Exhibit No. 10.6

                              AGREEMENT TO PURCHASE

                          ASSETS AND ASSUME LIABILITIES



                                 BY AND BETWEEN



                  FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK



                                       AND



                        FIRST FEDERAL BANK OF CALIFORNIA

<PAGE>

                          AGREEMENT TO PURCHASE ASSETS
                             AND ASSUME LIABILITIES

         This Agreement to Purchase Assets and Assume Liabilities ("Agreement")
is made and entered into this 7th day of February, 2000 ("Signature Date"), by
and between FIRST FEDERAL BANK OF CALIFORNIA, a federally chartered savings bank
("Buyer"), and FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK, a federally
chartered savings bank ("Fidelity" or Seller").

                                    RECITALS
                                    --------

         A. Buyer desires to acquire certain branches and branch assets and to
assume certain liabilities of the Branches (as defined below) which Seller is
authorized to operate, and Seller desires to transfer such assets and
liabilities of the Branches to Buyer.

         B. Buyer and Seller propose to apply to the appropriate regulatory
authorities for permission to effect the purchase and sale of the Branches and
for such other requisite 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 I

                                   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 and (ii) all checking account lines of credit or overdraft checking
loan balances related to the Deposits, which are listed on the books and records
of the Branches.

         "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.

         "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.

<PAGE>

         "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, Real Estate, Fixed Assets, Safe
Deposit Boxes, Security Deposits, Cash on Hand and Records at the Branches.

         "ASSIGNMENT AND ASSUMPTION AGREEMENT" shall have the meaning set forth
in Section 2.1(a).

         "ATMs" means the automated teller machines located on the premises of
the Branches and includes the security systems associated therewith.

         "BRANCHES" means the branch offices of Seller identified on Schedule
1.1 hereto.

         "BRANCH LEASES" means the leases as listed on Schedule 1.1 and more
particularly described therein.

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

         "CASH ON HAND" means all cash in the vault and in the teller drawers at
the Branches.

         "CLOSING" AND "CLOSING DATE" shall have the meanings 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 Branches including, without limitation, the
aggregate balances of all savings accounts with positive balances domiciled at
the Branches, 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) accounts subject
to escheatment, (ii) accounts of directors or senior officers of Seller or (iii)
brokered deposits as defined in 12 U.S.C. Section 1831f.

         "DEPOSIT PREMIUM AMOUNT" means ________________________.

         "EMPLOYEES" means all full- and part-time employees at the Branches 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.

         "ENVIRONMENTAL LAWS" means any federal, state, county or local law or
regulation relating to the environment or any Hazardous Substance.

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

         "FAIR MARKET VALUE" shall mean the aggregate fair market value of the
Real Estate as determined in accordance with Section 3.1.

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

         "FIXED ASSETS" includes all furniture, fixtures, equipment, Leasehold
Improvements and all other tangible personal property owned or leased by Seller
(except for such property leased by Seller pursuant to bank-wide contracts or
leases), including without limitation ATMs, located at the Branches, excluding,
however: (i) the Cisco routers and Bay Networks hub 150s currently maintained at
the Branches, and (ii) all computers and printers located at the Branches.

         "INITIAL APPRAISER" shall have the meaning set forth in Section 3.1.

         "HAZARDOUS SUBSTANCES" means chemicals, pollutants, contaminants,
wastes and substances, in each case, that have been defined as toxic or
hazardous by any environmental agency having jurisdiction over the Branches,
including petroleum, petroleum products, asbestos and polychlorinated biphenyls.

         "LANDLORDS" means the landlords with respect to the Branches.

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

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

         "NEGATIVE BALANCE DEPOSIT" means any Deposit which, as of 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 or any successor thereto.

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

         "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, and
real property taxes and assessments.

         "REAL ESTATE" means the Seller's interest as tenant relating to the
Branches.

          "RECORDS" means: (i) all open records and original documents,
excluding Seller's counterparts of this Agreement and the documents related
thereto, located at the Branches 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,

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regulations, rules and business practices with respect to the Account Loans and
Deposits acquired from Seller pursuant to this Agreement; (ii) all available
account history of all accounts related to Deposits for a period including at
least the current year; (iii) signature cards, legal files, Safe Deposit Box
files, pending files, Account Loan agreements, Retirement Account agreements and
computer records and (iv) all documents relating to the Real Estate in the
possession of Seller; provided that Records in electronic form are limited to
the current year. Records shall not include personnel records for Employees at
the Branches or confidential and privileged documents maintained in the Seller's
legal department not otherwise required under this Agreement.

         "RETIREMENT ACCOUNTS" means individual retirement accounts at the
Branches, including SEP individual retirement accounts or qualified plans.

         "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 Branches, along with the "nests" associated with those boxes and all keys
and combinations thereto.

         "SECURITY DEPOSITS" means all security deposits related to the Branches
and held by the Landlords as of the Closing Date.

         "SELLER'S KNOWLEDGE" or any phrase of similar import with respect to
the Real Estate shall be as defined in the Assignment and Assumption Agreement
and with respect to all other matters shall be limited to the actual knowledge
of the executive officers of Seller, after reasonable inquiry of the officers of
Seller having responsibility for the subject matter in question.

         "SIGNATURE DATE" means the date set forth as such in the first
paragraph of this Agreement.

         "THIRD APPRAISER" shall have the meaning set forth in Section 3.1.

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

                                   ARTICLE II

                        TERMS OF PURCHASE AND ASSUMPTION
                        --------------------------------

         2.1 PURCHASE AND SALE OF ASSETS.

                  (a) ASSETS. 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. In furtherance of, and not in limitation of, the
foregoing, concurrently with execution of this Agreement, Buyer and Seller shall
enter into an assignment and assumption agreement with respect to the Real
Estate in substantially the form attached hereto as Exhibit A ("Assignment and
Assumption Agreement"), and such Assignment and Assumption Agreement shall
provide for deposit of funds upon the execution thereof and for the sale or
transfer of the Real Estate, as appropriate, at the Closing. In the event of any
conflict between this Agreement and the applicable Assignment and Assumption

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Agreement as to any matter relating to the Real Estate or the sale or transfer
thereof, the terms of the Assignment and Assumption Agreement shall be
controlling.

                  (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.

                  (c) INVESTMENT PRODUCTS. Seller is not assigning, conveying,
transferring or delivering, nor shall Buyer acquire any rights or interest in or
to the right to service and administer nondeposit investment products currently
administered by Gateway Investment Services, Inc.

         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 as set forth in Section 2.3, and shall pay to Seller at the Closing an
amount which is the sum of the following:

                  (a) The Net Book Value of the Fixed Assets as of the Closing
Date; plus

                  (b) The Net Book Value of the Safe Deposit Boxes as of the
month end immediately prior to the Closing Date; plus

                  (c) The Net Book Value plus Accrued Interest on the Account
Loans as of the Closing Date; plus

                  (d) A sum equal to the Cash on Hand as of the Closing Date;
plus

                  (e) The Fair Market Value of the Real Estate, the Security
Deposits and any prorations due from Buyer under the Assignment and Assumption
Agreement.

         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 as of 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.

                  (b) RELATED ASSETS AND OBLIGATIONS. On the Closing Date, Buyer
will assume the obligations of Seller to provide all services incidental to the
Deposits including, but not limited to, providing 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 liabilities and
obligations relating to the Deposits an amount equal to (i) 100% of the
aggregate amount of the Deposits assumed by Buyer pursuant to Section 2.3(a)
above less (ii) the product of the Deposit Premium Amount and the aggregate
amount of Deposits on the Closing Date. All or substantially all of such
reimbursement shall be effected by means of Buyer's crediting to Seller the
Purchase Price under the Mortgage Loan Purchase Agreement. The parties agree

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that the premium reflected in the Deposit Premium Amount is attributable to
favorable interest rates on the Deposits acquired. 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 and
the Assignment and Assumption 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 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
or obligation under Seller's employee benefit plans, including medical
insurance, vacation, pension, profit sharing or stock purchase plans, or any
liability of Seller with respect to personal injury or property damage claims
arising prior to the Closing.

                                  ARTICLE III

                 INSPECTION OF ASSETS AND REAL ESTATE VALUATION

         3.1 VALUATION OF REAL ESTATE. Buyer has appointed Jon Hagan, and Seller
shall within two Business Days after the Signature Date appoint an appraiser,
each of whom is or will be either a California-certified or an MAI-certified
real estate appraiser, to act as initial appraisers in determining the fair
market value of Seller's leasehold interest in each parcel of Real Estate (the
"Initial Appraisers"). Each Initial Appraiser shall conduct an evaluation of
Seller's interest in each parcel of Real Estate and shall render his or her
written evaluation of the fair market value of such interest on or before the
21st calendar day after the Signature Date. In the event the higher of such
written opinions of fair market value, with respect to any parcel of Real Estate
is equal or less than of 115% of the lower, the two evaluations shall be added
together and divided by two and the resulting value shall be deemed to be the
fair market value of Seller's interest in such parcel of Real Estate. In the
event the higher of such written evaluations of fair market value is greater
than 115% of the lower, the Parties shall attempt to agree upon a fair market
value for Seller's interest in each parcel of Real Estate. If the Parties are
unable to agree upon the fair market value for any such interest within two
Business Days, the Initial Appraisers shall, on or before the 30th calendar day
after the Signature Date, jointly select a third independent MAI-certified
appraiser (the "Third Appraiser"), who shall conduct an evaluation of Seller's
interest in such parcel of Real Estate and render his or her determination as to
fair market value on or before the 60th calendar day after the Signature Date

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and whose determination in writing as to fair market value shall be final so
long as it is within the range of values determined by the Initial Appraisers.
In the event the determination of value of such interest by the Third Appraiser
is outside the range of values determined by the Initial Appraisers, the fair
market value determined by the Initial Appraiser whose evaluation is closer to
the value determined by the Third Appraiser shall be the fair market value of
such interest.

         3.2 DUE DILIGENCE REVIEW, INVENTORY AND INSPECTION.

         (a) Buyer shall be entitled to conduct due diligence as to the Real
Estate in accordance with the Assignment and Assumption Agreement.

         (b) Attached hereto as Schedule 3.2(b) is a complete schedule of the
Fixed Assets and Account Loans, 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 and (ii) identifies each
such Account Loan. Buyer and its agents and representatives shall be entitled to
conduct one or more walk through inspections of the Branches within the fifteen
(15) day period after the Signature Date. In the event that any of the Fixed
Assets 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), Buyer may elect to
exclude such property from the transfer under this Agreement, except for any
such property which is permanently affixed to the Real Estate. In the event that
Buyer shall not have objected in writing to the condition of the Branches by the
end of such fifteen-day period, Buyer shall be deemed to have accepted the
Branches. Such objection shall be exercised in good faith and shall be based, if
made, upon a material defect in the condition of the Branches. At the Closing,
Seller shall deliver to Buyer an updated schedule of Fixed Assets (exclusive of
any property excluded from the Fixed Assets pursuant to this Section 3.2) which
schedule Seller represents and warrants will be an accurate schedule of the
Fixed Assets of the Branches as of the Closing Date.

         3.3 OTHER DOCUMENTS.

         Schedule 3.3 consists of true and correct copies of the following
documents relating to the Branches:

                  (1) copies of any and all current leases, service and
maintenance contracts or other contracts or agreements including equipment
warranty agreements relating to the Branches or the Fixed Assets to which Seller
is a party, or by which the Branches or Fixed Assets are bound;

                  (2) copies of all written notices in Seller's possession
regarding the Branches, 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; and

                  (3) a list of all Deposits which are subject to any
Encumbrances.

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                                   ARTICLE IV

                                     CLOSING
                                     -------

         4.1 CLOSING. The closing of the transactions contemplated by this
Agreement ("Closing") shall take place on March 24, 2000, or at such earlier or
later 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.

         4.2 SETTLEMENT. The net amount of cash or other consideration 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 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 balance plus Accrued Interest of the
Account Loans and Cash on Hand, (and any prorations not reflected in the payment
made in the Closing Payment) all as of the Closing Date relating to the
Branches. 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.

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                  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 forty-five (45) 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).

                                   ARTICLE V

                     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, where such violation would
have a material adverse effect upon its ability to enter into and perform its
obligations under this Agreement.

         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 Buyer's knowledge 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.

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         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 in all
material respects as of the date so furnished.

         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 VI

                    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 and necessary Landlord consents. 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
written notice of any action pending or threatened by the FDIC with respect to
termination of such insurance.

         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 where such violation would
have a material adverse effect upon its ability to enter into and perform its
obligations under this Agreement.

         6.4 NO BREACH. Subject to receipt of Landlord consents, 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

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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 Seller's Knowledge 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. With respect to Assets other than Real Estate,
Seller is the lawful owner of and has good and marketable title to the Assets,
free and clear of all Encumbrances.1 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.

         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. Seller has received no notice of any pending or proposed penalties for
TIN noncompliance in connection with the Accounts.

         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 maintained by Seller and
applicable to the Branches are in full force and effect as 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 Branches as of the Closing Date have been paid in full, or will be so paid
prior to, or prorated at, the Closing except to the extent contested by Seller
in good faith through appropriate proceedings.

         6.12 RECORDS. To Seller's Knowledge, 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 Branches.

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

                                       11
<PAGE>

         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 in all material respects as of the date so furnished.

         6.15 CONSENTS. Other than the approval of the OTS, and any Landlord
consents, 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 Seller's Knowledge, the current use and operation of
the Branches 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 Branches. To
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
Branches as a bank office, except as described on Schedule 6.16 attached hereto.
Except for (i) matters of public record; (ii) the Branch Leases, (iii)
agreements referenced in Section 6.13, and (iv) agreements necessary or
desirable to consummate the transactions contemplated hereby, Seller is not a
party to any other material agreement relating to the Branches except as
described on Schedule 6.16 attached hereto.

         6.17 CONDEMNATION. Seller has not received notice of any pending or
threatened proceeding in eminent domain or otherwise, which would affect the
Branches, or any portion thereof. To Seller's Knowledge there are no existing,
proposed or contemplated plans to widen, modify or realign any street or highway
contiguous to the Branches, except as described on Schedule 6.17 attached
hereto. To Seller's Knowledge, except as shown on the real property public
records or on tax bills, 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 Branches.

         6.18 HAZARDOUS SUBSTANCES. Seller represents and warrants that to
Seller's Knowledge, except as described on Schedule 6.18: (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 Branches in violation of Environmental Laws; (ii) to Seller's Knowledge, no
Hazardous Substances are or have been present, stored, disposed of or released
above or below the Branches by Seller in violation of Environmental Laws; (ii)
Seller has not received any written communication from a governmental authority
that alleges a violation of Environmental Laws concerning the Branches that has
not been cured; and (iii) Seller has received no notice of any claim, action,
cause of action, investigation, or communication asserted by a person alleging
potential liability arising out of or based on or resulting from the presence,
storage, disposition or release of any Hazardous Substance at, above, or below
the Branches or the violation or alleged violation of any Environmental Law
concerning the Branches.

                                       12
<PAGE>

                                  ARTICLE VII

                               COVENANTS OF BUYER
                               ------------------

         7.1 ASSISTANCE IN OBTAINING REGULATORY APPROVALS. Buyer shall be
responsible for the preparation and filing of the applications and notices for
approval of the transaction contemplated herein with the OTS except for any
application under Section 563.22 of the OTS Regulations ("transfer application")
which may be required of Seller. Buyer shall cooperate with Seller in providing
information for the OTS application. Buyer will be solely responsible for all
fees, expenses and costs incurred with respect to the preparation and filing of
the applications and notices with the OTS other than Seller's transfer
application, if any. 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 Party's own attorneys' and consultant
fees incurred in connection with such filing.

         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 ninety (90) days after the Closing Date.

         7.3 CONSENTS AND NOTICES. Buyer: (i) 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) 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
consultants and advisors and, to the extent permitted above, to bank regulatory

                                       13
<PAGE>

authorities. The obligations of Buyer in the preceding sentence shall terminate
upon the Closing with respect to information relating to the Branches. 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 VIII

                               COVENANTS OF SELLER
                               -------------------

         8.1 ASSISTANCE IN OBTAINING REGULATORY APPROVALS. Seller shall be
responsible for the preparation and filing and for all fees, expenses and costs
incurred in the preparation and filing of, any transfer application it may be
required to file. Seller shall cooperate with Buyer in providing information for
the Buyer's applications to the OTS.

         8.2 CONSENTS AND NOTICES. Seller: (i) 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) 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 or if mutually agreed by the Parties, at other
times, 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, as to the Real Estate, subject to the access
requirements contained in the applicable Assignment and Assumption Agreement,
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 Branches. Buyer shall give reasonable
notice for access to Seller. 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 Loans, 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 Branches over the weekend immediately prior
to the Closing Date.

                  (b) Buyer, with Seller's prior written consent, which shall
not unreasonably be withheld, 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 Branches 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

                                       14
<PAGE>

Signature Date and the Closing Date, and except as may otherwise be required by
a regulatory authority, Seller shall conduct its business at the Branches in the
ordinary course consistent with past practice and shall not, without the prior
consent of Buyer, which consent shall not be unreasonably withheld:

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

                  (b) Cause the Branches 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) Increase or agree to increase the salary, remuneration or
compensation of persons employed at the Branches other than in accordance with
Seller's customary policies and/or bank-wide changes provided prior or
subsequent notice is given to Buyer of such 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 in connection with the retention bonus program instituted
by Seller in contemplation of the transactions described herein;

                  (d) 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;

                  (e) Invest in, or dispose of, any Fixed Assets of the
Branches, except pursuant to commitments made on or before the Signature Date
and disclosed to Buyer in writing on or before the Signature Date and for
replacements of destroyed or damaged furniture, furnishings and equipment or
replacements of furniture, furnishings and equipment the failure to replace of
which would constitute a safety or health hazard;

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

                  (g) 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
(which Encumbrance would not be permitted under Section 6.6) with respect to or
otherwise dispose of, any of the Assets except in the ordinary course of
business and subject to the other provisions of this Section 8.4;

                  (h) Make any material change in any of Seller's basic policies
and practices with respect to deposit origination, personnel practices,
marketing, or any other material aspect of its business or operations which
would have a material adverse effect on the Branches or the Mortgage Loans,
except as may be required by applicable governmental authorities and except for
changes in such policies instituted on a bank-wide basis.

                  (i) Directly or indirectly, entertain, solicit or encourage or
participate in any discussions or negotiations with, or provide any information
(other than publicly available information) to, any person or other entity or
group (other than Buyer and its representatives) concerning any proposal to
acquire the Assets or assume the Liabilities which are the subject of this
Agreement, except under circumstances where Seller advises such person, entity
or group that it is obligated to sell the Assets and transfer the liabilities to
Buyer and that any other such proposal shall be considered only as a backup
proposal.

                                       15
<PAGE>

         8.5 BOOKS AND RECORDS. Seller shall retain (i) all books and records
relating to the Branches which are not ordinarily maintained at the Branches
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 all of Seller's 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
directly to transactions involving Assets and Deposits of the Branches 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, promptly 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 or
replacement policies providing coverage at least equal to their current
coverage.

         8.7 FURTHER ASSURANCES. On and after the Closing Date, Seller shall (i)
give such reasonable further assurances to Buyer and upon Buyer's request shall
execute, acknowledge and deliver all such acknowledgments and other instruments
and take such reasonable 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 within
one Business Day after receipt thereof 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;

                  (b) Except as provided to the contrary in the interim
processing procedures, 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

                                       16
<PAGE>

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, or the
interim processing procedures, Seller will remove any supply of money orders,
traveler's checks and other forms and papers (other than Records) located at the
Branches not later than the close of business on the Closing Date; and

                  (d) Not later than 2:00 p.m. on the later to occur of the
Closing Date or the Conversion Date, Seller will void all ATM access cards
issued by it to customers of the Branches except for customers that are also
customers of other branches of Seller

                  (e) [On or before twenty-one days after the later to occur of
the Closing Date or the Conversion Date, Seller will provide to Buyer a
transaction history report in mutually acceptable form with respect to the
Deposits, covering the third and fourth quarter of 1999 and the period of time
from the beginning of 2000 to the Conversion Date.

         8.8 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.

         8.9 OPERATION OF BRANCHES. From and after the date of this Agreement
until the Closing Date, subject to Section 8.4 of this Agreement, Seller shall
operate and manage the Branches 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 Branches in good order,
condition and repair in all material respects. Seller shall punctually pay and
perform all of its obligations under the Branch Leases and related service
contracts, and pay before delinquency all taxes, assessments, utility charges
and other expenses affecting the Branches except to the extent contested in good
faith by appropriate proceedings provided prior or subsequent notice is provided
to Buyer. After the Signature Date, Seller shall use commercially reasonable
efforts to retain at the Branches the Deposits which are domiciled at the
Branches as of the date of this Agreement.

         8.10 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 all service
and maintenance contracts related to the Branches which are outstanding as of
the Closing Date. With respect to any such contracts, Buyer shall, not later
than thirty (30) days after the Signature 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.

                                       17
<PAGE>

         8.11 SIGNS. Buyer shall, at its own cost, remove all exterior and
interior signs identifying Seller at the Branches and restore exterior surfaces.
The parties shall cooperate with each other's efforts with respect to the
foregoing to the extent reasonable.

         8.12 MATERIAL CHANGES. Seller shall advise Buyer promptly in writing of
any material adverse change in the business or operations of Seller relating to
the Branches which becomes known to Seller, or of any matter which would make
the representations and warranties set forth in Article VI hereof not true and
correct at any time up to and including the Closing Date.

         8.13 CONFIDENTIALITY. Seller 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 Seller on a non-confidential basis, (b) in the public
domain through no fault of Seller or (c) later lawfully acquired from other
sources by Seller) and shall not release or disclose such Information to any
other person, except its auditors, attorneys, financial advisors, bankers, other
consultants and advisors and, to the extent permitted above, to bank regulatory
authorities. The obligations of Seller in the preceding sentence shall terminate
upon the Closing with respect to information relating to the Branches. In the
event of termination of the transactions contemplated in this Agreement prior to
Closing, Seller 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.

         8.14 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, 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. For purposes
of the foregoing sentence, an Account Loan shall be considered delinquent if
such loan is more than thirty (30) days past due at the applicable time.2 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.

                                   ARTICLE IX

                                 NON-COMPETITION
                                 ---------------

         9.1 SOLICITATION. For a period of twelve (12) months following the
Closing Date, Seller will not, directly or indirectly, knowingly solicit
deposits by the use of direct mail, telemarketing programs or other similar
marketing methods specifically directed at people within a one (1.0) mile radius

                                       18
<PAGE>

of the Branches or at customers of the Branches. Notwithstanding the previous
sentence, this Section (Section 9.1) shall not limit the right of Seller to
solicit customers through a general marketing program not targeted to customers
of the Branches or to solicit customers who are also customers of other
operations or branches of Seller or are customers with respect to nondeposit
investment products administered by Seller or an affiliate thereof.

         9.2 NON-COMPETITION. For a period of twelve (12) 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 one (1.0) mile radius of any of the Branches. 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.

                                   ARTICLE X

                              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.

                  (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 APPROVALS. 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 Branches 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 B hereto.

                                       19
<PAGE>

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

                       (7) A computer printout and data tape of Deposits being
transferred to Buyer.

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

                       (9) 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.

                       (10) The Records relating to the Branches.

                       (11) The conveyance and assignment documents pursuant to
the Assignment and Assumption Agreement.

                       (12) A Schedule of Delinquent Account Loans and
Associated Deposits.

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

                  (f) ASSIGNMENT OF LEASES. All conditions precedent to the
obligations of Buyer under the Assignment and Assumption Agreement shall have
been satisfied, and the transactions described in the Assignment and Assumption
Agreement shall close concurrently herewith.

                  (g) NO MATERIAL ADVERSE CHANGE. No material adverse change
shall have occurred affecting (i) the Branches or (ii) the ability to conduct
operations at the Branches.

                                       20
<PAGE>

                  (h) REIMBURSEMENT. Buyer shall have received payment pursuant
to Section 2.3(c); which, if Seller has made the election specified in Section
2.3(f) shall include the transfer of all residential mortgage loans under the
Mortgage Loan Purchase and Sale Agreement.

         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 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
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 B hereto.

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

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

                  (f) ASSIGNMENT OF LEASES. All conditions precedent to the
obligations of the Seller under the Assignment and Assumption Agreement shall
have been satisfied, and all transactions contemplated under the Assignment and
Assumption Agreement shall be consummated concurrently herewith.

                                   ARTICLE XI

                                   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) By either Party upon the expiration of fifteen (15) days
after the refusal or denial of any approval or consent by any governmental
agency of any approvals or consent required to be obtained pursuant to this
Agreement, or the imposition of a materially burdensome condition upon such
Party in connection with such approval or consent by any such governmental
agency, unless, within such fifteen (15) day period, the relevant Party
resubmits the application, or appeals the decision of the governmental entity
that has denied or refused to grant such consent or approval or has imposed such
condition and, in such event, by either Party upon the expiration of five (5)
days after the denial or refusal by such governmental agency of such appeal or
resubmitted application.

                  (b) By a Party upon the expiration of five (5) Business Days
from the date that such 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 or the
Assignment and Assumption Agreement; or the termination of the Assignment and
Assumption 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 31,
2000 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.

         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 XII

                                    EMPLOYEES
                                    ---------

         12.1 EMPLOYEES. Buyer shall use reasonable efforts to make employment
available to all employees of Seller at the Branches. Buyer shall be 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 Employees. Seller
agrees to give Buyer access to personnel files concerning each of the Employees
employed at the Branches 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 Branches. Employees who
are offered employment shall be hired on terms and conditions as are consistent
with the terms and conditions of similar employment positions of Buyer,
effective the day immediately following the Closing Date. Buyer shall make
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. 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 Branches will have
their earned compensation including accrued vacation time paid in full by Seller
through the Closing Date.

         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 Branches 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.

         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 12.1. Such training shall be at the
expense of Buyer and shall be conducted after business hours at a location other
than the Branches. At the request of Buyer, Seller shall compensate employees,
in accordance with Seller's customary policies and practices, for the Employee's
time spent being trained by Buyer and the Employees' reasonable reimbursable
expense (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.

         12.2 EMPLOYEE BENEFITS. All full-time Employees at the Branches who
become employees of Buyer will, on and as of the Closing Date, be immediately
eligible to participate in Buyer's medical insurance plan. All full time and
part-time Employees who become employees of Buyer shall, on and as of the
Closing Date, be eligible to participate in accordance with Buyer's policies and
practices and the terms and conditions of any applicable benefit plan, in
Buyer's other employee benefit plans and other fringe benefits and rights,
including without limitation vacation pay, enjoyed by employees of Buyer in

                                       23
<PAGE>

comparable positions including any pension or 401(k) plans. For all such
purposes, the Closing Date shall be deemed the hire date and all eligibility
waiting periods shall apply.

                                  ARTICLE XIII

                                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 Deposits, which shall
be updated as of any subsequent conversion date. 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 Branches 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.

         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 deposit, payment, legal process or other mail to Buyer within one (1)
Business Day after receipt thereof at the address Buyer may from time to time
designate.

         13.4 RETURNED ITEMS. Any items that were (i) credited for deposit to,
or (ii) cashed against, an account at the Branches 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

                                       24
<PAGE>

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 Branches 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
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 twenty (120) 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
sixty (60) 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 ninety (90) 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 twenty days (120) 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.

                                       25
<PAGE>

         13.6 CHECKING ACCOUNTS. Prior to the Conversion 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 shall 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 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 D.

         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 Branches who will not
have ATM-accessible accounts with Seller after the Closing Date and (ii) debit
cards issued by it to customers of the Branches who will not have debit
card-accessible 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 and debit 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.

                                       26
<PAGE>

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

         Such settlement shall continue for a period of sixty (60) days
following the Closing Date. All claims submitted after such sixty (60) 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 (some of which, for the avoidance of doubt,
contain debit card features) 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 a field-to-field meeting to be
held at a time mutually acceptable to the parties but no later than thirty (30)
days after the Signature Date, exchange all data information necessary to
complete such conversion process; (iii) within ten (10) days after such
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 Branches, 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.

         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 be entitled to receive from Seller such information.
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. Such reports
shall be made to the holders of these accounts and to the applicable federal and
state regulatory agencies. Seller shall promptly process any customer requests
(including amended 1099s) made which pertain to the period prior to Closing.

         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:

                                       27
<PAGE>

                  (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 promptly upon receipt of the
notice providing such penalty assessment resulting from Seller's acts, policies
or omissions, but Seller 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
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 POST-CLOSING DEPOSIT ITEM PROCESSING. Provided the Closing takes
place prior to April 20, 2000 (the "Conversion Date"), Seller shall continue to
provide item processing and other back office deposit processing services in
connection with the Deposits for a period ending no later than the Conversion
Date. Seller shall conduct such processing in the ordinary and usual course of
its business, in a manner consistent with its past practice. Buyer shall
compensate Seller for all third-party expenses Seller incurs in connection with
its processing pursuant to this Section 13.14. Seller and Buyer shall agree in
writing upon policies and procedures for such processing activities and shall
incorporate such writing as an exhibit to this Agreement.

                                       28
<PAGE>

         13.15 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 Branches 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 XIV

                               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 date which is one
hundred and eighty (180) days after the Closing Date.

         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 a
claim asserted by a third party arising from:

                       (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 (other than the Real Estate) or the Deposits, or any action taken
or omitted to be taken by Seller with respect to the Employees, other than as
permitted by this Agreement and any suits or proceedings commenced in connection
therewith;

                       (3) all debts, obligations and liabilities excluded
pursuant to Section 2.3(e) above; and

                       (4) Seller's willful misconduct or gross negligence in
the performance of its interim processing activities after the Closing Date and
before the Conversion Date as contemplated by Section 13.14 of this Agreement;
provided, that Seller shall not be required to so indemnify to the extent a
liability, cost, claim or expense arises from performance by Seller in
accordance with the written direction of Buyer.

                  (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 a
claim asserted by a third party arising from:

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

                                       29
<PAGE>

                       (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 (other than the Real Estate) or the Deposits (other than an event arising
solely from the Seller's negligence in the course of interim processing
activities pursuant to Section 13.14), or any action taken or omitted to be
taken by Buyer with respect to the Employees to the extent that such Assets or
Deposits are assumed by or transferred to Buyer or the Employees are employed by
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.

         BROKER'S FEES. Seller has entered into an agreement with BankSite
whereby certain fees will be due to BankSite. Such fees will be borne solely by
Seller. With the exception of such engagement by Seller of 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

                                       30
<PAGE>

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.

         14.3 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 a press release
announcing this Agreement or the transactions described herein to the public nor
make any public announcements of this Agreement or the transactions described
herein, without consulting with and obtaining approval of the other Party, which
approval shall not be unreasonably withheld, and in any event such initial
announcement shall not be made prior to notification to the Employees. Each
Party agrees to forward copies of any and all written public statements
following the initial announcement to the other Party for review and to consult
with such other Party with respect to any comments such Party may have for one
(1) Business Day after receipt by such Party of such proposed written statement.

         14.4 [INTENTIONALLY OMITTED]

         14.5 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.

         14.6 SALES AND TRANSFER TAXES. All excise, sales, use, transfer,
documentary transfer taxes 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 (i) upon the closing of the escrows
for the Real Property of (ii) upon Buyer's receipt of satisfactory evidence that
Seller has paid such taxes or is legally obligated to pay such taxes (and that
such taxes have not already been paid through escrow). Seller shall report such
tax (excluding real property taxes that are prorated) on Seller's sales tax
return.

         14.7 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

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

       To Buyer:                First Federal Bank of California

                                       31
<PAGE>

                                401 Wilshire Boulevard
                                Santa Monica, California 90401
                                Attn: James P. Giraldin, Chief Operating Officer

       With a copy to:          First Federal Bank of California
                                401 Wilshire Boulevard
                                Santa Monica, California 90401
                                Attn: Ann Lederer, 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.

         14.8 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.

         14.9 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; provided, however, that the foregoing shall not prohibit or
require the consent of the other Party for an assignment by a Party in
connection with a merger or consolidation of such party with, or the sale of a
substantial portion of such Party's assets with, another federally insured
depository institution, provided such assignment shall not occur until the
expiration of one hundred and twenty (120) days from the later to occur of the
Closing Date or the Conversion Date.

         14.10 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.

         14.11 GOVERNING LAW; VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of California without regard
to the conflict of law provisions of the laws of such state. The Parties hereto
expressly submit to the exclusive jurisdiction and venue of the Superior Court
of the County of Los Angeles or the United States District Court for the Central
District of California (the "California Courts"). Subject to the arbitration
provisions of this Agreement, any action, suit or proceeding arising out of, or
relating to, this Agreement or any agreement or instrument delivered under this
Agreement, the subject matter thereof or the transactions contemplated hereby
shall be brought in the California Courts, and in such event the parties hereto
irrevocably submit themselves to the exclusive jurisdiction of the California
Courts and hereby waive, for themselves and their respective successors and
assigns, all rights they may have to bring or have tried elsewhere any such
action, suit or proceeding.

                                       32
<PAGE>

14.12    ARBITRATION.

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

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

                                    ---------

                                Buyer's Initials

                                    ---------

                                Seller's initials

         IF ANY DISPUTES OR CONTROVERSIES ARISE BETWEEN THE PARTIES IN
CONNECTION WITH THIS AGREEMENT, ITS INTERPRETATION, OR THE ACTS OR DUTIES OF THE
PARTIES HEREUNDER OR UNDER ANY DOCUMENT DELIVERED HEREUNDER, SUCH DISPUTES OR
CONTROVERSIES SHALL BE SUBMITTED TO AND RESOLVED BY BINDING ARBITRATION IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AND THE COMMERCIAL
ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ALL ARBITRATION
PROCEEDINGS SHALL BE CONDUCTED IN LOS ANGELES, CALIFORNIA BY A SINGLE
ARBITRATOR. THE DECISION OR AWARD OF THE ARBITRATOR SHALL BE FINAL AND BINDING,
AND JUDGMENT THEREON MAY BE ENTERED IN A CALIFORNIA COURT, AND THEREAFTER IN THE
COURT OF ANY SISTER STATE. IT IS UNDERSTOOD THAT THE ARBITRATOR SHALL HAVE NO
AUTHORITY TO ADD TO, SUBTRACT FROM, OR MODIFY ANY PROVISION OF THIS AGREEMENT.

         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.

                                       33
<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

         14.19 TIME IS OF THE ESSENCE. TIME IS OF THE ESSENCE OF EACH AND EVERY
PROVISION OF THIS AGREEMENT.

         14.20 WAIVER OF SPECIFIC PERFORMANCE AND LIS PENDENS. In the event the
transactions do not occur due to a material default by Seller, Buyer as its sole
remedy shall be entitled to damages in accordance with the provisions of this
Agreement or otherwise available under law. As a material consideration to
Seller's entering into this Agreement with Buyer, Buyer waives any right (a) to
record or file a notice of lis pendens or notice of pendency of action or
similar notice against any of the Real Estate or (b) in any instance where
Seller has first initiated an action, proceeding or arbitration alleging a
material default by Buyer, to pursue an action for specific performance of this
Agreement.

                                       34
<PAGE>

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

FIDELITY FEDERAL BANK,                          FIRST FEDERAL BANK OF CALIFORNIA
A Federal Savings Bank




By: /s/ JAMES E. STUTZ                          By:  /s/ JAMES P. GIRALDIN
    -------------------------------------            ---------------------------
    JAMES E. STUTZ                                   JAMES P. GIRALDIN
    President and Chief Operating Officer       Its: Chief Operating Officer



                                                By:  /s/ ANN LEDERER
                                                     ---------------------------
                                                     ANN LEDERER
                                                Its: Secretary

                                       35
<PAGE>

                                  SCHEDULE 1.1

BRANCH NAME                                 ADDRESS
-----------                                 -------

<PAGE>

                                    EXHIBIT A
                                    ---------

                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------

                              [SEPARATELY PROVIDED]

<PAGE>

                                    EXHIBIT B
                                    ---------

               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 FIRST FEDERAL BANK OF CALIFORNIA, a
federally chartered 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 from any act or failure to act of Seller 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 from any act or failure to act of Buyer 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.

                                       A-2
<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,                          FIRST FEDERAL BANK OF CALIFORNIA
A Federal Savings Bank



By:                                             By:
    -------------------------------------            ---------------------------
    James E. Stutz                                   James P. Giraldin
    President and Chief Operating Officer       Its: Chief Operating Officer



                                                By:
                                                     ---------------------------
                                                     ANN LEDERER
                                                Its: Secretary

                                      A-3
<PAGE>

                                    EXHIBIT C
                                    ---------

                        ASSUMPTION OF DEPOSIT LIABILITIES

         For value received, FIRST FEDERAL BANK OF CALIFORNIA, a federally
chartered 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 Branches 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.

<PAGE>

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

FIRST FEDERAL BANK OF CALIFORNIA




By:
    ----------------------------
     James P. Giraldin
Its: Chief Operating Officer




By:
    ----------------------------
     Ann Lederer
Its: Secretary

                                      B-2
<PAGE>

                                    EXHIBIT D
                                    ---------

                               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 FIRST FEDERAL 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 Branches 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)

<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 I

                                   DEFINITIONS

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

                                   ARTICLE II

         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 thirty
(30) 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 2000 to and including the Transfer Date. The successor
trustee shall prepare and file such reports, where applicable, for the balance
of the calendar year 2000 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 2000 shall be collected by
the Seller provided that if the Closing occurs prior to the time which Seller in
the ordinary course would collect such fees such fees shall be collected by
Buyer. The successor trustee may assess any fees per Plan for 2001 and
thereafter pursuant to its own policies and procedures.

                                      C-2
<PAGE>

         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.

         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 2000, 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 Branches;

                  (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

                                      C-3
<PAGE>

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.

         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.

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

         Executed this      day of                   , 2000
                       ----        ------------------

FIDELITY FEDERAL BANK,                          FIRST FEDERAL BANK OF CALIFORNIA
A Federal Savings Bank



By:                                             By:
    -------------------------------------            ---------------------------
    James E. Stutz                                   James P. Giraldin
    President and Chief Operating Officer       Its: Chief Operating Officer



                                                By:
                                                     ---------------------------
                                                     ANN LEDERER
                                                Its: Secretary

                                      C-4
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                            PAGE


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

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

ARTICLE I             .........................................................1

DEFINITIONS           .........................................................1

ARTICLE II            .........................................................4

TERMS OF PURCHASE AND ASSUMPTION...............................................4

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

         2.2      Purchase Price...............................................5

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

ARTICLE III           .........................................................6

INSPECTION OF ASSETS AND REAL ESTATE VALUATION.................................6

         3.1      Valuation of Real Estate.....................................6

         3.2      Due Diligence Review, Inventory and Inspection...............7

         3.3      Other Documents..............................................7

ARTICLE IV            .........................................................8

CLOSING               .........................................................8

         4.1      Closing......................................................8

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

         4.3      Post-Closing Adjustments.....................................9

         4.4      Deliveries at Closing........................................9

ARTICLE V             .........................................................9

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..................................................10

         5.6      Governmental Notices........................................10

         5.7      Regulatory Approvals........................................10

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

                                       i
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                            PAGE


ARTICLE VI            ........................................................10

REPRESENTATIONS AND WARRANTIES OF SELLER......................................10

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

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

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

         6.4      No Breach...................................................11

         6.5      Litigation..................................................11

         6.6      Title to Assets.............................................11

         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.....................................................12

         6.13     Service and Maintenance Contracts...........................12

         6.14     Regulatory Approvals........................................12

         6.15     Consents....................................................12

         6.16     Operation...................................................12

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

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

ARTICLE VII           ........................................................13

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 VIII          ........................................................14

COVENANTS OF SELLER   ........................................................14

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

                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                            PAGE


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

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

         8.4      Conduct of Business Pending Closing.........................15

         8.5      Books and Records...........................................16

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

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

         8.8      Consents....................................................17

         8.9      Operation of Branches.......................................17

         8.10     Service and Maintenance Contracts...........................17

         8.11     Signs.......................................................18

         8.12     Material Changes............................................18

         8.13     Confidentiality.............................................18

         8.14     Repurchase of Certain Account Loans and Deposits............18

ARTICLE IX            ........................................................19

NON-COMPETITION       ........................................................19

         9.1      Solicitation................................................19

         9.2      Non-Competition.............................................19

ARTICLE X             ........................................................19

CONDITIONS TO CLOSING ........................................................19

         10.1     Conditions to the Obligations of Buyer......................19

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

TERMINATION           ........................................................22

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

         11.2     Effect of Termination.......................................23

ARTICLE XII           ........................................................23

EMPLOYEES             ........................................................23

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

         12.2     Employee Benefits...........................................23

ARTICLE XIII          ........................................................24

OTHER AGREEMENTS      ........................................................24

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

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

         13.3     Incoming Deposits and Mail..................................24

         13.4     Returned Items..............................................24

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

         13.6     Checking Accounts...........................................25

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

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

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

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

         13.11    Interest Reporting..........................................27

         13.12    Withholding.................................................27

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

         13.14    Post-Closing Deposit Item Processing........................28

         13.15    Seller's Cooperation........................................29

ARTICLE XIV           ........................................................29

GENERAL PROVISIONS    ........................................................29

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

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

         14.3     Broker's Fees...............................................30

         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; Venue........................................32

         14.13    Arbitration.................................................32

                                       iv
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                                                                            PAGE

         14.14    Entire Agreement............................................33

         14.15    Headings....................................................34

         14.16    Severability................................................34

         14.17    Waiver......................................................34

         14.18    Number(s)...................................................34

         14.19    Counterparts................................................34

         14.20    Time is of the Essence......................................34

         14.21    Waiver of Specific Performance and Lis Pendens..............34


Schedule 1.1 LIST OF BRANCHES
Exhibit A - REAL PROPERTY SALE AGREEMENT AND ESCROW INSTRUCTIONS
Exhibit B - GENERAL BILL OF SALE AND ASSIGNMENT AND ASSUMPTION
Exhibit C - ASSUMPTION OF DEPOSIT LIABILITIES
Exhibit D - RETIREMENT ACCOUNTS TRANSFER AGREEMENT

                                       v
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