[Soledad]

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                    BRANCH PURCHASE AND ASSUMPTION AGREEMENT


                                  dated as of


                                 June 30, 1997


                                    between


             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION


                                      and


                   FIRST NATIONAL BANK OF CENTRAL CALIFORNIA

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

<PAGE>


                               TABLE OF CONTENTS

                                                                            Page

ARTICLE 1    Definitions ....................................................  1
   1.1       Definitions ....................................................  1

ARTICLE 2    Purchase and Sale ..............................................  7
   2.1       Purchase and Sale ..............................................  7
   2.2       Closing ........................................................  7
   2.3       Transitional Matters ........................................... 11
   2.4       Employee Considerations ........................................ 14

ARTICLE 3    Price and Adjustments .......................................... 18
   3.1       Price .......................................................... 18
   3.2       Adjustments .................................................... 19

ARTICLE 4    Additional Covenants ........................................... 24
   4.1       Seller's Covenants ............................................. 24
   4.2       Buyer's Covenants .............................................. 27
   4.3       Consents ....................................................... 29
   4.4       Environmental Matters .......................................... 30
   4.5       Valuation of the Assets ........................................ 39
   4.6       Clearing Items ................................................. 39
   4.7       IRA Deposits and Keogh Accounts ................................ 39
   4.8       Interest Reporting and Withholding ............................. 40
   4.9       Eminent Domain or Taking ....................................... 40
   4.10      Damage or Destruction .......................................... 41

ARTICLE 5    Representations and Warranties ................................. 43
   5.1       Seller's Representations and Warranties ........................ 43
   5.2       Buyer's Representations and Warranties ......................... 44

ARTICLE 6    Understandings ................................................. 46
   6.1       Depositors' Rights ............................................. 46
   6.2       Unclaimed Property ............................................. 47
   6.3       Head Office Accounts ........................................... 47
   6.4       Limitation of Warranties ....................................... 47

ARTICLE 7    Conditions to the Closing ...................................... 48
   7.1       Seller's Conditions ............................................ 48
   7.2       Buyer's Conditions ............................................. 49

ARTICLE 8    Termination .................................................... 51
   8.1       Events of Termination .......................................... 51
   8.2       Liability for Termination ...................................... 51

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ARTICLE 9     Survival, Indemnification ..................................... 52
    9.1       Survival ...................................................... 52
    9.2       Seller's Indemnity ............................................ 52
    9.3       Buyer's Indemnity ............................................. 53
    9.4       Arbitration of Disputes ....................................... 54
    9.5       Limit on Indemnities .......................................... 55

ARTICLE 10    Taxes ......................................................... 56
   10.1       Obligations of the Buyer and the Seller ....................... 56
   10.2       Access to Information ......................................... 56
   10.3       Allocation of Consideration ................................... 56

ARTICLE 11    Miscellaneous ................................................. 57
   11.1       Public Notice ................................................. 57
   11.2       Assignment .................................................... 57
   11.3       Notices ....................................................... 57
   11.4       Time .......................................................... 59
   11.5       Expenses ...................................................... 59
   11.6       Communications ................................................ 59
   11.7       Entire Agreement .............................................. 59
   11.8       Amendment ..................................................... 59
   11.9       Governing Law, Severability ................................... 59
   11.10      Waiver ........................................................ 59
   11.11      Confidentiality ............................................... 60
   11.12      Third Party Rights ............................................ 61
   11.13      Headings ...................................................... 61
   11.14      Counterparts .................................................. 62


SCHEDULES

      A             List of Branches
      1.1(a)        Branch Real Estate
      1.1(b)        Furniture,  Fixtures and Equipment
      1.1(c)        Other  Liabilities
      2.2(b)(i)(A)  Form of Grant Deed
      2.2(b)(i)(B)  Form of Bill of Sale
      2.2(b)(i)(C)  Form of  Assignment  and  Assumption
      2.2(d)        Contracts
      2.2(e)        Leases
      3.1           Leasehold Improvements
      4.4(c)        Phase  I  Environmental  Site  Assessments  and
                    Asbestos  Surveys
      5.1(e)        Litigation
      5.2(j)        Real Estate Disclosures
      6.3           Head Office Accounts

                                       ii

<PAGE>

                    BRANCH PURCHASE AND ASSUMPTION AGREEMENT



THIS BRANCH PURCHASE AND ASSUMPTION AGREEMENT (Agreement) is made as of June 30,
1997, by and between BANK OF AMERICA NATIONAL TRUST AND SAVINGS  ASSOCIATION,  a
national  banking  association  established  under the laws of the United States
(the  "Seller"),  and FIRST  NATIONAL  BANK OF  CENTRAL  CALIFORNIA,  a national
banking  association  established  under  the laws of the  United  States  ("the
Buyer")

        WHEREAS,  the Seller maintains the branch or branches listed on Schedule
        A hereto (sometimes  referred to herein collectively as the Branches and
        individually as a Branch)

        WHEREAS,  the Buyer wishes to purchase  certain of the assets and assume
certain of the liabilities of the Branches and the Seller is willing to sell and
transfer the same upon the terms and subject to the conditions  hereinafter  set
forth; and

        WHEREAS,  the Buyer  intends that retail and business  banking  services
will be offered in the geographic areas served by the Branches.

        NOW,  THEREFORE,  in  consideration  of the premises and the  respective
representations,  warranties,  covenants,  agreements and  conditions  contained
herein, the Seller and the Buyer hereby agree as follows:

                                   ARTICLE 1

                                  Definitions

        1.1     Definitions. For purposes of this Agreement:

        "Account" means, as of any date, a deposit liability of the Seller which
(i) is not  represented  by a certificate of deposit having a fixed maturity and
(ii) is maintained at one of the Branches.

        "Accrued  Expenses" means the accrued and unpaid expenses appearing as a
liability on the Financial Statements pursuant to Section 3.2(c).




                                       -1-
<PAGE>

        "Accrued  Interest" on any Deposits at any date means  interest which is
accrued on such Deposits to and  including  such date and not yet posted to such
deposit accounts.

        "Affiliate"  of  a  person  means  any  person  directly  or  indirectly
controlling  or  controlled by or under direct or indirect  common  control with
such person.

        "Agreement"  means  this  Branch  Purchase  and  Assumption   Agreement,
including all schedules,  exhibits and addenda, as modified, amended or extended
from time to time.

        "Allocation" shall have the meaning set forth in Section 10.3.

        "Assets"  means the Branch Real  Estate,  the  Furniture,  Fixtures  and
Equipment,  Improvements,  Leasehold  Improvements,  Cash on Hand,  safe deposit
boxes  located at the  Branches  (exclusive  of the contents  thereof),  Prepaid
Expenses, Overdrafts and all books, records, files and documentation relating to
the foregoing.

        "Assumed Contracts" shall have the meaning set forth in Section 2.2(d).

        "Assumed  Deposits"  means all Deposits  existing on the Closing Date in
one or more of the Branches,  together with all Accrued  Interest  thereon as of
the Closing Date; provided, however, that Assumed Deposits shall not include any
of the following,  which shall be retained by Seller:  (i) Deposits which secure
loans,  (ii) Deposits not assumed pursuant to Sections 3.2(f),  3.2(g),  or 6.3,
(iii) Deposits which secure Visa card accounts, and (iv) other Deposits, if any,
which the Buyer has advised the Seller, at least thirty (30) Business Days prior
to the Closing Date, it cannot legally accept.

        "Branch  Real  Estate"  means all real  property  owned by the Seller on
which any of the Branches is located and which is identified in the  preliminary
title reports included in Schedule 1.1(a)

        "Business  Day" means a day on which the Seller is open for  business in
California and which is not a Saturday or Sunday.


                                       -2-
<PAGE>

        "Cash on Hand" means, as of any date, all petty cash, vault cash, teller
cash,  automated  teller  machine  cash and prepaid  postage  maintained  at the
Branches.

        "Closing" and "Closing Date" refer to the closing of the sale, purchase,
transfer  and  assumption  provided  for  herein to be held at the time and date
provided for in Section 2.2(a) hereof.

        "Closing  Financial  Statement" means the estimated balance sheet of the
Branches  prepared by the Seller as of the close of business at the  Branches on
the Closing Date and on which are recorded as of such date, in  accordance  with
the Seller's  normal  practices and  procedures,  the Assets and the Liabilities
(except that such normal practices and procedures shall be modified as necessary
to implement prorations required by, or other provisions of, this Agreement).

        "Continuation  Coverage"  shall  have the  meaning  set forth in Section
2.4(g).

        "Deposits" means, as of any date, all deposit  liabilities of the Seller
that are  Accounts  or  certificates  of  deposit  maintained  at the  Branches,
including,  without  limitation,  Time Deposits,  and including all  uncollected
items included in depositors' balances, as of such date.

        "Direct  Deposit  Cut-off  Date"  shall  have the  meaning  set forth in
Section 4.1(g).

        "Employee" means any employee employed on the Closing Date at one of the
Branches  by  Seller  or  its  subsidiaries  or  Affiliates,  including  without
limitation,  those employees on medical leave,  family leave,  military leave or
personal leave under Sellers policies.

        "Federal  Funds  Rate" on any day means the per annum  rate of  interest
(rounded upward to the nearest 1/100 of 1%) which is the weighted average of the
rates on overnight federal funds  transactions  arranged on such day or, if such
day is not a banking  day, the previous  banking day, by federal  funds  brokers
computed and released by the Federal Reserve Bank of New York (or any successor)
in substantially the same manner as such Federal Reserve Bank currently computes
and releases the weighted  average it refers to as the Federal  Funds  Effective
Rate at the date of this Agreement.



                                      -3-
<PAGE>

        "Final  Financial  Statement"  means the balance  sheet of the  Branches
prepared  by the  Seller  as of the close of  business  at the  Branches  on the
Closing  Date,  and  delivered  by the Seller to the Buyer  pursuant  to Section
3.2(a) (ii). The Final Financial  Statement is to be prepared in accordance with
the Sellers normal  practices and procedures  (except that such normal practices
and procedures shall be modified as necessary to implement  prorations  required
by, or other provisions of, this Agreement) and in a manner  consistent with the
Closing Financial Statement.

        "Financial  Statements"  shall mean  collectively the Closing  Financial
Statement, the Pre-Final Financial Statement and the Final Financial Statement.

        "Furniture,  Fixtures and Equipment"  means all furniture,  fixtures and
equipment  that are listed on Schedule  1.1(b)  under the caption Sold to Buyer.
Buyer acknowledges that there shall be excluded from this definition any and all
other  items,  including  those  listed on  Schedule  1.1(b)  under the  caption
"Retained by Seller (Items Excluded from Sale)."

        "Improvements"   means  all  improvements  to  the  Branch  Real  Estate
purchased, installed or constructed by or on behalf of, and owned by, the Seller
and used in  connection  with the  operation  or  maintenance  of the  Branches,
including,  without limitation,  buildings,  structures,  parking facilities and
drive-up teller facilities.

        "Individual  Retirement  Account" or "IRA"  means an account  created by
trust for the exclusive  benefit of an individual or his or her beneficiaries in
accordance with the provisions of Section 408 of the IRC.

        "Initial Base Amount" shall have the meaning set forth in Section 3.1.

        "IRA Deposits" shall have the meaning set forth in Section 3.2(f).

        "IRC" means the Internal Revenue Code of 1986, as amended.

        "Keogh Accounts" shall have the meaning set forth in Section 3.2(g).




                                      -4-
<PAGE>

        "Lease"  means  any lease or  sublease  of a lease by which  Seller  has
rights to occupy and use Leased Real Estate or Leasehold Improvements or both.

        "Leased  Real  Estate"  means  all real  property  on  which  any of the
Branches is  located,  which is  occupied  and used by the Seller  pursuant to a
lease.

        "Leasehold  Improvements"  means all  improvements  on or constituting a
portion of Leased Real  Estate,  purchased,  installed or  constructed  by or on
behalf of, and owned by,  Seller and used in  connection  with the  operation or
maintenance  of  the  Branches,   including,   without  limitation,   buildings,
structures, parking facilities and drive-up teller facilities.

        "Liabilities"   means  (i)  the  Assumed  Deposits,   (ii)  the  Assumed
Contracts,  if any, (iii) the Sellers  obligations to provide  services from and
after the Closing Date in connection  with the Assets and the Assumed  Deposits,
including  obligations with respect to safe deposit boxes,  (iv) the Leases,  if
any, and (v) such other liabilities of the Seller with respect to the operations
of  the  Branches  as  may  be   described   on  Schedule   1.1(c)  (the  "Other
Liabilities");  excluding,  however, any Leases or Assumed Contracts as to which
any  consents  required to transfer  the same to the Buyer at Closing  cannot be
obtained;  and no other duty,  obligation  or liability  whatsoever  (including,
without  limitation,  any and all  penalties,  fines,  compensatory  or punitive
damages of any kind  whatsoever)  of the  Seller,  its  Affiliates  or any other
person or with respect to the Assets or Liabilities.

        "Magnetic  Tapes" shall mean the computer  data storage tapes (which may
be in  reel-to-reel  or cartridge  form)  prepared by Seller  which  contain the
information to be used for an automated conversion of the Assumed Deposits.

        "Market  Value"  shall mean,  with respect to any Branch Real Estate and
any Improvements with respect thereto,  the appraised market value thereof on an
"as is" basis,  reflecting  the highest  and best use  thereof in the  condition
observed by the appraiser upon  inspection  and as such property  physically and
legally exists without hypothetical  conditions,  assumptions or qualifications.
Market  Value is the most  probable  price  which a property  should  bring in a
competitive  and open market under all conditions  requisite to a fair sale, the
Buyer and the Seller each acting prudently and  knowledgeably,  and assuming the
price




                                      -5-
<PAGE>

is  not  affected  by  undue  stimulus.  Implicit  in  this  definition  is  the
consummation  of a sale as of a specified date and the passing of title from the
Seller to the Buyer under conditions  whereby:  (i) the Buyer and the Seller are
typically  motivated;  (ii) both parties are well informed or well advised,  and
acting in what they consider their own best  interests;  (iii) a reasonable time
is allowed for exposure in the open market; (iv) payment is made in cash in U.S.
dollars or in terms of financial  arrangements  comparable thereto;  and (v) the
price represents the normal  consideration for the property sold,  unaffected by
special or creative financing or sales concessions  granted by anyone associated
with the sale.  The appraisal  shall be set forth in a report of appraisal by an
independent  appraiser  to be  selected by the Buyer from a list of no more than
five (5)  appraisers  to be provided by the Seller.  The cost of such  appraisal
shall be borne equally by the Buyer and the Seller.

        "Overdrafts"  means only overdrafts in Transaction  Accounts (other than
overdrafts extended pursuant to a formal line of credit or similar  arrangement)
maintained at the Branches.

        "Pre-Final  Financial Statement" means the balance sheet of the Branches
prepared  by the  Seller  as of the close of  business  at the  Branches  on the
Closing  Date,  and  delivered  by the Seller to the Buyer  pursuant  to Section
3.2(a)(i).  The  Pre-Final  Financial  Statement is to be prepared in accordance
with the  Sellers  normal  practices  and  procedures  (except  that such normal
practices and procedures shall be modified as necessary to implement  prorations
required by, or other provisions of, this Agreement) and in a manner  consistent
with the Closing  Financial  Statement,  and shall,  to the extent  practicable,
reflect  actual  Deposits  and  Cash  on Hand as of the  Closing  Date,  and any
third-party invoices (such as from communication  vendors) available by the time
the Seller prepares the Pre-Final Financial Statement.

        "Prepaid  Expenses" means the prepaid expenses  appearing as an asset on
the Financial Statements pursuant to Section 3.2(c).

        "Purchase  Premium"  shall mean the amount equal to 7.50% of the average
of Assumed Deposits for the twenty (20) Business Days  immediately  prior to and
including the Closing Date.

        "Returned Items" shall have the meaning set forth in Section 3.2 (h).




                                      -6-
<PAGE>

        "Seller's  Knowledge"  or other  similar  phrases  shall mean the actual
knowledge, without having conducted any independent inquiry or investigation, of
the  regional  manager of the Seller  responsible  for a Branch  (but only as to
information as to such Branch) and Brian A. Dunne, Vice President of the Seller.

        "Settlement  Date" means the sixtieth  (60th) calendar day following the
Closing Date.

        "Time Deposit" means a certificate of deposit which is not  transferable
or negotiable, and earns interest at a fixed rate for a specific term.

        "Transaction  Account"  means any  Account in respect of which  deposits
therein  are  withdrawable  in  practice  upon  demand or upon which third party
drafts  may be  drawn  by the  depositor,  including  checking  accounts,  Alpha
accounts, NOW accounts and money market deposit accounts.

        "Validation  Run" shall have the meaning set forth in Section  2.2(b)(i)
(F).

                                   ARTICLE 2

                               Purchase and Sale

        2.1 Purchase and Sale.  Upon the terms and subject to the  conditions of
this  Agreement,  the Seller agrees to sell and transfer and the Buyer agrees to
purchase and assume the Assets and the Liabilities at the Closing as provided in
Section 2.2.

        2.2 Closing.

        (a) Closing Date and Place. The closing of the transactions provided for
herein will be held at the offices of the Seller, 315 Montgomery  Street,  Suite
1300, San Francisco,  California  94104;  provided,  that transfer of
the Branch
Real  Estate  shall be effected  through a real estate  escrow to be opened with
Chicago Title Company,  388 Market Street, San Francisco,  California 94111. The
closing shall be held on a Thursday that is mutually  agreeable to the Buyer and
the Seller as soon as  practicable  following the receipt of all  government and
other approvals and consents  necessary for the consummation of the transactions
contemplated  hereby (including the expiration of any statutory waiting periods)
and the satisfaction (or waiver) of all other conditions to closing



                                      -7-
<PAGE>

provided  for herein.  Notwithstanding  the  foregoing,  the Seller may, for any
proper business reason,  adjourn the date and time of the Closing,  upon written
notice to the Buyer; provided, however, that the Seller shall use all reasonable
efforts to  reschedule  the  Closing to take  place at a time  agreeable  to the
Buyer,  which agreement shall not be unreasonably  withheld;  provided  further,
however,  that the parties  shall agree in any event upon a date for the Closing
which shall be on or prior to March 31,  1998,  or such other date as the Seller
and the Buyer shall agree upon in writing.

        (b) Conveyances; Payment.

        (i) The  following  shall be  delivered  by the parties at the  Closing,
subject to Sections  2.2(d),  2.2(e),  3.2(b),  4.3 and the final  paragraph  of
Section 7.2:


            (A) The Seller  shall  deliver to the Buyer one or more grant  deeds
        for the Branch  Real  Estate,  if any,  in the form  attached  hereto as
        Schedule  2.2(b) (i) (A) and shall cooperate with the Buyer in assisting
        the Buyer to obtain (at the Buyer's  expense) one or more CLTA  policies
        of title  insurance  with respect to the Branch Real Estate (or portions
        thereof) if the Buyer determines to obtain such insurance;

            (B) The Seller shall  deliver to the Buyer one or more bills of sale
        in the form attached hereto as Schedule  2.2(b)(i)(B)  for the Leasehold
        Improvements, if any, and the Furniture, Fixtures and Equipment;

            (C) The Seller shall deliver to the Buyer one or more assignments in
        the form attached  hereto as Schedule  2.2(b)(i)(C)  for the Leases,  if
        any, and the Assumed Contracts, if any;

            (D) The Seller  shall  make the  payment  to the Buyer  required  by
        Section 3.1 in immediately  available  funds (such payment to be made no
        later than 11:00 a.m. (Pacific Time));

            (E) The Seller shall use its  reasonable  efforts to have  available
        for pick-up by the



                                      -8-
<PAGE>

        Buyer by  approximately  6:00 a.m. on the morning  following the Closing
        Date (I) hard copy  (printed)  lists of Assumed  Deposits  maintained at
        each Branch,  which lists shall identify each Assumed Deposit by type of
        Account,  with appropriate  information  regarding the depositor and the
        terms of the Account and (II) Magnetic  Tapes.  The Buyer shall have the
        responsibility  of  making  and  paying  for  the  appropriate   courier
        arrangements to pick up from the Seller the items referred to in (I) and
        (II)  above  and  to  deliver  the  items  referred  to in  (I)  to  the
        appropriate  Branches  and the items  referred  to in (II) to the Buyers
        system vendor;

            (F) The Seller shall prepare, separately for each Branch, a readable
        set of the  Magnetic  Tapes and printed  reports  referred to in Section
        2.2(b)(i)(E)  to be used for a validation  (practice)  run  ("Validation
        Run") on a mutually  agreed-upon date thirty (30) to sixty (60) calendar
        days prior to the Closing Date, at no cost to the Buyer,  provided that,
        depending on the number and locations of the  Branches,  the parties may
        agree to conduct more than one Validation  Run. If the Buyer  thereafter
        requests  any  additional  Magnetic  Tapes  (whether  or not Buyer  also
        concurrently requests printed reports) for Validation Run purposes,  the
        Seller will provide the Magnetic Tapes (and printed reports if requested
        by Buyer) at a cost to Buyer of $2,000  for each set of  Magnetic  Tapes
        (whether or not accompanied by printed reports);

            (G) The Seller shall deliver to the Buyer copies of written consents
        to the  assignment  of any Assumed  Contracts or Leases  requiring  such
        consent;

            (H) The Buyer  shall pay to the Seller  the  amount of the  interest
        which would  accrue at the  Federal  Funds Rate in effect on the Closing
        Date on the cash  payment by the Seller  pursuant  to Section  2.2(b)(i)
        (D); and



                                      -9-
<PAGE>

            (I) The Seller shall deliver to the Buyer on the Closing Date, or as
         soon thereafter as practicable,  the records of information  concerning
         the  presence,  location and quantity of  asbestos-containing  material
         ("ACM") or presumed ACM, if any, in the Branch that,  pursuant to 8 CCR
         ss. 1529(n) (6) and  5208(j)(2)(B),  is to be transferred to successive
         owners.

        (c) Closing  Costs:  Proration.  The Seller and the Buyer shall each pay
one-half of any documentary,  stamp,  deed,  sales, use or other transfer taxes,
recording fees and escrow fees relating to the sale of the Assets and assumption
of the  Liabilities,  including but not limited to the assignment of the Leases.
On the  Closing  Date,  (i) all real and  personal  property  taxes and  current
installments  of special  assessments  levied or  assessed  with  respect to the
Branch  Real  Estate,  the  Improvements,  the  Leasehold  Improvements  and the
Furniture,  Fixtures and Equipment shall be prorated  between the Seller and the
Buyer on a daily basis as of the Closing  Date based upon the fiscal year of the
appropriate   taxing  authority,   and  (ii)  utilities  and  any  other  normal
maintenance  and  operating  expenses  relating to the Branch Real  Estate,  the
Leases, the Improvements, the Leasehold Improvements and the Furniture, Fixtures
and  Equipment  shall be  prorated  between  the  Seller and the Buyer as of the
Closing Date on a daily basis.

        (d) Contracts.  At the Closing, the Seller shall assign to the Buyer all
of the Seller's right,  title and interest in those equipment leases and service
and maintenance contracts,  if any, relating to the operations of one or more of
the  Branches  which  are set  forth in  Schedule  2.2(d)  and  which  the Buyer
indicates  in writing to the Seller not later than  thirty  (30)  Business  Days
prior to  Closing  the  Buyer  wishes  to  assume  (collectively,  the  "Assumed
Contracts").  The  Seller  shall  not be  required  to  provide  Buyer  with any
information regarding,  or to set forth in Schedule 2.2(d),  equipment leases or
service and maintenance  contracts which it believes are not legally  assignable
and the  Seller  shall  have no  liability  to the  Buyer as the  result  of its
inability to accomplish  assignments thereof.  After the date of this Agreement,
the Seller shall not enter into,  except with the prior  written  consent of the
Buyer,  any service,  maintenance or other  contracts,  or any equipment  lease,
relating to the  operations  of the  Branches for which the Buyer shall have any
responsibility after the Closing.



                                      -10-
<PAGE>

        (e) Leases. At the Closing,  the Seller shall assign to the Buyer all of
the  Seller's  right,  title and  interest in the Leases,  if any,  set forth in
Schedule 2.2(e);  provided,  however,  that if the Seller notifies the Buyer not
later than thirty (30)  Business Days prior to the Closing Date that one or more
such Leases are legally  nonassignable  without the consent of one or more third
parties,  and that such  consents  have not been  obtained,  then (i) the Seller
shall not be required  to assign  such Lease or Leases at  Closing,  (ii) Seller
shall  have  no  liability  to the  Buyer  as the  result  of its  inability  to
accomplish  such  assignment  and  (iii)  either  (A)  the  Seller  at its  sole
discretion may elect to exercise its right under the final  paragraph of Section
7.2 to exclude the  affected  Branch  from the  Closing,  and the parties  shall
continue to be obligated to carry out the provisions of this Agreement as to the
remaining  Branch or Branches or (B) if the Lease permits the Seller to sublease
the premises and the related Leasehold  Improvements to the Buyer, the Seller in
its  sole   discretion  may  elect  to  sublease  such  premises  and  Leasehold
Improvements  to Buyer  for the  maximum  term  permitted  under the  Lease,  on
substantially  the same terms and  conditions as the terms and conditions of the
Lease, in which case the consideration payable under Article 3 shall be adjusted
to reflect the Leasehold Improvements which will not be transferred to the Buyer
and the parties  shall  continue to be obligated to carry out the  provisions of
this Agreement as to the remaining Branch or Branches.

        2.3 Transitional Matters.

        (a) Conduct of Business Prior to the Closing. From the date hereof until
the  Closing,  except as  expressly  permitted  by this  Agreement  or otherwise
consented to or approved by the Buyer in writing  (such  consent or approval not
to be unreasonably withheld):

            (i) The Seller  shall not permit the  Branches to incur any material
        liabilities  or  material  obligations  (whether  directly  or by way of
        guaranty,  endorsement,  surety contract or otherwise) including without
        limitation  any  obligation for borrowed money or evidenced by any note,
        bond,  debenture or similar  instrument,  except for deposit liabilities
        incurred  in the  ordinary  course of  business  pursuant to the Sellers
        customary rate schedules, and except for other


                                      -11-
<PAGE>

        liabilities and obligations incurred in the ordinary course of business;

            (ii) The Seller  shall not sell,  transfer,  mortgage,  encumber  or
        otherwise  dispose of any of the Assets  except for the  disposition  of
        Assets  (other than the Branch Real  Estate,  Improvements  or Leasehold
        Improvements) in the ordinary course of business;

            (iii) Except as provided in Article 6, the Seller will not cause the
        transfer  from  one  or  more  of the  Branches  to  the  Seller's other
        operations  (except  to  another  Branch)  of any  deposits  of the type
        included  in the  Liabilities;  provided,  however,  that the Seller may
        transfer  deposits to the Sellers other branches or offices upon request
        of the  depositors  and may  transfer  to its other  branches or offices
        other deposits which are not to be transferred to Buyer pursuant to this
        Agreement;

            (iv) The Seller shall not make any capital  commitments with respect
        to  the  Branch  Real  Estate,   the   Improvements  and  the  Leasehold
        Improvements  except aggregate capital  commitments made in the ordinary
        course of business not exceeding $25,000 for each Branch;

            (v)  The  Seller  shall  not  grant  any  increase  in the  rate  of
        compensation  or in the  benefits  payable  or to become  payable to any
        current officer or employee of the Branches,  or to any current agent or
        consultant  thereof,  over the  levels in effect as of the date  hereof,
        other  than  any  regularly  scheduled  increases,   including  bonuses,
        contemplated under contracts,  policies or programs existing on the date
        hereof or under any benefit program generally applicable to the Seller's
        employees;  provided  that the  Seller  shall  retain  the right to hire
        additional  branch  employees at  comparable  rates of  compensation  as
        necessary for the operation of the Branches;

            (vi) The Seller will maintain the Branch Real Estate,  Improvements,
        Leasehold   Improvements   and   Furniture,   Fixtures   and   Equipment
        substantially in accordance with its normal practices, and keep such




                                      -12-
<PAGE>

        property in its present condition, ordinary wear and tear excepted;

            (vii) The Seller  shall  operate  the  Branches  and the  businesses
        thereof in accordance with its normal  practices and will use reasonable
        efforts to  preserve  for the benefit of the Buyer after the Closing its
        business, goodwill and relationships with customers and suppliers; and

            (viii) The Seller shall provide the Buyer  reasonable  access during
        normal  business hours to and the  opportunity to review and inspect the
        Branch  Real  Estate,   Improvements,   Leased  Real  Estate,  Leasehold
        Improvements, Furniture, Fixtures and Equipment of the Branches, and the
        books, records, files, documentation and accounts of the Branches; shall
        furnish to the Buyer such reports and compilations pertaining thereto as
        the Buyer shall reasonably  request from time to time; and shall furnish
        to the Buyer all such other information pertaining to the Assets and the
        Liabilities and the business of the Branches as the Buyer may reasonably
        request.  In  addition,  the Seller shall  provide the Buyer  reasonable
        access to the  Branches  during  the  thirty  (30)  calendar  day period
        immediately  preceding  the Closing  Date for the purpose of  installing
        teller terminals and other equipment, provided that (A) Seller shall not
        be  required  to  provide  such  access to any  Branch  until  after all
        consents,  approvals and  authorizations  referred to in Sections 7.1(c)
        and 7.2(c)  hereof have been  obtained  with respect to all Branches and
        (B) Buyer  shall give  Seller at least  twenty-four  (24) hours  advance
        notice that it wishes to have such access. The Buyer agrees to cause the
        installation of such teller terminals and other equipment to be effected
        in a manner  intended to minimize  disruption  to the  operations of the
        Branches.

        (b) Buyers Access to Branch Premises. The Buyer will indemnify,  defend,
and hold Seller  harmless  for,  from and  against any and all claims,  damages,
costs,  liabilities and losses  (including  mechanic's liens) arising out of any
entry by Buyer or its agents,  designees or  representatives  on the Branch Real
Estate  or Leased  Real  Estate  for  purposes  of the  review,  inspection  and
installation  provided  for in  Section  2.3(a)(viii)  or for any other  purpose
(other than for the purposes set forth



                                      -13-
<PAGE>

in Section 4.4(d),  which  shall be governed by the provisions of that Section).
Without limiting the scope of the foregoing,  Buyer also will restore the Branch
Real  Estate,   Improvements,   Leased  Real  Estate,   Leasehold  Improvements,
Furniture,  Fixtures and Equipment,  books, records, files, and documentation of
the  Branches  at its sole cost and  expense if one or more of the  transactions
contemplated  by this  Agreement do not close.  Until  restoration  is complete,
Buyer  will  take all  steps  necessary  to ensure  that any  conditions  at the
Branches  created by any  testing,  review,  inspection,  installation  or other
actions  performed by or for Buyer will not interfere with the normal  operation
of  the  Branches  or  create  any  dangerous,  unhealthy,  unsightly  or  noisy
conditions  at the  Branches.  Buyer  shall  comply  with  any  requirements  or
restrictions  contained  in the  Leases  regarding  any  actions it takes at the
Leased Real Estate, including, without limitation, any requirements of notice to
the landlord. The provisions of this Section 2.3(b) shall survive the Closing or
any earlier termination of this Agreement.

        (c) Data  Processing  Conversion.  The conversion of the data processing
with  respect  to  the  Branches  and  the  Assets  and  the  Liabilities  to be
transferred  hereunder will commence on the Closing Date and continue during the
night on the Closing Date and the  following  morning.  The Seller shall use its
reasonable  efforts to make available the required hard copy  (printed)  reports
(and Magnetic Tapes, if applicable) in connection therewith for pick up from the
Seller by 6:00 a.m. on such morning, subject to any production problems that are
beyond the Sellers reasonable control. The arrangements for pickup, delivery and
payment for courier  services shall be as provided in Section  2.2(b)(i)(E).  In
connection with the conversion of the data processing,  the Seller and the Buyer
shall  each  cooperate  with the other  and  shall  each pay their own costs and
expenses  associated  with the conversion of the data  processing and shall bear
equally the duties and responsibilities relating to the conversion.  Seller will
not migrate (transfer) existing PINs used for ATM cards to the Buyer.

        2.4     Employee Considerations.

        (a)  Buyer  shall  offer  employment  as of  the  Closing  Date  to  all
Employees.  All Employees shall be offered employment at base wages and salaries
no less favorable than the wages and salaries  currently being paid by Seller to
such Employees. To


                                      -14-
<PAGE>

the extent  consistent with Buyers existing  structure for comparable  positions
and comparable officer titles and its current policies regarding officer titles,
Employees shall be offered  positions with  responsibilities  and officer titles
comparable to those they currently  have with Seller and,  unless agreed upon by
any such Employee,  within a reasonable  geographic  proximity to such Employees
work location before the Closing Date.

        (b) All  Employees  who accept  employment  with Buyer as of the Closing
Date shall be eligible to  participate  in the employee  benefit plans and other
fringe  benefits  of Buyer on the same  basis as such  plans  and  benefits  are
offered to employees of Buyer with  comparable  positions with Buyer,  except as
provided in the penultimate  sentence of Section 2.4(e). Buyer shall credit such
Employees  for their  length of service  with Seller or its  Affiliates  for all
purposes  under each employee  benefit plan and fringe benefit to be provided by
Buyer to such Employees,  to the same extent such service was recognized under a
similar plan of Seller, based on information provided by Seller.  However,  such
service need not be counted for purposes of calculating accrued benefits under a
pension benefit plan, except that in determining the rate of prospective benefit
accrual,  service shall be counted where such rate increases  with service.  For
purposes of this Section 2.4, "employee benefit plans and other fringe benefits"
includes,  without limitation,  pension and profit sharing plans, retirement and
post retirement welfare benefits, health insurance benefits (medical, dental and
vision),  disability, life and accident insurance,  sickness benefits, vacation,
employee loans and banking privileges.

        (c) If  Buyer  offers a  salary  continuation  or  similar  program  for
employees  unable  to  work  for  medical  reasons,  the  Employees  who  accept
employment with Buyer shall be credited under any program of Buyer with at least
the number of  sickness  benefit  days  accrued  under  Seller's  program at the
Closing Date.

        (d) Seller agrees to remain  responsible for the payment of all benefits
accrued  during the period of  employment  by the Seller  under the terms of the
Seller's  retirement plans with respect to any Employee.  Buyer shall not at any
time assume any  liability  for the  benefits  of any active or any  terminated,
vested or retired participants in the Sellers retirement plans.




                                      -15-
<PAGE>

        (e) Seller shall be  responsible  for payments for accrued  vacation not
taken  by an  Employee  prior to the  Closing  Date and for  timely  payment  as
required by law of all wages, salaries,  bonuses, if any, and other compensation
with respect to service  completed on or prior to the Closing Date. Seller shall
offer  Employees who accept  employment with Buyer the option to receive cash or
to transfer to Buyer their accrued vacation days or fractions thereof earned but
unused while  employed by Seller.  In the event any  Employee  elects to receive
cash upon employment by Buyer, Seller shall make a cash payment to such Employee
in accordance with applicable law. In the event any such Employee elects to have
his or her accrued vacation  transferred  upon employment by Buyer,  Buyer shall
give such Employee credit after the Closing Date for the same number of vacation
days or  fractions  thereof he or she has accrued  with Seller as of the Closing
Date. For purposes of this Section,  personal  choice days or fractions  thereof
will be treated as vacation  days.  In the event  Employees  elect to have their
accrued  vacation  carried over to Buyer,  Seller shall pay to Buyer,  not later
than the date of the Final Financial Statement,  an amount equal to the net cash
value of each such Employee's accrued vacation before payroll deductions. In the
calendar year in which the Closing Date occurs,  Employees  shall be eligible to
earn at least the prorated  annual  vacation  amount  Employees were eligible to
earn under Seller's  vacation policy.  In subsequent  calendar years,  Employees
will be eligible to earn vacation according to the schedule specified in Buyer's
policy.

        (f) Seller shall retain the  responsibility  for payment of all medical,
dental,  vision,  health and disability claims incurred by any Employee prior to
the Closing Date,  and Buyer shall not assume any liability with respect to such
claims. On or after the Closing Date, all medical,  dental,  vision,  health and
disability  claims  incurred by Employees in Buyer's  employ shall be determined
under Buyer's  benefit  plans.  Buyer agrees that  Employees and their  eligible
dependents  will receive  credit for their  periods of coverage  under  Seller's
health or disability plans towards  satisfying any preexisting  condition clause
in any of Buyers health or disability plans,  provided such Employee or eligible
dependent is enrolled in Seller's  plans on the Closing Date.  Buyer also agrees
that Employees and their eligible  dependents shall receive credit under Buyer's
health  care  plans  for any  deductibles  paid by such  Employee  and  enrolled
dependents  for the  current  plan year under a health care plan  maintained  by
Seller.




                                      -16-
<PAGE>

        (g)  Seller  shall be  responsible  for  providing  any  Employee  whose
"qualifying event", within the meaning of Section 4980B(f) of the IRC, occurs on
or prior to the  Closing  Date (and  such  Employees  "qualified  beneficiaries"
within the  meaning of Section  4980B(f)  of the IRC) with the  continuation  of
group  health  coverage  required by Section  4980B(f) of the IRC  (Continuation
Coverage) under the terms of the health plan  maintained by Seller.  Buyer shall
be responsible for Continuation  Coverage to any Employee in Buyer's employ (and
each Employee's qualified beneficiaries) whose qualifying event occurs after the
Closing Date to the extent required by law.

        (h)  Seller  agrees  that it shall  retain,  consistent  with its normal
employment practices, all liability and obligation,  if any (including,  without
limitation, the liability and obligation for all wages, salary, vacation pay and
unemployment, medical, dental, vision, health and disability benefits) for those
former  employees of the Branches who retired or terminated  employment prior to
the Closing Date or who otherwise do not become employees of Buyer.

        (i) Effective as of the Closing Date,  Buyer shall assume  liability for
severance  pay and  similar  obligations  payable to any  Employee  who  accepts
employment  with Buyer and who is  terminated  by Buyer on or after the  Closing
Date. Such payment shall be made pursuant to Buyer's normal severance policy and
Buyer shall compute  severance pay by giving Employees full credit for all years
of service that would have been recognized under Seller's  severance  policy. In
addition,  for an Employee whose job with Buyer is eliminated within twelve (12)
months of the Closing Date, Buyer agrees to pay to such Employee the difference,
if any,  between the amount of  severance  pay  received by the  Employee  under
Buyer's  severance  policy and the amount such Employee would have received upon
his or her separation from the Seller under Seller's  severance policy in effect
on the Closing Date.

        (j) For  Employees  who accept  employment  with Buyer and who as of the
Closing  Date are absent  from work due to sickness  or  short-term  disability,
Seller shall have no further  liability or obligation for short-term  disability
benefits,  sick pay or salary continuation to the extent attributable to periods
after the  Closing  Date (or any  medical,  dental,  vision  and  health  claims
incurred  after the Closing  Date).  Such  Employees  shall be eligible for such
benefits as are provided by Buyer under its policies and this Agreement.


                                      -17-
<PAGE>

        (k) The Buyer  shall make the offers of  employment  as soon as possible
after all the  consents,  approvals and  authorizations  referred to in Sections
7.1(c) and 7.2(c)  hereof have been obtained (and in no event more than ten (10)
Business Days after the last of such consents,  approvals and authorizations has
been  obtained).  Such  offers  shall be made in  person to each  Employee  at a
meeting  at  which   representatives  of  Buyer  and  Seller  are  present.  The
information provided to each Employee at such meeting shall include a discussion
of Buyer's employee benefit plans and policies,  together with a written summary
thereof. Buyer shall be responsible for advising Employees of the details of any
offers and terms of employment,  and answering any questions  relating  thereto,
but Seller  shall be allowed to review and approve,  prior to its  distribution,
(i) any  communication  with  Employees  prior to the Closing Date, and (ii) any
communication  with such  Employees  after the Closing  Date which  describes or
refers to Seller's  employee benefit plans and policies.  Buyer shall not at any
time have access to Employee personnel files of Seller.

        (1)  Prior to the  Closing  Date,  the  Buyer  may  train  the  Seller's
Employees who have accepted  Buyer's  offers of  employment,  at a time mutually
agreed upon by Buyer and  Seller,  and the Buyer will  reimburse  the Seller for
such Employees'  salaries for the time they are engaged in such training and for
all of their expenses  incurred in connection  with such training for which they
are reimbursed by Seller.


                                   ARTICLE 3

                             Price and Adjustments

        3.1 Price.  The Seller  agrees that in the event the Initial Base Amount
(as  hereinafter  defined) is less than the sum of (i) the amount of the Assumed
Deposits and (ii) the amount of the Accrued Expenses,  the Seller shall transfer
to the Buyer cash in the amount equal to the  deficit.  The Buyer agrees that in
the event the Initial  Base Amount is greater  than the sum of (i) the amount of
the  Assumed  Deposits  and (ii) the amount of the Accrued  Expenses,  the Buyer
shall  transfer  to  the  Seller  cash  in  an  amount  equal  to  such  excess.
Calculations  and payments  pursuant to this Section 3.1 shall be as of the date
and time of the Closing Financial Statement.  The "Initial Base Amount" shall be
equal to the sum of (i) the




                                      -18-
<PAGE>

amount of Cash on Hand,  (ii) the Market Value of the Branch Real Estate and the
Improvements, (iii) the amount of $0 for Leasehold Improvements, (iv) the amount
of  $46,046.61  for the  Furniture,  Fixtures  and  Equipment  (which  amount is
allocated as listed on Schedule  1.1(b)),  (v) the amount of Prepaid Expenses at
the Branches,  (vi) the amount of the Overdrafts,  (vii) the amount of any fees,
charges or accrued interest receivable on such Overdrafts,  (viii) the amount of
the Purchase Premium,  and (ix) the Seller's pro rata portion of IRA Deposit and
Keogh Account trustee fees accrued on such accounts held in the Branches through
the Closing Date,  less the amount of the safe deposit key deposits  referred to
in Section 3.2(e).

        3.2 Adjustments. Subject to the provisions of Section 4.4 and Article 9,
the  assignments,  transfers,  acceptances and assumptions of the Assets and the
Liabilities  and the payment of the amounts due in respect thereof in accordance
with Sections 2.2 and 3.1 shall be final and without recourse and not subject to
any claim for  reimbursement,  repayment,  rescission  or  avoidance;  provided,
however, that:

        (a) The following adjustments shall be made:

            (i) As soon as  practicable  after the Closing Date, but in no event
        later than ten (10) calendar days  thereafter,  the Seller shall deliver
        the Pre-Final  Financial  Statement to the Buyer.  After delivery of the
        Pre-Final  Financial  Statement,  the Seller  shall pay the Buyer or the
        Buyer shall pay the Seller,  as  appropriate,  by wire transfer no later
        than the next  Business Day after  delivery of the  Pre-Final  Financial
        Statement, the difference between the amount paid at the Closing and the
        amount calculated on the Pre-Final  Financial  Statement,  plus interest
        accrued from the Closing Date at the Federal Funds Rate in effect on the
        Closing Date.

            (ii) As soon as practicable  after the Closing Date, but in no event
        later than sixty (60) calendar days thereafter, the Seller shall deliver
        the Final Financial  Statement to the Buyer. Subject to the Seller's and
        Buyer's rights of indemnification pursuant to Section 4.4 and Article 9,
        the Final  Financial  Statement  shall  become  final and binding on the
        Buyer and the Seller ten (10)  calendar  days after its  delivery to the
        Buyer,  unless  the Buyer  gives  written  notice  to the  Seller of its
        disagreement with respect to any item included in such




                                      -19-
<PAGE>

        Final  Financial  Statement.  The Seller  and the Buyer  shall use their
        respective reasonable efforts to resolve the disagreement during the ten
        (10) calendar day period following  receipt by the Seller of the notice.
        If the  disagreement  is not resolved  during such ten (10) calendar day
        period, the parties shall follow the procedures set forth in Section 9.4
        to resolve  such  dispute and such Final  Financial  Statement  shall be
        modified by any such resolution, whereupon the Final Financial Statement
        shall  become  final and  binding.  When the Final  Financial  Statement
        becomes  final and binding,  and after giving effect to any payment made
        based on the  Pre-Final  Financial  Statement,  the Seller shall pay the
        Buyer or the Buyer shall pay the Seller, as appropriate,  the difference
        between the amount paid at the Closing and the amount  calculated on the
        Final Financial  Statement,  plus interest accrued from the Closing Date
        at the Federal Funds Rate in effect on the Closing Date.

        (b) If any non-material Asset (materiality to be determined by Seller in
good faith) shall not have been  assigned to the Buyer at the Closing,  then the
Seller  shall use its  reasonable  efforts to assign  such Asset to the Buyer as
soon as possible  after the  Closing  Date but in any event no later than on the
Settlement  Date. In the event the Seller for any reason is unable to assign any
such  Asset to the Buyer  prior to or on the  Settlement  Date,  then the Seller
shall no longer  have any  obligation  to assign such Asset to the Buyer and the
Seller  shall  refund to the Buyer the value of such Asset as  reflected  on the
Closing Financial Statement together with interest from the Closing Date through
the date of such refund at a rate equal to the  Federal  Funds Rate in effect on
the Closing Date;

        (c) All  operating  expenses  and fees  accrued or prepaid  prior to the
Closing Date,  including,  without  limitation,  wages,  salaries,  rents,  Bank
Insurance Fund ("BIF")  premiums,  utility  payments,  personal  property taxes,
non-delinquent  real property taxes and  assessments  relating to the Assets and
the Liabilities  transferred at the Closing,  but excluding fees for use of safe
deposit boxes,  shall be prorated  between the parties.  With respect to the BIF
premiums,  the  proration  shall be on the basis of the  amount  of the  Assumed
Deposits.  To the extent  that the Seller has paid  expenses  that are  expenses
allocable to the Buyer  pursuant to this Section  3.2(c),  such  expenses  shall
appear as an asset on the Financial Statements.




                                      -20-
<PAGE>

To the extent that  expenses  have been accrued and not paid by the Seller prior
to the  Closing  Date,  they  shall  appear  as a  liability  on  the  Financial
Statements;

        (d) As soon as  practicable  after the  Closing  Date,  the Seller  will
provide to the Buyer a report of  customer  data for the  Branches  showing  the
names, addresses,  tax identification numbers (where available from the Seller's
records) and deposit  balances of each and all of the  customers of the Branches
as of such date;  the customer data shall  include the  signature  cards for all
Assumed  Deposits and a list of Accounts and  certificates of deposit subject as
of the Closing Date to annual  Taxpayer  Identification  Number  solicitation by
Seller in the normal course of its business;

        (e) At the Closing Date, the Seller shall pay to the Buyer the amount of
cash deposits held by the Seller at the Closing Date received for keys issued in
connection with safe deposit box rentals at the Branches that are transferred to
the Buyer hereunder;

        (f) With respect to Deposits  which are Individual  Retirement  Accounts
("IRA Deposits")  created by a trust for the exclusive  benefit of an individual
or his or her  beneficiaries in accordance with the provisions of Section 408 of
the IRC,  the Seller will use  reasonable  efforts and will  cooperate  with the
Buyer,  both  before  and after the  Closing,  in taking  whatever  actions  are
reasonably  necessary  to  accomplish  either  the  appointment  of the Buyer as
successor  custodian  or the  delegation  to the Buyer (or an  affiliate  of the
Buyer) of the Seller's authority and responsibility as custodian of all such IRA
Deposits  except  self-directed  IRA Deposits  (and,  for those  customers  with
self-directed IRA Deposits,  any other IRA Deposits),  including but not limited
to, sending to the depositors thereof appropriate notices,  cooperating with the
Buyer (or such  affiliate) in  soliciting  consents  from such  depositors,  and
filing any appropriate  applications with applicable regulatory authorities.  If
any such delegation is made to the Buyer (or such affiliate), the Buyer (or such
affiliate) will perform all of the duties so delegated and comply with the terms
of the  Seller's  agreement  with the  depositor  of the IRA  Deposits  affected
thereby;

        (g) With respect to Deposits which are BankAmerica Basic Retirement Plan
Accounts  ("Keogh  Accounts")  created by a trust for the  benefit of  employees
(some or all of whom are




                                      -21-
<PAGE>

owner-employees)  and that comply with the provisions of Section 401 of the IRC,
the Seller will use  reasonable  efforts and cooperate  with the Buyer to invite
depositors  thereof to direct a transfer of each such depositor's  Keogh Account
and the related Deposit to the Buyer (or an affiliate of the Buyer),  as trustee
thereof,  and to adopt the Buyer's (or such  affiliate's)  form of Keogh  Master
Plan as a successor to that of the Seller.  The Buyer (or such  affiliate)  will
assume no Deposits which are Keogh Accounts unless the Buyer (or such affiliate)
has received  the  documents  necessary  for such  assumption  or transfer at or
before the Closing.  With  respect to any  depositors  who do not transfer  such
accounts to the Buyer's (or such  affiliate's)  form of Keogh Master  Plan,  the
Seller  will use  reasonable  efforts  in order to  enable  the  Buyer  (or such
affiliate) to retain such Keogh  Accounts at the Branches at which such accounts
were maintained;

        (h) Any items that were  credited  for  deposit to or cashed  against an
Assumed  Deposit prior to the Closing and are returned unpaid on or within sixty
(60) calendar days after the Closing Date ("Returned  Items") will be handled as
set forth herein. If the Seller's bank account is charged for the Returned Item,
the Seller shall forward such  Returned  Item to the Buyer.  If upon the Buyer's
receipt of such Returned Item there are sufficient  funds in the Assumed Deposit
to  which  such  Returned  Item  was  credited  or  any  other  Assumed  Deposit
transferred  at the Closing  standing  in the name of the party  liable for such
Returned  Item,  the Buyer will  debit any or all of such  Assumed  Deposits  an
amount equal in the aggregate to the Returned  Item, and shall repay that amount
to the Seller.  If there are not sufficient funds in the Assumed Deposit because
of the Buyer's failure to honor holds placed on such Assumed Deposit,  the Buyer
shall  repay the amount of the  Returned  Item to the  Seller.  If there are not
sufficient  funds in the Assumed  Deposit for any other reason,  the Buyer shall
repay the balance of the Assumed  Deposit to the Seller and create an  overdraft
for the  unrecovered  portion of the Returned Item. Any items that were credited
for  deposit to or cashed  against an Assumed  Deposit at a Branch  prior to the
Closing Date and are returned  unpaid more than sixty (60)  calendar  days after
the  Closing  Date will be the  responsibility  of the Buyer,  except that for a
period of eighteen (18) months after the Closing Date checks drawn on the United
States  Treasury,  checks issued by state  governments  and  municipalities  and
checks returned for endorsement irregularities will be the responsibility of the
Seller; and




                                      -22-
<PAGE>

        (i) As soon as practicable,  but in any event no later than fifteen (15)
calendar days after the Closing Date,  the Buyer shall mail to each depositor in
respect of a  Transaction  Account  (included in the Assumed  Deposits) a letter
approved in writing by the Seller requesting that such depositor  promptly cease
writing the Sellers drafts against such Transaction Account. At such time as the
Buyer mails each such notice to each depositor,  the Buyer shall also forward to
each such  depositor new drafts which such depositor may draw upon the Buyer for
the purpose of effecting transactions with respect to such Transaction Accounts.

        The parties  hereto shall use reasonable  efforts to develop  procedures
which cause the Seller's form of drafts against  Transaction  Accounts which are
received  after the Closing Date to be cleared  through the Buyer's then current
clearing procedures.

        During the one hundred eighty (180) calendar day period from the Closing
Date,  if it is not possible to clear  Transaction  Account  drafts  through the
Buyer's then current  clearing  procedures  after the Closing  Date,  the Seller
shall  forward to the Buyer no later than the next  Business  Day after  receipt
thereof all such Transaction Account drafts drawn against  Transaction  Accounts
domiciled at one of the Branches and transferred on the Closing Date. The Seller
shall  have no  obligation  to pay such  Transaction  Account  drafts.  Upon the
expiration  of such one hundred  eighty (180)  calendar  day period,  the Seller
shall cease forwarding drafts against  Transaction  Accounts  transferred on the
Closing Date and shall instead return them to the  originators  marked  "Account
Closed"  The Buyer  will  compensate  the  Seller  for  processing  of drafts as
described in this Section according to the compensation arrangement set forth in
Section 4.6.

        (j) The Seller will pay the Buyer for such  portion of any  overdraft on
an Assumed  Deposit  (including  interest at the Federal Funds Rate in effect on
the Closing Date) created by Returned Items received by the Seller and passed on
to the Buyer during the sixty (60)  calendar  days that follow the Closing Date,
which is not  recovered by the Buyer within sixty (60)  calendar  days after the
Closing Date.

                                      -23-

<PAGE>

                                   ARTICLE 4

                              Additional Covenants

        4.1  Seller's  Covenants.  The Seller (and,  to the extent  specifically
indicated below, the Buyer) agrees:

        (a) To use  reasonable  efforts  to sign and  deliver  to the Buyer such
additional agreements and other documents, and to do such other acts and things,
as may be required to complete the transactions contemplated by this Agreement;

        (b) To reasonably cooperate with the Buyer in obtaining all governmental
and regulatory consents,  approvals,  licenses, waivers and the like required to
be fulfilled or obtained for the completion of the transactions  contemplated by
this Agreement;

        (c) To deliver to the Buyer those  books,  records,  accounts  and other
documents  relating  solely  to the  Assets  and  the  Liabilities  as  soon  as
practicable after the Closing and to store the other books, records and accounts
of the Branches  relating to the Seller's  former  operation of the Branches for
the applicable period required by law;

        (d) Until Closing or the earlier termination of this Agreement, to cause
the  business of the Branches to be  conducted  in  accordance  with Section 2.3
above;

        (e) To remove all signage from the Branches at the expense of the Seller
on or before the  Closing  Date,  it being  understood  that the Buyer  shall be
responsible for installation of its signage at its expense;

        (f) As soon as practicable after the receipt of all regulatory approvals
required by  Sections  7.1(c) and 7.2(c) with  respect to all  Branches,  and no
later than thirty (30) calendar  days prior to the Closing Date (unless  earlier
required by law,  regulation or regulatory  policy),  each of the Seller and the
Buyer shall  provide,  or join in  providing  where  appropriate,  all  notices,
separately as to each Branch,  to holders of Deposits and other persons that the
Seller or the Buyer,  as the case may be, is required to give by any  regulatory
authority having  jurisdiction or under applicable law or the terms of any other
agreement   between  the  Seller  and  any  customer  in  connection   with  the
transactions contemplated

                                      -24-

<PAGE>

hereby.  A party  proposing  to send or  publish  any  notice  or  communication
pursuant to any provision of this Section 4.1(f) or Section 4.2(f) shall furnish
to the other party a copy of the proposed  form of such notice or  communication
as soon as  practicable  in advance of the proposed  date of the first  mailing,
posting, or other dissemination thereof to customers, and shall not unreasonably
refuse to amend such notice to incorporate any changes that the other such party
proposes as necessary to comply with applicable statutes,  rules, regulations or
requirements  of any regulatory  authority  having  jurisdiction.  All costs and
expenses of any notice or  communication  sent or  published by the Buyer or the
Seller  shall  be the  responsibility  of  the  party  sending  such  notice  or
communication.  All  out-of-pocket  costs and  expenses  of any joint  notice or
communication which Buyer or Seller pays to a third-party vendor shall be shared
equally  by the  Seller  and the  Buyer.  Each  party  shall  bear the costs and
expenses  of its  own  employees  or  agents  engaged  in any  joint  notice  or
communication;

        (g) The Seller will use  reasonable  efforts to transfer to the Buyer on
the  Closing  Date all of those  automated  clearing  house and fed wire  direct
deposit  arrangements which are tied by agreement or other standing  arrangement
to Assumed  Deposits.  For a period of one hundred  eighty (180)  calendar  days
after the Closing Date, in the case of automated  clearing house direct deposits
to Assumed  Deposits,  and thirty (30)  calendar days after the Closing Date, in
the case of fed wire  direct  deposits  to  Assumed  Deposits  (each,  a "Direct
Deposit  Cut-off  Date"),  the Seller will,  no later than the next Business Day
following  the date of  receipt  thereof,  remit and  transfer  to the Buyer all
direct  deposits  intended for Accounts  which are Assumed  Deposits.  After the
applicable Direct Deposit Cut-off Date, the Seller may discontinue accepting and
forwarding  automated  clearing  house and fed wire entries and funds and return
such direct deposits to the originators.  The Seller shall not be liable for any
account  overdrafts  that may  thereby be created or for any other  matter.  The
Buyer and the Seller  shall  agree on a  reasonable  period of time prior to the
Closing during which the Seller will no longer be obligated to accept new direct
deposit arrangements. At the time of each Direct Deposit Cut-off Date, the Buyer
will provide  automated  clearing  house  originators  with account  numbers and
conversion tapes relating to Assumed Deposits; and

                                      -25-

<PAGE>

        (h) As soon as practicable after the receipt of all regulatory approvals
required by Sections 7.1(c) and 7.2(c) with respect to all Branches  (except for
statutory  waiting  periods),  and after the notice  provided in Section  4.1(f)
above, the Buyer will send appropriate notice,  separately as to each Branch, to
all holders of Deposits  which are to be assumed by the Buyer at the Closing the
terms of which  provide  for direct  debit of such  accounts  by third  parties,
instructing  such  customers   concerning  transfer  of  customer  direct  debit
authorizations  from the Seller to the  Buyer.  The Seller  shall  cooperate  in
soliciting the transfer of such  authorizations.  Such notice shall be in a form
agreed to by the parties. For a period of one hundred eighty (180) calendar days
following the Closing  Date,  the Seller will, on the Business Day following the
date of receipt  thereof,  forward to the Buyer all  direct  debits on  Accounts
which are Assumed  Deposits  transferred  on the Closing  Date and will give the
Buyer a daily accounting of such debits to its clearing account. Thereafter, the
Seller  may  discontinue   forwarding  such  entries  and  return  them  to  the
originators. The Buyer and the Seller shall agree on a reasonable period of time
prior to the  Closing  during  which the Seller will no longer be  obligated  to
accept new direct debit arrangements. At the time of the Closing Date, the Buyer
will provide  automated  clearing  house  originators of such direct debits with
account numbers and conversion tapes.

        (i) In addition to the requirements and procedures set forth in Sections
4.1 (g) and 4.1 (h),  the Buyer  shall,  commencing  on the first  Business  Day
following the Closing Date, deliver to the originators of the direct deposits of
Assumed  Deposits  and the  originators  of direct  debits of  Assumed  Deposits
specified in such sections,  notices of change  instructing  such originators to
change the routing transit number for such deposits and debits from the Seller's
routing transit number to the Buyer's routing transit number.

        (j) The Seller agrees that for a period of twelve (12) months  following
the Closing Date, it will not establish a  "Full-Service  Branch" (as defined in
the immediately  following  sentence) within ten (10) miles of a Branch which is
included in the Closing (the "Protected Area"). "Full-Service Branch" shall mean
a branch which  includes  tellers and which  transacts  all business  related to
deposits  and  loans.   Seller  shall  not  be  deemed  to  have  established  a
Full-Service Branch for purposes of this Section 4.1(j) solely because Seller or
any successor in interest does one or more of the following: (i) it

                                      -26-

<PAGE>

exercises any rights or performs any obligations it has or may have to establish
banking  facilities  pursuant to any existing or future  agreements with a third
party or  parties  for the  installation,  location  and  operation  of  banking
facilities  in or in  connection  with retail  stores or  supermarkets  owned or
operated,  or both, by such third party or parties, (ii) it acquires one or more
banking  facilities  within  the  Protected  Area  as  a  result  of  a  merger,
consolidation,  purchase or sale of all or substantially  all of the assets of a
party,  or other  reorganization  to which  Seller  or  BankAmerica  Corporation
("Parent") is a party, (iii) it maintains one or more ATM facilities or conducts
courier  operations  within  the  Protected  Area,  (iv) it takes any  action to
satisfy any obligations or commitments  Seller or Parent may have arising out of
the  approval by the  Federal  Reserve  Board of the merger of Security  Pacific
Corporation  ("Security  Pacific")  into  Parent  on April 22,  1992,  including
without  limitation any commitment to maintain or enhance all existing levels of
services  provided  at the time of the  merger  by Seller  or  Security  Pacific
branches in all service areas (for  example,  where  branches are sold,  service
levels will be maintained  through placing  branches in grocery  stores,  mobile
vans, increasing access to automated teller machines and increasing multilingual
services),  or (v) it continues to maintain  within the Protected Area after the
Closing Date one or more  branches  which it  maintained  therein on the Closing
Date.

        (k) For a period of twelve (12) months  following  the Closing  Date (or
such  shorter  period as  Employees  may  continue  to be  employed by the Buyer
following the Closing Date),  neither the Seller nor any Affiliate shall solicit
the employment (including the solicitation of any transfer of employment) of any
Employees;  provided,  however,  that nothing herein shall prevent the Seller or
its Affiliates from advertising generally any employment opportunities,  or from
hiring any Employees who seek employment without inducement from the Seller.

        4.2 Buyer's Covenants. The Buyer agrees:

        (a) To use  reasonable  efforts to sign and  deliver to the Seller  such
additional agreements and other documents, and to do such other acts and things,
as may be required to complete the transactions contemplated by this Agreement;

                                      -27-

<PAGE>

        (b) To use its best efforts to fulfill all governmental,  regulatory and
other requirements (including, without limitation, obtaining the approval of all
California and federal bank or other financial  institution  regulatory agencies
and  any  other  governmental   entity  having  jurisdiction  over  the  Buyer's
acquisition of the Branches or the Buyer)  required to be fulfilled by the Buyer
for the completion of the  transactions  contemplated by this Agreement,  and to
take the initial  drafting  responsibility  therefor.  The Seller shall have the
right to  review  and  comment  upon all  applications  to,  and  filings  with,
governmental  and  regulatory  agencies and entities made for the above purpose,
prior to their filing;  provided that,  the Seller shall have no  responsibility
for any such  application  or filing.  Without  limiting the  generality  of the
foregoing,  Buyer agrees to file all  required  regulatory  applications  within
thirty (30) calendar days after the date of this Agreement;

        (c) To pay, honor, discharge and perform all liabilities and obligations
in respect of the Assets and the  Liabilities  and any other  liabilities of the
Branches  arising,  accruing or subsisting  after the Closing which the Buyer is
obligated  to  assume  pursuant  to  this   Agreement,   subject  to  applicable
indemnification rights of the Buyer;

        (d) Not to use, keep or claim any registered or unregistered  trademark,
service mark or other identification commonly associated with the Seller, or any
sign,  display or similar  material of the Seller or any banking or other forms,
stationery,  passbooks,  checks,  traveler's checks, cashier's checks, manager's
checks or similar banking material of the Seller or bearing the Seller's name or
other similar marks or identification (except to the extent necessary to conduct
business operations, and then only if the Seller's name, marks or identification
are obliterated from such material,  and such material is clearly  identified as
that of the Buyer), or any proprietary material of the Seller including, without
limitation,   operating   manuals,   training  manuals  and  public   relations,
explanatory or advertising materials; and

        (e) As of the  Closing  Date,  to become the  "holder",  as that term is
defined in the California  Unclaimed  Property Law (Code of Civil ss.  Procedure
1500, et seq.),  of all Assumed  Deposits and safe deposit boxes which the Buyer
assumes under this  Agreement.  The Buyer will be responsible for the escheat of
any property for which it becomes the holder and which

                                      -28-

<PAGE>

becomes abandoned during the calendar year in which the Closing occurs.

        (f) As soon as practicable after the receipt of all regulatory approvals
required by  Sections  7.1(c) and 7.2(c) with  respect to all  Branches,  and no
later than thirty (30) calendar  days prior to the Closing Date (unless  earlier
required by law, regulation or regulatory policy),  the Buyer shall,  subject to
Section 11.1 hereof,  (i) send a notice to all holders of safe deposit  boxes at
each Branch and (ii) notify the  holders of  Deposits to be  transferred  on the
Closing Date that, subject to Closing,  the Buyer will be assuming liability for
such  Deposits,  and following or  concurrently  with such notices the Buyer may
communicate  with  and  deliver  information,  brochures,  bulletins  and  other
communications  to holders of Deposits and safe  deposit  boxes  concerning  the
transactions  contemplated  by this  Agreement and  concerning  the business and
operations of the Buyer.

        (g) Continue to operate each of the Branches at its current location for
a period of at least  ninety (90)  calendar  days after the Closing Date (unless
Buyer has provided Seller written  confirmation from Buyer's appropriate banking
regulatory  agency that any earlier  change in location by Buyer would be exempt
from the notice and other requirements of 12 U.S.C. Sec. 1831r-1).

        (h)  To  obtain   approval  of  this  Agreement  and  the   transactions
contemplated  hereby  by  the  requisite  vote  or  consent  of the  holders  of
outstanding  securities  of the Buyer if such approval is required by applicable
law, contract, the Buyer's Articles of Incorporation or Bylaws, or otherwise.

        4.3 Consents.  The Seller shall use its reasonable efforts to obtain any
nongovernmental  consents  required for the transfer or assignment of the Assets
and  Liabilities to Buyer pursuant to this Agreement,  including (a) Leases,  if
any, and (b) Assumed Contracts,  if any; provided,  however, that (a) the Seller
shall not be required to pay any additional compensation or fee to any person or
entity to obtain any such  consent,  (b) the Buyer agrees that it shall  provide
reasonable  assistance  to the Seller to obtain  such  consents,  and (c) Seller
shall be  entitled  to rely on the  provisions  of Section  2.2(e) and the final
paragraph of Section 7.2 hereof if it does not obtain one or more such consents.

                                      -29-

<PAGE>

        4.4 Environmental Matters.

        (a) Scope. The provisions of this Section 4.4 shall  exclusively  govern
the rights and  obligations  of the  Seller and Buyer with  regard to  Hazardous
Substances.

        (b)  Definitions.  For purposes of this Section 4.4, the following terms
have the following meanings:

        (i)   "Environmental    Assessments"   means    environmental    audits,
investigations,  reviews or testing of the  Branch  Real  Estate,  Improvements,
Leased Real Estate or Leasehold Improvements (sometimes referred to collectively
in this  Section 4.4 as the  "Subject  Assets")  performed by Buyer or any third
party or consultant engaged by Buyer to conduct such study.

        (ii) "Environmental Due Diligence Period" means the thirty (30) Business
Day  period  starting  on the date of this  Agreement  during  which  Buyer must
complete its due diligence as described in Section 4.4(d).

        (iii)   "Environmental  Law"  means  any  law,  statute,   ordinance  or
regulation pertaining to health, industrial hygiene or the environment in effect
as of the date of this  Agreement,  including but not limited to Title 42 of the
United States Code,  Section 6901 et seq.  (commonly known as "RCRA") or Section
9601 et seq. (commonly known as "CERCLA" or "Superfund")

        (iv) "Hazardous  Substance" means any substance,  material or waste that
is or becomes designated or regulated as "toxic",  "hazardous",  "pollutant", or
"contaminant" or a similar designation or regulation under any federal, state or
local law (whether  under  common law,  statute,  regulation  or  otherwise)  or
judicial or administrative interpretation of such, including without limitation,
petroleum or natural gas.

        (c) Seller's  Environmental  Representations and Warranties.  Seller has
delivered to the Buyer copies of a Phase I Environmental Site Assessment ("Phase
I") and an Asbestos Survey ("Asbestos  Survey") regarding each Branch;  provided
that Seller has not  delivered  an Asbestos  Survey  regarding  any Branch where
construction of all Improvements and Leasehold  Improvements was completed after
December  31,  1980.  The dates of such Phase I's and  Asbestos  Surveys and the
names of the

                                      -30-

<PAGE>

persons by whom they were  prepared are listed on Schedule  4.4(c).  The cost of
such Phase I's and Asbestos Surveys shall be borne by the Seller. As of the date
of this  Agreement,  to the  Seller's  Knowledge  and except as disclosed in the
Phase I's and Asbestos Surveys:

            (i) during the time the Seller has owned the Branch  Real  Estate or
        leased the Leased Real Estate,  no Hazardous  Substances are now or have
        been used or  stored on or within  any  portion  of the  Subject  Assets
        except those Hazardous  Substances which are or have been used or stored
        in the  normal  course of use and  operation  of the  Subject  Assets in
        compliance with all applicable Environmental Laws;

            (ii)  during the time the Seller has owned the Branch Real Estate or
        leased  the  Leased  Real  Estate,  there are and have been no  federal,
        state,  or  local  enforcement,  clean-up,  removal,  remedial  or other
        governmental or regulatory  actions  instituted or completed pursuant to
        Environmental  Laws or pertaining to Hazardous  Substances and affecting
        the Subject Assets;

            (iii) no claims  have been made by any third  party  against  Seller
        relating to any Hazardous  Substances  on or within the Subject  Assets;
        and

            (iv) Seller has  obtained  and is in  compliance  with all  permits,
        licenses and other authorizations required with respect to the operation
        of its prior  business  at the Branch Real Estate and Leased Real Estate
        under all applicable Environmental Laws.

        (d) Environmental Due Diligence.

            (i) Buyers Covenants. The Buyer acknowledges and agrees that:

                 (A) Seller is  furnishing  copies of the Phase I's and Asbestos
                 Surveys to Buyer for  informational  purposes  only and without
                 representation  or warranty as to the accuracy or  completeness
                 of the contents of such materials except as otherwise  provided
                 in this Section 4.4;

                                      -31-

<PAGE>

                 (B) Buyer  will not rely on the Phase I's or  Asbestos  Surveys
                 and will conduct its own due diligence on the matters contained
                 in the documents; and

                 (C)  Buyer  is  not   purchasing   the  Branch   Real   Estate,
                 Improvements   and   Leasehold   Improvements   and   accepting
                 assignment of the Leases in reliance  upon any  representations
                 or warranties of any kind whatsoever made by the Seller (or any
                 representatives,  agents or  employees  of the  Seller)  except
                 those made or contained in this Agreement.

            (ii) Buyer's Environmental  Due Diligence.  During the Environmental
        Due   Diligence   Period,   Buyer   shall  have  the  right  to  conduct
        Environmental Assessments of the Subject  Assets,  and Buyer and Buyer's
        representatives, agents and designees will have the right, at reasonable
        times and upon  reasonable  notice to Seller (which notice must describe
        the scope of the planned testing and  investigations)  to enter upon the
        Branch Real Estate and Leased Real Estate provided:

                 (A) Any Environmental  Assessment  performed by or on behalf of
                 Buyer  shall  be   conducted   pursuant  to  standard   quality
                 control/quality assurance procedures.

                 (B) The  persons or  entities  performing  such tests  shall be
                 properly  licensed  and  qualified  and will have  obtained all
                 appropriate permits for performing such tests.

                 (C) Prior to any entry involving physical testing,  drilling or
                 other  physical  disturbance,  Buyer will obtain,  maintain and
                 provide Seller,  or shall cause any  consultant,  contractor or
                 other person entering  Branch premises to obtain,  maintain and
                 provide Seller,  with proof of comprehensive  general liability
                 insurance in the amount of at least $1,000,000 combined, single
                 limit coverage, naming Seller as an additional insured and with
                 coverages reasonably satisfactory to Seller.

                                      -32-

<PAGE>

                 (D) Buyer  shall give Seller at least five (5)  Business  Days'
                 prior notice of any physical testing or drilling.

                 (E) Buyer shall  schedule  any tests  outside  normal  business
                 hours whenever feasible unless otherwise approved by Seller.

                 (F) Seller shall have the right of approval (which shall not be
                 unreasonably  withheld  or delayed)  of any  proposed  physical
                 testing or drilling.

                 (G)  Seller  shall have the right to have a  representative  of
                 Seller accompany Buyer and Buyer's  representatives,  agents or
                 designees  while they are on the Branch  Real  Estate or Leased
                 Real Estate.

                 (H) Any entry by Buyer, its representatives, agents or designee
                 shall not unreasonably  interfere with Seller's or any tenant's
                 use of the Subject Assets.

                 (I) Buyer shall  indemnify,  defend,  and hold Seller  harmless
                 for,  from and  against  any and all  claims,  damages,  costs,
                 liabilities and losses (including mechanics' liens) arising out
                 of  any   entry   by  Buyer  or  its   agents,   designees   or
                 representatives.  Without  limiting the scope of the foregoing,
                 Buyer  also  at its  sole  expense  shall  repair,  replace  or
                 otherwise  correct any  damages  caused by Buyer or its agents,
                 designees  or  representatives  to the  Subject  Assets  if the
                 transactions contemplated by this Agreement do not close. Until
                 this  correction  is  complete,   Buyer  will  take  all  steps
                 necessary  to ensure  that any  conditions  created  by Buyer's
                 entry  will not  interfere  with the  normal  operation  of the
                 Branches or create any dangerous, unhealthy, unsightly or noisy
                 conditions  at the Branches.  This  indemnity  provision  shall
                 survive  the  Closing  or  any  earlier   termination  of  this
                 Agreement.

                                      -33-

<PAGE>

                 (J) Any  groundwater,  soil,  or other  samples  taken from the
                 Subject  Assets  shall  be  properly  disposed  of by  Buyer at
                 Buyer's sole cost and in accordance with all applicable laws.

                 (K) Any Environmental Assessment conducted by Buyer shall be at
                 the Buyer's  sole  expense and Buyer shall  provide to Seller a
                 copy of all results generated by any Environmental  Assessment,
                 including without limitation, any reports or other summaries.

                 (L) Seller has provided to Buyer copies of the Leases and Buyer
                 shall comply with any requirements or restrictions contained in
                 the Leases regarding testing and investigations to be performed
                 at the Leased Real Estate, including,  without limitation,  any
                 requirements of notice to the landlord.

        (iii)  Notice of  Objections.  During the  Environmental  Due  Diligence
        Period, Buyer may notify Seller in writing of any objections relating to
        any aspects of the Subject Assets  relating to one or more Branches (the
        "Affected Branches")  pertaining to physical condition,  presence of any
        Hazardous Substances, compliance with all applicable Environmental Laws,
        any matters disclosed in the Phase I's or Asbestos Surveys,  any matters
        disclosed by Seller or about which Seller  provided  representations  or
        warranties  in  this  Section  4.4,  or  any  matters  disclosed  in any
        Environmental Assessments.

                 (A) In the event  that Buyer  fails to so notify  Seller of any
                 such  objections,  Buyer shall be deemed to have  approved such
                 items.

                 (B) In the  event,  however,  that  Buyer  notifies  Seller  in
                 writing and within the  Environmental  Due Diligence  Period of
                 any such objections, the parties will have a period of ten (10)
                 Business Days to agree upon a resolution  of the  objection(s).
                 If the  parties  cannot  agree  within  such period of ten (10)
                 Business  Days,  then within five (5)  Business  Days after the
                 expiration of such period either party may

                                      -34-

<PAGE>

                 initiate a proceeding  to resolve such  objections  pursuant to
                 the  procedures  set forth in  Section  9.4 of this  Agreement;
                 provided,  however, that within such five (5) Business Days the
                 Seller in its sole  discretion  may,  in a case where Buyer has
                 notified  Seller of  objections  with  respect  to Branch  Real
                 Estate or Improvements,  elect to remove the Branch Real Estate
                 and  Improvements  relating to the Affected  Branches  from the
                 Assets to be sold and  transferred to Buyer, in which event (I)
                 the consideration  payable under Article 3 shall  automatically
                 be adjusted accordingly and (II) commencing on the Closing Date
                 Buyer  shall  lease the Branch  Real  Estate  and  Improvements
                 relating to the Affected  Branches  from Seller for a period of
                 at least six (6)  months,  at a rental  rate and on terms to be
                 agreed upon by Buyer and Seller,  which rate and terms shall be
                 commercially  reasonable  and  comparable  to those for similar
                 properties  in the  vicinities  of the Affected  Branches,  and
                 provided,  further,  that if Buyer and Seller do not agree upon
                 the rental rate or one or more such terms within an  additional
                 ten  (10)  Business  Days  after  expiration  of the  five  (5)
                 Business Days referred to above, then the determination of such
                 rate  and/or   term(s)  shall  be   immediately   submitted  to
                 arbitration pursuant to the procedures set forth in Section 9.4
                 of this Agreement. In a case where Buyer has notified Seller of
                 objections  with  respect to Leased  Real  Estate or  Leasehold
                 Improvements,  then if neither party has initiated a proceeding
                 to resolve such objections pursuant to the procedures set forth
                 in Section 9.4 of this  Agreement  within the five (5) Business
                 Days referred to in the immediately  preceding  sentence,  then
                 the Seller in its sole  discretion  may elect to  exercise  its
                 right under the final  paragraph  of Section 7.2 to exclude the
                 Affected Branch from the Closing.

                 (C) If this  Agreement  is not  amended or  otherwise  modified
                 pursuant to the  provisions  of the  foregoing  Section  4.4(d)
                 (iii) (B),  Buyer shall be deemed to have waived its objections
                 and this Agreement will continue in full force and effect.

                                      -35-

<PAGE>

        (e) Mutual Environmental Indemnifications.

        (i) Subject to Subsection  4.4(e) (iv) and Article 9 below, if there are
        any third party  claims  against  Buyer that arise out of any  Hazardous
        Substances that became located in, on or under Branch Real Estate during
        Seller's  ownership of the Branch Real Estate, or in, on or under Leased
        Real  Estate  during the term of  Seller's  Lease,  Seller  will (to the
        extent  the  Seller is liable for such  Hazardous  Substances  under any
        federal,  state or  local  law  pertaining  to or  concerning  Hazardous
        Substances)  indemnify,  defend (by  counsel  reasonably  acceptable  to
        Buyer),  protect and hold Buyer  harmless  for, from and against any and
        all  claims,  liabilities,  penalties,  forfeitures,  losses or expenses
        (including without limitation  reasonable  expenses of investigation and
        attorney's  fees and  expenses in  connection  with any action,  suit or
        proceeding  brought against the Buyer) arising  therefrom (to the extent
        that any such third party claims are  attributable to the portion of the
        Hazardous  Substances  which occurred or were in existence at the Branch
        Real Estate or Leased Real Estate on or prior to the Closing Date) in an
        amount  which  (together  with any  amount  for which  Seller may become
        liable to provide indemnification pursuant to Section 9.2 or otherwise),
        shall not exceed the amount of the Initial  Base  Amount,  and  provided
        that  notwithstanding  any other provision  hereof,  Seller shall not be
        liable  under this  Section  4.4(e) (i) for any losses  sustained by the
        Buyer unless and until the  aggregate  amount of all losses with respect
        to a Branch sustained by the Buyer to be indemnified by the Seller under
        this Agreement  (including any amount for which Seller may become liable
        to provide indemnification pursuant to Section 9.2 or otherwise),  shall
        exceed $25,000,  in which event the Seller shall be liable only for such
        losses in excess of $25,000  with  respect to that  Branch (it being the
        intention of the parties that losses sustained by the Buyer with respect
        to one Branch shall not be combined with losses  sustained  with respect
        to another Branch to satisfy such minimum $25,000 amount)

        (ii) Subject to Subsection 4.4(e) (iv) and Article 9 below, if there are
        any third party claims against

                                      -36-

<PAGE>

        Seller that arise out of any Hazardous  Substances  that became  located
        in, on or under the Subject Assets at any time after the Closing,  Buyer
        will  indemnify,  defend (by counsel  reasonably  acceptable to Seller),
        protect  and hold  Seller  harmless  for,  from and  against any and all
        claims,  liabilities,   penalties,   forfeitures,   losses  or  expenses
        (including without limitation  reasonable  expenses of investigation and
        attorney's  fees and  expenses in  connection  with any action,  suit or
        proceeding brought against the Seller) arising therefrom,  provided that
        notwithstanding  any other provision  hereof,  Buyer shall not be liable
        under this  Section  4.4(e) (ii) for any losses  sustained by the Seller
        unless and until the  aggregate  amount of all losses with  respect to a
        Branch sustained by the Seller to be indemnified by the Buyer under this
        Agreement  (including  any amount for which  Buyer may become  liable to
        provide  indemnification  pursuant to Section 9.3 or  otherwise),  shall
        exceed  $25,000,  in which event the Buyer shall be liable only for such
        losses in excess of $25,000  with  respect to that  Branch (it being the
        intention  of the  parties  that  losses  sustained  by the Seller  with
        respect to one Branch shall not be combined with losses  sustained  with
        respect to another Branch to satisfy such minimum $25,000 amount)

        (iii)  As used in this  Subsection  4.4(e),  "third  party  claims"  are
        defined  as any  claims or rights of  recovery  by any  person or entity
        (including governmental agencies):

                 (A)  which  result  from  injury,  damage  or loss to or of any
                 person or property;

                 (B) for cost recovery, removal or remedial action; or

                 (C) third  party  claims  will also  include  any costs paid or
                 payable   by   either   party   for   damage,   loss,   injury,
                 investigation,  removal,  remediation  or  other  liability  in
                 response  to any third party  claim or in  anticipation  of any
                 enforcement or remedial action  undertaken or threatened by any
                 governmental agency or private party.

                                      -37-

<PAGE>

            (iv) Nothing in this Section 4.4(e) is meant to diminish any party's
        rights or obligations  under any federal,  state or local law pertaining
        to or concerning Hazardous Substances;  but Seller will not be liable to
        Buyer under this  Agreement,  and Buyer hereby  releases Seller from any
        and all  liability  under any such law, for any third party claims which
        are attributable to any environmental condition which:

                 (A) was  described  or referred  to in the Phase I's,  Asbestos
                 Surveys or any Environmental  Assessments obtained or conducted
                 by Buyer;

                 (B) was reasonably discoverable by prudent investigation during
                 the Environmental Due Diligence Period; or

                 (C) was otherwise disclosed by Seller to Buyer or discovered by
                 Buyer at any time prior to the Closing.

        (v) The  above  release  includes  claims  of which  Buyer is  presently
        unaware or which Buyer does not  presently  suspect to exist  which,  if
        known by Buyer,  would materially  affect Buyer's  release(s) to Seller.
        Buyer expressly  waives and relinquishes any and all rights which it may
        have under the provisions of Section 1542 of the California  Civil Code,
        to the extent applicable, which Section reads as follows:

        "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
        KNOW OR  SUSPECT  TO EXIST IN HIS  FAVOR  AT THE TIME OF  EXECUTING  THE
        RELEASE,  WHICH  IF  KNOWN  BY HIM MUST  HAVE  MATERIALLY  AFFECTED  HIS
        SETTLEMENT WITH THE DEBTOR".

        It is understood and agreed that the purchase price has been adjusted by
        prior  negotiations  to reflect  that all of the Subject  Assets and the
        Furniture  Fixtures and  Equipment  are sold by Seller and  purchased by
        Buyer and Buyer is  accepting  assignment  of the Leases  subject to the
        foregoing.  It is not  contemplated  that  the  purchase  price  will be
        increased  if costs to Buyer  associated  with the Subject  Assets,  the
        Furniture Fixtures and Equipment and the Leases

                                      -38-

<PAGE>

        prove to be less than expected nor will the purchase price be reduced if
        the Buyer's plan for the same leads to higher cost protections. The sole
        remedy of the Buyer will be to exercise its rights under Section  4.4(d)
        prior to the end of the Environmental Due Diligence Period.

        Buyer's Initials ______________ Seller's Initials ______________

        4.5 Valuation of the Assets. Buyer agrees that it is relying solely upon
its own judgment,  after such investigation and inspection as it deems necessary
or appropriate,  as to the quality,  condition,  fitness and value of the Assets
and the nature and amount of the  Liabilities,  and Seller hereby  disclaims any
representations  or  warranties  made by  Seller as to their  condition,  value,
nature or amount except those made in Section 5.1 of this Agreement, and subject
to the  provisions  of Section 4.4 of this  Agreement,  which shall  exclusively
govern  the rights and  obligations  of the  parties  with  regard to  Hazardous
Substances.

        4.6 Clearing  Items.  From the Closing  Date and for one hundred  eighty
(180) calendar days thereafter,  items drawn on Transaction  Accounts assumed by
the Buyer may  continue  to be  presented  to the  Seller.  The Seller will make
provisional settlement to the presenting institution and will present such items
to the Buyer within the Seller's  midnight  deadline.  For the first ninety (90)
calendar  days  following  the  Closing  Date,  the  Seller  shall  perform  its
obligations  under the first two sentences of this Section 4.6 at no cost to the
Buyer.  For the remaining  ninety (90) calendar day period,  the Buyer shall pay
the Seller  $0.50 for each item so  processed.  After one hundred  eighty  (180)
calendar days from the Closing  Date,  the Seller shall return to the sender any
items  presented.  Upon timely  presentation to the Buyer, the Buyer will assume
all  responsibility  for such items  (except  for such items which have not been
handled by the Seller in accordance with  applicable law or regulation,  or with
ordinary  care),  including but not limited to  determining  whether to honor or
dishonor such items and giving any required notification for the return of large
items.

        4.7 IRA  Deposits  and Keogh  Accounts.  The Seller will  deliver to the
Buyer,  on the  Closing  Date,  copies of the  Seller's  documents  for each IRA
Deposit and Keogh Account which is included in the Assumed Deposits.  The Seller
will prepare and file all reports to government authorities required to be

                                      -39-



<PAGE>

filed for the period ending on the Closing Date and all prior periods. The Buyer
will be  responsible  for all such  reporting for periods  commencing on the day
after the Closing.

        4.8 Interest  Reporting and  Withholding.  Unless otherwise agreed to by
the parties, the Seller will report to applicable taxing authorities and holders
of Assumed Deposits  transferred on the Closing Date, with respect to the period
from January 1 of the year in which the Closing occurs through and including the
Closing Date, all interest  credited to, withheld from and any early  withdrawal
penalties  imposed  upon the  Assumed  Deposits.  The Buyer  will  report to the
applicable taxing  authorities and holders of Assumed Deposits,  with respect to
all periods from the day after the Closing Date, all such interest  credited to,
withheld  from and any early  withdrawal  penalties  imposed  upon such  Assumed
Deposits.  Any amounts required by any governmental agencies to be withheld from
any of the Assumed  Deposits  through  the Closing  Date will be withheld by the
Seller  in  accordance  with  applicable  law or  appropriate  notice  from  any
governmental agency and will be remitted by the Seller to the appropriate agency
on or prior to the applicable due date. Any such withholding required to be made
subsequent to the Closing Date shall be withheld by the Buyer in accordance with
applicable law or the appropriate  notice from any governmental  agency and will
be remitted by the Buyer to the appropriate agency on or prior to the applicable
due date.  Promptly  after the Closing Date, but in no event later than the date
the Buyer is  obligated  to remit such  amounts to the  applicable  governmental
agency,  the Seller will pay to the Buyer that  portion of any sums  theretofore
withheld by the Seller from any Assumed Deposits transferred on the Closing Date
which  are or may be  required  to be  remitted  by the  Buyer  pursuant  to the
foregoing and shall directly remit to the  applicable  governmental  agency that
portion of any such sums which are required to be remitted by the Seller.

        4.9 Eminent Domain or Taking.  If  proceedings  under a power of eminent
domain relating to a specific Branch or any part thereof (the "Affected Branch")
are commenced  prior to the Closing Date,  Seller will promptly  inform Buyer in
writing.

        (a) If such  proceedings  involve  the  taking  of all of or a  material
interest in the Affected  Branch,  Buyer may elect to terminate  this  Agreement
with respect to such  Affected  Branch by notice in writing sent within ten (10)
calendar days of Seller's written notice to Buyer, in which case neither party

                                      -40-

<PAGE>

will have any further  obligation to or rights against the other with respect to
the Affected  Branch except any rights or  obligations of either party which are
expressly stated to survive termination of this Agreement.

        (b) If the proceedings do not involve the taking of all of or a material
interest in the Affected  Branch,  or if Buyer does not elect to terminate  this
Agreement as to the Affected  Branch,  this  transaction  will be consummated as
described herein, and, subject to the Lease, if any, or other  encumbrances,  if
any,  relating to the  Affected  Branch,  any award or  settlement  payable with
respect to such  proceeding  will be paid or  assigned  to Buyer on the  Closing
Date.

        (c) If the Closing contemplated by this Agreement is not consummated for
any reason,  Buyer will have no claim to any  condemnation  award or  settlement
with respect to the Affected Branch.

        4.10 Damage or  Destruction.  Except as provided in this  Section  4.10,
prior to the Closing Date,  as between  Seller and Buyer the entire risk of loss
or damage by earthquake,  flood, landslide,  fire or other casualty is borne and
assumed by Seller.  If, prior to the Closing Date, any part of the  Improvements
or Leasehold Improvements at a specific Branch (the "Affected  Improvements") is
damaged or destroyed by earthquake,  flood,  landslide,  fire or other casualty,
Seller will promptly inform Buyer of such fact in writing and advise Buyer as to
the extent of the damage and  whether  it is, in  Seller's  reasonable  opinion,
"material".

        (a) If Seller  determines that such damage or destruction is "material",
Buyer has the option to  terminate  this  Agreement  with respect to such Branch
(the  "Affected  Branch") upon written notice to the Seller given not later than
ten (10)  calendar  days  after  receipt  of  Seller's  written  notice to Buyer
advising of such damage or destruction.

        (b) For purposes of this Section 4.10,  "material" shall mean any damage
or  destruction  to the  Affected  Improvements  where  the  cost of  repair  or
replacement  is  estimated  to be (i) in the case of  damage or  destruction  to
Improvements,  more than  twenty-five  (25)  percent of the Market  Value of the
Branch  Real  Estate  and  Improvements,  or  (ii)  in the  case  of  damage  or
destruction to Leasehold Improvements' more than twenty-five (25) percent of the
amount indicated in Section 3.1 and

                                      -41-

<PAGE>

Schedule 3.1 for the Leasehold  Improvements at the Affected Branch  ("Leasehold
Improvements  Value"),  and that in either  case will take more than  sixty (60)
calendar days to repair.

        (c) If this  Agreement  is so  terminated,  neither  party will have any
further  obligation to or rights  against the other with respect to the Affected
Branch  except any rights or  obligations  of either  party which are  expressly
stated to survive termination of this Agreement.

        (d) Subject to the Lease, if any, or other encumbrances,  if any, if the
Buyer does not elect to terminate this Agreement as to the Affected  Branch,  or
if the casualty is not material, Seller shall either (i) reduce the Market Value
of the Branch Real Estate or the  Leasehold  Improvements  Value at the Affected
Branch,  as the case may be,  by the  value  reasonably  estimated  by Seller to
repair or restore the damaged  portion of the  Affected  Improvements,  less any
sums expended by Seller to make emergency  repairs to the Affected  Improvements
or (ii) repair or restore the damaged portion of the Affected Improvements,  and
in  either  case  this  transaction  will  close  pursuant  to the terms of this
Agreement,  and the Buyer  will  accept  the  Affected  Branch as is,  where is,
without recourse, with all faults and with no warranties other than as expressly
provided in Section 5.1 of this  Agreement,  and  subject to the  provisions  of
Section 4.4 of this  Agreement,  which shall  exclusively  govern the rights and
obligations of the parties with regard to Hazardous Substances.

        (e) If the  damage  is not  material,  Seller's  notice  to Buyer of the
damage or destruction will also set forth the reduced Market Value of the Branch
Real Estate or the reduced Leasehold  Improvements Value at the Affected Branch,
as the case may be, and Seller's  allocation of value to the damaged  portion of
the Affected Improvements.  If Buyer does not accept Seller's reduced valuation,
Buyer's  sole  remedy  will be to submit the issue to  arbitration  pursuant  to
Section 9.4 hereof.

        (f)  Whether  or not the  sale of the  Affected  Branch  is  consummated
hereunder, Buyer shall have no rights to insurance claims or proceeds in respect
of damage or destruction  to the Affected  Improvements  occurring  prior to the
Closing Date.

                                      -42-

<PAGE>

                                   ARTICLE 5

                         Representations and Warranties

        5.1 Seller's  Representations and Warranties.  The Seller represents and
warrants  to the Buyer  that,  as of the date of this  Agreement  (or, as to any
information  specified  in a Schedule to have been  compiled as of some  earlier
date, as of such earlier date), and subject to Section 4.4 (a):

        (a) The Seller is a national banking association,  duly organized and in
good standing under the laws of the United States;

        (b) The Seller has the requisite power and authority to execute, deliver
and perform this  Agreement  and to  consummate  the  transactions  contemplated
hereby;  all  corporate  action  necessary  to be taken by or on the part of the
Seller to execute,  deliver and perform this  Agreement  and to  consummate  the
transactions  contemplated  hereby  has been duly and  validly  taken;  and this
Agreement has been duly executed and delivered by, and constitutes the valid and
binding agreement of the Seller, enforceable in accordance with its terms except
as limited  by  bankruptcy,  insolvency,  reorganization,  fraudulent  transfer,
moratorium   and  similar  laws  affecting   creditors   generally  and  by  the
availability of equitable remedies;

        (c) The  execution,  delivery  and  performance  by the  Seller  of this
Agreement  do not,  and  the  consummation  by the  Seller  of the  transactions
contemplated  hereby  will  not,  violate  or  conflict  with  the  articles  of
association  or  bylaws  of the  Seller,  or any  law  or  regulation  currently
applicable to the Seller, or any material agreement or instrument,  or currently
applicable award, order, judgment or decree to which the Seller is a party or by
which it is bound,  or require any filing by the Seller with, or  authorization,
approval,   consent  or  other  action  with  respect  to  the  Seller  by,  any
governmental or regulatory  agency except such as have been made or obtained and
are in full force and effect;

        (d) Schedule 2.2(d) sets forth a list of all material written contracts,
agreements  and other  obligations  known to the Seller to which the Seller is a
signatory which relate to the operation of the Branches (other than those giving
rise to the Assets and the Liabilities),  including without limitation equipment
leases and service and maintenance contracts,

                                      -43-

<PAGE>

consulting  contracts,  agency  agreements and licensing  agreements;  provided,
however,  that equipment leases and service and maintenance  contracts which the
Seller does not believe are assignable are not listed;

        (e) Except as set forth in Schedule 5.1(e):  (i) there is no litigation,
claim, action, suit or proceeding pending which, if adversely determined,  would
adversely  affect  the use of the  Assets  or the  Liabilities;  and (ii) to the
Seller's knowledge,  there is no litigation,  claim,  action, suit or proceeding
threatened by any organization, person, individual or governmental agency which,
if adversely determined, would, individually or in the aggregate, materially and
adversely affect the use of the Assets or the Liabilities;

        (f) The Seller has not in any  manner  whatsoever  paid or agreed to pay
any fee or  commission  to any agent,  broker,  finder or other person for or on
account  of  services  rendered  as a broker or finder in  connection  with this
Agreement or the transactions  covered and contemplated hereby. All negotiations
relating  to this  Agreement  have been  conducted  by the Seller  directly  and
without  the  intervention  of any person in such  manner as to give rise to any
valid claim against the Seller for any brokerage commission or like payment; and

        (g)  Schedule  2.2(e)  contains an  accurate  and  complete  list of all
Leases,  if any.  True and  correct  copies of all  Leases  referred  to in such
Schedule have been provided to Buyer.

        5.2 Buyer's  Representations  and Warranties.  The Buyer  represents and
warrants to the Seller that,  as of the date of this  Agreement,  and subject to
Section 4.4 (a):

        (a) The Buyer is a national banking  association,  duly organized and in
good standing under the laws of the United States;

        (b)  Subject  to the  satisfaction  of any  applicable  governmental  or
regulatory  requirements  referred to in Section  4.2(b) and to approval of this
Agreement and the  transactions  contemplated  hereby by the  requisite  vote or
consent of the holders of  outstanding  securities of the Buyer if such approval
is required by applicable law,  contract,  the Buyer's Articles of Incorporation
or Bylaws,  or  otherwise,  the Buyer has the  requisite  power and authority to
execute,  deliver and perform this Agreement and to consummate the  transactions
contemplated

                                      -44-

<PAGE>

hereby; all acts and other proceedings required to be taken by or on the part of
the Buyer to execute,  deliver and perform this  Agreement and to consummate the
transactions  contemplated  hereby  have been duly and validly  taken;  and this
Agreement has been duly executed and delivered by, and constitutes the valid and
binding agreement of, the Buyer, enforceable in accordance with its terms except
as limited  by  bankruptcy,  insolvency,  reorganization,  fraudulent  transfer,
moratorium   and  similar  laws  affecting   creditors   generally  and  by  the
availability of equitable remedies;

        (c)  Subject  to the  satisfaction  of any  applicable  governmental  or
regulatory  requirements referred to in Section 4.2(b), the execution,  delivery
and  performance by the Buyer of this Agreement do not, and the  consummation by
the Buyer of the transactions  contemplated hereby will not, violate or conflict
with the  articles  of  incorporation  or  bylaws  of the  Buyer,  or any law or
regulation  currently  applicable  to the Buyer,  or any  material  agreement or
instrument, or currently applicable order, judgment or decree to which the Buyer
is a party or by which it is bound or  require  any  prior  filing  by the Buyer
with, or  authorization,  approval,  consent or other action with respect to the
Buyer by, any governmental or regulatory agency except such as have been made or
obtained  and are in full  force and effect or will be made or  obtained  and in
full force and effect as of the Closing;

        (d)  There  are no  actions,  suits or  proceedings  pending  or, to the
knowledge of the Buyer,  threatened  against or affecting,  the Buyer, which may
cause a material adverse change in the Buyer's business or financial condition;

        (e) The Buyer has not paid or agreed to pay any fee or commission to any
agent, broker,  finder or other person for or on account of services rendered as
a broker or finder in connection with this Agreement or the transactions covered
and contemplated  hereby. All negotiations  relating to this Agreement have been
conducted by the Buyer  directly and without the  intervention  of any person in
such  manner as to give rise to any  valid  claim  against  the  Seller  for any
brokerage commission or like payment;

        (f) The  Buyer has not  received  written  notice  from any  federal  or
California  governmental or regulatory agency indicating that it would oppose or
not grant or issue its

                                      -45-

<PAGE>

consent or approval, if required, with respect to the transactions  contemplated
by this Agreement;

        (g) The Buyer  satisfies each and all of the standards and  requirements
lawfully  within the control of the Buyer of which it is aware  (and,  as of the
Closing  Date,  will  satisfy  each and all of the  standards  and  requirements
lawfully within the control of the Buyer) imposed as a condition to obtaining or
necessary  to comply  with and in order to  obtain  any of the  governmental  or
regulatory approvals referred to in Section 4.2(b) of this Agreement;

        (h) At the time of the most  recent  regulatory  evaluation  of  Buyer's
performance under the Community  Reinvestment Act (the "CRA"), Buyer's record of
performance was deemed to be "outstanding" or "satisfactory", and no proceedings
are pending or to the  knowledge  of Buyer,  threatened,  that would result in a
change in such  evaluation.  Buyer has not received any adverse public  comments
with respect to its  compliance  under the CRA since the date of its most recent
regulatory evaluation of its performance under the CRA;

        (i) The Buyer has  available  sufficient  cash or other liquid assets or
financing  pursuant to binding  agreements or  commitments  which may be used to
fund the  transactions  contemplated  hereby and its ability to consummate  such
transactions is not contingent on raising any equity capital, obtaining specific
financing therefor, consent of any lender or any other matter; and

        (j) Buyer  acknowledges  and is aware of the disclosures  made by Seller
with respect to the Branch Real Estate and set forth in Schedule 5.2(j) attached
hereto.

                                   ARTICLE 6

                                 Understandings

        Buyer and Seller understand and agree as follows:

        6.1 Depositors'  Rights.  The Buyer and the Seller  understand and agree
that  all  transfers  to the  Buyer  of  Assumed  Deposits  are  subject  to the
individual  depositors'  continuing rights to withdraw,  and the Seller makes no
representation or warranty to the Buyer concerning the continuing maintenance of
such deposits at the Branches.

                                      -46-

<PAGE>

        6.2  Unclaimed  Property.  With respect to safe deposit  boxes that have
been opened by the Seller and whose contents have been inventoried and are being
held by the Seller in  safekeeping  in  preparation  for escheat to the State of
California,  the Seller shall remove any and all such contents from the Branches
prior to the Closing Date.

        6.3 Head Office  Accounts.  Schedule 6.3 sets forth certain  Accounts at
the Branches which have been designated by the Seller as "Head Office Accounts."
The Buyer and the Seller  understand  and agree that the Seller may remove  from
the  Branches  prior to the Closing  Date any and all Head Office  Accounts  and
deposits of the types  described in the proviso in Section  2.3(a) (iii) and any
Head Office  Accounts and any such  deposits so removed shall not be included in
the Assumed Deposits.

        6.4 Limitation of Warranties.  Except as may be expressly represented or
warranted  by  Seller in  Section  5.1 of this  Agreement,  and  subject  to the
provisions of Section 4.4 of this Agreement which shall  exclusively  govern the
rights and  obligations  of the  parties  with regard to  Hazardous  Substances,
Seller makes no representation or warranty  whatsoever with regard to any Asset,
any  Liability or the business or  operation  of any of the  Branches,  it being
expressly  understood that such Assets and Liabilities are being  transferred AS
IS, WHERE IS,  WITHOUT  RECOURSE,  WITH ALL FAULTS AND WITH NO WARRANTIES  OTHER
THAN AS EXPRESSLY  PROVIDED IN SECTION 5.1 OF THIS AGREEMENT.  Buyer agrees that
it is  relying  solely  upon its own  judgment,  after  such  investigation  and
inspection as it deems necessary or appropriate,  as to the quality,  condition,
fitness  and value of the Assets  and the nature and amount of the  Liabilities,
and Seller hereby disclaims any  representations or warranties made by Seller as
to their condition,  value, nature or amount except those made in Section 5.1 of
this Agreement,  subject to Section 4.4 of this Agreement.  Notwithstanding  any
other  provision of this Agreement,  Buyer and Seller  understand and agree that
Seller is making,  and shall make, no representations or warranties with respect
to title to the Branch Real Estate  other than those,  if any,  contained in the
grant deed the form of which is attached hereto as Schedule 2.2(b) (i) (A).

                                      -47-

<PAGE>

                                   ARTICLE 7

                           Conditions to the Closing

        7.1 Seller's Conditions. The obligations of the Seller to consummate the
Closing  shall be subject to the  satisfaction  at or prior to Closing of all of
the following conditions, any one or more of which may be waived, in whole or in
part, by the Seller:

        (a) The Buyer shall have complied in all material  respects with each of
its covenants and agreements contained herein to be performed at or prior to the
Closing Date,  and each of the  representations  and  warranties of the Buyer in
Section 5.2 hereof shall be true and correct in all material respects as if made
at and as of the Closing;

        (b) The Buyer shall have  delivered to the Seller a duly  authorized and
signed officer's certificate, dated as of the Closing Date, certifying as to the
matters  specified in Section  7.1(a),  and further that (i) the methodology and
accounting  procedures  used by the Seller in  preparing  the Closing  Financial
Statement  have been  reviewed  and are  acceptable  to the Buyer,  and (ii) the
Buyer,  to and  including the Closing  Date,  has  performed  such review of the
books,  records,  files,  documentation  and  accounts of the Branches as it has
deemed appropriate;

        (c) As to the Branch, there shall have been given, obtained or satisfied
in final form any notice,  approval,  permit or other  requirement of law or any
competent governmental or regulatory authority that is necessary to proceed with
the Closing,  including without  limitation such approvals as may be required of
any California or federal bank or other financial institution  regulatory agency
and any other entity or entities having  jurisdiction over the Branch, the Buyer
or the Seller, and no such agency or entity shall, in connection therewith, have
imposed any  condition or  requirement  that would result in a material  adverse
effect on the  business  or  prospects  of the Branch or the  Seller,  or on the
consummation of the transactions contemplated hereby; and

        (d) There shall not be in effect any nonappealable  final order,  decree
or judgment of any court or governmental body having competent jurisdiction that
would be violated by consummation of the transactions  contemplated  hereby, nor
any

                                      -48-

<PAGE>

material pending or threatened action, proceeding or investigation,  the adverse
determination of which would result in such order, decree or judgment; provided,
that in the case of such material  pending or threatened  action,  proceeding or
investigation,  neither party shall decline to proceed with the Closing  pending
final resolution  thereof without  exercising its reasonable efforts promptly to
determine  jointly with the other party the merit thereof and the  likelihood of
an adverse determination in such proceeding; and

        (e) This Agreement and the transactions  contemplated  hereby shall have
been  approved by the  requisite  vote or consent of the holders of  outstanding
securities  of the  Buyer  if such  approval  is  required  by  applicable  law,
contract, the Buyer's Articles of Incorporation or Bylaws, or otherwise.

        7.2 Buyer's  Conditions.  The obligations of the Buyer to consummate the
Closing  shall be subject to the  satisfaction  at or prior to Closing of all of
the following conditions, any one or more of which may be waived, in whole or in
part, by the Buyer:

        (a) The Seller shall have complied in all material respects with each of
its covenants and  agreements  herein to be performed at or prior to the Closing
Date and each of the  representations  and warranties of the Seller contained in
this  Agreement  and the  Schedules  shall be true and  correct in all  material
respects  as if made at and as of Closing  except to the extent of changes  that
have  occurred  prior to Closing  that are  consistent  with the  provisions  of
Section 2.3(a);

        (b) The Seller shall have  delivered to the Buyer a duly  authorized and
signed officer's certificate,  dated as of the Closing Date, certifying that (i)
the representations and warranties of the Seller contained in this Agreement and
the Schedules  are true and correct as of the Closing Date,  and (ii) the Seller
has complied in all material  respects with each of its covenants and agreements
herein to be performed at or prior to the Closing Date;

        (c) As to the Branch, there shall have been given, obtained or satisfied
in final form any notice,  approval,  permit or other  requirement of law or any
competent governmental or regulatory authority that is necessary to proceed with
the Closing,  including without  limitation such approvals as may be required of
any California or federal bank

                                      -49-

<PAGE>

or other  financial  institution  regulatory  agency  and any  other  entity  or
entities having  jurisdiction over the Branch,  the Buyer or the Seller,  and no
such agency or entity shall, in connection therewith, have imposed any condition
or requirement that would result in a material adverse effect on the business or
prospects of the Branch or the Buyer, or on the consummation of the transactions
contemplated hereby; and

        (d) There shall not be in effect any nonappealable  final order,  decree
or judgment of any court or governmental body having competent jurisdiction that
would be violated by consummation of the transactions  contemplated  hereby, nor
any pending or  threatened  action,  proceeding  or  investigation,  the adverse
determination of which would result in such order, decree or judgment; provided,
that  in  the  case  of  such  pending  or  threatened  action,   proceeding  or
investigation,  neither party shall decline to proceed with the Closing  pending
final resolution  thereof without  exercising its reasonable efforts promptly to
determine  jointly with the other party the merit thereof and the  likelihood of
an adverse determination in such proceeding.

        Notwithstanding  any other  provision  of this  Agreement,  in the event
that,  at the Closing,  there shall be a failure of any  condition  specified in
this Section 7.2 or elsewhere in this Agreement,  including  without  limitation
any failure of condition  specified in Section 2.2(d),  2.2(e), 4.3, 4.4, 4.9 or
4.10 to the  obligations  of the  Buyer in  respect  of the  acquisition  of any
specific  Branch or  Branches,  the Buyer  nevertheless  shall be  obligated  to
consummate  the  transactions  contemplated  by this  Agreement upon the Closing
Date,  and the Seller may,  upon written  notice to the Buyer,  exclude from the
Closing  the Branch or  Branches  in respect of which the  failure of  condition
shall  exist,  in  which  case,  appropriate  adjustment  shall  be  made in the
consideration payable pursuant to Article 3, the Schedules hereto, the Financial
Statements and the other documents to be delivered pursuant hereto so as to duly
reflect the deletion of such Branch or Branches from the Closing.

                                      -50-

<PAGE>

                                   ARTICLE 8

                                  Termination

        8.1 Events of Termination.  This Agreement may be terminated at any time
prior to Closing:

        (a) By the mutual written agreement of the Seller and the Buyer;

        (b) By the Seller or by the Buyer in the event that the  Closing has not
occurred on or before the date indicated in the third proviso in Section 2.2(a),
or such other date as the Seller and the Buyer shall  agree in  writing,  unless
the failure to so consummate  by such time is due to a breach of this  Agreement
by the party seeking to terminate;

        (c) By the Seller or by the Buyer if  consummation  of the  transactions
contemplated  hereby would  violate any  nonappealable  final  order,  decree or
judgment of any court or governmental body having competent jurisdiction; and

        (d) By the Seller or the Buyer, in the event of a material breach by the
other of any representation, warranty or agreement contained herein which is not
cured or cannot be cured within thirty (30)  calendar days after written  notice
of such  termination  has  been  delivered  to the  breaching  party;  provided,
however,  that (i) termination pursuant to this Section 8.1(d) shall not relieve
the  breaching  party of liability  for such breach or  otherwise  and (ii) this
Section 8.1 (d) shall not under any circumstances provide the Buyer with a basis
for  termination  due to any  actual or alleged  breach  relating  to  Hazardous
Substances,  Buyer's sole  remedies with respect to Hazardous  Substances  being
contained in Section 4.4.

        Any party desiring to terminate  this  Agreement  pursuant to any of the
foregoing  clauses shall give written  notice of such  termination  to the other
party.

        8.2  Liability  for  Termination.  If this  Agreement is  terminated  as
permitted by Section 8.1, except as provided in Section 8.1(d), such termination
shall be  without  liability  of  either  party (or any  shareholder,  director,
officer,  employee,  agent,  consultant or  representative of such party) to the
other party to this Agreement, except that, subject to Section 4.4,

                                      -51-

<PAGE>

if such termination  shall result from the willful failure of a party to fulfill
a  condition  to the  performance  of the  obligations  of the other party or to
perform a covenant  of this  Agreement  or from a willful  misrepresentation  or
breach of a warranty,  covenant or  agreement  hereunder by either party to this
Agreement,  such party shall be fully liable for any and all damages,  costs and
expenses (including,  but not limited to, reasonable  attorney's fees) sustained
or incurred by the other party as a result of such failure or breach.

                                   ARTICLE 9

                           Survival, Indemnification

        9.1 Survival. The covenants, agreements,  representations and warranties
of the parties  hereto made,  contained  in or to be performed  pursuant to this
Agreement, the Schedules hereto or the officers' certificates delivered pursuant
hereto or in connection  herewith shall survive Closing and remain operative and
in full force and effect until the first anniversary of the Closing Date, except
for the provisions of Sections 2.4, 3.2(h),  4.4(e) (ii), 10.1 and 11.11,  which
shall survive such first anniversary.  Notwithstanding  the preceding  sentence,
any covenant, agreement,  representation,  warranty or claim in respect of which
indemnity  may be sought  under  Sections  9.2 or 9.3 shall  survive the time at
which it would otherwise  terminate pursuant to the preceding sentence if notice
of the claim,  inaccuracy or breach giving rise to such right to indemnity shall
have been given to the party against whom such  indemnity may be sought prior to
such time.  After  Closing,  the sole and exclusive  remedy of the Buyer and the
Seller for any breach of any covenant or agreement or any inaccuracy of any such
representation  or warranty by the Seller or the Buyer shall be the  indemnities
contained in Sections 9.2 and 9.3,  respectively,  which shall survive  Closing,
provided however,  that the provisions of Section 4.4 shall  exclusively  govern
the rights and  obligations  of the  Seller and Buyer with  regard to  Hazardous
Substances.

        9.2 Seller's Indemnity.  Subject to the proviso in the final sentence of
Section 9.1, the Seller hereby  indemnifies the Buyer against and agrees to hold
it harmless from any and all damage,  loss,  liability  and expense  (including,
without limitation, reasonable expenses of investigation and attorney's fees and
expenses in connection with any action,  suit or proceeding  brought against the
Buyer) demanded, claimed or

                                      -52-

<PAGE>

threatened  in writing  against  the Buyer or  incurred or suffered by the Buyer
arising out of (i) any action  taken or omitted to be taken by the Seller  prior
to the Closing  relating to the  ownership or operation of the Branches or their
business  and  properties  prior to Closing,  but  excluding  any damage,  loss,
liability or expense  resulting  from actions taken by the Seller at the written
direction  of the Buyer or  resulting  from  defects in title to the Branch Real
Estate; (ii) any misrepresentation or breach of warranty,  covenant or agreement
made,  contained in or to be performed by the Seller pursuant to this Agreement,
the Schedules hereto or the Seller's officer's certificate;  and (iii) any claim
or demand by any Branch  employee of the Seller who shall not become an employee
of the Buyer  (except  as may be the  result of any  action or  inaction  of the
Buyer).  Any direct claim by the Buyer against the Seller, as distinguished from
a claim  against  the Buyer by a third  party,  shall be settled by  arbitration
pursuant to Section  9.4.  The Seller shall not be liable under this Section 9.2
for any  settlement  effected  without its consent  (which  consent shall not be
unreasonably  withheld) of any claim,  litigation  or  proceeding  in respect of
which indemnity may be sought hereunder.  The Buyer agrees to give prompt notice
to the Seller of the assertion of any claim,  or the  commencement  of any suit,
action or proceeding in respect of which indemnity may be sought hereunder.  The
Seller may,  and at the request of the Buyer shall,  participate  in and control
the defense of any such suit, action or proceeding at its own expense.

        9.3 Buyers  Indemnity.  Subject to the proviso in the final  sentence of
Section 9.1, the Buyer hereby  indemnifies the Seller against and agrees to hold
it harmless from any and all damage,  loss,  liability  and expense  (including,
without limitation, reasonable expenses of investigation and attorney's fees and
expenses in connection with any action,  suit or proceeding  brought against the
Seller)  demanded,  claimed  or  threatened  in  writing  against  the Seller or
incurred or suffered by the Seller  arising out of (i) ownership or operation of
the Branches or their business and properties on and after Closing (except as to
such damage,  liability,  loss or expense  resulting  from actions  taken by the
Buyer at the written direction of the Seller); and (ii) any misrepresentation or
breach of warranty,  covenant or agreement made, contained in or to be performed
by the Buyer  pursuant to this  Agreement,  the Schedules  hereto or the Buyer's
officers  certificate.  Any direct  claim by the Seller  against  the Buyer,  as
distinguished from a claim against the Seller by a third party, shall be settled
by arbitration

                                      -53-

<PAGE>

pursuant to Section  9.4.  The Buyer shall not be liable  under this Section 9.3
for any  settlement  effected  without its consent  (which  consent shall not be
unreasonably  withheld) of any claim,  litigation  or  proceeding  in respect of
which indemnity may be sought hereunder. The Seller agrees to give prompt notice
to the Buyer of the  assertion of any claim,  or the  commencement  of any suit,
action or proceeding in respect of which indemnity may be sought hereunder.  The
Buyer may, and at the request of the Seller  shall,  participate  in and control
the defense of any such suit, action or proceeding at its own expense.

        9.4 Arbitration of Disputes. (A) ANY CONTROVERSY OR CLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY AGREEMENTS OR INSTRUMENTS  RELATING  HERETO
OR DELIVERED IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO A CLAIM BASED
ON OR  ARISING  FROM AN  ALLEGED  TORT WILL,  AT THE  REQUEST  OF ANY PARTY,  BE
DETERMINED BY  ARBITRATION  IN ACCORDANCE  WITH THE FEDERAL  ARBITRATION  ACT (9
U.S.C.  SECTION  1 ET  SEQ.)  UNDER  THE  AUSPICES  AND  RULES  OF THE  AMERICAN
ARBITRATION  ASSOCIATION  ("AAA").  THE AAA WILL BE INSTRUCTED BY EITHER OR BOTH
PARTIES TO PREPARE A LIST OF THREE (3) JUDGES WHO HAVE RETIRED FROM THE SUPERIOR
COURT OF THE  STATE OF  CALIFORNIA,  A HIGHER  CALIFORNIA  COURT OR ANY  FEDERAL
COURT.  WITHIN TEN (10)  CALENDAR  DAYS OF  RECEIPT OF THE LIST,  EACH PARTY MAY
STRIKE ONE (l) NAME FROM THE LIST. THE AAA WILL THEN APPOINT THE ARBITRATOR FROM
THE NAME(S)  REMAINING  ON THE LIST.  THE  ARBITRATION  WILL BE CONDUCTED IN SAN
FRANCISCO,  LOS ANGELES OR SAN DIEGO, WHICHEVER IS THE CLOSEST CITY TO THE NEXUS
OF THE  DISPUTE.  ANY  CONTROVERSY  IN  INTERPRETATION  OR  ENFORCEMENT  OF THIS
PROVISION  OR  WHETHER  A  DISPUTE  IS  ARBITRABLE,  WILL BE  DETERMINED  BY THE
ARBITRATOR. JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN
ANY COURT HAVING JURISDICTION.  THE INSTITUTION AND MAINTENANCE OF AN ACTION FOR
JUDICIAL  RELIEF OR IN PURSUIT OF AN  ANCILLARY  REMEDY  DOES NOT  CONSTITUTE  A
WAIVER  OF THE RIGHT OF ANY  PARTY,  INCLUDING  THE  PLAINTIFF,  TO  SUBMIT  THE
CONTROVERSY OR CLAIM TO ARBITRATION.

        (B) IN ANY  ARBITRATION  PROCEEDING,  THE  ARBITRATOR  IS  AUTHORIZED TO
APPORTION COSTS AND EXPENSES, INCLUDING INVESTIGATION, LEGAL AND OTHER EXPENSES,
WHICH WILL INCLUDE, IF APPLICABLE,  A REASONABLE ESTIMATE OF ALLOCATED COSTS AND
EXPENSE OF IN-HOUSE  LEGAL COUNSEL AND LEGAL STAFF.  SUCH COSTS AND EXPENSES ARE
TO BE  AWARDED  ONLY AFTER THE  CONCLUSION  OF THE  ARBITRATION  AND WILL NOT BE
ADVANCED DURING THE COURSE OF SUCH ARBITRATION.

                                      -54-

<PAGE>

NOTICE:  BY  INITIALING  IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE
ARISING OUT OF THE MATTERS INCLUDED IN THE  "ARBITRATION"  PROVISION  DECIDED BY
NEUTRAL  ARBITRATION  AS  PROVIDED BY  CALIFORNIA  LAW AND YOU ARE GIVING UP ANY
RIGHTS YOU MIGHT  POSSESS TO HAVE THE  DISPUTE  LITIGATED  IN A COURT OR BY JURY
TRIAL.  BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL  RIGHTS
TO  DISCOVERY  AND APPEAL  UNLESS SUCH RIGHTS ARE  SPECIFICALLY  INCLUDED IN THE
"ARBITRATION  OF  DISPUTES"  PROVISION.  IF YOU REFUSE TO SUBMIT TO  ARBITRATION
AFTER AGREEING TO THIS  PROVISION,  YOU MAY BE COMPELLED TO ARBITRATE  UNDER THE
AUTHORITY OF THE  CALIFORNIA  CODE OF CIVIL  PROCEDURE.  YOUR  AGREEMENT TO THIS
ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT  DISPUTES  ARISING
OUT OF THE MATTERS  INCLUDED  IN THE  "ARBITRATION  OF  DISPUTES"  PROVISION  TO
NEUTRAL ARBITRATION.

        BUYER'S INITIALS ________________ SELLER'S INITIALS _______________

        9.5  Limit on  Indemnities.  (a)  Notwithstanding  any  other  provision
hereof,  an indemnifying  party shall not be liable under this Article 9 for any
losses  sustained by the  indemnified  party with respect to a Branch unless and
until the aggregate amount of all such losses sustained by the indemnified party
with  respect to that Branch  (including  any amount for which the  indemnifying
party may become  liable to provide  indemnification  pursuant to Section  4.4),
shall exceed $25,000, in which event the indemnifying party shall be liable only
for such losses in excess of $25,000 (it being the intention of the parties that
losses  sustained  by a party with  respect to one Branch  shall not be combined
with losses  sustained  with  respect to another  Branch to satisfy such minimum
$25,000 amount). The minimum $25,000 amount shall not apply to amounts which one
party may be required  to pay to the other  under  Sections  2.4,  3.2,  4.1(g),
4.1(h),  4.6  and  10.1 of this  Agreement  or  other  provisions  dealing  with
customary  and  foreseeable  post-closing  adjustments.  In no event  shall  the
aggregate  losses  for which the Seller  may be liable  under this  Article 9 or
Section 4.4 or any other basis exceed the amount of the Initial Base Amount.  IN
ADDITION,  THE INDEMNIFYING PARTY SHALL HAVE NO OBLIGATIONS UNDER THIS AGREEMENT
FOR ANY  CONSEQUENTIAL  LIABILITY,  DAMAGE OR LOSS OF THE INDEMNIFIED PARTY THAT
THE INDEMNIFIED PARTY MAY SUFFER.

        (b) Each  party's  right to  indemnification  under this Article 9 shall
preclude any other monetary award (whether at

                                      -55-

<PAGE>

law or in equity) and shall preclude assertion by such party of any right to any
such monetary award from the indemnifying party.

                                   ARTICLE 10

                                     Taxes

        10.1  Obligations of the Buyer and the Seller.  The Buyer and the Seller
shall each assume and pay one-half of the  following:  any  documentary,  stamp,
deed,  sales,  use or other  transfer  taxes,  recording  fees and  escrow  fees
relating to the sale of the Assets and assumption of the Liabilities,  including
but not limited to the  assignment of the Leases.  On the Closing Date, all real
and personal  property  taxes and current  installments  of special  assessments
levied or assessed with respect to the Branch Real Estate, the Improvements, the
Leasehold  Improvements  and the  Furniture,  Fixtures  and  Equipment  shall be
prorated  between  the Seller and the Buyer on a daily  basis as of the  Closing
Date based upon the fiscal year of the appropriate taxing authority.

        10.2 Access to Information.  For the applicable  period required by law,
the Seller and the Buyer shall have a right to have access to and to copy all of
the records of the other party  relevant to the Assets and the  Liabilities  and
necessary  for the  preparation  of income tax  returns,  employee  tax returns,
employee reports,  employee benefits calculations,  and for customary accounting
functions and other similar bona fide purposes.  Additionally, the Buyer and the
Seller each agree to make available to the other party, at reasonable  times and
upon  reasonable  advance notice,  relevant  records and personnel in connection
with an  investigation  or the  preparation  of or  participation  in a defense,
negotiation  or  settlement  relating  to any  pending,  future,  or  threatened
litigation or government agency proceeding (including a tax audit) involving the
conduct or interest of such other party.

        10.3  Allocation  of  Consideration.  The Buyer and the Seller shall use
reasonable  efforts to  allocate  the  consideration  payable  hereunder  at the
Closing among the Assets, tangible and intangible, on the basis of an allocation
(the  "Allocation")  to be agreed upon by the Buyer and the Seller  prior to the
Closing.

                                      -56-

<PAGE>

                                   ARTICLE 11

                                 Miscellaneous

        11.1 Public  Notice.  All written  notices to third  parties,  including
customers of the Branches, all oral or written notices or general communications
to employees of the Branches,  and all public  announcements  and press releases
concerning the transactions contemplated by this Agreement made prior to Closing
shall be jointly  planned and  coordinated by the Buyer and the Seller.  Neither
party shall act  unilaterally  in this regard  without the prior approval of the
other  party,  which shall not be  unreasonably  withheld or delayed;  provided,
however,  that in the  event  that a party  reasonably  concludes  that a public
announcement  or release is required by  applicable  law and the parties  cannot
reach  agreement upon a mutually  acceptable  release,  the party  releasing the
information,  announcement  or  public  statement  shall  not be deemed to be in
breach of this Agreement.

        11.2 Assignment. Neither party shall assign this Agreement or any of its
rights, duties or obligations hereunder without the prior written consent of the
other party.

        11.3  Notices.  Notices and legal  process to be  delivered to or served
upon either party  hereto shall be deemed to have been duly  delivered or served
when  delivered  in written  form by hand or by  telegraph,  telex or  facsimile
transmission,  or the day after  being sent from within the  continental  United
States by overnight  delivery or courier  service,  or three (3)  calendar  days
after  posting  by  registered  mail  or  certified  mail  with  return  receipt
requested, to the parties hereto at the following addresses:

        If to the Seller:

               BankAmerica Corporation
               Corporate Development Department #13262
               315 Montgomery Street, Suite 1300
               San Francisco, CA 94104
               Attention: Director of Corporate Development
               Fax: (415) 953-0390

                                      -57-

<PAGE>

        With copies to:

               Bank of America NT&SA
               Legal Department #3017
               555 California Street, 8th Floor
               San Francisco, CA 94104
               Attention: Legal Department - Corporate Advice
               Fax: (415) 622-6291

               And to:

               William J. Moran, Esq.
               400 Davey Glen Road, Suite 4701
               Belmont, CA 94002
               Fax: (415) 593-0343

        If to the Buyer:

               First National Bank of Central California
               307 Main Street
               Salinas, CA 93902-1786
               Attention: Dennis A. DeCius,
                          Executive Vice President and Chief
                          Financial Officer
               Fax: (408) 757-5061

               And to:

               First National Bank of Central California
               307 Main Street
               Salinas, CA 93902-1786
               Attention: Edward J. Czajka,
                          Vice President and Controller
               Fax: (408) 757-5061

                                      -58-

<PAGE>

or to such  other  authorized  agent or address  as either  party may  hereafter
select by written notice to the other party.

        11.4 Time. Time shall be of the essence for all purposes  connected with
this Agreement.

        11.5 Expenses.  Except as otherwise expressly provided herein, the Buyer
and the  Seller  shall  each bear its own  out-of-pocket  expenses  incurred  in
connection with the transactions contemplated by this Agreement.

        11.6  Communications.  If for any reason any payment or communication to
which one party is entitled is received by the other party hereto, the receiving
party shall promptly forward such payment or communication to the other party.

        11.7 Entire Agreement.  This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings,  except  that  certain  Confidentiality  Agreement  between  the
parties  hereto  which was  executed  by the  Seller  as of March 24,  1997 (the
"Confidentiality Agreement"),  relating to the subject matter of this Agreement.
The  Confidentiality  Agreement shall survive, in accordance with its own terms,
the execution, delivery and performance of this Agreement.

        11.8 Amendment.  Neither this Agreement nor any provision  hereof may be
changed,  waived,  discharged or  terminated  orally.  Any such change,  waiver,
discharge or termination may be effected only by an instrument in writing signed
by the party  against which  enforcement  of such change,  waiver,  discharge or
termination is sought.

        11.9 Governing Law,  Severability.  This Agreement  shall be governed by
and construed in accordance with the laws of the State of California. If any one
or more of the provisions of this  Agreement  shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability  shall not affect any other  provision of this  Agreement,  and
this Agreement shall be construed as if such invalid,  illegal or  unenforceable
provision were not contained herein.

        11.10  Waiver.  No delay or  omission to  exercise  any right,  power or
remedy  accruing to either party upon any breach or default under this Agreement
shall impair any such right, power

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<PAGE>

or remedy of such party,  nor shall it be  construed  to be a waiver of any such
breach or default,  or an  acquiescence  therein,  or in any  similar  breach or
default  thereafter  occurring;  nor shall any  waiver of any  single  breach or
default  be deemed a waiver  of any  other  breach  of  default  theretofore  or
thereafter  occurring.  Any waiver,  permit,  consent or approval or any kind or
character of any breach or default  under this  Agreement,  or any waiver of any
provision  or  condition  of this  Agreement,  must be in  writing  and shall be
effective only to the extent specifically set forth in such writing.  All rights
and remedies,  either under this Agreement or by law or otherwise  afforded to a
party, shall be cumulative and not alternative.

        11.11  Confidentiality.  The Buyer and its  representatives,  agents and
designees  shall  keep  confidential  and shall not  disclose  to any  person or
entity,  without  Seller's  prior  written  consent:  the amount of the Purchase
Premium,  the fact that  confidential  information  has been made  available  to
Buyer, the existence of this Agreement or any of the terms or conditions hereof,
the status of the transactions  contemplated hereby, all information  concerning
the books,  records,  accounts  and  documents  of Seller to which it has access
under this  Agreement  and any  information  developed  in  connection  with any
Environmental  Assessments  that are  performed  by or on  behalf  of the  Buyer
(including  without  limitation  any reports or sampling  results and analysis).
These  restrictions,  however,  shall not apply to any such information (i) that
becomes  public  knowledge  through no fault,  act or  omission  of Buyer or its
representatives,  agents  or  designees  (for  purposes  of this  Section  11.11
collectively the "Buyer"),  (ii) that Buyer lawfully acquires from an entity not
under an obligation of  confidentiality  to Seller,  (iii) that is independently
developed  by Buyer,  or (iv) where the Buyer is legally  compelled  to disclose
such  information,  provided  that the Seller is provided  with advance  written
notice of the  intention of Buyer to disclose to allow the Seller to contest the
proposed  disclosure  before any court or agency with  jurisdiction  unless such
notice  impedes  a duty  or  obligation  of the  Buyer  under  applicable  laws,
regulations or legal  requirements to timely report such  information,  in which
event Buyer shall concurrently advise Seller of Buyer's  disclosure.  In case of
any actual or purported inconsistency or conflict between the provisions of this
Agreement and the  provisions of the  Confidentiality  Agreement with respect to
obligations of the Buyer to maintain confidentiality as to any information,

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<PAGE>

the provisions  which impose a higher standard of  confidentiality  on the Buyer
with respect to such  information  shall control and govern as to such actual or
purported inconsistency or conflict.

        11.12 Third Party  Rights.  Other than the  provisions  of Section  2.4,
nothing contained in this Agreement,  whether express or implied, is intended to
(i) confer any rights or remedies upon any persons other than the parties hereto
and their  respective  successors  and assigns,  (ii)  relieve or discharge  the
obligations  or  liabilities  of any  third  person  to  either  party  to  this
Agreement,  or (iii) give any third  person any right of  subrogation  or action
over either party to this Agreement.

        11.13  Headings.  The  headings  and  captions  used  herein  and in the
Schedules are included for purposes of  convenience  of reference only and shall
not limit or define the meaning of any provisions of this Agreement.

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<PAGE>

      11.14  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which shall be deemed to be an original  instrument,  but
all of which together shall consitute one and the same instrument.

        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
executed by their duly  authorized  officers or  representatives  as of the date
first above written.

                    SELLER:

                    BANK OF AMERICA NATIONAL TRUST AND
                    SAVINGS ASSOCIATION

                    By /s/ Brian A. Dunne
                      ---------------------------------
                         Brian A. Dunne

                         Its Vice President





                    BUYER:

                    FIRST NATIONAL BANK OF CENTRAL
                    CALIFORNIA

                    By /s/ Dennis A. DeCius
                      ---------------------------------
                         Dennis A. DeCius,

                         Its Executive Vice President
                         and Chief Financial Officer

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