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                                                                   Exhibit 10.20


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                        PURCHASE AND ASSUMPTION AGREEMENT

                                   dated as of

                                October 15, 1996

                                     between

                             WELLS FARGO BANK, N.A.

                                       and

                           FIRST PACIFIC NATIONAL BANK
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                                List of Schedules

Schedule 1.1(a)     Assumed Severance Obligations
Schedule 1.1(b)     Branches/Real Properties
Schedule 3.6(a)     Form of California Grant Deed
Schedule 3.6(b)     Form of Bill of Sale
Schedule 3.6(c)     Form of Assignment and Assumption Agreement
Schedule 3.6(d)     Form of Assignment of Lease and Assumption
Schedule 3.6(e)     Form of Landlord Consent
Schedule 3.6(g)     Form of Certificate of Officer, Wells Fargo Bank, National
                    Association
Schedule 3.7(d)     Form of Certificate of Officer [Purchaser]
Schedule 5.4        Tenant Leases
Schedule 5.6        Litigation and Undisclosed Liabilities
Schedule 5.16       Environmental Matters
Schedule 8.1        Outstanding Tax Liabilities
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         This PURCHASE AND ASSUMPTION AGREEMENT, dated as of this 15th day of
October, 1996 (this "Agreement"), is by and between Wells Fargo Bank, N.A.
("Seller") and First Pacific National Bank ("Purchaser").

                                    RECITALS

         A. Seller. As of the date hereof, Seller is a national banking
association, organized under the laws of the United States, with its principal
office located in San Francisco, California.

         B. Purchaser. Purchaser is a National Banking Association, organized
under the laws of the United States, with its principal office located in
Escondido, California.

         C. Purchaser desires to acquire from Seller, and Seller desires to
transfer to Purchaser, certain banking premises and certain deposits and deposit
related loans associated therewith, located in the State of California, all in
accordance with and subject to the terms and conditions of this Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises and obligations set forth herein, the parties agree as follows:


                                    ARTICLE 1
                               CERTAIN DEFINITIONS

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

         "Accrued Interest" means, as of any date, (a) with respect to a
Deposit, interest which is accrued on such Deposit to but excluding such date
and not yet posted to the relevant deposit account and (b) with respect to a
Deposit Related Loan, interest which is accrued on such Deposit Related Loan to
but excluding such date and not yet paid.

         "ACH Direct Deposit Cut-Off Date" has the meaning set forth in Section
4.3.

         "Adjusted Payment Amount" has the meaning set forth in Section 3.3

         "Adjustment Date" has the meaning set forth in Section 3.3.

         "Affiliate" means, with respect to any person, any other person
directly or indirectly controlling, controlled by or under common control with
such person.

         "Agreement" means this Purchase and Assumption Agreement, including all
schedules, exhibits and addenda, each as amended from time to time in accordance
with the terms hereof.
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         "Allocation Statement" has the meaning set forth in Section 3.4(a).


         "Asbestos Hazard" means the presence of asbestos in a parcel of Owned
Real Property or the improvements thereon as of the date hereof which, under
applicable laws, must be immediately remediated in order to allow continuation
of the current operation of the Branch within such Owned Real Property using the
current improvements thereon and the cost of such remediation, as reasonably
determined by the Environmental Consultant, shall be more than One Hundred
Thousand Dollars ($100,000).

         "Assets" has the meaning set forth in Section 2.1(a).

         "Assignment and Assumption Agreement" has the meaning set forth in
Section 3.6(c).

         "Assumed Severance Obligations" means those duties, responsibilities,
obligations and liabilities of Seller or of its Affiliates under the severance
and similar plans described in Schedule 1.1(a) to pay severance and provide
benefits to any Branch Employee or Transferred Employee.

         "Branch Employees" means, the employees of the Seller working at the
Branches on the Closing Date (including, without limitation, those employees who
on the Closing Date are on family and medical leave, military leave or personal
or pregnancy leave and who are eligible to return to work under Seller's
policies), subject to any transfers permitted pursuant to Section 7.1 and
replacement in the ordinary course of business of employees who may leave
Seller's employ between the date hereof and the Closing Date.

         "Branch Leases" means the leases under which Seller leases land and/or
buildings used as Branches, including without limitation ground leases.

         "Branches" means each of the branch banking offices of Seller at the
locations identified on Schedule 1.1(b) hereto.

         "Burdensome Condition" has the meaning set forth in Section 9.1(a).

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

         "Cash on Hand" means, as of any date, all petty cash, vault cash,
teller cash, ATM cash, prepaid postage and cash equivalents held at a Branch.

         "Closing" and "Closing Date" refer to the closing of the P&A
Transaction, which is to be held at such time and date as provided in Article 3
hereof.
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         "Code" means the Internal Revenue Code of 1986, as amended.

         "Deposit Related Loans" means the following loans and only the
following: (i) any consumer loan secured directly by a Deposit being sold (but
not including any credit card line of credit); and (ii) any overdraft loan
linked directly to a Deposit being sold (but not including any credit card
protection relationship). No other loans are being sold.

         "Deposit(s)" means deposit liabilities with respect to deposit accounts
booked by Seller at the Branches, as of the close of business of the day prior
to the Closing Date, which constitute "deposits" for purposes of the Federal
Deposit Insurance Act. 12 U.S.C. Section 1813, including collected and
uncollected deposits and Accrued Interest, but excluding: (a) all Excluded
Deposits; (b) deposit liabilities with respect to accounts registered in the
name of a trust for which Seller serves as trustee (other than IRA and Keogh
Account deposit liabilities); (c) deposit liabilities with respect to accounts
booked by Seller at any Branch for which Seller serves as guardian or custodian
(other than IRA and Keogh Account deposit liabilities); and (d) Excluded
IRA/Keogh Account Deposits.

         "Draft Closing Statement" means a draft closing statement, prepared by
Seller, as of the close of business of the third (3rd) business day preceding
the Closing Date setting forth an estimated calculation of both the Purchase
Price and the Estimated Payment Amount.

         "Encumbrances" means all mortgages, claims, charges, liens,
encumbrances, easements, limitations, restrictions, commitments and security
interests, except for statutory liens securing tax and/or other payments not yet
due, liens incurred in the ordinary course of business, including without
limitation liens in favor of mechanics or materialmen, and such other liens,
charges, security interests or encumbrances as do not materially detract from
the value or materially and adversely affect the use of the properties or assets
subject thereto or affected thereby or which otherwise do not materially impair
the value of or business operations at such properties and except for
obligations pursuant to the California escheat and unclaimed property laws
relating to the Escheat Deposits.

         Environmental Consultant has the meaning specified in Section 10.1(b).

         "Environmental Hazard" means the presence of any Hazardous Substance in
violation of, and reasonably likely to require material remediation costs under,
applicable Environmental Laws; provided, however, that the definition of
Environmental Hazard shall not include asbestos and asbestos-containing
materials, unless, with respect to any single parcel of Owned Real Property, the
cost of remediation, as reasonably determined by the Environmental Consultant,
shall be more than One Hundred Thousand Dollars ($100,000). Any such
determination shall be based upon a "risk-based approach" of what would be
necessary to obtain the equivalent of a "no further action letter" from the
applicable regulatory agency or agencies with no deed
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restrictions which would adversely affect the commercial use of the parcel of
Owned Real Property.

         "Environmental Law" means any Federal or state law, statute, rule,
regulation, code, order, judgment, decree, injunction or agreement with any
Federal or state governmental authority, (x) relating to the protection,
preservation or restoration of the environment (including, without limitation,
air, water vapor, surface water, groundwater, drinking water supply, surface
land, subsurface land, plant and animal life or any other natural resource) or
to human health or safety or (y) the exposure to, or the use, storage,
recycling, treatment, generation, transportation, processing, handling,
labeling, production, release or disposal of hazardous substances, in each case
as amended and now in effect. Environmental Laws include, without limitation,
the Clean Air Act (42 USC Section 7401 et seq.); the Comprehensive Environmental
Response Compensation and Liability Act (42 USC Sections 9601 et seq.); the
Resource Conservation and Recovery Act (42 USC Section 96901 et seq.); the
Federal Water Pollution Control Act (33 USC Sections 1251 et seq.); the
Occupational Safety and Health Act (29 USC Section 651 et seq.); the California
Porter-Cologne Act (Cal. Water Code Section 13000 et seq.) and the California
Carpenter-Presley-Tanner Hazardous Substance Account Act (Cal. Health & Safety
Code Section Section 25300 et seq.); provided, however, that the definition of
"Environmental Law" shall not include any Federal or state law, statute, rule,
regulation, code, order, judgment, decree, injunction or agreement with any
governmental authority relating to asbestos or asbestos-containing materials.

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

         "Escheat Deposits" means, as of any date, Deposits and safe deposit box
contents, in each case held on such date at the Branches which become subject to
escheat, in the calendar year in which the Closing occurs, to the State of
California pursuant to applicable escheat and unclaimed property laws.

         "Estimated Payment Amount" has the meaning set forth in Section 3.2(a).

         "Estimated Purchase Price" means the Purchase Price as set forth on the
Draft Closing Statement.

         "Excluded IRA/Keogh Account Deposits" has the meaning set forth in
Section 2.4(c).

         "Excluded Deposits" means: (i) all wholesale commercial deposits (i.e.,
with account analysis or cash management services); and (ii) certain business
related deposit liabilities excluded by Seller. All Excluded Deposits have been
previously removed from deposit lists provided to Purchaser.

         "FDIA" means the Federal Deposit Insurance Act, as amended.
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         "FDIC" means the Federal Deposit Insurance Corporation.

         "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 Business Day, the previous Business 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.

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

         "FedWire Direct Deposit Cut-off Date" has the meaning set forth in
Section 4.3.

         "Final Closing Statement" means a final closing statement, prepared by
Seller, as of the ninetieth (90th) day following the Closing Date setting forth
both the Purchase Price and the Adjusted Payment Amount.

         "Grant Deeds" has the meaning set forth in Section 3.6(a).

         "Hazardous Substance" means any substance, whether liquid, solid or gas
(a) listed, identified or designated as hazardous or toxic to a level which
requires remediation under any Environmental Law; (b) which, applying criteria
specified in any Environmental Law, is hazardous or toxic; or (c) the use or
disposal of which is regulated under Environmental Law.

         "IRA" means an "individual retirement account" or similar account
created by a trust for the exclusive benefit of an individual or his
beneficiaries in accordance with the provisions of Section 408 of the Code.

         "IRS" means the Internal Revenue Service.

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

         "Landlord Consents" has the meaning set forth in Section 3.6(e).

         "Lease Agreement" means a lease entered into pursuant to Section
10.1(c) upon such specific terms and conditions as contemplated by such Section
and such other commercially reasonable terms and conditions as are customary in
a "triple net" lease of a bank branch facility in the State of California.

         "Lease Assignment" has the meaning set forth in Section 3.6(d).
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         "Liabilities" has the meaning set forth in Section 2.2.

         "Loans" means Deposit Related Loans only. No other loans are being
sold.

         "Loan Documents" means all documents included in Seller's files with
respect to a Deposit Related Loan, including, without limitation, notes security
agreements, loan agreements, guaranties, and all modifications, waivers and
consents relating to any of the foregoing.

         "Loan Value" means with respect to a Deposit Related Loan and as of a
date, the unpaid principal balance of any such Loan plus Accrued Interest
thereon.

         "Loss" means the amount of losses, liabilities, damages (including
forgiveness or cancellation of obligations) and expenses (including reasonable
expenses of investigation and reasonable attorneys' fees and expenses in
connection with any action, suit or proceeding) incurred or suffered by the
indemnified party or its Affiliates in connection with the matters described in
Section 12.1, less the amount of the economic benefit (if any) to the
indemnified party or its Affiliates occurring or reasonably anticipated to occur
in connection with any such damage, loss, liability or expense (including Tax
benefits obtainable under applicable law, amounts recovered under insurance
policies net of deductibles, recovery by setoffs or counterclaims, and other
economic benefits).

         "Material Adverse Effect" means (a) with respect to Seller, a material
adverse effect on the business or direct economic results of operations of the
Branches, taken as a whole, or on the ability of Seller timely to consummate the
P&A Transaction as contemplated by this Agreement, and (b) with respect to
Purchaser, a material adverse effect on the ability of Purchaser to perform any
of its financial or other obligations under this Agreement, including the
ability of Purchaser timely to consummate the P&A Transaction contemplated by
this Agreement. In determining whether there has occurred a Material Adverse
Effect there shall be excluded the effect of any change in Federal or state
banking laws or regulations, any change in GAAP or regulatory accounting
principles, any adverse change in general economic conditions, including without
limitation the interest rate environment, or in the California depository
institution industry generally.

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

         "Order" has the meaning set forth in Section 9.1(b).

         "Owned Real Property" means Real Property where Seller owns both the
real property and improvements thereon that are used for Branches.

         "P&A Transaction" means the purchase and sale of Assets and the
assumption of Liabilities described in Sections 2.1 and 2.2.
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         "Personal Property" means all of the personal property of Seller,
located in the Branches, which is defined on the personal property and fixed
assets list previously provided to Purchaser; provided, no teller terminals or
Wells Fargo signs are being sold. If, prior to the Closing Date, an item of
Personal Property is stolen, destroyed or otherwise lost, such item shall be
excluded form the P&A Transaction, and the term "Personal Property" as used
herein shall exclude such item. If, prior to the Closing Date, an item of
Personal Property is damaged by fire or other casualty, such item, if reasonably
repairable, shall be sold to Purchaser (in accordance with the provisions
hereof) and the insurance proceeds relating to such item shall be assigned to
Purchaser, it being understood that if such item is not reasonably repairable or
is underinsured or uninsured, it shall be excluded from the P&A Transaction.
Personal Property, for purposes of what is being sold hereunder, does not
include any personal property of Seller located in the Real Property which is
not in the branch banking office and is not necessary to the operation of the
branch banking office (e.g., personal property associated with non-branch
banking offices of Seller which may be located in the Real Property).

         "Personal Property Leases" means the leases under which Seller leases
certain Personal Property in the Branch. Seller shall cancel all such Personal
Property Leases as of the Closing.

         "Purchase Price" has the meaning set forth in Section 2.3.

         "Real Property" means the parcels of real property on which the
Branches listed on Schedule 1.1(b) are located, including any improvements and
tenant improvements and trade fixtures thereon, which Schedule indicates whether
or not such real property is Owned Real Property.

         "Records" means all paper records and original documents, or where
reasonable and appropriate copies thereof, in Seller's possession that pertain
to and are utilized by Seller to administer, reflect, monitor, evidence or
record information respecting the business or conduct of the Branches (including
transaction tickets through the Closing Date and all records for closed accounts
located in Branches and excluding any other transaction tickets and records for
closed accounts) and all such records and original documents, or where
reasonable and appropriate copies thereof, regarding the Assets, or the
Deposits, or to comply with applicable laws and governmental regulations to
which the Deposits are subject, including but not limited to the California
unclaimed property and escheat laws. Notwithstanding the above, Seller may
provide copies of all Records, except notes and other Loan Documents. Seller is
not required to deliver any data processing or electronic/image type records
commingled with other records of Seller unrelated to the Branches and Seller is
not required to deliver any account history which is prior to forty-five (45)
days prior to Closing. In addition, Seller is not required to deliver any
risk-management information regarding customers, including without limitation
credit-scoring formulas, daylight over draft limits, stop payment or overdraft
history more than forty-five (45) days prior to Closing.
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         "Regulatory Approvals" means all approvals, authorizations, waivers or
consents of or notices to any governmental agencies or authorities required for
or in connection with consummation of the P&A Transaction.

         "Safe Deposit Agreements" means the agreements relating to safe deposit
boxes located in the Branches.

         "Seller's knowledge" or other similar phrases means information that is
actually known to any officer of Seller who holds the title of Senior Vice
President or above and has responsibility with respect to management of
operations conducted at the Branches.

         "Tax Returns" means any return or other report required to be filed
with respect to any Tax, including declaration of estimated tax and information
returns.

         "Taxes" means any federal, state, local, or foreign taxes, including
but not limited to taxes on or measured by income, estimated income, franchise,
capital stock, employee's withholding, non-resident alien withholding, backup
withholding, social security, occupation, unemployment, disability, value added
taxes, taxes on services, real property, personal property, sales, use, excise,
transfer, gross receipts, inventory and merchandise, business privilege, and
other taxes or governmental fees or charges or amounts required to be withheld
and paid over to any government in respect of any tax or governmental fee or
charge, including any interest, penalties, or additions to tax on the foregoing
whether or not disputed.

         "Tenant Leases" means leases or subleases between Seller and tenants,
if any, listed on Schedule 5.4.

         "Title Company" has the meaning set forth in Section 3.10(a).

         "Title Policy" has the meaning set forth in Section 3.10(b).

         "Title Reports" has the meaning set forth in Section 3.10(a).

         "Transaction Account" means any account at a Branch 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 account,
negotiable order of withdrawal accounts and money market deposit accounts.

         "Transferred Employees" means Branch Employees employed by Purchaser on
and after the Closing Date.

         1.2 Accounting Terms. All accounting terms not otherwise defined herein
shall have the respective meanings assigned to them in accordance with
consistently applied generally accepted accounting principles as in effect from
time to time in the
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United States of America ("GAAP").

         1.3 Interpretation. The captions or headings in this Agreement are for
convenience of reference only and in no way define, limit or describe the scope
or intent of any provisions or Sections of this Agreement. All references in
this Agreement to particular Articles or Sections are references to the Articles
or Sections of this Agreement, unless some other reference is clearly indicated.
In this Agreement, unless the context otherwise requires, (i) words describing
the singular number shall include the plural and vice versa, (ii) words denoting
any gender shall include all genders and (iii) the word "including" shall mean
"including without limitation." The rule of construction against the draftsman
shall not be applied in interpreting and construing this Agreement.


                                    ARTICLE 2
                               THE P&A TRANSACTION

         2.1 Purchase and Sale of Assets. (a) Subject to the terms and
conditions set forth in this Agreement, at the Closing, Seller shall grant,
sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall
purchase and accept from Seller, all of Seller's right, title and interest, as
of the Closing Date, in and to the following (collectively, the "Assets"):

                  (i) Cash on Hand;

                  (ii) the Owned Real Property;

                  (iii) the Personal Property; provided, however, no Personal
         Property Leases are being sold.

                  (iv) the Deposit Related Loans, and the servicing rights
         related thereto pursuant to Section 2.5.

                  (v) the Branch Leases and Tenant Leases;

                  (vi) the Safe Deposit Agreements; and

                  (vii) the Records

         (b) Purchaser understands and agrees that it is purchasing only the
Assets (and assuming only the Liabilities) specified in this Agreement and,
except as may be expressly provided for in this Agreement, Purchaser has no
interest in or right to any other business relationship which Seller may have
with any customer of the Branches, including without limitation: (i) any deposit
account or other service of Seller at any other office of Seller which may be
linked to the Deposits; (ii) any money market account which sweeps from the
Branch to a third party; (iii) any merchant card banking relationship; and/or
(iv) any cash management service (e.g., sweep accounts, cash
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concentrator accounts, controlled disbursement accounts) which Seller may
provide to any customer of the Branches. No credit card relationships are being
sold. No right to the use of any trade name, trademark or service mark, if any,
of Seller, Wells Fargo & Company (parent of Seller) or any of their respective
Affiliates is being sold.

         2.2 Assumption of Liabilities. (a) Subject to the terms and conditions
set forth in this Agreement, at the Closing, Purchaser shall assume, pay,
perform and discharge all duties, responsibilities, obligations or liabilities
of Seller (whether accrued, contingent or otherwise) to be discharged,
performed, satisfied or paid on or after the Closing Date, with respect to the
following (collectively, the "Liabilities"):

                  (i) the Deposits, including the IRA and Keogh Accounts to the
         extent contemplated by Section 2.4;

                  (ii) the Branch Leases, Tenant Leases and Personal Property
         Leases;

                  (iii) the Safe Deposit Agreements; and

                  (iv) the Assumed Severance Obligations.

         (b) Notwithstanding anything to the contrary in this Agreement,
Purchaser shall not assume or be bound by any duties, responsibilities,
obligations or liabilities of Seller, or of any of Seller's Affiliates, of any
kind or nature, known, unknown, contingent or otherwise, other than the
Liabilities.

         2.3 Purchase Price. The purchase price ("Purchase Price") for the
Assets shall be the sum of:

         (a) An amount equal to 6.260% of the average daily balance (including
Accrued Interest) of the Deposits for the period commencing thirty (30) days
prior to and inclusive of the day prior to the Closing Date and ending on the
day prior to the Closing Date;

         (b) The aggregate amount of Cash on Hand as of the Closing Date;

         (c) The aggregate net book value of all the Assets, other than Cash on
Hand and Deposit Related Loans, as reflected on the books of Seller as of the
close of business of the month-end day most recently preceding the Closing Date.

         (d) The aggregate Loan Value of the Deposit Related Loans as of the
close of business of the day prior to the Closing Date.

Purchaser has, concurrently with Seller's execution of this Agreement, made a
good faith deposit to Seller, as consideration for entering into this Agreement,
in the amount of Seventy-Five Thousand Dollars ($75,000) per branch for each
Branch which is the subject of this Agreement. Such good faith deposit shall be
applied against the
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Purchase Price upon Closing. Such good faith deposit shall be returned to
Purchaser if this Agreement is terminated for a reason other than the default of
Purchaser. If the Closing does not timely occur due to the default of Purchaser,
Seller shall retain such deposit. Such good faith deposit is consideration for
entering into this Agreement, is not intended as liquidated damages and shall
not in any way limit Seller's remedies for a default by Purchaser hereunder. No
interest shall be paid on such good-faith deposit.

         2.4 Assumption of IRA and Keogh Account Deposits. (a) With respect to
Deposits in IRAs, Seller will use reasonable efforts and will cooperate with
Purchaser in taking any action reasonably necessary to accomplish either the
appointment of Purchaser as successor custodian or the delegation to Purchaser
(or an Affiliate of Purchaser) of Seller's authority and responsibility as
custodian of all such IRA deposits except self-directed IRA deposits, including,
but not limited to, sending to the depositors thereof appropriate notices,
cooperating with Purchaser (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 Purchaser (or such Affiliates),
Purchaser (or such Affiliate) will perform all of the duties so delegated and
comply with the terms of Seller's agreement with the depositor of the IRA
deposits affected thereby.

         (b) With respect to Deposits in Keogh Accounts, Seller shall cooperate
with Purchaser to invite depositors thereof to direct a transfer of each such
depositor's Keogh Account and the related Deposits to Purchaser (or an Affiliate
of Purchaser), as trustee thereof, and to adopt Purchaser's (or such
Affiliate's) form of Keogh Master Plan as a successor to that of Seller.
Purchaser (or such Affiliate) will assume no Keogh Accounts unless Purchaser (or
such Affiliate) has received the documents necessary for such assumption at or
before the Closing. With respect to any owner of a Keogh Account who does not
adopt Purchaser's (or such Affiliate's) form of Keogh Master Plan, Seller will
use reasonable efforts in order to enable Purchaser (or such Affiliate) to
retain such Keogh Accounts at the Branches.

         (c) If, notwithstanding the foregoing, as of the Closing Date,
Purchaser shall be unable to retain deposit liabilities in respect of an IRA or
Keogh Account, such deposit liabilities shall be excluded from Deposits for
purposes of this Agreement and shall constitute "Excluded IRA/Keogh Account
Deposits."

         2.5 Sale and Transfer of Servicing and Escrows. The Deposit Related
Loans shall be sold on a servicing released basis. As of the Closing Date, all
rights, obligations, liabilities and responsibilities with respect to the
servicing of such Loans on and after the Closing Date will be assumed by
Purchaser. Seller shall be discharged and indemnified by Purchaser from all
liability with respect to servicing of the Deposit Related Loans on and after
the Closing Date and Purchaser shall be discharged and indemnified by Seller
from all liability with respect to servicing of the Deposit Related Loans prior
to the Closing Date.


                                    ARTICLE 3
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                         CLOSING PROCEDURE; ADJUSTMENTS

         3.1 Closing. (a) The Closing will be held at the offices of Seller at
420 Montgomery Street, San Francisco or such place as may be agreed to by the
parties.

         (b) The Closing Date shall be at a date and time as soon as
practicable, which shall be no later than thirty (30) Business Days after
receipt of all Regulatory Approvals unless otherwise agreed to by the parties;
provided, however, in no event shall the closing be later than March 31, 1997.

         3.2 Payment at Closing. (a) At Closing, Seller shall pay to Purchaser
the amount by which the aggregate balance (including Accrued Interest) of the
Deposits exceeds the Estimated Purchase Price (the "Estimated Payment Amount")
or, Purchaser shall pay to Seller the amount by which the Estimated Purchase
Price exceeds the aggregate balance (including Accrued Interest) of the
Deposits, each as set forth on the Draft Closing Statement as agreed upon
between Seller and Purchaser.

         (b) All payments to be made hereunder by one party to the other shall
be made by wire transfer of immediately available funds (in all cases to an
account specified in writing by Seller or Purchaser, as the case may be, to the
other not later than the third (3rd) Business Day prior to the Closing Date) on
or before 11:00 A.M. local time on the date of payment. If any payment to be
made hereunder on the Closing Date (or any other date) shall not be made on or
before 11:00 A.M. local time on such date, and the amount thereof shall have
been agreed to in writing by the parties at the Closing Date (or such other
payment date), the party responsible therefor may make such payment on or before
11:00 A.M. local time on the next Business Day together with interest thereon at
the Federal Funds Rate applicable from the Closing Date (or such other payment
date) to the date such payment is actually made, which in no event shall be
later than the fifth (5th) business day after such payment was due.

         (c) If any instrument of transfer contemplated herein shall be recorded
in any public record before the Closing and thereafter the Closing is not
completed, then at the request of such transferring party the other party will
deliver (or execute and deliver) such instruments and take such other action as
such transferring party shall reasonably request to revoke such purported
transfer.

         3.3 Adjustment of Purchase Price. (a) On or before 12:00 noon on the
sixtieth (60th) day following the Closing Date (the "Adjustment Date"), Seller
shall deliver to Purchaser the Final Closing Statement and shall make available
such work papers, schedules and other supporting data as may be reasonably
requested by Purchaser to enable it to verify the amounts set forth in the Final
Closing Statement. The Final Closing Statement shall also set forth the amount
(the "Adjusted Payment Amount") by which the aggregate amount of Deposits
(including Accrued Interest) shown on the Final Closing Statement differs from
the Estimated Purchase Price.

         (b) The determination of the Adjusted Payment Amount shall be final and
<PAGE>   15
                                                                         Page 15




binding on the parties hereto unless within thirty (30) days after receipt by
Purchaser of the Final Closing Statement, Purchaser shall notify the Seller in
writing of its disagreement with any amount included therein or omitted
therefrom, in which case, if the parties are unable to resolve the disputed
items within ten (10) Business Days of the receipt by Seller of notice of such
disagreement, such items shall be determined by an independent accounting firm
selected by mutual agreement between Seller and Purchaser; provided, however,
that in the event the fees of such firm as estimated by such firm would exceed
fifty percent (50%) of the net amount in dispute, the parties agree that such
firm will not be engaged by either party and that such net amount in dispute
will be equally apportioned between Seller and Purchaser. Such accounting firm
shall be instructed to resolve the disputed items within ten (10) Business Days
of engagement, to the extent reasonably practicable. The determination of such
accounting firm shall be final and binding on the parties hereto. The fees of
any such accounting firm shall be divided equally between Seller and Purchaser.

         (c) On or before 12:00 Noon on the tenth (10th) Business Day after the
Adjustment Date or, in the case of a dispute, the date of the resolution of the
dispute pursuant to subsection 3.3(b) above, Seller shall pay to Purchaser an
amount equal to the amount by which the Adjusted Payment Amount exceeds the
Estimated Payment Amount, plus interest on such excess amount from the Closing
Date to but excluding the payment date, at the Federal Funds Rate or, if the
Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall
pay to Seller an amount equal to such excess, plus interest from the Closing
Date to but excluding the payment date, at the Federal Funds Rate. Any payments
required by Section 3.5 shall be made contemporaneously with the foregoing
payment.

         3.4 Allocation of Purchase Price. (a) Purchaser and Seller agree that
upon final determination of the Purchase Price, the Purchase Price shall be
allocated in a manner as determined by Purchaser subject to Seller's consent
(which consent shall not be unreasonably withheld or delayed), after taking into
account any applicable Treasury Regulations and the fair market value of such
items and to be set forth in a statement, dated the Adjustment Date (the
"Allocation Statement") prepared by Purchaser.

         (b) Purchaser and Seller shall report the transaction contemplated by
this Agreement (including income tax reporting requirements imposed pursuant to
Section 1060 of the Code) in accordance with the allocation specified in the
Allocation Statement. In the event any party hereto receives notice of an audit
in respect of the allocation of the Purchase Price specified herein, such party
shall immediately notify the other party in writing as to the date and subject
of such audit.

         (c) If any Tax Return filed by Purchaser or Seller relating to the
transactions contemplated hereby is challenged by the taxing authority with
which such Tax Return was filed on the basis of the allocation set forth in the
Allocation Statement, as finally adjusted, the filing party shall assert and
maintain in good faith the validity and correctness of such allocation during
the audit thereof until the issuance by the taxing
<PAGE>   16
                                                                         Page 16




authority of a "30 Day Letter", or a determination of liability equivalent
thereto, to such party; provided, however, that at any time such party shall, in
its sole discretion, have the right to pay, compromise, settle, dispute or
otherwise deal with its alleged tax liability. If such a Tax Return is
challenged as herein described, the party filing such Tax Return shall keep the
other party apprised of its decisions and the current status and progress of all
administrative and judicial proceedings, if any, that are undertaken at the
election of such party.

         3.5 Proration; Other Closing Date Adjustments. (a) Except as otherwise
specifically provided in this Agreement, it is the intention of the parties that
Seller will operate the Branches for its own account until 11:59 P.M.,
California time, the day prior to the Closing Date, and that Purchaser shall
operate the Branches, hold the Assets and assume the Liabilities for its own
account on and after the Closing Date. Thus, except as otherwise specifically
provided in this Agreement, items of income and expense, as defined herein,
shall be prorated as of 11:59 P.M., California time, the day prior to the
Closing Date, and settled between Seller and Purchaser on the Closing Date,
whether or not such adjustment would normally be made as of such time. Items of
proration will be handled at Closing as an adjustment to the Purchase Price
unless otherwise agreed by the parties hereto.

         (b) For purposes of this Agreement, items of proration and other
adjustments shall include, without limitation: (i) rental payments and security
deposits under the Branch Leases and the Tenant Leases; (ii) sales and use taxes
and personal and real property taxes and assessments; (iii) FDIC deposit
insurance assessments; (iv) wages, salaries and employee benefits and expenses;
(v) trustee or custodian fees on IRA and Keogh Accounts; (vi) adjustments
reflecting exclusions from the Personal Property as provided for in the
definition thereof; and (vii) other prepaid expenses and items and accrued but
unpaid liabilities, as of the close of business on the day prior to the Closing
Date. Safe deposit rental payments previously received by Seller shall not be
prorated.

         3.6 Seller Deliveries. At the Closing, Seller shall deliver to
Purchaser:

         (a) Grant deeds, in substantially the form of Schedule 3.6(a), pursuant
to which the Owned Real Property shall be transferred to Purchaser "AS IS",
"WHERE IS" and with all faults (the "Grant Deeds");

         (b) A bill of sale, in substantially the form of Schedule 3.6(b),
pursuant to which the Personal Property shall be transferred to Purchaser "AS
IS", "WHERE IS" and with all faults;

         (c) An assignment and assumption agreement, in substantially the form
of Schedule 3.6(c), with respect to the Liabilities (the "Assignment and
Assumption Agreement");

         (d) Lease assignment and assumption agreements in substantially the
form of Schedule 3.6(d), with respect to each of the Branch Leases (the "Lease
Assignments");
<PAGE>   17
                                                                         Page 17




         (e) Subject to the provisions of Section 7.4, such consents of
landlords under the Branch Leases, as shall be required pursuant to the terms of
such Branch Leases, to the assignment of the Branch Leases to Purchaser in
substantially the form of Schedule 3.6(e) (the "Landlord Consents");

         (f) Subject to the provisions of Section 7.4, such consents as shall be
required pursuant to the terms of the Tenant Leases and the Personal Property
Leases in connection with the assignments thereof to Purchaser;

         (g) An Officer's Certificate in substantially the form of Schedule
3.6(g);

         (h) An opinion of Seller's counsel, dated the Closing Date, in form and
substance reasonably satisfactory to Purchaser substantially to the effect that:

                  (i) Seller is a national banking association, duly organized
         and validly existing under the laws of the United States, with all
         requisite corporate power and authority to execute, deliver and perform
         this Agreement;

                  (ii) all Regulatory Approvals required to have been obtained
         by Seller or its Affiliates have been obtained and are in full force
         and effect; and

                  (iii) this Agreement has been duly authorized, executed and
         delivered by Seller and (assuming due authorization, execution and
         delivery by Purchaser) is a valid and legally binding obligation of
         Seller enforceable in accordance with its terms, subject to bankruptcy,
         insolvency, fraudulent transfers, reorganization, moratorium and
         similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles;

         (i) The Draft Closing Statement;

         (j) Seller's resignation as trustee or custodian, as applicable, with
respect to each IRA or Keogh Account included in the Deposits and designation of
Purchaser as successor trustee or custodian with respect thereto as contemplated
by Section 2.4;

         (k) All documentation required to exempt Seller from the withholding
requirement of Section 1445 of the Code, consisting of an affidavit from Seller
to Purchaser under penalty of perjury that Seller is not a foreign person and
providing Seller's U.S. taxpayer identification number; and

         (l) Such other documents as the parties determine are reasonably
necessary to consummate the P&A Transaction as contemplated hereby.

         3.7 Purchaser Deliveries. At the Closing, Purchaser shall deliver to
Seller:

         (a) The Assignment and Assumption Agreement;
<PAGE>   18
                                                                         Page 18




         (b) Purchaser's acceptance of its appointment as successor trustee or
custodian, as applicable, of the IRA and Keogh Accounts included in the Deposits
and assumption of the fiduciary obligations of the trustee or custodian with
respect thereto, as contemplated by Section 2.4;

         (c) The Lease Assignments and, as contemplated by Section 7.4, such
other instruments and documents as any landlord under a Branch Lease may
reasonably require as necessary or desirable for providing for the assumption by
Purchaser of a Branch Lease, each such instrument and document in the form and
substance reasonably satisfactory to the parties and dated as of the Closing
Date;

         (d) An Officer's Certificate in the form of Schedule 3.7(d) attached
hereto;

         (e) An opinion of Purchaser's counsel, dated the Closing Date, in form
and substance reasonably satisfactory to Seller, substantially to the effect
that:

                  (i) Purchaser is a National Banking Association, duly
         organized and validly existing under the laws of the United States,
         with all requisite corporate power and authority to execute, deliver
         and perform this Agreement;

                  (ii) all Regulatory Approvals required to have been obtained
         by Purchaser or its Affiliates have been obtained and are in full force
         and effect; and

                  (iii) this Agreement has been duly authorized, executed and
         delivered by Purchaser and (assuming due authorization, execution and
         delivery by Seller) is a valid and legally binding obligation of
         Purchaser enforceable in accordance with its terms, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles; and

         (f) Such other documents as the parties determine are reasonably
necessary to consummate the P&A Transaction as contemplated hereby.

         3.8 Delivery of the Loan Documents. (a) In connection with the sale
hereunder, as soon as is reasonably practicable after the Closing Date, Seller
shall deliver to Purchaser or its designee the Loan Documents actually in the
possession of Seller. Seller makes no representation or warranty to Purchaser
regarding the condition of the Loan Documents or any single document included
therein, or Seller's interest in any collateral securing any Deposit Related
Loan, except as specifically set forth herein. Seller shall have no
responsibility or liability for the Loan Documents from and after the time such
files are delivered by Seller to an independent third party for shipment to
Purchaser, the cost of which shall be the sole responsibility of Purchaser.

         (b) Promptly upon the execution of this Agreement, Purchaser shall
provide
<PAGE>   19
                                                                         Page 19




Seller the exact name to which the Deposit Related Loans are to be endorsed, or
whether any Deposit Related Loans should be endorsed in blank. Seller will use
its best efforts to complete such endorsements and deliver the Loan Documents
within ninety (90) days after Closing; provided, however, with respect to
specific Loan Documents, Seller may require additional time to effectively
transfer title thereto and Purchaser shall not hold Seller liable for any
reasonable delays in the delivery of such Loan Documents. Purchaser further
acknowledges and agrees that Seller may execute or endorse any Loan Document by
way of facsimile signature.

         3.9 Owned Real Property Filings. On or prior to the Closing Date,
Seller shall file or record, or cause to be filed or recorded, any and all
documents (including, without limitation, deeds) necessary in order that the
legal and equitable title to Owned Real Property shall be duly vested in
Purchaser as of the Closing Date. Any expenses or documentary transfer taxes
with respect to such filings shall be borne by Seller or Purchaser in accordance
with the escrow agent's determination of the local custom in the county in which
the filing is being made; provided, however, that if it is determined that (i)
the custom is to split such expenses or documentary transfer taxes or (ii) there
is no discernible custom, any such expenses or documentary transfer taxes shall
be split evenly between Seller and Purchaser.

         3.10 Title Policies. (a) Purchaser has previously been provided by
Seller, at its own expense, a preliminary title report (the "Title Reports") for
all the Owned Real Property issued by Chicago Title Company (the "Title
Company"), Purchaser has had an opportunity to review such Title Reports and
Purchaser hereby approves the condition of title with respect to all the Owned
Real Property being purchased hereunder.

         (b) Purchaser shall, at its own expense, obtain as of the Closing Date
a CLTA title insurance policy from the Title Company (a "Title Policy") with
respect to all the Owned Real Property. Seller will cooperate with Purchaser in
assisting Purchaser to obtain (at Purchaser's expense) such Title Policies,
including without limitation only such endorsements as may be reasonably
necessary to insure that such Owned Real Property is free and clear of any
Encumbrance not shown on the Title Reports which would materially and adversely
affect the value or marketability of title thereto.



                                    ARTICLE 4
                              TRANSITIONAL MATTERS

         4.1 Transitional Arrangements. Seller and Purchaser agree to cooperate
and to proceed as follows to effect the transfer of account record
responsibility for the Branches:

         (a) Not later than thirty (30) days after the signing of this
Agreement, Seller will meet with Purchaser to investigate, confirm and agree
upon mutually acceptable
<PAGE>   20
                                                                         Page 20




transaction settlement procedures and specifications, files, procedures and
schedules, for the transfer of account record responsibility; provided, however
it being understood and agreed that Seller is not obligated under this Agreement
to provide Purchaser any system conversion files regarding the Assets and
Liabilities other than a standard format conversion tape (i.e., not one which is
specifically formatted for Purchaser's systems specifications); and provided,
further, that Seller is not obligated to provide Purchaser with any information
regarding Seller's relationship with the customers outside of the Branch (e.g.,
other customer products, house-holding information).

         (b) Not later than sixty (60) days after the date of this Agreement,
Seller shall provide Purchaser with a hard copy listing of all applicable
Check/Savings/Signatures that Seller has for the Deposits and related special
instructions.

         4.2 Customers. (a) Not later than thirty (30) days prior to the Closing
Date (unless earlier required by law),

                  (i) Seller will notify the holders of Deposits to be
         transferred on the Closing Date that, subject to the terms and
         conditions of this Agreement, Purchaser will be assuming liability for
         such Deposits;

                  (ii) each of Seller and Purchaser shall provide, or join in
         providing where appropriate, all notices to customers of the Branches
         and other persons that Seller or Purchaser, as the case may be, is
         required to give under applicable law or the terms of any other
         agreement between Seller and any customer in connection with the
         transactions contemplated hereby; and

                  (iii) following or concurrently with the notice referred to in
         clause (i) above, Purchaser may communicate with and deliver
         information, brochures, bulletins and other communications to
         depositors and other customers of the Branches concerning the P&A
         Transaction and the business of Purchaser. A party proposing to send or
         publish any notice or communication pursuant to any paragraph of this
         Section 4.2 shall furnish to the other party a copy of the proposed
         form of such notice or communication at least five (5) days 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 law. All costs
         and expenses of any notice or communication sent or published by
         Purchaser or Seller shall be the responsibility of the party sending
         such notice or communication and all costs and expenses of any joint
         notice or communication shall be shared equally by Seller and
         Purchaser. As soon as reasonably practicable and in any event within
         fourteen (14) days of the date hereof, Seller shall provide to
         Purchaser a report of the names and addresses of the owners of the
         Deposits and the lessees of the safe deposit boxes in connection with
         the mailing of such materials, which report shall be current as of the
         date hereof.
<PAGE>   21
                                                                         Page 21




         (b) Following the giving of any notice described in paragraph (a)
above, Purchaser and Seller shall deliver to each new customer at any of the
Branches such notice or notices as may be reasonably necessary to notify such
new customers of Purchaser's pending assumption of liability for the Deposits
and to comply with applicable law. The cost of such notices shall be paid by
Purchaser. At any time after the receipt of all Regulatory Approvals (except for
the expiration of statutory waiting periods), within five (5) Business Days
following any request by Purchaser, Seller will provide Purchaser with account
information, including complete mailing addresses for each of the depositors of
the Deposits as of a recent date, and upon reasonable request shall provide an
updated version of such records; provided, however, that Seller shall not be
obligated to provide such updated records more than twice.

         (c) Notwithstanding the provisions of Section 7.6, neither Purchaser
nor Seller shall object to the use, by depositors of the Deposits, of payment
orders issued to or ordered by such depositors on or prior to the Closing Date,
which payment orders bear the name, or any logo, trademark, service mark, trade
name or the proprietary mark of Wells Fargo Bank or any of its Affiliates.

         4.3 Direct Deposits. Seller will use all reasonable efforts to transfer
to Purchaser on the Closing Date all of those automated clearing house and
FedWire direct deposit arrangements related (by agreement or other standing
arrangement) to Deposits. As soon as practicable after the receipt of all
Regulatory Approvals (except for the expiration of statutory waiting periods),
Seller will deliver to Purchaser a listing in a format mutually agreed upon by
the parties of all such direct deposit records which Seller, in the exercise of
all reasonable efforts, is able to identify. On each Business Day for a period
of four (4) months following the Closing, in the case of automated clearing
house direct deposits to accounts containing Deposits (the final Business Day of
such period being the "ACH Direct Deposit Cut-Off Date"), Seller shall, as soon
as practicable, but in any event no less than twice daily and no later than 4:00
A.M., California time, of each Business Day for same day settlement, and no
later than 6:00 P.M., California time, of each Business Day for settlement on
the following Business Day, remit and transfer to Purchaser all ACH direct
deposits intended for accounts constituting Deposits. On each Business Day, for
a period of thirty (30) days following the Closing Date, in the case of feeder
direct deposits to accounts constituting Deposits (the final Business Day of
such period being the "FedWire Direct Deposit Cut-Off Date"), Seller shall, as
soon practicable, but in any event, no later then 12:00 noon, California time,
of each Business Day following the date of receipt thereof, remit and transfer
to Purchaser all FedWire direct deposits intended for accounts constituting
Deposits. Compensation for ACH direct deposits or FedWire direct deposits not
forwarded to Purchaser on the same Business Day as that on which Seller has
received such deposits will be handled in accordance with the rules established
by the United States Council on International Banking. After the applicable
Direct Deposit Cut-Off Date, Seller may discontinue accepting and forwarding
automated clearing house and FedWire entries and funds and return such direct
deposits to the originators marked "Account Closed." Seller shall not be liable
for any overdrafts that may thereby be created. Purchaser and Seller shall agree
on a reasonable period of time prior to the
<PAGE>   22
                                                                         Page 22




Closing during which Seller will no longer be obligated to accept new direct
deposit arrangements related to the Branches. At the time of each Direct Deposit
Cut-off Date, Purchaser will provide automated clearing housing originators with
account numbers relating to Deposits.

         4.4 Direct Debit. As soon as practicable after the receipt of all
Regulatory Approvals (except for the expiration of statutory waiting periods),
and after the notice provided in Section 4.2(a), Purchaser will send appropriate
notice to all customers having accounts constituting Deposits 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
Seller to Purchaser. 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 four (4) months following the Closing Date, Seller shall as soon as
practicable, but in any event, no less than twice daily and no later than 4:00
A.M., California time, of each Business Day for same day settlement, and no
later than 6:00 P.M., California time, of each Business Day for settlement on
the following Business Day, forward to Purchaser all direct debits on accounts
constituting Deposits. Thereafter, Seller may discontinue forwarding such
entries and return them to the originators marked "Account Closed." Purchaser
and Seller shall agree on a reasonable period of time prior to the Closing
during which Seller will not longer be obligated to accept new direct debit
arrangements related to the Branches. On the Closing Date, Purchaser will
provide automated clearing house originators of such direct debits with account
numbers.

         4.5 Escheat Deposits. As soon as practicable after the Closing Date,
Seller will deliver to Purchaser a data processing record identifying all
Escheat Deposits that have been transferred to Purchaser. Thereafter, Purchaser
shall be solely responsible for the proper reporting and transmission to the
State of California of such Escheat Deposits.

         4.6 Maintenance of Records. Through the Closing Date, Seller will
maintain the Records relating to the Assets and Liabilities in the same manner
and with the same care that the Records have been maintained prior to the
execution of this Agreement. Purchaser may, at its own expense, make such copies
of and excerpts from the Records as it may deem desirable. All Records, whether
held by Purchaser or Seller, shall be maintained for such periods as are
required by law, unless the parties shall, applicable law permitting, agree in
writing to a different period. From and after the Closing Date, each of the
parties shall permit the other reasonable access to any applicable Records in
its possession relating to matters arising on or before the Closing Date and
reasonably necessary in connection with any claim, action, litigation or other
proceeding involving the party requesting access to such Records or in
connection with any legal obligation owed by such party to any present or former
depositor or other customer.

         4.7 Interest Reporting and Withholding. (a) Unless otherwise agreed to
by the parties, Seller will report to applicable taxing authorities and holders
of Deposits,
<PAGE>   23
                                                                         Page 23




with respect to the period from January 1 of the year in which the Closing
occurs through the Closing Date, all interest (including for purposes hereof
dividends and other distributions with respect to money market accounts)
credited to, withheld from and any early withdrawal penalties imposed upon the
Deposits. Purchaser will report to the applicable taxing authorities and holders
of Deposits, with respect to all periods from the day after the Closing Date,
all such interest credited to, withheld from and early withdrawal penalties
imposed upon such Deposits. Any amounts required by any governmental agencies to
be withheld from any of the Deposits through the Closing Date will be withheld
by Seller in accordance with applicable law or appropriate notice from any
governmental agency and will be remitted by 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 Purchaser in accordance with
applicable law or the appropriate notice from any governmental agency and will
be remitted by Purchaser 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
Purchaser is obligated to remit such amounts to the applicable governmental
agency, Seller will pay to Purchaser that portion of any sums theretofore
withheld by Seller from any Deposits which are required to be remitted by
Purchaser 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 Seller.

         (b) Unless otherwise agreed by the parties, Seller shall be responsible
for delivering to payees all IRS notices with respect to information reporting
and tax identification numbers required to be delivered through the Closing Date
with respect to the Deposits, and Purchaser shall be responsible for delivering
to payees all such notices required to be delivered following the Closing Date
with respect to the Deposits. Purchaser and Seller shall, prior to the Closing
Date, consult and Seller shall take reasonable actions as are necessary to
permit Purchaser timely to deliver such IRS notices required to be delivered
following the Closing Date.

         (c) Unless otherwise agreed by the parties, Seller will make all
required reports to applicable Tax authorities and to obligors on the Deposit
Related Loans purchased on the Closing Date, with respect to the period from
January 1 of the year in which the Closing occurs through the Closing Date,
concerning all interest and points received by the Seller. Purchaser will make
all required reports to applicable Tax authorities and to obligors on the
Deposit Related Loans purchased on the Closing Date, with respect to all periods
from the day after the Closing Date, concerning all such interest and points
received.

         4.8 Negotiable Instruments. Seller will remove any supply of Seller's
money orders, official checks, gift checks, travelers' checks or any other
negotiable instruments located at each of the Branches on the Closing Date.

         4.9 ATM/Debit Cards. Seller will provide Purchaser with a list of ATM
access/debit cards issued by Seller to depositors of any Deposits, and a record
thereof in a format reasonably agreed to by the parties containing all addresses
therefor, as
<PAGE>   24
                                                                         Page 24




soon as practicable after the receipt of all Regulatory Approvals (except for
the expiration of any statutory waiting periods). At or promptly after the
Closing, Seller will provide Purchaser with a revised record through the
Closing. In instances where a depositor of a Deposit made an assertion of error
regarding an account constituting Deposits pursuant to the Electronic Funds
Transfer Act and Federal Reserve Board Regulation E, and Seller, prior to the
Closing, recredited the disputed amount to the relevant account during the
conduct of the error investigation, Purchaser agrees to comply with a written
request from Seller to debit such account in a stated amount and remit such
amount to Seller, to the extent of the balance of funds available in the
accounts. Seller agrees to indemnify Purchaser for any claims or losses that
Purchaser may incur as a result of complying with such request from Seller.
Seller will not be required to disclose to Purchaser customers' PINs or
algorithms or logic used to generate PINs. Purchaser shall reissue ATM
access/debit cards to depositors of any Deposits prior to the Closing Date,
which cards shall be effective as of the Closing Date. Seller agrees to settle
any and all ATM transactions effected on or before the Closing Date, but
processed after the Closing Date, as soon as practicable. Purchaser and Seller
agree to remit the total net balance of such transactions to Seller or
Purchaser, as the case may be, on the same date the transactions are settled.

         4.10 Leasing of Personal Property. Seller shall cancel or terminate any
Personal Property Leases as of the Closing Date.

         4.11 Handling of Certain Items. (a) As soon as practicable after the
Closing Date, Purchaser shall mail to each depositor in respect of a Transaction
Account (i) a letter approved by Seller requesting that such depositor promptly
cease writing Seller's drafts against such Transaction Account and (ii) new
drafts which such depositor may draw upon Purchaser for the purpose of effecting
transactions with respect to such Transaction Accounts. The parties hereto shall
use their best efforts to develop procedures which cause Seller's drafts against
Transaction Accounts which are received after the Closing Date to be cleared
through Purchaser's then-current clearing procedures. During the ninety (90) day
period after the Closing Date, if it is not possible to clear Transaction
Account drafts through Purchaser's then-current clearing procedures, Seller
shall forward to Purchaser as soon as practicable but in no event more than
three (3) Business Days after receipt all Transaction Account drafts drawn
against Transaction Accounts. Seller shall have no obligation to pay such
forwarded Transaction Account drafts. Upon the expiration of such ninety (90)
day period, Seller shall cease forwarding drafts against Transaction Accounts.
Purchaser and Seller will agree upon a reasonable market rate compensation to be
paid to Seller for its processing of the drafts during the ninety (90) day
period following the Closing Date.

         (b) Any items that were credited for deposit to or cashed against a
Deposit prior to the Closing and are returned unpaid on or within sixty (60)
days after the Closing Date ("Returned Items") will be handled as set forth
herein. If Seller's bank account is charged for the Returned Item, Seller shall
forward such Returned Item to Purchaser. If upon Purchaser's receipt of such
Returned Item there are sufficient funds in the Deposit to which such Returned
Item was credited or any other Deposit
<PAGE>   25
                                                                         Page 25




transferred at the Closing standing in the name of the party liable for such
Returned Item, Purchaser will debit any or all of such Deposits an amount equal
in the aggregate to the Returned Item, and shall repay that amount to Seller. If
there are not sufficient funds in the Deposit because of Purchaser's failure to
honor holds placed on such Deposit, Purchaser shall repay the amount of the
Returned Item to Seller. Any items that were credited for deposit to or cashed
against an account at the Branches to be transferred at the Closing prior to the
Closing and are returned unpaid more than sixty (60) days after the Closing will
be the responsibility of Purchaser, except that for a period of eighteen (18)
months after the Closing 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 Seller.


                                    ARTICLE 5
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Purchaser as follows:

         5.1 Corporate Organization and Authority. As of the date hereof, Seller
is a national banking association, duly organized and validly existing in good
standing under the laws of the United States of America and has the requisite
power and authority to conduct the business now being conducted at the Branches.
Seller has the requisite corporate power and authority and has taken all
corporate action necessary in order to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. This Agreement is a valid and
binding agreement of Seller enforceable in accordance with its terms subject, as
to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

         5.2 No Conflicts. The execution, delivery and performance of this
Agreement by Seller does not, and will not, (i) violate any provision of its
charter or by-laws or (ii) violate or constitute a breach of, or default under,
any law, rule, regulation, judgment, decree, ruling or order of any court,
government or governmental agency to which Seller is subject or under any
agreement or instrument of Seller, or to which Seller is subject or by which
Seller is otherwise bound, which violation, breach, contravention or default
referred to in this clause (ii), individually or in the aggregate, would have a
Material Adverse Effect (assuming the receipt of any required consents of
lessors under the Branch Leases and Personal Property Leases). Seller has all
material licenses, franchises, permits, certificates of public convenience,
orders and other authorizations of all federal, state and local governments and
governmental authorities necessary for the lawful conduct of its business at
each of the Branches as now conducted and all such licenses, franchises,
permits, certificates of public convenience, orders and other authorizations,
are valid and in good standing and, to Sellers' knowledge, are not subject to
any suspension, modification or revocation or proceedings related thereto.

         5.3 Approvals and Consents. Other than the Regulatory Approvals or as
<PAGE>   26
                                                                         Page 26




otherwise disclosed in writing to Purchaser by Seller prior to the date hereof,
no notices, reports or other filings are required to be made by Seller with, nor
are any consents, registrations, approvals, permits or authorizations required
to be obtained by Seller from, any governmental or regulatory authorities of the
United States or the several States in connection with the execution and
delivery of this Agreement by Seller and the consummation of the transactions
contemplated hereby by Seller, the failure to make or obtain any or all of
which, individually or in the aggregate, would have a Material Adverse Effect.

         5.4 Tenants. Except for the tenants listed on Schedule 5.4 attached
hereto, there are no tenants or other occupants of the Real Property.

         5.5 Leases. Each Branch Lease and each Personal Property Lease is the
valid and binding obligation of Seller and, to Seller's knowledge, of each other
party thereto; and there does not exist with respect to Seller's obligations
thereunder, or, to Seller's knowledge, with respect to the obligations of the
lessor thereof, any material default, or event or condition which constitutes
or, after notice or passage of time or both, would constitute a material default
on the part of Seller or the lessor under any such Branch Lease or Personal
Property Lease. As used in the immediately preceding sentence, the term "lessor"
includes any sub-lessor of the property to Seller. Each Branch Lease and each
material Personal Property Lease is current and all rents, expenses and charges
payable by Seller thereunder have been paid or accrued pursuant to the terms
thereof (except for any payments not yet delinquent or as to which the
obligation to make such payment is being contested in good faith). Accurate
copies of each Branch Lease and each material Personal Property Lease have
heretofore been made available to Purchaser.

         5.6 Litigation and Undisclosed Liabilities. Except as set forth in
Schedule 5.6, there are no actions, suits or proceedings that have a reasonable
likelihood of an adverse determination pending or, to Seller's knowledge,
threatened against Seller or any of the Branches, or obligations or liabilities
(whether or not accrued, contingent or otherwise) or to Seller's knowledge,
facts or circumstances that could reasonably be expected to result in any claims
against or obligations or liabilities of Seller that, individually or in the
aggregate, would have a Material Adverse Effect.

         5.7 Regulatory Matters. (a) Except as previously disclosed in writing
to Purchaser, there are no pending, or to Seller's knowledge threatened,
disputes or controversies between Seller and any federal, state or local
governmental agency or authority that, individually or in the aggregate, would
have a Material Adverse Effect.

         (b) Seller is not a party to any written order, decree, agreement or
memorandum or understanding with, or commitment letter or similar submission to,
any federal or state governmental agency or authority charged with the
supervision or regulation of depository institutions, nor has Seller been
advised by any such agency or authority that it is contemplating issuing or
requesting (or is considering the appropriateness of issuing or requesting) any
such order, decree, agreement,
<PAGE>   27
                                                                         Page 27




memorandum of understanding, commitment letter of submission, in each case
which, individually or in the aggregate, would have a Material Adverse Effect.

         5.9 Compliance With Laws. The banking business of the Branches has been
conducted in compliance with all federal, state and local laws, regulations and
ordinances applicable thereto, except for any failures to comply that would not,
individually or in the aggregate, result in a Material Adverse Effect.

         5.10 Loans. (a) An accurate list of the Deposit Related Loans has
previously been delivered to Purchaser. Such list will be updated to include an
accurate list of such Loans as of the Closing Date. With respect to each such
Deposit Related Loan:

                  (i) Such Loan was solicited and originated in material
         compliance with all applicable requirements of federal, state, and
         local laws and regulations in effect at the time of such solicitation
         and origination; and there was no fraud on the part of the Seller with
         respect to the origination of any Loan;

                  (ii) Each note evidencing a Loan and any related security
         instrument constitutes a valid and legally binding obligation of the
         obligor thereunder enforceable in accordance with its terms, subject to
         bankruptcy, insolvency, fraudulent transfers, reorganization,
         moratorium and similar laws of general applicability relating to or
         affecting creditors' rights and to general equity principles;

                  (iii) To Seller's knowledge, no claims or defenses to the
         enforcement of such Loan have been asserted and Seller is aware of no
         acts or omissions that would give rise to any claim or right of
         rescission, setoff, counterclaim or defense by a borrower, obligor,
         guarantor or any other person obligated to perform under any related
         Loan Documents;

                  (iv) The security interest in any Deposit account securing any
         Loan is a legal, valid and binding obligation enforceable against the
         obligor subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and similar laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles.

                  (v) All information provided hereunder pertaining to such Loan
         is a true and correct reflection of Seller's records regarding such
         Loan in all material respects;

                  (vi) Each Loan was made in compliance with all applicable
         usury laws; and

                  (vii) The terms of the notes have not been altered, modified
         or waived in any material respect, except by a written instrument
         contained in the Loan Documents.
<PAGE>   28
                                                                         Page 28




         5.11 Financial and Deposit Data. To Seller's knowledge, all written
financial and Deposit information regarding the Assets and Liabilities provided
to Purchaser by Seller was accurate in all material respects as of the date
thereof.

         5.12 Records. The Records respecting the operations of the Branches and
the Assets and Liabilities accurately reflect in all material respects the net
book value of the Assets and Liabilities being transferred to Purchaser
hereunder. The Records include all information reasonably necessary to service
the Deposits and the Deposit Related Loans on an ongoing basis.

         5.13 Title to Assets. Subject to the terms and conditions of this
Agreement, on the Closing Date Purchaser will acquire, good and marketable title
to all of the material Assets, free and clear of any Encumbrances; provided,
however, that this representation does not cover Owned Real Property (with
respect to which Seller has provided a Title Report and Purchaser is to obtain
its own Title Policy pursuant to Section 3.10), Branch Leases or Tenant Leases.

         5.14 Branch Leases. The Branch Leases give Seller the right to occupy
the building and land comprising the related Branch. Accurate copies of all
Branch Leases and all attachments, amendments and addenda thereto have
heretofore been made available to Purchaser. To Seller's knowledge, the Branch
Leases constitute valid and legally binding leasehold interests of Seller.
Except as described on Schedule 5.4, there are no leases, subleases,
occupancies, tenancies or rights of first refusal relating to any Branch created
or suffered to exist by Seller or, to Seller's knowledge, created or suffered to
exist by any other person.

         5.15 Deposits. All of the Deposit accounts have been administered and,
to Seller's knowledge, originated, in compliance with the documents governing
the relevant type of Deposit account and all applicable laws. The Deposit
accounts are insured by the Bank Insurance Fund of the FDIC up to the current
applicable maximum limits, and no action is pending or, to Seller's knowledge,
threatened by the FDIC with respect to the termination of such insurance.

         5.16 Environmental Laws; Hazardous Substances. To Seller's knowledge,
except as disclosed on Schedule 5.16, or as would not, individually or in the
aggregate, have a Material Adverse Effect, each parcel of Real Property:

         (a) has been operated by Seller in compliance with all applicable
Environmental Laws;

         (b) is not the subject of any pending written notice from any
governmental authority alleging the violation of any applicable Environmental
Laws;

         (c) is not currently subject to any court order, administrative order
or decree arising under any Environmental Law;
<PAGE>   29
                                                                         Page 29




         (d) has not been used during the period of Seller's ownership or
occupancy of such Real Property for the disposal of Hazardous Substances and is
not contaminated with any Hazardous Substances requiring remediation under any
applicable Environmental Law; and

         (e) has not, during the period of Seller's ownership or occupancy of
such Real Property, had any release of Hazardous Substances except as permitted
under applicable Environmental Laws.

         For purposes of this Section 5.16, with respect to the parcels which
are subject to Branch Leases and Tenant Leases, "Seller's knowledge" shall mean
that an officer of Seller who holds the title of Senior Vice President or above
and has responsibility with respect to management of operations conducted at the
Branches on such parcels has received actual written notice from the landlord
that any one of the representations in (a) through (e) above is not correct.

         5.17 Broker's Fees. Except for Montgomery Securities, no broker has
been employed by or on behalf of Seller in connection with the transactions
contemplated by this Agreement. Seller will pay the fees of Montgomery
Securities.

         5.18 Limitations on Representations and Warranties. Notwithstanding
anything to the contrary contained herein Seller makes no representations or
warranties to Purchaser in this Agreement or in any agreement, instrument or
other document executed in connection with any of the transactions contemplated
hereby or provided or prepared pursuant hereto or in connection with any of the
transactions contemplated hereby:

         (a) As to title to Owned Real Property or as to the physical condition
(including, without limitation, ability to withstand seismic events) of the
Branches or Personal Property, all of which are being sold "AS IS", "WHERE IS"
and with all faults at the Closing Date; or

         (b) As to whether, or the length of time during which, any accounts
will be maintained by the depositors at the Branches after the Closing Date.


                                    ARTICLE 6
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser represents and warrants to Seller as follows:

         6.1 Corporate Organization and Authority. Purchaser is a National
Banking Association duly organized and validly existing under the laws of the
United States and has the requisite power and authority to conduct the business
conducted at the Branches substantially as currently conducted by Seller.
Purchaser has the requisite
<PAGE>   30
                                                                         Page 30




corporate power and authority and has taken all corporate action necessary in
order to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement is a valid and binding agreement of
Purchaser enforceable in accordance with its terms subject, as to enforcement,
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

         6.2 No Conflicts. The execution, delivery and performance of this
Agreement by Purchaser does not, and will not, (i) violate any provision of its
charter or by-laws or (ii) violate or constitute a breach of, or default under,
any law, rule, regulation, judgment, decree, ruling or order of any court,
government or governmental agency to which Purchaser is subject or under any
agreement or instrument of Purchaser, or to which Purchaser is subject or by
which Purchaser is otherwise bound, which violation, breach, contravention or
default referred to in this clause (ii), individually or in the aggregate, would
have a Material Adverse Effect.

         6.3 Approvals and Consents. Other than the Regulatory Approvals or as
otherwise disclosed in writing to Seller by Purchaser prior to the date hereof,
no notices, reports or other filings are required to be made by Purchaser with,
nor are any consents, registrations, approvals, permits or authorizations
required to be obtained by Purchaser from any governmental or regulatory
authorities of the United States, the several States or any foreign
jurisdictions in connection with the execution and delivery of this Agreement by
Purchaser and the consummation of the transactions contemplated hereby by
Purchaser, the failure to make or obtain any or all of which, individually or in
the aggregate, would have a Material Adverse Effect.

         6.4 Regulatory Matters. (a) Except as previously disclosed in writing
to Seller, there are no pending, or to Purchaser's knowledge threatened,
disputes or controversies between Purchaser and any federal, state or local
governmental agency or authority that, individually or in the aggregate, would
have a Material Adverse Effect.

         (b) Purchaser is not a party to any written order, decree, agreement or
memorandum of understanding with, or commitment letter or similar submission to,
any federal or state governmental agency or authority charged with the
supervision or regulation of depository institutions, nor has Purchaser been
advised by any such agency or authority that it is contemplating issuing or
requesting (or is considering the appropriateness of issuing or requesting) any
such order, decree, agreement, memorandum of understanding, commitment letter or
submission, in each case which, individually or in the aggregate, would have a
Material Adverse Effect.

         (c) Purchaser is, and on a pro forma basis giving effect to the P&A
Transaction will be, (i) at least "adequately capitalized", as defined for
purposes of the FDIA, and (ii) in compliance with all capital requirements,
standards and ratios required by each state or federal bank regulator with
jurisdiction over Purchaser, including, without limitation, any such higher
requirements, standard or ratio as shall apply to institutions engaging in the
acquisition of insured institution deposits, assets or
<PAGE>   31
                                                                         Page 31




branches, and no such regulator is likely to, or has indicated that it will,
condition any of the Regulatory Approvals upon an increase in Purchaser's
capital or compliance with any capital requirements, standard or ratio.

         (d) Purchaser has no knowledge that it will be required to divest
deposit liabilities, branches, loans or any business or line of business as a
condition to the receipt of any of the Regulatory Approvals.

         (e) Each of the subsidiaries or Affiliates of Purchaser that is an
insured depository institution was rated "Satisfactory" or "Outstanding"
following its most recent Community Reinvestment Act examination by the
regulatory agency responsible for its supervision. Purchaser has received no
notice of and has no knowledge of any planned or threatened objection by any
community group to the transactions contemplated hereby.

         6.5 Litigation and Undisclosed Liabilities. There are no actions, suits
or proceedings that have a reasonable likelihood of an adverse determination
pending or, to Purchaser's knowledge, threatened against Purchaser, or
obligations or liabilities (whether or not accrued, contingent or otherwise) or,
to Purchaser's knowledge, facts or circumstances that could reasonably be
expected to result in any claims against or obligations or liabilities of
Purchaser that, individually or in the aggregate, would have a Material Adverse
Effect.

         6.6 Financing Available. Not later than the Closing Date, Purchaser
will have available sufficient cash or other liquid assets or financing pursuant
to binding agreements or commitments which may be used to fund the P&A
Transaction; and Purchaser's ability to consummate the transactions contemplated
by this Agreement is not contingent on raising any equity capital, obtaining
specific financing thereof, consent of any lender or any other matter.

         6.7 Broker's Fees. Purchaser has not employed any broker or finder or
incurred any liability for any brokerage fees, commissions or finder's fees in
connection with the transactions contemplated by this Agreement.


                                    ARTICLE 7
                            COVENANTS OF THE PARTIES

         7.1 Activity in the Ordinary Course. Until the Closing Date, (a)
Seller shall conduct the business of the Branches (including, without
limitation, filling open positions at the Branches and job-posting in the
Branches for open positions at other offices of Seller) in the ordinary and
usual course of business consistent with past practice and giving effect to the
fact that Seller is engaged in certain systems conversions and office closings
arising out of its recent merger with First Interstate Bank, and (b) Seller
shall not, without the prior written consent of Purchaser:
<PAGE>   32
                                                                         Page 32




         (i) Increase or agree to increase the salary, remuneration or
compensation of any Branch Employee (or make any material increase or decrease
in the number of such persons, or transfer such persons to or from any Branch)
other than in accordance with Seller's existing customary policies generally
applicable to employees having similar rank or duties, or pay or agree to pay
any uncommitted bonus to any Branch Employee other than regular bonuses granted
in the ordinary course of Seller's business (which bonuses, in any event, shall
be the responsibility of Seller); or, except at the request of such Branch
Employee, transfer any Branch Employee to another branch or office, of Seller or
any of its Affiliates;

         (ii) Offer interest rates or terms on any category of deposits at a
Branch except as determined in a manner consistent with Seller's practice with
respect to its branches which are not being sold;

         (iii) Transfer to or from any Branch to or from any of Seller's other
operations or branches any material Assets or any Deposits, except (A) in the
ordinary course of business or as contemplated in this Agreement, or (B) upon
the unsolicited request of a depositor or customer;

          (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter
into any contract, agreement or understanding to sell, transfer, assign,
encumber or dispose of any of the Assets existing on the date hereof, except in
the ordinary course of business and in an immaterial aggregate amount; provided,
however, that in any event, Seller shall not knowingly take any action that
would create any Encumbrance on any of the Real Property or the Branch Leases;

         (v) Make or agree to make any material improvements to the Owned Real
Property, except with respect to commitments for such made on or before the date
of this Agreement (and heretofore disclosed in writing to Purchaser) and normal
maintenance, repair or refurbishing purchased or made in the ordinary course of
business;

         (vi) File any application or give any notice to relocate or close any
Branch or relocate or close any Branch;

         (vii) Amend, terminate or extend in any material respect any Branch
Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may
extend any Branch Lease, Tenant Lease or Personal Property Lease, in its
reasonable business judgment (including without limitation pursuant to the terms
and conditions of any contractual option to extend in any Branch Lease, Tenant
Lease or Personal Property Lease) if Seller determines such extension is
necessary to deliver the Branch on the Closing Date as a fully operative branch
banking operation.

         7.2 Access and Confidentiality. (a) Until the Closing Date, Seller
shall afford to Purchaser and its officers and authorized agents and
representatives reasonable access to the properties, books, records, contracts,
documents, files and other
<PAGE>   33
                                                                         Page 33



information of or relating to the Assets and Liabilities. Purchaser and Seller
each will identify to the other, within ten (10) days after the date hereof, a
selected group of their respective salaried personnel that shall constitute a
"transition group" who will be available to Seller and Purchaser, respectively,
at reasonable times (limited to normal operating hours) to provide information
and assistance in connection with Purchaser's investigation of matters relating
to the Assets and Liabilities. Seller shall cause other personnel to be
reasonably available during normal business hours, to an extent not disruptive
of ongoing operations, for the same purposes. Any investigation pursuant to this
Section 7.2 shall be conducted in such manner as not to interfere unreasonably
with the conduct of the Seller's business. Notwithstanding the foregoing, Seller
shall not be required to provide access to or disclose information where such
access or disclosure would impose an unreasonable burden on Seller, or any
employee of Seller or would violate or prejudice the rights of customers,
jeopardize any attorney-client privilege or contravene any law, rule,
regulation, order, judgment, decree, fiduciary duty or binding agreement entered
into prior to the date of this Agreement. The parties hereto shall make
appropriate substitute disclosure arrangements under circumstances in which the
restrictions of the preceding sentence apply.

         (b) EACH PARTY TO THIS AGREEMENT SHALL HOLD, AND SHALL CAUSE ITS
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS AND ADVISORS TO
HOLD, IN STRICT CONFIDENCE, UNLESS DISCLOSURE TO A BANK REGULATORY AUTHORITY IS
NECESSARY OR DESIRABLE IN CONNECTION WITH ANY REGULATORY APPROVAL OR UNLESS
COMPELLED TO DISCLOSE BY JUDICIAL OR ADMINISTRATIVE PROCESS OR, IN THE WRITTEN
OPINION OF ITS COUNSEL, BY OTHER REQUIREMENTS OF LAW OR THE APPLICABLE
REQUIREMENTS OF ANY REGULATORY AGENCY OR RELEVANT STOCK EXCHANGE, ALL NON-PUBLIC
RECORDS, BOOKS, CONTRACTS, INSTRUMENTS, COMPUTER DATA AND OTHER DATA AND
INFORMATION (COLLECTIVELY, "INFORMATION") CONCERNING THE OTHER PARTY (OR, IF
REQUIRED UNDER A CONTRACT WITH A THIRD PARTY, SUCH THIRD PARTY) FURNISHED IT BY
SUCH OTHER PARTY OR ITS REPRESENTATIVES PURSUANT TO THIS AGREEMENT (EXCEPT TO
THE EXTENT THAT SUCH INFORMATION CAN BE SHOWN TO HAVE BEEN (i) PREVIOUSLY KNOWN
BY SUCH PARTY ON A NON-CONFIDENTIAL BASIS, (ii) IN THE PUBLIC DOMAIN THROUGH NO
FAULT OF SUCH PARTY OR (iii) LATER LAWFULLY ACQUIRED FROM OTHER SOURCES BY THE
PARTY TO WHICH IT WAS FURNISHED), AND NEITHER PARTY SHALL RELEASE OR DISCLOSE
SUCH INFORMATION TO ANY OTHER PERSON, EXCEPT ITS AUDITORS, ATTORNEYS, FINANCIAL
ADVISORS, BANKERS, OTHER CONSULTANTS AND ADVISORS AND, TO THE EXTENT PERMITTED
ABOVE, TO BANK REGULATORY AUTHORITIES.

         7.3 Regulatory Approvals. As soon as practicable after the date of this
Agreement, Purchaser shall prepare and file any applications, notices and
filings required in order to obtain the Regulatory Approvals. Purchaser shall
use all reasonable efforts to obtain each such approval as promptly as
reasonably practicable and, to the extent possible, in order to permit the
Closing to occur not later than March
<PAGE>   34
                                                                         Page 34




31, 1997. Seller will cooperate in connection therewith (including the
furnishing of any information and any reasonable undertaking or commitments
which may be required to obtain the Regulatory Approvals). Each party will
provide the other with copies of any applications and all correspondence
relating thereto prior to filing, other than material filed in connection
therewith under a claim of confidentiality.

         7.4 Consents. Seller agrees to use reasonable commercial efforts (such
efforts not to include making payments to third parties) to obtain from lessors
and any other parties to any Branch Leases or Personal Property Leases any
required consents to the assignment of the Branch Leases and Personal Property
Leases to Purchaser on the Closing Date; provided, however, the Seller shall not
be obligated to incur any monetary obligations or expenditures to the parties
whose consent is required in connection with the utilization of its reasonable
efforts to obtain any such required consents. If any such required consent
cannot be obtained, notwithstanding any other provision hereof, the Assets and
Liabilities associated with the subject Branch, other than any such Branch Lease
or any Personal Property Lease or as to which consent cannot be obtained, shall
nevertheless be transferred to Purchaser at the Closing and the parties shall
negotiate in good faith and Seller and Purchaser shall use reasonable efforts
(such efforts not to include making payments to third parties) to make
alternative arrangements reasonably satisfactory to Seller and Purchaser. In the
event Seller does not obtain consent from the lessors and any other parties to
any Branch Lease or Personal Property Lease, Seller shall not be obligated to
deliver physical possession of the subject Branch or the personal property
subject to such Personal Property Lease to Purchaser at the Closing.

         7.5 Efforts to Consummate; Further Assurances. (a) Purchaser and Seller
agree to use all reasonable efforts to satisfy or cause to be satisfied as soon
as practicable their respective obligations hereunder and the conditions
precedent to the Closing.

         (b) Seller will duly execute and deliver such assignments, bills of
sale, deeds, acknowledgments and other instruments of conveyance and transfer as
shall at any time be necessary or appropriate to vest in Purchaser the full
legal and equitable title to the Assets.

         (c) On and after the Closing Date, each party will promptly deliver to
the other all mail and other communications properly addressable or deliverable
to the other as a consequence of the P&A Transaction; and without limitation of
the foregoing, on and after the Closing Date, Seller shall promptly forward any
mail, communications or other material relating to the Deposits or the Assets
transferred on the Closing Date, including, but not limited to, that portion of
any IRS "B" tapes that relates to such Deposits, to such employees of Purchaser
at such addresses as may from time to time be specified by Purchaser in writing.

         (d) The costs incurred by a party in performing its obligations to the
other (x) under Sections 7.5(a) and (c) shall be borne by the initial recipient
and (y) otherwise
<PAGE>   35
                                                                         Page 35




under this Section 7.5 shall be borne by Purchaser. Seller will cooperate with
Purchaser to minimize the costs referred to in clause (y).

         7.6 Solicitation. (a) Until the Closing Date and for an additional six
(6) months following the Closing Date, Seller agrees that it will not solicit
deposits (but may solicit loans or other business) from or to persons or
entities who were depositors at the Branches on the date hereof by personal
contact, by telephone, by facsimile, by mail or other similar solicitation, or
in any other way except for general solicitations and solicitations that are not
directed primarily to persons or entities who were depositors of the Branches on
the date hereof; provided, however, that Seller may solicit depositors who as of
the date of this Agreement have existing accounts originating at branches or
other offices of Seller or its Affiliates other than the Branches pursuant to
solicitations which arise from their status as a customer at such other branches
or offices; and provided, further, that Seller may solicit major or statewide
depositors (such as, for example, a company with more than one location or the
state government or any agency or instrumentality thereof) without restriction
hereunder.

         (b) Prior to the Closing Date, Purchaser agrees that it will not
attempt to solicit Branch customers through advertising nor transact its
business in a way which would induce such Branch customers to close any account
and open accounts directly with Purchaser or would otherwise result in a
transfer of all or a portion of an existing account from Seller to Purchaser or
to any other financial institution. Notwithstanding the foregoing sentence,
Purchaser and its Affiliates shall be permitted to: (i) engage in advertising,
solicitations or marketing campaigns not primarily directed to or targeted at
such Branch customers; (ii) engage in lending, deposit, safe deposit, trust or
other financial services relationships existing as of the date hereof which such
Branch customers through other branch offices of Purchaser; (iii) respond to
unsolicited inquiries by such Branch customers with respect to banking or other
financial services; and (iv) provide notices or communications relating to the
transactions contemplated hereby in accordance with the provisions hereof.

         7.7 Insurance. Seller will maintain in effect until the Closing Date
all casualty and public liabilities policies relating to the Branches and
maintained by Seller on the date hereof or procure comparable replacement
policies and maintain such replacement policies in effect until the Closing
Date.

         7.8 No Servicing and Maintenance Contracts. Except for the Personal
Property Leases, no existing contracts of Seller with respect to the service,
maintenance and physical operation of the Branches will be assumed at the
Closing by Purchaser. All such service and maintenance shall be provided by
Purchaser, subsequent to the Closing, pursuant to its own contracts.


                                    ARTICLE 8
                           TAXES AND EMPLOYEE BENEFITS
<PAGE>   36
                                                                         Page 36




         8.1 Tax Representations. Seller represents and warrants to Purchaser as
follows:

         (a) Except as set forth in Schedule 8.1, all Tax Returns with respect
to the Assets or income therefrom, the Liabilities or payments in respect
thereof or the operation of the Branches, that are required to be filed (taking
into account any extension of time within which to file) before the Closing
Date, have been or will be duly filed, and all Taxes shown to be due on such Tax
Returns have been or will be paid in full.

         (b) With respect to the Deposits, Seller is in compliance with the Code
and regulations thereunder relative to obtaining form depositors of the Deposits
executed IRS Forms W-8 and W-9. With respect to the Deposits opened after
December 31, 1983, Seller has either obtained a properly completed Form W-8 or
W-9 (or a substitute form meeting applicable requirements) or is back-up
withholding on such account.

         8.2 Proration of Taxes. Except as otherwise agreed to by the parties,
whenever it is necessary to determine the liability for Taxes for a portion of a
taxable year or period that begins before and ends on or after the Closing Date,
the determination of the Taxes for the portion of the year or period ending on,
and the portion of the year or period beginning on or after, the Closing Date
shall be determined by assuming that the taxable year or period ended at 11:59
P.M. California time on the day prior to the Closing Date.

         8.3 Sales and Transfer Taxes. Except as set forth in Section 3.9, all
excise, sales, use and transfer taxes that are payable or that arise as a result
of the consummation of the purchase and sale contemplated by this Agreement
shall be paid by Purchaser and Purchaser shall indemnify and hold Seller
harmless from and against any such taxes.

         8.4 Information Returns. At the Closing or as soon thereafter as is
practicable, Seller shall provide Purchaser with a list of all Deposits for
which Seller has not received a properly completed Form W-8 and W-9 (or a
substitute form meeting applicable requirements) or on which Seller is back-up
withholding as of the Closing Date. Seller agrees to indemnify Purchaser in an
amount equal to any penalty and interest imposed upon Purchaser by the IRS which
Purchaser is thereafter required to, and does, pay to the IRS where such penalty
and interest arises out of actions taken or omitted to be taken by Purchaser in
reasonable reliance upon information provided under this Section 8.4 and such
penalty and interest does not result from an act or omission of Purchaser not
made in reasonable reliance upon such information. The term "interest" for
purposes of this Section 8.4 means interest accrued prior to the receipt by
Purchaser of a notice of Penalty from the IRS regarding Forms W-8 or W-9 for the
Deposits. Purchaser shall timely notify Seller of such penalty notice prior to
Purchaser's payment of any penalty or interest. Seller has the right, at its own
expense, to protest such penalty and interest. Purchaser shall cooperate fully
with respect to Seller's protest, including furnishing all relevant information,
records, and
<PAGE>   37
                                                                         Page 37




documents.

         8.5 Payment of Amount Due Under Article 8. Any payment by Seller to
Purchaser, or to Seller from Purchaser, under this Article 8 (other than
payments required by Section 8.3) to the extent due at the Closing may be offset
against any payment due the other party at the Closing. All subsequent payments
under this Article 8 shall be made as soon as determinable and shall be made and
bear interest from the date due to the date of payment as provided in Section
3.2(b).

         8.6 Assistance and Cooperation. After the Closing Date, each of Seller
and Purchaser shall:

         (a) Make available to the other and to any taxing authority as
reasonably requested all relevant information, records, and documents relating
to Taxes with respect to the Assets or income therefrom, the Liabilities or
payments in respect thereof, or the operation of the Branches;

         (b) Provide timely notice to the other in writing of any pending or
proposed Tax audits (with copies of all relevant correspondence received from
any Taxing authority in connection with any Tax audit or information request) or
Tax assessments with respect to the Assets or the income therefrom, the
Liabilities or payments in respect thereof, or the operation of the Branches for
taxable periods for which the other may have a liability under this Article 8;
and

         (c) The party requesting assistance or cooperation shall bear the other
party's out-of-pocket expenses in complying with such request to the extent that
those expenses are attributable to fees and other costs of unaffiliated third
party service providers.

         8.7 Employees. (a) As soon as reasonably practicable and in any event
within thirty (30) days of the date hereof, Seller shall deliver to Purchaser a
true and complete list of all Branch Employees by name, date of hire and
position, as of the date hereof, together with their most recent performance
evaluations, current salaries and other compensation arrangements; provided,
however, that Seller shall not release a performance evaluation without having
first obtained the written consent of the respective Branch Employee. Purchaser
may, at its discretion, interview any and all Branch Employees. Purchaser shall
make employment available to all Branch Employees on the Closing Date upon the
terms and conditions described below. Seller shall promptly inform Purchaser of
any Branch Employee who resigns prior to the Closing Date. On and after the
Closing Date, Branch Employees employed by Purchaser shall be defined as
Transferred Employees for all purposes hereof. Subject to the provisions of this
Section 8.7, Transferred Employees shall be subject to the employment terms,
conditions and rules applicable to other employees of Purchaser. Nothing
contained in this Agreement shall be construed as an employment contract between
Purchaser and any Branch Employee or Transferred Employee.
<PAGE>   38
                                                                         Page 38




         (b) Purchaser may interview Branch Employees during normal working
hours. Purchaser shall be solely responsible for any activity in connection with
interviewing Branch Employees. Purchaser indemnifies and holds Seller harmless
from and against any claim, liability, losses, costs or expenses, including
reasonable attorneys' fees, resulting or arising from Purchaser's acts or
omissions in connection with said interviews.

         (c) Purchaser shall be responsible for the Assumed Severance
Obligations with respect to all Branch Employees.

         (d) Each Transferred Employee shall be provided employment subject to
the following terms and conditions:

                  (i) Base salary rate shall be at least equivalent to the rate
         of base salary paid by Seller to such Transferred Employee as of the
         close of business on the day prior to the Closing Date.

                  (ii) Except as specifically provided herein, Transferred
         Employees shall be provided employee benefits that are no less
         favorable in the aggregate than those provided to similarly situated
         employees of Purchaser. Purchaser shall provide such Transferred
         Employee with credit for the Transferred Employee's period of service
         with Seller (including any service credited from First Interstate Bank
         as a predecessor entity to Seller) towards the calculation of
         eligibility for such purposes as vacation, severance and other benefits
         and participation and vesting in Purchaser's qualified pension or
         profit sharing plan, as such plans may exist (but, except as set forth
         in (v) below and for vacation, not for purpose of benefit accruals,
         including without limitation, funding of accrued pension or profit
         sharing plans for such Transferred Employee with respect to any period
         prior to the Closing Date).

                  (iii) Each Transferred Employee shall be eligible to
         participate in the medical, dental or other welfare plans of Purchaser,
         as such plans may exist, effective as of the Closing Date and any
         pre-existing conditions provisions of such plans shall be waived with
         respect to such Transferred Employee; provided, however, that if
         Purchaser's relevant health or disability insurance policy or plan has
         a pre-existing condition limitation and a Transferred Employee's
         condition is being excluded (as a pre-existing condition) under
         Seller's plan as of the Closing Date, Purchaser may treat such
         condition as a pre-existing condition for the period such condition
         would have been treated as a pre-existing condition under Seller's plan
         under which such Transferred Employee would have been covered.

                  (iv) With respect to any Transferred Employee on a short-term
         disability or temporary leave of absence, upon conclusion of his or her
         short-term disability or temporary leave of absence, subject to the
         terms and conditions of the Purchaser's plans and policies and
         applicable law, each Transferred Employee on such leave shall receive
         the salary and vacation benefits in effect
<PAGE>   39
                                                                         Page 39




         when he or she went on leave, shall otherwise be treated as a
         Transferred Employee and, to the extent practicable, shall be offered
         by Purchaser the same or a substantially equivalent position to his or
         her position with Seller prior to having gone on leave.

                  (v) Until April 1, 1998, each Transferred Employee shall be
         eligible for benefits under the severance and similar plans referred to
         in Schedule 1.1(a) (the "Assumed Severance Obligations"). After April
         1, 1998, each Transferred Employee, who is continuously employed by
         Purchaser as of the Closing Date, shall be eligible for benefits under
         any severance or similar plans maintained by Purchaser with credit for
         the period of years of credited service with Seller towards the
         calculation of benefits.

         (e) Except as provided herein, Seller shall pay, discharge and be
responsible for (i) all salary and wages, arising out of or relating to the
employment of the Branch Employees before the Closing Date and (ii) any employee
benefits (including, but not limited to, accrued vacation) arising under
Seller's employee benefit plans and employee programs prior to the Closing Date
(but not including any future retiree medical benefits), including benefits with
respect to claims incurred prior to the Closing Date but reported after the
Closing Date. From and after the Closing Date, Purchaser shall pay, discharge
and be responsible for all salary, wages and benefits arising out of or relating
to the employment of the Transferred Employees by Purchaser on and after the
Closing Date, including, without limitation, all claims for welfare benefit
plans incurred on or after the Closing Date. Claims are incurred as of the date
services are provided or disability payments are accrued, notwithstanding when
the injury or illness may have occurred.

         (f) To the extent permitted under Purchaser's 401(k) plan, Seller and
Purchaser shall cooperate in arranging for the transfer to Purchaser's 401(k)
plan, as soon as practicable after the Closing Date and in a manner that
satisfies sections 414(l) and 411(d)(6) of the Code, of those accounts held
under Seller's 401(k) plan on behalf of Transferred Employees.

         (g) For a period of twelve (12) months following the Closing Date,
Seller shall not solicit any Transferred Employee hired by Purchaser as of the
Closing Date to again become an employee of Seller or any of its Affiliates;
provided, however, that Seller shall not be prohibited from hiring a Transferred
Employee if such Transferred Employee contacts Seller to seek such hiring or
retention, whether in response to general advertising or otherwise. For purposes
of this Section 8.7, the term "Seller" shall include Wells Fargo & Company, a
Delaware corporation and their Affiliates.

         8.8 Branch Employee Representations. (a) Seller represents and warrants
to Purchaser, to Seller's knowledge, as follows:

                  (i) none of the Branch Employees is a member of any labor
         union;
<PAGE>   40
                                                                         Page 40




                  (ii) Seller is not a party to any individual contract, written
         or oral, express or implied, for the employment of any Branch Employee,
         and Seller is not subject to any collective bargaining arrangement with
         respect to any Branch Employee;

                  (iii) Seller's 401(k) Plan is in compliance in all material
         respects with applicable law;

                  (iv) no liabilities exist or are reasonably expected to exist
         under any employee benefit plan of Seller that, individually or in the
         aggregate, would have a Material Adverse Effect; and

                  (v) Seller has not entered into any individual agreement or
         otherwise made any individual commitment to any Branch Employee with
         respect to continued employment by Purchaser.

         (b) Seller shall indemnify and hold Purchaser harmless from and against
any claims, losses, damages or expenses (including attorney's fee) suffered as a
result of any failure to give any notice to its Branch Employees required by the
Worker Adjustment and Retraining Notification Act (the "WARN Act"), provided
such notice is required as a result of action by Seller prior to the Closing
Date.


                                    ARTICLE 9
                              CONDITIONS TO CLOSING

         9.1 Conditions to Obligations of Purchaser. Unless waived in writing by
Purchaser, the obligation of Purchaser to consummate the P&A Transaction is
conditioned upon satisfaction of each of the following conditions:

         (a) Regulatory Approvals. All consents, approvals and authorizations
required to be obtained prior to the Closing from governmental and regulatory
authorities in connection with the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby to be consummated at
the Closing, including the Regulatory Approvals, shall have been made or
obtained, and shall remain in full force and effect, and all waiting periods
applicable to the consummation of the P&A Transaction shall have expired or been
terminated; provided, however, that no Regulatory Approval shall have imposed
any condition or requirement (a "Burdensome Condition") that would (i) result in
any Material Adverse Effect or (ii) require Purchaser to effect any divestiture
that would constitute a substantial portion of the business or properties of the
Branches, taken as a whole.

         (b) Orders. No court or governmental authority of competent
jurisdiction shall have enacted, issued, promulgated, enforced or entered any
statute, rule, regulation, judgment, decree, injunction or other order (whether
temporary, preliminary or permanent) (any of the foregoing, an "Order") which is
in effect and prohibits or makes
<PAGE>   41
                                                                         Page 41




illegal the consummation of the P&A Transaction or would otherwise result in a
Material Adverse Effect.

         (c) Representations and Warranties; Covenants. Each of the
representations and warranties of Seller contained in this Agreement shall be
true in all material respects when made and as of the Closing Date, with the
same effect as though such representations and warranties had been made on and
as of the Closing Date (except that representations and warranties relating to
Assets and Liabilities transferred at the Closing Date shall only be made, and
need only be true in all material respects, on and as of the Closing Date).
Purchaser shall have received at Closing a certificate to that effect dated as
of such Closing Date and executed by the President or any Executive Vice
President of Seller. Each of the covenants and agreements of Seller to be
performed on or prior to the Closing Date shall have been duly performed in all
material respects. Purchaser shall have received at Closing a certificate to
that effect dated as of such Closing Date and executed by the President or any
Executive Vice President of Seller.

         Notwithstanding any other provision of this Agreement, if there shall
be a failure of any condition specified in this Section 9.1 to the obligations
of Purchaser in respect of the acquisition of any specific Branch or Branches
the aggregate Deposits of which as of the date hereof shall constitute less than
25% of the Deposits in all of the Branches subject to this Agreement as of the
date hereof, Purchaser nevertheless shall be obligated to consummate the P&A
Transaction but may, upon written notice to Seller, exclude from the transaction
the Branch or Branches in respect of which the failure of condition shall exist,
in which case, appropriate adjustment shall be made in the schedules hereto and
the other documents to be delivered pursuant hereto so as to duly reflect the
deletion of such Branch or Branches from the transactions contemplated hereby
(and, consequently, to the calculation of the Estimated Purchase Price,
Estimated Payment Amount, Purchase Price and Adjusted Payment Amount). If any
Branch is excluded from this Agreement or if Purchaser nevertheless elects to
purchase any Branch which would otherwise be so excluded and such Branch is
transferred to Purchaser at the Closing (subject to Purchaser's rights under
Section 12.1(a)), any event that would otherwise constitute a breach of warranty
or failure of condition in respect of such Branch arising solely from or
relating to the operation of this paragraph shall not constitute a breach of
warranty or failure of condition.

         9.2 Conditions to Obligations of Seller. Unless waived in writing by
Seller, the obligation of Seller to consummate the P&A Transaction is
conditioned upon satisfaction of each of the following conditions:

         (a) Regulatory Approvals. All consents, approvals and authorizations
required to be obtained prior to the Closing from governmental and regulatory
authorities in connection with the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby to be consummated at
the Closing, including the Regulatory Approvals, shall have been made or
obtained, and shall remain in full force and effect, and all statutory waiting
periods applicable to the
<PAGE>   42
                                                                         Page 42




consummation of the P&A Transaction shall have expired or been terminated.

         (b) Orders. No Order shall be in effect that prohibits or makes illegal
the consummation of the P&A Transaction.

         (c) Representations and Warranties; Covenants. Each of the
representations and warranties of Purchaser contained in this Agreement shall be
true in all material respects when made and as of the Closing Date, with the
same effect as though such representations and warranties had been made on and
as of the Closing Date (except that representations and warranties that are made
as of a specific date need be true in all material respects only as of such
date). Seller shall have received at Closing a certificate to that effect dated
as of such Closing Date and executed by the President or any Executive Vice
President of Purchaser. Each of the covenants and agreements of Purchaser to be
performed on or prior to the Closing Date shall have been duly performed in all
material respects. Seller shall have received at Closing a certificate to that
effect dated as of such Closing Date and executed by the President or any
Executive Vice President of Purchaser.


                                   ARTICLE 10
                              ENVIRONMENTAL MATTERS

         10.1 Environmental Matters. (a) Seller has provided to Purchaser and
Purchaser hereby acknowledges receipt of copies of Phase I environmental site
assessments for all Owned Real Property and asbestos reports with respect to all
the Real Property, except for Real Property where the improvements have been
completed after December 31, 1978. Such Phase I environmental site assessments
for all Owned Real Property have been dated (or supplemented) on or after
January 1, 1996.

         (b) If such Phase I site assessments and asbestos reports reasonably
indicate the necessity or desirability of further investigation to determine
whether or not an Environmental Hazard or an Asbestos Hazard exists at such Real
Property, Purchaser may elect, not later than thirty (30) days after the signing
of this Agreement, to have Clayton Environmental, Building Analytics, or another
similarly qualified environmental engineer or consultant mutually acceptable to
Purchaser and Seller (the "Environmental Consultant"), to the extent reasonable
and appropriate, conduct Phase II environmental site assessments and additional
asbestos investigations, the cost of which shall be shared equally by the
parties. Any such further investigation or testing shall be conducted in such a
manner so as not to interfere with the normal operation of the Branch(s)
involved. All such Phase II environmental site assessments and additional
asbestos reports shall be treated as information subject to Section 7.2(b) and
shall be completed not less than ninety (90) days after the signing of this
Agreement.

         (c) In the event that the Environmental Consultant has discovered an
Environmental Hazard, and/or Asbestos Hazard, during any such Phase II
environmental site assessment at any single parcel of Owned Real Property, the
<PAGE>   43
                                                                         Page 43




remediation of which, in the reasonable judgment of the Environmental
Consultant, is or would be the responsibility of Seller, or Purchaser should it
acquire such Owned Real Property, and will cost $100,000 or more for such single
parcel of Owned Real Property, Purchaser shall lease from Seller such single
parcel of Owned Real Property pursuant to a Lease Agreement that shall provide
as follows:

                  (i) Such Lease Agreement shall be for a term of two (2) years,
         with no obligation or right to renew (it being the intention of Seller
         that Purchaser locate an alternative branch site during such two
         years), at a rental equal to a fair market rental value;

                  (ii) Seller may sell such Owned Real Property to any person,
         subject to such Lease Agreement, for any price;

                  (iii) During the term of such Lease Agreement, in the event
         that Seller shall deliver to Purchaser a report of a qualified
         environmental engineer or consultant certifying that the Environmental
         Hazard, and/or Asbestos Hazard, at or on any such leased parcel of
         Owned Real Property has been remediated to the extent required under
         applicable Environmental Laws, Purchaser shall be required to purchase
         such parcel of Owned Real Property at the net book value as of the
         close of business of the month-end day most recently preceding the
         Closing Date; and

                  (iv) Other terms and conditions of the Lease Agreement shall
         be typical to such branch leases in the market as negotiated between
         Seller and Purchaser.

         If the remediation cost is less than $100,000 for any single parcel of
Owned Real Property, Purchaser shall acquire such parcel and such cost shall be
borne by Purchaser without indemnity under this Agreement.

         (d) Purchaser agrees that it and its Environmental Consultant shall
conduct any Phase II environmental site assessments or other investigations
pursuant to this Section with reasonable care and subject to customary practices
among environmental consultants and engineers, including, without limitation,
following completion thereof, the restoration of any site to the extent
practicable to its condition prior to such site assessment or investigation and
the removal of all monitoring wells.

         (e) Any lease of a parcel of Owned Real Property under Section 10.1(c)
shall in no way affect the transfer of any Assets or Liabilities, other than
such parcel of Owned Real Property, to the Purchaser at the Closing.
<PAGE>   44
                                                                         Page 44




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<PAGE>   45
                                                                         Page 45




                                   ARTICLE 11
                                   TERMINATION

         11.1 Termination. This Agreement may be terminated at any time prior to
the Closing Date:

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

         (b) By Seller or Purchaser, 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) days after written notice of such
termination has been delivered to the breaching party; provided, however, that
termination pursuant to this Section 11.1(b) shall not relieve the breaching
party of liability arising out of or related to such breach;

         (c) By Seller or Purchaser, in the event that the Closing has not
occurred by March 31, 1997 unless the failure to so consummate by such time is
due to a breach of this Agreement by the party seeking to terminate;

         (d) By Seller or Purchaser at any time after the denial or revocation
of any Regulatory Approval or by Purchaser if any such approval has been
obtained which contains a Burdensome Condition; or

         (e) By Seller if, at any time prior to the Closing Date, an appropriate
official of any governmental agency or authority whose consent, approval or
authorization is required in order for Purchaser to consummate the transactions
contemplated hereby shall have advised that such authority will not grant such
consent, approval or authorization or will grant the same only subject to a
Burdensome Condition (unless Purchaser shall have waived the condition provided
for in the proviso to Section 9.1(a)), or where there shall be in effect any
Order, or if there shall exist any proceeding which, in Seller's reasonable
judgment, would result in an Order; provided, however, that Purchaser shall have
fifteen (15) days following receipt of notice from Seller to remedy any such
situation or to provide assurances reasonably acceptable to Seller that such
situation will be remedied by the Closing Date.

         11.2 Effect of Termination. In the event of termination of this
Agreement and abandonment of the transactions contemplated hereby pursuant to
Section 11.1, no party hereto (or any of its directors, officers, employees,
agents or Affiliates) shall have any liability or further obligation to any
other party, except as provided in Section 7.2(b) and except that nothing herein
will relieve any party from liability for any breach of this Agreement.


                                   ARTICLE 12
<PAGE>   46
                                                                         Page 46




                       INDEMNIFICATION AND OTHER REMEDIES

         12.1 Indemnification. (a) Subject to Section 13.1, Seller shall
indemnify and hold harmless Purchaser and any person directly or indirectly
controlling Purchaser from and against any and all Losses which Purchaser may
suffer, incur or sustain arising out of or attributable to (i) any breach of any
representation or warranty made by Seller in this Agreement, (ii) any material
breach of any covenant or agreement to be performed by Seller pursuant to this
Agreement, (iii) any claim, penalty asserted, legal action or administrative
proceeding based upon any action taken or omitted to be taken by Seller or
conditions existing prior to the Closing Date, relating in any such case to the
operation of the Branches, the Assets or the Liabilities; or (iv) any liability,
obligation or duty of Seller that is not a Liability.

         (b) Subject to Section 13.1, Purchaser shall indemnify and hold
harmless Seller and any person directly or indirectly controlling Seller from
and against any and all Losses which Seller may suffer, incur or sustain arising
out of (i) any breach of any representation or warranty made by Purchaser in
this Agreement, (ii) any material breach of any covenant or agreement to be
performed by Purchaser pursuant to this Agreement, including, without
limitation, the covenants contained in Section 10.2 above, or (iii) any claim,
penalty asserted, legal action or administrative proceeding based upon any
action taken or omitted to be taken by Purchaser on or after the Closing Date,
relating in any such case to the operation of the Branches or the Assets, or
(iv) the Liabilities.

         (c) To exercise its indemnification rights under this Section 12.1 as a
result of the assertion against it of any claim or potential liability for which
indemnification is provided, the indemnified party shall promptly notify the
indemnifying party of the assertion of such claim, discovery of any such
potential liability or the commencement of any action or proceeding in respect
of which indemnity may be sought hereunder; PROVIDED, HOWEVER, in no event shall
notice of original claim for indemnification under this Agreement be given later
than the expiration of one (1) year from the Closing Date (excluding only claims
related to the covenants in Section 10.2 above). The indemnified party shall
advise the indemnifying party of all facts relating to such assertion within the
knowledge of the indemnified party, and shall afford the indemnifying party the
opportunity, at the indemnifying party's sole cost and expense, to defend
against such claims for liability. In any such action or proceeding, the
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at its own expense unless (i) the
indemnifying party and the indemnified party mutually agree to the retention of
such counsel or (ii) the named parties to any such suit, action, or proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party, and in the reasonable judgment of the indemnified party,
representation of the indemnifying party and the indemnified party by the same
counsel would be inadvisable due to actual or potential differing defenses or
conflicts of interests between them.

         (d) The indemnified party shall have the right to settle or compromise
any
<PAGE>   47
                                                                         Page 47




claim or liability subject to indemnification under this Section, and to be
indemnified from and against all Losses resulting therefrom, unless the
indemnifying party, within sixty (60) calendar days after receiving written
notice of the claim or liability in accordance with Section 12.1(c) above,
notifies the indemnified party that it intends to defend against such claim or
liability and undertakes such defense, or, if required in a shorter time than
sixty (60) calendar days, the indemnifying party makes the requisite response to
such claim or liability asserted.

         (e) Notwithstanding anything to the contrary contained in this
Agreement, an indemnifying party shall not be liable under this Section 12.1 for
any Losses sustained by the indemnified party unless and until the aggregate
amount of all indemnifiable Losses sustained by the indemnified party shall
exceed Twenty-Five Thousand Dollars ($25,000) times the number of Branches being
purchased hereunder, in which event the indemnifying party shall provide
indemnification hereunder in respect of all such indemnifiable Losses in excess
of Twenty-Five Thousand Dollars ($25,000) times the number of Branches being
purchased hereunder, provided, however, that the aggregate amount of
indemnification payments payable pursuant to this Section 12.1, shall in no
event exceed the amount of the Purchase Price. An indemnifying party shall not
be liable under this Section 12.1 for any settlement effected, without its
consent, of any claim or liability or proceeding for which indemnity may be
sought hereunder except in the case of a settlement in an amount which does not
exceed Twenty-Five Thousand Dollars ($25,000) times the number of Branches being
purchased hereunder; provided, however, the provisions of this Section 12.1(e)
shall not apply to Purchaser's obligation to indemnify Seller for a breach of
Purchaser's covenants contained in Section 10.2 above. In no event shall either
party hereto be entitled to consequential or punitive damages or damages for
lost profits in any action relating to the subject matter of this Agreement.

         12.2 Purchase Price Adjustment. Any amount paid by Seller or Purchaser
under this Article 12 will be treated as an adjustment to the Purchase Price
unless and to the extent that a "determination" (as defined in Section 1313(a)
of the Code) causes any such amount not to constitute an adjustment to the
Purchase Price for federal Tax purposes.

         12.3 Exclusivity. After the Closing, Article 12 will provide the
exclusive remedy for any misrepresentation, breach of warranty, covenant or
other agreement or other claim arising out of this Agreement or the transactions
contemplated hereby.

         12.4 AS-IS Sale; Waiver of Warranties. Except as otherwise expressly
set forth in this Agreement, Purchaser acknowledges that the Assets and
Liabilities are being sold and accepted on an "AS-IS-WHERE-IS" basis, and are
being accepted without any representation or warranty. As part of Purchaser's
agreement to purchase and accept the Assets and Liabilities AS-IS-WHERE-IS, and
not as a limitation on such agreement, TO THE FULLEST EXTENT PERMITTED BY LAW,
SELLER HEREBY DISCLAIMS AND PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY
WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS
<PAGE>   48
                                                                         Page 48




PURCHASER MIGHT HAVE AGAINST SELLER OR ANY PERSON DIRECTLY OR INDIRECTLY
CONTROLLING SELLER REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY
KIND OR TYPE, RELATING TO THE ASSETS AND LIABILITIES INCLUDING, BUT NOT LIMITED
TO, THE LOANS AND/OR THE COLLATERAL THEREFOR EXCEPT THOSE SET FORTH IN ARTICLE 5
AND SECTIONS 8.1 AND 8.8. SUCH WAIVER AND RELEASE IS, TO THE FULLEST EXTENT
PERMITTED BY LAW, ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN EVERY WAY. SUCH
WAIVER AND RELEASE INCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW, BUT IS NOT
LIMITED TO, A WAIVER AND RELEASE OF EXPRESS WARRANTIES (EXCEPT THOSE SET FORTH
IN ARTICLE 5 AND SECTIONS 8.1 AND 8.8), IMPLIED WARRANTIES, WARRANTIES OF
FITNESS FOR A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF
HABITABILITY, STRICT LIABILITY RIGHTS AND CLAIMS OF EVERY KIND AND TYPE,
INCLUDING BUT NOT LIMITED TO CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT
DISCOVERABLE, ALL OTHER EXTANT OR LATER CREATED OR CONCEIVED OF STRICT LIABILITY
OR STRICT LIABILITY TYPE CLAIMS AND RIGHTS.


                                   ARTICLE 13
                                  MISCELLANEOUS

         13.1 Survival. (a) The parties' respective representations and
warranties contained in this Agreement shall survive until the first anniversary
of the Closing Date, and thereafter neither party may claim any Loss in relation
to a breach thereof. The agreements and covenants contained in this Agreement
shall not survive the Closing except to the extent expressly set forth herein.

         (b) No claim based on any breach of any representation or warranty
shall be valid or made unless written notice with respect thereto is given to
Seller in accordance with this Agreement on or before the date specified in
Section 12.1(c); provided, however, that the provisions of this Section shall
not apply to claims based on Purchaser's breach of Section 10.2 above.

         13.2 Assignment. Neither this Agreement nor any of the rights,
interests or obligations of either party may be assigned by either of the
parties hereto without the prior written consent of the other party, and any
purported assignment in contravention of this Section 13.2 shall be void.

         13.3 Binding Effect. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

         13.4 Public Notice. Prior to the Closing Date, neither Purchaser nor
Seller shall directly or indirectly make or cause to be made any press release
for general circulation, public announcement or disclosure or issue any notice
or general
<PAGE>   49
                                                                         Page 49




communication to employees with respect to any of the transactions contemplated
hereby without the prior written consent of the other party (which consent shall
not be unreasonably withheld or delayed). Purchaser agrees that, without
Seller's prior written consent, it shall not release or disclose any of the
terms or conditions of the transactions contemplated herein to any other person.
Notwithstanding the foregoing, each party may make such public disclosure as, in
the opinion of its counsel, may be required by law or as necessary to obtain the
Regulatory Approvals.

         13.5 Notices. All notices, requests, demands, consents and other
communications given or required to be given under this Agreement and under the
related documents shall be in writing and delivered to the applicable party at
the address indicated below:

                  If to Seller, to:     Wells Fargo Bank, National Association
                                        420 Montgomery Street
                                        San Francisco, CA  94104
                                        Attention:  Guy Rounsaville, Jr., Esq.
                                                    Executive Vice President,
                                                    Chief Counsel & Secretary
                                        Fax:  (415) 975-7151

                  If to Purchaser, to:  First Pacific National Bank
                                        613 West Valley Parkway
                                        Escondido, CA  92025
                                        Attention:  Gary W. Deems
                                        Fax:  (619) 741-7381

or, as to each party at such other address as shall be designated by such party
in a written notice to the other party complying as to delivery with the terms
of this Section. Any notices shall be in writing, including telegraphic or
facsimile communication, and may be sent by registered or certified mail, return
receipt requested, postage prepaid, or by fax, or by overnight delivery service.
Notice shall be effective upon actual receipt thereof.

         13.6 Expenses. Except as expressly provided otherwise in this
Agreement, each party shall bear any and all costs and expenses which it incurs,
or which may be incurred on its behalf, in connection with the preparation of
this Agreement and consummation of the transactions described herein, and the
expenses, fees, and costs necessary for any approvals of the appropriate
regulatory authorities.

         13.7 Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of California applicable to contracts
made and to be performed entirely within such State.

         13.8 Entire Agreement; Amendments. (a) This Agreement contains the
entire understanding of and all agreements between the parties hereto with
respect to the
<PAGE>   50
                                                                         Page 50




subject matter hereof and supersedes any prior or contemporaneous agreement or
understanding, oral or written, pertaining to any such matters which agreements
or understandings shall be of no force or effect for any purpose; provided,
however, that the terms of any confidentiality agreement between the parties
hereto previously entered into, to the extent not inconsistent with any
provisions of this Agreement, shall continue to apply.

         (b) This Agreement may not be amended or supplemented in any manner
except by mutual agreement of the parties and as set forth in a writing signed
by the parties hereto or their respective successors in interest. The waiver of
any breach of any provision under this Agreement by any party shall not be
deemed to be a waiver of any preceding or subsequent breach under this
Agreement. No such waiver shall be effective unless in writing.

         13.9 Third Party Beneficiaries. This Agreement shall not benefit or
create any right or cause of action in or on behalf of any person other than
Seller and Purchaser.

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

         13.11 Headings. The headings used in this Agreement are inserted for
purposes of convenience of reference only and shall not limit or define the
meaning of any provisions of this Agreement.

         13.12 Consent to Jurisdiction; Waiver of Jury Trial. (a) EACH PARTY
HERETO HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF
CALIFORNIA AND THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
CALIFORNIA, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL
MAY BE TAKEN OR OTHER REVIEW SOUGHT FROM THE AFORESAID COURTS, FOR THE PURPOSE
OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF SUCH PARTY'S OBLIGATIONS
UNDER OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR
DOCUMENTS CONTEMPLATED HEREBY, AND, TO THE EXTENT IT LAWFULLY MAY DO SO,
EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH
COURTS.

         (b) EACH PARTY HERETO HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH
THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED
HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF A PARTY HERETO, SHALL
SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER
LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE
AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO
<PAGE>   51
                                                                         Page 51




CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER
ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OR
THIS SECTION HAVE BEEN FULLY CONSIDERED BY THE PARTIES HERETO, AND THE
PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED
WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL
NOT BE FULLY ENFORCED IN ALL INSTANCES.

         13.13 Severability. If any provision of this Agreement, as applied to
any party or circumstance, shall be judged by a court of competent jurisdiction
to be void, invalid or unenforceable, the same shall in no way effect any other
provision of this Agreement, the application of any such provision and any other
circumstances or the validity or enforceability of the other provisions of this
Agreement.

         13.14 Legal Action. If either Seller or Purchaser shall institute any
legal action to enforce this Agreement or any provision hereof, it is agreed
that the prevailing party shall be entitled to collect reasonable attorneys fees
and costs incurred in connection therewith.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date and year first above
written.
<PAGE>   52
                                                                         Page 52




                                        WELLS FARGO BANK,
                                          NATIONAL ASSOCIATION


                                        By:
                                             Name:
                                             Title:


                                        By:
                                             Name:
                                             Title:



                                        PURCHASER


                                        By:
                                             Name:
                                             Title:


                                        By:
                                             Name:
                                             Title:
<PAGE>   53
                                                                         Page 53




                                 SCHEDULE 1.1(a)

                          Assumed Severance Obligations


         1. First Interstate Bancorp Broad-Based Change in Control Severance Pay
Plan.

         2. First Interstate Bancorp Middle Management Change in Control
Severance Pay Plan.

         3. Wells Fargo & Company Separation Pay Plan.
<PAGE>   54
                                                                         Page 54




                                 SCHEDULE 1.1(b)

                            Branches/Real Properties


<TABLE>
<CAPTION>
 BRANCH NAME       BRANCH ADDRESS                 CITY                 LEASE/OWN
 -----------       --------------                 ----                 ---------
<S>                <C>                           <C>                   <C>
Valley Center      29124 Valley Center Rd.       Valley Center          Owned
</TABLE>
<PAGE>   55
                                                                         Page 55




                                 SCHEDULE 1.1(c)

                                    (DELETED)
<PAGE>   56
                                                                         Page 56




                                 SCHEDULE 1.1(d)

                                    (DELETED)
<PAGE>   57
                                                                         Page 57

                                 SCHEDULE 3.6(a)

                          FORM OF CALIFORNIA GRANT DEED

Recording Requested by:

When Recorded Mail to:


                   DOCUMENTARY TRANSFER TAX $ ________________

( ) COMPUTED ON FULL VALUE OF PROPERTY CONVEYED, OR ( ) COMPUTED ON FULL VALUE
LESS LIENS AND ENCUMBRANCES REMAINING THEREON AT TIME OF SALE.


Signature of declarant or agent determining tax - Firm Name

      (  ) Unincorporated Area           (  ) City of ________________

Assessor's parcel No. ________________

                  WELLS FARGO BANK, NATIONAL ASSOCIATION with its principal
office located in San Francisco, California, the undersigned grantor, for a
valuable consideration, receipt of which is hereby acknowledged, does hereby
remise, release and forever grant to [NAME OF GRANTEE(S)] a _________________,
with its principal office located in __________________, all of the real
property in the City of ____________________, County of ____________________,
State of California, described in Attachment A hereto.


Date: ___________________          WELLS FARGO BANK, NATIONAL ASSOCIATION



                                   By: _______________________________
                                            Name:
                                            Title:


                         MAIL TAX STATEMENTS TO GRANTEE
                                AT ADDRESS ABOVE
<PAGE>   58
                                                                         Page 58


                                  Attachment A

                                    Property
<PAGE>   59
                                                                         Page 59



                                 SCHEDULE 3.6(b)

                              FORM OF BILL OF SALE


         BILL OF SALE, dated as of _________________, 1996 by WELLS FARGO BANK,
NATIONAL ASSOCIATION, with its principal office located in San Francisco,
California ("Seller"), to _______________________________________________, with
its principal office located in ___________________________________________,
California ("Purchaser"). Capitalized terms not otherwise defined herein shall
have the same meanings as set forth in the Purchase and Assumption Agreement,
dated as of __________________, 1996 (the "P&A Agreement"), between Seller and
Purchaser, unless the context herein otherwise requires.


                              W I T N E S S E T H:

         WHEREAS, subject to the terms and conditions set forth in the P&A
Agreement, Seller has agreed to transfer to Purchaser the Assets;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller does hereby convey, grant,
bargain, sell, transfer, set over, assign, alienate, remise, release, deliver
and confirm unto Purchaser, its successors and assigns, forever, all of Seller's
right, title, interest and claim in and to the Personal Property (including
without limitation, the items described in Attachment A hereto), as of 11:59
P.M., California time, the day prior to the date hereof.

         TO HAVE AND TO HOLD all and singular of the foregoing (the "Transferred
Properties") unto Purchaser, its successors and assigns, to its and their own
use and enjoyment forever.

         SELLER FURTHER COVENANTS AND AGREES AS FOLLOWS:

         1. This instrument shall not constitute an assignment of any covenant,
obligation, liability, contract, agreement, license, lease or commitment
pertaining to the Transferred Properties if an attempted assignment thereof
without the consent of any other party thereto or with an interest therein would
constitute a breach thereof or would materially and adversely affect the rights
of Seller thereunder. If any such consent is not obtained with respect to any
such covenant, obligation, liability, contract, agreement, license, lease or
commitment, or if an attempted assignment with respect thereto would be
ineffective or would impair the rights of Seller thereunder so that Purchaser
would not in fact receive the benefit of all such rights, then Seller, its
successors and assigns, shall act as Purchaser's agent in order to obtain for
Purchaser, its successors and assigns, the benefits thereunder, and Seller will
cooperate with Purchaser in any other reasonable arrangement designed to provide
such benefits for
<PAGE>   60
                                                                         Page 60


Purchaser.

         2. The Transferred Properties are being delivered "AS IS", "WHERE IS"
and with all faults.

         3. From time to time, Seller, its successor and assigns, shall execute
and deliver all such further bills of sale, assignments or other instruments of
conveyance and transfer as Purchaser, its successors or assigns, may reasonably
request more effectively to transfer to and vest in Purchaser all of Seller's
interest in the Transferred Properties.

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

         5. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of California applicable to contracts made and to be
performed entirely within such State.

         IN WITNESS WHEREOF, Seller has duly executed and delivered this Bill of
Sale as of the day and year first above written.

                                   WELLS FARGO BANK, NATIONAL ASSOCIATION


                                   By:
                                        -------------------------------------
                                            Name:
                                            Title:


                                   PURCHASER:


                                   By:
                                        -------------------------------------
                                            Name:
                                            Title:
<PAGE>   61
                                                                         Page 61



                                  Attachment A

                                Personal Property


                                [To be provided]
<PAGE>   62
                                                                         Page 62


                                 SCHEDULE 3.6(c)

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


         ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of __________, 1996 (this
"Agreement"), between WELLS FARGO BANK, NATIONAL ASSOCIATION, organized under
the laws of the United States, with its principal office located in San
Francisco, California ("Seller"), and _____________________________, with its
principal office located in ________________________________ ("Purchaser").
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Purchase and Assumption Agreement, dated as of _____________________,
(the "P&A Agreement"), between Seller and Purchaser, unless the context herein
otherwise requires.


                              W I T N E S S E T H:

         WHEREAS, subject to the terms and conditions set forth in the P&A
Agreement, Seller has agreed to assign, and Purchaser has agreed to assume, the
Liabilities;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. Seller hereby sells, assigns, conveys, transfers and delivers, and
Purchaser assumes, without warranty or representation, express or implied, or
recourse to, Seller, except as expressly provided in the P&A Agreement, the
Liabilities, other than the Branch Leases, as set forth in the P&A Agreement.

         2. Seller hereby (a) resigns as the trustee or custodian of each
Deposit in an IRA or Keogh Account of which it is the trustee or custodian, and
(b) the extent permitted by the documentation governing such IRA or Keogh
Account, appoints Purchaser as successor trustee or custodian of each such IRA
or Keogh Account, and Purchaser hereby accepts each such trusteeship or
custodianship and assumes all fiduciary obligations with respect thereto.

         3. This Agreement shall not constitute an assignment or assumption of
any covenant, fiduciary or other obligation, liability, contract, agreement,
license, lease or commitment pertaining to any Liability if an attempted
assignment or assumption thereof without the consent of any other party thereto
or with an interest therein would constitute a breach thereof or would
materially and adversely affect the rights of Seller thereunder. If any such
consent is not obtained with respect to any such covenant, fiduciary or other
obligation, liability, contract, agreement, license, lease or commitment, or if
an attempted assignment or assumption of any covenant, fiduciary or other
obligation, liability, contract, agreement, license, lease or commitment
pertaining to any Liability would be ineffective or would impair the rights of
Seller thereunder so that
<PAGE>   63
                                                                         Page 63



Purchaser would not in fact receive the benefit of all such rights, then Seller,
its successors and assigns shall act as Purchaser's agent in order to obtain for
Purchaser, its successors and assigns, the benefits thereunder, and Seller will
cooperate with Purchaser in any other reasonable arrangement designed to provide
such benefits for Purchaser.

         4. This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective
permitted successors and permitted assigns; provided, that neither this
Agreement nor any of the rights, interests or obligations of either party may be
assigned by either party hereto without the prior written consent of the other
party, and any purported assignment in contradiction of this Section 4 shall be
void.

         5. This Agreement is made pursuant to the provisions of the P&A
Agreement and, except as herein otherwise provided, the assignment and
assumption of any other Liabilities hereunder are made subject to the terms and
provisions of the P&A Agreement.

         6. Except as otherwise provided herein, all of the transactions
provided for herein shall be effective as of 11:59 p.m., California time, the
day prior to the date hereof.

         7. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of California applicable to contracts made and to be
performed entirely within such State.

         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
<PAGE>   64
                                                                         Page 64


                                   WELLS FARGO BANK, NATIONAL ASSOCIATION


                                   By:
                                        -------------------------------------
                                            Name:
                                            Title:


                                   [PURCHASER]:


                                   By:
                                        -------------------------------------
                                            Name:
                                            Title:
<PAGE>   65
                                                                         Page 65


                                 SCHEDULE 3.6(d)

                   FORM OF ASSIGNMENT OF LEASE AND ASSUMPTION


         KNOW THAT WELLS FARGO BANK, NATIONAL ASSOCIATION, a national bank,
organized under the laws of the United States, having its principal office in
San Francisco, California ("Assignor"), in consideration of One Dollar ($1.00)
and other good and valuable consideration paid by
_____________________________________, with its principal office located in
_________________, California ("Assignee"), hereby assigns unto the Assignee all
of Assignor's right, title and interest as tenant under a certain lease more
particularly described on Attachment A hereto, covering premises described on
such attachment and in such Lease (the "Lease").

         TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns
from and after 11:59 P.M., California time, the day prior to the date hereof
(the "Effective Time"), subject to the terms, covenants, conditions and
provisions set forth in the Lease.

         ASSIGNEE hereby assumes, effective as of the Effective Time, the
performance of all terms, covenants and obligations of the Lease on the part of
Assignor to be performed under the Lease.

         IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement
as of the ____ day of ______________, 1996.


                                   WELLS FARGO BANK, NATIONAL ASSOCIATION


                                   By:
                                        -------------------------------------
                                            Name:
                                            Title:


                                  [ASSIGNEE]:


                                   By:
                                        -------------------------------------
                                            Name:
                                            Title:
<PAGE>   66
                                                                         Page 66



                                  Attachment A

                                      Lease
<PAGE>   67
                                                                         Page 67


                                 SCHEDULE 3.6(e)

                            FORM OF LANDLORD CONSENT


         CONSENT, dated as of ________________, 1996, of __________________,
with its principal office located in _______________________ ("Landlord"), in
favor of WELLS FARGO BANK, NATIONAL ASSOCIATION organized under the laws of the
United States, with its principal office located in San Francisco, California
("Seller").


                              W I T N E S S E T H:

         WHEREAS, Landlord is the owner of certain premises and a party to a
certain lease, each described on Attachment A hereto (the "Lease"); and

         WHEREAS, Seller desires to assign its entire interest (including,
without limitation, renewal rights, if any) in the Lease to
_____________________, with its principal office located in __________________,
California ("Purchaser"); and

         WHEREAS, Seller has requested Landlord's consent to said assignment and
to Purchaser's use of said premises as a banking office and for all other
purposes authorized under the Lease for the balance of the term of the Lease and
Landlord desires to consent to the same for all purposes required under the
Lease.

         NOW, THEREFORE,

         1. Subject to the limitations set forth below, Landlord hereby consents
to the assignment of the Lease by Seller to Purchaser and to Purchaser's use of
said premises as a banking office and for all other purposes authorized under
the Lease for the balance of the term of the Lease; provided that Purchaser
shall agree to assume all of the obligations of Seller arising under the Lease
from and after the effective date of the assignment.

         2. Except for the aforementioned assignment by Seller to Purchaser,
nothing contained herein shall constitute a waiver of the obligation, if any, of
the holder of the leasehold interest created under the Lease to obtain
Landlord's consent to future assignments of the Lease or a sublease of the
premises demised thereunder.

         3. Nothing contained herein shall be construed to obligate Seller to
assign the Lease to Purchaser, it being understood and acknowledged by Landlord
that the execution and delivery of this Consent is in anticipation of said
assignment, which may or may not be effected. If said assignment shall be
effected, Seller or Purchaser shall promptly provide to Landlord a fully
executed counterpart of said assignment and notify Landlord of the effective
date thereof.
<PAGE>   68
                                                                         Page 68


         4. Landlord acknowledges and certifies that, except for the conditions
contained herein, all conditions set forth in the Lease, if any, to the
effectiveness of the aforementioned assignment or to the consent of Landlord
contained herein have been either waived by Landlord or satisfied.

         IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this instrument as of the day and year first above written.


                                       [LANDLORD]


                                       By:
                                           ---------------------------------
                                                Name:
                                                Title:
<PAGE>   69
                                                                         Page 69


                                  Attachment A

                                      Lease
<PAGE>   70
                                                                         Page 70



                                 SCHEDULE 3.6(g)

                         FORM OF CERTIFICATE OF OFFICER
                     WELLS FARGO BANK, NATIONAL ASSOCIATION


         The undersigned, the [title of officer] of WELLS FARGO BANK, NATIONAL
ASSOCIATION, a bank, organized under the laws of the United States of America,
with its principal office located in San Francisco, California ("Seller"),
hereby certifies, to the best of [his] [her] knowledge after reasonable inquiry,
as follows:

         1. Each of the representations and warranties made by Seller in the
Purchase and Assumption Agreement, dated as of _____________, 1996, (the "P&A
Agreement"), between Seller and _________________________________, with its
principal office located in __________________, California, are true in all
material respects, as of the date hereof.

         2. Each of the covenants and agreements of Seller to be performed on or
prior to the date hereof have been duly performed in all material respects.

         3. Attached hereto are true and correct copies of the resolutions of
the Seller's Board of Directors, dated as of _____________, 1996, authorizing
the execution, delivery and performance of the transactions contemplated by the
P&A Agreement, which resolutions were duly adopted and, as of the date hereof,
remain in full force and effect without amendment or modification.

         IN WITNESS WHEREOF, I have hereunto subscribed my name this ____ day of
________________, 1996.


                                   WELLS FARGO BANK, NATIONAL ASSOCIATION

                                   By: ___________________________________
                                            Name:
                                            Title:
<PAGE>   71
                                                                         Page 71


                                 SCHEDULE 3.7(d)

                         FORM OF CERTIFICATE OF OFFICER


         The undersigned, the [title of officer] of
_________________________________, with its principal office located in
____________________, California ("Purchaser"), hereby certifies, to the best of
[his] [her] knowledge after reasonable inquiry, as follows:

         1. Each of the representations and warranties made by Purchaser in the
Purchase and Assumption Agreement, dated as of ____________, 1996 (the "P&A
Agreement"), between Purchaser and Wells Fargo Bank, National Association,
organized under the laws of the United States, with its principal office located
in Los Angeles, California, are true in all material respects, as of the date
hereof (except for representations and warranties that are made as of a specific
date).

         2. Each of the covenants and agreements of Purchaser to be performed on
or prior to the date hereof have been duly performed in all material respects.

         3. Attached hereto are true and correct copies of the resolutions of
the Purchaser's Board of Directors, dated as of _________________, 1996,
authorizing the execution, delivery and performance of the transactions
contemplated by the P&A Agreement, which resolutions were duly adopted and, as
of the date hereof, remain in full force and effect without amendment or
modification.

         IN WITNESS WHEREOF, I have hereunto subscribed my name this ____ day of
________________, 1996.


                                       [PURCHASER]:


                                       By:
                                           -----------------------------------
                                                Name:
                                                Title:
<PAGE>   72
                                                                         Page 72


                                  SCHEDULE 5.4

                                  Tenant Leases


PROP. #       PROPERTY NAME     SUB-TENANT NAME      SQ.          LEASE
                                                     FT.          EXPIRES
-------       -------------     ---------------      ---          -------

None.
<PAGE>   73
                                                                         Page 73



                                  SCHEDULE 5.6

                     Litigation and Undisclosed Liabilities



None.
<PAGE>   74
                                                                         Page 74



                              SCHEDULE 5.10(a)(ix)


                                    (DELETED)
<PAGE>   75
                                                                         Page 75



                               SCHEDULE 5.10(f)(i)


                                    (DELETED)
<PAGE>   76
                                                                         Page 76



                                  SCHEDULE 5.16

                              Environmental Matters


See asbestos reports and Phase I Reports (as updated) previously provided to
Purchaser.
<PAGE>   77
                                                                         Page 77



                                  SCHEDULE 8.1

                           Outstanding Tax Liabilities



None.