to the Branch Office
and the business conducted at the Branch Office,  including certain  obligations
and liabilities  relating to the deposits of the Branch Office and certain other
obligations of Seller;

                  NOW, THEREFORE, in consideration of the foregoing recitals and
the following terms, covenants, and conditions, the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

0.1.     "ACH Accounts" is defined in the definition of "Deposits."

0.2.     "ACH Items" is defined in the definition of "Deposits."

0.3.     "Additional Contract" is defined in Section 5.12.

0.4.     "Affiliates" is defined in Section 12.1.

0.5.     "Assumed Liabilities" is defined in Section 2.4.

0.6.     "Assets" is defined in Section 2.1.

0.7.     "ATM" is defined in Section 2.1(a).

1.7.A    "Benefit  Plans"  shall  mean  plans  maintained  by Seller to  provide
         health, accident, disability, or retirement benefits to its employees.

1.7 B    "BIF" means the Bank Insurance Fund.

0.8.     "Book Value Schedule" is defined in Section 2.6(a).

0.9.     "Branch Account" is defined in Section 5.8.

0.10.    "Branch Account Report" is defined in Section 5.8.

0.11.  "Business  Day" means any day (other  than a Saturday or Sunday) on which
banking  institutions shall generally be open for the transaction of business in
the State of New York and the State of New Jersey.

0.12.  "Business  Retirement Plan",  "BRP",  "Keogh Account" or "Keogh" means an
account created by a trust for the benefit of employees (some or all of whom are
owner-employees) that complies with the provisions of Section 401 of the Code.

0.13.    "Cash" is defined in Section 2.1(a).

0.14.    "Closing" is defined in Section 8.1(b).

0.15.    "Closing Date" is defined in Section 8.1(a).

0.16.    "Code" is defined in Section 2.9.

0.17.    "Collection Accounts" is defined in the definition of "Deposits."

0.18.    "Confidential Information" is defined in Section 5.2.

0.19.    "Contracts" is defined in Section 2.1(f).

1.19A    "Covenant Not to Compete" is defined in Section 5.15.

0.20. The term  "Deposits"  shall mean all deposits (as defined in Section 31(1)
of the Federal  Deposit  Insurance Act as amended  ("FDIA"),  12 U.S.C.  Section
1813(1)),  including  without  limitation the aggregate  balances of all savings
accounts  (including  certificates of deposit) domiciled at the Branch Office as
of the close of business on the Closing Date,  including accounts  accessible by
negotiable orders of withdrawal ("NOW") or other demand instruments; all deposit
accounts  maintained by a customer for the stated purpose of the accumulation of
funds  to be drawn  upon at  retirement  ("Retirement  Accounts");  all  deposit
accounts domiciled at the Branch Office through which Seller accepts payments or
deposits  for  credit or deposit to another  account  domiciled  at such  Branch
Office (the "Collection Accounts"); all deposit accounts subject to arrangements
between  the  owner  of the  account  and a third  party  which  directly  makes
automated  clearing  house  debits and credits,  including,  but not limited to,
social security payments, Federal recurring payments, and other payments debited
and/or  credited on a regularly  scheduled  basis to or from such accounts (such
payments  being  hereinafter  referred to as the "ACH  Items" and such  accounts
being hereinafter referred to as the "ACH Accounts"); and all other accounts and
deposits, together with interest, if any, that is accrued but unposted as of the
close of business on the Closing Date provided that notwithstanding  anything to
the contrary contained in this Agreement, Seller shall not assign, and Purchaser
shall not assume, any Deposits subject to or involved in any form of litigation,
any  Deposits  as to which  assets of Seller have been  pledged as security  for
amounts in excess of the FDIC insured limits or any "Escheatable Deposits."

0.21.    "Deposit Obligations" is defined in Section 2.3.

0.22.    "Deposit Premium" is defined in Section 2.6(b).

0.23.    "Disagreement" is defined in Section 2.7(b).

0.24.    "Employees" means all persons employed by Seller at the Branch Office.

0.25.    "Encumbrances" is defined in Section 3.5.

0.26.    "Environmental  Laws" means all applicable federal,  state and local
laws and  regulations  and rules  relating  to  pollution  or the  discharge  of
Hazardous Substances into the environment.

0.27.  "Escheatable  Deposits"  means  Deposits  held on the Closing Date at the
Branch Office which, in the absence of any claim by the depositor thereof, is or
will  become  subject to  escheat,  in the  calendar  year in which the  Closing
occurs,  to the  State of New York or any other  state  pursuant  to  applicable
escheat and unclaimed property laws.

0.28.    "Estimation Date" is defined in Section 2.6(a).

0.29.     "Estimated Cash" is defined in Section 2.6(a).

0.30.    "Estimated Deposits" is defined in Section 2.6(a).

0.31.    "Estimated Loan Payment" is defined in Section 2.6(a).

0.32.    "Estimated Pro-Rata Adjustment" is defined in Section 2.6(a).

0.33.    "Estimated Transfer Amount" is defined in Section 2.6(b).

0.34.    "Excluded Assets" is defined in Section 2.2(a).

0.35.    "Excluded Liabilities" is defined in Section 2.2(b).

0.36.    "FDIA" is defined in the definition of "Deposits."

0.37.    "FDIC" means Federal Deposit Insurance Corporation.

0.38.    "FDIC Assessments" is defined in Section 2.5.

0.39.    "Final Settlement Date" is defined in Section 2.8.

0.40.    "Final Transfer Amount" is defined in Section 2.8.

0.41.    "FIRPTA Affidavit" is defined in Section 7.1(d).

0.42.    "GAAP" is defined in Section 3.11(a).

0.43.    "Government Entity" is defined in Section 3.3(a).

0.44.    "Hazardous Substances" means the definition of hazardous substances set
forth in the Federal Comprehensive Environmental Response Compensation and 
Liability Act, as amended.

0.45.    "Indemnitee" is defined in Section 12.3(a).

0.46.    "Indemnifying Party" is defined in Section 12.3(a).

0.47.    "Interest Period" is defined in Section 2.8.

0.48.    "IRA" means individual retirement account.

0.49.    "IRS" means Internal Revenue Service.

0.50.    "Keogh Account" or "Keogh" has the same meaning as "Business Retirement
Plan" or "BRP."

0.51.    "Leased Property" is defined in Section 2.1(c).

0.52.    "Leasehold Improvements" is in defined Section 2.1(g).

0.53.    "Lease" is defined in Section 2.1(c).

0.54.    "Legal Action" is defined in Section 3.8.

0.55.    "Loans" is defined in Section 2.1(b).

0.56.    "Losses" is defined in Section 12.1.

0.57.  "Material  Adverse Effect" means, as to Seller, a material adverse effect
on the Assets or on the business or operations conducted by Seller at the Branch
Office  or  on  the  ability  of  the  Seller  to  consummate  the  transactions
contemplated by this Agreement in accordance with its terms thereof;  and, as to
Purchaser,  a material  adverse effect on the business or operation of Purchaser
or the ability of Purchaser to consummate the transactions  contemplated by this
Agreement in accordance with its terms.

0.58.    "Material Part" is defined in Section 2.11(e).

0.59.  "Material  Violation"  means a violation  which,  individually  or in the
aggregate with all other such  violations,  would have a Material Adverse Effect
or constitute or give rise to a default under, result in the termination of or a
right of termination or cancellation under,  accelerate the performance required
by, or result in the creation of any lien, pledge, security interest,  charge or
other  encumbrance  upon any of the Assets,  any of the assets of  Purchaser  or
assets of Seller  relating to the Branch  Office  under any  Purchaser or Seller
Agreement.

0.60.    "Names" is defined in Section 5.11.

0.61.    "NOW" is defined in the definition of "Deposits."

0.62.    "Notice of Disagreement" is defined in Section 2.7(b).

0.63.    "Other Liabilities" is defined in Section 2.4.

0.64.    "Permits" is defined in Section 3.4(c).

0.65.    "Personal Property" is defined in Section 2.1(d).

0.66.    "Post-Closing Schedule" is defined in Section 2.7(a).

0.67.    "Properties" is defined in Section 3.9.

0.68.    "Pro-Rata Adjustment" is defined in Section 2.5.

0.69.    "Pro-Rated Items" is defined in Section 2.5.

0.70.    "Purchaser" means City National Bank of New Jersey.

0.71.    "Purchaser Agreement" is defined in Section 4.2(b).

0.72.    "Purchaser's Account" is defined in Section 2.6(b).

0.73.    "Purchaser's Indemnified Parties" is defined in Section 12.1.

0.74.  "Records" means all records and original documents in Seller's possession
which  pertain to and are utilized by Seller to  administer,  reflect,  monitor,
evidence or record information  respecting the business or conduct of the Branch
Office and all such records and original documents respecting (i) the Contracts,
(ii) the Assets,  (iii) the Deposits and (iv) the Employees (except confidential
employee  records for which consents to release such records to Purchaser  shall
not have been obtained from the relevant  employee),  including all such records
maintained on electronic or magnetic media in the electronic data base system of
Seller or to comply  with any  applicable  federal or state law or  governmental
regulation  to which the  Deposits  are  subject,  including  but not limited to
Federal  Reserve Board  Regulation E (12 C.F.R.  ss.205),  Federal Reserve Board
Regulation CC (12 C.F.R. ss.229) and any relevant escheat and unclaimed property
laws.

0.75.    "Requisite Regulatory Approvals" is defined in Section 9.1.

0.76.    "Retirement Accounts" is defined in the definition of "Deposits."

0.77.    "Returned Items" is defined in Exhibit B.

0.78.    "Review Period" is defined in Section 2.7(b).

0.79.    "Safe Deposit Box Assets" is defined in Section 2.1(g).

0.80.    "Seller" means Carver Federal Savings Bank.

0.81.    "Seller Agreement" is defined in Section 3.2(b)(iii).

0.82.    "Seller's Account" is defined in Section 2.8.

0.83.    "Seller's Indemnified Parties" is defined in Section 12.2.

0.84.     "SAIF" means the Savings Association Insurance Fund.

0.85. "Taxes" means all taxes, charges,  fees, levies or other like assessments,
including, without limitation, income, gross receipts, excise, real and personal
and intangible property,  sales, use, transfer (including transfer gains taxes),
withholding, license, payroll, recording, ad valorem and franchise taxes imposed
by the United States, or any state,  local or foreign  government or subdivision
or agency  thereof;  and such term shall  include  any  interest,  penalties  or
additions to tax attributable to such assessments.

0.86.   "Tax Return" shall mean any report, return or other information required
to be supplied to a taxing authority in connection with Taxes.

0.87.    "Taxpayer Information" is defined in Exhibit B.

0.88.    "Termination Date" is defined in Section 13.1(b).

0.89.    "TIN" means taxpayer identification number.

0.90.    "Third Party" is defined in Section 12.3(a).

0.91.    "Third Party Claim" is defined in Section 12.3(a).

0.92.    "Transfer Taxes" is defined in Section 7.1(b).

                                   ARTICLE II
                TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES

0.93.    Purchase and Sale of Assets .

         On the Closing Date, Seller shall sell,  transfer,  assign,  convey and
deliver to Purchaser,  and Purchaser shall purchase and acquire from Seller, all
of  Seller's  right,   title  and  interest  in  and  to  the  following  assets
(collectively,  the  "Assets")  relating to the Branch  Office as of the Closing
Date:

         (a) Cash on Hand. All petty cash,  vault cash,  teller cash,  automated
teller machine ("ATM") cash and any other cash at or held for the account of the
Branch Office (the "Cash") as of the close of business on the Closing Date.

         (b) Loans. All savings account loans secured by an interest in Deposits
and loans made by and  reflected on the books of the Branch Office in connection
with automatic loan reserves (i.e.,  overdraft protection relating to Deposits),
together  with all  interest  thereon  that shall  accrue but not be received by
Seller  on or prior to the  Closing  Date  (the  "Loans").  Attached  hereto  is
Schedule 2.1(b) which sets forth a summary of all Loans.

         (c) Real Property. The leasehold interest in real property described in
Schedule 2.1(c) (the "Leased  Property") and all of Seller's rights with respect
to the occupancy of the Leased Property (the "Lease").

         (d)  Personal  Property.  The  personal  property set forth on Schedule
2.1(d)-1, which is located at the Branch Office on the Closing Date and owned by
Seller  (including  without  limitation  furniture,  fixtures and equipment) but
excluding the property set forth on Schedule 2.1(d)-2 ("Personal Property").

         (e)      Records.  All Records, which shall be segregated by Seller.

         (f)  Contracts.  The contract  rights,  licenses,  permits,  approvals,
authorizations  and franchises set forth on Schedule  2.1(f),  together with any
additional  contract  rights  added to such  Schedule  pursuant to Section  5.12
hereof (the "Contracts").

         (g) Safe Deposit Box Assets. All assets related to the safe deposit box
business located at the Branch Office as of the close of business on the Closing
Date,  except  those  currently  being  held  by  Seller  for  delivery  to  the
Comptroller of the State of New York in accordance  with the Abandoned  Property
Law of the State of New York (the "Safe Deposit Box Assets").

         (h) Intangibles.  The core deposit  intangibles  associated with the 
assumption of Deposits pursuant to Section 2.3 hereto.

         (i) Leased Improvements. All leasehold improvements (to the extent not
otherwise included as Personal Property) located at the Branch Office on the 
Closing Date set forth on Schedule  2.1(i) (the "Leasehold
Improvements").

0.94.    Excluded Assets and Liabilities .

         (a) It is understood  and agreed that  Purchaser is not acquiring  from
Seller,  and Seller shall retain  ownership of all right,  title and interest in
and to, any property or asset which is not being transferred pursuant to Section
2.1 hereof,  including but not limited to (i) the existing name of Seller or any
derivation thereof and (ii) any logos,  service marks,  trademarks,  advertising
material,  slogans,  or similar  items used on or prior to the  Closing  Date by
Seller in connection with its business, and the assets and liabilities set forth
on Schedule 2.2 (collectively, the "Excluded Assets").

         (b) Except as expressly set forth in this  Agreement,  Purchaser  shall
not assume or be liable  for any of the debts,  obligations  or  liabilities  of
Seller  of any kind or  nature  whatsoever  (whether  or not  accrued  or fixed,
absolute or contingent, known or unknown), and Seller shall remain and be solely
and  exclusively  liable with regard to such debts,  liabilities and obligations
(collectively, the "Excluded Liabilities").

0.95.    Assignment and Assumption of Deposits .

         Schedule  2.3.,  attached  hereto,  sets  forth  a  summary  of all the
Deposits at December 31, 1997 and at January 15, 1998. Within 5 Business Days of
the Closing Date,  Seller shall provide  Purchaser  with a revised  Schedule 2.3
which sets forth a summary of all the  Deposits.  At the  Closing,  Seller shall
assign to Purchaser,  and Purchaser  shall (a) accept and assume from Seller and
(b) pay,  perform and  discharge all  obligations  with respect to and be solely
liable  for  all  Deposits   domiciled  at  the  Branch   Office  (the  "Deposit
Obligations").

0.96.    Assignment and Assumption of Other Liabilities .

         Subject to the terms and conditions set forth in this Agreement, on the
Closing Date,  Seller shall assign to Purchaser,  and Purchaser shall (a) accept
and assume from Seller and (b) pay,  perform and discharge all obligations  with
respect to and be solely liable for the liabilities  and obligations  that arise
under the Contracts,  which  liabilities and obligations  become due and payable
after the close of business on the Closing Date (the "Other  Liabilities").  The
Deposit  Obligations and the Other Liabilities shall collectively be referred to
as the "Assumed Liabilities."

0.97.    Adjustment for Income, Expenses, Pre-payments and Fees .

         (a) All  items of  income,  operating  expenses,  prepayments  and fees
relating to the Assets and Assumed Liabilities, whether accrued or prepaid prior
to the Closing Date (including without  limitation,  wages,  salaries,  vacation
pay, rents,  equipment charges,  safe deposit fees,  utility payments,  personal
property  taxes,  any fees paid or payable to Seller with  respect to the Loans,
the IRA and Keogh Accounts, or the safe deposit boxes, and any fees, premiums or
assessments)  imposed  or  collected  by the  FDIC  with  respect  to  Deposits,
including the assessments by the Financing  Corporation (the "FDIC Assessments")
(collectively,  the "Prorated Items"), shall be pro-rated between the parties as
of the Closing Date. Seller shall be responsible for (or entitled to receive, as
the case may be) all such items which are allocable to the period on or prior to
the  Closing  Date,  and  Purchaser  shall be  responsible  for (or  entitled to
receive,  as the case may be) all such items which are  allocable  to the period
subsequent  to the  Closing  Date.  With  regard  to the  proration  of the FDIC
Assessment,  the amount for which Purchaser is responsible  shall include,  that
portion  of the FDIC  Assessment  payable  by  Seller on the  payment  date next
succeeding  the  Closing  Date  in  respect  to the  portion  of  Seller's  FDIC
Assessment  attributable to the Deposit  Obligation for the period subsequent to
the Closing Date; and such proration shall be based on the FDIC Assessment rates
payable by Seller.  The  aggregate net amount of all  proration  adjustments  of
Prorated  Items shall be referred to herein as the  "Pro-Rata  Adjustment."  The
Pro-Rata  Adjustment  shall  be  included  as  part  of the  calculation  of the
Estimated  Transfer Amount and the Final Transfer Amount as provided for in this
Agreement.  Purchaser shall have the opportunity to review any Prorated Items to
be allocated to Purchaser  pursuant to this Section 2.5 and to suggest to Seller
any possible error or challenge to any such Prorated Items, provided that Seller
shall have no obligation  to challenge or question any Prorated  Items but shall
cooperate  with  Purchaser if  Purchaser  elects to so challenge or question any
Prorated Items.

         (b) To the  extent  that any of the items of income,  fees or  expenses
described  in  paragraph  (a) of this  section are not  discovered  prior to the
preparation of the Post-Closing  Schedule,  the parties shall cooperate with one
another so that  Purchaser  or Seller,  as the case may be, pays any such fee or
expense,  or receives any such income,  depending upon whether such fee, expense
or income  relates  to the  period on or prior to the close of  business  on the
Closing Date.

         (c) Unless  Purchaser  elects to  undertake a  transaction  pursuant to
Section  5(d)(3)  under the FDIA  (for  which no exit or  entrance  fees will be
assessed by the FDIC),  Purchaser shall be responsible for fees incurred by both
Seller  and  Purchaser  in  connection  with the  transfer  of any or all of the
Deposit  Obligations  between  the SAIF and the BIF (the  "Insurance  Conversion
Fees").

         (d) All  prorations  made  pursuant to this section shall be based upon
the ratio of the number of days prior to and  including the Closing Date related
to such item compared to the total number of days related to such item.

0.98.    Estimated Transfer Payment .

         (a) Five (5) Business  Days prior to the Closing,  Seller shall deliver
to  Purchaser  a schedule  estimating  the  following,  in each case  (except as
otherwise  set forth  herein) as of the close of business on the Friday which is
at least seven (7) Business  Days  preceding  the Closing Date (the  "Estimation
Date"):  (i) the aggregate  balance of the Deposits (the "Estimated  Deposits"),
(ii) the aggregate book value as of the close of business on the last day of the
month  preceding the Closing Date,  net of specific loan loss  reserves,  of the
Loans,  plus (to the  extent not  reflected  in such book  value)  all  interest
thereon  that  shall  accrue  but not be  received  by Seller on or prior to the
Estimation Date (such book value, as so adjusted, the "Estimated Loan Payment"),
(iii) the aggregate amount of the Cash (the "Estimated Cash"), (iv) the Pro-Rata
Adjustment  (the  "Estimated   Pro-Rata   Adjustment")  and  (v)  any  Insurance
Conversion  Fees.  Within 2 Business  Days prior to the  Closing,  Seller  shall
deliver to Purchaser a true and complete  schedule  (the "Book Value  Schedule")
setting  forth  the  aggregate  book  value,  net of  accumulated  depreciation,
estimated as of the Closing Date, of the Personal Property located at the Branch
Office and the Leasehold Improvements.

         (b) In  connection  with the sale by Seller to  Purchaser of the Assets
and the  assumption by Purchaser of the Deposits as provided for herein,  at the
Closing,  Seller shall transfer to Purchaser in immediately  available funds, by
wire  transfer to an account  designated  in writing by  Purchaser  to Seller at
least two (2) Business Days prior to the Closing Date  ("Purchaser's  Account"),
an amount (the  "Estimated  Transfer  Amount") equal to the Estimated  Deposits,
plus or minus the Estimated Pro-Rata Adjustment, as applicable, minus the sum of
(i) an amount equal to three and 00/100 percent (3.00%) of the average aggregate
daily  closing  balance of the  Deposits  for the 20 Business  Days prior to and
including the Closing Date (the  "Deposit  Premium"),  (ii) the  Estimated  Loan
Payment, (iii) the Estimated Cash, (iv) an amount equal to Purchaser's liability
for Transfer Taxes pursuant to Section 7.1(b), (v) the aggregate book value (net
of  accumulated  depreciation)  as of the Closing Date of the Personal  Property
located  at the  Branch  Office  and the  Leasehold  Improvements  and  (vi) any
Insurance Conversion Fees.

0.99.    Post-Closing Schedule .

         (a) Within ten (10) Business Days after the Closing Date,  Seller shall
deliver to Purchaser a schedule (the "Post-Closing  Schedule") setting forth the
actual  amount of (i) the  aggregate  balance of the Deposits as of the close of
business on the Closing  Date,  (ii) the aggregate  book value,  net of specific
loan loss reserves, as of the Closing Date of the Loans, plus (to the extent not
reflected in such book value) all interest  thereon that shall accrue but not be
received by Seller on or prior to the Closing Date,  (iii) the aggregate  amount
of the Cash as of the close of business on the  Closing  Date,  (iv) the Deposit
Premium and (v) the Pro-Rata  Adjustment.  Purchaser shall cooperate with Seller
in the preparation of the Post-Closing Schedule.  Purchaser shall provide Seller
and its  representatives  and independent  accountants with reasonable access to
the books,  records,  facilities  and personnel of the Branch Office in a manner
which does not unduly  disrupt or  interfere  with the  operation  of the Branch
Office so that Seller and its  representatives  and independent  accountants may
prepare the Post-Closing Schedule.

         (b) Within thirty (30) calendar days after delivery of the Post-Closing
Schedule to Purchaser  (the "Review  Period"),  Purchaser may dispute all or any
portion of the  Post-Closing  Schedule  by giving  written  notice (a "Notice of
Disagreement")  to Seller setting forth in reasonable  detail the basis for such
dispute  (hereinafter  called a  "Disagreement").  The failure by  Purchaser  to
deliver a Notice of  Disagreement  during the Review Period shall  constitute an
irrevocable  acceptance  by Purchaser of the  Post-Closing  Schedule in the form
delivered by Seller. If Purchaser  delivers a Notice of Disagreement  during the
Review Period,  the parties shall promptly commence good faith negotiations with
a view to resolving  such  Disagreement.  If Seller shall not dispute all or any
portion of the Notice of  Disagreement  by giving  written  notice to  Purchaser
setting  forth in reasonable  detail the basis for such dispute  within ten (10)
Business Days following the delivery of the Notice of Disagreement, Seller shall
be deemed to have irrevocably accepted the Post-Closing  Schedule as modified by
the Notice of Disagreement.

         (c) If Seller disputes all or any portion of the Notice of Disagreement
within  the ten (10)  Business  Days  following  the  delivery  of the Notice of
Disagreement  and the parties are not able to resolve  any  Disagreement  within
thirty  (30)  calendar  days after the  delivery by Seller of its dispute of the
Notice of  Disagreement,  such  Disagreement  shall be referred to a  nationally
recognized  accounting  firm  for  determination  of  the  disputed  amounts  in
accordance with this Agreement. If Purchaser and Seller do not promptly agree on
the  selection of a nationally  recognized  accounting  firm,  their  respective
independent  public accountants shall immediately select such accounting firm by
mutual agreement. The determination of such firm shall be final and binding upon
the parties,  and the amount so  determined  shall be used to complete the final
Post-Closing  Schedule.  Such firm  shall  render its  determination  as soon as
practicable  after referral of the  Disagreement.  The fees and expenses of such
firm shall be paid  one-half by Purchaser  and  one-half by Seller.  The parties
shall  cooperate with each other and such firm with respect to the resolution of
any  Disagreement,  such  cooperation  to  include  reasonable  access to books,
records, facilities and personnel. This provision shall constitute the exclusive
remedy of the parties with respect to  determination  of the final  Post-Closing
Schedule.

0.100.   Final Settlement .

         On  the  Business  Day  immediately  following  the  day on  which  the
Post-Closing Schedule is finally determined pursuant to the terms of Section 2.7
of this Agreement (the "Final Settlement  Date"),  the Estimated Transfer Amount
shall be  recalculated  using the amounts  reflected  in the final  Post-Closing
Schedule (the "Final Transfer Amount"). If the Final Transfer Amount exceeds the
Estimated Transfer Amount,  Seller shall pay the difference to Purchaser by wire
transfer in immediately available funds to Purchaser's Account. If the Estimated
Transfer  Amount exceeds the Final Transfer  Amount,  Purchaser shall refund the
difference  to Seller by wire  transfer  in  immediately  available  funds to an
account  designated  in  writing by Seller  ("Seller's  Account").  Any  payment
pursuant to this section shall include interest on such amount for the number of
days from and including the Closing Date to, but excluding, the Final Settlement
Date (the "Interest  Period")  calculated at the Federal Funds Rate as published
in the "Money Rates" section of The Wall Street Journal as of the Closing Date.

0.101.   Allocation of Purchase Price .

         The  consideration  paid  by  Purchaser  to  Seller  pursuant  to  this
Agreement shall be allocated among the Assets,  including any intangible assets,
as Seller and Purchaser  shall  mutually  agree prior to the Closing  Date.  The
allocation  of the purchase  price was bargained  and  negotiated  for, and each
party agrees to report the transactions  contemplated  hereby for federal income
tax and all other tax purposes (including,  without limitation,  for purposes of
Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code")) in a
manner  consistent  with the  allocation  set forth on Schedule  2.9  determined
pursuant to this Section 2.9 and in  accordance  with all  applicable  rules and
regulations,  and to take no position  inconsistent  with such allocation in any
administrative or judicial  examination or other  proceeding.  Each of Purchaser
and Seller  shall  timely  file the  appropriate  forms in  accordance  with the
requirements of Section 1060 of the Code and this section.

0.102.   Limited Warranty; Nonrecourse; Conveyance

         (a) EXCEPT AS OTHERWISE  SPECIFICALLY  PROVIDED IN THIS AGREEMENT,  THE
CONVEYANCE OF ALL ASSETS,  INCLUDING PERSONAL PROPERTY  INTERESTS,  PURCHASED BY
PURCHASER UNDER THIS AGREEMENT AND UNDER ANY CONVEYANCING  DOCUMENT  EXECUTED IN
CONNECTION HEREWITH SHALL BE MADE, AS NECESSARY,  BY SELLER'S ASSIGNMENT OR BILL
OF SALE, IN "AS IS" AND "WHERE IS" CONDITION,  WITHOUT RECOURSE, AND WITHOUT ANY
WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ACQUIRED ASSETS,  EXPRESS OR IMPLIED,
WITH  RESPECT  TO  ENVIRONMENTAL  CONDITION,   ENFORCEABILITY,   COLLECTABILITY,
DOCUMENTATION  OR  FREEDOM  FROM  LIENS OR  ENCUMBRANCES  (IN WHOLE OR IN PART),
CONDITION OF PROPERTY OR ANY OTHER MATTER.

         (b)  Purchaser  shall  prepare and deliver to Seller,  and Seller shall
execute and deliver to  Purchaser,  such further  instruments  and  documents of
conveyance (in form and substance satisfactory to Seller and Purchaser) as shall
be reasonably  necessary to vest in Purchaser the full legal or equitable  title
of Seller in and to the acquired Assets.

         (c) On and after the Closing Date, Purchaser shall execute, acknowledge
and deliver all such  acknowledgements  and other  instruments  as Seller  shall
reasonably  request to effectively  relieve and discharge Seller from any of the
Assumed Liabilities.

0.103.   Risk of Loss; Repairs .

         (a) If, on or before the Closing Date,  the Leased  Property is damaged
in Material  Part by fire or other cause,  and the landlord has the option under
the Lease and  elects to restore  the Leased  Property,  Seller  shall  promptly
notify Purchaser thereof in writing. In such event, Purchaser may elect to:

                  (i) Allow as a credit  against  the  purchase  price an amount
         equal  to the  estimated  cost of  restoration  (to the  extent  of the
         damaged  property   interest  owed  by  Seller)  as  determined  by  an
         independent  construction  contracting firm satisfactory to both Seller
         and Purchaser; or

                  (ii) Require Seller to assign at Closing to Purchaser, without
         recourse to Seller,  the  insurance  proceeds  for the casualty and the
         right to collect same (but only to the extent that Seller,  pursuant to
         the terms of the Lease, is entitled to such insurance  proceeds payable
         in connection with such fire or other cause),  without any abatement to
         the purchase price.

         (b) If, on or before the  Closing  Date,  any  condemnation  or eminent
domain proceedings are initiated which could result in the taking of any part of
the Leased Property, Seller shall promptly notify Purchaser of the initiation of
any such  proceedings.  Upon receipt of such notice,  if a Material  Part of the
Leased Property is to be taken, Purchaser may elect to:

                  (i)  Consummate  the purchase of the real  property  leasehold
         interest  in such  Leased  Property  and  receive an  abatement  to the
         purchase price in an amount equal to the current book value of the real
         property  leasehold  interest  in such Leased  Property,  in which case
         Seller  shall   receive  any  award  made  in   connection   with  such
         condemnation or eminent domain  proceedings  which is payable to Seller
         pursuant to the Lease; or

                  (ii)  Consummate  the purchase of the real property  leasehold
         interest in such Leasehold Property,  without abatement to the purchase
         price,  in which  event  Seller  shall  assign  to  Purchaser,  without
         recourse to Seller, all of Seller's right, title and interest in and to
         any award made in connection  with such  condemnation or eminent domain
         proceedings as provided in the Lease.

         (c)  Purchaser  shall  have ten  (10)  Business  Days  from the date of
receipt of Seller's written notice delivered  pursuant to subsection  2.11(a) or
2.11(b)  within which to make such  election,  and a failure to make an election
shall  be  deemed  an  election  to  consummate  this  transaction  pursuant  to
subsection 2.11(a)(i) or 2.11(b)(i) above, as applicable.

         (d) If less than a Material  Part of the Leased  Property is damaged or
destroyed  without  fault of  Purchaser or is taken by eminent  domain,  neither
Purchaser  nor Seller shall be deprived of the right to enforce this  Agreement,
but there shall be, to the extent of the destruction or taking,  an abatement of
the consideration to be paid to Seller as set forth in this Section 2.11.

         (e) A "Material  Part" shall be deemed to mean (i) any taking or damage
which would leave remaining a balance of the Leased  Property which,  due either
to the area so taken or damaged or the  location of the part so taken or damaged
in relation to the part not so taken or damaged,  would not permit it to be used
effectively for its intended purpose and, under economic conditions, zoning laws
or  building  regulations  then  existing  or  prevailing,   could  not  readily
accommodate  a  new  or  reconstructed  building  or  buildings  of a  type  not
materially different from the building or buildings existing on the date of such
taking or damage or (ii) any damage or taking that would  require  Purchaser  to
incur costs or expenses  exceeding  twenty-five  thousand  dollars  ($25,000) to
repair the branch or to compensate for such taking.

         (f) If the Leased Property requires any capital  improvements in excess
of one thousand  dollars  ($1,000)  between the date of this  Agreement  and the
Closing Date,  Seller shall give Purchaser  notice of the proposed  improvements
and the cost thereof. If Purchaser does not object to such proposal within seven
(7) Business Days, Seller shall have the right to make such capital improvements
and the cost of such capital improvements shall be added to the purchase price.

0.104.   Removal of the Excluded  Personal Property .

         As soon as is reasonably practical after the Closing Date (but no later
than 15 days after the Closing Date),  Seller will remove from the Branch Office
of the Excluded Personal Property listed in Schedule 2.1(d)-2.


                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as follows:

0.105.   Corporate Organization and Powers .

         (a) Seller is a  federally  chartered  savings  bank,  duly  organized,
validly  existing and in good  standing  under the laws of the United  States of
America.

         (b) Seller  has the  corporate  power and  authority  to own,  lease or
operate  the  Assets  and to carry  on the  business  of the  Branch  Office  as
presently conducted and is duly qualified and in good standing to do business in
each  jurisdiction  in which the  nature of its  business  or the  ownership  or
leasing of its properties makes such qualification  necessary,  except where the
failure to be so qualified would not,  individually or in the aggregate with all
other such failures, have a Material Adverse Effect.

         (c)  Seller's  deposits  are,  subject to  applicable  monetary  limits
established  by law,  insured  by the SAIF of the  FDIC,  and all  premiums  and
assessments required in connection therewith have been paid when due by Seller.

0.106.   Corporate Authority; No Violation .

         (a) Seller has the corporate power and authority to execute and deliver
this  Agreement and any  documents,  agreements or instruments to be executed by
Seller  pursuant  to  this  Agreement,   and  to  consummate  the   transactions
contemplated  hereby and thereby.  The execution and delivery of this  Agreement
and any documents,  agreements or instruments to be executed by Seller  pursuant
to this Agreement, and the consummation of the transactions  contemplated hereby
and thereby,  have been duly authorized by all necessary corporate action on the
part of Seller, and no further corporate  authorization on the part of Seller is
necessary  to  approve  this  Agreement  or  to  consummate   the   transactions
contemplated  hereby.  This  Agreement  has been duly  executed and delivered by
Seller. Assuming the due authorization, execution and delivery of this Agreement
by Purchaser,  and except as enforcement may be limited by general principles of
equity,  whether  applied  in a  court  of  law or a  court  of  equity,  and by
bankruptcy, insolvency and similar laws affecting creditors' rights and remedies
generally,  (i) this Agreement and any related agreement constitute legal, valid
and binding obligations of Seller, enforceable against Seller in accordance with
their  terms and (ii) the other  documents,  agreements  and  instruments  to be
delivered by Seller to Purchaser  pursuant to this Agreement,  when executed and
delivered,  will be duly  executed and  delivered by Seller and will  constitute
legal,  valid and binding  obligations of Seller  enforceable  against Seller in
accordance with their terms.

         (b) The  execution  and  delivery  by Seller of this  Agreement  or any
document,  agreement  or  instrument  to be executed by Seller  pursuant to this
Agreement, the consummation by Seller of the transactions contemplated hereby or
thereby,  and  compliance  by  Seller  with the  terms or  provisions  hereof or
thereof, shall not result:

                  (i) in a violation of any provision of the Charter or Bylaws 
          of Seller,

                  (ii) in a Material Violation of any statute,  code, ordinance,
         rule,   regulation,   judgment,   order,  writ,  decree  or  injunction
         applicable  to Seller or any of its  properties  or assets  (including,
         without limitation, the Assets), or

                  (iii) in a Material  Violation  of any note,  bond,  mortgage,
         indenture,   deed  of  trust,  license,   lease,  agreement,  or  other
         instrument  or obligation to which Seller is a party or by which Seller
         or any of the Assets may be bound or affected (a "Seller Agreement").

0.107.   Consents and Approvals .

         Except as set forth on Schedule  3.3,  Seller is not required to obtain
any consent, approval, order, authorization,  registration, declaration from, or
to make any filing  with,  any  court,  agency,  or  governmental  authority  or
instrumentality  (each a  "Governmental  Entity")  or any other  third  party in
connection  with (a) Seller's  execution  and delivery of this  Agreement or any
document,  agreement or instrument to be executed  pursuant to this Agreement or
(b) the  consummation  by  Seller  of the  transactions  contemplated  hereby or
thereby (including without limitation the transfer of the Assets to Purchaser).

0.108.   Compliance With Law .

         (a) With respect to the Assets and the  business of the Seller  related
to the Branch Office,  Seller is in compliance in all material respects with the
provisions of all applicable federal, state and local statutes,  regulations and
ordinances,  and at the  Closing  Date,  Seller  will not be in  default  in any
material respect under any said statutes, regulations and ordinances.

         (b) Except as set forth on  Schedule  3.4,  and  except  for  regularly
scheduled  examinations,  audits and full and limited scope reviews conducted by
governmental authorities under applicable laws relating to federal savings banks
and their holding  companies,  no  investigation  or review by any  governmental
authority  concerning any possible  conflicts or violations by Seller is pending
or to the knowledge of Seller threatened.

         (c) Seller  has all  licenses,  franchises,  permits,  certificates  of
public convenience,  orders and other authorizations ("Permits") of all federal,
state and local  governments  and  governmental  authorities  necessary  for the
lawful conduct of the business being conducted at the Branch Office,  and at the
Closing  Date  all such  Permits  shall be  valid  and  Seller  shall be in good
standing  thereunder,  and  none  of  such  Permits  shall  be  subject  to  any
suspension,  modification  or revocation or proceedings  related  thereto except
where the failure to have such Permits,  or the invalidity  thereof,  would not,
individually or in the aggregate, have a Material Adverse Effect.

0.109.   Title to Assets .

         As of the Closing Date, Seller will have, and will deliver to Purchaser
at the Closing,  and Purchaser will receive good, valid and, with respect to the
Leased  Property,  a valid  leasehold  interest in, all of the Assets,  free and
clear  of  all  mortgages,  claims,  charges,  liens,  encumbrances,  easements,
limitations, restrictions,  commitments, and security interests ("Encumbrances")
except for those Encumbrances:

         (a)      securing any Assumed Liability;

         (b)  disclosed  on  Schedule  3.5(b)  or  shown in any  title  reports,
opinions or insurance  binders delivered or made available to Purchaser prior to
the execution of this Agreement  (including any  Encumbrances  of the landlord's
interest in the property subject to the Lease);

         (c)  incurred  in  connection  with the  acquisition  of  property  and
securing  the purchase  price  therefor,  in either case only if such  liability
relating thereto is an Assumed Liability;

         (d)  for Taxes or  assessments,  special or  otherwise,  related to the
Leased  Property  not due and payable;

         (e) easements, rights of way, restrictions, covenants of record, claims
and covenants shown of record, and other similar charges and encumbrances which,
if  the  rights  granted  under  such  instruments  were  exercised,  would  not
individually, or in the aggregate,  materially impair or interfere with Seller's
present and continued use, operation of the Leased Property; and

         (f) rights of parties in possession, matters which would be shown on an
accurate survey,  and any other defect or exception to title,  which in any case
does not materially impair or interfere with Seller's present and continued use,
operation, value or marketability of the Leased Property.

0.110.   Contracts and the Lease .

         (a) Seller is not a party to or bound by any agreements or arrangements
for the purchase or sale of any of the Assets,  or for the grant of any right to
purchase any of the Assets, other than in the ordinary course of business.

         (b)      Schedule 3.6(b) sets forth each Contract for transactions:

                  (i) with an aggregate value of one thousand  dollars  ($1,000)
         or more  during  the past  three (3)  months or five  thousand  dollars
         ($5,000) or more during the past 12 months;
                  (ii)     with a remaining term of more than one (1) year; or

                  (iii)    that has or may have a material  effect on the Assets
         or on the  business or  operations conducted at the Branch Office; or

                  (iv)     that is not terminable upon ninety (90) calendar days
         written notice, or less.

         (c)      Upon the Closing, each of the Contracts set forth on Schedule
          2.1(f) and Schedule 3.6(b):

                  (i)    will constitute the legal, valid and binding obligation
         of Seller, and to the knowledge of Seller, each of the other parties
         thereto,

                  (ii)     will be enforceable in accordance with its terms, and

                  (iii) will not be subject to any material defaults or existing
         acts,  events or  conditions  which,  with notice or lapse of time,  or
         both, will result in a material default under any of such Contract.

         Seller has made  available  to  Purchaser  true,  complete  and correct
copies of each  Contract  set forth on  Schedules  2.1(f)  and  3.6(b),  and all
attachments,  amendments  and addenda  thereto,  excluding  those Contacts added
pursuant to Section 5.12.

         (d) Seller has not  received any written  notice of (i)  non-compliance
with any  restriction  encumbering  the  Leased  Property,  or (ii)  any  zoning
violations adversely affecting the value or use of the Leased Property.

         (e) Seller has delivered to Purchaser true, complete and correct copies
of the Lease, together with all amendments, modifications and other changes.

         (f) The  consent of the  lessor to the  Purchaser's  assumption  of the
Lease shall have been  received  pursuant to a Consent and Estoppel  Certificate
substantially  in the  form of  Exhibit  H. All  sums  due and  owing by  Seller
pursuant to the Lease,  through the Closing Date,  have or will be paid prior to
the Closing Date except with  respect to possible  year-end  adjustments  by the
Landlord  under the Lease to  Seller's  estimated  pro-rata  shared  maintenance
charges and real estate taxes.

         (g)      Seller has not subleased any of its interests in the Leased
Property.

0.111.   Assignment of Assumed Liabilities .

         As of the  Closing  Date,  each  of the  Assumed  Liabilities  will  be
properly  assigned to Purchaser,  there are no material defaults by Seller under
any of such Assumed Liabilities.

0.112.   Litigation .

         Schedule  3.8 sets  forth each  action,  suit,  proceeding,  inquiry or
investigation,  at law or in equity, before any court,  arbitrator,  mediator or
any governmental body, agency or official,  pending,  or, to Seller's knowledge,
threatened,  against Seller relating to any of the Assets,  Assumed Liabilities,
or the business or operation of the Branch Office ("Legal Action").

         Except as set forth on  Schedule  3.8,  there is no  action,  suit,  or
proceeding,  at law or in  equity,  before any court or any  governmental  body,
agency or official,  wherein an  unfavorable  decision,  ruling or finding would
adversely  affect (a) the validity or  enforceability  of this  Agreement or any
document necessary to consummate the transactions  contemplated  herein, (b) the
consummation of the transactions contemplated hereby, (c) any approval,  consent
or permission  required to be obtained by Seller  hereunder,  (d) the ability of
Seller to perform its  obligations  under this  Agreement or (e) the business or
operations of the Branch Office.

0.113.   Environmental .

         Except as set forth on  Schedule  3.9,  and except for  breaches of the
warranties  or  representations  set forth  below that,  individually  or in the
aggregate,  would not have a Material  Adverse  Effect,  Seller  represents  and
warrants concerning the Leased Property that:

         (a) To the best of  Seller's  knowledge  and  without  having  made any
investigation,   including  without  limitation,   reviewing  any  environmental
studies,  assessments,  reports,  investigations  or other  documents the Leased
Property is and has been,  for so long as Seller has been in  possession  of the
Leased Property, in substantial compliance with all Environmental Laws,

         (b) To the best of Seller's knowledge,  for long as Seller has held the
Lease Property, there has been no storage,  disposal,  arrangement for disposal,
presence,  release of Hazardous  Substances,  from,  in, upon or below the Lease
Property.

         (c) Seller has not engaged in any  activity  that  involves or involved
the generation, use, manufacture, treatment, transportation, storage in tanks or
otherwise, or disposal of Hazardous Substances on or from the Leased Property.

         (d) Seller has not received any written  communication  from any person
or entity that alleges a violation of  Environmental  Laws  concerning,  or that
Seller may be  responsible  for any Loss (as  defined in this  Agreement)  under
Environmental Laws with respect to the Lease Property.

         (e) Seller has no knowledge of and has not received any written  notice
of any  claim,  action,  demand,  or  investigation  from any  person  or entity
alleging or  describing a potential  Loss under  Environmental  Laws based on or
resulting from (a) the presence,  release or threatened release of any Hazardous
Substance  from,  in, upon or below the Lease  Property or (b) the  violation or
alleged violation of any Environmental Laws concerning the Leased Property, and

         (f) Seller has made available to Purchaser copies of all  environmental
studies,  reports,  investigations  and other  documents  relating to the Leased
Property of which  Seller has  possession  and it is legally  permitted  to make
available.

0.114.   Finders or Brokers .

         Except as disclosed on Schedule 3.10,  Seller has not paid or agreed to
pay any fee or commission to any agent, broker, finder or other person for or on
account  of  services  rendered  as a broker or finder in  connection  with this
Agreement or the transactions covered and contemplated hereby.

0.115.   Financial Information .

         (a) The books of  account of the Branch  Office  fairly and  accurately
reflect the respective  Assets and Assumed  Liabilities of the Branch Office, in
accordance with generally accepted  accounting  principles  ("GAAP")  including,
without  limitation,  the  establishment of appropriate loan loss reserves which
are consistent with prudent banking practice.

         (b) The books of  account of the Branch  Office (i) are  maintained  by
Seller   substantially  in  accordance  with  applicable  legal  and  accounting
requirements and (ii) reflect only actual transactions.

         (c) Within 10  Business  Days after the date of the  Agreement,  Seller
shall  deliver to Purchaser  copies of the books of account of the Branch Office
which are true, correct and complete in all materials respects as of the date or
dates set forth therein.

0.116.   Taxes .

         Except with respect to Seller's estimated pro-rata share of real estate
taxes under the Lease, as referenced in Section 3.6(d) above:

         (a) All Taxes which are due or payable by Seller relating to the Assets
(except  those  Taxes  which are  Purchaser's  responsibility  under a different
covenant  of this  Agreement)  have been paid in full or  properly  accrued  and
adequately provided for by reserves shown in the books and records of Seller, or
will be so paid or  accrued  and  provided  for in the books and  records of the
Seller.

         (b) All Tax  Returns  required  to be filed with  respect to the Assets
have been filed with the appropriate  federal,  state or local taxing  authority
and each such Tax Return is true, complete and correct in all material respects.

         (c) All  Taxes  shown  to be due on such  Tax  Returns,  and all  Taxes
arising from or  attributable  to the Assets  required to be withheld by or with
respect to the Seller have been paid or, if applicable, withheld and paid to the
appropriate taxing authority,  other than those Taxes the failure of which to be
paid  would  not  result  in a lien on the  Assets  or  become  a  liability  of
Purchaser.

         (d) No notice of  deficiency  or  assessment of Taxes has been received
from any taxing authority with respect to the Assets.

         (e)  There are no  ongoing  audits  or  examinations  of any of the Tax
Returns  relating to or attributable  to the Assets,  other than with respect to
Taxes that would not  result in a lien on the  Assets or become a  liability  of
Purchaser.

         (f)  No  consents  or  waivers  to  extend  the  statutory   period  of
limitations applicable to the assessment of any Taxes with respect to the Assets
has been  granted,  other than with  respect to Taxes that would not result in a
lien on the Assets or become a liability of Purchaser.

0.117.   State of the Leased Property .

         The following are true statements with respect to the Leased Property:

         (a) Schedule  2.1(c)  contains a list, that is complete and accurate in
all material  respects,  which sets forth as of a recent date identified on said
schedule,  the address of the Leased  Property and the Lease with respect to the
Leased Property and all amendments thereto;

         (b) To the best of Seller's  knowledge  the  improvements  and building
systems are in good operating condition and repair, subject to ordinary wear and
tear and routine maintenance needs; and

         (c) To the best of Seller's  knowledge  the present use,  operation and
physical  condition of the Leased  Property are in material  compliance with all
applicable laws, ordinances and regulations.

0.118.   Employees .

         (a) There are no claims (statutory or otherwise),  demands, proceedings
or other actions pending or, to Seller's actual  knowledge,  threatened  against
Seller by (a) any of the present or former employees at the Branch Office or (b)
any person who sought to become employed at the Branch Office.

         (b) None of the Employees is a member of any labor union or is
otherwise subject to collective bargaining.

         (c) Set forth on Schedule 3.14 is a list of Employees, including their
job descriptions and compensation arrangements.

0.119.   Deposit Insurance .

          The Deposits are insured by SAIF up to the maximum extent permitted by
law, and Seller has filed and will file all reports and paid all fees,  premiums
and assessments required under FDIA.


                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:

0.120.   Corporate Organization and Powers .

         (a) Purchaser is a national bank, duly organized,  validly existing and
in good standing under the laws of United States of America.

         (b) Subject to receipt of the Requisite Regulatory Approvals, Purchaser
has the corporate power and authority to own, lease or operate the Assets and to
carry on the business of the Branch  Office as presently  conducted  and is duly
qualified and in good standing to do business in each  jurisdiction in which the
nature of its business or the ownership or leasing of its properties  makes such
qualification necessary,  except where the failure to be so qualified would not,
individually  or in the aggregate with all other such failures,  have a Material
Adverse Effect.

         (c)  Purchaser's  deposits are,  subject to applicable  monetary limits
established  by law,  insured by the Bank  Insurance  Fund of the FDIC,  and all
premiums and  assessments  required in connection  therewith have been paid when
due by Purchaser.

0.121.   Corporate Authority; No Violation .

         (a)  Purchaser  has the  corporate  power and  authority to execute and
deliver this  Agreement  and any  documents,  agreements  or  instruments  to be
executed  by  Purchaser  pursuant  to  this  Agreement,  and to  consummate  the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement  and any  documents,  agreements  or  instruments  to be  executed  by
Purchaser  pursuant to this Agreement,  and the consummation of the transactions
contemplated  hereby and thereby,  have been duly  authorized  by all  necessary
corporate   action  on  the  part  of  Purchaser,   and  no  further   corporate
authorization on the part of Purchaser is necessary to approve this Agreement or
to consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Purchaser.  Assuming the due authorization,  execution
and  delivery of this  Agreement  by Seller,  and except as  enforcement  may be
limited by general principles of equity,  whether applied in a court of law or a
court of equity,  and by  bankruptcy,  insolvency  and  similar  laws  affecting
creditors'  rights and remedies  generally,  (i) this  Agreement  constitutes  a
legal, valid and binding obligation of Purchaser,  enforceable against Purchaser
in  accordance  with its  terms  and (ii) the other  documents,  agreements  and
instruments to be delivered by Purchaser to Seller  pursuant to this  Agreement,
when  executed and  delivered,  will be duly executed and delivered by Purchaser
and will constitute legal, valid and binding obligations of Purchaser.

         (b) The  execution  and delivery by Purchaser of this  Agreement or any
document,  agreement or instrument to be executed by Purchaser  pursuant to this
Agreement,   and  upon  receipt  of  the  Requisite  Regulatory  Approvals,  the
consummation by Purchaser of the  transactions  contemplated  hereby or thereby,
and  compliance  by Purchaser  with the terms or  provisions  hereof or thereof,
shall not result:

                  (i)  in a violation of any provision of the Charter or Bylaws
          of Purchaser,

                  (ii) in a Material Violation of any statute,  code, ordinance,
         rule,   regulation,   judgment,   order,  writ,  decree  or  injunction
         applicable to Purchaser or any of its properties or assets  (including,
         without limitation, the Assets), or

                  (iii) in a Material  Violation  of any note,  bond,  mortgage,
         indenture,   deed  of  trust,  license,   lease,  agreement,  or  other
         instrument  or  obligation  to which  Purchaser  is a party or by which
         Purchaser  or any of the Assets may be bound or affected (a  "Purchaser
         Agreement").

0.122.   Consents and Approvals .

         Except as set forth on  Schedule  4.3,  Purchaser  is not  required  to
obtain any consent, approval, order,  authorization,  registration,  declaration
from,  or to make any filing with,  any  Governmental  Entity or any other third
party  in  connection  with  (a)  Purchaser's  execution  and  delivery  of this
Agreement or any document,  agreement or  instrument to be executed  pursuant to
this  Agreement  or (b)  the  consummation  by  Purchaser  of  the  transactions
contemplated hereby or thereby.

0.123.   Litigation .

         Except as set forth on  Schedule  4.4,  there is no  action,  suit,  or
proceeding,  at law or in  equity,  before any court or any  governmental  body,
agency or official,  wherein an  unfavorable  decision,  ruling or finding would
adversely  affect (a) the validity or  enforceability  of this  Agreement or any
document necessary to consummate the transactions  contemplated  herein, (b) the
consummation of the transactions contemplated hereby, (c) any approval,  consent
or permission required to be obtained by Purchaser hereunder, (d) the ability of
Purchaser to perform its obligations under this Agreement or (e) the business or
operations of the Branch Office.

0.124.   Finders or Brokers .

         Except as set forth on Schedule  4.5,  Purchaser has not paid or agreed
to pay any fee or commission to any agent, broker, finder or other person for or
on account of services  rendered as a broker or finder in  connection  with this
Agreement or the transactions covered and contemplated hereby.
0.125.   Estimates, Projections and Other Predictions .

         It  is  understood  that  any  cost  estimates,  projections  or  other
predictions  which  have been  provided  to  Purchaser  are not and shall not be
deemed to be  representations  or warranties of Seller.  Purchaser  acknowledges
that there are  uncertainties  inherent in  attempting  to make such  estimates,
projections  and  other  predictions,  that  Purchaser  is  familiar  with  such
uncertainties,  that Purchaser is taking full  responsibility for making its own
evaluation of the adequacy and accuracy of all estimates,  projections and other
predictions so furnished to it, and that  Purchaser  shall have no claim against
anyone with respect thereto.


                                    ARTICLE V
                            COVENANTS OF THE PARTIES

0.126.   Business Obligations .

         (a) Except as set forth on Schedule  5.1(a),  as otherwise  provided in
this  Agreement,  or as required  by  applicable  law,  between the date of this
Agreement and the Closing Date:

         Seller shall:

                  (i)  conduct  the  business  of  the  Branch  Office  and  the
         operations  of  Seller  relating  thereto  in the  ordinary  course  of
         business,  consistent  with Seller's past practice and applicable  law,
         and consistent with prudent banking practice,

                  (ii) maintain its books and records in accordance with GAAP, 
         and

                 (iii) use its reasonable efforts to preserve its present 
         business organization and relationships.

         (b) Except as set forth on Schedule  5.1(b),  as otherwise  provided in
this  Agreement or as required by  applicable  law,  prior to the Closing  Date,
Seller shall not:

                  (i)  enter  into  or  terminate   any  material   contract  or
         agreement,  or  make  any  change  in any of  its  material  contracts,
         including  contracts  related to the operations and  maintenance of the
         Branch Office, except with the prior consent of Purchaser,  which shall
         not unreasonably be withheld;

                 (ii) directly contact any customer of the Branch Office for the
         purpose of soliciting any of the Deposits;

                    (iii)  increase  in any  manner the  compensation  or fringe
         benefits of any of the Employees,  except for general salary  increases
         in the ordinary course of business consistent with past practice; and

                  (iv) fail to maintain the Branch  Office in repair,  order and
         condition  no  worse  than on the  date of  this  Agreement  or fail to
         maintain  insurance  until the Closing Date upon the Branch Office with
         respect  to the  conduct of its  business  in amount and kind as now in
         existence and, if not available at rates  presently paid by it, in such
         amount  and  kind as  would  be  appropriate  in the  exercise  of good
         business judgment;

0.127.   Cooperation and Further Assurances.

         The Seller and the Purchaser  shall  cooperate  with each other and use
their  respective  best  efforts to  consummate  the  transactions  contemplated
herein,  and each shall take all reasonable actions necessary to accomplish such
transactions, including but not limited to the provision of any required notices
to  depositors in respect of the  Deposits.  After the Closing Date,  Seller and
Purchaser shall continue to provide  reasonable  assistance each to the other to
effectuate  an orderly  transfer to the  Purchaser of the  Deposits,  Assets and
Liabilities,  and in so assisting one another,  shall at any reasonable time and
from time to time upon the request of the other execute and deliver such further
documents, certificates,  assignments, receipts, endorsements and instruments of
transfer as Purchaser or Seller (as the case may be) may  reasonably  require to
consummate the transactions contemplated hereby.

0.128.   Legal and Regulatory Matters .

         With  respect to the making of  filings to any  Governmental  Entity or
third party:

         (a) Seller and Purchaser  shall cooperate with each other and use their
best efforts to promptly prepare and file all necessary documentation; to effect
all  applications,  notices,  petitions and filings;  and to promptly obtain all
permits,  consents,  approvals,  waivers and authorizations of all third parties
and  Governmental  Entities  which are necessary or advisable to consummate  the
transactions contemplated by this Agreement.

         (b)  Within  ten  (10)  calendar  days  after  the  execution  of  this
Agreement,  Seller and Purchaser  shall each file all the  applications  for the
regulatory approvals,  consents,  permits and authorizations which such party is
required  to obtain in  connection  with the  consummation  of the  transactions
contemplated by this Agreement.

         (c)  Subject  to  the  applicable  laws  relating  to the  exchange  of
information,  Seller and  Purchaser  shall  consult with each other and exchange
information  in  order  to  obtain  all the  permits,  consents,  approvals  and
authorizations  that are necessary or advisable to consummate  the  transactions
contemplated by this Agreement from all third parties and Governmental Entities.

         (d) Seller and Purchaser will keep the other party apprised of the 
status of all applications and filings.

         (e) Except for any confidential portions thereof, the party responsible
for making a filing  shall  promptly  (i) provide a copy of the filing,  and any
supplement,  amendment or item of additional  information in connection with the
filing,  to the other  party and (ii)  deliver a copy of each  material  notice,
order,  opinion  and  other  item of  correspondence  received  by it  from  any
Governmental Entity to the other party.

         (f)  Purchaser  and  Seller  shall  promptly  advise  each other of any
communication  received  from a  Governmental  Entity which causes such party to
believe  that  there is a  reasonable  likelihood  that a  Requisite  Regulatory
Approval  will not be  obtained  or that the  receipt of such  approval  will be
materially delayed.

0.129.   Payment of Liabilities .

         From and after the Closing Date, Purchaser shall pay all properly drawn
checks,  drafts and  non-negotiable  withdrawal  orders  timely  presented to it
(including  without  limitation  those presented by mail,  over the counter,  or
through  clearings) by depositors whose deposits or accounts on which such items
are drawn are  Deposits.  Payment of said items shall be made without  regard to
whether the items are drawn on the check or draft forms provided by Seller or by
Purchaser. Further, Purchaser shall, in all other respects, discharge the duties
and  obligations  of Seller with  respect to the  balances  due and owing to the
depositors whose accounts are assumed by Purchaser. The obligations set forth in
this section shall be in addition to the Purchaser's  obligations under Sections
2.3 and 2.4.

0.130.   Interest Reporting .

         From January 1, 1998 through the Closing Date,  Seller shall report all
interest  credited to, interest  withheld from, and early  withdrawal  penalties
charged to the  Deposits.  After the  Closing  Date and  through  the end of the
calendar year in which the Closing  occurs,  Purchaser shall report all interest
credited to, interest  withheld from, and early withdrawal  penalties charged to
the  Deposits.  Said reports shall be made to the holders of the Deposits and to
the applicable federal and state regulatory agencies.

0.131.   Transfer Fees .

         (a) Seller and Purchaser shall equally bear all fees (except attorneys'
fees and expenses),  if any,  incurred in connection with the obtaining of third
party  consents  for  transfer of the Assets from  Seller to  Purchaser  and the
assumption by Purchaser of the liabilities of Seller specified herein.

         (b) Notwithstanding the foregoing, if the lessor of the Leased Property
requires  either:  (i) an increase  not in excess of $50 per month in the amount
payable under the Lease or (ii) immaterial  changes in the terms of the Lease as
a  condition  to its  consent  to the  assumption  of the  Lease  by  Purchaser,
Purchaser  shall be solely  responsible  to the lessor with  respect to any such
changes.  Seller  shall not  negotiate or agree to (i) any increase in excess of
$50 per month in the  amount  payable  under  the Lease or (ii) in the  material
terms of the Lease without the consent of Purchaser,  which consent shall not be
unreasonably withheld.

0.132.   Reports .

         (a)  Subsequent  to the  Closing  Date,  Purchaser  shall  make all the
reports that are  required to be made in the ordinary  course of business to any
Governmental  Entity or otherwise with respect to the Branch  Office,  including
without limitation,  federal, state and local income tax reporting of Retirement
Accounts,  1099  information  returns  and other  required  tax forms,  and cash
transaction reports. Notwithstanding the foregoing, Purchaser's obligations with
respect to said  reports  shall only apply to the extent  that any such  reports
relate to matters occurring after the Closing Date.

         (b) Seller  shall have the  obligation  to make all such  reports  with
respect to matters  occurring on the date of this Agreement  through the Closing
Date.

         (c) All reports shall be made to the holders of accounts and to the 
applicable federal, state and local regulatory agencies.

0.133.   Branch Account Report .

         As soon as practicable  after the date of this Agreement,  Seller shall
furnish  Purchaser  with a report  on  electronic  media of the  Deposits  as of
December 31, 1997 (the "Branch  Account  Report")  which shall be correct in all
material respects. To the extent such information is maintained by Seller on its
computer  systems,  the Branch Account  Report shall  enumerate for each account
constituting  a Deposit  ("Branch  Account"):  (a) the  taxpayer  identification
number of the owner of the Branch Account, (b) the type of account, (c) the date
the Branch Account was opened,  (d) the current interest rate paid on the Branch
Account,  if any,  (e) the  balance  of the  Branch  Account,  (f) the  term and
maturity of any Branch  Account that is a certificate of deposit or similar time
deposit and (g) with respect to all ACH Accounts and ACH Items,  all information
reasonably  necessary  to identify the owner of such account and the third party
which  directly  makes  automated  clearing  house  debits  and  credits to such
account.

0.134.   General Notices to Depositors .

         (a) Seller shall provide  Purchaser with an intermediate  customer list
of the accounts that are to be assumed by Purchaser  pursuant to this Agreement.
The customer list shall contain information that is accurate as of the month-end
prior  to the  giving  of the  notice  referred  to in  Section  5.9(b)  of this
Agreement.

         (b) Within five (5) Business  Days  following the receipt of all of the
Requisite  Regulatory  Approvals  (other than the  expiration  of all  statutory
waiting  periods  relating  thereto),  Seller  shall  notify the  holders of the
Deposits that are to be assumed under this  Agreement that Purchaser will assume
the liability for the Deposits,  subject to  satisfaction  of the  conditions to
closing contained herein. The notifications  shall be based on the list referred
to in Section  5.9(a) of this  Agreement and a listing  maintained at the Branch
Office of the new  accounts  opened  since the date of such list.  Seller  shall
provide  Purchaser  with  the  documentation  of such  lists  up to the  date of
Seller's mailing.  Prior to the Closing,  Purchaser shall send  notifications to
the  appropriate  holders setting out the details of its  administration  of the
assumed accounts. Each party shall obtain approval of its notification letter(s)
from the other party, and said approval shall not be unreasonably withheld. Each
party shall bear the cost of its own mailing.

         (c) Within five (5) Business  Days  following the receipt of all of the
Requisite  Regulatory  Approvals  (other than the  expiration  of all  statutory
waiting periods relating  thereto),  Seller shall provide a notice to the owners
of each of the safe deposit boxes at the Branch Office stating that Seller shall
assign to Purchaser the safe deposit  agreements between Seller and each of such
parties  on the  Closing  Date.  The  notice  shall be made by a letter  that is
mutually  acceptable  to  Purchaser  and  Seller.  Seller  and  Purchaser  shall
cooperate with one another in order to transfer the Safe Deposit Box Assets from
Seller to Purchaser.  As soon as practicable  after the date of this  Agreement,
Seller shall deliver  copies of all safe deposit box lease forms  currently used
in connection with the Safe Deposit Box Assets to Purchaser.

         (d) At least thirty (30) calendar days before the Closing Date,  Seller
shall  prominently and continuously  display a sign in the Branch Office stating
that the Branch Office will be closed on the Saturday following the Closing Date
and will not reopen  until the  following  Monday  (unless such Monday is a bank
holiday, in which case the sign will indicate that the Branch Office will reopen
the  following  Tuesday).  The contents and form of the sign shall be subject to
Purchaser's prior approval,  which approval shall not be unreasonably  withheld.
At a mutually agreeable time on the Closing Date, Seller shall provide Purchaser
and its agents  access to the Branch  Office in order for Purchaser to take such
steps as are  necessary to enable  Purchaser to reopen the Branch  Office on the
date described above as a functioning branch office of Purchaser.

0.135.   Insurance .

         Following  execution  of this  Agreement  and until the  Closing  Date,
Seller shall maintain in full force and effect  insurance  policies  relating to
the Branch  Office and the Personal  Property as described in this Section 5.10.
Seller  represents  and warrants to Purchaser  that (a) such  insurance  will be
customary in type and amount for Assets of the nature just  described,  (b) such
insurance will be sufficient to replace (less any deductible  amount) the Branch
Office or any of the Personal  Property which are damaged,  destroyed or lost on
or  prior  to the  Closing  Date and (c)  such  insurance  will be  "occurrence"
insurance,  meaning that Seller or such  lessors,  as the case may be, will have
the  enforceable  right to submit and pursue claims and receive  proceeds  under
such insurance after the Closing Date with respect to events  occurring prior to
Closing Date.

0.136.   Use of Names, Trademarks and Service Marks .

         (a) No interest in or right to use any logo, name, trademark or service
mark presently or previously  used by Seller is being conveyed  pursuant to this
Agreement.

         (b)  Purchaser  agrees that from and after the Closing  Date neither it
nor any of its  affiliates  (including  the  Branch  Office)  will  use the name
"Carver Federal Savings Bank" or any similar name indicating  affiliation  after
the  Closing  with  Seller  or any of its  affiliates,  in  connection  with any
business or activity engaged in by Purchaser or any of its affiliates.
         (c) Promptly after the Closing Date,  Seller shall commence the removal
of the trade names, names,  service marks, logos,  insignia,  slogans,  emblems,
symbols,  designs,  and other identifying  characteristics  ("Names"),  from all
premises,  equipment, signs, interior decor items, fixtures and furnishings, and
from all printed materials and related business  literature  associated with the
Branch Office and the Personal Property acquired. The costs associated with such
removal  shall be at the sole expense of Seller and shall be completed not later
than thirty (30) calendar days after the Closing Date.

0.137.   Additional Contracts .

         (a) From the date of this Agreement until the Closing Date, the parties
shall take the following  actions for any contract or group of related contracts
which are related to the operations of the Branch Office or the other operations
that are the  subject of this  Agreement,  and which are  expected  to result in
payments  of more than  $5,000  in any year or  $1,000 in the case of  contracts
which are not cancelable on sixty (60) calendar days or less notice without cost
or penalty (an "Additional Contract").

         (b) Prior to entering into an Additional Contract, Seller shall provide
written  notice to  Purchaser  of its  intention  to enter  into the  Additional
Contract and shall afford Purchaser  reasonable access to the documents relating
thereto.

         (c) By 12:00  p.m  (New  York  City  time) of the  fifth  Business  Day
following  notice by Seller,  Purchaser shall state to Seller its decision as to
whether or not to accept such Additional  Contract.  The failure by Purchaser to
respond  prior to 12:00 p.m.  (New York City time) on such  fifth  Business  Day
shall be deemed an acceptance of such Additional Contract.

         (d) Any Additional  Contracts  accepted or deemed accepted by Purchaser
under this section,  and any contract  entered into by Seller  subsequent to the
date hereof for which Seller is not required to notify Purchaser pursuant to the
terms of this section,  shall be added to Schedule 2.1(f) and become part of the
Contracts to be assumed by Purchaser.

0.138.   Updating Schedules .

         On the Closing Date, Seller shall deliver to Purchaser updated versions
of all Schedules hereto with the latest information  available to Seller. Within
ten (10) calendar days after the Closing Date, Seller shall deliver to Purchaser
final  versions  of  all   appropriate   Schedules  and  reports   covering  all
transactions through the close of business on the Closing Date.

0.139.   General Conversion Matters .

         Seller and  Purchaser  agree to the  terms,  covenants  and  conditions
related to the  conversion of the Branch Office set forth in Exhibit B as though
such terms, covenants and conditions were set forth fully herein.

0.140.   Covenant Not to Compete .

         (a) For a period of eighteen  (18) months  following  the Closing Date,
Seller shall not solicit any deposit business of the Branch Office, or establish
or  maintain  a branch  office or other  physical  facility  for the  purpose of
accepting  deposits  within a 5 mile  radius of the Branch  Office,  or directly
contact any customer of the Branch Office as of the Closing Date for the purpose
of soliciting any deposit.

         (b) For eighteen (18) months  following the Closing Date,  Seller shall
not directly  contact any  customer of the Branch  Office as of the Closing Date
for the purpose of soliciting  any deposit or conducting  general  solicitations
specifically targeted to such customers.

         (c) For eighteen (18) months  following the Closing Date,  Seller shall
not directly  contact any  Employee of the Branch  Office as of the Closing Date
for the purpose of re-hiring any Employee.

         (d) Notwithstanding the foregoing, Seller may (i) acquire any thrift or
depositary institution, or the assets and/or liabilities thereof, which conducts
business in the  geographic  area covered by the  Covenant Not to Compete,  (ii)
conduct general solicitations and mailings that are not specifically targeted to
such  customers and (iii) conduct  solicitations  and mailings to people who are
depositors  at a branch of Seller other than the Branch  Office  (regardless  of
whether  they  are  also  customers  of  the  Branch  Office).   Moreover,   and
notwithstanding  the foregoing,  after March 31, 1999, Seller may sell, transfer
or convey all or substantially  all its assets, or the shareholder of Seller may
sell,  transfer or convey all or substantially all of the outstanding  shares of
stock of Seller,  to an unrelated  third party,  and said unrelated  third party
shall not be bound by any provision of this Section 5.15.

        (e) The obligations of Seller created by this Section 5.15 are referred
to herein as the "Covenant Not To Compete."


                                   ARTICLE VI
                                EMPLOYEE MATTERS

0.141.   Employee Matters .

         (a) Purchaser shall extend an offer of employment to each Employee 
listed on Schedule 3.14.

         (b) Seller  shall use its  reasonable  efforts to deliver to  Purchaser
with  copies of the  general  employee  benefit  information,  staff  lists that
include title and hire date, all records  relating to withholding and payment of
income  and  unemployment  taxes  (federal,  state  and  local)  and FICA  taxes
(including,  without limitation,  Forms W-4, Forms I-9,  Employee's  Withholding
Allowance  Certificate)  with  respect to wages  paid by Seller  during the 1997
calendar year, and other employee records with respect to Employees.
         (c) Nothing in this Agreement  shall be deemed to restrict the right of
the Purchaser to deal with the Employees as employees at will in the same manner
as it  would  be  free  to deal  with  such  Employees  in the  absence  of this
Agreement.

         (d) Seller has no pension,  profit-sharing,  savings, bonus, incentive,
insurance, welfare or other employee benefit plan or policy (including,  without
limitation,  any such plan  within the meaning of Section  3(3) of the  Employee
Retirement  Income  Security  Act of 1974,  as  amended)  in which any  Employee
participates,  pursuant  to which the  Purchaser  may incur  liability,  or have
liability  attributed to it, under federal,  state,  or local law as a result of
the transactions contemplated by this Agreement.

         (e) With  respect to  Benefit  Plans  which  provide  medical,  dental,
health,  accident or  disability  benefits or life  insurance to the  Employees,
Seller shall be responsible for all claims under such Benefit Plans which relate
to events occurring on or prior to the Closing Date and Purchaser shall not have
any obligations under such Benefit Plans.

         (f) As of the Closing Date,  Seller shall cause the accrual of benefits
on behalf  of the  Employees  in each  Benefit  Plan to cease and no  additional
benefits to be accrued  thereunder  for such  Employees,  and from and after the
Closing Date,  Seller shall not have any obligation to make any contributions to
any Benefit Plan with  respect to the  Employees.  Purchaser  shall not have any
obligations under such Benefit Plans.

         (g) Seller  shall not  discuss  with the  Employees  the terms of their
prospective employment with Purchaser, without prior consent of Purchaser.

         (h) Seller is providing COBRA coverage to all Employees who have timely
elected COBRA  coverage and shall provide COBRA coverage to all Employees who in
the future elect COBRA coverage on account of a qualifying  event which occurred
on or prior to the Closing Date within the time  specified  by COBRA.  Purchaser
agrees to do all things  necessary  such that the Seller shall have no liability
to provide COBRA coverage to any Employee on account of a qualifying event which
occurs after the Closing Date.

         (i) During the period of time  beginning  on the date of receipt of all
of the Requisite Regulatory Approvals and continuing to the Closing Date, Seller
shall permit  Purchaser to provide  training and  orientation to those Employees
who have agreed to accept  employment  with Purchaser  subsequent to the Closing
Date.  Purchaser shall reimburse Seller for the salary of any such Employee with
respect  to the period  during  which such  Employee  is absent  from the Branch
Office for the purpose of such training and orientation.

0.142.   Notice of Closing .

         Except  as: (i)  consented  to by Seller,  which  consent  shall not be
unreasonably  withheld, or (ii) required in connection with the obtaining of the
Requisite  Regulatory  Approvals,  prior to the Closing Date Purchaser shall not
give any notice or  notification  of the  closing of the  Branch  Office,  or be
responsible for any such notice or notification or the communication of any such
information to any person.


                                   ARTICLE VII
                               CERTAIN TAX MATTERS

0.143.   Certain Tax Matters .

         (a) Except as otherwise  provided in this section  hereof  (relating to
Transfer  Taxes),  Seller  shall be  responsible  for the  payment  of all Taxes
relating  to the Assets for all taxable  periods  that end prior to the close of
business on the Closing Date.  Responsibility  for Taxes  relating to the Assets
for all taxable periods which include (but do not end on) the Closing Date shall
be  allocated  between  Purchaser  and Seller in  accordance  with the method of
Section  164(d) of the  Code,  as  amended.  The  party  which  has the  primary
obligation  to do so under  applicable  law shall  file any Tax  Return  that is
required to be filed in respect of Taxes  described  in this  section,  and that
party shall pay the Taxes shown on such Tax Return and notify the other party in
writing of the other party's share of Taxes for which it is responsible, if any,
of the  Taxes  shown on such  Tax  Return  and how such  Taxes  and  share  were
calculated,   which  the  other  party  shall  reimburse  by  wire  transfer  of
immediately  available  funds no later than ten (10) calendar days after receipt
of such notice.

         (b) Purchaser shall pay all transfer,  recording, sales, use (including
all bulk  sales  taxes)  and other  similar  taxes and fees  (collectively,  the
"Transfer Taxes") arising out of or in connection with the transactions effected
pursuant  to this  Agreement,  other  than  such  Taxes as are  calculated  with
reference  to the income or gain of the Seller.  The party which has the primary
obligation  to do so under  applicable  law shall  file any Tax  Return  that is
required  to be filed  in  respect  of  Taxes  described  in this  section,  and
Purchaser  shall pay the Taxes  shown on such Tax Return  and  notify  Seller in
writing of Seller's share of Taxes for which Seller is  responsible,  if any, of
the Taxes shown on such Tax Return and how such Taxes and share were calculated,
which Seller shall reimburse by wire transfer of immediately  available funds no
later than ten (10) calendar days after receipt of such notice.

         (c)  Seller  and the  Purchaser  shall  provide  each  other  with such
assistance as reasonably  may be requested by either of them in connection  with
(i) the preparation of any Tax Return, or (ii) any audit or other examination by
any taxing authority, or any judicial or administrative  proceedings relating to
liability for Taxes. The party requesting  assistance  hereunder shall reimburse
the other party for reasonable out-of-pocket expenses incurred in providing such
assistance, provided, however, that, for purposes of receiving reimbursement, no
independent  contractors,  such as accountants or attorneys,  shall be consulted
without the written consent of the party  requesting  assistance,  which consent
shall not be unreasonably withheld.

         (d)  Seller  shall  deliver  to the  Purchaser  at the  Closing a true,
correct  and  complete  affidavit  which  meets  the  requirements  of  Treasury
Regulation  Section  1.1445-2(b)(2)  and which  attests to Seller's  non-foreign
status (the "FIRPTA  Affidavit").  If Purchaser receives the FIRPTA Affidavit at
the  Closing,  Purchaser  shall not withhold  any of the  consideration  paid to
Seller  under  this  agreement  pursuant  to  Section  1445  of  the  Code  (and
regulations thereunder).

0.144.   Bulk Sales Procedures and Sales Tax .

         Seller  and  Purchaser  hereby  waive  compliance  with the  bulk  sale
notification  provisions contained in Section 1141(C) Article 28 of the New York
State Sales and Use Tax Law applicable to the transactions  contemplated by this
Agreement.  Seller (and its  successors  and assigns)  shall  indemnify and hold
harmless  Purchaser  from and against any sales or use tax  liability  of Seller
asserted against  Purchaser as a result of  non-compliance  with such bulk sales
tax  notification  provision,  other than liability for sales or use tax imposed
upon the sale of the Assets  pursuant  to this  Agreement,  the payment of which
shall be made by Purchaser and Seller as provided in Section 7.1(b).


                                  ARTICLE VIII
                   OBLIGATIONS OF PARTIES ON THE CLOSING DATE

0.145.   Closing Date/Closing .

         (a) Except as  otherwise  hereinafter  provided,  the closing date (the
"Closing  Date") shall be the second Friday upon which all  conditions set forth
in this  Agreement are satisfied or waived or such other date as may be mutually
agreeable  to the  parties  hereto.  The  parties  agree  that  they  shall  use
reasonable  best efforts,  and take all necessary  actions to do so, in order to
close the transactions contemplated hereby on or prior to March 27, 1998.

         (b) The delivery of the  instruments  of assignment  and transfer to be
delivered  by Seller and  payment  by Seller of the amount set forth  under this
Agreement,  delivery  of  the  instruments  of  assumption  to be  delivered  by
Purchaser,  and  the  other  transactions  herein  contemplated  to  take  place
concurrently  with such deliveries,  assumptions,  and payments (the "Closing"),
shall take place on the Closing Date, at 10:00 A.M. (New York City time), at the
offices of Thacher Proffitt & Wood,  counsel to Seller,  Two World Trade Center,
New York,  New York (or at such  other  time and  place as are  agreed to by the
parties), and all such deliveries,  assumptions, and payments shall be effective
as of the close of business on the Closing Date.

         (c) At the  Closing,  any funds to be paid on the Closing Date shall be
paid by wire  transfer of  immediately  available  funds on the Closing  Date as
early as possible  and, in any event,  before 1:00 p.m.  (New York City time) on
the Closing Date,  and, no effect shall be given to any assignment or assumption
by Seller or Purchaser  contained in this Agreement until Seller's wire transfer
of funds is actually received on the Closing Date.

         (d) Any  deliveries,  assignments,  or  transfers  required  under this
Agreement,  other  than  the  foregoing,  shall  be made at the  time  and  date
specified in this  Agreement  (and where no time is specified,  on or before the
close of business on the date  specified) and in the manner and place  specified
in this Agreement  (or,  where not specified,  in the manner and place as may be
reasonably  requested in writing by the party that is to receive such  delivery,
assignment or transfer).

         (e) The payment of the Final  Transfer  Amount,  to the extent based on
any of  the  items  to be  reflected  on the  Post-Closing  Schedule,  shall  be
determined as of the close of business on the Closing Date.

0.146.   Obligations of Seller on the Closing Date .

         On the Closing Date, Seller shall:

         (a) deliver to Purchaser the Records referred to in Section 2.1(e), 
to the extent that any such Records are not located at the Branch Office;

         (b) execute,  acknowledge  and deliver to Purchaser  (i) a Bill of Sale
substantially  similar in form and  substance  to Exhibit C attached  hereto and
made a part hereof and (ii) all such endorsements,  assignments,  bills of sale,
and  other  instruments  of  conveyance,  assignment  and  transfer  as shall be
reasonably  necessary  or  advisable  to  consummate  the sale and  transfer  to
Purchaser of the assets to be sold hereunder and, as appropriate,  in recordable
form; and

         (c)  execute,  acknowledge  and deliver to  Purchaser a New York Master
Assignment  and Assumption of Lease  substantially  similar in form to Exhibit G
attached hereto.

0.147.   Obligations of Purchaser on the Closing Date .

         On the Closing Date, Purchaser shall

         (a)  execute,  acknowledge  and  deliver  to  Seller an  Instrument  of
Assumption of Assumed Liabilities substantially similar in form and substance to
Exhibit D attached hereto and made a part hereof, and all such other instruments
as shall  be  reasonably  necessary  or  advisable  to  consummate  the sale and
transfer of assets to Purchaser  and the  assumption of Assumed  Liabilities  by
Purchaser; and

         (b)  execute,  acknowledge  and  deliver  to  Seller a New York  Master
Assignment  and Assumption of Lease  substantially  similar in form to Exhibit G
attached hereto.


                                   ARTICLE IX
                     CONDITIONS TO EACH PARTY'S OBLIGATIONS

         The  obligations of the parties under this Agreement are subject to the
satisfaction, on or before the Closing Date, of the following conditions:

0.148.   Approval of Governmental Authorities .

         All  regulatory  approvals  required  to  consummate  the  transactions
contemplated  hereby were obtained and remain in full force and effect,  and all
applicable  statutory  waiting  periods  expired  (all  such  approvals  and the
expiration  of  all  such  waiting  periods  being  referred  to  herein  as the
"Requisite Regulatory Approvals").

0.149.   No Injunctions or Restraints .

         There is no order,  injunction or decree issued by a court or agency of
competent jurisdiction or other legal restraint or prohibition (an "Injunction")
preventing the consummation of the  transactions  contemplated by this Agreement
in effect.

0.150.   Illegality .

         There is no statute,  rule,  regulation,  order,  injunction  or decree
enacted,  entered,  promulgated  or enforced by any  Governmental  Entity  which
prohibits,   restricts  or  makes  illegal   consummation  of  the  transactions
contemplated by this Agreement.


                                    ARTICLE X
                      CONDITIONS TO PURCHASER'S OBLIGATIONS

         The  obligations  of Purchaser  under this Agreement are subject to the
satisfaction  or  waiver,  on or  before  the  Closing  Date,  of the  following
conditions:

0.151.   Representations and Warranties True; Obligations Performed .

         (a) The representations and warranties made by Seller in this Agreement
shall be true  and  correct,  in all  material  respects  as of the date of this
Agreement (except to the extent such  representations and warranties speak as of
an earlier date) all of the  representations  and  warranties  made by Seller in
this  Agreement  shall be true and  correct in all  material  respects as of the
Closing Date at and as though such  representations  and warranties were made as
of the Closing Date, provided,  however, that neither party shall be relieved of
any obligation hereunder as a result of such party's own error,  misstatement or
omission, and provided,  however, that nothing contained in this section 10.1(a)
shall be deemed to preclude,  or otherwise  limit,  the right of Purchaser to be
indemnified  for any  breach  of a  representation  or  warranty  by  Seller  in
accordance with the provisions of Article XII hereof.

         (b) Seller shall have  performed and complied in all material  respects
with all obligations,  covenants and agreements required by this Agreement to be
performed or complied with by it on or prior to the Closing Date.

         (c) Seller  shall have  delivered  to  Purchaser  a  certificate  of an
executive  officer  of  Seller,  dated  the  Closing  Date,  certifying  to  the
fulfillment of the foregoing conditions.
0.152.   Opinion of Counsel .

         Purchaser  shall have received an opinion of counsel for Seller,  dated
the Closing  Date,  with  respect to the matters set forth on Exhibit E attached
hereto.

0.153.   No Pending Proceedings or Governmental Actions .

         There shall be no  actions,  suits or  proceedings  pending  which,  if
adversely  decided,  would have a Material Adverse Effect, and there shall be no
pending proceeding, initiated by any Governmental Entity, seeking an Injunction.

0.154.   Consents .

         All of the consents  contemplated  by Schedule  3.3 and Section  3.6(f)
(other  than those  contemplated  by Section  9.1) shall have been  obtained  by
Seller,  except for such third  party  consents  the  failure of which to obtain
would not have a Material Adverse Effect.


                                   ARTICLE XI
                       CONDITIONS TO SELLER'S OBLIGATIONS

         The  obligations  of Seller under this Agreement to be performed at the
Closing shall be subject to the satisfaction or waiver, on or before the Closing
Date, of the following conditions:

0.155.   Representations and Warranties True; Obligations Performed .

         (a)  The  representations  and  warranties  made by  Purchaser  in this
Agreement shall be true and correct, in all material respects, as of the date of
this  Agreement and (except to the extent such  representations  and  warranties
speak  as  of  an  earlier   date)  as  of  the  Closing  Date  as  though  such
representations and warranties were made at and as of such date.

         (b)  Purchaser  shall  have  performed  and  complied  in all  material
respects with all  obligations  and agreements  required by this Agreement to be
performed or complied with by it prior to or at the Closing Date.

         (c)  Purchaser  shall  have  delivered  to Seller a  certificate  of an
executive  officer of  Purchaser,  dated the  Closing  Date,  certifying  to the
fulfillment of the foregoing conditions.

0.156.   Opinion of Counsel .

         Seller shall have received an opinion of counsel for  Purchaser,  dated
the Closing  Date,  with  respect to the matters set forth on Exhibit F attached
hereto.

0.157.   No Pending Proceedings or Governmental Actions .

         There shall be no  actions,  suits or  proceedings  pending  which,  if
adversely  decided,  would have a Material  Adverse Effect and there shall be no
pending proceeding, initiated by any Governmental Entity, seeking an Injunction.

0.158.   Consents .

         All of the  consents  contemplated  by  Schedule  4.3 (other than those
contemplated  by Section 9.1) were obtained by Purchaser,  except for such third
party consents the failure of which to obtain would not have a Material  Adverse
Effect.


                                   ARTICLE XII
                                 INDEMNIFICATION

0.159.   Seller to Indemnify .

         Seller agrees to indemnify,  hold  harmless and defend  Purchaser,  and
Purchaser's  directors,  officers,  subsidiaries,  successors  and assigns,  and
"Affiliates,"  as such  term is  defined  in Rule  12b-2  under  the  Securities
Exchange Act of 1934, as amended  (collectively,  the  "Purchaser's  Indemnified
Parties"),  on an after tax basis, from and against any and all claims,  losses,
liabilities,  costs and expenses,  including  legal fees and expenses,  damages,
expenditures,  proceedings,  judgments, awards, demands and obligations to third
parties  ("Losses") of any kind whatsoever which may at any time be incurred by,
imposed upon, or asserted or awarded  against  Purchaser's  Indemnified  Parties
that:

         (a)  arise  out of or  result  from the  breach  or  inaccuracy  of any
representation or warranty made by Seller in this Agreement (which shall include
the Exhibits and  Schedules  attached  hereto) or any  certificate  delivered to
Purchaser hereunder,

         (b) arise out of or resulting from any breach or failure to comply with
any covenant made by Seller in this Agreement,

         (c) arise out of or resulting from or based upon any Excluded Asset and
any asset other than the Assets or any Excluded Liability,

         (d) are a  claim,  liability,  obligation  or  penalty  related  to the
Deposits  transferred  pursuant to this Agreement  arising out of or relating to
Seller's  preparation  or  submission  (or  failure to prepare or submit) of the
information,  returns or reports  required by  applicable  laws with  respect to
periods  prior to the  Closing  Date,  except,  to the extent  that such  claim,
liability or obligation is caused by Purchaser's negligence,

         (e) are a claim,  liability,  obligation,  Tax  contract or  commitment
arising out of or relating to any of the Assets, the Branch Office, or Seller or
its  business  or  operations,  except to the  extent  specifically  assumed  by
Purchaser hereunder,

         (f) are a claim or liability asserted, by any former employee of Seller
relating to any  condition  which  existed in the Branch  Office during the time
that Seller operated such Branch Office and Seller employed such employee,

         (g) are a claim or liability arising out of Seller's failure to 
properly record accrued interest on the Deposits prior to the Closing Date, or

         (h) are based  upon any  action  taken or omitted to be taken by Seller
prior to the close of  business  on the  Closing  Date or  (except to the extent
specifically  otherwise provided herein) resulting from or arising in connection
with any transaction or event occurring prior to the Closing.

0.160.   Purchaser to Indemnify .

         Purchaser  agrees to indemnify,  hold harmless and defend  Seller,  and
Seller's  directors,  officers,   subsidiaries,   successors  and  assigns,  and
Affiliates  (collectively,  the "Seller's Indemnified Parties"), on an after tax
basis,  from and against any and all Losses of any kind whatsoever  which may at
any time be incurred  by,  imposed  upon,  or  asserted  or awarded  against the
Seller's Indemnified Parties that:

         (a)  arise  out of or  result  from the  breach  or  inaccuracy  of any
representation  or warranty  made by  Purchaser in this  Agreement  (which shall
include the Exhibits and Schedules attached hereto) or any certificate delivered
to Seller hereunder,

         (b) arise out of or result from any breach or failure to comply with
any covenant made by Purchaser in this Agreement,

         (c) are sustained or incurred by the Seller's Indemnified Parties by 
reason of any failure of the Purchaser to pay, perform or otherwise discharge 
the Assumed Liabilities,

         (d) are based upon any action taken or omitted to be taken by Purchaser
subsequent  to the  Closing  or (except  to the  extent  specifically  otherwise
provided herein) resulting from or arising in connection with any transaction or
event occurring subsequent to the Closing,

         (e) after the Closing  Date,  arise out of or result from the breach or
default by  Purchaser of any of the  obligations  of the tenant under the Lease,
including without limitation, the obligations to indemnify and hold the landlord
harmless with respect to environmental  liabilities  pursuant to paragraph 65 of
the Lease, or

                  (f)      are for Transfer Taxes.

0.161.   Procedure for Indemnification .

         (a) if a party  entitled to be  indemnified  under this  Agreement  (an
"Indemnitee") receives notice of the assertion by an unaffiliated third party (a
"Third Party") of any claim or potential liability or of the commencement by any
such person of any action or  proceeding (a "Third Party Claim") with respect to
which  another  party hereto (an  "Indemnifying  Party") is obligated to provide
indemnification,  the Indemnitee shall give the Indemnifying Party prompt notice
thereof  after  becoming  aware of such Third Party  Claim.  Such  notice  shall
describe  the Third  Party Claim in  reasonable  detail and shall  indicate  the
amount (estimated if necessary) of the Loss that has been or may be sustained by
the Indemnitee.  Such notice shall be a condition  precedent to any liability of
the  Indemnifying  Party for any Third  Party  Claim  under the  provisions  for
indemnification contained in this Agreement; provided, however, that the failure
of the Indemnitee to give prompt notice to the Indemnifying  Party of such Third
Party Claim shall adversely  affect the Indemnitee's  rights to  indemnification
hereunder  solely to the extent that such failure  prejudices  the  Indemnifying
Party in the defense of such Third Party Claim.

         (b) The Indemnifying  Party may elect to compromise or defend,  at such
Indemnifying  Party's own expense and by such Indemnifying  Party's own counsel,
any Third Party Claim. If the Indemnifying  Party elects to compromise or defend
such Third  Party  Claim,  it shall,  within  thirty  (30)  calendar  days after
receiving  notice of the Third Party Claim,  notify the Indemnitee of its intent
to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying
Party, in the compromise of, or defense against,  such Third Party Claim. If the
Indemnifying  Party elects not to compromise  or defend  against the Third Party
Claim, or fails to notify the Indemnitee of its election as herein provided,  or
otherwise abandons the defense of such Third Party Claim, (i) the Indemnitee may
pay (without prejudice of any of its rights as against the Indemnifying  Party),
compromise  or defend such Third Party Claim and (ii) the costs and  expenses of
the Indemnitee  incurred in connection  therewith shall be  indemnifiable by the
Indemnifying Party pursuant to the terms of this Agreement.

         (c) In addition,  in connection with any Third Party Claim in which the
Indemnitee shall reasonably conclude, based upon an opinion of its counsel, that
(i) there is a conflict  of  interest  between  the  Indemnifying  Party and the
Indemnitee in the conduct of the defense of such Third Party Claim or (ii) there
are specific  defenses  available to the Indemnitee  which are different from or
additional  to those  available  to the  Indemnifying  Party and which  could be
materially adverse to the Indemnifying Party, then the Indemnitee shall have the
right to retain  separate  counsel in connection with such Third Party Claim. In
such an  event,  the  Indemnifying  Party  shall  pay the  reasonable  fees  and
disbursements of counsel to each of the Indemnifying Party and the Indemnitee.

         (d) Notwithstanding  the foregoing,  neither the Indemnifying Party nor
the  Indemnitee  may settle or  compromise  any claim  (unless  the sole  relief
payable  to a Third  Party in  respect of such  Third  Party  Claim is  monetary
damages that are paid in full by the party settling or compromising  such claim)
over the objection of the other,  provided,  however, that consent to settlement
or compromise shall not be unreasonably withheld.

         (e) In any event,  except as otherwise  provided herein, the Indemnitee
and the  Indemnifying  Party may each  participate,  at its own expense,  in the
defense of such Third Party Claim.

         (f)  If the  Indemnifying  Party  chooses  to  defend  any  claim,  the
Indemnitee shall make available to the  Indemnifying  Party any personnel or any
books,  records  or other  documents  within  its  control  that are  reasonably
necessary or appropriate for such defense, subject to the receipt of appropriate
confidentiality agreements.

         (g) Notwithstanding anything to the contrary stated hereinabove in this
section, in the event prompt action is required with respect to the defense of a
Third Party Claim, the Indemnitee shall,  subject to the terms and conditions of
this  Article,  have the right to assume the defense of such Third Party  Claim;
provided,  however,  that in the event that the Indemnifying  Party subsequently
elects to assume the defense of such Third Party Claim,  then the provisions set
forth hereinabove shall be applicable and the Indemnifying Party shall,  subject
to the terms and  conditions of this Article,  reimburse the  Indemnitee for any
costs and expenses incurred by the Indemnitee prior to the date the Indemnifying
Party assumes control of such Third Party Claim.

         (h)  Notwithstanding  the  foregoing,  if an  offer  of  settlement  or
compromise is received by or communicated to the Indemnifying Party with respect
to a Third Party Claim and the  Indemnifying  Party  notifies the  Indemnitee in
writing of the  Indemnifying  Party's  willingness to settle or compromise  such
Third  Party  Claim on the  basis set forth in such  notice  and the  Indemnitee
declines to accept such settlement or compromise, the Indemnitee may continue to
contest such Third Party Claim,  free of any  participation  by the Indemnifying
Party,  at the  Indemnitee's  sole expense.  The obligation of the  Indemnifying
Party to the Indemnitee with respect to such Third Party Claim shall be equal to
the lesser of (i) the amount of the offer of settlement or compromise  which the
Indemnitee  declined  to accept plus the costs and  expenses  of the  Indemnitee
prior  to the  date  the  Indemnifying  Party  notifies  the  Indemnitee  of the
Indemnifying  Party's willingness to settle or compromise such Third Party Claim
or (ii) the  amount  the  Indemnitee  is  obligated  to pay as a  result  of the
Indemnitee's  continuing to contest such Third Party Claim  including  costs and
expenses with respect thereto;  and the Indemnifying  Party shall be entitled to
recover (by set-off or otherwise)  from the Indemnitee  any additional  expenses
incurred by the Indemnifying  Party as a result of the Indemnitee's  decision to
continue to contest such Third Party Claim.

         (i) Any claim on account of a Loss which does not involve a Third Party
Claim  shall  be  asserted  by a  written  notice  given by the  party  claiming
indemnity to the party from which  indemnity is claimed.  The  recipient of such
notice shall have a period for sixty (60)  calendar days within which to respond
thereto.  If such recipient  does not respond  within such 60-day  period,  such
recipient  shall be  deemed to have  accepted  responsibility  to make  payment,
subject to the provisions hereof, and shall have no further right to contest the
validity of such claim.  If the recipient does respond within such 60-day period
and rejects such claim in whole or in part, the party claiming  indemnity  shall
be free to pursue such  remedies as may be available to such party by applicable
law.

         (j) If the amount of any Loss shall,  at any time subsequent to payment
of  indemnification  pursuant  to this  Agreement,  be  reduced  by  receipt  of
insurance proceeds by the Indemnitee in respect of such Loss, the amount of such
reduction less any expenses  incurred in connection  therewith shall promptly be
repaid by the Indemnitee to the Indemnifying Party.

         (k)  Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement,  no claim  shall be made  against  Seller for  indemnification  under
Section  12.1(a) with respect to any Loss which any of  Purchaser's  Indemnified
Parties may suffer,  incur or sustain  unless the  aggregate  of all such Losses
described  in  Section  12.1(a)  shall  exceed  $15,000  (the   "Indemnification
Amount"),  and Seller  shall only be  required  to pay or be liable for any such
Losses  described in Section 12.1(a) to the extent that their  aggregate  amount
exceeds  the  Indemnification  Amount,  and then  only  with  respect  to Losses
incurred in excess of such amount,  provided,  however, that the Indemnification
Amount  limitation  contained  in this Section  12.3(k)  shall not apply to, and
Purchaser's Indemnified Parties shall be entitled to dollar-for-dollar  recovery
with respect to,  Losses  suffered,  incurred or  sustained  which arise out of,
result from or are attributable to breaches of the representations  contained in
Sections 3.10, 3.12 or 3.15 hereof.

0.162.   Production of Witnesses .

         Following  the  Closing,  each party shall use its best efforts to make
available to the other party, upon written request,  its employees and agents as
witnesses  to the extent  that any such  person may be  reasonably  required  in
connection  with any legal,  administrative  or other  proceedings  in which the
requesting party may from time to time be involved.

0.163.   Survival .

         No  rights  to   indemnification   with  respect  to  breaches  of  the
representations  and warranties of the parties contained in this Agreement shall
be asserted by any party  unless  notice  thereof is given on or before the date
such  representation  or warranty no longer survives as provided in this Section
12.5.  The  representations  and  warranties of Seller,  on the one hand, and of
Purchaser,  on the other hand, contained in this Agreement or in any certificate
or instrument  delivered  pursuant to this  Agreement  shall survive the Closing
Date and shall expire on the first anniversary of the Closing Date.


                                  ARTICLE XIII
                                   TERMINATION

0.164.   Methods of Termination .

         This  Agreement may be  terminated  and the  transactions  contemplated
hereby may be abandoned at any time prior to the Closing:

         (a)      by mutual written consent of Seller and Purchaser;

         (b) by either Seller or Purchaser, upon written notice to the other, if
the transactions contemplated by this Agreement are not consummated on or before
March 27, 1998 (the "Termination  Date"),  unless the failure of such occurrence
is due to the  failure  of the party  seeking to  terminate  this  Agreement  to
perform or to observe the agreements set forth herein at or before the Closing;

         (c) by either Seller or Purchaser, upon written notice to the other, if
there is a material  breach of an  obligation  of the other party  hereunder and
such breach is not remedied  within  thirty (30)  calendar days after receipt by
such  breaching  party  of  notice  in  writing  from the  non-breaching  party,
specifying the nature of such breach and requesting that it be remedied;

         (d) by either Seller or Purchaser, upon written notice to the other, if
any court or  governmental  authority of competent  jurisdiction  issues a final
unappealable  order  prohibiting   consummation  of  any  material   transaction
contemplated hereby; or

         (e) by either  Seller or Purchaser,  upon written  notice to the other,
following the  expiration  of thirty (30)  calendar days after any  Governmental
Entity shall have denied or refused to grant the approvals or consents  required
to be obtained  pursuant to this  Agreement,  unless within said thirty (30) day
period  Purchaser and Seller agree to submit or resubmit an  application  to, or
appeal the  decision  of, the  regulatory  authority  which denied or refused to
grant approval thereof.

0.165.   Effect of Termination .

         In the  event of the  termination  and  abandonment  of this  Agreement
pursuant to Section 13.1 hereof,  this  Agreement  shall become void and have no
effect,  without any liability on the part of any party to this Agreement or its
Affiliates,  directors,  officers or stockholders,  other than the provisions of
this Section 13.2,  Section 14.4 and the  confidentiality  provisions of Section
5.2(a), provided however,

(i) a termination of this Agreement  shall not defeat or impair the right of any
party to pursue such relief as may  otherwise  be  available to it on account of
any willful breach of this Agreement or any of the representations,  warranties,
covenants or agreements contained in this Agreement;

(ii) in recognition of the efforts, expenses and other opportunities foregone by
the Seller while  structuring the  transactions  contemplated by this Agreement,
the parties agree that  Purchaser  shall pay to Seller a fee of 1% (one percent)
of the  Deposits at December  31, 1997 in cash on demand if the Closing does not
occur by March  27,  1998 for any  reason  unless  (A) the  Closing  would  have
occurred but for the failure to occur of a condition to Purchaser's  obligations
hereunder set forth in Article X or (B) the Requisite  Regulatory  Approvals are
not obtained;  and (iii) in recognition  of the expenses  incurred by Purchaser,
the  parties  agree that  Seller  shall pay to  Purchaser  1/2% (one half of one
percent of the  Deposits at December  31,1 997) in cash on demand if the Closing
does not occur because of a termination by Seller.

                                   ARTICLE XIV
                               GENERAL PROVISIONS

0.166.   Entire Agreement; Modification; Waiver .

         This   Agreement,   including  all  Exhibits  and   Schedules   hereto,
constitutes the entire agreement of the parties pertaining to the subject matter
contained  herein and this  Agreement  supersedes  all prior or  contemporaneous
agreements,  representations  and understandings of the parties.  No supplement,
modification  or  amendment  to, or waiver of this  Agreement  shall be  binding
unless  executed in writing by Seller and Purchaser.  No waiver of any provision
of this  Agreement  shall be  deemed or shall  constitute  a waiver of any other
provision,  whether or not similar, nor shall any waiver constitute a continuing
waiver.

0.167.   Counterparts .

         This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

0.168.   Headings .

         The headings of the Sections,  Articles, Exhibits and Schedules of this
Agreement are inserted for  convenience  only and shall not constitute a part of
this Agreement.

0.169.   Payment of Expenses .

         Except as  otherwise  provided  in this  Agreement,  whether or not the
transactions  contemplated  hereby  are  consummated,  all  costs  and  expenses
incurred in connection  with this  Agreement and the  transactions  contemplated
hereby shall be paid by the party incurring such costs and expenses,  except for
legal fees and  expenses,  which shall be paid by Purchaser  provided,  however,
that  Purchaser's  liability for Seller's  legal fees and expenses in connection
with the purchase and sale of the Assets shall in no event exceed $30,000.

0.170.   Governing Law .

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of New York without  giving  effect to the  principles  of
conflict of laws thereof.

0.171.   Addresses of Notice

         All notices,  requests,  demands and other communications  provided for
under  this  Agreement  and  under the  related  documents  shall be in  writing
(including  telegraphic  communication)  and mailed (by  registered or certified
mail, return receipt requested, or delivered by Federal Express or other similar
express overnight delivery service), or telegraphed,  telecopied or delivered to
the applicable party at the addresses indicated below.

If to Purchaser:

                           City National Bank of New Jersey
                           900 Broad Street
                           Newark, New Jersey 07102
           Attention:      Louis  E.  Prezeau,  President  and  Chief  Executive
                           Officer
           Telecopier:     (201) 624-1879

           With a copy to: Lee Albanese, Esq.
                           St. John & Wayne L.L.C.
                           2 Penn Plaza
                           Newark, New Jersey 07102
           Telecopier:     (973) 491-3403

If to Seller:

                           Carver Federal Savings Bank
                           75 West 125th Street
                           New York, New York 10027
           Attention:      Walter T. Bond, Vice President
           Telecopier:     (212) 426-6159

           With a copy to: Kofi Appenteng, Esq.
                           Thacher Proffitt & Wood
                           Two World Trade Center
                           New York, New York 10048
           Telecopier:     (212) 912-7751

or, to each party,  at such other  address  that party  designates  in a written
notice to the other party in  accordance  with this  section.  All such notices,
requests,  demands or other communications shall be deemed delivered (i) if sent
by  messenger,  upon  personal  delivery  to the  party  to whom the  notice  is
directed, (ii) if sent by telecopier, upon electronic or telephonic confirmation
of receipt from the  receiving  telecopier  machine,  (iii) if sent by reputable
overnight courier,  one (1) Business Day after delivery to such courier, or (iv)
if sent by mail, three (3) Business Days following  deposit in the United States
mail, postage prepaid, certified mail, return receipt requested.

0.172.   Publicity .

         Except as may be required by law or by the rules or  regulations of any
governmental authority or securities exchange prior to the Closing Date, neither
party  shall,  directly  or  indirectly,  make or cause  to be made  any  public
announcement  or  disclosure,  or  issue  any  notice,  relating  to  any of the
transactions  contemplated  by this  Agreement,  unless approved by the other in
advance.  Both parties will limit the  distribution  of information  relative to
this  transaction  to those  persons who must be aware of the  Agreement for the
performance of their duties.

0.173.   Severability .

         If any paragraph,  section,  sentence, clause, phrase, word or covenant
contained in this  Agreement  shall  become  illegal,  null or void,  or against
public  policy,  for any  reason,  or  shall be held by any  court of  competent
jurisdiction  to be  illegal,  null or  void,  or  against  public  policy,  the
remaining paragraphs, sections, sentences, clauses, phrases, words and covenants
contained in this Agreement shall not be affected.

0.174.   Enforcement of the Agreement .

         The parties agree that irreparable damage would occur in the event that
any of the provisions of this  Agreement  were not performed in accordance  with
their specific terms or were otherwise  breached.  It is accordingly agreed that
the  parties  shall be  entitled  to an  injunction  or  injunctions  to prevent
breaches of this Agreement and to enforce  specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction,  this
being in  addition to any other  remedy to which they are  entitled at law or in
equity.

0.175.   Binding Nature; Assignment .

         This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their permitted  successors and assigns.  Neither party shall
assign or otherwise  transfer  any rights or  obligations  under this  Agreement
without the express written consent of the other party; provided,  however, that
either party may assign its rights or  obligations  under this  Agreement to any
Affiliate  of such  party;  provided,  further,  that no such  assignment  shall
relieve the assigning party of its obligations hereunder.

0.176.   No Third Party Rights .

         This  Agreement is not intended,  nor shall it be construed,  to create
any express or implied third party beneficiary  rights in any person,  including
present or former employees of Seller,  the Employees,  or any  beneficiaries or
dependents thereof.



<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

                                     SELLER:

                                                     CARVER FEDERAL SAVINGS BANK


                                                     By:





                                   PURCHASER:

                                                CITY NATIONAL BANK OF NEW JERSEY

                                                     By:



<PAGE>





300366-1

                                    EXHIBIT A
                                  BRANCH OFFICE

Roosevelt Office
302 Nassau Road
Roosevelt, New York 11575



<PAGE>



300366-1

                        ASSET PURCHASE AND SALE AGREEMENT

                                    EXHIBIT B

5.14     General Conversion Matters.

         (a)  Taxpayer  Information.  Seller shall  deliver to Purchaser  within
three  (3)  Business  Days  after  the  Closing  Date  (a) TINs  (or  record  of
appropriate exemption) for all holders of Accounts and (b) all other information
in Seller's possession or reasonably  available to Seller required by applicable
law to be provided to the IRS with  respect to the Assets and  Deposits  and the
holders  thereof  (collectively,   the  "Taxpayer  Information").  In  addition,
"Taxpayer Information" should be included in all test tapes as well.

         (b)      Data Processing Tapes and File Packages.

                  (i) No later than  thirty (30)  calendar  days  following  the
         execution of this Agreement, Seller will provide Purchaser with written
         layouts  for all files and tape  records  of all  account  types at the
         Branch Office,  initial data processing test file packages, and related
         product and marketing information.

                  (ii) On the day immediately  prior to the Closing Date, Seller
         will provide  Purchaser  with magnetic  tapes for the conversion of the
         data processing for the Deposits.

                  (iii) Data  processing  conversion  will occur on the calendar
day following the Closing Date.

                  (iv) Seller and Purchaser  shall cooperate with one another in
         order  to  ensure  the  orderly   transfer   of  all  data   processing
         information.  If Seller  uses third party data  processing  services to
         support  Seller's  pre-closing or closing  activities,  Seller shall be
         responsible for ensuring that all such third party processing  services
         are provided for the benefit of Purchaser.  If Purchaser expects to use
         third  party  data   processing   services   to  support   post-closing
         activities,  Purchaser  shall be responsible for ensuring that all such
         third  party  processing  services  are  provided,   and  Seller  shall
         cooperate  with  Purchaser  to ensure that the services are provided by
         the third parties.

                  (v) Within  ninety (90)  calendar  days  following the Closing
         Date, to the extent that Seller has such items and  information  in its
         possession,  Seller shall deliver to Purchaser information with respect
         to the Deposits for the three (3) annual periods ending  December 31 of
         the previous three (3) years and the period elapsed of the current year
         through the Closing Date.  Such  information  shall be delivered in the
         format  (whether  tape or  microfiche)  on which  such  information  is
         maintained by Seller, and such information shall include,  with respect
         to each Deposit  account,  as  applicable  and to the extent Seller has
         such  information in its  possession,  customer name,  account  number,
         taxpayer  identification  number,  deposit type,  account opening date,
         average  collected  balance,  current  balance,  branch code,  interest
         method and frequency, maturity date, last rollover date, term, and next
         interest payment due date.

         (c) Missing Taxpayer Identification Numbers. At or prior to the Closing
Date, Seller shall provide Purchaser with a list of all Deposits with respect to
which notice was received  from the Internal  Revenue  Service  stating that the
taxpayer identification number is missing or incorrect. Said list shall also set
forth the date on which the notice was received by Seller.

         (d)  Assumption  of IRA  Deposits.  With respect to Deposits  which are
IRAs, Seller will use its reasonable  efforts and will cooperate with Purchaser,
both before and after the Closing,  in taking  whatever  actions are  reasonably
necessary   to   accomplish   the   appointment   of   Purchaser   as  successor
trustee/custodian,  such  appointment  to be effective  as of the Closing  Date,
including  but not  limited  to sending to the  depositors  thereof  appropriate
notices,  cooperating with Purchaser in soliciting consents from such depositors
to the extent required, and filing any appropriate  applications with applicable
regulatory  authorities.  Upon  appointment  as successor  trustee/custodian  by
Seller  and,  after the Closing  Date,  Purchaser  shall  succeed to the rights,
obligations, properties, assets, investments, deposits, agreements and trusts of
Seller  under  such  IRAs,  all to the  same  extent  as  though  Purchaser  had
originally  assumed such  appointments;  provided that  Purchaser  shall have no
liability  for any action or failure to act by Seller with  respect to IRAs that
occurred on or prior to the Closing Date.

         (e)  Retirement Accounts.  Seller shall provide Purchaser with the 
trust documents for the Retirement Accounts assumed by Purchaser under Article
II of this Agreement.

         (f) Assumption of Keogh Deposits.  With respect to Purchaser's proposed
assumption  of  Retirement  Accounts  which are  Keogh  Accounts,  Seller  shall
cooperate with Purchaser to invite  depositors to direct a transfer of each such
depositor's Keogh Account and the related  Retirement  Account to Purchaser,  as
trustee thereof, with Purchaser to succeed as trustee under the Seller's current
form of Keogh  Plan with  respect  to each Keogh  Account.  Notwithstanding  the
foregoing,  (i)  Purchaser  shall have no liability for any action or failure to
act by Seller with respect to Keogh  Accounts  that  occurred on or prior to the
Closing Date and (ii) Purchaser  will not assume any  Retirement  Accounts which
are Keogh  Accounts  (and such  Retirement  Accounts  will not be  considered in
calculating the payments to be made pursuant to Article II) unless Purchaser has
received the documents  necessary  for such  assumption or transfer at or before
the Closing.  With respect to depositors who do not appoint a successor trustee,
Seller  will use its  reasonable  efforts  after  Closing  in  order  to  enable
Purchaser to retain such Keogh Accounts at the Branch Office.

         (g) ATM Access Cards.  As of the close of business on the Closing Date,
all ATM access cards issued by Seller to customers of the Branch Office shall be
void. In connection  with the notices to depositors  described in Section 5.9 of
this  Agreement,  at least thirty (30)  calendar days prior to the Closing Date,
Seller shall notify Branch Office  customers in writing of such  cancellation of
the ATM access  cards.  At least sixty (60)  calendar  days prior to the Closing
Date,  Seller agrees to provide the necessary data tapes required to accommodate
the processing of ATM cards. The ATM access card data will be provided by Seller
in the format that is maintained by Seller.  Purchaser may issue, but it may not
activate,  ATM access cards to depositors  prior to the Closing Date.  Except as
otherwise  permitted in this Agreement,  Seller shall take such other actions as
are necessary to limit the Branch Office  customers' access to funds transferred
to Purchaser after the Closing Date.

         (h) Schedule of Holds and Stop  Payments.  At the Closing,  Seller will
deliver to Purchaser a schedule of holds and stop payments  placed on particular
accounts or individual  checks at the Branch Office and the terms of such holds.
Such schedule should also be included in the test data.

         (i) Certain Items  Credited For Deposit.  After the Closing  Date,  any
items (other than those issued by the federal,  state or local government or any
related  entity)  that were  credited  for  deposit  to an account at the Branch
Office prior to the Closing Date and are returned  unpaid and any checks  issued
by the  federal,  state,  or local  government  or any related  entity that were
credited  for  deposit to an account at the Branch  Office  prior to the Closing
Date and are returned unpaid ("Returned Items") will be handled in the following
manner:

                  (i) If  Purchaser's  bank  account is charged for the Returned
         Item and  there  are  sufficient  funds in the  account  to which  such
         Returned  Item was  credited  or any other  accounts  on deposit at the
         Branch  Office or at any other branch  office of Purchaser  standing in
         the name of the party  liable for such  item,  Purchaser  will,  to the
         extent legally permissible, debit any or all of such accounts an amount
         equal in the  aggregate  to the  Returned  Item.  If  Purchaser's  bank
         account is charged for the Returned  Item and there are not  sufficient
         funds in the account,  Purchaser shall attempt to obtain  reimbursement
         from the account to which, or from the party to whom, the Returned Item
         was credited; and

                  (ii) If Seller's bank account is charged for the Returned Item
         and there are  sufficient  funds in the account to which such  Returned
         Item was credited or any other accounts on deposit at the Branch Office
         or at any other branch office of Purchaser  standing in the name of the
         party  liable for such item,  Purchaser  shall,  to the extent  legally
         permissible,  debit any or all of such  accounts an amount equal in the
         aggregate to such  Returned Item and shall repay that amount to Seller.
         If those accounts do not contain funds  sufficient to reimburse  Seller
         fully  or  Purchaser  is  otherwise  unable  to  debit  such  accounts,
         Purchaser shall  immediately repay to Seller the amount of the Returned
         Item and  Seller  shall  assign  the  Returned  Item to  Purchaser  for
         collection.

         (j) New  Checks.  As soon as  possible  and no later than  thirty  (30)
calendar days  following the Closing Date,  Purchaser  shall provide  holders of
checking  accounts  at the Branch  Office  with new  checks  MICR  encoded  with
Purchaser's routing and transit numbers and Purchaser's customer  identification
number at its sole cost and expense.  For a period of ninety (90)  calendar days
following the Closing Date,  Seller shall  immediately pass through to Purchaser
checks  received  by  it  drawn  on  such  accounts.   Purchaser   accepts  full
responsibility  to either pay the items or return  them in  accordance  with the
customer  agreement and the applicable state uniform commercial code. During the
ninety (90) day or shorter period described, Seller shall give Purchaser a daily
accounting of debits for its clearing account.  On a daily basis, upon review of
such debits,  Purchaser shall  reimburse  Seller by wire transfer in immediately
available  funds to  Seller's  Account;  provided,  however,  after  thirty (30)
calendar  days  following  the Closing,  Seller shall settle by wire transfer in
immediately available funds on a weekly basis.

         (k) Remittance of Payments.  For ninety (90) calendar days following
          the Closing Date,

                  (i) Seller shall remit to Purchaser  all payments  received by
         Seller at its other  offices after the Closing Date which relate to the
         Branch Office with respect to Loans or amounts  intended for deposit to
         the accounts  which are part of the  Deposits or otherwise  relating to
         the Deposits or Loans,  and after such ninety (90)  calendar day period
         Seller shall return such items;

                  (ii) Purchaser shall remit to Seller all payments  received by
         Purchaser at the Branch  Office or its other  offices after the Closing
         Date which relate to Seller's other offices, and after such ninety (90)
         calendar day period Purchaser shall return such items; and

                  (iii) With respect to checks or drafts drawn against  accounts
         which are Deposits,  Seller shall cooperate with Purchaser and take all
         reasonable  steps  requested by Purchaser to ensure that each such item
         that is coded for  presentment to Seller or to any bank for the account
         of Seller is delivered to Purchaser in accordance  with  applicable law
         and  Clearing  House  rules or  agreement,  and after such  ninety (90)
         calendar day period  Seller  shall  return such items  marked  "Account
         Closed".

         (l) Check Sorting.  For ninety (90) calendar days following the Closing
Date,  on a daily  basis  Seller  shall out sort all checks  drawn on an account
maintained at the Branch Office and prepare them to be couriered to Purchaser at
a location  designated by Purchaser by the close of business on the day they are
received;  provided that Seller shall also transmit to Purchaser,  as instructed
by  Purchaser,  copies of all  items  payable  in the  amount of $2,500 or more.
Purchaser  shall  arrange and pay for all couriers  that are necessary for check
processing  activity  during this period.  Purchaser  shall settle for the gross
dollar amount of out sorted checks drawn on an account  maintained at the Branch
Office by wire transfer in immediately  available  funds to Seller's  Account on
the day that  Purchaser  receives  the daily  accounting  of debits from Seller;
provided,  however,  that after thirty (30) calendar days  following the Closing
Date,  Purchaser  shall settle on a weekly basis by wire transfer in immediately
available  funds.  All rejected  checks written on an account  maintained at the
Branch Office which is transferred  to Purchaser  pursuant to this Agreement are
to be the  responsibility  of  Purchaser.  After the ninety  (90)  calendar  day
period, Seller may return such items marked "Account Closed".

         (m)      ACH Items.  ACH items will be handled in the following manner:

                  (i)  Beginning at least thirty (30) calendar days prior to the
         Closing  Date,  Seller  will  deliver  each  day to  Purchaser  a modem
         transmission   or  paper   report  of  all  ACH  Items  and   recurring
         debit/credit arrangements in standard ACH format.

                  (ii) At least thirty (30)  calendar  days prior to the Closing
         Date,  Seller  will  deliver  to  Purchaser,  (A)  copies  of  any  ACH
         origination   forms  for  social   security   payments  and   recurring
         debit/credit  arrangements  being  assumed  by  Purchaser  which are in
         Seller's   possession   hereunder,   and  (B)  all  other  records  and
         information   in  Seller's   possession   necessary  for  Purchaser  to
         administer such arrangements.

                  (iii) As soon as possible  after the Closing Date,  Seller and
         Purchaser  will  use  their  reasonable  efforts  to  transfer  all ACH
         arrangements   to  Purchaser.   Purchaser   shall   continue  such  ACH
         arrangements  and such recurring  debit  arrangements as are originated
         and administered by third parties and for which Purchaser need act only
         as processor.

                  (iv)  Beginning  on the  Closing  Date and for one hundred and
         twenty (120)  calendar  days after the Closing  Date,  Seller shall use
         commercially  reasonable efforts to, prior to 12:00 p.m. (New York City
         time) on each  Business  Day,  (A)  telecopy or deliver to Purchaser at
         such address as Purchaser may from time to time designate, a summary of
         ACH Items  activity  affecting the Deposits at the Branch Office during
         the prior Business Day, and (B) remit by wire transfer to Purchaser all
         ACH Items  funds then known by Seller  which are  intended  for deposit
         accounts at the Branch  Office being  transferred  to Purchaser on such
         Business  Day.  One hundred and twenty  (120)  calendar  days after the
         Closing Date, Seller will return all such ACH Items to the paying party
         and Purchaser shall assume no  responsibility  with respect to such ACH
         Items.

         (n) Reclamations.  Purchaser will make every effort to recover funds on
reclamations  received  for federal  recurring  payments and ACH  transfers.  If
collection efforts are unsuccessful, Seller shall be responsible for reimbursing
Purchaser for those  transactions  that were processed  prior to and through the
Closing Date.



<PAGE>



300366-1

                                    EXHIBIT C

                                  BILL OF SALE

                  BILL OF SALE (this "Bill of Sale"),  made and  effective as of
[____________],  from Carver Federal Savings Bank  ("Seller"),  to City National
Bank of New Jersey ("Purchaser").

                  WHEREAS,  pursuant to the Asset  Purchase and Sale  Agreement,
dated  as of  [____________]  (the  "Agreement"),  by  and  between  Seller  and
Purchaser,  Purchaser has agreed to purchase from Seller all of its right, title
and interest in and to certain assets.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and for
other good and  valuable  consideration,  the receipt and  adequacy of which are
hereby acknowledged by Seller, Seller does hereby sell, convey, assign, transfer
and deliver to Purchaser, and its successors and assigns, all of Seller's right,
title and interest in and to the Assets (such  capitalized  term and,  except as
otherwise defined herein, all other capitalized terms used herein shall have the
meaning ascribed to such terms in the Agreement) as of the date hereof.

                  In  accordance  with  the  Agreement,  the  Assets  shall  not
include, and Purchaser is not acquiring from Seller, any of the Excluded Assets,
and Seller shall retain ownership of all right, title and interest in and to the
Excluded Assets.

                  Seller  covenants and agrees with  Purchaser  that Seller will
from time to time  execute,  acknowledge  and  deliver  such  other and  further
instruments  and will take such other action as may be necessary or desirable to
carry out more effectively the transfer of assets provided for herein.

                  Nothing in this instrument, express or implied, is intended or
shall be construed to confer upon,  or give to, any person other than  Purchaser
and its successors  and assigns,  any remedy or claim under or by reason of this
instrument or any agreements, covenants or terms hereof, and all the agreements,
covenants  and  terms  contained  in this  instrument  shall be for the sole and
exclusive benefit of Purchaser and its successors and permitted assigns.

                  This Bill of Sale shall inure to the benefit of Purchaser  and
its successors and permitted assigns and be binding upon and enforceable against
Seller and its successors and permitted assigns.

                  This  Bill of Sale  shall  be  governed  by and  construed  in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
conflict of laws principles thereof.

                  This Bill of Sale is given  pursuant  to the  Agreement,  and,
except as herein otherwise  provided,  the transfer of the property hereunder is
made subject to the terms and provisions of the Agreement.



<PAGE>


                  IN WITNESS  WHEREOF,  this Bill of Sale has been duly executed
and  delivered  by the duly  authorized  office of  Seller as of the date  first
written above.

                                                    Carver Federal Savings Bank

                                                    By:
                                                    Name:
                                                    Title:



AGREED AND ACCEPTED:

City National Bank of New Jersey

By:
      Name:
      Title:



<PAGE>



300366-1

                                    EXHIBIT D

                            INSTRUMENT OF ASSUMPTION

                  INSTRUMENT OF ASSUMPTION ( this  "Instrument  of  Assumption")
made as of [____________], by City National Bank of New Jersey ("Purchaser"), in
favor of Carver Federal Savings Bank ("Seller"),  pursuant to the Asset Purchase
and Sale Agreement dated as of [____________] (the "Agreement"),  by and between
Purchaser and Seller.

                  In partial consideration of the sale, conveyance,  assignment,
transfer and delivery by Seller to Purchaser,  pursuant to the Agreement, of all
of Seller's  right,  title and interest in and to the Assets  (such  capitalized
term and, except as otherwise  defined herein,  all other capitalized terms used
herein  shall have the  meaning  ascribed to such terms in the  Agreement),  (i)
Seller does hereby  assign to Purchaser,  and Purchaser  does hereby assume from
Seller, the Deposits, and Purchaser does hereby agree to pay, honor, perform and
discharge all  obligations  with respect to, and shall be solely and exclusively
liable for, the Deposits and (ii) Seller does hereby  assign to  Purchaser,  and
Purchaser does hereby assume from Seller, the Other  Liabilities,  and Purchaser
does hereby agree to pay,  honor,  perform and  discharge all  obligations  with
respect  to,  and  shall  be  solely  and  exclusively  liable  for,  the  Other
Liabilities. The Deposits and the Other Liabilities are collectively referred to
herein as the "Assumed Liabilities."

                  In  accordance  with the  Agreement,  the Assumed  Liabilities
shall not include and  Purchaser is not assuming and shall not be deemed to have
assumed any of, the Excluded Liabilities,  and,  accordingly,  Purchaser has not
agreed to assume or pay, and shall not assume or be deemed to have assumed,  any
liability or obligation,  direct or indirect,  absolute or contingent, of Seller
or any other person or entity, the assumption of which is not expressly provided
for in the Agreement.

                  The assumption by Purchaser of the Assumed  Liabilities  shall
not be construed to defeat, impair or limit in any way any rights or remedies of
Purchaser to contest or dispute the validity or amount thereof.

                  For the consideration aforesaid, Purchaser, for itself and its
successors and assigns,  has  covenanted,  and by this  Instrument of Assumption
does covenant, with Seller and its successors and assigns that Purchaser and its
successors and assigns will from time to time do,  execute and deliver,  or will
cause to be done, executed and delivered,  all such further acts and instruments
which  Seller  may  reasonably  request in order to more  fully  effectuate  the
assumption of liabilities provided for herein.

                  This Instrument of Assumption will be enforceable  against the
successors  and  assigns  of  Purchaser  and will  inure to the  benefit  of the
successors and assigns of Seller.

                  This  Instrument  of  Assumption  shall  be  governed  by  and
construed in accordance  with the laws of the State of New York,  without regard
to the conflict of laws principles thereof.

                  This  Instrument  of  Assumption  is  given  pursuant  to  the
Agreement,  and,  except as herein  otherwise  provided,  the  assumption of the
Assumed Liabilities hereunder is made subject to the terms and provisions of the
Agreement.

                  IN WITNESS  WHEREOF,  this  Instrument of Assumption  has been
duly  executed and delivered by the duly  authorized  officer of Purchaser as of
the date first set forth above.

                                           City National Bank of New Jersey

                                           By:
                                           Name:
                                           Title:




AGREED AND ACCEPTED:

Carver Federal Savings Bank

By:
      Name:
      Title:


<PAGE>



300366-1

                                    EXHIBIT E

                  177.The  Bank is a stock  form  savings  bank duly  organized,
                  validly  existing and in good  standing  under the laws of the
                  United States and has all requisite corporate authority to own
                  or lease its properties and to conduct its banking business as
                  now conducted.

                  178.The Bank has all requisite  corporate  power and corporate
                  authority to execute and deliver the  Agreement and to perform
                  the provisions and conditions thereof.

                  179.The Agreement, and the transactions  contemplated thereby,
                  have been duly authorized by the Bank.

                  180.The  Agreement has been duly executed and delivered by the
                  Bank and the  Agreement  constitutes  the  valid  and  binding
                  obligation  of the Bank  enforceable  in  accordance  with its
                  terms.

                  181.The  execution,  delivery and performance of the Agreement
                  does not and will not conflict with, result in a breach of, or
                  entitle  any party  (with due notice or lapse of time or both)
                  to  terminate,  accelerate  or call a default with respect to,
                  any material  agreement or  instrument of which we have actual
                  knowledge,  to which  the Bank is a party or by which the Bank
                  is bound.

                  182.The Bank is not a party to, or subject to or bound by, any
                  charter, bylaw, indenture, mortgage, lien, lease, agreement or
                  instrument,  or any order,  judgment,  injunction or decree of
                  any court or  governmental  authority that is known to us that
                  may  restrict  or  interfere  with  the   performance  of  the
                  Agreement or the consummation of the transactions contemplated
                  thereby.

                  183.There is no action,  suit or proceeding pending, or to our
                  knowledge, threatened against or affecting the Bank before any
                  court  or  arbitrator  or any  governmental  body,  agency  or
                  official that would materially adversely affect the ability of
                  the Bank to perform its  obligations  under the  Agreement  or
                  that in any manner  questions  the validity of the  Agreement,
                  and there  are no facts  known to us that  might  result in or
                  form the basis for any such action, suit or proceeding.

                  184.To   the   best  of  our   knowledge,   after   reasonable
                  investigation, all acts and proceedings required by law or the
                  Agreement to be undertaken by the Bank at or prior to the date
                  hereof to authorize and complete the transactions  covered and
                  contemplated  by the  Agreement  have  been  duly and  validly
                  taken.


<PAGE>


                                    EXHIBIT F

                 OPINIONS TO BE DELIVERED BY PURCHASER'S COUNSEL

                           185.The  Bank  is a  national  bank  duly  organized,
                  validly  existing and in good  standing  under the laws of the
                  United States and has all requisite corporate authority to own
                  or lease its properties and to conduct its banking business as
                  now conducted.

                  186.The Bank has all requisite  corporate  power and corporate
                  authority to execute and deliver the  Agreement and to perform
                  the provisions and conditions thereof.

                  187.The Agreement, and the transactions  contemplated thereby,
                  have been duly authorized by the Bank.

                  188.The  Agreement has been duly executed and delivered by the
                  Bank,  and the  Agreement  constitutes  the valid and  binding
                  obligation  of the Bank  enforceable  in  accordance  with its
                  terms.

                  189.The  execution,  delivery and performance of the Agreement
                  does not and will not conflict with, result in a breach of, or
                  entitle  any party  (with due notice or lapse of time or both)
                  to  terminate,  accelerate  or call a default with respect to,
                  any material  agreement or  instrument of which we have actual
                  knowledge,  to which the Bank is party or by which the Bank is
                  bound.

                  190.The Bank is not a party to, or subject to or bound by, any
                  charter, bylaw, indenture, mortgage, lien, lease, agreement or
                  instrument,  or any order,  judgment,  injunction or decree of
                  any court or  governmental  authority that is known to us that
                  may  restrict  or  interfere  with  the   performance  of  the
                  Agreement or the consummation of the transactions contemplated
                  thereby.

                  191.There is no action,  suit or proceeding pending or, to our
                  knowledge, threatened against or affecting the Bank before any
                  court  or  arbitrator  or any  governmental  body,  agency  or
                  official that would materially adversely affect the ability of
                  the Bank to perform its  obligations  under the  Agreement  or
                  that in any manner  questions  the validity of the  Agreement,
                  and there  are no facts  known to us that  might  result in or
                  form the basis for any such action, suit or proceeding.

                  192.To   the   best  of  our   knowledge,   after   reasonable
                  investigation, all acts and proceedings required by law or the
                  Agreement to be undertaken by the Bank at or prior to the date
                  hereof to authorize and complete the transactions  covered and
                  contemplated  by the  Agreement  have  been  duly and  validly
                  taken.



<PAGE>



300366-1

                                    EXHIBIT G

                           NEW YORK MASTER ASSIGNMENT
                             AND ASSUMPTION OF LEASE


         FOR AND IN  CONSIDERATION  of the  mutual  covenants  set forth in that
certain  Asset  Purchase and Sale  Agreement,  dated as of January 22, 1998 (the
"Asset Purchase  Agreement"),  between CARVER FEDERAL SAVINGS BANK ("Assignor"),
having an  address at 75 West 125th  Street,  New York,  New York 10027 and CITY
NATIONAL BANK OF NEW JERSEY ("Assignee"), having an address at 900 Broad Street,
Newark,  New Jersey 07102, and other good and valuable  consideration,  Assignor
hereby  transfers,  assigns and sets over to Assignee all of  Assignor's  right,
title and interest as the tenant,  in and under that certain lease  described on
Exhibit  A hereto  and made a part  hereof,  and the  leasehold  estate  created
thereby including,  without limitation, all options and rights contained in said
lease (the "Lease");

         TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns,
forever, subject to the terms, covenants,  conditions and provisions of both the
Lease and the Asset Purchase Agreement.

         Assignor hereby  reaffirms the  representations  and warranties made by
Assignor in the Asset Purchase  Agreement.  All remedies of Assignee pursuant to
this New York Master Assignment and Assumption of Lease are subject to the terms
and conditions of the Asset Purchase Agreement.

         Assignee  hereby accepts said  assignment and hereby assumes and agrees
to perform  and comply  with all of the  covenants,  duties and  obligations  of
Assignor  as  tenant  under  the Lease to be  performed  after the date  hereof,
including, without limitation, the obligation to pay the rent specified therein.

         Each of the parties hereto agrees to execute such further  documents as
may be  reasonably  requested  by the other party hereto to carry out more fully
the intent hereof.

         This New York Master Assignment and Assumption of Lease may be executed
in one or more  counterparts,  each of which shall be deemed an original and all
of which shall be deemed an original and all of which together shall  constitute
one and the same instrument.

         This New York Master  Assignment and Assumption of Lease shall inure to
the benefit of the parties hereto and their respective successors and assigns.

         All  capitalized  terms not  otherwise  defined in this New York Master
Assignment  and  Assumption  of Lease shall have the  meanings  specified in the
Asset Purchase Agreement.




<PAGE>


         THIS NEW YORK MASTER  ASSIGNMENT  AND  ASSUMPTION  OF LEASE AND (UNLESS
OTHERWISE  PROVIDED) ALL  AMENDMENTS  HEREOF AND WAIVERS AND CONSENTS  HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

         IN WITNESS  WHEREOF,  the parties hereto  executed this New York Master
Assignment and Assumption of Lease as of the day and year first above written.

                                               ASSIGNOR:

                                               CARVER FEDERAL SAVINGS BANK

                                               By:
                                               Name:
                                               Title:


                                               ASSIGNEE:

                                               CITY NATIONAL BANK OF NEW JERSEY


                                               By:
                                               Name:
                                               Title:




<PAGE>



300366-1

                                    EXHIBIT H

                  LANDLORD CONSENT AND ESTOPPEL CERTIFICATE AND
                            AGREEMENT REGARDING LEASE


                                                              Date:


Address to the Bank



As the present  landlord  under the lease for the  building  known as 302 Nassau
Road,  Roosevelt,  New York,  between Carver Federal Savings Bank (the "Tenant")
and Nathan L. Serota  dated July 1, 1995 (the  "Lease"),  the  undersigned  (the
"Landlord") hereby represents and warrants to you that as the date hereof:

(i)      the Lease,  is in full force and  effect,  is binding  and  enforceable
         against  Landlord  in  accordance  with  its  terms,  and has not  been
         modified, amended, supplemented or changed in any manner whatsoever and
         that the Lease constitutes the entire agreement between the parties;  a
         true and correct copy of the Lease is attached hereto;

(ii)     the  current  basic or  fixed  monthly  rent  under  the  Lease is ; in
         addition to the monthly basic or fixed rent, the following  charges and
         amounts currently are payable under the Lease:
         ;

(iii)    the Tenant  under the Lease is not in  default  under any of the terms,
         covenants  or  conditions  of the Lease on the part of the Tenant to be
         observed  or  performed,  and to  Landlord's  knowledge,  no event  has
         occurred  which with the  passage  of time or the giving of notice,  or
         both, would constitute a default by the Tenant under the Lease;

(iv)     neither the undersigned nor, to Landlord's knowledge,  the Tenant under
         the Lease has  commenced any action or has given or received any notice
         for the purpose of terminating the Lease; and

(v)      all  rents,  additional,  rents  and other  sums due and  payable  
         under the Lease  have been paid in full through                    .

Execution of this letter by the undersigned  constitutes  Landlord's irrevocable
consent  to the  assignment  of the Lease to City  National  Bank of New  Jersey
("City National") pursuant to the terms of the Asset Purchase and Sale Agreement
(the "Agreement") between the Tenant and City National, dated _______________.

Landlord  understands  that City National  shall rely herein in connection  with
this Agreement.

(i)      The  commencement  date of the term of the Lease was July 1, 1995,  and
         the expiration date is June 30, 2005.

(ii)     No security deposit will be required of City National, as tenant of the
         Lease by assignment.

(iii)    The Landlord  under the Lease is not in default under any of the terms,
         covenants as conditions of the Lease.

                                                              Very truly yours,



                                                              Landlord:

                                                              By:

                                                              Its:

                                                              Date:



<PAGE>



300366-1

                                List of Schedules

Schedule 2.1(b)   - Loans
Schedule 2.1(c)   - Leased Property
Schedule 2.1(d)-1 - Furniture, Fixture and Equipment
Schedule 2.1(d)-2 - Excluded Personal Property
Schedule 2.1(f)   - Contracts
Schedule 2.1(i)   - Leasehold Improvements
Schedule 2.2      - Excluded Assets
Schedule 2.3      - Deposits
Schedule 2.6(a)   - Book Value Schedule
Schedule 2.9      - Allocation of Purchase Price
Schedule 3.3      - Seller's Consents and Approvals
Schedule 3.4      - Violation of Law
Schedule 3.5(b)   - Encumbrances to the Leased Property
Schedule 3.6(b)   - Major Contracts
Schedule 3.8      - Legal Actions
Schedule 3.9      - Exception to Environmental Warranties and Representations
Schedule 3.10     - Seller's Broker
Schedule 3.14     - Employees
Schedule 4.3      - Purchaser's Consents and Approvals
Schedule 4.4      - Purchaser's Legal Action
Schedule 4.5      - Purchaser's Broker
Schedule 5.1      - Business Exceptions


<PAGE>





300366-1

                                SELLER'S SCHEDULE

Reference is made to the Asset  Purchase and Sale  Agreement  (the  "Agreement")
between  Carver  Federal  Savings Bank  ("Seller") and City National Bank of New
Jersey ("Purchaser"). Terms used herein and not otherwise defined shall have the
respective meanings ascribed to such terms in the Agreement.

These  Schedules   relate  to  certain  matters   concerning  the   transactions
contemplated  by the Agreement.  These Schedules are qualified in their entirety
by  reference to specific  provisions  of the  Agreement,  and is to intended to
constitute,  and shall not be  construed  as  constituting,  representations  or
warranties of the Seller except as and to the extent  provided in the Agreement.
Inclusion of information herein shall not be construed as an admission that such
information  is  material  to, or would have a material  adverse  effect on, the
Assets or the business or operations conducted by Seller at the Branch Office.

Matters  reflected in these  Schedules  are not  necessarily  limited to matters
required by the Agreement to be reflected in these  Schedules.  Such  additional
matters are set forth for informational  purposes and do not necessarily include
other matters of a similar nature.

Any  matter  disclosed  pursuant  to one  provision,  subprovision,  section  or
subsection hereof is deemed disclosed for all purposes of these Schedules to the
extent the Agreement requires such disclosure.

Headings have been inserted on the sections of these  Schedules for  convenience
of reference only and shall to no extent have the effect of amending or changing
the express description of the Sections as set forth in the Agreement.

The information contained herein is in all events subject to the confidentiality
provisions set forth in the Agreement.




                                  SCHEDULE 4.3

                      Approval of the Office of the Comptroller of the Currency
                                  and the New York State Department of Banking