PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION
                                       OF

                             COLONIAL TRUST COMPANY


This Plan of Complete  Liquidation and  Dissolution  (the "Plan") is intended to
accomplish the dissolution  and complete  liquidation of Colonial Trust Company,
an Arizona  corporation (the "Company"),  in accordance with the Arizona Revised
Statutes  (the "ARS") and Section 331 of the Internal  Revenue Code of 1986,  as
amended (the "Code"), as follows:

     1. The Board of  Directors of the Company  (the "Board of  Directors")  has
adopted  this  Plan and  called a special  meeting  (including  any  adjournment
thereof,  the "Meeting") of the Company's  stockholders (the  "Stockholders") to
take action on the Plan.  If  Stockholders  holding a majority of the  Company's
issued and  outstanding  no par value common stock (the "Common  Stock") vote at
the Meeting for the  authorization and approval of this Plan and the dissolution
of the Corporation, the Plan shall constitute the adopted Plan of the Company as
of the date of the  Meeting  or such later  date on which the  Stockholders  may
approve  the Plan if the  Meeting is  adjourned  to a later date (the  "Adoption
Date").

     2. The Plan shall become  effective  and may be  implemented  only upon the
later of the dates on which the following transactions are consummated:  (i) the
sale of our  Corporate  Trust  business  to First  State Bank  pursuant  to that
Purchase and  Assumption  Agreement  dated as of December 30, 2003, and (ii) the
sale our Wealth  Management  business  to  Dubuque  Bank and Trust  Company  and
Arizona  Bank  and  Trust  Company  pursuant  to that  Purchase  and  Assumption
Agreement  dated  as of March  26,  2004,  and that  Addendum  to  Purchase  and
Assumption Agreement dated as of April 26, 2004, (the "Effective Date").

     3. After the Effective  Date,  the Company shall not engage in any business
activities  except to the extent  necessary to preserve the value of its assets,
wind up its business and affairs,  and distribute its assets in accordance  with
this Plan.  No later than thirty (30) days  following  the  Adoption  Date,  the
Company shall file a Form 966 with the Internal Revenue Service.

     4. From and after the  Effective  Date,  the  Company  shall  complete  the
following corporate actions:

          (a)  The Company shall  determine  whether and when to collect,  sell,
               exchange or otherwise  dispose of all of its  remaining  property
               and  assets  in one or more  transactions  upon  such  terms  and
               conditions as the Board of Directors, in its absolute discretion,
               deems  expedient and in the best interests of the Company and the
               Stockholders.  In connection with such collection, sale, exchange
               and  other  disposition,   the  Company  shall  collect  or  make
               provision for the  collection of all accounts  receivable,  debts
               and claims owing to the  Company.  All of the  remaining  Company
               property and assets, and any proceeds from the sales,  exchanges,
               dispositions and collections from such property and assets, shall
               be included in the Contingency Reserve (as described in Paragraph
               4(b)).

          (b)  The  Company,  as  determined  by the Board of  Directors,  shall
               establish a reserve to: (i) pay or make  reasonable  provision to
               pay all claims and  obligations  of the  Company,  including  all
               contingent,  conditional or unmatured contractual claims known to
               the  Company,  (ii) make  such  provision  as will be  reasonably
               likely to be  sufficient  to provide  compensation  for any claim
               against the Company that is the subject of a pending action, suit
               or  proceeding  to which the  Company is a party,  and (iii) make
               such  provision as will be reasonably  likely to be sufficient to
               provide  compensation for claims that have not been made known to
               the  Company  or that have not  arisen  but that,  based on facts
               known to the  Company,  are likely to arise or to become known to
               the Company within five years after the date of dissolution  (the
               "Contingency Reserve").

          (c)  The Board of Directors will authorize  liquidating  distributions
               as promptly as  reasonably  practicable.  The Company  intends to
               effect a reverse  stock  split  for the  purpose  of  making  the
               pro-rata liquidating distributions to Stockholders.  Accordingly,
               on or after  the  Effective  Date,  the  Company  will  amend its
               Articles of  Incorporation to effect a reverse stock split of one
               share of our common stock for every 35,032 shares of common stock
               that are currently issued and outstanding, as follows:

               The  authorized  capital stock of the  Corporation  is 25,000,000
               shares of common  stock,  no par  value  per share  (the  "Common
               Stock"). Each thirty-five thousand and thirty-two (35,032) shares
               of the  Corporation's  Common  Stock  issued  as of  [Date  which
               Articles of Amendment  are filed] (the "Split  Effective  Date"),
               shall be automatically changed and reclassified,  as of the Split
               Effective  Date and without  further  action,  into one (1) fully
               paid and nonassessable  share of the Corporation's  Common Stock,
               with  no  fractional  shares  being  issued  as a  result  of the
               foregoing (the "Reverse Stock Split").

               The above is hereinafter  referred to as the "Reverse Stock Split
               Amendment".

     Upon the Reverse  Stock Split,  the Company will  distribute to each record
holder a pro rata portion of all available cash,  including the cash proceeds of
any sale,  exchange  or  disposition,  except  such  property  or assets not yet
reduced to cash and cash in the Contingency  Reserve, and a pro rata interest in
a note  instrument,  which gives such  stockholder a pro rata interest (based on
the number of shares of Common  Stock  owned  immediately  prior to the  Reverse
Stock Split) in any unused cash,  property or assets that will ultimately remain
in the  Contingency  Reserve  after all  property  and  assets,  that can in the
judgment of the Board of Directors,  be disposed of for cash and all liabilities
as  described  above are  satisfied  (the "Note  Interest").  As a result of the
Reverse  Stock  Split,   there  will  remain  one  Stockholder  (the  "Remaining
Stockholder") holding one share of Common Stock.

          (d)  Upon the Board of  Directors  determining  that the amount of the
               Contingency  Reserve can be reduced,  an amount of cash (or other
               property if the Board should so decide) shall be distributed  pro
               rata to each holder of a Note Interest.  Such  distributions  may
               occur all at once or in a series of distributions and shall be in
               cash, in such amounts, and at such time or times, as the Board of
               Directors in its absolute discretion, may determine.

          (e)  The  Company  will  make a final  distribution  to the  Remaining
               Stockholder  after all  distributions  to the holders of the Note
               Interest are completed.

          (f)  The distributions to the Stockholders pursuant to Paragraphs 4(c)
               - (e)  hereof  shall be in  complete  cancellation  of all of the
               outstanding   Common   Stock.   As  a  condition  to  making  any
               distribution to the Stockholders,  the Board of Directors, in its
               absolute   discretion,   may  require  the  Stockholders  to  (i)
               surrender their  certificates  evidencing the Common Stock to the
               Company or its agent for recording of such distributions thereon,
               or (ii) furnish the Company  with  evidence  satisfactory  to the
               Board of Directors  of the loss,  theft or  destruction  of their
               certificates  evidencing  the Common  Stock,  together  with such
               surety bond or other  security or indemnity as may be required by
               and  satisfactory  to  the  Board  of  Directors   ("Satisfactory
               Evidence and  Indemnity").  The Company  will  finally  close its
               stock  transfer  books and  discontinue  recording  transfers  of
               Common  Stock  on the date of  dissolution  of the  Company,  and
               thereafter  certificates  representing  Common  Stock will not be
               assignable or  transferable on the books of the Company except by
               will, intestate succession, or operation of law.

     5. If any  distribution  to a  Stockholder  or a holder of a Note  Interest
cannot be made, whether because the Stockholder or holder cannot be located, has
not  surrendered  its  certificates  evidencing  the  Common  Stock as  required
hereunder  or for any other  reason,  the  distribution  to which such person is
entitled  shall be  transferred,  at such time as the  liquidating  distribution
occurs in Paragraphs 4(c) - (e) (or in the case of a Note Interest, when a final
payment  to the  holders  of a Note  Interest  is  made by the  Company),  to an
official of such state or other  jurisdiction  authorized by  applicable  law to
receive the proceeds of such  distribution.  The  proceeds of such  distribution
shall thereafter be held solely for the benefit of and for ultimate distribution
to such  Stockholder or holder of the Note Interest as the sole equitable  owner
thereof and shall be treated as abandoned property and escheat to the applicable
state or other jurisdiction in accordance with applicable law. In no event shall
the  proceeds of any such  distribution  revert to or become the property of the
Company.

     6. If the Board of Directors  determines to follow the procedures described
in Sections  10-1406 and 10-1407 of Chapter 14 of the ARS,  then the  additional
steps set forth below,  to the extent  necessary or  appropriate,  and any other
steps  determined  by the Board of Directors in its  absolute  discretion  to be
necessary or appropriate, shall be taken:

          (a)  The  giving of  notice of the  dissolution  to the  Secretary  of
               State,  the Corporation  Commission and the Department of Revenue
               of the  State  of  Arizona,  and to all  known  creditors  and by
               publication one time in a newspaper of general circulation in the
               county in which the  principal  office of the Company is located;
               and

          (b)  The taking of such  action as may be  determined  by the Board of
               Directors  in  its  absolute   discretion   to  be  necessary  or
               appropriate,  including  without  limitation the  satisfaction of
               known,  matured,  uncontested claims, the posting of security and
               the  payment or making of adequate  provision  for payment of any
               other claims.

               Notwithstanding the foregoing,  the Company shall not be required
               to follow the procedures  described in Chapter 14 of the ARS, and
               the  adoption  of the Plan by the  Company's  Stockholders  shall
               constitute full and complete authority for the Board of Directors
               and the  officers of the  Company,  without  further  stockholder
               action,  to proceed with the  dissolution  and liquidation of the
               Company in accordance  with any applicable  provision of the ARS,
               including,  without  limitation,  Sections  10-1406  and  10-1407
               thereof.

     7. After the Effective  Date,  the officers of the Company  shall,  at such
time as the Board of Directors,  in its absolute  discretion,  deems  necessary,
appropriate  or desirable,  obtain any  certificates  required from and make any
required filings with the Arizona corporation,  banking and tax authorities and,
upon obtaining such certificates and making such filings, the Company shall file
with the Secretary of State of the State of Arizona articles of dissolution (the
"Articles of Dissolution") in accordance with the ARS.

     8.  Adoption  of this  Plan  by  holders  of at  least  a  majority  of the
outstanding  Common Stock shall constitute the authorization and approval of the
Stockholders of this Plan, the dissolution of the Company and the sale, exchange
or other  disposition  in  liquidation  of all of the property and assets of the
Company,  whether  such  sale,  exchange  or  other  disposition  occurs  in one
transaction or a series of transactions,  and shall  constitute  ratification of
any contracts for sale,  exchange or other  disposition which are conditioned on
adoption of this Plan.

     9. In  connection  with and for the purpose of  implementing  and  assuring
completion  of this Plan,  the Company  may, in the absolute  discretion  of the
Board of Directors, pay any brokerage,  agency,  professional and other fees and
expenses of persons  rendering  services to the Company in  connection  with the
collection,  sale,  exchange or other disposition of the Company's  property and
assets and the implementation of this Plan.

     10. In  connection  with and for the purpose of  implementing  and assuring
completion  of this Plan,  the Company  may, in the absolute  discretion  of the
Board of Directors, pay to the Company's officers, directors,  employees, agents
and  representatives,  or any of them,  compensation or additional  compensation
above their regular compensation,  in money or other property, in recognition of
the  extraordinary  efforts they, or any of them, will be required to undertake,
or actually  undertake,  in  connection  with the  implementation  of this Plan.
Authorization and approval of this Plan by the Stockholders shall constitute the
approval of the Stockholders of the payment of any such compensation.

     11. The  Company  shall  continue to  indemnify  its  officers,  directors,
employees,  agents  and  representatives  in  accordance  with its  articles  of
organization and by-laws,  the ARS and any contractual  arrangements,  including
without  limitation  for  actions  taken in  connection  with  this Plan and the
winding up of the affairs of the Company.  The Company's obligation to indemnify
such persons may also be satisfied out of the assets of the Contingency Reserve.
The Board of Directors, in its absolute discretion,  is authorized to obtain and
maintain  insurance as may be necessary or  appropriate  to cover the  Company's
obligations hereunder.

     12.  Notwithstanding  authorization  and  approval  of  this  Plan  by  the
Stockholders,  the Board of Directors may modify, amend or abandon this Plan and
the transactions  contemplated hereby without further action by the Stockholders
to the extent permitted by the ARS.

     13. The Board of  Directors  of the Company is hereby  authorized,  without
further action by the  Stockholders,  to do and perform or cause the officers of
the Company,  subject to approval of the Board of Directors,  to do and perform,
any and all acts, and to make, execute, deliver or adopt any and all agreements,
resolutions,  conveyances,  certificates  and other documents of every kind that
are deemed necessary,  appropriate or desirable,  in the absolute  discretion of
the Board of Directors, to implement this Plan and the transactions contemplated
hereby, including,  without limiting the foregoing, all filings or acts required
by any state or federal law or regulation to wind up its affairs.