EXHIBIT 10.4


                              AGREEMENT TO PURCHASE

                          ASSETS AND ASSUME LIABILITIES

                                 by and between

                  FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK

                                       and

               PEOPLE'S BANK OF CALIFORNIA, A FEDERAL SAVINGS BANK

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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----


RECITALS                   ....................................................1

AGREEMENT                  ....................................................1

Article 1                  DEFINITIONS.........................................1

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

Article 2                  TERMS OF PURCHASE AND ASSUMPTION....................4

         2.1      Purchase and Sale of Assets..................................4

         2.2      Purchase Price...............................................4

         2.3      Assumption of Liabilities....................................5

Article 3                  INSPECTION OF ASSETS................................6

         3.1      Inspection of Account Loans and Branch.......................6

         3.2      Personal Property Inventory and Inspection...................6

         3.3      Deposits.....................................................7

         3.4      Other Documents..............................................7

Article 4                  CLOSING.............................................7

         4.1      Closing......................................................7

         4.2      Settlement...................................................8

         4.3      Post-Closing Adjustments.....................................8

         4.4      Deliveries at Closing........................................8

Article 5                  REPRESENTATIONS AND WARRANTIES OF BUYER.............9

         5.1      Organization.................................................9

         5.2      Authority....................................................9

         5.3      Compliance with Other Instruments and Law....................9

         5.4      No Breach....................................................9

         5.5      Litigation...................................................9

         5.6      Governmental Notices.........................................9

         5.7      Regulatory Approvals.........................................9

         5.8      Consents....................................................10

Article 6                  REPRESENTATIONS AND WARRANTIES OF SELLER...........10

         6.1      Organization................................................10

         6.2      Authority...................................................10

         6.3      Compliance with Other Instruments and Law...................10

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         6.4      No Breach...................................................10

         6.5      Litigation..................................................10

         6.6      Title to Assets.............................................10

         6.7      TIN Certification...........................................11

         6.8      Account Loan Enforceability.................................11

         6.9      Safe Deposit Boxes..........................................11

         6.10     Insurance...................................................11

         6.11     Taxes.......................................................11

         6.12     Records.....................................................11

         6.13     Service and Maintenance Contracts...........................11

         6.14     Regulatory Approvals........................................11

         6.15     Consents....................................................11

         6.16     Operation...................................................11

         6.17     Condemnation................................................12

         6.18     Hazardous Substances........................................12

         6.19     Lease.......................................................12

Article 7                  COVENANTS OF BUYER.................................13

         7.1      Assistance in Obtaining Regulatory Approvals................13

         7.2      Performance of Liabilities..................................13

         7.3      Consents and Notices........................................13

         7.4      Further Assurances..........................................13

         7.5      Confidentiality.............................................13

Article 8                  COVENANTS OF SELLER................................14

         8.1      Assistance in Obtaining Regulatory Approvals................14

         8.2      Consents and Notices........................................14

         8.3      Access to Records and Information; Personnel; Customers.....14

         8.4      Conduct of Business Pending Closing.........................14

         8.5      Books and Records...........................................15

         8.6      Insurance Policies..........................................16

         8.7      Further Assurances..........................................16

         8.8      No Encumbrances.............................................16

         8.9      Consents....................................................17

         8.10     Operation of Branch.........................................17

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         8.11     Repurchase of Certain Account Loans and Deposits............17

         8.12     Service and Maintenance Contracts...........................17

         8.13     Signs.......................................................17

         8.14     Lease.......................................................18

Article 9                  NON-COMPETITION....................................18

         9.1      Solicitation................................................18

         9.2      Non-Competition.............................................18

         9.3      Advertising.................................................18

Article 10                 CONDITIONS TO CLOSING..............................18

         10.1     Conditions to the Obligations of Buyer......................18

         10.2     Conditions to the Obligations of Seller.....................21

Article 11                 TERMINATION........................................22

         11.1     Conditions for Termination..................................22

         11.2     Effect of Termination.......................................22

Article 12                 EMPLOYEES..........................................23

         12.1     Employees...................................................23

         12.2     Employee Benefits...........................................24

Article 13                 OTHER AGREEMENTS...................................24

         13.1     Notices to Depositors.......................................24

         13.2     Safe Deposit Boxes..........................................24

         13.3     Incoming Deposits and Mail..................................25

         13.4     Returned Items..............................................25

         13.5     ACH Items and Wire Transfers................................25

         13.6     Checking Accounts...........................................26

         13.7     Holds.......................................................26

         13.8     Retirement Accounts.........................................26

         13.9     Card Processing.............................................26

         13.10    Data Processing Conversion..................................27

         13.11    Interest Reporting..........................................28

         13.12    Withholding.................................................28

         13.13    Taxpayer Information........................................28

         13.14    Seller's Cooperation........................................29

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                                TABLE OF CONTENTS
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Article 14                 GENERAL PROVISIONS.................................29

         14.1     Survival....................................................29

         14.2     Indemnification.............................................29

         14.3     Broker's Fees...............................................31

         14.4     Publicity and Notices.......................................31

         14.5     Incorporation of Exhibits...................................31

         14.6     Attorneys' Fees.............................................31

         14.7     Sales and Transfer Taxes....................................31

         14.8     Notices.....................................................31

         14.9     Arm's Length Transaction....................................32

         14.10    Successors and Assigns......................................32

         14.11    Third Party Beneficiaries...................................32

         14.12    Governing Law...............................................32

         14.13    Entire Agreement............................................32

         14.14    Headings....................................................33

         14.15    Severability................................................33

         14.16    Waiver......................................................33

         14.17    Number(s)...................................................33

         14.18    Counterparts................................................33

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                          AGREEMENT TO PURCHASE ASSETS
                             AND ASSUME LIABILITIES


         This Agreement to Purchase Assets and Assume Liabilities ("Agreement")
is made and entered into this ____ day of June, 1999 ("Signature Date"), by and
between PEOPLE'S BANK OF CALIFORNIA, a federally chartered savings bank
("People's" or "Buyer") with its home office in Los Angeles, California, and
FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK, a federally chartered savings
bank ("Fidelity" or Seller") with its home office in Los Angeles, California.

                                    RECITALS
                                    --------

         A. Buyer desires to acquire certain branch assets and assume certain
liabilities of Seller's branch office located at 6350 Laurel Canyon Boulevard,
Suite #100, North Hollywood, California (the "North Hollywood Branch") which
Seller is authorized to operate, and Seller desires to transfer to Buyer such
assets and liabilities of the North Hollywood Branch, as described in detail
below.

         B. Buyer and Seller propose to apply to the appropriate regulatory
authorities for permission to effect the purchase and sale of the North
Hollywood Branch and for such other requisite regulatory approvals as may be
necessary for the consummation of the transactions contemplated by this
Agreement.

         C. Buyer and Seller wish to consummate the transaction contemplated by
this Agreement in a timely and efficient manner.

                                    AGREEMENT
                                    ---------

         In consideration of the foregoing and the representations, covenants
and agreements set forth in this Agreement, and subject to the conditions set
forth herein, Buyer and Seller (the "Parties") hereto agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         1.1 DEFINITIONS. As used in this Agreement, the following terms have
the definitions indicated:

         "ACCOUNT LOANS" shall mean (i) all savings account loans secured by
Deposits together with all Accrued Interest thereon, if any, and (ii) all
checking account lines of credit or overdraft checking loan balances related to
the Deposits together with all Accrued Interest thereon, if any, which are
listed on the books and records of the Branch; provided that the term "Account
Loans" shall not include loans more than ninety (90) days past due as of the
Closing Date.

         "ACCRUED INTEREST" means interest on Account Loans and Deposits which
is accrued but unpaid or unposted (as the case may be) through the applicable
date.

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         "ACH ITEMS" means automated clearing house debits and credits,
including, but not limited to, social security payments, federal recurring
payments, and other payments debited and/or credited on a regularly scheduled
basis to or from Deposit accounts pursuant to arrangements between the owner of
the account and a third party directly making the credits or debits.

         "AFFILIATE" of a party means any person, partnership, corporation,
association or other legal entity directly or indirectly controlling, controlled
by or under common control with that party.

         "ASSETS" means the Account Loans, Fixed Assets, Safe Deposit Boxes,
Cash on Hand and Records at the Branch.

         "ATM" means the automated teller machine located at the Branch, which
is a Diebold 1072ix ATM and includes the security system associated therewith.

         "BRANCH" means the North Hollywood Branch.

         "BRANCH LEASE" means the lease entered into as of June 30, 1978, as
amended, between Seller and Aglor Investors, Ltd., a limited partnership, for
the premises commonly known as 6350 Laurel Canyon Boulevard, Suite #100, North
Hollywood, California and more particularly described therein, attached as
Schedule 1.1.

         "BROKERED DEPOSITS" shall mean any brokered deposit as defined in ss.
337.6 of the FDIC Rules and Regulations.

         "BUSINESS DAY" means any Monday, Tuesday, Wednesday, Thursday, or
Friday that is not a federal holiday generally recognized by banks or savings
associations.

         "CASH ON HAND" means all cash in the vault and in the teller drawers at
the Branch on the Closing Date.

         "CLOSING" AND "CLOSING DATE" shall have the meaning set forth in
Section 4.1.

         "CLOSING PAYMENT" shall have the meaning set forth in Section 4.2.

         "DEPOSIT" means any deposit as defined in Section 3(l)(1) of the
Federal Deposit Insurance Act ("FDIA"), as amended, 12 U.S.C. Section
1813(l)(1), maintained at the Branch including, without limitation, the
aggregate balances of all savings accounts with positive balances domiciled at
the Branch, Keogh accounts, "NOW" accounts, other demand instruments, Retirement
Accounts, and all other accounts and deposits, together with Accrued Interest
thereon, if any; provided, that the term "Deposit" shall not include all or any
portion of those balances that are deemed to be (i) public funds; (ii) accounts
relating to contract collections at the Branch;(iii) accounts subject to
escheatment; (iv) Deposits tied to Account Loans which are more than ninety (90)
days past due as of Closing Date; (v) accounts of directors or senior officers
of the Seller; (vi) Brokered Deposits; (vii) deposits specifically tied to a
credit facility (excluding overdraft accounts); and (viii) classes of accounts
which are excluded pursuant to Section 2.3(a) or Section 3.3.

         "DUE DILIGENCE EXPIRATION DATE" shall mean the date which is five (5)
calendar days after the Field-to-Field.

         "EMPLOYEE REIMBURSEMENTS" shall have the meaning set forth in Section
12.1.

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         "EMPLOYEES" means all employees at the Branch at any time from the
Signature Date through the Closing.

         "ENCUMBRANCES" means any and all mortgages, claims, charges, liens,
encumbrances, easements, restrictions, options, pledges, calls, commitments,
security interests, conditional sales agreements, title retention agreements,
leases and other restrictions of any kind whatsoever.

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

         "EXCLUDED FIXED ASSETS" shall mean any Fixed Asset which is an ATM
machine or surround, ATM video surveillance cameras, fax machine, xerographic
copier, ATM Oscare device and related instruments, ISC terminals or any other
Fixed Asset withheld by Seller or excluded by Buyer pursuant to Section 3.2.

         "FIELD-TO-FIELD" means the meeting between Seller and Buyer to assess
EDP compatibility, conversion and de-conversion strategies and administrative
and operational issues.

         "FDIC" means the Federal Deposit Insurance Corporation and any
successor thereto.

         "FIXED ASSETS" includes all furniture, fixtures, equipment, Leasehold
Improvements and other tangible personal property owned by Seller, located at
the Branch; except that Fixed Assets does not include the Excluded Fixed Assets.

         "LANDLORD" means Aglor Investors, Ltd., a limited partnership.

         "LEASEHOLD IMPROVEMENTS" means property or an article which has been
attached to or affixed to the Branch by the Seller to facilitate the trade or
business for which the Seller occupies the premises, including, but not limited
to, teller lines, bandit barrier, floor and wall coverings, vault doors and
light fixtures.

         "LIABILITIES" means all liabilities being assumed by Buyer under
Section 2.3.

         "NEGATIVE BALANCE DEPOSIT" shall mean a Deposit which on the applicable
date has a balance of less than zero.

         "NET BOOK VALUE" means the net book value of an asset determined in
accordance with generally accepted accounting principles consistently applied
and as reflected in the books and records of Seller.

         "OTS" means the Office of Thrift Supervision and any successor thereto.

         "PREPAYMENTS" means any expense payments paid in advance by Seller for
which the Closing Date is before the end of the period for which the expense
payment was made including, but not limited to, payments made for utilities,
rent and property taxes.

         "PARTY" means Buyer or Seller, and "Parties" means both Buyer and
Seller.

         "REALTY" means the real property upon which the Branch is located.

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         "RECORDS" means: (i) all open records and original documents, excluding
Seller's transaction documents, located at the Branch or in centralized
servicing areas pertaining to the Account Loans and Deposits which are
reasonably required for the Buyer to conduct business and comply in all material
respects, with all applicable laws, regulations, rules and business practices
with respect to the Account Loans and Deposits acquired from Seller pursuant to
this Agreement; and (ii) all available account history of all accounts related
to Deposits for a period including at least the current year. Records include,
but are not limited to, signature cards, legal files, Safe Deposit Box files,
pending files, all open account agreements, Account Loan agreements, Retirement
Account agreements and computer records. Records shall not include personnel
records for Employees at the Branch.

         "RETIREMENT ACCOUNTS" means individual retirement accounts, including
SEP individual retirement accounts or qualified plans, but does not include
defined benefit retirement plan accounts or self-directed retirement plan
accounts.

         "RETURNED ITEMS" shall have the meaning set forth in Section 13.4.

         "SAFE DEPOSIT BOXES" shall mean all of the safe deposit boxes domiciled
at the Branch, along with the "nests" associated with those boxes.

         "SCHEDULE OF DELINQUENT ACCOUNT LOANS" shall have the meaning set forth
in 10.1(e)(6).

         "WITHHOLDING OBLIGATIONS" shall have the meaning set forth in Section
13.12.

                                   ARTICLE 2

                        TERMS OF PURCHASE AND ASSUMPTION

         2.1 PURCHASE AND SALE OF ASSETS.

                  (a) At the Closing and subject to the terms and conditions set
forth in this Agreement, Seller shall convey, assign and transfer to Buyer and
Buyer shall purchase from Seller all of Seller's right, title and interest in
and to the Assets.

                  (b) ASSOCIATION NAME AND LOGO. Seller is not selling,
assigning, conveying, transferring or delivering, nor shall Buyer acquire any
rights or interest in or to (i) the names of Seller, or any combination or
derivation thereof, or (ii) any logos, service marks or trademarks of Seller or
any advertising materials or slogans or any similar items used before, on or
after the Closing Date by Seller in connection with its business.

         2.2 PURCHASE PRICE. In consideration for the Assets acquired by it
under this Agreement, Buyer shall assume at the Closing the liabilities of
Seller set forth in Section 2.3, and shall pay to Seller at the Closing an
amount computed as follows:

                  (a) The lesser of (i) a sum equal to the Net Book Value of the
Fixed Assets as of the Closing Date or (ii) Two Hundred Thousand Dollars
($200,000); and

                  (b) A sum equal to the Net Book Value of the Safe Deposit
Boxes as of the month end immediately prior to the Closing Date; and

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                  (c) A sum equal to the Net Book Value plus Accrued Interest of
the Account Loans as of the Closing Date; and

                  (d) A sum equal to the Cash on Hand.

         2.3 ASSUMPTION OF LIABILITIES.

                  (a) DEPOSITS. On the Closing Date, subject to the terms and
conditions set forth in this Agreement, Buyer shall (i) assume the liabilities
related to the Deposits accruing after the Closing Date in accordance with the
terms of such Deposits in effect on the Closing Date; (ii) assume Seller's
obligation to its Deposit customers accruing after the Closing Date in
accordance with the terms of such Deposits in effect on the Closing Date; and
(iii) be responsible for modifying the terms of such customer relationships
effective as of the Closing Date as necessary to conform to Buyer's practices.
Buyer's assumption of Deposits pursuant to this Agreement is subject to Buyer's
review at the Branch to determine, among other things, EDP compatibility. The
Deposit review shall occur at the Field-to-Field meeting which will be held no
later than five (5) calendar days after the Signature Date among representatives
of Seller and Buyer. Buyer shall notify Seller in writing of deposit categories
to be excluded from this Agreement based upon such Field-to-Field meeting no
later than five (5) calendar days after the Field-to-Field meeting (the "Due
Diligence Expiration Date").

                  (b) RELATED ASSETS AND OBLIGATIONS. On the Closing Date, Buyer
will assume the obligations of Seller to provide services incidental to the
Deposits including, but not limited to, the provision of Safe Deposit Boxes, as
may be modified to conform to Buyer's practice.

                  (c) REIMBURSEMENT FOR DEPOSITS. On the Closing Date, Seller
shall reimburse Buyer for the assumption by Buyer of the Deposits in an amount
equal to 95% of the Deposits assumed by Buyer pursuant to Section 2.3(a) above.
All amounts are to be calculated as of the Closing Date. The parties agree that
the premium is attributable to (1) favorable interest rates on the Deposits
acquired and (2) the agreements set forth in Article 9. Buyer and Seller agree
that the allocation of the purchase price will be made based on the relative
fair market value of the Assets acquired, as required by Section 1060 of the
Internal Revenue Code of 1986, as amended, and agree to utilize such allocation
for federal income tax purposes. Such allocation will be consistently reflected
by each Party on their federal income tax returns and similar documents,
including but not limited to Internal Revenue Service Form 8594. Neither Party
shall file any document or assert any position that conflicts or is inconsistent
with such allocation, and each Party agrees to inform the other promptly upon
receipt of any communication from (or forwarding any communication to) the
Internal Revenue Service relating to Form 8594. Each Party shall cooperate fully
with the other in filing Form 8594. Buyer shall prepare the Form 8594 and shall
promptly submit it to Seller for approval and to facilitate the consistent
filing of such form by Seller and Buyer.

                  (d) PRORATIONS. The pro rata amount of SAIF premiums
attributable to the Deposits, and paid in advance by Seller, shall be credited
to Seller at the Closing. Additionally, the pro rata amount of any Prepayments
shall be credited to Seller at the Closing.

                  (e) NO OTHER DEBT, OBLIGATIONS OR LIABILITIES ASSUMED. It is
understood and agreed that, except as expressly set forth in this Agreement,
Buyer shall not assume or be liable for any of the debts, obligations or
liabilities of Seller of any kind or nature whatsoever including, but not
limited to, any tax or debt, any insurance premium, any liability for unfair

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labor practices (such as wrongful termination or employment discrimination) or
under the WARN Act, any liability or obligation of Seller arising out of any
threatened or pending litigation, or any liability with respect to personal
injury or property damage claims.

                                    ARTICLE 3

                              INSPECTION OF ASSETS

         3.1 INSPECTION OF ACCOUNT LOANS AND BRANCH.

                  (a) ACCOUNT LOANS. Buyer shall have the right prior to the Due
Diligence Expiration Date to review the Account Loans and Seller shall afford
Buyer reasonable access to the files relating thereto. On or before the Due
Diligence Expiration Date, Buyer shall give written notice to Seller of any
material defect or problems with the Account Loans. If such written notice is
not received on or before the Due Diligence Expiration Date, Buyer shall be
deemed to have approved the Account Loans. Seller shall no later than five (5)
days before the Closing Date remedy any material defects or problems with the
Account Loans identified in such written notice to the satisfaction of Buyer.
Failure to remedy any such material defect to the satisfaction of Buyer before
five (5) days before the Closing Date shall, at Buyer's option, allow Buyer to
exclude such disapproved items from the Assets of the Branch or adjust the
purchase price for such Assets accordingly by mutual agreement of the Parties.

                  (b) BRANCH. Buyer shall inspect the Branch at its expense and
in such manner as is reasonably acceptable to Buyer. On or before the Due
Diligence Expiration Date, Buyer shall give written notice to Seller of any
material defects with respect to repair and maintenance of the Branch. If such
written notice is not received on or before the Due Diligence Expiration Date,
Buyer shall be deemed to have approved the condition of the Branch. For material
defects with respect to repair and maintenance of the Branch with respect to
which the Seller is obligated under the Branch Lease to repair or maintain,
Seller will perform such repairs and/or maintenance to the satisfaction of Buyer
no later than (5) days before the Closing Date, provided, however, Seller shall
not be required to install new or relocate existing Leasehold Improvements nor
shall such repairs and/or maintenance be required to include cosmetic or
aesthetic repairs and/or maintenance. Failure to perform such repairs and/or
maintenance, pursuant to the previous sentence before five (5) days before the
Closing Date shall entitle Buyer to terminate this Agreement pursuant to Section
11.1(g) hereof, or, at Buyer's option, the Agreement shall not be terminated but
the purchase price for the Assets shall be adjusted accordingly by mutual
agreement of the Parties. For material defects with respect to repair and
maintenance of the Branch for which the Seller is not obligated under the Branch
Lease to repair or maintain, Seller will use commercially reasonable efforts to
have the Landlord perform such repairs and/or maintenance to the satisfaction of
Buyer no later than five (5) days before the Closing Date.

         3.2 PERSONAL PROPERTY INVENTORY AND INSPECTION.

         Seller has delivered to Buyer a complete schedule of the Fixed Assets
(which includes for purposes of this Section 3.2, the Excluded Fixed Assets)
relating to the Branch, which schedule (i) identifies each item of Fixed Assets
with reasonable particularity, giving the Net Book Value of such item on
Seller's books and describing any Encumbrance thereon, (ii) identifies each item
of such Fixed Assets leased to or otherwise owned by Seller and (iii) identifies
those assets which Seller considers to be of value only to Seller. Buyer and its
agents and representatives shall be entitled to conduct one or more walk through

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inspections of the Branch within the fifteen (15) day period after the Signature
Date. In the event that any of such property as reported on the schedule is
missing, malfunctioning or in a significantly deteriorated condition (not
including deterioration due to normal wear and tear which does not render the
asset nonusable), or in Buyer's opinion is not reasonably useful in Buyer's
operation of the Branch, Buyer may elect to exclude such property from the
transfer under this Agreement; provided that Buyer may not exclude the Leasehold
Improvements at the Branch except as otherwise provided in Section 10.1(f)
below. In addition, Seller may, upon the written consent of Buyer, exclude the
listed assets which are of value only to Seller, and any such excluded assets
shall be excluded from the Fixed Assets of the Branch to be transferred pursuant
to this Agreement. At the Closing, Seller shall deliver to Buyer an updated
schedule with respect to the Branch of Fixed Assets (exclusive of any property
excluded from the Fixed Assets pursuant to this Section 3.2 or Section 10.1(f))
which schedule Seller represents and warrants will be an accurate schedule of
the Fixed Assets of the Branch as of the Closing Date. Seller hereby agrees that
the schedule to be delivered at the Closing shall be substantially the same as
the schedule delivered by Seller pursuant to the first sentence of this Section
3.2 (less any property excluded from the Fixed Assets pursuant to this Section
3.2 or Section 10.1(f) and any property added to the Fixed Assets and/or the
Leasehold Improvements in compliance with Section 8.4(f)).

         3.3 DEPOSITS. Seller shall provide to Buyer, within five (5) days after
the Signature Date, a list of all Deposits of the Branch which are subject to
any Encumbrances. Within five (5) calendar days after Buyer's receipt of such
list Buyer will notify Seller of any encumbered Deposits which Buyer elects to
exclude from the Deposits of the Branch transferred pursuant to this Agreement.

         3.4 OTHER DOCUMENTS.

                  (a) Seller shall provide to Buyer, within five (5) days after
the Signature Date, copies of the following in its possession or under its
control relating to the Branch:

                           (1) any and all leases, service and maintenance
contracts or other contracts or agreements relating to the Branch or the Fixed
Assets to which Seller is a party, or by which the Branch or Fixed Assets are
bound; and

                           (2) all notices regarding the Branch, or the Assets
or the Deposits, with respect to violation of any statutes, rules or regulations
of government agencies or violation of any easements, covenants, conditions or
restrictions affecting the Assets, the Deposits or the real property relating to
Branch.

                           (b) Seller shall deliver to Buyer within 5 days after
written request, all other documents and materials reasonably requested by the
Buyer related to the Branch excluding examination and employment records.

                                    ARTICLE 4

                                     CLOSING

         4.1 CLOSING. The closing of the transactions contemplated by this
Agreement ("Closing") shall take place on July 23, 1999, or at such other time
and date as the Parties may fix in writing, at such location agreed to by the
parties, if all conditions set forth in Article 10 have been satisfied or waived
in writing on or before such date. The date the Closing is to be held is
referred to herein as the "Closing Date". The Closing shall be deemed to occur
at 11:59 P.M. Pacific Time on the Closing Date.

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         4.2 SETTLEMENT. The net amount of cash to be paid to Buyer by Seller
pursuant to Section 2.3(c) less the amount owed Seller by Buyer pursuant to
Section 2.2 and any Employee Reimbursements shall be netted with the amount due
the appropriate party under Section 2.3(d) to determine the closing payment due
Buyer from Seller as of the Closing (the "Closing Payment"). Because the parties
acknowledge that certain amounts to be paid may not be finally determinable
until after the Closing Date, the Closing Payment will be paid as follows:

                  (a) On the Closing Date, Seller will pay to Buyer by wire
transfer of immediately available funds no later than 12:00 noon on the Closing
Date to an account designated by Buyer, the Closing Payment (such Closing
Payment to be estimated based on account balances as of the close of business on
the third Business Day immediately prior to the Closing Date); and

                  (b) On the first Business Day after the Closing, Seller shall
provide Buyer with a closing settlement statement of the Closing Payment
calculated pursuant to this Section 4.2 to accurately reflect the Deposits, Net
Book Value for each Fixed Asset, the Net Book Value plus Accrued Interest of the
Account Loans, Cash on Hand and Employee Reimbursements, all as of the Closing
Date relating to the Branch. Buyer or Seller, as appropriate, shall, on such
date, pay to the other party any amount payable (based upon the difference
between the Closing Payment calculated pursuant to subparagraph (a) above and
calculated pursuant to this subparagraph) by wire transfer in immediately
available funds to an account designated by the receiving party together with
interest from the Closing Date to the date of payment in full at the overnight
Federal Funds rate in effect for each such day, as published in the Wall Street
Journal; provided, however, that if such payment is made after three (3)
Business Days from the first Business Day after the Closing, then such amount
shall bear interest calculated at the average weighted cost of the Deposits
transferred to Buyer pursuant to this Agreement.

         Unless otherwise specified in this Agreement, any amounts required to
be paid pursuant hereto which are not paid when required to be paid shall bear
interest from the due date until paid in full at the overnight Federal Funds
rate in effect for each day, as published in the Wall Street Journal (it being
understood that on days on which the Wall Street Journal is not published
interest shall accrue at the overnight Federal Funds rate in effect on the most
recent day on which the Wall Street Journal was published); provided, however,
that if such payment is made after three (3) Business Days from the due date,
then such amount shall bear interest calculated at the average weighted cost of
the Deposits transferred to Buyer pursuant to this Agreement. Any payment
pursuant to this Agreement sent after 12:00 noon shall be deemed to have been
made on the next Business Day. All references to hours of the day in this
Agreement shall be references to California time.

         4.3 POST-CLOSING ADJUSTMENTS. Except as otherwise expressly provided in
this Agreement, the Parties shall cooperate in the prompt determination of
adjustments, payments or reimbursements contemplated hereby in connection with
the Closing and within thirty (30) days after the Closing shall settle such
amounts in a manner consistent with the express terms of this Agreement.

         4.4 DELIVERIES AT CLOSING. At the Closing, Seller shall deliver to
Buyer the documents as set forth in Section 10.1(e), and Buyer shall deliver to
Seller the documents as set forth in Section 10.2(e).

                                       8
<PAGE>

                                    ARTICLE 5

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller the following:

         5.1 ORGANIZATION. Buyer is a federally chartered savings bank, duly
organized, validly existing and in good standing under the laws of the United
States of America.

         5.2 AUTHORITY. Buyer has the corporate power and authority to execute,
deliver and perform this Agreement and has secured all necessary corporate
consents and approvals in connection with the execution of this Agreement and
the consummation of the transactions contemplated hereby, subject to obtaining
regulatory approval. Upon execution and delivery, this Agreement will constitute
a valid and binding obligation of Buyer enforceable against it in accordance
with its terms, subject to applicable bankruptcy, insolvency, receivership, and
similar laws affecting creditors' rights generally and laws relating to the
rights of creditors of federally insured financial institutions, and, as to
enforceability, to general principles of equity (whether enforcement is sought
in a proceeding in equity or at law).

         5.3 COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Buyer holds all
licenses, franchises, permits and authorizations necessary for the lawful
conduct of its business, and has not materially violated, and is not in material
violation of, any applicable statutes, laws, ordinances, rules and regulations
of all federal, state and local governmental bodies, agencies and subdivisions
having, asserting or claiming jurisdiction over it or over any part of its
operations.

         5.4 NO BREACH. The execution, delivery and performance of this
Agreement by Buyer and the consummation of the transaction contemplated hereby
will not violate or cause a breach of or constitute a default under any
judgment, injunction, order, decree, material agreement or material instrument
binding upon Buyer. The execution, delivery and performance of this Agreement by
Buyer and the consummation of the transactions contemplated hereby will not
violate its charter or by-laws or, upon receipt of all required regulatory
approvals, any law or regulation applicable to it.

         5.5 LITIGATION. There is no action, suit or proceeding pending against
Buyer or to the knowledge of Buyer threatened against or affecting Buyer before
any court or arbitrator or any governmental body, agency or official which could
materially adversely affect the ability of Buyer to perform its obligations
under this Agreement.

         5.6 GOVERNMENTAL NOTICES. Buyer has no reason to believe that any
federal, state or other governmental agency having jurisdiction to approve or
consent to the transaction would oppose or not grant or issue its consent or
approval, if required, with respect to the transactions contemplated hereby.

         5.7 REGULATORY APPROVALS. The information furnished or to be furnished
by Buyer pursuant to Section 8.1 of this Agreement for the purpose of filing any
regulatory application and/or notice is or will be true and complete as of the
date so furnished.

                                       9
<PAGE>

         5.8 CONSENTS. Other than the approval of the OTS, no consent, approval
or authorization of any governmental authority or agency is required for the
execution, delivery and performance by Buyer of this Agreement and the
consummation by it of any transactions contemplated hereby.

                                    ARTICLE 6

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Buyer the following:

         6.1 ORGANIZATION. Seller is a federally chartered savings bank duly
organized, validly existing and in good standing under the laws of the United
States of America.

         6.2 AUTHORITY. Seller has the corporate power and authority to execute,
deliver and perform this Agreement and has secured all necessary corporate
consents and approvals in connection with the execution of this Agreement and
the consummation of the transactions contemplated hereby subject to obtaining
regulatory approval. Upon execution and delivery, this Agreement will constitute
a valid and binding obligation of Seller enforceable against it in accordance
with its terms, subject to applicable bankruptcy, insolvency, receivership, and
similar laws affecting creditors' rights generally, and the rights of creditors
of federally insured financial institutions, and to general principles of equity
(whether enforcement is sought in a proceeding in equity or at law). The
Deposits are insured by the FDIC up to the current applicable maximum limits and
Seller has received no notice of any action pending or threatened by the FDIC
with respect to termination of such insurance. None of the Deposits are Brokered
Deposits.

         6.3 COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Seller holds all
licenses, franchises, permits and authorizations necessary for the lawful
conduct of its business, and has not materially violated, and is not in material
violation of, any applicable statutes, laws, ordinances, rules and regulations
of all federal, state and local governmental bodies, agencies and subdivisions
having, asserting or claiming jurisdiction over it or over any part of its
operations.

         6.4 NO BREACH. The execution, delivery and performance of this
Agreement by Seller and the consummation of the transaction contemplated hereby
will not violate or cause a breach of or constitute a default under any
judgment, injunction, order, decree, material agreement or material instrument
binding upon Seller. The execution and performance of this Agreement by Seller
and the consummation of the transactions contemplated hereby will not violate
its charter or by-laws or, upon receipt of all required regulatory approvals,
any law or regulation applicable to it.

         6.5 LITIGATION. There is no action, suit or proceeding pending against
Seller or to the knowledge of Seller threatened against or affecting Seller,
before any court or arbitrator or any governmental body, agency or official
which could materially adversely affect the aggregate value of the Deposits or
the Assets, or the ability of Seller to perform its obligations under this
Agreement.

         6.6 TITLE TO ASSETS. Seller is the lawful owner of and has good and
marketable title to the Assets, free and clear of all Encumbrances. Delivery to
Buyer of the instruments of transfer of ownership contemplated by this Agreement
will vest in Buyer all right, title and interest of the Seller in and to the
Assets.

                                       10
<PAGE>

         6.7 TIN CERTIFICATION. Seller has complied in all material respects
with all applicable tax laws relating to obtaining and, if appropriate,
correcting taxpayer identification numbers ("TINs"), including the use of due
diligence and/or reasonable cause as defined for purposes of the Internal
Revenue Code, relating to TIN compliance with respect to holders of the
Deposits.

         6.8 ACCOUNT LOAN ENFORCEABILITY. All Account Loans transferred to Buyer
pursuant to the terms of this Agreement are valid and enforceable subject to
applicable bankruptcy, insolvency, receivership, and similar laws affecting
creditors' rights generally, and, as to enforceability, to general principles of
equity (whether enforcement is sought in a proceeding in equity or at law).

         6.9 SAFE DEPOSIT BOXES. The Safe Deposit Boxes do not hold contents
subject to escheatment as of the Closing Date.

         6.10 INSURANCE. All insurance policies and guaranties maintained by
Seller and applicable to the Branch are in full force and effect and are
described on Schedule 6.10.

         6.11 TAXES. All payroll, withholding, property, excise, sales, use and
transfer taxes imposed by the United States or by any state, municipality,
subdivision or instrumentality of the United States or by any other taxing
authority which are due and payable by Seller prior to the Closing relating to
the Branch as of the Closing Date have been paid in full, or will be so paid
prior to the Closing except to the extent contested by Seller in good faith
through appropriate proceedings.

         6.12 RECORDS. The Records are originals of, or true and correct copies
of records created and maintained during the ordinary course of business by
Seller at the Branch.

         6.13 SERVICE AND MAINTENANCE CONTRACTS. There are no contracts or other
agreements relating to the rendering by third parties of services to the Branch
other than those which shall be delivered to Buyer pursuant to Section 8.12
hereof.

         6.14 REGULATORY APPROVALS. The information furnished or to be furnished
by Seller pursuant to Section 8.1 of this Agreement for the purpose of enabling
Buyer to complete and file an application with the OTS is or will be true and
complete as of the date so furnished.

         6.15 CONSENTS. Other than the approval of the OTS, no consent, approval
or authorization of any governmental authority or agency is required for the
execution, delivery and performance by Seller of this Agreement and the
consummation by it of any transactions contemplated hereby.

         6.16 OPERATION. To the best of Seller's knowledge, the current use and
operation of the Branch are in compliance with and authorized by zoning and
other land use regulations applicable at the time of completion of construction,
including without limitation building, fire, health and safety codes and all
private covenants, restrictions and easements except to the extent that any
non-compliance would not have a material adverse effect on the Branch. To the
best of Seller's knowledge, there are no facts or circumstances existing or
threatened which could have a material adverse effect on the present or future
use of the Branch as a bank office, except as described on Schedule 6.16
attached hereto. Seller has neither received notice nor has knowledge that any

                                       11
<PAGE>

governmental authority thereof considers the Branch to violate or to have
violated any federal, state, county, and local laws and regulations relating to
the environment or any Hazardous Substance as hereinafter defined (collectively,
"Environmental Law"), any fire, zoning, health, building code or other
ordinance, law or regulation or order of any government or any agency, body or
subdivision thereof. Except for (i) the Branch Lease, (ii) agreements referenced
in Section 6.13, and (iii) agreements necessary or desirable to consummate the
transactions contemplated hereby, Seller is not a party to any other material
agreement relating to the Branch except as described on Schedule 6.16 attached
hereto.

         6.17 CONDEMNATION. Seller has no notice of any pending or threatened
proceeding in eminent domain or otherwise, which would affect the Branch, or any
portion thereof. Seller has no knowledge of any existing, proposed or
contemplated plan to widen, modify or realign any street or highway contiguous
to the Branch, except as described on Schedule 6.17 attached hereto. To the best
knowledge of Seller, there are no intended public improvements which will result
in any charge being levied or assessed against, or in the creation of any
Encumbrance upon, the Branch.

         6.18 HAZARDOUS SUBSTANCES. Seller covenants, represents, and warrants
that to its best knowledge: (i) except for the use and storage of office
supplies in the ordinary course of business, no Hazardous Substances are or have
been present, stored, disposed of, or released in or at the Branch in violation
of Environmental Laws, and to Seller's knowledge, except for the use and storage
of office supplies in the ordinary course of business, no Hazardous Substances
are or have been present, stored, disposed of, or released above or below the
Branch in violation of Environmental Laws; (ii) Seller has not received any
communication from a governmental authority that alleges a violation of
Environmental Laws concerning the Branch that has not been cured; (iii) there
has been no claim, action, cause of action, investigation, or communication
asserted by a person alleging potential liability arising out of or based on or
resulting from (x) the presence, storage, disposition or release of any
Hazardous Substance at, above, or below the Branch or (y) the violation or
alleged violation of any Environmental Law concerning the Branch. "Hazardous
Substances" shall mean chemicals, pollutants, contaminants, wastes, and
substances that have been defined as toxic or hazardous by any Environmental
Laws as well as petroleum, petroleum products, asbestos, and polychlorinated
biphenyls ("PCB's").

         6.19 LEASE. Seller is the holder of the tenant's interest under the
Branch Lease and such interest is free and clear of all Encumbrances, except as
listed on Schedule 6.19. The Branch Lease constitutes the sole and entire
agreement between Seller and the landlord thereunder and there are no other
agreements, written or oral, between Seller and such landlord regarding Seller's
rights or obligations with respect to the Branch. Except as listed on Schedule
6.19, Seller has received no notice of default or breach from the landlord under
the Branch Lease that has not been cured, nor, to Seller's knowledge, does there
currently exist any such default or breach, or any facts or circumstances which
with or without notice or the passage of time or both would constitute a default
or breach, on the part of either of the landlord or tenant under the Branch
Lease. The copy of the Branch Lease, attached as Schedule 1.1, is true and
complete. Seller agrees to indemnify and hold Buyer harmless with respect to the
items listed on Schedule 6.19. Seller makes the following representations and
warranties with respect to the Branch Lease: the Branch Lease is dated June 30,
1978; subject to any renewal options the Branch Lease term shall expire on
August 16, 2004; Seller has accepted and is now in possession of subject
premises under the Branch Lease; the current amount of fixed monthly rent,
excluding parking fees and charges, is $6,068.29; the current amount of security
deposit is $0; no other security deposits have been made; Seller is currently
paying the full Branch Lease rental, which has been paid in full as of the date
hereof; no rent under the Branch Lease has been paid for more than 30 days in
advance of its due date.

                                       12
<PAGE>

                                    ARTICLE 7

                               COVENANTS OF BUYER

         7.1 ASSISTANCE IN OBTAINING REGULATORY APPROVALS. Buyer shall be
responsible for the preparation and filing of the application and notices for
approval of the transaction contemplated herein with the OTS. Buyer will be
solely responsible for all fees, expenses and costs incurred with respect to the
preparation and filing of the application and notices with the OTS.
Notwithstanding the previous sentence, each Party shall pay any required filing
fee for any application required to be filed under applicable law by such Party,
and such Parties own attorneys' and consultant fees.

         7.2 PERFORMANCE OF LIABILITIES. Subject to Seller's compliance with
Section 13.6 from and after the Closing, Buyer agrees to pay (to the extent
there are sufficient available funds on deposit) all properly drawn checks,
drafts and negotiable withdrawal orders drawn against a Deposit account
transferred by Seller to Buyer as contemplated herein, timely presented to Buyer
by mail, over its counters or through inclearings and whether drawn on the check
or draft forms provided by Seller for sixty (60) days after the Closing Date.

         7.3 CONSENTS AND NOTICES. Buyer: (i) has used or will use commercially
reasonable efforts to obtain prior to the Closing Date all consents, approvals
or authorizations required to be obtained by it for the consummation of the
transaction contemplated hereby; and (ii) has published or will publish all
notices required by all governmental authorities or agencies required for the
execution, delivery and performance by Buyer of this Agreement and the
consummation by it of any transaction contemplated hereby.

         7.4 FURTHER ASSURANCES. On and after the Closing Date, Buyer shall give
such further assurances to Seller and upon Seller's request shall execute,
acknowledge and deliver all such acknowledgments and other instruments and take
such further action as may be reasonably necessary and appropriate to
effectively relieve and discharge Seller from any obligations remaining under
the Liabilities transferred to Buyer and to confirm the assumption of the
Liabilities by Buyer; provided, however, that Buyer need not incur any material
costs or expenses in connection with the undertakings contained in this sentence
unless such costs or expenses are paid by Seller.

         7.5 CONFIDENTIALITY. Buyer 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
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 records, books, contracts, instruments,
computer data and other data and information (collectively, "Information")
concerning Seller furnished it by Seller or its representatives pursuant to this
Agreement (except to the extent that such information can be shown to have been
(a) previously known by Buyer on a non-confidential basis, (b) in the public
domain through no fault of Buyer or (c) later lawfully acquired from other
sources by Buyer) and shall not release or disclose such Information to any
other person, except its auditors, attorneys, financial advisors, bankers, other

                                       13
<PAGE>

consultants and advisors and, to the extent permitted above, to bank regulatory
authorities. The obligations of Buyer in the preceding sentence shall terminate
upon the Closing with respect to information relating to the Branch. In the
event of termination of the transactions contemplated in this Agreement prior to
Closing, Buyer shall return to Seller all such records, books, contracts,
instruments, computer data and other data or information and all copies thereof
in its possession or the possession of third parties subject to its direction,
and shall certify in writing as to the foregoing.

                                    ARTICLE 8

                               COVENANTS OF SELLER

         8.1 ASSISTANCE IN OBTAINING REGULATORY APPROVALS. Both Parties will
fully cooperate in the preparation and filing of the regulatory applications
and/or notices required to complete the transactions contemplated herein. Both
Parties will fully cooperate in providing all necessary information, completed
forms and executed documents as may be required to complete all necessary
applications and/or notices.

         8.2 CONSENTS AND NOTICES. Seller: (i) has used or will use commercially
reasonable efforts to obtain prior to the Closing Date all consents, approvals
or authorizations required to be obtained by it for the consummation of the
transactions contemplated hereby; and (ii) has published and issued or will
publish and issue all notices required by all governmental authorities or
agencies required for the execution, delivery and performance by Seller of this
Agreement and the consummation by it of any transactions contemplated hereby.

         8.3 ACCESS TO RECORDS AND INFORMATION; PERSONNEL; CUSTOMERS.

                  (a) Between the Signature Date and the Closing Date, Seller
shall afford to Buyer and its authorized agents and representatives access,
during normal business hours, to the operations, books, records, contracts,
documents and other information of or relating to the Deposits and Assets to be
transferred to Buyer as contemplated herein, and shall provide Buyer a true copy
of the form of all contracts, agreements, and other documents governing or
specifying the terms of the relationship between Seller and its customers at the
Branch. Reasonable notice for access shall be given to Seller by Buyer. The date
and time of such access will then be mutually agreed upon by both Parties.
Seller shall cause its personnel to provide assistance to Buyer in Buyer's
investigation of matters relating to such Deposits, Account Loan, Assets and
Safe Deposit Boxes; provided, however, that Buyer's investigation shall be
conducted in a manner which does not unreasonably interfere with Seller's normal
operations, customers and employee relations; and provided further, that Buyer
and its authorized agents and representatives shall be afforded physical access
to the Branch over the weekend immediately prior to the Closing Date.

                  (b) Buyer, with Seller's prior written consent, may, at its
own expense, upon regulatory approval of the transaction contemplated by this
Agreement, communicate with, and deliver information, brochures, bulletins,
press releases and other communications to depositors of the Branch concerning
such transaction and concerning the business and operations of Buyer.

         8.4 CONDUCT OF BUSINESS PENDING CLOSING. Except as may be required to
obtain the regulatory approvals referred to in Section 8.1 hereof, between the
Signature Date and the Closing Date, and except as may otherwise be required by
a regulatory authority, Seller shall not, without the prior consent of Buyer,
which consent shall not be unreasonably withheld:

                                       14
<PAGE>

                  (a) Cause the Branch to engage or participate in any
transaction that would materially and adversely affect the Deposits, Account
Loans, Assets or Safe Deposit Boxes, except in the ordinary course of business;

                  (b) Cause the Branch to transfer to Seller's other branches
any Deposits to be transferred to Buyer as contemplated herein, except upon the
unsolicited request of a depositor in the ordinary course of business;

                  (c) Undertake any actions which are inconsistent with a
program to use reasonable efforts to maintain good relations with Employees
employed at the Branch, unless such actions are required or permitted by this
Agreement; provided, however that the foregoing shall not be deemed to prohibit
any human resource practices, including without limitation termination and
discipline of Employees, in effect at the Branch on the Signature Date;

                  (d) Increase or agree to increase the salary, remuneration or
compensation of persons employed at the Branch other than in accordance with
Seller's customary policies and/or bank-wide changes, or pay or agree to pay any
bonus not committed or contemplated prior to the date of this Agreement to any
such Employees other than regular bonuses granted based on historical practice
or, as provided for in this Agreement;

                  (e) Enter into any commitment, agreement, understanding or
other arrangement to dispose of the Assets and Liabilities to be transferred to
Buyer as contemplated herein, other than pursuant to the terms of this
Agreement;

                  (f) Invest in any Fixed Assets of the Branch, except for
commitments made on or before the Signature Date and disclosed to Buyer in
writing and for replacements of furniture, furnishings and equipment and normal
maintenance and refurbishing purchased or made in the ordinary course of
business;

                  (g) Offer rates or terms on accounts at the Branch below or
more restrictive than, or above the average rate offered by it on the same type
of account at its other offices;

                  (h) Cause or permit the Branch to transfer to Seller's other
operations or branches any Account Loans or Fixed Assets of the Branch;

                  (i) Transfer, assign, permit any Encumbrance to exist with
respect to or otherwise dispose of, or enter into any contract, agreement or
understanding to transfer, assign, cause or permit any Encumbrance to exist with
respect to or otherwise dispose of, any of the Assets of the Branch except in
the ordinary course of business and subject to the other provisions of this
Section 8.4.

         8.5 BOOKS AND RECORDS. Seller shall retain (i) all books and records
relating to the Branch which are not ordinarily maintained at the Branch along
with transaction tickets through the Closing Date and all records of closed
accounts, except books and records from centralized servicing areas (including,
e.g., W-8 and W-9 Certifications), and (ii) all transaction documents related to
the Deposits. On the Closing Date, Buyer shall receive possession of, and right,
title and interest to and in, the Records. All transaction documents, books and
records which are retained by Seller after the Closing Date and which relate

                                       15
<PAGE>

directly to transactions involving Assets and Deposits of the Branch occurring
prior to the Closing Date shall (i) be maintained for a period which is at least
the longer of the period required by law or the normal retention period under
Seller's record retention program, unless the Parties shall, applicable law
permitting, agree upon a shorter period; and (ii) even if such transaction
documents, books and records are relocated to third-party long-term storage
facilities or transferred to microfilm or other media in accordance with
Seller's normal practices, shall upon Buyer's request pursuant to a customer's
reasonable inquiry, be made available to Buyer at no cost. For any other
purpose, unless the Parties agree to another arrangement, Seller shall provide
such transaction documents, books and records as Buyer may deem desirable at
Seller's regular customer service charge for research and copying, except if
such purpose is reasonably necessary to permit Buyer to comply with or contest
any applicable legal, tax, banking, accounting or regulatory policies,
requirements or proceedings, arising out of the obligations of Seller prior to
Closing, in which case no charge shall be made.

         8.6 INSURANCE POLICIES. Seller will maintain in effect until the
Closing all insurance policies set forth in Schedule 6.10 attached hereto
providing coverage at least equal to their current coverage.

         8.7 FURTHER ASSURANCES. On and after the Closing Date, Seller shall (i)
give such further assurances to Buyer and upon Buyer's request shall execute,
acknowledge and deliver all such acknowledgments and other instruments and take
such further action as may be necessary and appropriate to effectively relieve
and discharge Buyer from any obligations remaining under the Deposits
transferred to Buyer, except obligations assumed under this Agreement; and (ii)
give such further assistance to Buyer and shall execute, acknowledge and deliver
all such bills of sale, acknowledgments and other instruments and take such
further action as may be necessary and appropriate effectively to vest in Buyer
full, legal and equitable title to the Assets transferred to Buyer; provided,
however, that Seller need not incur any material costs or expenses in connection
with the undertakings contained in this sentence unless such costs or expenses
are paid by Buyer. In particular, and without limiting the foregoing:

                  (a) After the Closing Date, Seller will mail to Buyer on the
day of receipt by Seller all payments relating to Account Loans or amounts
intended for deposit to the accounts which are part of the Deposits transferred
to Buyer or otherwise relating to such Deposits or Account Loans; and

                  (b) With respect to checks or drafts against accounts which
are Deposits transferred to Buyer, Seller and Buyer will cooperate with one
another such that on and after the Closing Date, each such item which is coded
for presentment to Seller or to any bank for the account of Seller, is delivered
to Buyer in a timely manner and in accordance with Section 13.6, applicable law
and Clearing House rules or agreement.

                  (c) Except as otherwise contemplated by this Agreement, Seller
will remove any supply of money orders, traveler's checks and other forms and
papers (other than Records) located at the Branch not later than the close of
business on the Closing Date; and

                  (d) Not later than 2:00 p.m. on the Closing Date, Seller will
void all ATM access cards along with any check guarantee services issued by it
to customers of the Branch except for customers that are also customers of other
branches of Seller.

         8.8 NO ENCUMBRANCES. Between Signature Date and the Closing Date,
Seller will not create or suffer to exist any new Encumbrance on the Assets, or
otherwise enter into any material transaction or make any material commitment
relating to the Assets without the prior written consent of Buyer, except as
permitted by Section 8.4 hereof.

                                       16
<PAGE>

         8.9 CONSENTS. Seller shall secure all necessary corporate consents,
shall use commercially reasonable efforts to secure all consents and releases
required of third parties (except those regarding Buyer) and shall comply with
all applicable laws, regulations and rulings in connection with this Agreement
and the consummation of the transactions contemplated hereby.

         8.10 OPERATION OF BRANCH. From and after the date of this Agreement
until the Closing Date, Seller shall operate and manage the Branch in the normal
and ordinary course and in accordance in all material respects with all
applicable federal, state and local laws, ordinances and requirements and
private covenants, conditions, restrictions and other agreements, and maintain
the Branch in good order, condition and repair in all material respects. Seller
shall punctually pay and perform all of its obligations under the Branch Lease
and related service contracts, and pay before delinquency all taxes,
assessments, utility charges and other expenses affecting the Branch except to
the extent contested in good faith by appropriate proceedings. After the
Signature Date, Seller shall use commercially reasonable efforts to retain at
the Branch the Deposits which are domiciled at the Branch as of the date of this
Agreement.

         8.11 REPURCHASE OF CERTAIN ACCOUNT LOANS AND DEPOSITS. Seller agrees,
on the first Business Day following the date which is thirty (30) days following
Closing, to repurchase from Buyer: (a) any Account Loan and to reassume any
obligations under any associated Deposit which (i) at Closing, was listed on the
Schedule of Delinquent Account Loans and (ii) on the date which is thirty (30)
days following Closing, remained delinquent. For purposes of the foregoing
sentence, an Account Loan shall be considered delinquent if such loan is more
than ninety (90) days past due at the applicable time; and (b) any Deposit and
to reassume any obligations under such associated Deposit which (i) at Closing,
was a Negative Balance Deposit and (ii) on the date which is thirty (30) days
following Closing, remained a Negative Balance Deposit, for a repurchase price
equal to the negative balance of such Deposit on the Closing Date. Seller and
Buyer shall cooperate in the repurchase of such Account Loans and Deposits and
the reassumption of obligations under such Account Loans and Deposits.

         8.12 SERVICE AND MAINTENANCE CONTRACTS. Seller shall, if requested by
Buyer, use commercially reasonable efforts to continue to make such services and
benefits of any service and maintenance contracts available to Buyer and in such
event, Buyer shall pay at the contract rate for any desired services to be
rendered to it after the Closing Date pursuant to any existing contract between
Seller and third parties. Seller has provided Buyer with copies of service and
maintenance contracts related to the Branch which are outstanding as of the
Closing Date. With respect to any such contracts, Buyer shall, not later than
five (5) days before the Closing Date, notify Seller of those contracts which it
elects to assume (to the extent permitted by the relevant contract and law), and
Seller shall assign all of its right, title and interest in such contracts so
assumed to Buyer at the Closing pursuant to documents and agreements in form and
substance reasonably satisfactory to Buyer.

         8.13 SIGNS. At the request of Buyer, Seller shall, at its own cost and
in compliance with the Branch Lease on or before the Closing Date, remove all
exterior and interior signs identifying Seller at the Branch and restore
exterior surfaces. In addition, Seller will cooperate with Buyer in Buyer's
effort to coordinate the installation of exterior signage at the Branch. The
parties shall cooperate with each others efforts with respect to the foregoing
to the extent reasonable.

                                       17
<PAGE>

         8.14 LEASE. Seller shall use commercially reasonable efforts to obtain
and deliver to Buyer a Landlord Estoppel Certificate, substantially in the form
attached hereto as Exhibit 8.14(a) ("Landlord Estoppel Certificate") from the
landlord under the Branch Lease which, if delivered, shall be dated not sooner
than thirty (30) days prior to the Closing Date. Commercially reasonable
efforts, as used in this paragraph, shall not include the payment of any
consideration or money. Seller shall also use its best efforts to obtain as soon
as reasonably possible, and to provide to Buyer not later than ten (10) days
prior to the Closing Date, a written consent to the assignment of the Branch
Lease from the landlord under the Branch Lease substantially in the form
attached hereto as Exhibit 8.14(b) or in such other form as Seller and Buyer
shall mutually agree ("Assignment and Consent").

                                    ARTICLE 9

                                 NON-COMPETITION

         9.1 SOLICITATION. For a period of twenty-four (24) months following the
Closing Date, Seller will not, directly or indirectly, solicit deposits by the
use of direct mail, telemarketing programs or other similar marketing methods
specifically directed at people within a two (2.0) mile radius of the Branch or
at customers of the Branch. Notwithstanding the previous sentence, this Section
(Section 9.1) shall not limit the right of Seller to solicit customers through a
general media marketing program or to solicit customers who are also customers
of other operations or branches of Seller.

         9.2 NON-COMPETITION. For a period of twenty-four (24) months following
the Closing Date, Seller shall not, directly or indirectly, without the prior
written consent of Buyer, own, operate or purchase an office of a savings and
loan association, commercial bank, savings bank or depositary institution within
a two (2.0) mile radius of the Branch. This Section 9.2 shall not prohibit
Seller from acquiring a branch or branches within such radius when such
acquisition is part of a multi-branch purchase from, or a merger with, another
financial institution.

         9.3 ADVERTISING. For a period of twenty-four (24) months following the
Closing Date, Buyer may not use Seller's name in any advertisement without
Seller's prior written consent and Seller may not use Buyer's name in any
advertisement without Buyer's prior written consent.

                                   ARTICLE 10

                              CONDITIONS TO CLOSING

         10.1 CONDITIONS TO THE OBLIGATIONS OF BUYER. Unless waived in writing
by Buyer, the obligations of Buyer to consummate the transaction contemplated by
this Agreement are subject to the satisfaction at or prior to the Closing of the
following conditions:

                  (a) PERFORMANCE. Each of the acts and undertakings of Seller
to be performed at or before the Closing Date pursuant to this Agreement shall
have been duly performed in all material respects.

                  (b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Seller contained in Article 6 of this Agreement shall be true and
complete on and as of the Closing Date with the same effect as though made on
and as of the Closing Date.

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<PAGE>

                  (c) ABSENCE OF PROCEEDINGS AND LITIGATION. No order shall have
been entered and remain in force at the Closing Date restraining or prohibiting
any of the transactions contemplated by this Agreement in any legal,
administrative or other proceeding and no action or proceeding shall have been
instituted or threatened on or before the Closing Date pertaining to the
transactions contemplated by this Agreement which, in the reasonable judgment of
Buyer, could be materially adverse to Buyer's consummating this Agreement.

                  (d) REGULATORY APPROVAL. All required licenses, approvals and
consents of any relevant state, federal or other regulatory agencies shall have
been obtained and all necessary conditions to those licenses, approvals and
consents shall have been fully satisfied; provided, however, that if any such
licenses, approvals or consents are qualified or conditioned in any manner which
materially and adversely affects the operations of the Branch as a branch of
Buyer, this condition may be deemed unfulfilled.

                  (e) DOCUMENTS. In addition to the documents described
elsewhere in this Section 10.1, Buyer shall have received the following
documents from Seller duly executed:

                           (1) A General Bill of Sale and Assignment and
Assumption substantially in the form of Exhibit A hereto.

                           (2) A Retirement Accounts Transfer Agreement
substantially in the form of Exhibit C hereto.

                           (3) A certificate of the Secretary or Assistant
Secretary of Seller as to the incumbency and signatures of officers.

                           (4) Such other bills of sale and other instruments
and documents as counsel for Buyer may reasonably require as necessary or
desirable for transferring, assigning and conveying to Buyer good, marketable
and insurable title to the Assets to be transferred to Buyer as contemplated
herein, all in form and substance reasonably satisfactory to counsel for Buyer.

                           (5) A certificate signed by duly authorized officers
of Seller stating that the representations and warranties of Seller under
Article 6 of this Agreement are true as of the Closing Date, that the respective
covenants of Seller to be performed on or before the Closing Date have been
performed in all material respects, and that the conditions set forth in this
Section 10.1 have been satisfied.

                           (6) A schedule listing the Account Loans and
associated Deposits which are ninety (90) days delinquent as of the Closing (the
"Schedule of Delinquent Account Loans").

                           (7) Such other documents or instruments as Buyer may
reasonably request in connection with the performance by Seller of any of its
obligations hereunder.

                           (8) Resolutions of Seller's Board of Directors,
certified by its Secretary or Assistant Secretary, authorizing the signing and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.

                           (9) A computer printout of Deposits being transferred
to Buyer.

                                       19
<PAGE>

                           (10) A list of holds pursuant to Section 13.7.

                           (11) A copy of the form of the notice Seller sent to
its customers in accordance with Section 13.1, and the final customer list
contemplated by Section 13.1.

                           (12) The Records relating to the Branch.

                           (13) A Landlord Estoppel Certificate executed by the
landlord under the Branch Lease substantially in the form of Exhibit 8.14(a)
attached hereto; provided that delivery of such Landlord Estoppel Certificate
shall be required and shall be a condition precedent to Closing only if such
Landlord Estoppel Certificate has been obtained by Seller.

                           (14) The Assignment and Consent executed by Buyer,
Seller and the landlord under the Branch Lease. For purposes of Section
10.1(e)(14) the Assignment and Consent to be delivered pursuant to the previous
sentence shall not be interpreted to require execution by the landlord under the
Branch Lease of documentation releasing Seller from liability under the Branch
Lease.

                  (f) DESTRUCTION OF PROPERTY. Between the date of this
Agreement and the Closing Date, there shall have been no damage to or
destruction of the Realty, Branch, Leasehold Improvements or other Assets of the
Branch to be acquired by Buyer (whether or not insured) which materially reduces
the market value of such property and no zoning or other order, limitation or
restriction imposed against the same that might have a materially adverse impact
upon the operations, business or prospects of the Branch or upon the Assets
relating thereto. In the event of such damage, Seller shall repair or restore
the property, or if the property is insured, may elect to perform no such repair
or restoration and assign the insurance proceeds to Buyer. In the event that
Seller makes no repair or restoration and the damage to the property is not
insured, or if the cause of the reduction in market value is not repairable,
Seller and Buyer shall attempt to agree upon a mutually acceptable reduced
purchase price for such property. If Seller and Buyer are unable to reach such
agreement, Buyer may elect to exclude such property from the purchase with a
corresponding reduction in the purchase price calculated under Section 2.2
above, provided however, that Buyer shall nonetheless assume the Deposits and
purchase the Account Loans except when such damage, or destruction prevents
Buyer from operating the Branch, in which event, at Buyer's option, Buyer may
elect to terminate this Agreement.

                  (g) ACCESS TO INFORMATION. Seller shall have permitted Buyer
and its authorized representatives and agents to have reasonable access, after
the Signature Date, to all Assets and Records of the Branch as are relevant to
this Agreement in accordance with this Agreement.

                  (h) NO MATERIAL ADVERSE CHANGE. No material adverse change
shall have occurred affecting (i) the Branch or (ii) the ability to conduct
operations at the Branch provided that no decrease in Deposits which would not
constitute a failure of Section 10.1(j) and no destruction of property which
would not constitute a failure of Section 10.1(f) shall be deemed to be a
material adverse change.

                  (i) DEPOSIT. The aggregate amount of all of the Deposits to be
transferred to Buyer hereunder shall not be twenty-five percent (25%) larger or
smaller than the aggregate amount of Deposits of the Branch as of the Signature
Date.

                                       20
<PAGE>

                  (j) REIMBURSEMENT. Buyer shall have received payment pursuant
to Section 2.3(c).

         10.2 CONDITIONS TO THE OBLIGATIONS OF SELLER. Unless waived in writing
by Seller, the obligations of Seller to consummate the transaction contemplated
by this Agreement are subject to the satisfaction at or prior to the Closing of
the following conditions:

                  (a) PERFORMANCE. Each of the acts and undertakings of Buyer to
be performed at or before the Closing Date pursuant to this Agreement shall have
been duly performed in all material respects.

                  (b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Buyer contained in Article 5 of this Agreement shall be true and
complete on and as of the Closing Date with the same effect as though made on
and as of the Closing Date.

                  (c) ABSENCE OF PROCEEDINGS AND LITIGATION. No order shall have
been entered and remain in force at the Closing Date restraining or prohibiting
any of the transaction contemplated by this Agreement in any legal,
administrative or other proceeding and no action or proceeding shall have been
instituted or threatened on or before the Closing Date pertaining to the
transaction contemplated by this Agreement which, in the reasonable judgment of
Seller could be materially adverse to Seller's consummating this Agreement.

                  (d) REGULATORY APPROVAL. All required licenses, approvals and
consents of any relevant state, federal or other regulatory agencies shall have
been obtained and all necessary conditions to those licenses, approvals and
consents shall have been fully satisfied.

                  (e) DOCUMENTS. In addition to the documents described
elsewhere in this Section 10.2, Seller shall have received the following
documents from Buyer duly executed:

                           (1) A General Bill of Sale and Assignment and
Assumption substantially in the form of Exhibit A hereto.

                           (2) An Assumption of Deposit Liabilities
substantially in the form of Exhibit B hereto.

                           (3) A Retirement Accounts Transfer Agreement
substantially in the form of Exhibit C hereto.

                           (4) A certificate of the Secretary or Assistant
Secretary of Buyer as to the incumbency and signatures of officers.

                           (5) A certificate signed by duly authorized officers
of Buyer stating that the representations and warranties of Buyer under Article
5 of this Agreement are true as of the Closing Date, and that the respective
covenants of Buyer to be performed on or before the Closing Date have been
performed in all material respects, and that the conditions set forth in this
Section 10.2 have been satisfied.

                           (6) Such other documents or instruments as Seller may
reasonably request in connection with the performance by Buyer of any of its
obligations hereunder.

                                       21
<PAGE>

                           (7) Resolutions of Buyer's Board of Directors,
certified by its Secretary or Assistant Secretary, authorizing the signing and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.

                           (8) The Assignment and Consent executed by Buyer,
Seller and the landlord under the Branch Lease.

                                   ARTICLE 11

                                   TERMINATION

         11.1 CONDITIONS FOR TERMINATION. This Agreement shall terminate and be
of no further force and effect as between the Parties hereto, upon the
occurrence of any of the following:

                  (a) Immediately upon refusal or denial by any governmental
agency of any approvals or consents required to be obtained pursuant to this
Agreement.

                  (b) The expiration of five (5) Business Days from the date
that any Party has given written notice to the other Party of such other Party's
material breach or material misrepresentation of any condition, warranty,
representation or covenant in this Agreement; provided, however, that no such
termination shall take effect if within such five (5) day period the Party so
notified shall have fully and completely corrected the grounds for termination
as specified in such notice.

                  (c) Upon the failure to consummate the transaction by July 23,
1999 unless extended by mutual agreement in writing of the Parties.

                  (d) Upon mutual consent of the Parties to terminate.
Notwithstanding anything to the contrary herein contained in this Agreement, no
Party shall have the right to terminate this Agreement on account of its own
breach or any immaterial breach by the other Party.

                  (e) If either Party has failed to disclose in writing to the
other Party facts known to it that would have a material adverse effect on its
ability to obtain all requisite regulatory consents or to perform its
obligations under this Agreement.

                  (f) If Buyer shall have elected to terminate this Agreement
pursuant to Section 10.1(f).

                  (g) If Buyer shall have given Seller notice of any material
defect with the Branch or the Deposits or any Assets thereof pursuant to Section
3.1 (b), and if Seller has not remedied such material defects to the extent and
within the time limitations set forth in the appropriate provision thereof.

         11.2 EFFECT OF TERMINATION. Termination of this Agreement pursuant to
Section 11.1 or for any reason or in any manner shall not release, or be
construed to release, any Party hereto from liability or damage to any other
Party arising out of, in connection with, or otherwise relating to, directly or
indirectly, such Party's material breach, default or failure in performance of
any material covenants, agreements, duties or obligations arising hereunder.

                                       22
<PAGE>

                                   ARTICLE 12

                                    EMPLOYEES

         12.1 EMPLOYEES. Buyer shall be entitled, but is not required, to meet
with the Employees employed at Seller's Branch no later than seven (7) days
after the transaction is communicated by the Seller to the Seller's Employees.
Seller agrees to give Buyer access to personnel files concerning each of the
Employees employed at Seller's Branch within seven (7) days of receiving such
Employee's written consent for such release. Seller shall use commercially
reasonable efforts to obtain such consent from each of its Employees as soon as
practicable after the initial meeting with Employees employed at the Seller's
Branch. Buyer shall be entitled, but is not obligated to, personally interview
each of Seller's Employees. Buyer may offer employment to any of such Employees
which Buyer, in its sole and absolute discretion, desires to employ. Any such
Employee shall be hired on such terms and conditions as Buyer shall determine,
effective the day immediately following the Closing Date. Buyer shall make any
offers of employment promptly after the receipt from Seller of records referred
to above. Any such Employee shall be given five (5) Business Days from the date
of such offer to accept or decline the employment offer.

         Beginning on the date on which any of Seller's Employees are hired by
Buyer, Buyer shall assume all obligations and liabilities which may arise as a
result of Buyer's employment of such Employees on or after such first date of
employment of such Employees, and hereby agrees to and shall indemnify and hold
Seller harmless from and against any such liability. In furtherance and not in
limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and
Buyer's officers, directors, employees, agents and representatives from and
against any and all obligations or liabilities which may arise as a result of
Seller's employment of such Employees on or prior to the Closing (including,
without limitation, those specified in the next paragraph). Nothing contained
herein is to be construed as offering or creating an employment contract for any
such Employee or any other obligation to employ such Employees. All Employees of
the Branch will have their earned compensation paid in full by Seller through
the Closing Date, including but not limited to any amounts due for accrued but
unused vacation pay.

         The Buyer is not assuming, nor shall it have responsibility for the
continuation of, or any liabilities under or in connection with: (i) any
employment contract, collective bargaining agreement, plan or arrangement
providing for insurance coverage or for deferred compensation, bonuses, stock
options or other forms of incentive compensation or post-retirement compensation
or benefits which is entered into or maintained, as the case may be, by Seller;
or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is
subject to any provision or ERISA and is maintained, administered or contributed
to by Seller.

         This Agreement is not intended to create and does not create any
contractual or legal rights in or enforceable by any Employee. Buyer agrees to
obtain prior approval of Seller before sending any communications to any
Employee employed at the Branch concerning the subject matter of this Section
12.1, which approval shall not be unreasonably withheld. This Agreement may be
amended or terminated without liability to any Employee.

         In the event the transactions contemplated by this Agreement are not
consummated, for a period of one (1) year following the termination of this
Agreement, Buyer will neither initiate contact with or solicit for hire any
Employee who was employed by Seller at or in conjunction with the Branch before
the termination of this Agreement. However, Buyer will not be prohibited from
hiring any such Employee where the contact with Buyer is initiated by the
Employee.

                                       23
<PAGE>

         Buyer shall have the right but not the obligation prior to the Closing
to provide training to any Employees that will become employees of Buyer after
the Closing as set forth in this Section 12. Such training shall be at the
expense of Buyer and shall be conducted on Saturday or after business hours at a
location other than the Branch. At the request of Buyer, Seller shall compensate
Employees, in accordance with Seller's customary policies and practices, for the
Employees' time spent being trained by Buyer and the Employees' reasonable
reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at
Closing or termination (the "Employee Reimbursements")). Seller shall cooperate
with Buyer to make such Employees available for such training prior to the
Closing Date.

         12.2 EMPLOYEE BENEFITS.

                  (a) Subject to any limitation or restriction imposed by the
ERISA, as amended;

                           (1) all Employees at the Branch who become employees
of Buyer ("Transferred Employees") will, on and as of the Closing Date, be
immediately eligible to participate in employee benefit plans and other fringe
benefits and rights, including without limitation severance plans and vacation
pay, enjoyed by employees of Buyer in comparable positions excluding any pension
or 401(k) plans; and

                           (2) for all employee benefit plans except any pension
or 401(k) plans, the Transferred Employees will be given immediate credit for
their length of service with Seller for eligibility and vesting purposes only.

                                   ARTICLE 13

                                OTHER AGREEMENTS

         13.1 NOTICES TO DEPOSITORS. Seller shall provide Buyer, as soon as
practicable, with a customer list regarding the accounts to be assumed by Buyer
as contemplated herein, together with data tapes. On the Closing Date, Seller
shall provide Buyer a final customer list of the assumed accounts. At the time
that Seller provides to Buyer the customer lists pursuant to this paragraph,
Seller shall notify Buyer of any customer addresses which Seller is aware are
invalid.

         As soon as practicable after receipt of all required regulatory
approvals, Seller shall notify the holders of the Deposits to be assumed by
Buyer that, subject to closing requirements, Buyer will be assuming the
liability of the Deposits and will not continue services provided by Seller
which are not routinely offered by Buyer. The notification will be based on the
list and data tapes referred to in the preceding paragraph and a listing
maintained at Seller's Branch of the new accounts opened since the date of the
list. Buyer shall send notification to the same holders setting out the details
of its administration of the assumed accounts. Each Party shall obtain the
approval of the other of its notification letter(s), which approval shall not be
unreasonably withheld or delayed.

         13.2 SAFE DEPOSIT BOXES. As soon as practicable after receipt of all
required regulatory approvals, the Seller shall notify by letter renters of Safe
Deposit Boxes located at the Branch of the disposition of their Safe Deposit
Boxes as of the Closing Date. In the event of removal of such boxes to a new
location, the Parties agree to cooperate in the safe and lawful transfer of such
boxes. The costs and expenses incurred in the transfer and security of such
boxes will be borne by Buyer. All key or other deposits related to the Safe
Deposit Boxes which are held by Seller shall be transferred to Buyer as of the
Closing Date as part of the Closing.

                                       24
<PAGE>

         13.3 INCOMING DEPOSITS AND MAIL. In the event Seller receives after the
Closing Date, a deposit, payment, legal process or mail with respect to the
Assets or Deposits transferred to Buyer, Seller shall, at Seller's expense, mail
such to Buyer within one (1) Business Day of receipt thereof at the address
Buyer may from time to time designate; provided, however that Seller shall use
commercially reasonable efforts to send all legal process to Buyer by facsimile
on the day same is received by Seller and, in any event, such legal process
shall be so sent no later than the next Business Day.

         13.4 RETURNED ITEMS. Any items that were (i) credited for deposit to,
or (ii) cashed against, an account at the Branch prior to the Closing and are
returned unpaid at any time after the Closing and within the guidelines
specified under "Regulation CC" of the Federal Reserve System ("Returned Items")
will be handled as follows:

                  (a) If Seller is charged for the Returned Item, Seller shall
notify Buyer and if there are sufficient funds in the account to which such
Returned Item was credited or any other accounts on deposit with Buyer in the
name of the party liable for such Returned Item, Buyer will debit any or all of
such accounts an amount equal in the aggregate to the Returned Item or all funds
available in the subject account, if less. If there are not sufficient funds in
the accounts which may be debited (for reasons other than Buyer's breach of
Section 13.7), Buyer will have no obligation to repay Seller unless and until
Buyer obtains reimbursement from the party liable for the Returned Item.

                  (b) If Buyer's bank account is charged for the Returned Item,
Buyer will use reasonable efforts to obtain reimbursement from the account to
which, or from the party to whom, the Returned Item was credited. If there are
sufficient funds in the account to which such Returned Item was credited or any
other accounts on deposit at any branch office of Buyer standing in the name of
the party liable for such Returned Item, Buyer will debit any or all of such
accounts in an amount equal in the aggregate to the Returned Item. If those
accounts do not contain funds sufficient to reimburse Buyer fully (for reasons
other than Buyer's breach of Section 13.7), Seller will, upon notice from Buyer,
immediately repay to Buyer the amount of the Returned Item and Buyer will assign
the Returned Item to Seller for collection. For a reasonable period of time
after reimbursement from Seller, Buyer will cooperate with Seller in its efforts
to obtain reimbursement from the party liable for the Returned Item.

                  (c) Any items that were credited for deposit to or cashed
against an account at the Branch prior to the Closing Date and are returned
unpaid more than sixty (60) days after the Closing will be the responsibility of
Seller.

         13.5 ACH ITEMS AND WIRE TRANSFERS. Buyer and Seller shall use
commercially reasonable efforts to transfer all ACH arrangements to Buyer as
soon as practicable after the Closing Date. Buyer shall continue such ACH
arrangements and such recurring debit and credit arrangements as are originated
and administered by third parties and for which Buyer need act only as
processor; Buyer shall have no obligation to continue recurring debit
arrangements that were originated or administered by Seller, and Seller shall
terminate such arrangements on or prior to the Closing Date. After the Closing
Date, Seller will use commercially reasonable efforts to (i) telecopy or deliver
to Buyer on each Business Day after receipt, at the address designated by the

                                       25
<PAGE>

Buyer, a summary of ACH Items affecting the Deposits (such summary to include
claim number, suffix (if applicable), source name, trace id, client name and
effective date); and (ii) remit by wire transfer to Buyer all ACH Item funds
that are intended for Deposit accounts being transferred to Buyer; provided,
however, that Seller's obligation to deliver such summaries and to forward such
ACH Items shall continue for not more than one hundred and fifty (150) days
after the Closing Date, unless an extension is agreed upon. Extensions must be
agreed upon by Buyer and Seller not less than seven (7) days prior to the end of
such period. Thereafter, Seller will return all ACH Items to the originator
marked "Account sold to another DFI."

         ACH transfers which have not been rerouted directly to Buyer after
ninety (90) days from Closing, shall be handled as follows: (i) Buyer shall
notify such ACH users that they must contact the ACH originator and complete the
transfer; (ii) if the transfer remains unconcluded after one hundred and twenty
(120) days from Closing, Buyer shall renotify such ACH users that their ACH
transaction will cease to be processed within the one month period following
said notification; and, (iii) after one hundred fifty days (150) from Closing,
Seller shall return the ACH transaction to the originator, marked "Account sold
to another DFI."

         For a period of thirty (30) days from the Closing, Seller shall upon
receipt thereof, notify Buyer of incoming wire transfers to an account(s) of a
Deposit transferred to Buyer at the Closing and shall use commercially
reasonable efforts to wire same to Buyer on the same day the funds of such
incoming wire transfer for the account(s) of such Deposit.

         13.6 CHECKING ACCOUNTS. Within ten (10) Business Days following the
Closing Date, Buyer, at its sole expense, will mail to holders of those Deposits
acquired from Seller which may be accessed by checks, new checks MICR encoded
with Buyer's routing and transit numbers and the Buyer's customer identification
number. On a daily basis, Seller, at its sole expense, will outsort all Branch
checks received by it drawn on accounts assumed by Buyer and prepare them for
delivery within one Business Day to Buyer's service center at Buyer's expense.
Buyer accepts full responsibility to either pay the items or return them in
accordance with the customer agreement and the California Uniform Commercial
Code and all applicable federal laws and regulations. Seller's obligation to
outsort and deliver such Branch checks shall continue for sixty (60) days after
the Closing Date. After the sixty (60) day period, Seller will stop accepting
such items and will return items marked "Refer to Maker."

         Seller will furnish to Buyer a daily accounting of debits to its
clearing account. On a daily basis, Buyer and Seller will agree on the
settlement amounts of inclearing items transferred by Seller to Buyer. Buyer
will remit the settlement amount on the next Business Day, by immediately
available funds, to the Seller.

         13.7 HOLDS. Holds that have been placed by Seller on particular
accounts or on individual checks, drafts, or other instruments and listed on the
schedule referred to in the next sentence will be continued by Buyer under the
same terms. Seller will deliver to Buyer at the Closing a schedule of such holds
which describes the terms thereof.

         13.8 RETIREMENT ACCOUNTS. Buyer will assume certain Retirement Accounts
held at Seller's Branch according to the terms contained herein and in the
Retirement Accounts Transfer Agreement attached hereto as Exhibit C. Buyer shall
not collect an annual fee for 1999.

         13.9 CARD PROCESSING. Seller will void on and as of the Closing Date
all (i) ATM access cards issued by it to customers of the Branch who will not
have ATM-accessible accounts with Seller after the Closing Date, (ii) debit
cards issued by it to customers of the Branch who will not have debit
card-accessible accounts with Seller after the Closing Date, and (iii) check
guarantee cards issued by it to customers of the Branch who will not have

                                       26
<PAGE>

checking accounts with Seller after the Closing Date. Seller will notify the
customer in writing as part of the notice requested under Section 13.1 above, of
such cancellation of the ATM access cards, debit cards and check guarantee
cards.

         Seller agrees to provide to Buyer the necessary data and tapes
required, prior to the Closing Date, to accommodate the processing of ATM and
debit cards, which may then be issued prior to the Closing Date. Furthermore,
the Parties agree to settle within two (2) Business Days of the ATM transaction
date for transactions occurring prior to Closing or during the conversion period
and for customers with sufficient funds: (i) any and all rejected ATM and debit
card transactions processed after the Closing Date, and (ii) any and all ATM and
debit card transactions processed while the ATM or debit card network could not
communicate with Seller's main host. Buyer agrees to remit the total sum of such
transactions to Seller on the same date the transactions are settled.

         Any claim submitted under "Regulation E" of the Federal Reserve System,
for transaction processed prior to the Closing Date on Deposits transferred to
Buyer, shall be settled as follows:

                  (a) If the claim is submitted to Seller, Seller shall process
the claim under the guidelines specified in "Regulation E," and if a
reimbursement to the customer is determined necessary, Seller shall directly
reimburse the customer.

                  (b) If the claim is submitted to Buyer, Buyer shall refer
claimant to Seller.

         Such settlement shall continue for a period of ninety (90) days
following the Closing Date. All claims submitted after such ninety (90) day
period shall be returned by Seller to the originator of the claim.

         13.10 DATA PROCESSING CONVERSION. The Parties agree to (i) insure the
orderly transfer of all data tapes and processing information, and will
facilitate an electronic and systematic conversion of all applicable data
regarding Account Loans, ATM Cards and Deposits whereby each Party will bear the
cost associated with the transfer of its tapes and information and the
conversion of its data except as otherwise agreed upon; (ii) at the
Field-to-Field meeting, exchange all data information necessary to complete such
conversion process; (iii) within ten (10) days after the Field-to-Field meeting,
Seller shall provide all systems information necessary to complete such
conversion processing and provide two (2) sets of the initial data processing
pre-conversion file layout and product definitions; (iv) provide the final data
processing pre-conversion file packages on a timely basis allowing for
pre-conversion; (v) provide any and all additional data processing information
added to the system subsequent to the preparation of the final reconversion
tapes on a day-to-day basis; and (vi) use commercially reasonable efforts to
provide by 12:00 p.m., on the day immediately following the Closing Date, two
(2) sets of final data processing conversion file packages.

         Immediately prior to or at the date of conversion of the data
processing information at the Branch, Seller shall (i) deconvert accounts and
block any further activity with respect thereto, (ii) cycle all accounts, and
(iii) prepare and send out account statements (and provide microfiche, if
available, to Buyer) dated as of the conversion date to all account holders.

                                       27
<PAGE>

         13.11 INTEREST REPORTING. Seller shall report for the current calendar
year up through and including the Closing Date all interest credited to,
interest premiums paid, interest withheld and early withdrawal penalties charged
to the Deposits which are to be assumed by Buyer as contemplated by this
Agreement. Buyer shall report from but not including the Closing Date through
the end of the calendar year all interest credited to, interest withheld from,
and early withdrawal penalties charged to the Deposits assumed by Buyer. Said
reports shall be made to the holders of these accounts and to the applicable
federal and state regulatory agencies.

         13.12 WITHHOLDING. Seller shall deliver to the Buyer on or before the
Closing Date data indicating all "B" notices (TINs do not match) and "C" notices
(under reporting/IRS imposed withholding) issued by the Internal Revenue Service
("IRS") relating to the Deposits transferred to Buyer. Furthermore, any and all
listings of similar notices regarding such Deposits received by Seller from the
IRS will be immediately delivered to Buyer. All notices received by Seller from
the IRS releasing withholding restrictions on Deposits transferred to Buyer will
be immediately delivered to Buyer. Any amounts required by any governmental
agency to be withheld from any of such Deposits (the "Withholding Obligations")
or any penalties imposed by any governmental agency will be handled as follows:

                  (a) Any Withholding Obligations required to be remitted to the
appropriate governmental agency on or prior to the Closing Date will be withheld
and remitted by Seller and any other sums withheld by Seller pursuant to
Withholding Obligations on or prior to the Closing Date shall also be remitted
by Seller to the appropriate governmental agency on or prior to the time they
are due.

                  (b) Any Withholding Obligations required to be remitted to the
appropriate governmental agency after the Closing Date with respect to
Withholding Obligations after the Closing Date and not withheld by Seller as set
forth in Section 13.12(a) above will be withheld and remitted by the Buyer.
Within two (2) days of receipt of such notice, Seller shall notify Buyer and
Buyer shall comply with notification requirements.

                  (c) Any penalties described on "B" notices from the IRS or any
similar penalties which relate to Deposit accounts opened by Seller prior to the
Closing Date will be paid by Seller promptly upon receipt of the notice
providing such penalty assessment resulted from Seller's acts, policies or
omissions. Similarly, any efforts to reduce such penalties shall be the
responsibility of Seller.

                  (d) Any penalties assessed due to information missing from
information filings regarding Deposits transferred to Buyer, including, without
limitation, 1099 forms, shall be paid by Seller shall pay such penalties
promptly upon receipt of the notice providing such penalty assessment resulting
from Seller's acts, policies or omissions, but shall be entitled to negotiate
such penalties with the IRS in good faith.

         13.13 TAXPAYER INFORMATION. Seller shall deliver to Buyer within three
(3) Business Days after the Closing Date (i) TINs (or record of appropriate
exemption) for all holders of Deposit accounts transferred to Buyer as
contemplated hereby; and (ii) all other information in Seller's possession or
reasonably available to Seller required by applicable law to be provided to the
IRS and/or account holders with respect to the Assets and Deposits transferred,
except for such information which Seller is obligated to make reports pursuant
to Sections 13.11 and 13.12 of this Agreement (collectively, the "Taxpayer
Information"). Seller hereby certifies that such information, when delivered,
shall accurately reflect the information provided by Seller's customers. Seller
shall, according to the terms of Section 14.2 of this Agreement, indemnify, hold
harmless and defend Buyer, Buyer's subsidiaries and Buyer's Affiliates from and

                                       28
<PAGE>

against any and all damages, losses, liabilities, costs, claims, obligations, or
expenses, including legal fees and expenses and fines and penalties arising from
or incurred or imposed in connection with any inaccuracy, act, or omission by
Seller in connection with the collection, recording, filing with appropriate
governmental agencies, or delivery to Buyer of the Taxpayer information.

         13.14 SELLER'S COOPERATION. From and after the Closing, Seller shall
cooperate with Buyer and shall provide assistance in responding to inquiries and
requests of customers of the Branch relating to Deposits transferred to Buyer at
the Closing to the extent such inquiries and requests relate to facts and
circumstances that occurred prior to the Closing.

                                   ARTICLE 14

                               GENERAL PROVISIONS

         14.1 SURVIVAL. The representations and warranties made by the Parties
to this Agreement, and their respective obligations to be performed under the
terms hereof at, prior to, or after the Closing, shall not expire with, or be
terminated or extinguished by, the Closing, notwithstanding any investigation of
the facts constituting the basis of the representations and warranties of either
Party by the other Party hereto; provided, however, that all representations and
warranties shall terminate and be of no further effect on the first anniversary
of the Closing Date; provided, further, that the indemnification provisions of
this Agreement shall, on and after such date, be limited to claims of third
parties other than the Parties and their Affiliates and to claims for damages,
loss, liabilities, costs, claims or expenses not arising from a
misrepresentation or breach of warranty.

         14.2 INDEMNIFICATION.

                  (a) Seller shall indemnify, hold harmless and defend Buyer
(and its Affiliates, successors, directors, officers and employees) from and
against any and all damage, loss, liability, costs, claim or expense (including
reasonable legal fees and expenses) incurred or suffered by Buyer (or its
Affiliates, successors, directors, officers and employees) in connection with:

                           (1) any material misrepresentation or material breach
of warranty, covenant or agreement made or to be performed by Seller pursuant to
this Agreement;

                           (2) any action taken or omitted to be taken by
Seller, or any transaction or any event occurring on or prior to the Closing
Date, relating to the Assets or the Deposits to be transferred to Buyer as
contemplated hereby, other than as permitted by this Agreement and any suits or
proceedings commenced in connection therewith;

                           (3) any claims of, or liabilities to, Employees, in
each case, arising prior to or on the Closing Date and any suits or proceedings
commenced in connection therewith; and

                           (4) all debts, obligations and liabilities excluded
pursuant to Section 2.3(e) above.

                                       29
<PAGE>

                  (b) Buyer shall indemnify, hold harmless and defend Seller
(and its Affiliates, successors, directors, officers and employees) from and
against any and all damage, loss, liability, cost, claim or expense (including
reasonable legal fees and expenses) incurred or suffered by Seller (or its
Affiliates, successors, directors, officers and employees) in connection with:

                           (1) any material misrepresentation or material breach
of warranty, covenant or agreement made or to be performed by Buyer pursuant to
this Agreement, and

                           (2) any action taken or omitted to be taken by Buyer,
or any transactions or any event occurring after the Closing Date, relating to
the Assets or the Deposits, to the extent that such Assets or Deposits are
assumed by or transferred to Buyer, and any suits or proceedings commenced in
connection therewith.

                  (c) A Party seeking indemnification pursuant to this Section
14.2 (an "Indemnified Party") shall give prompt notice to the Party from whom
such indemnification is sought (the "Indemnifying Party") of the assertion of
any claim, or the commencement of any action or proceeding, in respect of which
indemnity may be sought hereunder. The Indemnified Party shall assist the
Indemnifying Party in the defense of any such action or proceeding. The
Indemnifying Party shall have the right to, and shall at the request of the
Indemnified Party, assume the defense of any such action or proceeding at its
own expense. 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:

                           (1) the Indemnifying Party and the Indemnified Party
shall have mutually agreed to the retention of such counsel and the payment of
such counsel's fees and expenses, or

                           (2) 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 both Parties by the same counsel would be inappropriate
due to actual or potential conflicting interests between them.

                  (d) An Indemnifying Party shall not be liable under this
Section 14.2 for any settlement effected without its consent of any claim,
litigation or proceeding in respect of which indemnity may be sought hereunder.
The Indemnifying Party may settle any claim without the consent of the
Indemnified Party, but only if the sole relief awarded is monetary damages that
are paid in full by the Indemnifying Party. An Indemnified Party shall, subject
to its reasonable business needs, use reasonable efforts to minimize the
indemnification sought from the Indemnifying Party hereunder. Notwithstanding
the foregoing, no investigation by an Indemnified Party at or prior to the
Closing shall relieve an Indemnifying Party of any liability hereunder, unless
the Indemnified Party seeks indemnity in respect of a representation or warranty
which it actually had reason to believe to be incorrect as a result of its
investigation prior to the Closing and the Indemnified Party intentionally
failed to bring such belief to the attention of the Indemnifying Party prior to
the Closing.

                  (e) Nothing in this Section 14.2 shall limit Buyer's or
Seller's rights or remedies for misrepresentations, breaches of this Agreement
or any other action or inaction by the other party hereto.

                                       30
<PAGE>

         14.3 BROKER'S FEES. Seller and Buyer have each entered into respective
agreements with BankSite whereby certain fees will be due to BankSite. Such fees
will be borne separately by Seller and Buyer in accordance with their respective
agreements with BankSite. With the exception of such engagements by Seller and
Buyer with BankSite, each of the Parties represents and warrants to the other
that it has dealt with no broker or finder in connection with any of the
transactions contemplated by this Agreement, and that no action has been taken
that would give rise to any valid claim for brokerage commission, finder's fee
or other like commission. Buyer and Seller each undertake to indemnify and hold
each other harmless against any loss, liability, damage, cost, claim or expense
incurred by reason of any brokerage commission, or finder's fee alleged to be
payable because of any act, omission or statement of the indemnifying Party.

         14.4 PUBLICITY AND NOTICES. Prior to the announcement of this Agreement
to the Employees, both Parties will limit the distribution of information
relative to the transaction to those persons who must be aware of this Agreement
for the performance of their duties. No Party will issue any press release nor
make any public announcements about the transaction contemplated herein, prior
to Employee notification. Nor shall any Party issue any press release or make
any public announcements about the transactions contemplated herein, without
consulting with and obtaining approval of the other Party, which approval shall
not be unreasonably withheld. Each Party agrees to forward copies of any and all
public statements, whether written or oral, to the other Party for review. The
reviewing Party shall have one (1) Business Day to object to the statement or
any part thereof. Failure to respond within such twenty-four (24) hour period
will be deemed to be approval and acceptance of such statement.

         14.5 INCORPORATION OF EXHIBITS. All exhibits and schedules attached
hereto and referred to herein are incorporated in this Agreement as though fully
set forth herein.

         14.6 ATTORNEYS' FEES. Each Party shall bear the cost of its own
attorneys' fees incurred in connection with the preparation of this Agreement
and consummation of the transactions described herein. Notwithstanding the
foregoing, in any action between the Parties seeking enforcement of any of the
terms and provisions of this Agreement, the prevailing Party in such action
shall be awarded, in addition to damage, injunctive or other relief, its
reasonable costs and expenses, not limited to taxable costs, and reasonable
attorneys' fees and expenses.

         14.7 SALES AND TRANSFER TAXES. All excise, sales, use, transfer, and
recording taxes and any other taxes or assessments which are payable or arise as
a result of this Agreement or the consummation of the transfer of the Assets and
Deposits to Buyer as contemplated hereby (except income taxes determined by
reference to the income of one of the Parties) shall be paid by Buyer to Seller
upon Buyer's receipt of satisfactory evidence that Seller has paid such taxes or
is legally obligated to pay such taxes. Seller shall report such tax on Seller's
sales tax return.

         14.8 NOTICES. All notices, requests, demands and other communication
given or required to be given under this Agreement shall be in writing, duly
addressed to the Parties as follows:

To Seller:                    Fidelity Federal Bank, FSB
                              4565 Colorado Boulevard
                              Los Angeles, CA  90039
                              Attn:    Senior Vice President,
                                       Retail Operations

                                       31
<PAGE>

With a Copy to:               Fidelity Federal Bank, FSB
                              4565 Colorado Boulevard
                              Los Angeles, CA  90039
                              Attn:    General Counsel

To Buyer:                     People's Bank of California
                              5900 Wilshire Boulevard, Suite 1600
                              Los Angeles, CA 90036
                              Attn:    William W. Flader
                                       Executive Vice President, Retail Banking

With a copy to:               People's Bank of California
                              5900 Wilshire Boulevard, Suite 1600
                              Los Angeles, CA  90036
                              Attn:    Doreen J. Blauschild
                                       Senior Vice President and General Counsel

         Any such notice sent by registered or certified mail, return receipt
requested, shall be deemed to have been duly given and received seventy-two (72)
hours after the same is addressed and mailed with postage prepaid. Notice sent
by any other manner shall be effective only upon actual receipt thereof.

         14.9 ARM'S LENGTH TRANSACTION. This Agreement has been negotiated at
arm's length and between persons sophisticated and knowledgeable in the matters
dealt with this Agreement. In addition, each Party has been represented by
experienced and knowledgeable legal counsel. Accordingly, any rule of law
(including California Civil Code Section 1654) or legal decision that would
require interpretation of any ambiguities in this Agreement against the Party
that has drafted it is not applicable and is waived. The provisions of this
Agreement shall be interpreted in a reasonable manner to effect the purposes of
the Parties and this Agreement.

         14.10 SUCCESSORS AND ASSIGNS. All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and their respective transferees, successors and assigns, but this Agreement may
not be assigned by any Party without the prior written consent of the other and
any attempted assignment by a Party without the other Party's consent shall be
null and void.

         14.11 THIRD PARTY BENEFICIARIES. Each Party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any person other than the Parties hereto.

         14.12 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of California.

         14.13 ENTIRE AGREEMENT. This Agreement, including all schedules and
exhibits, contains all of the agreements of the Parties to it with respect to
the matters contained herein and no prior or contemporaneous agreement or
understanding, oral or written, pertaining to any such matters shall be
effective for any purpose. No provision of this Agreement may be amended or
added to except by an agreement in writing signed by the Parties hereto or their
respective successors in interest and expressly stating that it is an amendment
of this Agreement.

                                       32
<PAGE>

         14.14 HEADINGS. The headings of this Agreement are for purposes of
reference only and shall not limit or define the meaning of the provisions of
this Agreement.

         14.15 SEVERABILITY. If any paragraph, section, sentence, clause or
phrase contained in this Agreement shall become illegal, null or void or against
public policy, for any reason, or shall be held by any court of competent
jurisdiction to be illegal, null or void or against public policy, the remaining
paragraphs, sections, sentences, clauses or phrases contained in this Agreement
shall not be affected thereby.

         14.16 WAIVER. The waiver of any breach of any provision under this
Agreement by any Party hereto shall not be deemed to be a waiver of any
preceding or subsequent breach under this Agreement. Any waiver of any provision
of this Agreement shall be in writing executed by the party granting such
waiver.

         14.17 NUMBER(S). Whenever the context of this Agreement so requires,
the singular includes the plural, the plural includes the singular, the whole
includes any part thereof.

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

         IN WITNESS WHEREOF, the Parties hereto have duly authorized and
executed this Agreement as of the date first above written.

FIDELITY FEDERAL BANK,                        PEOPLE' S BANK OF CALIFORNIA,
A Federal Savings Bank                        A Federal Savings Bank


By: /s/ James E. Stutz                        By:
   -------------------------------------          ------------------------------
   James E. Stutz                                      [Name]
   President and Chief Operating Officer               [Title]


                                              By:
                                                  ------------------------------
                                                       [Name]
                                                       [Title]

                                       33
<PAGE>

                                    EXHIBIT A

               GENERAL BILL OF SALE AND ASSIGNMENT AND ASSUMPTION


         FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Fidelity Federal Bank, a Federal Savings Bank (the "Seller"), pursuant to the
Agreement to Purchase Assets and Assume Liabilities dated (the "Agreement"), by
and between Seller and People's Bank of California, a Federal Savings Bank (the
"Buyer"), hereby sells, transfers, grants, delivers, and assigns to Buyer all of
the right, title and interest of Seller in and to the Account Loans, Records,
Safe Deposit Boxes, Cash on Hand, Fixed Assets listed on Schedule 1 attached
hereto and service and maintenance contracts listed on Schedule 2 attached
hereto ("Contracts"). Capitalized terms not defined herein shall have the
meanings assigned to them in the Agreement.

         Seller represents and warrants to Buyer that it has good and marketable
title to each and all of the items and things sold, transferred and conveyed,
that it has the full right to transfer such good and marketable title to Buyer,
that each of such items and things now is, and upon delivery to Buyer will be,
free and clear of all security interests, and all other liens, Encumbrances and
adverse claims, and that Buyer will have peaceful possession and quiet enjoyment
thereof from and after the date hereof.

         In furtherance of the foregoing, Seller hereby appoints Buyer, its
successors and assigns, the true and lawful attorney-in-fact of Seller with full
power of substitution, in the name of Seller but for the benefit and at the
expense of Buyer (1) to collect for the account of Buyer all items hereby sold,
transferred and assigned to Buyer and (2) to institute and prosecute all actions
or proceedings which Buyer may deem proper in order to collect, assert or
enforce any claim, right or title of any kind in or to the property hereby sold,
transferred and assigned, to defend or compromise any and all claims, acts,
writs or proceedings in respect to any of such property and to do all such other
acts and things in relation thereto as Buyer shall deem advisable. This power of
attorney is coupled with an interest.

         Buyer assumes and agrees to pay the obligations and liabilities of the
Seller under the Contracts accruing on and after the Closing Date.

         Seller shall indemnify, hold harmless and, at the option of Buyer,
defend Buyer from and against any and all claims, liabilities, damages, costs
and expenses (including, but not limited to, reasonable attorneys' fees, court
costs and litigation expenses) relating to any of the assets herein transferred
arising before or on the date hereof, or arising out of a violation of the
warranty of title hereinabove set forth.

         Buyer shall indemnify, hold harmless and, at the option of Buyer,
defend Seller from and against any and all claims, liabilities, damages, costs
and expenses (including, but not limited to, reasonable attorneys' fees, court
costs and litigation expenses) relating to any of the assets herein transferred
arising after the date hereof, except any such claim, liability, cost or expense
caused by the gross negligence or willful act of Seller.

         In the event of any conflict between the terms hereof and the terms of
the Agreement, the terms of the Agreement shall prevail.

                                       34
<PAGE>

         This Bill of Sale may be executed in one or more counterparts, all of
which taken together shall constitute one instrument.

         IN WITNESS WHEREOF, Buyer and Seller have executed this Bill of Sale as
of ________________.

FIDELITY FEDERAL BANK,                          PEOPLE'S BANK OF CALIFORNIA,
A Federal Savings Bank                          A Federal Savings Bank


By: _______________________________             By: ____________________________

Its: _______________________________            Its: ___________________________


                                                By: ____________________________

                                                Its: ___________________________

                                       35
<PAGE>

                                    EXHIBIT B

                        ASSUMPTION OF DEPOSIT LIABILITIES

For value received, People's Bank of California, a Federal Savings Bank (the
"Buyer") executes and delivers this Assumption of Deposit Liabilities (the
"Assumption") to Fidelity Federal Bank, a Federal Savings Bank (the "Seller"),
in accordance with that certain Agreement to Purchase Assets and Assume
Liabilities dated ____________ by and between Seller and Buyer (the
"Agreement"). Capitalized terms as used in this Assumption have the meanings
assigned to them in the Agreement.

By its execution of this Assumption, Buyer assumes and agrees to pay the Deposit
liabilities of the Seller to the holders of Deposits domiciled at the Seller's
Branch for the amounts of such accounts or deposits, including interest accrued
thereon, as of the Closing Date, in accordance with the Agreement and the terms
of such Deposits in effect as of the Closing Date. Buyer may administer such
Deposit accounts acquired from Seller pursuant to Buyer's own internal policies
and procedures, and Buyer shall have no liability or obligation to maintain in
effect the policies and procedures of Seller governing administration of the
Deposit accounts before the Closing Date; provided, however, that Buyer and not
Seller shall be responsible for properly implementing with affected customers
any such changes in policies and procedures governing administration of the
Deposit accounts, and Buyer and not Seller shall be liable for any damages,
claims or losses, including costs and attorneys' fees, resulting from any claims
that such changes were improperly implemented.

Notwithstanding anything to the contrary contained in this Assumption or in the
Agreement, Buyer does not assume and shall have no liability for any debts,
liabilities, or obligations of Seller of any kind whatsoever except as
specifically set forth in this Assumption or the Agreement.

This Assumption will not create in any third party (including account-holders)
any rights or remedies against Buyer which such party did not have against
Seller prior to the execution and delivery of this Assumption with respect to
the liabilities and obligations specifically assumed hereby.

By its execution of this Assumption, Buyer acknowledges that it has reviewed the
Deposit liabilities described above, and agrees to assume those liabilities upon
the terms contained in this Assumption and in the Agreement.

In the event of any conflict between the terms hereof and the terms of the
Agreement, the terms of the Agreement shall prevail.

This Assumption of Deposit Liabilities is executed to be effective as of 11:59
p.m. on ________________.

PEOPLE'S BANK OF CALIFORNIA,
A Federal Savings Bank


By: _______________________________

Its: _______________________________


By: _______________________________

Its: _______________________________

                                       36
<PAGE>

                                    EXHIBIT C

                               RETIREMENT ACCOUNTS
                               TRANSFER AGREEMENT

                                  Example Only

         This Agreement (the "Transfer Agreement") is made between FIDELITY
FEDERAL BANK, A FEDERAL SAVINGS BANK, a federally chartered savings bank
("Seller") and PEOPLE'S BANK OF CALIFORNIA, a federally chartered savings bank
("Buyer"). Capitalized terms not defined herein shall have the meanings assigned
to them in that certain Agreement to Purchase Assets and Assume Liabilities made
and entered into as of ___________ by and between Seller and Buyer (the
"Agreement"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement.

                                    RECITALS
                                    --------

         A. Seller has served as trustee with respect to certain Retirement
Accounts, sponsored by the Western League of Savings Institutions or its
predecessor (the "League"), (collectively, the "Plans"), the funds of which are
domiciled at the Branch as defined in the Agreement.

         B. Pursuant to the Agreement, Buyer is acquiring from Seller certain
Deposits, including Deposits holding funds of the Plans.

         C. In connection with the acquisition of such Deposits, Buyer will
succeed to the trusteeship of the Plans and become successor trustee in the
place of Seller.

         D. The Parties deem it necessary and advisable to execute this Transfer
Agreement in order to describe the terms of transfer of the Plans and the duties
and responsibilities of the Parties with regard thereto.

         E. Execution of this Transfer Agreement is a condition to and an
element of the consideration for the execution by the Parties of the Agreement.

                            (continued on next page)

                                       37
<PAGE>

         Now, therefore, in consideration of premises stated, above, the mutual
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which the Parties hereby acknowledge, the Parties
hereby agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

1.1 With respect to the sale of certain Assets and the assumption of certain
liabilities relating to the Branch, resigning trustee shall mean Seller and
successor trustee shall mean Buyer.

                                    ARTICLE 2

2.1 As of the Closing Date, or such other date and time as the Parties may fix
(the "Transfer Date"), the resigning trustee shall assign, transfer and deliver
to the successor trustee as set forth in the Agreement, funds and Deposits,
domiciled in resigning trustee's Branch. Furthermore, at least ten (10) days
prior to the Closing Date, the resigning trustee shall request the League to
remove the resigning trustee as trustee of such Plans and appoint the successor
trustee effective as of the Closing Date.

2.2 Prior to the Transfer Date, the successor trustee shall notify participants
of each Plan acquired by successor trustee of the removal of the resigning
trustee as trustee and appointment of the successor trustee.

2.3 After the Transfer Date, the successor trustee shall not accept any new
plans naming the resigning trustee as trustee, nor shall the successor trustee
use any advertising, materials, plan documents, or any other printed matter
referring to the resigning trustee as trustee of any Retirement Accounts
sponsored by the League.

2.4 The resigning trustee shall prepare and file all required year-end reports
for all activity under the Plans transferred to successor trustee, including,
but not limited to, IRS form 1099R and IRS form 5498 for the portion of the
calendar year 1999 to and including the Transfer Date. The successor trustee
shall prepare and file such reports, where applicable, for the balance of the
calendar year 1999 and thereafter, so long as the successor trustee remains as
the trustee. It is further agreed that the resigning trustee and successor
trustee will each report their portion of withholding for such Plans to the
appropriate state and federal agencies.

2.5 In the event that the resigning trustee receives, after the Transfer Date,
any documents, correspondence or other written materials relating to the Plans
transferred to successor trustee, the resigning trustee will forward such items
to the successor trustee with a written explanation of such items. The resigning
trustee agrees to answer reasonable inquiries from the successor trustee
pertaining to the Plans or to any pending transaction or items received after
the Transfer Date.

2.6 Annual Transaction and Trustee fees for 1999 shall be collected by the
Seller. Buyer shall not collect such fees for 1999. The successor trustee may
assess any fees per Plan for 2000 and thereafter pursuant to its own policies
and procedures.

2.7 On or before the Transfer Date, the resigning trustee shall deliver to the
successor trustee all original or legible certified copies of (i) all documents
executed by the depositors of the Plans to be transferred to successor trustee,
including, but not limited to, all adoption agreements, membership agreements,
plan amendments, and beneficiary forms, and (ii) all other records and
information necessary to allow the successor trustee to administer and conduct
business with respect to such Plans.

                                       38
<PAGE>

2.8 On or before the Transfer Date, the resigning trustee agrees to provide the
successor trustee with a complete and up-to-date listing of:

         (a) any and all participants of the Plans transferred to successor
trustee that have reached age 70-1/2 by 1999, and prior year balances required
for calculations of mandatory distributions;

         (b) any or all Plans at resigning trustee's Branch receiving periodic
distributions, the method of calculation for arriving at such amounts
distributed, and copies of the approved distribution forms:

         (c) any and all Plans on the resigning trustee's system on deposit at
the Branch;

         (d) any and all Plans at the resigning trustee's Branch currently not
exempted from either federal tax withholding or state tax withholding, or both,
and current filing status for each participant where withholding may apply; and

         (e) any and all Plans at resigning trustee's Branch where the Plan
participant has died and the date of death (if known) and a legible copy of the
death certificate when available.

2.9 The successor trustee agrees to indemnify and hold harmless the resigning
trustee, its Affiliates and successors from (i) any and all losses, costs
(including reasonable attorneys' fees), expenses, damages, liabilities or
penalties of every kind whatsoever that the resigning trustee, its Affiliates,
successors, directors, officers, employees, or agents may incur as a result of
the successor trustee's failure to perform its obligations under this Transfer
Agreement; and (ii) any penalties, taxes or other liabilities which might arise
in the event any act or omission by the successor trustee after the Transfer
Date results in disqualification of any Plan acquired from the resigning
trustee.

2.10 The resigning trustee agrees to indemnify and hold harmless the successor
trustee, its Affiliates and successors from any and all losses, costs (including
reasonable attorneys' fees), expenses, damages, liabilities, or penalties that
the successor trustee, its Affiliates, successors, directors, officers,
employees, or agents may incur as a result of any act, omission, or breach of
fiduciary obligation by the resigning trustee prior to the Transfer Date or in
fulfillment of its obligations under this Transfer Agreement.

2.11 After the Transfer Date, the successor trustee shall have no further
liability or obligation to the resigning trustee with respect to the Plans
transferred to the successor trustee, except as otherwise provided herein.

2.12 If any action or proceeding is brought by either Party against the other
pertaining to or arising out of this Transfer Agreement, the final prevailing
Party shall be entitled to recover all costs and expenses, including reasonable
attorneys' fees, incurred on account of such action or proceeding.

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

                                       39
<PAGE>

2.14 Resigning trustee shall retain documentation of Plan activity prior to the
Transfer Date for a period required by law for normal retention, and shall
retain responsibility for answering reasonable, written inquiries from the
successor trustee pertaining to Plan activity prior to the Transfer Date,
including (but not limited to) information relating to account histories and
Plan distributions, transfers and contributions.

2.15 Prior to the Transfer Date, resigning trustee shall ensure that all
accounts at the Branch, if any, under Plans that also have accounts not held at
the Branch, are transferred.

         Executed this _____ day of ___________________, 19 __

FIDELITY FEDERAL BANK,                              PEOPLE'S BANK OF CALIFORNIA,
A Federal Savings Bank                              A Federal Savings Bank


By: _______________________________                 By: ________________________

Its: _______________________________                Its: _______________________


                                                    By: ________________________

                                                    Its: _______________________

                                       40
<PAGE>

                                 EXHIBIT 8.14(a)
                                 ---------------

                          LANDLORD ESTOPPEL CERTIFICATE
                          -----------------------------


         The undersigned is the landlord ("Landlord") under that certain lease
dated June 30, 1978, by and between Aglor Investors, Ltd., a California limited
partnership and Fidelity Federal Savings and Loan Association, now known as
Fidelity Federal Bank ("Fidelity"), as amended, pertaining to that certain real
property located at 6350 Laurel Canyon Boulevard, Suite #100, North Hollywood,
California (the "Lease"). At the date of this Certificate, Landlord hereby
certifies that Fidelity is the tenant under the Lease ("Tenant") and that:

         1. Attached hereto is a true and correct copy of the Lease, which Lease
is now in full force and effect and has not been amended, modified,
supplemented, extended, renewed or assigned nor are there any understandings or
agreements between the Landlord and the Tenant relating to the demised premises,
except as set forth in Paragraph 4 below.

         2. The term of the Lease commenced on

         3. Subject to any renewal options set forth in the Lease, the term of
the Lease is for ___________ years. The Lease term shall expire on
_________________.

         4. The Lease has (initial one)

                  (_____) not been amended, modified, supplemented, extended,
renewed or assigned.

                  (_____) been amended, modified, supplemented, extended,
renewed or assigned by the following described agreements, copies of which are
attached hereto:

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

         5. Tenant has accepted and is now in possession of said premises.

         6. The amount of fixed monthly rent is $____________.

         7. The amount of security deposit is $____________. No other security
deposits have been made.

         8. Tenant is paying the full Lease rental, which has been paid in full
as of the date hereof. No rent under the Lease has been paid for more than 30
days in advance of its due date.

         9. Landlord has served no notice of default upon Tenant under the Lease
which default has not been cured and, to the best of Landlord's knowledge,
Tenant is not in default under the Lease.

         10. Landlord has no knowledge of any conditions or evidence which
either with or without the giving of notice or the lapse of time, or both, would
be a default under the Lease by Landlord or by the Tenant.

                                       41
<PAGE>

         11. Landlord has no knowledge of any failure by the Tenant to perform
any of its obligations under the Lease. All provisions of the Lease and the
amendments thereto (if any) referred to above are hereby ratified.

DATED: _______________________
                                           "Landlord"

                                           By:
                                                ----------------------------

                                           Name
                                                ----------------------------

                                           Title:
                                                ----------------------------

                                       42
<PAGE>


                                 EXHIBIT 8.14(b)

             ASSIGNMENT AND ASSUMPTION OF LEASE AND LANDLORD CONSENT
             -------------------------------------------------------

         This Assignment and Assumption of Lease and Landlord Consent
("Assignment") is entered into effective as of the close of business on
___________, 1999 by and between People's Bank of California, a federal savings
bank ("Assignee") and Fidelity Federal Bank ("Assignor").

                                    RECITALS
                                    --------

         A. Assignor is the current tenant under that certain Lease dated June
30, 1978 by and between Aglor Investors, Ltd., a California limited partnership
("Landlord") and Fidelity Federal Savings and Loan Association, now known as
Fidelity Federal Bank, as amended (the "Lease"). The Lease governs certain
premises in the County of Los Angeles, State of California, commonly known as
6350 Laurel Canyon Boulevard, Suite #100, North Hollywood, California (the
"Premises").

         B. Assignor desires to assign the tenant's interest in the Lease to
Assignee and Assignee desires to accept such assignment of the Lease and to
assume the obligations of the tenant thereunder.

                                    AGREEMENT
                                    ---------

         NOW, THEREFORE, the parties agree as follows:

         1. Conditioned upon Landlord's execution of the Consent set forth
below, Assignor hereby assigns all of Assignor's right, title and interest under
the Lease to Assignee, and Assignee hereby accepts such assignment and agrees to
assume each and every obligation of the tenant under the Lease arising or to be
performed after the date of this Assignment.

         2. Assignor shall indemnify and hold Assignee harmless from and against
any and all loss, cost or liability, including without limitation, attorneys'
fees, for obligations to be performed by the tenant under the Lease on or before
the date of this Assignment.

         3. Assignee shall indemnify and hold Assignor harmless from and against
any and all loss, cost or liability, including without limitation, attorneys'
fees, for obligations to be performed by the tenant under the Lease after the
date of this Assignment.

         4. In the event either party shall commence an action to enforce or
interpret any of the provisions of this Assignment, the prevailing party in such
action shall be entitled to reimbursement from the other party of all costs and
expenses, including reasonable attorneys' fees, incurred in connection
therewith.

         5. This Assignment shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.

         IN WITNESS WHEREOF, the parties have executed this Assignment as of the
date first above written.

                                       43
<PAGE>

                             Assignee:

                             PEOPLE'S BANK OF CALIFORNIA, a federal savings bank

                             By:
                                   -----------------------------------
                             Its:
                                   -----------------------------------
                             By:
                                   -----------------------------------
                             Its:
                                   -----------------------------------

                             Assignor:

                             FIDELITY FEDERAL BANK, a federal savings bank

                             By:
                                   -----------------------------------
                             Its:
                                   -----------------------------------

                                       44
<PAGE>

                          LANDLORD'S CONSENT & RELEASE
                          ----------------------------

Landlord hereby consents to the foregoing assignment and assumption of the
Lease, releases Assignor from any and all obligations to be performed by the
tenant under the Lease after the date of such assignment and agrees to look
solely to Assignee for performance of the obligations of the tenant under the
Lease accruing after the date of such assignment. Landlord acknowledges that
People's Bank of California shall have all of the rights as tenant under the
Lease, including without limitation, the right to extend the term of the Lease
as provided therein. This consent and release is given as of the date first
above written.

                             Landlord:

                             Aglor Investors, Ltd., a California limited
                             partnership

                             By:
                                   -----------------------------------
                             Its:
                                   -----------------------------------

                                       45