<PAGE>   1
                                                                     EXHIBIT 2.1

================================================================================

                          AGREEMENT AND PLAN OF MERGER

                          dated as of December 29, 1997

                                 by and between

                              Zions Bancorporation

                                       and

                                FP Bancorp, Inc.

================================================================================


<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
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RECITALS................................................................................1


                                    ARTICLE I

                               Certain Definitions

 1.01 Certain Definitions...............................................................1


                                   ARTICLE II

                                   The Merger

 2.01 The Merger........................................................................6
 2.02 Effective Date and Effective Time.................................................7
 2.03 Plan of Merger....................................................................7


                                   ARTICLE III

                       Consideration; Exchange Procedures

 3.01 Merger Consideration..............................................................7
 3.02 Rights as Stockholders; Stock Transfers...........................................8
 3.03 Fractional Shares.................................................................8
 3.04 Exchange Procedures...............................................................8
 3.05 Anti-Dilution Provisions.........................................................10
 3.06 Options..........................................................................10


                                   ARTICLE IV

                           Actions Pending Acquisition

 4.01 Forebearances of Company.........................................................11
 4.02 Company Debenture Conversion and Redemption......................................13
 4.03 Forebearances of Zions...........................................................13
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<TABLE>
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                                    ARTICLE V

                         Representations and Warranties

 5.01 Disclosure Schedules.............................................................14
 5.02 Standard.........................................................................14
 5.03 Representations and Warranties of Company........................................14
 5.04 Representations and Warranties of Zions..........................................23


                                   ARTICLE VI

                                    Covenants

 6.01 Reasonable Best Efforts..........................................................26
 6.02 Stockholder Approval.............................................................27
 6.03 Registration Statements..........................................................27
 6.04 Press Releases...................................................................28
 6.05 Access; Information..............................................................28
 6.06 Acquisition Proposals............................................................29
 6.07 Affiliate Agreements.............................................................30
 6.08 Takeover Laws....................................................................30
 6.09 Certain Policies.................................................................30
 6.10 NASDAQ Listing...................................................................30
 6.11 Regulatory Applications..........................................................30
 6.12 Indemnification; Director and Officers' Insurance................................31
 6.13 Benefit Plans....................................................................32
 6.14 Accountants' Letters.............................................................33
 6.15 Notification of Certain Matters..................................................33
 6.16 Stockholder Agreements...........................................................33
 6.17 Directors of Grossmont Bank......................................................33


                                   ARTICLE VII

                    Conditions to Consummation of the Merger

 7.01 Conditions to Each Party's Obligation to Effect the Merger.......................34
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                                      -ii-


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<TABLE>
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 7.02 Conditions to Obligation of Company..............................................34
 7.03 Conditions to Obligation of Zions................................................36


                                  ARTICLE VIII

                                   Termination

 8.01 Termination......................................................................36
 8.02 Effect of Termination and Abandonment............................................38


                                   ARTICLE IX

                                  Miscellaneous

 9.01 Survival.........................................................................38
 9.02 Waiver; Amendment................................................................39
 9.03 Counterparts.....................................................................39
 9.04 Governing Law; Waiver of Jury Trial..............................................39
 9.05 Expenses.........................................................................39
 9.06 Notices..........................................................................39
 9.07 Entire Understanding; No Third Party Beneficiaries...............................40
 9.08 Interpretation; Effect...........................................................40
</TABLE>


EXHIBIT A  Form of Affiliate Agreement
EXHIBIT B  Form of Stockholder's Agreement



                                            -iii-


<PAGE>   5
        AGREEMENT AND PLAN OF MERGER, dated as of December 29, 1997 (this
"Agreement"), by and between FP Bancorp, Inc. ("Company") and Zions
Bancorporation ("Zions").

                                    RECITALS

        A. FP Bancorp, Inc. Company is a Delaware corporation, having its
principal place of business in Escondido, California.

        B. Zions Bancorporation. Zions is a Utah corporation, having its
principal place of business in Salt Lake City, Utah.

        C. Intentions of the Parties. It is the intention of the parties to this
Agreement that the business combination contemplated hereby be accounted for
under the "pooling-of-interests" accounting method and be treated as a
"reorganization" under Section 368 of the Internal Revenue Code of 1986 as
amended (the "Code").

        D. Board Action. The respective Boards of Directors of each of Zions and
Company have determined that it is in the best interests of their respective
companies and their stockholders to consummate the strategic business
combination transaction provided for herein.

        NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, representations, warranties and agreements contained herein, the
parties agree as follows:


                                    ARTICLE I

                               CERTAIN DEFINITIONS

        1.01 Certain Definitions. The following terms are used in this Agreement
with the meanings set forth below:

        "Acquisition Proposal" means any tender or exchange offer for 25% or
    more of the Company Common Stock, proposal for a merger, consolidation or
    other business combination involving Company or any of its Subsidiaries or
    any proposal or offer to acquire 25% or more of the Company Common Stock, or
    a substantial portion of the assets or deposits of, Company or any of its
    Subsidiaries, other than the transactions contemplated by this Agreement.

        "Agreement" means this Agreement, as amended or modified from time to
    time in accordance with Section 9.02.

        "Bank Merger" means the merger of Company Bank with and into Grossmont
    Bank.


<PAGE>   6
        "Benefit Plans" has the meaning set forth in Section 5.03(m).

        "Business Combination" has the meaning set forth in Section 3.05.

        "Code" has the meaning set forth in the recitals.

        "Company" has the meaning set forth in the preamble to this Agreement.

        "Company Affiliate" has the meaning set forth in Section 6.07(a).

        "Company Bank" means First Pacific National Bank, a national banking
    association and a wholly owned subsidiary of Company.

        "Company Board" means the Board of Directors of Company.

        "Company By-Laws" means the By-laws of Company.

        "Company Certificate" means the Certificate of Incorporation of Company.

        "Company Common Stock" means the common stock, par value $.001 per
    share, of Company.

        "Company Meeting" has the meaning set forth in Section 6.02.

        "Company Stock Option" has the meaning set forth in Section 3.06.

        "Company Stock Plan" means Company's Amended and Restated 1988 Stock
    Option Plan.

        "Costs" has the meaning set forth in Section 6.12(a).

        "Debentures" has the meaning set forth in Section 4.02.

        "Delaware Secretary" means the Delaware Secretary of State.

        "Disclosure Schedule" has the meaning set forth in Section 5.01.

        "DGCL" means the Delaware General Corporation Law.

        "Effective Date" means the date on which the Effective Time occurs.

        "Effective Time" means the effective time of the Merger, as provided for
    in Section 2.02.


                                       -2-


<PAGE>   7
        "Employees" has the meaning set forth in Section 5.03(m).

        "Environmental Law" has the meaning set forth in Section 5.03(p).

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

        "ERISA Affiliate" has the meaning set forth in Section 5.03(m).

        "Exchange Act" means the Securities Exchange Act of 1934, as amended,
    and the rules and regulations thereunder.

        "Exchange Agent" has the meaning set forth in Section 3.04.

        "Exchange Fund" has the meaning set forth in Section 3.04.

        "Exchange Ratio" has the meaning set forth in Section 3.01.

        "FDIC" means the Federal Deposit Insurance Corporation.

        "Federal Reserve" means the Board of Governors of the Federal Reserve
    System.

        "Governmental Authority" means any court, administrative agency or
    commission or other federal, state or local governmental authority or
    instrumentality.

        "Grossmont Bank" means a California state-chartered bank and a wholly
    owned subsidiary of Zions.

        "Hazardous Substance" has the meaning set forth in Section 5.03(p).

        "Indemnified Party" has the meaning set forth in Section 6.12(a).

        "Insurance Policy" has the meaning set forth in Section 5.03(t).

        "Liens" means any charge, mortgage, pledge, security interest,
    restriction, claim, lien or encumbrance.

        "Material Adverse Effect" means, with respect to Zions or Company, any
    effect that (i) is material and adverse to the financial position, results
    of operations or business of Zions and its Subsidiaries taken as a whole or
    Company and its Subsidiaries taken as a whole, respectively, or (ii) would
    materially impair the ability of either Zions or Company to perform its
    obligations under this Agreement or otherwise materially threaten or
    materially impede the consummation of the Merger and the other transactions
    contemplated by this


                                       -3-


<PAGE>   8
    Agreement; provided, however, that Material Adverse Effect shall not be
    deemed to include the impact of (a) changes in banking and similar laws of
    general applicability or interpretations thereof by courts or governmental
    authorities, (b) changes in generally accepted accounting principles or
    regulatory accounting requirements applicable to banks and their holding
    companies generally (c) any modifications or changes to valuation policies
    and practices in connection with the Merger or restructuring charges taken
    in connection with the Merger, in each case in accordance with generally
    accepted accounting principles, (d) changes agreed to in writing by Zions
    and Company and (e) changes resulting from general economic conditions
    throughout the United States affecting banks and their holding companies.

        "Maximum Amount" has the meaning set forth in Section 6.12(c).

        "Merger" has the meaning set forth in Section 2.01.

        "Merger Consideration" has the meaning set forth in Section 2.01.

        "Multiemployer Plans" has the meaning set forth in Section 5.03(m).

        "NASDAQ" means The Nasdaq Stock Market, Inc.'s National Market System.

        "New Certificate" has the meaning set forth in Section 3.04.

        "OCC" means the Office of the Comptroller of the Currency.

        "Old Certificate" has the meaning set forth in Section 3.04.

        "Person" means any individual, bank, corporation, partnership,
    association, joint-stock company, business trust or unincorporated
    organization.

        "Pension Plan" has the meaning set forth in Section 5.03(m).

        "Plans" has the meaning set forth in Section 5.03(m).

        "Previously Disclosed" by a party shall mean information set forth in
    its Disclosure Schedule.

        "Proxy Statement" has the meaning set forth in Section 6.03.

        "Registration Statement" has the meaning set forth in Section 6.03.

        "Regulatory Authority" has the meaning set forth in Section 5.03(i).


                                       -4-


<PAGE>   9
        "Regulatory Documents" means documents filed with the SEC, the Federal
    Reserve or the OCC, as applicable, of the types referred to in Section
    5.03(g) and Section 5.04(f).

        "Replacement Option" has the meaning set forth in Section 3.06.

        "Representatives" means, with respect to any Person, such Person's
    directors, officers, employees, legal or financial advisors or any
    representatives of such legal or financial advisors.

        "Rights" means, with respect to any Person, securities or obligations
    convertible into or exercisable or exchangeable for, or giving any person
    any right to subscribe for or acquire, or any options, calls or commitments
    relating to, or any stock appreciation right or other instrument the value
    of which is determined in whole or in part by reference to the market price
    or value of, shares of capital stock of such Person.

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended, and rules
    and regulations thereunder.

        "Stockholder Agreements" has the meaning set forth in Section 6.16.

        "Subsidiary" and "Significant Subsidiary" have the meanings ascribed to
    them in Rule 1-02 of Regulation S-X of the SEC.

        "Surviving Corporation" has the meaning set forth in Section 2.01.

        "Tax" and "Taxes" means all federal, state, local or foreign taxes,
    charges, fees, levies or other assessments, however denominated, including,
    without limitation, all net income, gross income, gains, gross receipts,
    sales, use, ad valorem, goods and services, capital, production, transfer,
    franchise, windfall profits, license, withholding, payroll, employment,
    disability, employer health, excise, estimated, severance, stamp,
    occupation, property, environmental, unemployment or other taxes, custom
    duties, fees, assessments or charges of any kind whatsoever, together with
    any interest and any penalties, additions to tax or additional amounts
    imposed by any taxing authority whether arising before, on or after the
    Effective Date.

        "Tax Returns" means any return, amended return or other report
    (including elections, declarations, disclosures, schedules, estimates and
    information returns) required to be filed with respect to any Tax.


                                       -5-


<PAGE>   10
        "Treasury Stock" shall mean shares of Company Common Stock held by
    Company or any of its Subsidiaries or by Zions or any of its Subsidiaries,
    in each case other than in a fiduciary (including custodial or agency)
    capacity or as a result of debts previously contracted in good faith.

        "UBCA" means the Utah Business Corporation Act.

        "Zions" has the meaning set forth in the preamble to this Agreement.

        "Zions Board" means the Board of Directors of Zions.

        "Zions Common Stock" means the common stock, no par value per share, of
    Zions together with any rights attached thereto under or by virtue of the
    Shareholder Protection Rights Agreement, dated September 27, 1996, between
    Zions and Zions First National Bank, as rights agent.

        "Zions Preferred Stock" means the preferred stock, no par value per
    share, of Zions.


                                   ARTICLE II

                                   THE MERGER

        2.01 The Merger. (a) At the Effective Time, Company shall merge with and
into Zions (the "Merger"), the separate corporate existence of Company shall
cease and Zions shall survive and continue to exist as a Utah corporation
(Zions, as the surviving corporation in the Merger, sometimes being referred to
herein as the "Surviving Corporation"). Zions may at any time prior to the
Effective Time change the method of effecting the combination with Company
(including, without limitation, the provisions of this Article II) if and to the
extent it deems such change to be necessary, appropriate or desirable; provided,
however, that no such change shall (i) alter or change the amount or kind of
consideration to be issued to holders of Company Common Stock as provided for in
this Agreement (the "Merger Consideration"), (ii) adversely affect the tax
treatment of Company's stockholders as a result of receiving the Merger
Consideration or (iii) materially impede or delay consummation of the
transactions contemplated by this Agreement.

        (b) Subject to the satisfaction or waiver of the conditions set forth in
    Article VII, the Merger shall become effective upon the occurrence of the
    filing in the office of the Utah Division of Corporation and Commercial Code
    (the "Corporation Division") of articles of merger in accordance with
    Section 16-10a-1105 of the UBCA and the filing in the office of the Delaware
    Secretary of a certificate of merger in accordance with Section 252 of the
    DGCL or such later date and time as may be set forth in such articles and
    such certificates. The Merger shall have the effects prescribed in the UBCA
    and the DGCL.


                                       -6-


<PAGE>   11
        (c) Articles of Incorporation and By-Laws. The articles of incorporation
    and by-laws of Zions immediately after the Merger shall be those of Zions as
    in effect immediately prior to the Effective Time.

        (d) Directors and Officers of the Surviving Corporation. The directors
    and officers of Zions immediately after the Merger shall be the directors
    and officers of Zions immediately prior to the Effective Time, until such
    time as their successors shall be duly elected and qualified.

        2.02 Effective Date and Effective Time. On such date as Zions selects
(and promptly provides notice thereof to Company), which shall be within ten
days after the last to occur of the expiration of all applicable waiting periods
in connection with approvals of Governmental Authorities and the receipt of all
approvals of Governmental Authorities and all conditions to the consummation of
the Merger are satisfied or waived (or, at the election of Zions, on the last
business day of the month in which such tenth day occurs or, if such tenth day
occurs on one of the last five business days of such month, on the last business
day of the succeeding month), or on such earlier or later date as may be agreed
in writing by the parties, articles of merger shall be executed in accordance
with all appropriate legal requirements and shall be filed as required by law,
and the Merger provided for herein shall become effective upon such filing or on
such date as may be specified in such articles of merger. The date of such
filing or such later effective date is herein called the "Effective Date". The
"Effective Time" of the Merger shall be the time of such filing or as set forth
in such articles of merger.

        2.03 Plan of Merger. At the request of Zions, Zions and Company shall
enter into a separate plan of merger or articles of merger reflecting the terms
hereof for purposes of any filing requirement of the DGCL or the UBCA.


                                   ARTICLE III

                       CONSIDERATION; EXCHANGE PROCEDURES

        3.01 Merger Consideration. Subject to the provisions of this Agreement,
at the Effective Time, automatically by virtue of the Merger and without any
action on the part of any Person:

        (a) Outstanding Company Common Stock. Each share, excluding Treasury
    Stock, of Company Common Stock issued and outstanding immediately prior to
    the Effective Time shall become and be converted into 0.627 of a share of
    Zions Common Stock (the "Exchange Ratio"). The Exchange Ratio shall be
    subject to adjustment as set forth in Section 3.05.


                                       -7-


<PAGE>   12
        (b) Outstanding Zions Common Stock. Each share of Zions Common Stock
    issued and outstanding immediately prior to the Effective Time shall remain
    issued and outstanding and unaffected by the Merger.

        (c) Treasury Shares. Each share of Company Common Stock held as Treasury
    Stock immediately prior to the Effective Time shall be canceled and retired
    at the Effective Time and no consideration shall be issued in exchange
    therefor.

        3.02 Rights as Stockholders; Stock Transfers. At the Effective Time,
holders of Company Common Stock shall cease to be, and shall have no rights as,
stockholders of Company, other than to receive any dividend or other
distribution with respect to such Company Common Stock with a record date
occurring prior to the Effective Time and the consideration provided under this
Article III. After the Effective Time, there shall be no transfers on the stock
transfer books of Company or the Surviving Corporation of shares of Company
Common Stock.

        3.03 Fractional Shares. Notwithstanding any other provision hereof, no
fractional shares of Zions Common Stock and no certificates or scrip therefor,
or other evidence of ownership thereof, will be issued in the Merger; instead,
Zions shall pay to each holder of Company Common Stock who would otherwise be
entitled to a fractional share of Zions Common Stock (after taking into account
all Old Certificates delivered by such holder) an amount in cash (without
interest) determined by multiplying such fraction by the average of the closing
prices of Zions Common Stock, as reported on NASDAQ (as reported in The Wall
Street Journal or, if not reported therein, in another authoritative source),
for the five NASDAQ trading days immediately preceding the Effective Date.

        3.04 Exchange Procedures. (a) At or prior to the Effective Time, Zions
shall deposit, or shall cause to be deposited, with such bank or trust company
as Zions shall elect, subject (except in the case of a Zions' Subsidiary) to the
approval of Company, which approval may not be unreasonably withheld, (which may
include a Subsidiary of Zions) (in such capacity, the "Exchange Agent"), for the
benefit of the holders of certificates formerly representing shares of Company
Common Stock ("Old Certificates"), for exchange in accordance with this Article
III, certificates representing the shares of Zions Common Stock ("New
Certificates") and an estimated amount of cash (such cash and New Certificates,
together with any dividends or distributions with a record date occurring after
the Effective Date with respect thereto (without any interest on any such cash,
dividends or distributions), being hereinafter referred to as the "Exchange
Fund") to be paid pursuant to this Article III in exchange for outstanding
shares of Company Common Stock.

        (b) As soon as practicable after the Effective Date, and in any event no
    later than 10 days after the Effective Date, Zions shall send or cause to be
    sent to each former holder of record of shares of Company Common Stock
    immediately prior to the Effective Time transmittal materials for use in
    exchanging such stockholder's Old Certificates for the


                                       -8-


<PAGE>   13
    consideration set forth in this Article III. Zions shall cause the New
    Certificates into which shares of a stockholder's Company Common Stock are
    converted on the Effective Date and/or any check in respect of any
    fractional share interests or dividends or distributions which such person
    shall be entitled to receive to be delivered to such stockholder upon
    delivery to the Exchange Agent of Old Certificates representing such shares
    of Company Common Stock (or an affidavit of lost certificate and, if
    required by the Exchange Agent, indemnity reasonably satisfactory to Zions
    and the Exchange Agent, if any of such certificates are lost, stolen or
    destroyed) owned by such stockholder. No interest will be paid on any such
    cash to be paid in lieu of fractional share interests or in respect of
    dividends or distributions which any such person shall be entitled to
    receive pursuant to this Article III upon such delivery. In the event of a
    transfer of ownership of any shares of Company Common Stock not registered
    in the transfer records of Company, the exchange described in this Section
    3.04(b) may nonetheless be effected and a check for the cash to be paid in
    lieu of fractional shares may be issued to the transferee if the Old
    Certificate representing such Company Common Stock is presented to the
    Exchange Agent, accompanied by documents sufficient, in the discretion of
    Zions and the Exchange Agent, (i) to evidence and effect such transfer but
    for the provisions of Section 3.02 hereof and (ii) to evidence that all
    applicable stock transfer taxes have been paid.

        (c) If Old Certificates are not surrendered or the consideration
    therefor is not claimed prior to the date on which such consideration would
    otherwise escheat to or become the property of any governmental unit or
    agency, the unclaimed consideration shall, to the extent permitted by
    abandoned property and any other applicable law, become the property of the
    Surviving Corporation (and to the extent not in its possession shall be paid
    over to the Surviving Corporation), free and clear of all claims or interest
    of any person previously entitled to such claims. Notwithstanding the
    foregoing, neither the Exchange Agent nor any party hereto shall be liable
    to any former holder of Company Common Stock for any amount properly
    delivered to a public official pursuant to applicable abandoned property,
    escheat or similar laws.

        (d) At the election of Zions, no dividends or other distributions with
    respect to Zions Common Stock with a record date occurring after the
    Effective Time shall be paid to the holder of any unsurrendered Old
    Certificate representing shares of Company Common Stock converted in the
    Merger into the right to receive shares of such Zions Common Stock until the
    holder thereof shall be entitled to receive New Certificates in exchange
    therefor in accordance with the procedures set forth in this Section 3.04,
    and no such shares of Company Common Stock shall be eligible to vote until
    the holder of Old Certificates is entitled to receive New Certificates in
    accordance with the procedures set forth in this Section 3.04. After
    becoming so entitled in accordance with this Section 3.04, the record holder
    thereof also shall be entitled to receive any such dividends or other
    distributions, without any interest thereon, which theretofore had become
    payable with respect to shares of Zions Common Stock such holder had the
    right to receive upon surrender of the Old Certificate.


                                       -9-


<PAGE>   14
        (e) Any portion of the Exchange Fund that remains unclaimed by the
    stockholders of Company for six months after the Effective Time shall be
    returned by the Exchange Agent to Zions. Any stockholders of Company who
    have not theretofore complied with this Article III shall thereafter look
    only to Zions for payment of the shares of Zions Common Stock, cash in lieu
    of any fractional shares and unpaid dividends and distributions on Zions
    Common Stock deliverable in respect of each share of Company Common Stock
    such stockholder holds as determined pursuant to this Agreement, in each
    case, without any interest thereon.

        3.05 Anti-Dilution Provisions. In the event Zions changes (or
establishes a record date for changing) the number of shares of Zions Common
Stock issued and outstanding prior to the Effective Date as a result of a stock
split, stock dividend, recapitalization or similar transaction with respect to
the outstanding Zions Common Stock and the record date therefor shall be prior
to the Effective Date, the Exchange Ratio shall be proportionately adjusted.
Subject to Section 2.01(a), if, between the date hereof and the Effective Time,
Zions shall consolidate with or into any other corporation (a "Business
Combination") and the terms thereof shall provide that Zions Common Stock shall
be converted into or exchanged for the shares of any other corporation or
entity, then provision shall be made as part of the terms of such Business
Combination so that (i) stockholders of Company who would be entitled to receive
shares of Zions Common Stock pursuant to this Agreement shall be entitled to
receive, in lieu of each share of Zions Common Stock issuable to such
stockholders as provided herein, the same kind and amount of securities or
assets as shall be distributable upon such Business Combination with respect to
one share of Zions Common Stock.

        3.06 Options. At the Effective Time, each outstanding option to purchase
shares of Company Common Stock under the Company Common Stock Plan (each, a
"Company Stock Option"), whether vested or unvested, shall be converted into an
option to acquire, on the same terms and conditions as were applicable under
such Company Stock Option, the number of shares of Zions Common Stock equal to
(a) the number of shares of Company Common Stock subject to the Company Stock
Option, multiplied by (b) the Exchange Ratio (such product rounded down to the
nearest whole number) (a "Replacement Option"), at an exercise price per share
(rounded up to the nearest whole cent) equal to (y) the aggregate exercise price
for the shares of Company Common Stock which were purchasable pursuant to such
Company Stock Option divided by (z) the number of full shares of Zions Common
Stock subject to such Replacement Option in accordance with the foregoing.
Notwithstanding the foregoing, each Company Stock Option which is intended to be
an "incentive stock option" (as defined in Section 422 of the Code) shall be
adjusted in accordance with the requirements of Section 424 of the Code. At or
prior to the Effective Time, Company shall take all action, if any, necessary
with respect to the Company Stock Plan to permit the replacement of the
outstanding Company Stock Options by Zions pursuant to this Section. At the
Effective Time, Zions shall assume the Company Stock Plan; provided, that such
assumption shall be only in respect of the Replacement Options and that Zions
shall have no obligation with respect to any awards under the Company


                                      -10-


<PAGE>   15
Stock Plan other than the Replacement Options and shall have no obligation to
make any additional grants or awards under such assumed Company Stock Plan.


                                   ARTICLE IV

                           ACTIONS PENDING ACQUISITION

        4.01 Forebearances of Company. From the date hereof until the Effective
Time, except as expressly contemplated by this Agreement, without the prior
written consent of Zions, Company will not, and will cause each of its
Subsidiaries not to:

        (a) Ordinary Course. Conduct the business of Zions and its Subsidiaries
    other than in the ordinary and usual course or fail to use reasonable best
    efforts to preserve intact their business organizations and assets and
    maintain their rights, franchises and existing relations with customers,
    suppliers, employees and business associates, take any action that would
    adversely affect or delay the ability of Company, Zions or any of their
    Subsidiaries to perform any of their obligations on a timely basis under
    this Agreement, or take any action that is reasonably likely to have a
    Material Adverse Effect on Company and its Subsidiaries, taken as a whole.

        (b) Capital Stock. Other than pursuant to the Debentures and Rights
    Previously Disclosed and outstanding on the date hereof, (i) issue, sell or
    otherwise permit to become outstanding, or authorize the creation of, any
    additional shares of Company Common Stock or any Rights, (ii) enter into any
    agreement with respect to the foregoing or (iii) permit any additional
    shares of Company Common Stock to become subject to new grants of employee
    or director stock options, other Rights or similar stock-based employee
    rights.

        (c) Dividends, Etc. (a) Make, declare, pay or set aside for payment any
    dividend on or in respect of, or declare or make any distribution on any
    shares of Company Common Stock or (b) directly or indirectly adjust, split,
    combine, redeem, reclassify, purchase or otherwise acquire, any shares of
    its capital stock.

        (d) Compensation; Employment Agreements; Etc. Enter into or amend or
    renew any employment, consulting, severance or similar agreements or
    arrangements with any director, officer or employee of Company or its
    Subsidiaries, or grant any salary or wage increase or increase any employee
    benefit (including incentive or bonus payments), except (i) for normal
    individual increases in compensation to employees in the ordinary course of
    business consistent with past practice (including increases in the annual
    bonus pool and reallocations pursuant thereto; provided that for 1998 such
    pool shall not exceed the 1997 pool, prorated through the Effective Date),
    (ii) for other changes that are required by applicable law, (iii) to


                                      -11-


<PAGE>   16
    satisfy Previously Disclosed contractual obligations existing as of the date
    hereof or (iv) for grants of awards to newly hired employees consistent with
    past practice.

        (e) Benefit Plans. Enter into, establish, adopt or amend (except (i) as
    may be required by applicable law or (ii) to satisfy Previously Disclosed
    contractual obligations existing as of the date hereof) any pension,
    retirement, stock option, stock purchase, savings, profit sharing, deferred
    compensation, consulting, bonus, group insurance or other employee benefit,
    incentive or welfare contract, plan or arrangement, or any trust agreement
    (or similar arrangement) related thereto, in respect of any director,
    officer or employee of Company or its Subsidiaries, or take any action to
    accelerate the vesting or exercisability of stock options, restricted stock
    or other compensation or benefits payable thereunder.

        (f) Dispositions. Except as Previously Disclosed, sell, transfer,
    mortgage, encumber or otherwise dispose of or discontinue any of its assets,
    deposits, business or properties except in the ordinary course of business
    and in a transaction that is not material to it and its Subsidiaries taken
    as a whole.

        (g) Acquisitions. Except as Previously Disclosed, acquire (other than by
    way of foreclosures or acquisitions of control in a bona fide fiduciary
    capacity or in satisfaction of debts previously contracted in good faith, in
    each case in the ordinary and usual course of business consistent with past
    practice) all or any portion of, the assets, business, deposits or
    properties of any other entity except in the ordinary course of business
    consistent with past practice and in a transaction that is not material to
    Company and its Subsidiaries, taken as a whole.

        (h) Capital Expenditures. Except as Previously Disclosed, make any
    capital expenditures other than capital expenditures in the ordinary course
    of business consistent with past practice in amounts not exceeding $50,000
    individually or $150,000 in the aggregate.

        (i) Governing Documents. Amend the Company Certificate, Company By-Laws
    or the certificate of incorporation or by-laws (or similar governing
    documents) of any of Company's Subsidiaries.

        (j) Accounting Methods. Implement or adopt any change in its accounting
    principles, practices or methods, other than as may be required by generally
    accepted accounting principles.

        (k) Contracts. Except in the ordinary course of business consistent with
    past practice or to reasonably comply with or ameliorate the Company's
    obligations pursuant to the Debentures, enter into or terminate any material
    contract (as defined in Section 5.03(k)) or amend or modify in any material
    respect any of its existing material contracts.


                                      -12-


<PAGE>   17
        (l) Claims. Except in the ordinary course of business consistent with
    past practice, settle any claim, action or proceeding, except for any claim,
    action or proceeding involving solely money damages in an amount,
    individually or in the aggregate for all such settlements, that is not
    material to Company and its Subsidiaries, taken as a whole.

        (m) Adverse Actions. (a) Take any action while knowing that such action
    would, or is reasonably likely to, prevent or impede the Merger from
    qualifying (i) for "pooling of interests" accounting treatment or (ii) as a
    reorganization within the meaning of Section 368 of the Code; or (b)
    knowingly take any action that is intended or is reasonably likely to result
    in (i) any of its representations and warranties set forth in this Agreement
    being or becoming untrue in any material respect at any time at or prior to
    the Effective Time, (ii) any of the conditions to the Merger set forth in
    Article VII not being satisfied or (iii) a material violation of any
    provision of this Agreement except, in each case, as may be required by
    applicable law or regulation.

        (n) Risk Management. Except as required by applicable law or regulation,
    (i) implement or adopt any material change in its interest rate and other
    risk management policies, procedures or practices; (ii) fail to follow its
    existing policies or practices with respect to managing its exposure to
    interest rate and other risk; or (iii) fail to use commercially reasonable
    means to avoid any material increase in its aggregate exposure to interest
    rate risk.

        (o) Indebtedness. Incur any indebtedness for borrowed money other than
    in the ordinary course of business consistent with past practice.

        (p) Commitments. Agree or commit to do any of the foregoing.

        4.02 Company Debenture Conversion and Redemption. Notwithstanding
anything to the contrary in Section 4.01, Company shall not be deemed to be in
breach of the provisions of Section 4.01 by taking appropriate actions to redeem
and/or convert its outstanding 9% Convertible Subordinated Debentures (the
"Debentures") due December 31, 1997. The parties understand and agree that such
redemption and/or conversion may be delayed as a result of the timing of and
pendency of the transactions contemplated by this Agreement and consent to
reasonable actions by Company to meet its obligations under the Debentures.

        4.03 Forebearances of Zions. From the date hereof until the Effective
Time, except as expressly contemplated by this Agreement, without the prior
written consent of Company, Zions will not, and will cause each of its
Subsidiaries not to:

        (a) Ordinary Course. Take any action that would adversely affect or
    delay the ability of Company or Zions to perform any of their obligations on
    a timely basis under this


                                      -13-


<PAGE>   18
    Agreement, or take any action that is reasonably likely to have a Material
    Adverse Effect on Zions or its Subsidiaries, taken as a whole.

        (b) Adverse Actions. (a) Take any action while knowing that such action
    would, or is reasonably likely to, prevent or impede the Merger from
    qualifying (i) for "pooling of interests" accounting treatment or (ii) as a
    reorganization within the meaning of Section 368 of the Code; or (b)
    knowingly take any action that is intended or is reasonably likely to result
    in (i) any of its representations and warranties set forth in this Agreement
    being or becoming untrue in any material respect at any time at or prior to
    the Effective Time, (ii) any of the conditions to the Merger set forth in
    Article VII not being satisfied or (iii) a material violation of any
    provision of this Agreement except, in each case, as may be required by
    applicable law or regulation.


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

        5.01 Disclosure Schedules. On or prior to the date hereof, Company has
delivered to Zions a schedule (the "Disclosure Schedule") setting forth, among
other things, items the disclosure of which is necessary or appropriate either
in response to an express disclosure requirement contained in a provision hereof
or as an exception to one or more representations or warranties contained in
Section 5.03; provided, that (a) no such item is required to be set forth in a
Disclosure Schedule as an exception to a representation or warranty if its
absence would not be reasonably likely to result in the related representation
or warranty being deemed untrue or incorrect under the standard established by
Section 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as
an exception to a representation or warranty shall not be deemed an admission by
a party that such item represents a material exception or fact, event or
circumstance or that such item is reasonably likely to result in a Material
Adverse Effect.

        5.02 Standard. No representation or warranty of Company or Zions
contained in Section 5.03 or 5.04 shall be deemed untrue or incorrect, and no
party hereto shall be deemed to have breached a representation or warranty, as a
consequence of the existence of any fact, event or circumstance unless such
fact, circumstance or event, individually or taken together with all other
facts, events or circumstances inconsistent with any representation or warranty
contained in Section 5.03 or 5.04 has had or is reasonably likely to have a
Material Adverse Effect on the party making such representation or warranty.

        5.03 Representations and Warranties of Company. Subject to Sections 5.01
and 5.02 and except as Previously Disclosed in a paragraph of its Disclosure
Schedule corresponding to the relevant paragraph below, Company hereby
represents and warrants to Zions:


                                      -14-


<PAGE>   19
        (a) Organization, Standing and Authority. Company is a corporation duly
    organized, validly existing and in good standing under the laws of the State
    of Delaware. Company is duly qualified to do business and is in good
    standing in the states of the United States and any foreign jurisdictions
    where its ownership or leasing of property or assets or the conduct of its
    business requires it to be so qualified.

        (b) Company Common Stock. As of the date hereof, the authorized capital
    stock of Company consists solely of 4,000,000 shares of Company Common
    Stock, of which no more than 2,778,823 shares were outstanding as of the
    date hereof. As of the date hereof, no shares of Company Common Stock were
    held in treasury by Company or otherwise owned by Company or its
    Subsidiaries. The outstanding shares of Company Common Stock have been duly
    authorized and are validly issued and outstanding, fully paid and
    nonassessable, and subject to no preemptive rights (and were not issued in
    violation of any preemptive rights). As of the date hereof, there are no
    shares of Company Common Stock authorized and reserved for issuance, Company
    does not have any Rights issued or outstanding with respect to Company
    Common Stock, and Company does not have any commitment to authorize, issue
    or sell any Company Common Stock or Rights, except pursuant to this
    Agreement, the Debentures, any Company Stock Option and the Company Stock
    Plan. The number of shares of Company Common Stock which are issuable and
    reserved for issuance upon exercise of Company Stock Options as of the date
    hereof are Previously Disclosed in Company's Disclosure Schedule.

        (c) Subsidiaries. (i)(A) Company has Previously Disclosed a list of all
    of its Subsidiaries together with the jurisdiction of organization of each
    such Subsidiary, (B) Company owns, directly or indirectly, all the issued
    and outstanding equity securities of each of its Subsidiaries, (C) no equity
    securities of any of its Subsidiaries are or may become required to be
    issued (other than to it or its wholly owned Subsidiaries) by reason of any
    Right or otherwise, (D) there are no contracts, commitments, understandings
    or arrangements by which any of such Subsidiaries is or may be bound to sell
    or otherwise transfer any equity securities of any such Subsidiaries (other
    than to it or its wholly-owned Subsidiaries), (E) there are no contracts,
    commitments, understandings, or arrangements relating to its rights to vote
    or to dispose of such securities and (F) all the equity securities of each
    Subsidiary held by Company or its Subsidiaries are fully paid and
    nonassessable and are owned by Company or its Subsidiaries free and clear of
    any Liens.

        (ii) Company does not own beneficially, directly or indirectly, any
    equity securities or similar interests of any Person, or any interest in a
    partnership or joint venture of any kind, other than its Subsidiaries.

        (iii) Each of Company's Subsidiaries has been duly organized and is
    validly existing in good standing under the laws of the jurisdiction of its
    organization, and is duly qualified to


                                      -15-


<PAGE>   20
    do business and in good standing in the jurisdictions where its ownership or
    leasing of property or the conduct of its business requires it to be so
    qualified.

        (d) Corporate Power. Company and each of its Subsidiaries has the
    corporate power and authority to carry on its business as it is now being
    conducted and to own all its properties and assets; and Company has the
    corporate power and authority to execute, deliver and perform its
    obligations under this Agreement and to consummate the transactions
    contemplated hereby and thereby.

        (e) Corporate Authority. Subject in the case of this Agreement to
    receipt of the requisite approval of the agreement of merger set forth in
    this Agreement by the holders of a majority of the outstanding shares of
    Company Common Stock entitled to vote thereon (which is the only stockholder
    vote required thereon), this Agreement and the transactions contemplated
    hereby have been authorized by all necessary corporate action of Company and
    the Company Board on or prior to the date hereof. This Agreement is a valid
    and legally binding obligation of Company, enforceable in accordance with
    its terms (except as enforceability may be limited by applicable bankruptcy,
    insolvency, reorganization, moratorium, fraudulent transfer and similar laws
    of general applicability relating to or affecting creditors' rights or by
    general equity principles). The Company Board has received the written
    opinion of Sandler O'Neill & Partners, LP to the effect that as of the date
    hereof the Exchange Ratio to be received by the holders of Company Common
    Stock in the Merger is fair to the holders of Company Common Stock from a
    financial point of view.

        (f) Regulatory Approvals; No Defaults. (i) No consents or approvals of,
    or filings or registrations with, any Governmental Authority or with any
    third party are required to be made or obtained by Company or any of its
    Subsidiaries in connection with the execution, delivery or performance by
    Company of this Agreement or to consummate the Merger except for (A) filings
    of applications or notices with federal banking authorities, (B) filings
    with the SEC and state securities authorities and the approval of this
    Agreement by the stockholders of Company, and (C) the filing of articles of
    merger with the Corporation Division pursuant to the UBCA and a certificate
    of merger with the Delaware Secretary pursuant to the DGCL. As of the date
    hereof, Company is not aware of any reason why the approvals set forth in
    Section 7.01(b) will not be received without the imposition of a condition,
    restriction or requirement of the type described in Section 7.01(b).

        (ii) Subject to receipt of the regulatory approvals referred to in the
    preceding paragraph, and the expiration of related waiting periods, and
    required filings under federal and state securities laws, the execution,
    delivery and performance of this Agreement and the consummation of the
    transactions contemplated hereby and thereby do not and will not (A)
    constitute a breach or violation of, or a default under, or give rise to any
    Lien, any acceleration of remedies or any right of termination under, any
    law, rule or regulation or any judgment, decree, order, governmental permit
    or license, or agreement, indenture or


                                      -16-


<PAGE>   21
    instrument of Company or of any of its Subsidiaries or to which Company or
    any of its Subsidiaries or properties is subject or bound, (B) constitute a
    breach or violation of, or a default under, the Company Certificate or the
    Company By-Laws, or (C) require any consent or approval under any such law,
    rule, regulation, judgment, decree, order, governmental permit or license,
    agreement, indenture or instrument.

        (g) Financial Reports and Regulatory Documents. (i) Company's (or its
    predecessors') Annual Reports on Form 10-KSB for the fiscal years ended
    December 31, 1994, 1995 and 1996, and all other reports, registration
    statements, definitive proxy statements or information statements filed or
    to be filed by it or any of its Subsidiaries subsequent to December 31, 1994
    under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the
    Exchange Act or under the securities regulations of the OCC, in the form
    filed or to be filed (collectively, the Company "Regulatory Documents") with
    the SEC or the OCC, as applicable, as of the date filed, (A) complied or
    will comply in all material respects as to form with the applicable
    requirements under the Securities Act, the Exchange Act or the securities
    regulations of the OCC, as the case may be, and (B) did not and will not
    contain any untrue statement of a material fact or omit to state a material
    fact required to be stated therein or necessary to make the statements
    therein, in the light of the circumstances under which they were made, not
    misleading; and each of the balance sheets contained in or incorporated by
    reference into any such Regulatory Document (including the related notes and
    schedules thereto) fairly presents, or will fairly present, in all material
    respects, the financial position of Company and its Subsidiaries as of its
    date, and each of the statements of income and changes in stockholders'
    equity and cash flows or equivalent statements in such Regulatory Documents
    (including any related notes and schedules thereto) fairly presents, or will
    fairly present, in all material respects, the results of operations, changes
    in stockholders' equity and changes in cash flows, as the case may be, of
    Company and its Subsidiaries for the periods to which they relate, in each
    case in accordance with generally accepted accounting principles
    consistently applied during the periods involved, except in each case as may
    be noted therein, subject to normal year-end audit adjustments in the case
    of unaudited statements.

        (ii) Since December 31, 1996, Company and its Subsidiaries have not
    incurred any liability other than in the ordinary course of business
    consistent with past practice.

        (iii) Since December 31, 1996, (A) Company and its Subsidiaries have
    conducted their respective businesses in the ordinary and usual course
    consistent with past practice (excluding the incurrence of expenses related
    to this Agreement and the transactions contemplated hereby) and (B) no event
    has occurred or circumstance arisen that, individually or taken together
    with all other facts, circumstances and events (described in any paragraph
    of Section 5.03 or otherwise), is reasonably likely to have a Material
    Adverse Effect with respect to Company.


                                      -17-


<PAGE>   22
        (h) Litigation. No litigation, claim or other proceeding before any
    court or governmental agency is pending against Company or any of its
    Subsidiaries and, to Company's knowledge, no such litigation, claim or other
    proceeding has been threatened.

        (i) Regulatory Matters. (i) Neither Company nor any of its Subsidiaries
    or any of their properties is a party to or is subject to any order, decree,
    agreement, memorandum of understanding or similar arrangement with, or a
    commitment letter or similar submission to, or extraordinary supervisory
    letter from, any federal or state governmental agency or authority charged
    with the supervision or regulation of financial institutions or issuers of
    securities or engaged in the insurance of deposits (including, without
    limitation, the OCC, the Federal Reserve and the FDIC) or the supervision or
    regulation of it or any of its Subsidiaries (collectively, the "Regulatory
    Authorities").

        (ii) Neither Company nor any of its Subsidiaries has been advised by any
    Regulatory Authority that such Regulatory Authority is contemplating issuing
    or requesting (or is considering the appropriateness of issuing or
    requesting) any such order, decree, agreement, memorandum of understanding,
    commitment letter, supervisory letter or similar submission.

        (j) Compliance with Laws. Company and each of its Subsidiaries:

        (i) is in compliance with all applicable federal, state, local and
    foreign statutes, laws, regulations, ordinances, rules, judgments, orders or
    decrees applicable thereto or to the employees conducting such businesses,
    including, without limitation, the Equal Credit Opportunity Act, the Fair
    Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure
    Act and all other applicable fair lending laws and other laws relating to
    discriminatory business practices;

        (ii) has all permits, licenses, authorizations, orders and approvals of,
    and has made all filings, applications and registrations with, all
    Governmental Authorities that are required in order to permit them to own or
    lease their properties and to conduct their businesses as presently
    conducted; all such permits, licenses, certificates of authority, orders and
    approvals are in full force and effect and, to Company's knowledge, no
    suspension or cancellation of any of them is threatened; and

        (iii) has received, since December 31, 1996, no notification or
    communication from any Governmental Authority (A) asserting that Company or
    any of its Subsidiaries is not in compliance with any of the statutes,
    regulations or ordinances which such Governmental Authority enforces or (B)
    threatening to revoke any license, franchise, permit or governmental
    authorization (nor, to Company's knowledge, do any grounds for any of the
    foregoing exist).


                                      -18-


<PAGE>   23
        (k) Material Contracts; Defaults. Except for those agreements and other
    documents filed as exhibits to its Regulatory Documents, neither it nor any
    of its Subsidiaries is a party to, bound by or subject to any agreement,
    contract, arrangement, commitment or understanding (whether written or oral)
    (i) that is a "material contract" within the meaning of Item 601(b)(10) of
    the SEC's Regulation S-K or (ii) that materially restricts the conduct of
    business by it or any of its Subsidiaries. Neither Company nor any of its
    Subsidiaries is in default under any material contract, agreement,
    commitment, arrangement, lease, insurance policy or other instrument to
    which it is a party, by which its respective assets, business, or operations
    may be bound or affected, or under which it or its respective assets,
    business, or operations receives benefits, and there has not occurred any
    event that, with the lapse of time or the giving of notice or both, would
    constitute such a default.

        (l) No Brokers. No action has been taken by Company that would give rise
    to any valid claim against any party hereto for a brokerage commission,
    finder's fee or other like payment with respect to the transactions
    contemplated by this Agreement, excluding a Previously Disclosed fee to be
    paid to Sandler O'Neill & Partners, LP.

        (m) Employee Benefit Plans.

        (i) All benefit and compensation plans, contracts, policies or
    arrangements covering current employees or former employees of Company and
    its subsidiaries (the "Employees") and current or former directors of
    Company, including, but not limited to, "employee benefit plans" within the
    meaning of Section 3(3) of ERISA, and deferred compensation, stock option,
    stock purchase, stock appreciation rights, stock based, incentive and bonus
    plans (the "Benefit Plans"), are Previously Disclosed in the Disclosure
    Letter. True and complete copies of all Benefit Plans, including, but not
    limited to, any trust instruments and insurance contracts forming a part of
    any Benefit Plans, and all amendments thereto have been provided or made
    available to Zions.

        (ii) All employee benefit plans, other than "multiemployer plans" within
    the meaning of Section 3(37) of ERISA, covering Employees (the "Plans"), to
    the extent subject to ERISA, are in substantial compliance with ERISA.
    Company is not a party to any "employee pension benefit plan" within the
    meaning of Section 3(2) of ERISA ("Pension Plan") and which is intended to
    be qualified under Section 401(a) of the Code. There is no material pending
    or threatened litigation relating to the Plans. Neither Company nor any of
    its Subsidiaries has engaged in a transaction with respect to any Plan that,
    assuming the taxable period of such transaction expired as of the date
    hereof, could subject Company or any Subsidiary to a tax or penalty imposed
    by either Section 4975 of the Code or Section 502(i) of ERISA in an amount
    which would be material.

        (iii) No liability under Subtitle C or D of Title IV of ERISA has been
    or is expected to be incurred by Company or any of its Subsidiaries with
    respect to any ongoing, frozen or


                                      -19-


<PAGE>   24
    terminated "single-employer plan", within the meaning of Section 4001(a)(15)
    of ERISA, currently or formerly maintained by any of them, or the
    single-employer plan of any entity which is considered one employer with
    Company under Section 4001 of ERISA or Section 414 of the Code (an "ERISA
    Affiliate"). Neither Company, any of its Subsidiaries nor an ERISA Affiliate
    has contributed to a "multiemployer plan", within the meaning of Section
    3(37) of ERISA, at any time on or after September 26, 1980. No notice of a
    "reportable event", within the meaning of Section 4043 of ERISA for which
    the 30-day reporting requirement has not been waived, has been required to
    be filed for any Pension Plan or by any ERISA Affiliate within the 12-month
    period ending on the date hereof or will be required to be filed in
    connection with the transactions contemplated by this Plan.

        (iv) All contributions required to be made under the terms of any Plan
    have been timely made or have been reflected on the consolidated financial
    statements of Company included in the Regulatory Documents. Neither any
    Pension Plan nor any single-employer plan of an ERISA Affiliate has an
    "accumulated funding deficiency" (whether or not waived) within the meaning
    of Section 412 of the Code or Section 302 of ERISA and no ERISA Affiliate
    has an outstanding funding waiver. Neither Company nor any of its
    Subsidiaries has provided, or is required to provide, security to any
    Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant
    to Section 401(a)(29) of the Code.

        (v) Under each Pension Plan which is a single-employer plan, as of the
    last day of the most recent plan year ended prior to the date hereof, the
    actuarially determined present value of all "benefit liabilities", within
    the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of
    the actuarial assumptions contained in the Plan's most recent actuarial
    valuation), did not exceed the then current value of the assets of such
    Plan, and there has been no material change in the financial condition of
    such Plan since the last day of the most recent plan year.

        (vi) Neither Company nor any of its Subsidiaries has any obligations for
    retiree health and life benefits under any Benefit Plan. Company or its
    Subsidiaries may amend or terminate any such Benefit Plan at any time
    without incurring any liability thereunder.

        (vii) The consummation of the transactions contemplated by this
    Agreement will not (x) entitle any employees of Company or any of its
    Subsidiaries to severance pay, (y) accelerate the time of payment or vesting
    or trigger any payment of compensation or benefits under, increase the
    amount payable or trigger any other material obligation pursuant to, any of
    the Benefit Plans or (z) result in any breach or violation of, or a default
    under, any of the Benefit Plans. Without limiting the foregoing, as a result
    of the consummation of the transactions contemplated by this Agreement, none
    of Zions, Company, or any of its Subsidiaries will be obligated to make a
    payment to an individual that would be a "parachute payment" to a
    disqualified individual" as those terms are defined in Section 280G of the


                                      -20-


<PAGE>   25
    Code, without regard to whether such payment is reasonable compensation for
    personal services performed or to be performed in the future.

        (n) Labor Matters. Neither Company nor any of its Subsidiaries is a
    party to or is bound by any collective bargaining agreement, contract or
    other agreement or understanding with a labor union or labor organization,
    nor is Company or any of its Subsidiaries the subject of a proceeding
    asserting that it or any such Subsidiary has committed an unfair labor
    practice (within the meaning of the National Labor Relations Act) or seeking
    to compel Company or any such Subsidiary to bargain with any labor
    organization as to wages or conditions of employment, nor is there any
    strike or other labor dispute involving it or any of its Subsidiaries
    pending or, to Company's knowledge, threatened, nor is Company aware of any
    activity involving its or any of its Subsidiaries' employees seeking to
    certify a collective bargaining unit or engaging in other organizational
    activity.

        (o) Appraisal Rights. The holders of Company Common Stock do not have
    appraisal rights in connection with the Merger pursuant to DGCL ss.
    262(b)(1), assuming that the consideration to be received by such holders
    satisfies the requirements of DGCL ss. 262(b)(2).

        (p) Environmental Matters. To the best knowledge of Company, neither the
    conduct nor operation of Company or its Subsidiaries nor any condition of
    any property presently or previously owned, leased or operated by any of
    them (including, without limitation, in a fiduciary or agency capacity),
    violates or violated Environmental Laws and no condition has existed or
    event has occurred with respect to any of them or any such property that,
    with notice or the passage of time, or both, is reasonably likely to result
    in liability under Environmental Laws. To the knowledge of Company's
    executive officers, no property on which Company or any of its Subsidiaries
    holds a Lien, violates or violated Environmental Laws and no condition has
    existed or event has occurred with respect to any such property that, with
    notice or the passage of time, or both, is reasonably likely to result in
    liability under Environmental Laws. Neither Company nor any of its
    Subsidiaries has received any notice from any person or entity that Company
    or its Subsidiaries or the operation or condition of any property ever
    owned, leased, operated, or held as collateral or in a fiduciary capacity by
    any of them are or were in violation of or otherwise are alleged to have
    liability under any Environmental Law, including, but not limited to,
    responsibility (or potential responsibility) for the cleanup or other
    remediation of any pollutants, contaminants, or hazardous or toxic wastes,
    substances or materials at, on, beneath, or originating from, any such
    property.

        As used herein, the term "Environmental Law" means any federal, state or
    local law, regulation, order, decree, permit, authorization, opinion, common
    law or agency requirement relating to: (A) the protection or restoration of
    the environment, health, safety, or natural resources, (B) the handling,
    use, presence, disposal, release or threatened release of any Hazardous
    Substance or (C) noise, odor, wetlands, indoor air, pollution, contamination
    or any injury or threat of injury to persons or property in connection with
    any Hazardous Substance


                                      -21-


<PAGE>   26
    and the term "Hazardous Substance" means any substance in any concentration
    that is: (A) listed, classified or regulated pursuant to any Environmental
    Law; (B) any petroleum product or by-product, asbestos-containing material,
    lead-containing paint or plumbing, polychlorinated biphenyls, radioactive
    materials or radon; or (C) any other substance which is or may be the
    subject of regulatory action by any Governmental Authority in connection
    with any Environmental Law.

        (q) Tax Matters. (i) (A) All Tax Returns that are required to be filed
    (taking into account any extensions of time within which to file) by or with
    respect to Company and its Subsidiaries have been duly filed, (B) all Taxes
    shown to be due on the Tax Returns referred to in clause (A) have been paid
    in full, (C) the Tax Returns referred to in clause (A) have been examined by
    the Internal Revenue Service or the appropriate Tax authority or the period
    for assessment of the Taxes in respect of which such Tax Returns were
    required to be filed has expired, (D) all deficiencies asserted or
    assessments made as a result of such examinations have been paid in full,
    (E) no issues that have been raised by the relevant taxing authority in
    connection with the examination of any of the Tax Returns referred to in
    clause (A) are currently pending, and (F) no waivers of statutes of
    limitation have been given by or requested with respect to any Taxes of
    Company or its Subsidiaries. Company has made available to Zions true and
    correct copies of the United States federal income Tax Returns filed by
    Company and its Subsidiaries for each of the three most recent fiscal years
    ended on or before December 31, 1996. Neither Company nor any of its
    Subsidiaries has any liability with respect to income, franchise or similar
    Taxes that accrued on or before the end of the most recent period covered by
    Company's Regulatory Documents filed prior to the date hereof in excess of
    the amounts accrued with respect thereto that are reflected in the financial
    statements included in Company's Regulatory Documents filed on or prior to
    the date hereof. Neither Company nor any of its Subsidiaries is a party to
    any Tax allocation or sharing agreement, is or has been a member of an
    affiliated group filing consolidated or combined Tax returns (other than a
    group the common parent of which is or was Company) or otherwise has any
    liability for the Taxes of any person (other than Company and its
    Subsidiaries). As of the date hereof, neither Company nor any of its
    Subsidiaries has any reason to believe that any conditions exist that might
    prevent or impede the Merger from qualifying as a reorganization within the
    meaning of Section 368 of the Code.

        (ii) No Tax is required to be withheld pursuant to Section 1445 of the
    Code as a result of the transfer contemplated by this Agreement.

        (r) Risk Management Instruments. All interest rate swaps, caps, floors,
    option agreements, futures and forward contracts and other similar risk
    management arrangements, whether entered into for Company's own account, or
    for the account of one or more of Company's Subsidiaries or their customers
    (all of which are listed on Company's Disclosure Schedule), if any, were
    entered into (i) in accordance with prudent business practices and all
    applicable laws, rules, regulations and regulatory policies and (ii) with
    counterparties


                                      -22-


<PAGE>   27
    believed to be financially responsible at the time; and each of them
    constitutes the valid and legally binding obligation of Company or one of
    its Subsidiaries, enforceable in accordance with its terms (except as
    enforceability may be limited by applicable bankruptcy, insolvency,
    reorganization, moratorium, fraudulent transfer and similar laws of general
    applicability relating to or affecting creditors' rights or by general
    equity principles), and are in full force and effect. Neither Company nor
    its Subsidiaries, nor to Company's knowledge, any other party thereto, is in
    breach of any of its obligations under any such agreement or arrangement.

        (s) Books and Records. The books and records of Company and its
    Subsidiaries have been fully, properly and accurately maintained in all
    material respects, and there are no material inaccuracies or discrepancies
    of any kind contained or reflected therein, and they fairly present the
    financial position of Company and its Subsidiaries.

        (t) Insurance. Company has Previously Disclosed all of the insurance
    policies, binders, or bonds maintained by Company or its Subsidiaries
    ("Insurance Policies"). Company and its Subsidiaries are insured with
    reputable insurers against such risks and in such amounts as the management
    of Company reasonably has determined to be prudent in accordance with
    industry practices. All the Insurance Policies are in full force and effect;
    Company and its Subsidiaries are not in material default thereunder; and all
    claims thereunder have been filed in due and timely fashion.

        (u) Accounting Treatment. As of the date hereof, Company is not aware of
    any reason why the Merger will fail to qualify for "pooling of interests"
    accounting treatment.

        5.04 Representations and Warranties of Zions. Subject to Section 5.02,
Zions hereby represents and warrants to Company as follows:

        (a) Organization, Standing and Authority. Zions is duly organized,
    validly existing and in good standing under the laws of the State of Utah.
    Zions is duly qualified to do business and is in good standing in the states
    of the United States and foreign jurisdictions where its ownership or
    leasing of property or assets or the conduct of its business requires it to
    be so qualified. Zions has in effect all federal, state, local, and foreign
    governmental authorizations necessary for it to own or lease its properties
    and assets and to carry on its business as it is now conducted.

        (b) Zions Capital Stock. As of the date hereof, the authorized capital
    stock of Zions consists solely of 100,000,000 shares of Zions Common Stock,
    of which no more than 65,000,000 shares were outstanding as of the date
    hereof and 3,000,000 shares of Zions Preferred Stock, of which no shares
    were outstanding as of the date hereof.

        (c) Corporate Power. Zions and each of its Significant Subsidiaries has
    the corporate power and authority to carry on its business as it is now
    being conducted and to own all its


                                      -23-


<PAGE>   28
    properties and assets; and Zions has the corporate power and authority to
    execute, deliver and perform its obligations under this Agreement and to
    consummate the transactions contemplated hereby.

        (d) Corporate Authority. This Agreement and the transactions
    contemplated hereby have been authorized by all necessary corporate action
    of Zions and the Zions Board. This Agreement is a valid and legally binding
    agreement of Zions enforceable in accordance with its terms (except as
    enforceability may be limited by applicable bankruptcy, insolvency,
    reorganization, moratorium, fraudulent transfer and similar laws of general
    applicability relating to or affecting creditors' rights or by general
    equity principles).

        (e) Regulatory Approvals; No Defaults. (i) No consents or approvals of,
    or filings or registrations with, any court, administrative agency or
    commission or other governmental authority or instrumentality or with any
    third party are required to be made or obtained by Zions or any of its
    Subsidiaries in connection with the execution, delivery or performance by
    Zions of this Agreement or to consummate the Merger except for (A) the
    filing of applications and notices, as applicable, with the federal and
    state banking authorities; (B) approval of the listing on the NASDAQ of
    Zions Common Stock to be issued in the Merger; (C) the filing and
    declaration of effectiveness of the Registration Statement; (D) the filing
    of articles of merger with the Corporation Division pursuant to the UBCA and
    a certificate of merger with the Delaware Secretary pursuant to the DGCL;
    (E) such filings as are required to be made or approvals as are required to
    be obtained under the securities or "Blue Sky" laws of various states in
    connection with the issuance of Zions Common Stock in the Merger; and (F)
    receipt of the approvals set forth in Section 7.01(b). As of the date
    hereof, Zions is not aware of any reason why the approvals set forth in
    Section 7.01(b) will not be received without the imposition of a condition,
    restriction or requirement of the type described in Section 7.01(b).

        (ii) Subject to receipt of the regulatory approvals referred to in the
    preceding paragraph and expiration of the related waiting periods, and
    required filings under federal and state securities laws, the execution,
    delivery and performance of this Agreement and the consummation of the
    transactions contemplated hereby do not and will not (A) constitute a breach
    or violation of, or a default under, or give rise to any Lien, any
    acceleration of remedies or any right of termination under, any law, rule or
    regulation or any judgment, decree, order, governmental permit or license,
    or agreement, indenture or instrument of Zions or of any of its Subsidiaries
    or to which Zions or any of its Subsidiaries or properties is subject or
    bound, (B) constitute a breach or violation of, or a default under, the
    certificate of incorporation or by-laws (or similar governing documents) of
    Zions or any of its Subsidiaries, or (C) require any consent or approval
    under any such law, rule, regulation, judgment, decree, order, governmental
    permit or license, agreement, indenture or instrument.


                                      -24-


<PAGE>   29
        (f) Financial Reports and Regulatory Documents; Material Adverse Effect.
    (i) Zions' Regulatory Documents, as of the date filed, (A) complied or will
    comply in all material respects as to form with the applicable requirements
    under the Securities Act or the Exchange Act, as the case may be, and (B)
    did not and will not contain any untrue statement of a material fact or omit
    to state a material fact required to be stated therein or necessary to make
    the statements therein, in the light of the circumstances under which they
    were made, not misleading; and each of the balance sheets contained in or
    incorporated by reference into any such Regulatory Document (including the
    related notes and schedules thereto) fairly presents, or will fairly
    present, the financial position of Zions and its Subsidiaries as of its
    date, and each of the statements of income and changes in stockholders'
    equity and cash flows or equivalent statements in such Regulatory Documents
    (including any related notes and schedules thereto) fairly presents, or will
    fairly present, the results of operations, changes in stockholders' equity
    and changes in cash flows, as the case may be, of Zions and its Subsidiaries
    for the periods to which they relate, in each case in accordance with
    generally accepted accounting principles consistently applied during the
    periods involved, except in each case as may be noted therein, subject to
    normal year-end audit adjustments in the case of unaudited statements.

        (ii) Since December 31, 1996, no event has occurred or circumstance
    arisen that, individually or taken together with all other facts,
    circumstances and events (described in any paragraph of Section 5.04 or
    otherwise), is reasonably likely to have a Material Adverse Effect with
    respect to it.

        (g) No Brokers. No action has been taken by Zions that would give rise
    to any valid claim against any party hereto for a brokerage commission,
    finder's fee or other like payment with respect to the transactions
    contemplated by this Agreement.

        (h) Accounting Treatment; Tax Matters. As of the date hereof, it is
    aware of no reason why the Merger will fail to qualify for "pooling of
    interests" accounting treatment. As of the date hereof, neither Zions nor
    any of its Subsidiaries has any reason to believe that any conditions exist
    that might prevent or impede the Merger from qualifying as a reorganization
    within the meaning of Section 368 of the Code.

        (i) Regulatory Matters. (i) Neither Zions nor any of its Subsidiaries or
    any of their properties is a party to or is subject to any order, decree,
    agreement, memorandum of understanding or similar arrangement with, or a
    commitment letter or similar submission to, or extraordinary supervisory
    letter from, any Regulatory Authority, which individually or in the
    aggregate would have a Material Adverse Effect on Zions.

        (ii) Neither Zions nor any of its Subsidiaries has been advised by any
    Regulatory Authority that such Regulatory Authority is contemplating issuing
    or requesting (or is


                                      -25-


<PAGE>   30
    considering the appropriateness of issuing or requesting) any such order,
    decree, agreement, memorandum of understanding, commitment letter,
    supervisory letter or similar submission.

        (j) Compliance with Laws. Zions and each of its Subsidiaries:

        (i) is in compliance with all applicable federal, state, local and
    foreign statutes, laws, regulations, ordinances, rules, judgments, orders or
    decrees applicable thereto or to the employees conducting such businesses,
    including, without limitation, the Equal Credit Opportunity Act, the Fair
    Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure
    Act and all other applicable fair lending laws and other laws relating to
    discriminatory business practices;

        (ii) has all permits, licenses, authorizations, orders and approvals of,
    and has made all filings, applications and registrations with, all
    Governmental Authorities that are required to permit them to own or lease
    their properties and to conduct their businesses as presently conducted; all
    such permits, licenses, certificates of authority, orders and approvals are
    in full force and effect and, to Zions' knowledge, no suspension or
    cancellation of any of them is threatened; and

        (iii) has received, since December 31, 1996, no notification or
    communication from any Governmental Authority (A) asserting that Zions or
    any of its Subsidiaries is not in compliance with any of the statutes,
    regulations or ordinances which such Governmental Authority enforces or (B)
    threatening to revoke any license, franchise, permit or governmental
    authorization (nor, to Zions' knowledge, do any grounds for any of the
    foregoing exist).

        (k) Appraisal Rights. The consideration to be received by holders of
Company Common Stock in connection with the Merger satisfies the requirements of
DGCL ss. 262(b)(2).


                                   ARTICLE VI

                                    COVENANTS

        6.01 Reasonable Best Efforts. Subject to the terms and conditions of
this Agreement, each of Company and Zions agrees to use its reasonable best
efforts in good faith to take, or cause to be taken, all actions, and to do, or
cause to be done, all things necessary, proper or desirable, or advisable under
applicable laws, so as to permit consummation of each of the Merger and the Bank
Merger as promptly as practicable and otherwise to enable consummation of the
transactions contemplated hereby and shall cooperate fully with the other party
hereto to that end.


                                      -26-


<PAGE>   31
        6.02 Stockholder Approval. Company agrees to take, in accordance with
applicable law and the Company Certificate and the Company By-Laws, all action
necessary to convene an appropriate meeting of its stockholders to consider and
vote upon the approval and adoption of this Agreement and any other matters
required to be approved by Company's stockholders for consummation of the Merger
(including any adjournment or postponement, the "Company Meeting"), in each case
as promptly as practicable after the Registration Statement is declared
effective. Except to the extent the Company Board reasonably determines
otherwise in the exercise of its fiduciary duties following receipt of advice of
Company's legal counsel, the Company Board shall recommend at the Company
Meeting that all such matters be approved by its stockholders, shall not cancel
the Company Meeting and Company shall take all reasonable, lawful action to
solicit such approval by its stockholders.

        6.03 Registration Statements. (a) Zions agrees to prepare a registration
statement on Form S-4 or other applicable form (the "Registration Statement") to
be filed by Zions with the SEC in connection with the issuance of Zions Common
Stock in the Merger (including the proxy statement and prospectus and other
proxy solicitation materials of Company constituting a part thereof (the "Proxy
Statement") and all related documents). Company agrees to cooperate, and to
cause its Subsidiaries to cooperate, with Zions, its counsel and its
accountants, in preparation of the Registration Statement and the Proxy
Statement. Company agrees to file the Proxy Statement in preliminary form with
the SEC as soon as reasonably practicable, and Zions agrees to file the
Registration Statement with the SEC as soon as reasonably practicable after any
SEC comments with respect to the preliminary Proxy Statement are resolved. Each
of Company and Zions agrees to use all reasonable efforts to cause the
Registration Statement to be declared effective under the Securities Act as
promptly as reasonably practicable after filing thereof. Zions also agrees to
use all reasonable efforts to obtain all necessary state securities law or "Blue
Sky" permits and approvals required to carry out the transactions contemplated
by this Agreement. Company agrees to furnish to Zions all information concerning
Company, its Subsidiaries, officers, directors and stockholders as may be
reasonably requested in connection with the foregoing.

        (b) Each of Company and Zions agrees, as to itself and its Subsidiaries,
    that none of the information supplied or to be supplied by it for inclusion
    or incorporation by reference in (i) the Registration Statement will, at the
    time the Registration Statement and each amendment or supplement thereto, if
    any, becomes effective under the Securities Act, contain any untrue
    statement of a material fact or omit to state any material fact required to
    be stated therein or necessary to make the statements therein not
    misleading, and (ii) the Proxy Statement and any amendment or supplement
    thereto will, at the date of mailing to stockholders and at the time of the
    Company Meeting, contain any untrue statement of a material fact or omit to
    state any material fact required to be stated therein or necessary to make
    the statements therein not misleading or any statement which, in the light
    of the circumstances under which such statement is made, will be false or
    misleading with respect to any material fact, or which will omit to state
    any material fact necessary in order to make


                                      -27-


<PAGE>   32
    the statements therein not false or misleading or necessary to correct any
    statement in any earlier statement in the Proxy Statement or any amendment
    or supplement thereto. Each of Company and Zions further agrees that if it
    shall become aware prior to the Effective Date of any information furnished
    by it that would cause any of the statements in the Proxy Statement to be
    false or misleading with respect to any material fact, or to omit to state
    any material fact necessary to make the statements therein not false or
    misleading, promptly to inform the other party thereof and to take the
    necessary steps to correct the Proxy Statement.

        (c) Zions agrees to advise Company, promptly after Zions receives notice
    thereof, of the time when the Registration Statement has become effective or
    any supplement or amendment has been filed, of the issuance of any stop
    order or the suspension of the qualification of Zions Common Stock for
    offering or sale in any jurisdiction, of the initiation or threat of any
    proceeding for any such purpose, or of any request by the SEC for the
    amendment or supplement of the Registration Statement or for additional
    information.

        (d) Zions agrees to provide such reasonable cooperation as is required
    to facilitate the filing and effectiveness of Company's registration
    statement on Form S-3 with regard to the offering by Company of shares of
    Company Common Stock upon conversion of the Debentures. The parties
    understand that such cooperation is expected to take the form of review and
    approval of language regarding Zions and the plan to be included in such
    filing. Zions agrees to take other actions reasonably necessary in
    cooperation with Company to cause the record date for stockholders entitled
    to vote at the Company Meeting to occur after the date of conversion of the
    Debentures.

        6.04 Press Releases. Each of Company and Zions agrees that it will not,
without the prior approval of the other party, issue any press release or
written statement for general circulation relating to the transactions
contemplated hereby, except as otherwise required by applicable law or
regulation or NASDAQ rules (provided that the issuing party shall nevertheless
provide the other party with notice of, and the opportunity to review, any such
press release or written statement).

        6.05 Access; Information. (a) Each of Company and Zions agrees that upon
reasonable notice and subject to applicable laws relating to the exchange of
information, each party shall afford the other party and the other party's
officers, employees, counsel, accountants and other authorized representatives,
such access during normal business hours throughout the period prior to the
Effective Time to the books, records (including, without limitation, tax returns
and work papers of independent auditors), properties, personnel and to such
other information as the requesting party may reasonably request and, during
such period, the providing party shall furnish promptly to the requesting party
(i) a copy of each material report, schedule and other document filed by it
pursuant to the requirements of federal or state securities or banking laws, and
(ii) all other information concerning the business, properties and personnel of
it as the requesting party may reasonably request.


                                      -28-


<PAGE>   33
        (b) Each party agrees that it will not, and will cause its
    representatives not to, use any information obtained pursuant to this
    Section 6.05 (as well as any other information obtained prior to the date
    hereof in connection with the entering into of this Agreement) for any
    purpose unrelated to the consummation of the transactions contemplated by
    this Agreement. Subject to the requirements of law, each party will keep
    confidential, and will cause its representatives to keep confidential, all
    information and documents obtained pursuant to this Section 6.05 (as well as
    any other information obtained prior to the date hereof in connection with
    the entering into of this Agreement) unless such information (i) was already
    known to such party, (ii) becomes available to such party from other sources
    not known by such party to be bound by a confidentiality obligation, (iii)
    is disclosed with the prior written approval of the providing party or (iv)
    is or becomes readily ascertainable from published information or trade
    sources. In the event that this Agreement is terminated or the transactions
    contemplated by this Agreement shall otherwise fail to be consummated, each
    party shall promptly cause all copies of documents or extracts thereof
    containing information and data as to the other party to be returned to the
    other party. No investigation by either party of the business and affairs of
    the other party shall affect or be deemed to modify or waive any
    representation, warranty, covenant or agreement in this Agreement, or the
    conditions to either party's obligation to consummate the transactions
    contemplated by this Agreement.

        6.06 Acquisition Proposals. Company agrees that it shall not, and shall
cause its Subsidiaries and its and its Subsidiaries' officers, directors,
agents, advisors and affiliates not to, solicit or encourage inquiries or
proposals with respect to, or engage in any negotiations concerning, or provide
any confidential information to, or have any discussions with, any person
relating to, any Acquisition Proposal; provided, however, that nothing in this
Agreement shall (x) require the Company Board to recommend stockholder approval
of the Merger following an Acquisition Proposal or (y) prevent Company or the
Company Board from (i) engaging in any discussions or negotiations with, or
providing any information to, any Person in response to an unsolicited bona fide
written Acquisition Proposal by any such Person, (ii) recommending such an
unsolicited bona fide written Acquisition Proposal to the holders of Company
Common Stock or (iii) responding to a tender offer in compliance with applicable
law if and only if, with respect to the actions described in clause (x) or (y),
as applicable, (A) the Company Board concludes in good faith that the
Acquisition Proposal, if consummated, would result in a transaction more
favorable to holders of Company Common Stock than the transaction contemplated
by this Agreement; (B) the Company Board determines in good faith based upon the
advice of outside counsel that such action is legally necessary for it to act in
a manner consistent with its fiduciary duties under applicable law; and (C)
prior to providing any information or data to any person or entering into
discussions or negotiations with any Person, the Company Board notifies Zions
immediately of such inquiries, proposals or offers received by, any such
information requested from, or any such discussions or negotiations sought to be
initiated or continued with Company or any Subsidiary thereof. Company shall
immediately cease and cause to be terminated any activities, discussions or
negotiations conducted prior to the date of this Agreement with any parties
other than with respect to any of the foregoing and shall use its reasonable
best efforts to


                                      -29-


<PAGE>   34
enforce any confidentiality or similar agreement relating to an Acquisition
Proposal. Company shall promptly (within 24 hours) advise Zions following the
receipt by Company of any Acquisition Proposal and the substance thereof
(including the identity of the person making such Acquisition Proposal and the
terms, conditions and status thereof), and advise Zions of any developments with
respect to such Acquisition Proposal immediately upon the occurrence thereof.

        6.07 Affiliate Agreements. (a) Not later than the 15th day prior to the
mailing of the Proxy Statement, Company shall deliver to Zions a schedule of
each person that, to the best of its knowledge, is or is reasonably likely to
be, as of the date of the Company Meeting, deemed to be an "affiliate" of
Company (each, a "Company Affiliate") as that term is used in Rule 145 under the
Securities Act or SEC Accounting Series Releases 130 and 135.

        (b) Company shall use its reasonable best efforts to cause each person
    who may be deemed to be a Company Affiliate to execute and deliver to Zions
    on or before the date of mailing of the Proxy Statement an agreement in the
    form attached hereto as Exhibit A.

        6.08 Takeover Laws. No party hereto shall take any action that would
cause the transactions contemplated by this Agreement to be subject to
requirements imposed by any Takeover Law and each of them shall take all
necessary steps within its control to exempt (or ensure the continued exemption
of) the transactions contemplated by this Agreement from, or if necessary
challenge the validity or applicability of, any applicable Takeover Law, as now
or hereafter in effect.

        6.09 Certain Policies. Prior to the Effective Date, Company shall,
consistent with generally accepted accounting principles and on a basis mutually
satisfactory to it and Zions, modify and change its loan, litigation and real
estate valuation policies and practices (including loan classifications and
levels of reserves) so as to be applied on a basis that is consistent with that
of Zions.

        6.10 NASDAQ Listing. Zions agrees to use its reasonable best efforts to
list, prior to the Effective Date, on the NASDAQ, subject to official notice of
issuance, the shares of Zions Common Stock to be issued to the holders of
Company Common Stock in the Merger.

        6.11 Regulatory Applications. (a) Zions and Company and their respective
Subsidiaries shall cooperate and use their respective reasonable best efforts to
prepare all documentation, to effect all filings and to obtain all permits,
consents, approvals and authorizations of all third parties and Governmental
Authorities necessary to consummate the transactions contemplated by this
Agreement. Zions and Company shall use their reasonable best efforts to make all
required bank regulatory filings, including the appropriate filing with the
Federal Reserve, within 30 days after the date hereof. Each of Zions and Company
shall have the right to review in advance, and to the extent practicable each
will consult with the other, in each case subject to applicable laws


                                      -30-


<PAGE>   35
relating to the exchange of information, with respect to all material written
information submitted to any third party or any Governmental Authority in
connection with the transactions contemplated by this Agreement. In exercising
the foregoing right, each of the parties hereto agrees to act reasonably and as
promptly as practicable. Each party hereto agrees that it will consult with the
other party hereto with respect to the obtaining of all material permits,
consents, approvals and authorizations of all third parties and Governmental
Authorities necessary or advisable to consummate the transactions contemplated
by this Agreement and each party will keep the other party appraised of the
status of material matters relating to completion of the transactions
contemplated hereby.

        (b) Each party agrees, upon request, to furnish the other party with all
    information concerning itself, its Subsidiaries, directors, officers and
    stockholders and such other matters as may be reasonably necessary or
    advisable in connection with any filing, notice or application made by or on
    behalf of such other party or any of its Subsidiaries to any third party or
    Governmental Authority.

        6.12 Indemnification; Director and Officers' Insurance. (a) From and
after the Effective Time through the fourth anniversary of the Effective Date,
Zions agrees to indemnify and hold harmless each present and former director and
officer of Company or any Subsidiary of Company determined as of the Effective
Time (the "Indemnified Parties"), against any costs or expenses (including
reasonable attorneys' fees), judgments, fines, losses, claims, damages or
liabilities (collectively, "Costs") incurred in connection with any claim,
action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of matters existing or occurring at
or prior to the Effective Time (including with respect to this Agreement or any
of the transactions contemplated hereby) (but excluding any Costs arising out of
any violation or alleged violation of the Exchange Act or the rules and
regulations thereunder with respect to insider trading), whether asserted,
claimed or arising prior to, at or after the Effective Time, to the extent to
which such Indemnified Parties were entitled under Delaware law and the Company
Certificate or the Company By-Laws in effect on the date hereof, and Zions shall
also advance expenses as incurred to the extent permitted under Delaware law and
the Company Certificate and the Company By-Laws.

        (b) Any Indemnified Party wishing to claim indemnification under Section
    6.12(a), upon learning of any such claim, action, suit, proceeding or
    investigation, shall as promptly as possible notify Zions thereof, but the
    failure to so notify shall not relieve Zions of any liability it may have to
    such Indemnified Party if such failure does not materially prejudice Zions.
    In the event of any such claim, action, suit, proceeding or investigation
    (whether arising before or after the Effective Time), (i) Zions shall have
    the right to assume the defense thereof and Zions shall not be liable to
    such Indemnified Parties for any legal expenses of other counsel or any
    other expenses subsequently incurred by such Indemnified Parties in
    connection with the defense thereof, except that if Zions elects not to
    assume such defense or counsel for the Indemnified Parties advises in
    writing that there are issues which


                                      -31-


<PAGE>   36
    raise conflicts of interest between Zions and the Indemnified Parties, the
    Indemnified Parties may retain counsel satisfactory to them, and Zions shall
    pay the reasonable fees and expenses of one such counsel for the Indemnified
    Parties in any jurisdiction promptly as statements thereof are received,
    (ii) the Indemnified Parties will cooperate in the defense of any such
    matter and (iii) Zions shall not be liable for any settlement effected
    without its prior written consent (which consent shall not be unreasonably
    withheld); and provided, further, that Zions shall not have any obligation
    hereunder to any Indemnified Party when and if a court of competent
    jurisdiction shall ultimately determine, and such determination shall have
    become final and nonappealable, that the indemnification of such Indemnified
    Party in the manner contemplated hereby is not permitted or is prohibited by
    applicable law.

        (c) For a period of three years after the Effective Time, Zions shall
    use its reasonable best efforts to cause to be maintained in effect the
    current policies of directors' and officers' liability insurance maintained
    by Company (provided that Zions may substitute therefor policies of
    comparable coverage with respect to claims arising from facts or events
    which occurred before the Effective Time); provided, however, that in no
    event shall Zions be obligated to expend, in order to maintain or provide
    insurance coverage pursuant to this Section 6.12(c), any amount per annum in
    excess of 150% of the amount of the annual premiums paid as of the date
    hereof by Company for such insurance (the "Maximum Amount"). If the amount
    of the annual premiums necessary to maintain or procure such insurance
    coverage exceeds the Maximum Amount, Zions shall use all reasonable efforts
    to maintain the most advantageous policies of directors' and officers'
    insurance obtainable for an annual premium equal to the Maximum Amount.
    Notwithstanding the foregoing, prior to the Effective Time, Zions may
    request Company to, and Company shall, purchase insurance coverage, on such
    terms and conditions as shall be acceptable to Zions, extending for a period
    of three years Company's directors' and officers' liability insurance
    coverage in effect as of the date hereof (covering past or future claims
    with respect to periods before the Effective Time) and such coverage shall
    satisfy Zions' obligations under this Subsection (c).

        (d) If Zions or any of its successors or assigns (i) shall consolidate
    with or merge into any other corporation or entity and shall not be the
    continuing or surviving corporation or entity of such consolidation or
    merger or (ii) shall transfer all or substantially all of its properties and
    assets to any individual, corporation or other entity, then and in each such
    case, proper provision shall be made so that the successors and assigns of
    Zions shall assume the obligations set forth in this Section 6.12.

        6.13 Benefit Plans. Zions shall, from and after the Effective Time, (i)
honor in accordance with their terms all employment or severance agreements
entered into prior to the date hereof and Previously Disclosed and (ii) provide
former employees of Company who remain as employees of Zions with employee
benefit plans no less favorable in the aggregate than those provided to
similarly situated employees of Zions (including the medical and health benefits
available to other similarly situated employees of Zions and coverage of any
pre-existing health


                                      -32-


<PAGE>   37
or medical conditions covered by Company benefit plans), subject, with respect
to any executive officer of Company, to the terms of any agreement(s) entered
into by or among that executive officer and Zions and/or Grossmont Bank on the
date of this Agreement or otherwise prior to the Effective Time, specifically
modifying, replacing or relinquishing some or all of his agreements, benefits or
plans. If any employee of Company or any Subsidiary of Company becomes a
participant in any employment benefit plan, practice or policy of the Surviving
Corporation, such employee shall be given credit under such plan, practice or
policy for all service prior to the Effective Date with Company or such
Subsidiary of Company for purposes of eligibility and vesting, but not for
benefit accrual purposes, for which such service is taken into account or
recognized, provided that there be no duplication of such benefits as are
provided under any employee benefit plans, practices, or policies of Company or
any Subsidiary of Company that continue in effect following the Effective Time.
In addition, Zions shall roll Company's existing 401(k) plan into Zions' 401(k)
plan.

        6.14 Accountants' Letters. Each of Company and Zions shall use its
reasonable best efforts to cause to be delivered to the other party, and to
Zions' directors and officers who sign the Registration Statement, a letter of
their respective independent auditors, dated (i) the date on which the
Registration Statement shall become effective and (ii) a date shortly prior to
the Effective Date, and addressed to such other party, and such directors and
officers, in form and substance customary for "comfort" letters delivered by
independent accountants in accordance with Statement of Accounting Standards No.
72.

        6.15 Notification of Certain Matters. Each of Company and Zions shall
give prompt notice to the other of any fact, event or circumstance known to it
that (i) is reasonably likely, individually or taken together with all other
facts, events and circumstances known to it, to result in any Material Adverse
Effect with respect to it or (ii) would cause or constitute a material breach of
any of its representations, warranties, covenants or agreements contained
herein.

        6.16 Stockholder Agreements. The directors and certain officers and
stockholders of Company, in their capacities as stockholders, in exchange for
good and valuable consideration, have executed and delivered to Zions
stockholder agreements substantially in the form of Exhibit B hereto (the
"Stockholder Agreements"), committing such persons, among other things, (i) to
vote their shares of Company Common Stock in favor of the Agreement at the
Company Meeting, (ii) to certain representations concerning the ownership of
Company Common Stock and Zions Common Stock to be received in the Merger and
(iii) certain other matters.

        6.17 Directors of Grossmont Bank. Zions agrees to cause Grossmont Bank
to add to the board of directors of Grossmont Bank three individuals from the
Company Board who are reasonably acceptable to Zions.


                                      -33-


<PAGE>   38
                                   ARTICLE VII

                    CONDITIONS TO CONSUMMATION OF THE MERGER

        7.01 Conditions to Each Party's Obligation to Effect the Merger. The
respective obligation of each of Zions and Company to consummate the Merger is
subject to the fulfillment or written waiver by Zions and Company prior to the
Effective Time of each of the following conditions:

        (a) Stockholder Approvals. This Agreement and the Merger shall have been
    duly adopted by the requisite vote of the stockholders of Company.

        (b) Regulatory Approvals. All regulatory approvals required to
    consummate the Merger, the Bank Merger and the other transactions
    contemplated hereby shall have been obtained and shall remain in full force
    and effect and all statutory waiting periods in respect thereof shall have
    expired and no such approvals shall contain any conditions, restrictions or
    requirements which the Zions Board reasonably determines would (i) following
    the Effective Time, have a Material Adverse Effect on the Surviving
    Corporation and its Subsidiaries taken as a whole or (ii) reduce the
    benefits of the transactions contemplated hereby to such a degree that Zions
    would not have entered into this Agreement had such conditions, restrictions
    or requirements been known at the date hereof.

        (c) No Injunction. No Governmental Authority of competent jurisdiction
    shall have enacted, issued, promulgated, enforced or entered any statute,
    rule, regulation, judgment, decree, injunction or other order (whether
    temporary, preliminary or permanent) which is in effect and prohibits
    consummation of the transactions contemplated by this Agreement.

        (d) Registration Statement. The Registration Statement shall have become
    effective under the Securities Act and no stop order suspending the
    effectiveness of the Registration Statement shall have been issued and no
    proceedings for that purpose shall have been initiated or threatened by the
    SEC.

        (e) Blue Sky Approvals. All permits and other authorizations under state
    securities laws necessary to consummate the transactions contemplated hereby
    and to issue the shares of Zions Common Stock to be issued in the Merger
    shall have been received and be in full force and effect.

        7.02 Conditions to Obligation of Company. The obligation of Company to
consummate the Merger is also subject to the fulfillment or written waiver by
Company prior to the Effective Time of each of the following conditions:


                                      -34-


<PAGE>   39
        (a) Representations and Warranties. The representations and warranties
    of Zions set forth in this Agreement (subject to the standard set forth in
    Section 5.02) shall be true and correct as of the date of this Agreement and
    as of the Effective Date as though made on and as of the Effective Date
    (except that representations and warranties that by their terms speak only
    as of the date of this Agreement or some other date shall be true and
    correct as of such date), and Company shall have received a certificate,
    dated the Effective Date, signed on behalf of Zions by the Chief Executive
    Officer and the Chief Financial Officer of Zions to such effect.

        (b) Performance of Obligations of Zions. Zions shall have performed in
    all material respects all obligations required to be performed by it under
    this Agreement at or prior to the Effective Time, and Company shall have
    received a certificate, dated the Effective Date, signed on behalf of Zions
    by the Chief Executive Officer and the Chief Financial Officer of Zions to
    such effect.

        (c) Opinion of Company's Accountants. Company shall have received an
    opinion of KPMG Peat Marwick LLP, dated the Effective Date, to the effect
    that, on the basis of facts, representations and assumptions set forth in
    such opinion, (i) the Merger constitutes a "reorganization" within the
    meaning of Section 368 of the Code and (ii) no gain or loss will be
    recognized by stockholders of Company who receive shares of Zions Common
    Stock in exchange for shares of Company Common Stock, except with respect to
    cash received in lieu of fractional share interests. In rendering its
    opinion, KPMG Peat Marwick LLP may require and rely upon representations
    contained in letters from Company, Zions and stockholders of Company.

        (d) Accountants' Letters. Company shall have received the letters
    referred to in Section 6.14 from Zions' independent auditors.

        (e) Rights Plan. No Stock Acquisition Date (as such term is defined in
    the Shareholder Protection Rights Plan) shall have occurred under the
    Shareholder Protection Rights Plan prior to the Effective Time.

        (f) Accounting Treatment. Company shall have received from its
    independent auditors, letters, dated the date of or shortly prior to each of
    the mailing date of the Proxy Statement and the Effective Date, stating its
    opinion that the Merger shall qualify for pooling-of-interests accounting
    treatment.

        (g) Listing. The shares of Zions Common Stock to be issued in the Merger
    shall have been approved for listing on the NASDAQ, subject to official
    notice of issuance.


                                      -35-


<PAGE>   40
        7.03 Conditions to Obligation of Zions. The obligation of Zions to
consummate the Merger is also subject to the fulfillment or written waiver by
Zions prior to the Effective Time of each of the following conditions:

        (a) Representations and Warranties. The representations and warranties
    of Company set forth in this Agreement (subject to the standard set forth in
    Section 5.02) shall be true and correct as of the date of this Agreement and
    as of the Effective Date as though made on and as of the Effective Date
    (except that representations and warranties that by their terms speak only
    as of the date of this Agreement or some other date shall be true and
    correct as of such date) and Zions shall have received a certificate, dated
    the Effective Date, signed on behalf of Company by the Chief Executive
    Officer and the Chief Financial Officer of Company to such effect.

        (b) Performance of Obligations of Company. Company shall have performed
    in all material respects all obligations required to be performed by it
    under this Agreement at or prior to the Effective Time, and Zions shall have
    received a certificate, dated the Effective Date, signed on behalf of
    Company by the Chief Executive Officer and the Chief Financial Officer of
    Company to such effect.

        (c) Opinion of Zions' Counsel. Zions shall have received an opinion of
    Sullivan & Cromwell, special counsel to Zions, dated the Effective Date, to
    the effect that, on the basis of facts, representations and assumptions set
    forth in such opinion, the Merger constitutes a reorganization under Section
    368 of the Code. In rendering its opinion, Sullivan & Cromwell may require
    and rely upon representations contained in letters from Company, Zions and
    stockholders of Company.

        (d) Accountants' Letters. Zions shall have received the letters referred
    to in Section 6.14 from Company's independent auditors.

        (e) Accounting Treatment. Zions shall have received from KPMG Peat
    Marwick LLP, Zions' independent auditors, letters, dated the date of or
    shortly prior to each of the mailing date of the Proxy Statement and the
    Effective Date, stating its opinion that the Merger shall qualify for
    pooling-of-interests accounting treatment.


                                  ARTICLE VIII

                                   TERMINATION

        8.01 Termination. This Agreement may be terminated, and the Acquisition
may be abandoned:


                                      -36-


<PAGE>   41
        (a) Mutual Consent. At any time prior to the Effective Time, by the
    mutual consent of Zions and Company, if the Board of Directors of each so
    determines by vote of a majority of the members of its entire Board.

        (b) Breach. At any time prior to the Effective Time, by Zions or
    Company, if its Board of Directors so determines by vote of a majority of
    the members of its entire Board, in the event of either: (i) a breach by the
    other party of any representation or warranty contained herein (subject to
    the standard set forth in Section 5.02), which breach cannot be or has not
    been cured within 30 days after the giving of written notice to the
    breaching party of such breach; or (ii) a breach by the other party of any
    of the covenants or agreements contained herein, which breach cannot be or
    has not been cured within 30 days after the giving of written notice to the
    breaching party of such breach, provided that such breach (whether under (i)
    or (ii)) would be reasonably likely, individually or in the aggregate with
    other breaches, to result in a Material Adverse Effect.

        (c) Delay. At any time prior to the Effective Time, by Zions or Company,
    if its Board of Directors so determines by vote of a majority of the members
    of its entire Board, in the event that the Merger is not consummated by
    August 31, 1998, except to the extent that the failure of the Merger then to
    be consummated arises out of or results from the knowing action or inaction
    of the party seeking to terminate pursuant to this Section 8.01(c).

        (d) No Approval. By Company or Zions, if its Board of Directors so
    determines by a vote of a majority of the members of its entire Board, in
    the event (i) the approval of any Governmental Authority required for
    consummation of the Merger and the other transactions contemplated by this
    Agreement shall have been denied by final nonappealable action of such
    Governmental Authority or (ii) the stockholder approval required by Section
    7.01(a) herein is not obtained at the Company Meeting.

        (e) Failure to Recommend, Etc. At any time prior to the Company Meeting,
    by Zions if the Company Board shall have failed to make its recommendation
    referred to in Section 6.02, withdrawn such recommendation or modified or
    changed such recommendation in a manner adverse in any respect to the
    interests of Zions.

        (f) By Zions. By Zions, by written notice to Company, if Company takes,
    causes to be taken or allows to be taken any action that would be prohibited
    under Section 6.06 hereof; or

        (g) By Company. By Company, by written notice to Zions prior to the
    approval by the stockholders of Company of the principal terms of this
    Agreement, if Company receives an Acquisition Proposal on terms and
    conditions which the Company Board determines, after receiving the advice of
    its outside counsel, (i) that to proceed with the Merger will violate the
    fiduciary duties of the Company Board to Company's shareholders and (ii) to
    accept such proposal; provided, however, that Company shall not be entitled
    to terminate this Agreement


                                      -37-


<PAGE>   42
    pursuant to this clause (g) unless it shall have provided Zions with written
    notice of such a possible determination (which written notice will inform
    Zions of the Material terms and conditions of the proposal, including the
    identity of the proponent) two business days prior to such determination.

        8.02 Effect of Termination and Abandonment. (a) In the event of
termination of this Agreement and the abandonment of the Merger pursuant to this
Article VIII, subject to the provisions of Section 8.02(b) and Section 8.02(c),
no party to this Agreement shall have any liability or further obligation to any
other party hereunder except (i) as set forth in Section 9.01 and (ii) that
termination will not relieve a breaching party from liability for any willful
breach of this Agreement giving rise to such termination.

        (b) If this Agreement shall be terminated (i) by Zions pursuant to
    Section 8.01(b), Section 8.01(e) or Section 8.01(f) and, at the time of the
    occurrence of the circumstance permitting termination pursuant to such
    Section, there shall exist an Acquisition Proposal with respect to Company
    or any of its Subsidiaries, or (ii) by Company pursuant to Section
    8.01(d)(ii) or Section 8.01(g) and, at the time of the occurrence of the
    circumstance permitting termination pursuant to such Section, there shall
    exist an Acquisition Proposal with respect to Company or any of its
    Subsidiaries, then Company shall promptly pay to Zions a termination fee
    equal to $1.8 million, which (except in the case of termination pursuant to
    Section 8.01(f), in which case such amount shall offset any damages to Zions
    to the extent of payment) the parties agree shall represent liquidated and
    exclusive damages recoverable by Zions relating to the actions resulting in
    termination.

        (c) Company and Zions agree that the agreements contained in paragraph
    (b) above are an integral part of the transactions contemplated by this
    Agreement, that without such agreements Zions would not have entered into
    this Agreement, and that such amount constitute reasonable liquidated
    damages and reasonable compensation to Zions for the loss sustained thereby
    and not a penalty. If Company fails to pay Zions the amount due under
    paragraph (b) within three business days of such termination, Company shall
    pay the costs and expenses (including legal fees and expenses) incurred by
    Zions in connection with any action, including the filing of any lawsuit,
    taken to collect payment of such amount, together with interest on the
    amount of any such unpaid amount at the publicly announced prime rate of
    Zions First National Bank from the date of such termination.


                                   ARTICLE IX

                                  MISCELLANEOUS

        9.01 Survival. No representations, warranties, agreements and covenants
contained in this Agreement shall survive the Effective Time (other than
Sections 6.12 and 6.13 and this


                                      -38-


<PAGE>   43
Article IX which shall survive the Effective Time) or the termination of this
Agreement if this Agreement is terminated prior to the Effective Time (other
than Sections 6.03(b), 6.05(b), 8.02, and this Article IX which shall survive
such termination).

        9.02 Waiver; Amendment. Prior to the Effective Time, any provision of
this Agreement may be (i) waived by the party benefitted by the provision, or
(ii) amended or modified at any time, by an agreement in writing between the
parties hereto executed in the same manner as this Agreement, except that after
the Company Meeting, this Agreement may not be amended if it would violate the
DGCL or reduce the consideration to be received by Company stockholders in the
Merger.

        9.03 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to constitute an original.

        9.04 Governing Law; Waiver of Jury Trial. This Agreement shall be
governed by, and interpreted in accordance with, the laws of the State of
Delaware applicable to contracts made and to be performed entirely within such
State (except to the extent that mandatory provisions of Federal law or of the
UBCA are applicable). Each of the parties hereto hereby irrevocably waives any
and all right to trial by jury in any legal proceeding arising out of or related
to this Agreement or the transactions contemplated hereby. Venue for any action
between the parties to this Agreement shall be a court of competent jurisdiction
in the City of San Diego, California.

        9.05 Expenses. Each party hereto will bear all expenses incurred by it
in connection with this Agreement and the transactions contemplated hereby.

        9.06 Notices. All notices, requests and other communications hereunder
to a party shall be in writing and shall be deemed given if personally
delivered, telecopied (with confirmation) or mailed by registered or certified
mail (return receipt requested) to such party at its address set forth below or
such other address as such party may specify by notice to the parties hereto.

If to Company, to:

        Tri-Baker Enterprises
        613 West Valley Parkway, Suite 315
        Escondido, California 92025
        Attention:  Mark N. Baker
        Facsimile:  (760) 747-4574


                                      -39-


<PAGE>   44
With a copy to:

        Higgs, Fletcher & Mack LLP
        401 West A Street, Suite 2000
        San Diego, California 92101
        Attention:  Kurt L. Kicklighter, Esq.
        Facsimile:  (619) 696-1410

If to Zions, to:

        Zions Bancorporation
        One South Main, Suite 1380
        Salt Lake City, Utah  84111
        Attention:  Dale M. Gibbons
        Facsimile:  (801) 524-2129

With a copy to:

        Sullivan & Cromwell
        444 South Flower Street
        Los Angeles, California 90071
        Attention: Stanley F.  Farrar
        Facsimile:  (213) 683-0457

        9.07 Entire Understanding; No Third Party Beneficiaries. This Agreement
represents the entire understanding of the parties hereto with reference to the
transactions contemplated hereby and thereby and this Agreement supersedes any
and all other oral or written agreements heretofore made. Nothing in this
Agreement expressed or implied, is intended to confer upon any person, other
than the parties hereto or their respective successors, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

        9.08 Interpretation; Effect. When a reference is made in this Agreement
to Sections, Exhibits or Schedules, such reference shall be to a Section of, or
Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of
contents and headings contained in this Agreement are for reference purposes
only and are not part of this Agreement. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation." No provision of this Agreement shall
be construed to require Company, Zions or any of their respective Subsidiaries,
affiliates or directors to take any action which would violate applicable law
(whether statutory or common law), rule or regulation.

                                      * * *


                                      -40-


<PAGE>   45
    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in counterparts by their duly authorized officers, all as of the day
and year first above written.


                                        FP BANCORP, INC.


                                        By:    /s/ Mark N. Baker
                                           -------------------------------
                                              Name:  Mark N. Baker
                                              Title:    Chairman




                                        ZIONS BANCORPORATION


                                        By:    /s/ Dale M. Gibbons
                                           -------------------------------
                                              Name:Dale M. Gibbons
                                              Title   Chief Financial Officer


                                      -41-