<PAGE>   1
                                 EXHIBIT 10.24

                 BOATMEN'S FIRST NATIONAL BANK OF KANSAS CITY -
                        LOAN COMMITMENT DATED JUNE 1996
<PAGE>   2
BOATMEN'S
FIRST NATIONAL BANK                                  10th and Baltimore
OF KANSAS CITY                                       Post Office Box 419038
                                                     Kansas City, Missouri 64183
June 25, 1996                                        616-221-2800

Gary S. Judd
Chairman of the Board
Vectra Banking Corporation
1650 South Colorado Boulevard, #320
Denver, CO 80222

Dear Mr. Judd,

Boatmen's First National Bank of Kansas City (Boatmen's) hereby offers to
extend to Vectra Banking Corporation a loan based on your current financial
statements and circumstances, subject to the following terms and conditions:


Borrower:                          Vectra Banking Corporation

Guarantors:                        None

Amount of Loan:                    $5,000,000

Interest Rate:                     Corporate Base Rate of Boatmen's minus 1/2% 
                                   floating daily. Interest is to be paid 
                                   quarterly.
                                   
                                   Fixed Rate Options: (A) 3 Year Treasury 
                                   Yield plus 275 basis points at time of 
                                   closing. (B) 5 Year Treasury Yield plus 275 
                                   basis points at time of closing.

The Corporate Base Rate of interest of Boatmen's which is the interest rate
established from time to time as its Corporate Base Rate and designed as such
for its own internal convenience. No representation is made that the Corporate
Base Rate is the lowest, the best or favored rate. The rate shall be adjusted
as often as, and on the same day as, any change in such Corporate Base Rate.

Repayment Schedule:                Quarterly interest payments 1st year. 
                                   Quarterly interest payments with annual 
                                   equal Principal payments year 2 through 10 
                                   to amortize in full.

Term of Loan:                      The loan will be on one year notes subject 
                                   to renewal based upon financial conditions 
                                   of the bank and holding company at the time
                                   of maturity.

Purpose of Loan:                   Purchase Southwest State Bank in Denver.

Collateral:                        The loan shall be secured by 100% of the 
                                   common stock of Vectra Bank, Denver, CO.

Documents:                         All documents reasonably required by 
                                   Boatmen's documentation standards.





                                    10.24-1
<PAGE>   3
Additional Requirements:           This commitment is subject to an asset 
                                   quality review revealing results 
                                   satisfactory to Boatmen's, prior to loan 
                                   closing. Any cost pertaining to this review
                                   will be borne by Boatmen's.

                                   This commitment is subject to any additional
                                   reasonable requirements which may be 
                                   considered necessary by Boatmen's.

                                   All prior representations and agreements 
                                   between the parties are merged into this 
                                   commitment. This commitment can only be
                                   changed by an instrument in writing signed
                                   by the parties hereto.
        
                                   This commitment is delivered and is intended
                                   to be performed in the State of Missouri and
                                   shall be construed in accordance with the
                                   laws of Missouri.
        
                                   The terms and conditions of this commitment
                                   letter shall remain confidential. Borrower
                                   shall not disclose this information to any
                                   other party.
        
Financial Statements:              Boatmen's shall within ninety (90) days 
                                   after the end of each fiscal year, and at
                                   any other reasonable time such information
                                   is requested, be furnished complete and
                                   current financial statements of the Borrower
                                   and any Guarantors.
        
                                   Boatmen's will, from time to time, review 
                                   the financial conditions and other
                                   circumstances of the Borrower. Accordingly,
                                   we retain the right to modify or withdraw
                                   the loan at any time while this commitment
                                   is outstanding.
        
Commitment Acceptance:             The commitment must be accepted and 
                                   returned to Boatmen's 30 days from the date
                                   hereof on or before the 26th day of June, 
                                   1996.

If this commitment is satisfactory, please confirm our summary of the request
and your acceptance of these proposed terms and conditions by signing and
returning one copy of this letter to the attention of the undersigned at the
Bank on or before the days provided above.

Sincerely,

/s/ Paul L. Richmond                   
---------------------------------------
Paul L. Richmond, Vice President
BOATMEN'S FIRST NATIONAL BANK OF KANSAS CITY

ORAL AGREEMENT OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM
ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.





                                    10.24-2
<PAGE>   4
CONFIRMED AND ACCEPTED THIS 25TH DAY OF JUNE, 1995.

BY: /s/ Gary S. Judd
  ----------------------
    Gary S. Judd

cc: Mr. Ray Nash, Chief Financial Officer





                                    10.24-3
<PAGE>   5
                                   AGREEMENT

         This agreement is made this 28th day of June, 1996, between Vectra
Banking Corporation, a Colorado Corporation (the "Borrower"), and Vectra Bank,
a Colorado Corporation (the "Subsidiary Bank"), and Boatmen's First National
Bank of Kansas City (the "Bank"), having its principal office at 14 West 10th
Street, Kansas City, Missouri.

         Subject to the Terms and conditions of this Agreement and the Note and
Security Agreement issued hereunder, the Bank agrees to extend credit to the
Borrower in an amount not to exceed four million fifty thousand and no/100
dollars ($4,050,000).

         1.      Promissory Note.  The loan to be made hereunder will be
                 evidenced by the Note, which will be payable on the following
                 terms.

                 1.1 Interest.  The Note will bear interest on the balance at
                 the Corporate Base Rate of the Bank minus 50 basis points.
                 The interest rate will change daily.  Interest will be payable
                 commencing September 28, 1996, and quarterly thereafter.

                 1.2 Maturity.  The entire unpaid balance of the Note and all
                 accrued interest will be due and payable on June 28, 1997.

                 1.3 It is the Bank's expectation that, if the Borrower reduces
                 the principal amount of the Note in the amount of $-0- on June
                 28, 1997 the Note will be renewed from time to time on
                 principally the same terms and under the same conditions until
                 the Borrower's obligation is paid in full.  Notwithstanding
                 the above, the Borrower understands that should the Bank
                 determine, in its absolute discretion, that Borrower's credit
                 standing is unsatisfactory, the Note will not be renewed by
                 the Bank and must be paid in full.

         2.      Collateral Security.  Payment of the Note will be secured by a
                 first pledge and security interest covering 397,843 shares of
                 the capital stock of the Vectra Bank (100%), the Subsidiary
                 Bank.

         3.      Conditions of Lending.  Until payment in full of the Note, the
                 Borrower agrees that, unless the Bank otherwise consents in
                 writing, the Borrower will perform or cause to be performed
                 the following.

                 3.1      Records.  Accurate books and records of account will
                 be maintained by the Borrower and the Subsidiary Bank in
                 accordance with sound accounting practices consistently
                 applied, and the Bank and its designated representatives will
                 have the right to examine such books and records, and to
                 discuss the affairs, finances, accounts, and content of such
                 books and records of the Borrower and the Subsidiary Bank.

                 3.2      Financial Statements.  Furnish with ninety (90) days
                 after the close of each fiscal year of the Borrower, complete
                 copies of the balance sheets as of the close of such fiscal
                 year and the profit and loss statements and surplus
                 reconciliations of the Borrower for such fiscal year prepared
                 in accordance with sound accounting principles by accountants
                 and in form satisfactory to the Bank.

                 3.3      Reports.  Furnish within thirty (30) days after each
                 filing thereof: (a) copies of the FRY-6 Annual Report of the
                 Borrower to the Federal Reserve System; and (b) copies of all
                 Consolidated Reports of Condition and Consolidated Reports of
                 Income and Call Reports filed by the Subsidiary Bank with the
                 appropriate regulatory agency.





                                    10.24-4
<PAGE>   6
                 3.4      Such information concerning the Borrower and
                 Subsidiary Bank as the Bank might reasonably request

         4.      Adverse Change.  The Borrower will as soon as reasonably
                 possible advise the Bank of any requirement by the regulatory
                 authorities for additional capital in the Subsidiary Bank, or
                 the institution of any agreement, order, or proceeding between
                 any regulatory authority and the Borrower or Subsidiary Bank,
                 whether or not such agreement, order or proceeding is agreed
                 to by the Borrower or Subsidiary Bank. The Borrower will as
                 soon as reasonably possible advise the Bank of any significant
                 litigation or other matter which might result in a material
                 adverse change in the financial condition of the Borrower or
                 the Subsidiary Bank.

         5.      Change of Ownership.  Change in control of the Borrower as set
                 forth in Exhibit A, without the prior written consent of the
                 Bank, shall constitute an event of default and upon such an
                 occurrence the bank may demand the entire obligation of the
                 Borrower to be immediately due and payable Borrower agrees to
                 immediately notify bank of any such change in control.

         6.      In the event additional capital shall be injected in
                 Subsidiary Bank, whether by capital note, stock or in other
                 form, such capital note, stock or other installment shall be
                 immediately pledged to Bank.

         7.      If default shall be made in the due observance or performance
                 of any terms, covenants or agreements in this Agreement, the
                 Bank may demand the entire obligation of the Borrower to be
                 due and payable. No failure on the part of the bank to
                 exercise and no delay in exercising any right hereunder shall
                 operate as a waiver thereof.

         8.      This agreement and the rights and obligation of the parties
                 shall be governed by and interpreted in accordance with the
                 laws of the State of Missouri.

         9.      This agreement is the final expression of the Agreement
                 between Boatmen's and the Borrower. This agreement may not be
                 contradicted by evidence of any prior oral agreement or of a
                 contemporaneous oral agreement between the parties.

                 ALL OF THE TERMS OF THE FINAL AGREEMENT OF THE PARTIES NOT SET
                 FORTH ABOVE OR WHICH VARY ANY TERMS SET FORTH ABOVE, INCLUDING
                 ANY PREVIOUS ORAL AGREEMENTS ARE AS FOLLOWS:

         IN WITNESS WHEREOF, the parties have executed and delivered his
agreement effective on the date first above written.


                                       VECTRA BANKING CORPORATION
                                       "Borrower"

                                       By: /s/ Gary S. Judd                   
                                         -------------------------------------
                                               Gary S. Judd, President

                                       VECTRA BANK
                                       "Subsidiary Bank"

                                       By: /s/ Gary S. Judd                   
                                         -------------------------------------
                                           Gary S. Judd, President

                                       BOATMEN'S FIRST NATIONAL BANK OF KANSAS
                                       CITY

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




                                    10.24-5

<PAGE>   7
579383-0001-B36                PROMISSORY NOTE      BOATMEN'S FIRST NATIONAL
                                  (Corporate)        BANK OF KANSAS CITY
BOATMEN'S                             TO             Kansas City, Missouri 64105
$4,050,000.00                        BANK                 "Bank"

The undersigned ("Borrower") promises to pay to the order of Bank at Bank's
address as listed at the top of this Note ("Bank's Address"), or such other
address as the holder hereof may designate, the principal sum of FOUR MILLION
FIFTY THOUSAND AND NO/100 Dollars ($4,050,000.00), plus interest thereon as
required below.

Interest shall accrue on the outstanding principal balance of this Note at the
rate specified by the checked block below (unchecked blocks do not apply):

       _________________________________percent (__%) per annum.
--     The Reference Rate described below which rate may change, without
--     notice, from time to time.

X      That rate per annum which is 500/100 (0.500) percentage points LESS
--     THAN the Reference Rate described below.  Such rate shall change,
       without notice, simultaneously with each change in the Reference Rate

After maturity, whether upon the lapse of time or by acceleration, all past due
principal, and interest to the extent permitted by law, shall bear interest
until paid at the same rate as would be applicable if it was before maturity,
plus 2.000%. All interest shall be calculated on the basis of the days actually
elapsed over a year deemed to consist of 360 days.

The "Reference Rate" is the rate described after the checked block below:

X      The Corporate Base Rate ("CBR") as established by Bank from time to time.
--

The Reference Rate is not necessarily the lowest rate charged by Bank on Its
loans.

Notwithstanding anything to the contrary contained in this Note, the rate of
interest payable under this Note shall not exceed the maximum amount Bank
lawfully may charge. If Bank receives anything of value deemed interest under
applicable law which would exceed the maximum amount of interest permissible
under applicable law, or If application of any variable rate, use of a 360-day
year or any other circumstance, including acceleration, prepayment, or demand,
would cause the effective interest rate under this Note to exceed such maximum
rate, then the interest rate under this Note shall be deemed reduced to such
maximum rate, and the excessive interest shall, at the option of Bank, be
applied to the reduction of the outstanding principal balance under this Note
or refunded to Borrower.

The entire outstanding principal balance and all accrued interest thereon shall
be due and payable on JUNE 28, 1997 ("Final Maturity").

Until Final Maturity, Borrower shall make payments as follows:

Interest only in QUARTERLY installments commencing on SEPTEMBER 28, 1996, and
continuing QUARTERLY thereafter, with the unpaid principal balance and all
interest accrued thereon being due and payable in full on JUNE 28, 1997.

In the event that the rate of interest payable under this Note increases as a
result of an increase in the Reference Rate to which the interest rate is
linked and such increase causes the amount of interest due and payable on any
scheduled payment date to be in excess of the scheduled payment set forth
above, then, in that event, the amount of interest in excess of the scheduled
payment shall also be due and payable in addition to the scheduled payment.  In
the event that the rate of interest payable under this Note increases as a
result of an increase in the Reference Rate to which the interest rate is
linked and such increase causes the amount of interest due and payable on any
scheduled payment date to be in excess of the scheduled payment set forth
above, then, in that event, the amount of interest in excess of the scheduled
payment shall also be due and payable in addition to the scheduled payment.





                                    10.24-6
<PAGE>   8
This Note is secured by the following agreements:

Name of Agreement                 Date of Agreement
SECURITY AGREEMENT                JUNE 28, 1996

There may be other security and Borrower acknowledges that omitting to list it
here shall not constitute a waiver or abandonment thereof. The holder of this
Note, in addition to any other rights the holder may have, shall have the right
to offset against amounts due under this Note all deposits, funds, securities,
and other property of Borrower in the possession of the holder.

If Borrower does not pay any principal or interest when due hereunder, or if
Borrower or any other party defaults under or otherwise fails to perform or pay
any covenant or obligation in any agreement that secures this Note or has been
executed and delivered to the holder hereof in connection with the indebtedness
evidenced by this Note, the holder hereof may declare all principal and unpaid
accrued interest to be immediately due and payable. Failure to do so at any
time shall not constitute a waiver of the right of the holder hereof to do so
at any other time.

Borrower and all others who are or become parties to this Note, whether as
makers, endorsers, or guarantors, by becoming parties to this Note waive
presentment for payment, notice of dishonor, protest, notice of protest, and
all other notices and lack of diligence in the enforcement of this Note. Every
such party by becoming a party to this Note assents to each and every extension
or postponement of the time of payment or other indulgence by the holder of
this Note, whenever made, and waives notice thereof. Every such party by
becoming a party to this Note further waives any and all defenses which such
party may have based on suretyship or impairment of collateral with respect to
this Note.

If this Note is not paid strictly according to its terms, Borrower shall (to
the extent permitted by law) pay all costs of collection, including but not
limited to court costs and attorney's fees and expenses (whether or not there
is litigation), and all costs of the holder hereof incurred in connection with
any proceedings affecting this Note under the United States Bankruptcy Code.

Borrower agrees that it will use the proceeds of this Note for business
purposes (other than agricultural purposes) only, and not for personal, family
or household purposes.

This Note shall be governed by the law of the state of Bank's Address without
regard to choice or conflict of laws rules.

IF THERE IS MORE THAN ONE UNDERSIGNED AS BORROWER, ALL REFERENCES HEREIN TO
"BORROWER" REFER TO ALL OF THE UNDERSIGNED AND TO EACH OF THEM, AND THEIR
OBLIGATIONS HEREUNDER ARE JOINT AND SEVERAL.

EXECUTED: JUNE 28, 1996.

VECTRA BANKING CORPORATION
By: /s/ Gary S. Judd                          
  -------------------------
    Gary S. Judd, President

Borrower's Notice Address:  1650 South Colorado Boulevard, #320, Denver, CO
80222
Borrower's Telephone Number: 303-782-7440
Borrower's Facsimile Number: 303-759-5017
Borrower's Chief Business Address: 1650 South Colorado Boulevard, #320, Denver,
CO 80222





                                    10.24-7
<PAGE>   9
<TABLE>
<S>                         <C>
                                                                                              
                                                                                              Boatmen's First National Bank
                                                                                              of Kansas City
                                                                                              14 West 10th Street
BOATMEN'S                                          SECURITY AGREEMENT                         Kansas City, Missouri 64105
5793823-0001-B36   (Property Other Than Inventory, Accounts and General Intangibles)         "Bank"
                                                            to
                                                           Bank
</TABLE>

To secure payment of all Obligations of the undersigned ("Obligor") to Bank,
Obligor by this Security Agreement (this "Agreement") grants to Bank a security
interest under the Uniform Commercial Code in, and pledges and assigns to Bank,
the following property and such other property as may be described in any
exhibit attached hereto, all of Obligor's books and records (including computer
data and storage media) pertaining to the foregoing, all rights related
thereto, all additions thereto and substitutions therefor, and all interest,
dividend or other income, products, and cash and noncash proceeds, of or from
said property, and everything that becomes (or is held for the purpose of
being) affixed to or installed in any of said property (collectively the
"Collateral"):

         397,843 shares of Vectra Bank, Denver, Colorado. The proceeds of
         shares of the capital stock of Vectra Bank, Denver, Colorado,
         including, but not limited to, all accruals to such shares and
         dividends, rights and payments, shares and property received in
         respect thereof, including those by way of corporate reorganization,
         liquidation, split or change in capital structure.

Obligor agrees in favor of Bank as follows:

1.  OBLIGATIONS.  As used herein, the term "Obligations" shall mean all
indebtedness (whether principal, interest, fees or otherwise), obligations and
liabilities of Obligor to Bank (including without limitation all extensions,
renewals, modifications, rearrangements, restructures, replacements and
refinancings thereof, whether or not the same involve modifications to interest
rates or other payment terms of such indebtedness, obligations and
liabilities), whether now existing or hereafter created, absolute or
contingent, direct or indirect, joint or several, secured or unsecured, due or
not due, contractual or tortious, liquidated or unliquidated, arising by
operation of law or otherwise, or acquired by Bank outright, conditionally or
as collateral security from another, including but not limited to the
obligation of Obligor to repay future advances by Bank, whether or not made
pursuant to commitment and whether or not presently contemplated by Obligor and
Bank, and the obligation to repay advances by Bank under any letters of credit
issued for Obligor's account, and (to the extent permitted by law) all costs of
collection thereof, including but not limited to reasonable attorney's fees and
actual attorneys expenses (whether or not there is litigation), court costs and
all costs in connection with any proceedings under the United States Bankruptcy
Code pertaining thereto; provided, however, that the term "Obligations" shall
not include any indebtedness evidenced by or secured pursuant to any writing
which states in effect that such indebtedness is secured only by the property
described in such writing, but only if the property so described does not
include the Collateral.

2.  REPRESENTATIONS AND WARRANTIES. Obligor represents and warrants to Bank
that Obligor is the owner of all the Collateral free and clear of any and all
liens, encumbrances and security interests, other than the security interest of
Bank.

3.  SECURITIES AS COLLATERAL. If any of the property which is part of the
Collateral is a security:

         3.1. Obligor has delivered to Bank the certificates or other
         instruments representing the securities, together with stock powers or
         other instruments of transfer satisfactory to Bank executed in blank
         by Obligor for each such certificate or instrument.

         3.2. Bank may transfer the security into its name or the name of its
         nominee for so long as the security remains part of the Collateral.





                                    10.24-8
<PAGE>   10
         3.3. The issuer of any security which is part of the Collateral is
         hereby granted the authority to make the transfer into Bank's name or
         the name of Bank's nominee.

         3.4. So long as there is no default by Obligor hereunder, Obligor
         shall have and retain all voting rights with respect to the
         securities, and all income from the securities shall be paid and
         delivered to Obligor; provided,however, that any securities received
         by Obligor by reason of Obligor's ownership of the securities pledged
         hereunder shall be promptly delivered to Bank as part of the
         Collateral.

4.  ADDITIONAL COLLATERAL. If, in Bank's sole opinion, the Collateral becomes
insufficient to secure payment of the Obligations, Bank may require Obligor to
assign, pledge and deliver to Bank, and to grant Bank a security interest under
the Uniform Commercial Code in, additional property satisfactory to Bank as
part of the Collateral within twenty-four (24) hours of request by Bank.

5.  POSSESSION OF COLLATERAL. Until a default hereunder, Obligor may have
possession of the Collateral which is not herewith delivered to Bank and may
use each item thereof in any lawful manner not inconsistent with this Agreement
or with any policy of insurance covering it.

6.  BUSINESS PURPOSE. The Collateral is not and shall not be used for personal,
family or household purposes.

7.  ADVERSE CONDITIONS AFFECTING COLLATERAL. Obligor shall notify Bank
immediately in writing of any adverse fact or condition of which Obligor is
aware or should be aware which bears upon the value of the Collateral
including, without limitation, any adverse fact or condition, or the occurrence
of any event which causes loss or depreciation in the value of any item of the
Collateral and the amount of such loss or depreciation. Obligor shall provide
such additional information to Bank regarding the amount of any loss or
depreciation in value of the Collateral as Bank may reasonably request from
time to time.

8.  INSURANCE. Obligor shall at all times keep all tangible Collateral insured
against loss, damage, theft and other risks (and in the case of motor vehicles,
obtain comprehensive and collision insurance), in such amounts and with such
companies as shall be satisfactory to Bank. All such policies shall provide
that loss proceeds are payable to Bank as its interest appears, and Bank may
apply any proceeds of such insurance toward payment of the Obligations, whether
or not due, in such order of application as Bank alone determines. Upon Bank's
request at any time, Obligor shall furnish to Bank certificates that such
insurance is in force and that all premiums due therefor have been paid. Every
such insurance policy shall require at least thirty (30) days' written notice
to Bank prior to cancellation. If any such insurance policy is canceled, Bank
may collect any return premiums and apply them toward payment of the
Obligations, whether or not due, in such order of application as Bank alone
determines.

9.  DISBURSEMENT DIRECTLY TO SELLER OF COLLATERAL. To the extent that Obligor
has advised Bank that any Collateral is being acquired with a loan or advance
from Bank, such proceeds may be disbursed by Bank directly to the seller of
such Collateral.

10.  TAXES; TRANSFERS, LIENS AND ENCUMBRANCES. Obligor shall timely pay and
discharge all taxes assessed on the Collateral. Obligor shall not transfer,
sell, assign or convey the Collateral, or any part thereof or any interest
therein, without the prior written consent of Bank. Obligor shall not create or
grant or allow to exist any lien, encumbrance or security interest on any
Collateral other than the security interest of Bank. Obligor shall not permit
Obligor's rights in any of the Collateral to be affected by attachment, levy,
garnishment or other judicial process remaining unpaid, unstayed on appeal,
undischarged, unbonded or undismissed for more than sixty (60) days, and
Obligor shall defend the Collateral against the claims and demands of all
persons.

11.  OBLIGOR'S CHIEF EXECUTIVE OFFICE; LOCATION OF COLLATERAL. Obligor's home
address, if Obligor is an individual, and the address of Obligor's chief
executive office is that given at the end of this Agreement ("Obligor's Chief
Business Address"). All other places of business of Obligor, if any, are listed
on an exhibit attached hereto. Unless Bank otherwise consents in writing, all
the tangible Collateral shall be kept at Obligor's Chief Business Address or
such other listed places of business. Obligor shall keep at Obligor's Chief
Business Address, or at one of such other listed addresses, when not in use,
all Collateral which is movable; and without Obligor first making





                                    10.24-9
<PAGE>   11
arrangements satisfactory to Bank to protect Bank's security interest therein,
Obligor shall not locate any of the Collateral in any other place. If Obligor's
name changes, or the location of Obligor's Chief Business Address changes, or
Obligor opens other places of business, Obligor shall promptly notify Bank of
the same in writing and shall execute such additional documents as Bank may
reasonably request in order to maintain a perfected security interest in favor
of Bank in the Collateral.

12.  INSPECTION. Whenever requested by Bank, Obligor shall permit Bank or any
of its authorized representatives to inspect the Collateral and audit the books
and records of Obligor pertaining to the Collateral during the normal business
hours of Obligor. Upon request of Bank, Obligor shall reimburse Bank for Bank's
reasonable costs and expenses incurred in performing such audits and
inspections.

13.  MAINTENANCE OF COLLATERAL. Obligor shall keep all tangible items of
Collateral (if any) in the same condition as existed on the date hereof (or,
with respect to hereafter acquired Collateral, in the same condition as existed
on the date acquired), ordinary wear and tear excepted.

14.  PROTECTION OF SECURITY INTEREST. Bank may file a copy of this Agreement,
or a financing statement executed by Bank as agent for Obligor, in any public
office deemed necessary by Bank to perfect its security interest in the
Collateral.  In addition, Obligor shall execute or cause the execution of such
additional financing statements and other documents (and pay the cost of filing
or recording the same in all public offices deemed necessary by Bank) and do
such other acts and things, including execution of applications and
certificates of title naming Bank as a secured party and delivery of same to
Bank, as Bank may from time to time request or deem necessary to establish and
maintain a valid and perfected security interest in the Collateral, and, if any
of the property which is part of the Collateral is a security, including
sending written notices to advise any registrar, paying agent, trust or like
person or entity of the existence of the security interest granted hereunder in
the securities and to instruct any such person or entity to make payments,
disbursements and distributions in respect of the securities directly to Bank
when and as contemplated by this Agreement. Upon the request of Bank, Obligor
shall place a notice of the existence of Bank's security interest in the
Collateral, in form and by means acceptable to Bank, upon those writings
evidencing the Collateral and the books and records of Obligor pertaining to
the Collateral, as designated by Bank.

15.  PRESERVATION OF COLLATERAL. Bank may, but is not obligated to, perform any
obligation of Obligor hereunder which Obligor falls to perform. Bank may also
take any other action which it deems necessary for the maintenance or
preservation of any of the Collateral or the security interest of Bank therein
including, but not limited to, the payment and discharge of taxes, liens,
encumbrances and security interests of any kind against the Collateral or the
procurement of insurance. Bank may take any action which it deems necessary in
order to adjust, settle or cancel any policy of insurance on items of
Collateral, or endorse any draft received in connection therewith in payment of
a loss, refund or otherwise. Obligor agrees to reimburse Bank on demand for all
costs and expenses incurred or paid by Bank pursuant to this paragraph,
together with interest thereon at the highest rate provided in any instrument,
document or agreement evidencing any of the Obligations. Any amounts not so
reimbursed shall be added to and become a part of the Obligations. Bank may,
for the foregoing purposes, act in its own name or in the name of Obligor.
Obligor hereby grants to Bank a power of attorney, irrevocable so long as any
of the Obligations secured hereby are outstanding, to take any of the actions
described or permitted by this paragraph.

16.  EVENTS OF DEFAULT. Each of the following events shall constitute a default
under this Agreement:

         16.1. Obligor fails to pay when due any amount payable on any of the
         Obligations.

         16.2. Obligor fails to pay any obligation to any person or entity
         other than Bank in full when it becomes due or the maturity of any
         such obligation is for any reason accelerated.

         16.3. Obligor or any other person who has signed any instrument,
         document or agreement evidencing any of the Obligations as maker,
         surety, endorser or guarantor dies; or any corporation which has
         signed, in any capacity, any instrument, document or agreement
         evidencing any of the Obligations is dissolved or liquidated.





                                    10.24-10
<PAGE>   12
         16.4. Obligor, or any guarantor or surety for Obligor, makes an
         assignment for the benefit of his or its creditors, ceases to operate
         his or its business, or files or has filed against him or it a
         petition for relief under the United States Bankruptcy Code or any
         other federal or state law pertaining to the relief of debtors or a
         receiver is appointed with respect to any of the Collateral.

         16.5. There is loss, theft, damage, destruction, sale or encumbrance
         to or of any of the Collateral or there is a levy on, seizure of or
         attachment to any of the Collateral.

         16.6. Obligor fails to do anything that Obligor has agreed to do in
         this Agreement or in any other document, instrument or agreement
         evidencing or executed in connection with the Obligations, or any
         warranty, representation or statement made or furnished to Bank by or
         on behalf of Obligor is found to have been false or untrue in any
         material respect when made or furnished.
        
         16.7. Bank deems its position with respect to the Obligations or
         Collateral is or is about to become impaired and Obligor fails to give
         additional collateral or provide other assurances to Bank within
         twenty-four (24) hours after the same are requested by Bank.

17.  REMEDIES. Upon a default under this Agreement, all of the Obligations, at
the option of Bank, shall become immediately due and payable, and Bank may
enforce full payment of the same and shall have and may exercise any of the
rights and remedies of a secured party under the Uniform Commercial Code or
otherwise possessed by Bank. Further, Bank may treat all of Obligor's property
in Bank's possession as part of the Collateral to secure payment of the
Obligations, and Obligor hereby grants a security interest to Bank in all of
such property. If Bank so requires, Obligor shall assemble the Collateral and
make it available to Bank at a place to be designated by Bank which is
reasonably convenient to both parties.

18.  CUSTODY AND PRESERVATION O THE COLLATERAL. Bank shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in
its possession if it takes such action for that purpose as Obligor requests in
writing. Failure of Bank to comply with any such request shall not of itself be
deemed a failure to exercise such reasonable care. The failure of Bank to
preserve or protect any rights with respect to any of the Collateral against
other parties, or to do any act with respect to the preservation of such
Collateral not so requested by Obligor, shall not be deemed a failure to
exercise reasonable care in the custody or preservation of such Collateral.

19.  ATTORNEY'S FEES AND OTHER COSTS. Obligor shall reimburse Bank (to the
extent permitted by law) for all expenses incurred by Bank in seeking to
collect or enforce the Obligations and any other rights under this Agreement or
under any other instrument, document or agreement evidencing any of the
Obligations, including reasonable attorney's fees and actual attorney's
expenses (whether or not there is litigation), court costs and all costs in
connection with any proceedings under the United States Bankruptcy Code and any
expenses incurred on account of damage to any property to which any of the
Collateral may be affixed and for repairs to such property or reimbursement for
such damage.

20.  SUBSTITUTION OF COLLATERAL. With Bank's prior written consent, Obligor may
substitute for any property which is part of the Collateral other property of
equivalent collateral value. Any substitution of Collateral by Obligor shall
not affect Bank's rights against any endorser, guarantor or surety on any
instrument, document or agreement evidencing any of the Obligations. Neither
shall it affect Bank's right to collect on any instrument, document or
agreement evidencing any of the Obligations. Bank shall have the same rights in
the property that Obligor substitutes as part of the Collateral that It had in
the property originally given as Collateral under this Agreement.

21.  ASSIGNMENT BY BANK. Bank may assign or transfer to another any instrument,
document or agreement evidencing any of the Obligations and Bank's rights under
this Agreement and may deliver all the property which is part of the Collateral
and in its possession to the assignee or transferee.

22.  NO RELEASE OR IMPAIRMENT OF COLLATERAL. Bank's security interest hereunder
and Bank's rights in connection therewith shall continue unimpaired
notwithstanding that Bank takes or releases other security, releases any party





                                    10.24-11
<PAGE>   13
primarily or secondarily liable for any of the Obligations, grants or allows
extensions, renewals, modifications, rearrangements, restructures, replacements
or refinancings thereof, whether or not the same invoice modifications to
interest rates or other payment terms thereof, or indulgences with respect to
the Obligations. Bank may apply to the Obligations in such order as Bank shall
determine, any proceeds or other amounts received on account of the Collateral
pursuant hereto by the exercise of any right permitted under this Agreement,
regardless whether there is any other security for the Obligations.

23.  GOVERNING LAW. This Agreement shall be governed by and construed under the
laws of the state of Bank's address as listed at the top of this Agreement (the
"State"), without regard to choice or conflict of laws rules, including the
version of the Uniform Commercial Code adopted in the State. Capitalized terms
used and not otherwise defined in this Agreement shall have the meanings given
thereto in the Uniform Commercial Code.

24.  SUCCESSORS AND ASSIGNS. The obligations and liabilities of Obligor under
this Agreement may not be delegated. This Agreement shall inure to the benefit
of and shall be enforceable by Bank and Bank's assignees, transferees and
successors against Obligor and Obligor's successors, heirs, devisees,
beneficiaries, executors and administrators.

25.  NOTICES. Any communication by Bank to Obligor shall be deemed given if in
writing and when (i) personally delivered to Obligor, or (ii) sent to Obligor
at Obligor's Notice Address by certified or registered mail, courier, or
telegram, or (ill) sent by facsimile to Obligor's FAX Number, whether received
by Obligor or not. No communication from or concerning Obligor shall be deemed
for any purpose to have been received by Bank unless it is in writing and
actually received by an executive officer of Bank. Whenever applicable
provisions of the Uniform Commercial Code or other applicable law require that
notice be reasonable, ten (10) days' notice shall be deemed reasonable.
Obligor's "Notice Address" is the mailing address shown below Obligor's
signature. Obligor's FAX Number is the telephone number for Obligor's facsimile
machine shown below Obligor's signature.

26.  WAIVERS AND MODIFICATIONS. No waiver by Bank shall be effective unless it
is in a writing and signed by an authorized officer of Bank. No such waiver
shall operate as a waiver of any other matter or of a similar matter at a
future time. This Agreement may not be changed except by a writing executed by
both Obligor and an authorized officer of Bank.

27.  SEVERABILITY. If any provision of this Agreement is held to be invalid or
unenforceable under any applicable law, the rest of this Agreement shall remain
fully valid and enforceable.

Executed JUNE 28, 1996

OBLIGOR ACKNOWLEDGES RECEIPT OF A COPY OF THIS DOCUMENT. IF THERE IS MORE THAN
ONE UNDERSIGNED AS OBLIGOR, ALL REFERENCES HEREIN TO "OBLIGOR" REFER TO ALL OF
THE UNDERSIGNED AND TO EACH OF THEM, AND THEIR OBLIGATIONS HEREUNDER ARE JOINT
AND SEVERAL.

VECTRA BANKING CORPORATION

By: /s/ Gary S. Judd                            
    --------------------------
    Gary S. Judd, President

Obligor's Notice Address: 1650 SOUTH COLORADO BLVD #320, DENVER, CO 80222

Telephone Number: 303-782-7440               FAX Number: 303-759-5017

Obligor's Chief Business Address: 1650 SOUTH COLORADO BLVD #320, DENVER, CO
80222





                                    10.24-12
<PAGE>   14
                                                                C/L 5793823-0001
BOATMEN'S

                          ACKNOWLEDGMENT OF AGREEMENT

                             TO DELIVER COLLATERAL


         In consideration of loan(s) extended to VECTRA BANKING CORPORATION now
or in the future, the undersigned agrees to deliver to Boatmen's, on or before
JULY 26, 1996 the following property which shall now secure certain
indebtedness and/or liabilities of: VECTRA BANKING CORPORATION.

Property Description: 397,843 SHARES OF VECTRA BANK, DENVER, COLORADO

                                        VECTRA BANKING CORPORATION

                                        Signed: /s/ Gary S. Judd 
                                              --------------------------
                                                Gary S. Judd, President





                                    10.24-13
<PAGE>   15
 
                                                   BOATMEN'S FIRST NATIONAL BANK
                                                   OF KANSAS CITY
BOATMEN'S                                          14 West 10th Street
                                                   Kansas City, Missouri 64105
                          IRREVOCABLE STOCK OR BOND POWER       "Bank"
5793823-0001-B36

FOR VALUE RECEIVED, the undersigned does (do) hereby sell, assign and transfer
unto

Social Security or Tax Identification Number:



IF STOCK,        (__________) shares of stock of _________________________
COMPLETE         represented by certificate(s) No(s)._______________ inclusive, 
THIS             standing in the name of the undersigned on the books of said 
PORTION          company.


IF BONDS,        the following bond(s) of _________________________________   
COMPLETE         in the principal amount of $_________, No(s). ____________
THIS             inclusive, standing in the name of the undersigned on the 
                 books of said company. PORTION  The undersigned does (do) 
                 hereby irrevocably constitute and appoint ________________
                 __________ attorney to transfer the said stock or bond(s) as 
                 the case may be on the books of said company, with full power 
                 of substitution in the premises.


Dated                                          VECTRA BANKING CORPORATION
     --------------------------------
      SIGNATURE GUARANTEED BY
                                               By: /s/ Gary S. Judd   
                                                 --------------------------
By                                                 Gary S. Judd, President
  -----------------------------------                                           
      Authorized Officer

READ CAREFULLY   The signature to this assignment must correspond with the
                 registration on the securities in every particular without
                 alteration or enlargement or any change whatever. The
                 signature of the person executing this power must be
                 guaranteed by a bank, trust company or a member of the New
                 York Stock Exchange.





                                    10.24-14
<PAGE>   16
                                  EXHIBIT "A"

For this purpose, "change in control" means (x) any sale or issuance or series
of sales and/or issuances of Borrower's Common Stock by Borrower or any holders
thereof which results in any person or group of affiliated persons owning more
than 50 percent of the Borrower's Common Stock outstanding at the time of such
sale or issuance or the last of such series of sales and/or issuances, (y) a
sale or transfer of more than 80 percent of the assets of Borrower (measured by
the lesser of book value in accordance with generally accepted accounting
principles consistently applied or fair market value determined in the
reasonable good faith judgment of the board of directors) in any transaction or
series of related transactions or (z) any merger or consolidation to which
Borrower is a party, except for a merger in which Borrower is the surviving
corporation and, after giving effect to such merger, the holders of Borrower's
outstanding capital stock possessing the voting power (under ordinary
circumstances) to elect a majority of the board of directors immediately prior
to the Merger own Borrower's outstanding capital stock possessing the voting
power (under ordinary circumstances) to elect a majority of the board of
directors.





                                    10.24-15