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                                                                     Exhibit 2.1

                        PURCHASE AND ASSUMPTION AGREEMENT
                        ---------------------------------

         THIS AGREEMENT is made and entered into as of the 7th day of May, 2001,
by and between ADVANTA NATIONAL BANK, a national banking association with its
principal offices at One Righter Parkway, Wilmington, Delaware 19803 ("Seller")
and E*TRADE BANK, a federal savings association with its principal offices at
1111 North Highland Street, Arlington, Virginia 22201 ("Purchaser").

         WHEREAS, Seller desires to transfer to Purchaser certain Deposits on
the terms and conditions set forth in this Agreement; and

         WHEREAS, Purchaser desires to acquire such Deposits and assume Seller's
duties, obligations and liabilities associated therewith on the terms and
conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the mutual promises herein set
forth and for other good and valuable consideration, the adequacy and receipt of
which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:

         1. Definitions.

                  (a) Capitalized terms used in this Agreement shall have the
meanings set forth in the preamble or in this Section 1. As used herein, words
imparting the singular include the plural and vice versa.

                  (b) The following terms shall have these meanings:

                  "Accrued Interest" shall mean the interest, dividends, fees,
costs and other charges that have been accrued on but not paid, credited or
charged to the Deposits as due and payable through the day before the Closing
Date as shown on Seller's general ledger.
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                  "Business Day" shall mean any day except a Saturday or Sunday
or other day on which Purchaser or Seller is authorized by law to close.

                  "Closing Date" shall mean the date on which the Closing occurs
as set forth in Section 8 hereof, as such date may be adjusted from time to time
pursuant to such Section.

                  "Deposit" or "Deposits" shall have the meaning set forth in
Section 3 hereof.

                  "Depositor" shall have the meaning set forth in Section 9(d)
hereof.

                  "Encumbrances" shall mean all claims, charges, liens,
encumbrances, options, pledges, commitments security interests and other
restrictions of any kind and nature.

                  "FDIC" shall mean the Federal Deposit Insurance Corporation.

                  "IRS" shall mean the Internal Revenue Service.

                  "OTS" shall mean the Office of Thrift Supervision.

                  "Requests for Withdrawal" shall mean checks, withdrawal orders
and other similar items drawn on an account.

                  "Records" shall mean the information in Seller's files
concerning the Deposits.

                  "Total Deposits" shall have the meaning set forth in Schedule
2(d) hereof.

         2. Transfer and Consideration.

                  The Purchaser and the Seller agree, subject to the terms and
conditions of this Agreement:

                  (a) Payment Amount. Seller shall pay to Purchaser an amount
equal to the amount of the Total Deposits, less an amount equal to 80 basis
points (0.80%) calculated on the Total Deposits as a premium for the assumption
of the Deposits (the "Premium"), all as calculated as set out elsewhere in this
Section 2. For the purposes of this Section 2(a), the

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amount of the Total Deposits shall be the amount of such Deposits as determined
using the methodology set out in Schedule 2(e) hereto.

                  (b) Assumption of Obligations. At the Closing and as provided
in Section 4 hereof, Purchaser shall accept, assume and agree to pay, honor,
perform and discharge all of Seller's liabilities, duties, responsibilities and
obligations with respect to the Deposits, all as exist through the day before
the Closing Date or arising or accruing thereafter but excluding any claim or
other liability relating to the origination of any such Deposit or the
administration of any such Deposit prior to such time.

                  (c) Transfer of Account Relationships. In connection with
Purchaser's assumption of the Deposits as set forth in Section 2 hereof, Seller
shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser
shall purchase and accept from Seller, all of Seller's right, title and interest
in, to and under the contracts and relationships giving rise to the Deposits.

                  (d) Method of Payment. Payments to be made hereunder shall be
made by wire transfer and in immediately available funds. Payments by Seller
shall be made into an account designated by Purchaser ("Purchaser's Account").
Payment of Total Deposits by Seller and Total Premium Amount by Purchaser shall
occur in two transactions. Payment in the first transaction (the "Transfer
Amount") will occur on the Closing Date, using account values as of the last
available date before the Closing Date and the U.S. Dollar Swap Curve
representing interest rates available at 6:00 pm Eastern Time on June 22, 2001.
Payment in the second transaction (if required) will use the same methodology
and the same date for the U.S. Dollar Swap Curve, will follow the Post-Closing
Adjustments (if any) and Review Period contemplated by Section 3 hereof, and
will constitute payment for the final and complete reconcilement of all


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accounts and amounts transferred between Seller and Purchaser hereunder. This
final payment will occur as set out in Section 3(c) hereof.

                  (e) Assumptions and Methodology. The assumptions and
methodology used to calculate the payment amounts referred to in this Section 2
shall be as set out on Schedule 2(e) attached hereto and made a part hereof.

                  (f) Adjustments. Amounts paid at Closing shall be subject to
subsequent adjustment, if any, based on the post-closing reconciliation
contemplated by Section 3(b) hereof.

                  (g) Disputes. In the event of any dispute as to the correct
amount to be paid to either party under this Section 2, each party shall
nonetheless pay to the other all amounts other than those in dispute, and the
parties shall promptly take steps to address and resolve the dispute. Any
disputed amounts held by a party which are later determined to be due to the
other party shall be paid to the other party promptly upon that determination,
with interest thereon from the date of the dispute to the date of payment at the
federal funds rate in effect at the time of payment.

         3. Assumption of Deposit Liabilities. Except as specifically provided
below and upon the terms and subject to the conditions set forth in this
Agreement:

                  (a) Assumption of Deposits. At the Closing, Seller will
transfer and assign to Purchaser, and, subject to the provisions of Section
2(b), Purchaser will accept and assume from Seller and will agree to pay, honor,
perform and discharge all obligations with respect to, and be solely and
exclusively liable for, all deposits, as defined in Section 3(1) of the Federal
Deposit Insurance Act, as amended, (the "FDIA"), designated on the books of
Seller as deposit accounts, and including principal together with interest that
is accrued and posted through the day before the Closing Date (hereinafter
referred to individually as a "Deposit" and collectively as the


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"Deposits"). Seller shall provide Purchaser a list of the Deposits and the
aggregate amount of the Deposits as of the Closing Date (the "Schedule of
Deposits").

                  (b) Adjustments and Review. Within forty-five (45) days after
the Closing Date, Purchaser shall advise Seller (confirmed in writing) of any
adjustments it deems necessary from the Schedule of Deposits delivered by Seller
as of the Closing Date (the "Post-Closing Adjustments") setting forth in
reasonable detail the basis therefor. Within ten (10) days after delivery of the
Post-Closing Adjustments to Seller (the "Review Period"), Seller may dispute the
Post-Closing Adjustments by giving notice (confirmed in writing) to Purchaser
setting forth in reasonable detail the basis for such dispute (a
"Disagreement"). The parties shall promptly commence good faith negotiations
with a view toward resolving any such Disagreements.

                  (c) Settlement. On the Business Day immediately following the
end of the Review Period or the final resolution of any Disagreement (the "Final
Settlement Date"), an amount equal to the final amount of the Deposits minus the
final amount of the Premium (the "Final Transfer Amount") shall be calculated,
as finally determined pursuant to Section 3(b) hereof. If the Final Transfer
Amount exceeds the Transfer Amount, Seller shall pay the difference to Purchaser
by the method provided in Section 2(d) hereof, and if the Transfer Amount
exceeds the Final Transfer Amount, Purchaser shall refund the difference to
Seller by wire transfer in immediately available funds to an account designated
by Seller or otherwise as Seller may instruct.

                  (d) Debit Cards. All of Seller's MAC cash access cards
associated with Deposits shall be voided by Seller as of an effective date
sufficiently before the closing Date to permit the conversion of accounts
contemplated hereby, and Seller shall give timely notice thereof, in a form
mutually acceptable to Seller and Purchaser, to the Depositors holding such
cards.


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Promptly after the execution of this Agreement, Seller will provide to Purchaser
the information relating to those Depositors which Purchaser may reasonably
request, in an appropriate manner and format, to facilitate Purchaser's
preparation of replacement debit cards for use by those Depositors. Such
replacement cards will contain a validation feature or otherwise be distributed
in a manner and on a schedule such that they will not be useable before the
Closing Date.

                  (e) Liabilities Not Assumed. Liabilities not assumed by
Purchaser include, but are not limited to:

i) Seller's cashiers checks, letters of credit, money orders, interest checks
and expense checks issued prior to Closing, consignments of U S government
Series E and Series EE bonds, and travelers checks;

ii) liability or obligations with respect to any matters to which Purchaser is
entitled to indemnification under Section 12(a) hereof;

iii) deposit accounts associated with lines of credit;

iv) deposit accounts associated with qualified retirement plans where Seller is
named as the trustee or custodian of such plan or as the sponsor of a prototype
plan related to such account;

v) Individual Retirement Accounts or Individual Retirement Arrangements; and

vi) except as otherwise set forth in this Agreement, any other liabilities,
duties, responsibilities or obligations of any kind or nature, whether known or
unknown, whether asserted or unasserted, whether accrued or unaccrued, whether
contingent or otherwise, not expressly assumed by Purchaser.

         4. Additional Obligations of Purchaser. At the Closing, Purchaser will
assume and accept and agree to discharge the liabilities, duties,
responsibilities and obligations of Seller with respect to the Deposits in
accordance with Section 2(b) hereof, the terms and conditions of the


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contracts of deposit, and all rules and regulations applicable thereto, subject
in any case to any post-Closing adjustments made as contemplated by Section 3(b)
hereof.

         5. Delivery of Deposit Records. Not fewer than three (3) Business Days
prior to the Closing, Seller shall deliver to Purchaser copies of all
applications showing original signatures relating to transaction accounts being
assumed by Purchaser hereunder as are then in Seller's possession. Within a
period of six (6) months following the Closing, Purchaser may elect to retain a
third party, at Purchaser's expense, to extract for Purchaser's use such data
from the information then in Seller's possession on the Deposits as Purchaser
may reasonably request. At any time and from time to time following the Closing,
Seller will take reasonable steps to accommodate Purchaser's reasonable requests
for additional information regarding the Deposits as may then be in Seller's
possession.

         6. Agreements of Seller.

                  (a) Regulatory Approval. Seller shall cooperate with Purchaser
in Purchaser's preparation and filing of a joint application with Purchaser's
primary federal regulator for approval of the transactions contemplated by this
Agreement and shall also make such additional separate filings with such
regulatory authorities, if any, as may be necessary or advisable to enable
Seller to consummate the transactions contemplated by this Agreement and shall
diligently proceed to obtain all approvals of such authorities, the costs of any
such separate Seller filings to be at Seller's expense.

                  (b) Assistance in Obtaining Regulatory Approvals. Seller
agrees to make draft copies of any separate Seller applications to be filed
available to Purchaser for review, to provide Purchaser promptly with a copy of
any such applications as filed (together with copies of all material notices,
orders, opinions, correspondence, and other documents with respect thereto),

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and to use its commercially reasonable efforts to obtain all such necessary
regulatory approvals and consents at the earliest practicable date. Except as
may be required by law or in connection with any regulatory inquiry, Seller
agrees not to divulge any information contained in any such applications which
is designated by Purchaser as confidential, and to promptly notify Purchaser
upon receipt of notification that any application provided for hereunder has
been denied or of any information that causes or reasonably should cause it to
believe that any such application will be or is likely to be denied.

                  Seller agrees to cooperate with Purchaser and use all
commercially reasonable efforts to obtain all regulatory approvals required by
Purchaser to consummate the transactions contemplated hereby, and Seller shall
provide to Purchaser or to the appropriate regulatory authorities all
information reasonably required to be submitted by Seller in connection with
such approvals.

                  (c) Conduct of Business Prior to Closing. Except as provided
herein and as may be otherwise required by any regulatory authority, between the
date hereof and the Closing Date, Seller shall perform all acts to be performed
by it pursuant to this Agreement and shall refrain from taking or omitting to
take any action that would violate Seller's representations and warranties
hereunder or render them inaccurate as of the date hereof or as of the Closing
Date or that in any way would prevent the consummation of the transactions
contemplated hereby.

                  (d) Access by Purchaser. Between the date hereof and the
Closing Date, Seller shall provide Purchaser and its representatives,
accountants and counsel reasonable access, during normal business hours and upon
two (2) Business Days' notice to Seller, Seller's Records relating to the
Deposits as Purchaser may reasonably request; provided that a representative of
Seller shall be permitted to be present at all times.

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                  (e) Taxes. Any taxes which arise on either party as a result
of the transactions contemplated by this Agreement shall be the obligation of
and be timely paid by such party. Each party shall take all necessary steps to
comply with any filing requirements in respect of such taxes, whether prior to
or after the closing, and the other party agrees to cooperate as requested in
preparing any such filings.

                  (f) Further Assurances. Both before and after the Closing
Date, Seller shall assist Purchaser in the conversion of the Deposits and shall
give such further assurances to Purchaser and shall execute, acknowledge and
deliver all such acknowledgments and other instruments as Purchaser shall
reasonably request in that connection.

                  (g) Prohibited Solicitations. From the date hereof through the
Closing Date, and, conditioned upon the occurrence of the Closing, for a period
of two (2) years following the date of this Agreement, Seller agrees that
neither it nor any of its affiliates will, directly or indirectly, use any
Depositor list or any other information derived from the Deposits to solicit
Depositors for deposit products and will not otherwise solicit, encourage or
induce a Depositor to close or transfer a Deposit account to another financial
institution (any such use being a "Prohibited Solicitation"). Notwithstanding
the foregoing, the following shall not constitute Prohibited Solicitations even
if they result in receipt by Depositors of the promotion or solicitation
materials referred to:

         i) promotions or solicitations directed to the general public by means
of media or Internet advertisements, mailings to commercially-acquired lists or
otherwise;

         ii) promotions or solicitations to persons who are present or former
depositors (other than of the Deposits), borrowers, investors or insureds of, or
who otherwise have any business relationship with, Seller or any of its
affiliates; and

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         iii) responses by Seller or any of its affiliates to requests from any
persons for deposit product information which requests are not attributable to
Prohibited Solicitations.

                  (h) Deposit Histories. In case of any dispute with or inquiry
by any Depositor which dispute or inquiry relates to the servicing of such
Depositor's Deposit account by Seller prior to the date for which a Deposit
history has been provided to Purchaser, Seller will provide to Purchaser, where
available and to the extent reasonably requested by Purchaser and not already
provided to Purchaser, information regarding the Deposit account and copies of
pertinent documents or instruments with respect to such dispute or inquiry so as
to facilitate Purchaser's response to such Depositor.

         7. Agreements of Purchaser.

                  (a) Regulatory Approval. Within ten (10) Business Days of the
date hereof Purchaser shall apply for any required OTS, FDIC or other federal
regulatory approval and, if required by law, approval by the banking authority
of any state regulatory agency of the transactions contemplated by this
Agreement and shall diligently proceed to obtain all such approvals, all at
Purchaser's expense. If the transactions contemplated by this Agreement
constitute a "conversion" under Section 5(d)(2) of the FDIA, Purchaser shall pay
the amount of the entrance fee, if any, and the amount of the exit fee, if any,
imposed by Section 5(d)(2)(E) of the FDIA at such times and in such manner as
shall be required by applicable law and regulation.

                  (b) Assistance in Obtaining Regulatory Approvals. Purchaser
agrees to make draft copies of applications to be filed available to Seller for
review, to provide Seller promptly with a copy of any such applications as filed
(together with copies of all material notices, orders, opinions, correspondence,
and other documents with respect thereto), and to use its commercially
reasonable efforts to obtain all such necessary regulatory approvals and
consents at


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the earliest practicable date. Except as may be required by law or in connection
with any regulatory inquiry, Purchaser agrees not to divulge any information
contained in any such applications which is designated by Seller as
confidential, and to promptly notify Seller upon receipt of notification that
any application provided for hereunder has been denied or of any information
that causes or reasonably should cause it to believe that any such application
will be or is likely to be denied.

                  Purchaser agrees to cooperate with Seller and to use all
commercially reasonable efforts to obtain the regulatory approvals required by
Seller to consummate the transactions contemplated hereby and Purchaser agrees
to provide to Seller or to the appropriate regulatory authorities all
information reasonably required to be submitted by Purchaser in connection with
such approvals

         (c) Acceptance of Seller's Forms. From and after the close of business
on the Business Day immediately preceding the Closing Date, Purchaser shall for
at least six (6) months after the Closing Date, accept and pay (to the extent of
sufficiently available funds on deposit) all checks, negotiable orders of
withdrawal, drafts or other withdrawal order forms and instructions which are
properly drawn on Seller's forms and timely presented to Purchaser where the
accounts on which such withdrawal instructions are drawn are Deposit accounts.
In addition, during such time Purchaser shall also honor all Maturity Notices
drawn on Seller's forms if so presented by depositors whose accounts to which
such Maturity Notices relate are Deposit accounts. During such six (6) month
period, Seller shall use commercially reasonable efforts to batch all checks,
negotiable orders of withdrawal, drafts or other withdrawal order forms and
instructions which are presented or delivered to Seller and to deliver same to
Purchaser.

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                  (d) Further Assurances. On and after the Closing Date,
Purchaser shall give such further assurances to Seller and shall execute,
acknowledge and deliver all such acknowledgments and other instruments as Seller
shall reasonably request to effectively relieve and discharge Seller from any
obligations remaining with respect to the Deposits, other than as set forth in
Sections 2(b), 3(e) and 12(a) hereof.

                  (e) Consents. Purchaser shall cooperate with Seller in
obtaining all consents of third parties, if any, to consummate the transactions
contemplated hereunder.

                  (f) Access to Customer Files. After the Closing, upon Seller's
request, Purchaser shall provide Seller and its representatives, accountants and
counsel reasonable access during normal business hours and upon two (2) Business
Days' notice to Purchaser to (i) all information previously delivered to
Purchaser by Seller at or subsequent to the Closing pertaining to the Deposits,
and (ii) documents pertaining to the Deposits maintained by Purchaser, to the
extent such documents relate to transactions between Depositors and Seller
occurring prior to the Closing Date, provided that a representative of Purchaser
shall be permitted to be present at all times.

         8. The Closing. The consummation of the transactions provided for
herein (the "Closing") shall take place at the offices of Seller in Wilmington,
Delaware at 10:00 a.m. local time on Monday, June 25, 2001 (assuming all
regulatory approvals required pursuant to Sections 6(a) and 7 (a) hereof have
been received), or at such other location and/or such other date and/or time,
and/or in such other manner (including but not limited to the exchange of
documents by electronic mail, facsimile transmittal or otherwise), as the
parties may agree upon (the "Closing Date").

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         9. Certain Transitional Matters.

                  (a) Requests for Withdrawal. Following the Closing, Purchaser
agrees with respect to the Deposits to honor in accordance with law and
customary banking practices all properly presented Requests for Withdrawal from
the Deposits presented to Purchaser, whether drawn on the withdrawal forms
associated with Deposit accounts as previously provided by Seller, or those
provided by Purchaser and, in all other respects, to discharge, in the usual
course of its banking business, the duties and obligations of Seller existing at
or arising after the Closing with respect to the Deposits. If any Depositor
whose Deposit account is transferred to and assumed by Purchaser, instead of
accepting the obligation of Purchaser to pay such accrued Deposit, shall request
withdrawal from Seller for all or any part of any such assumed Deposit, Seller
shall not be responsible for making and shall not make such payment. If Seller
inadvertently pays in accordance with law and customary banking practices any
such request for withdrawal presented to it in person by or on behalf of such a
depositor, then, provided there are sufficient collected and available balances
in the Depositor's Deposit account for such payment, Purchaser agrees to
reimburse Seller promptly for such payment upon receipt from Seller of its
certification that such payment has been made together with the original of the
properly payable withdrawal request signed by or on behalf of such Depositor.

                  (b) Records of Interest Paid. Seller shall be responsible for
maintaining records with respect to interest paid by and/or posted by Seller
prior to and as of the Closing Date on the Deposits and shall make that
information available to Purchaser promptly upon request, to the extent that
such information has not been previously provided to Purchaser. However, Seller
shall have no such obligation as to interest paid or received or as to any
transactions occurring after the Closing Date.

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                  (c) Designation of Employees. Seller and Purchaser shall each
assign an employee who is familiar with their respective deposit data processing
systems and operational procedures as their respective principal coordinators
for the transactions described herein and the conversion of the Deposits to
Purchaser's data processing systems. Such persons shall be the primary
representatives for communications between Purchaser and Seller with respect to
conversion planning and implementation and as to operational and transition
matters following the Closing.

                  (d) Communications to Depositors. Promptly following the
execution of this Agreement, Seller shall at its expense prepare and mail a
letter addressed to each depositor who maintains a Deposit account (a
"Depositor"), informing such Depositors of the transaction contemplated
hereunder, identifying Purchaser, providing a tentative Closing Date and
explaining that the transaction contemplated hereunder is subject to regulatory
approval. Prior to mailing such letter, Seller shall provide a copy of such
letter to Purchaser for its approval as to form and content, which approval
shall not be unreasonably conditioned, delayed or withheld. Prior to Closing,
Purchaser may prepare and mail at its expense one or more letters in the nature
of a welcome letter to each Depositor. Prior to mailing such letter(s),
Purchaser shall provide a copy of each such letter to Seller for its approval as
to form and content, which approval shall not be unreasonably conditioned,
delayed or withheld.

                  (e) Filings and Form 1099. Purchaser shall be responsible for
the filing of all information returns and other reports required by local, state
and federal law to the IRS, the Depositors and otherwise with respect to
interest paid or received by Seller in and for the calendar year in which the
Closing occurs. With respect to that calendar year, Purchaser shall, to the
extent required by law, provide to the IRS a Form 1099 with respect to each
Depositor and


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provide such Depositor with a copy of such Form 1099. Purchaser hereby agrees to
assume from Seller all responsibility to so provide such Form 1099 for the
period up to including the Closing Date during which Seller held such account
using Purchaser's name and taxpayer identification number assigned by the IRS
(and also including, if such inclusion is approved by tax counsel for Seller and
for Purchaser, a reference to Seller's name and Seller's federal tax
identification number) and agrees to provide Seller with copies of each Form
1099 provided for such period; provided, however, that in preparing such forms,
Purchaser shall be entitled to rely on the information provided by Seller as set
forth in Section 9(b) hereof, and Seller shall be responsible for any errors in
the information provided on any Form 1099 to the extent that such errors are
attributable to errors in the information provided by Seller.

                  (f) Communications from and on Behalf of Depositors. Purchaser
shall have the primary responsibility to receive and respond to inquiries and
other communications made by or on behalf of Depositors to Seller or to
Purchaser from time to time on and after the Closing Date with respect to any
Deposits or the transactions contemplated by this Agreement; provided, however,
that Seller shall cooperate with Purchaser in that regard.

         10. Representations and Warranties of Seller. Seller hereby makes the
following representations and warranties to Purchaser:

                  (a) Organization; Authority. Seller is a national banking
association duly organized, validly existing and in good standing under the laws
of the United States. Seller has the corporate power and authority to own its
properties, to carry on its business as presently conducted, and to enter into
this Agreement and effect the transactions described herein. This Agreement and
any other documents or instruments executed pursuant hereto and the execution,
delivery and performance hereof and thereof have been duly authorized and
approved by all


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necessary corporate action on the part of Seller, and this Agreement and the
instruments and documents executed pursuant hereto constitute, or when executed
will constitute, the valid and binding obligation of Seller, enforceable against
Seller in accordance with its terms, except as enforcement may be limited by
receivership, conservatorship and supervisory powers of bank regulatory agencies
generally as well as by bankruptcy, insolvency, reorganization, moratorium or
other rights of general applicability relating to or affecting creditors'
rights, or the limiting effect of rules of law governing specific performance,
equitable relief and other equitable remedies or the waiver of rights and
remedies.

                  (b) No Violation. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions described herein, will
violate or conflict with the charter or bylaws of Seller, with any provision of
any material agreement or any other material restriction of any kind to which
Seller is a party or by which Seller is bound or subject to the receipt of
required regulatory approvals described in this Agreement, or with any relevant
statute, law, decree, regulation or order of state or federal governmental
authority.

                  (c) Deposits. Seller's Deposits (i) are not subject to any
Encumbrances or any legal restraint or other legal process as of the date of
this Agreement, except as set forth in Schedule 10(c) and except for liens in
favor of Seller, and (ii) were solicited and accepted and have been maintained
by Seller in material compliance with all applicable federal laws and
regulations and applicable state laws and regulations to the extent not
preempted by federal law, including but not limited those requiring minimum
disclosures. Seller has duly and timely filed all returns, information returns
and statements required to be filed in respect of interest paid, and has duly
collected and paid over all withholding taxes and duly paid all other charges
and penalties in respect of the periods covered by such returns, information
returns and statements.


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Such returns, information returns and statements set forth with reasonable
accuracy all items required to be set forth therein. To Seller's best knowledge,
and disregarding the possibility of immaterial inaccuracies, each Deposit (i) is
evidenced by and subject to a legal, valid and binding agreement between Seller
and the named Depositor(s), executed by or on behalf of such Depositor(s), each
of whom at the time of such execution and the capacity to contract and any
signature(s) are the true signatures of the persons purporting to have signed;
(ii) is enforceable according to its terms; and (iii) is not subject to any
defense, counterclaim or set-off. Seller is not in default in any material
manner under any of such Deposit agreements. The Deposits are insured by the
FDIC through the Bank Insurance Fund to the extent permitted by law, and all
premiums and assessments required to be paid in connection therewith have been
paid when due by Seller.

                  (d) Due Diligence and Certification of TINS and Backup
Withholding. Seller has complied in all material respects with all IRS
regulations and requirements concerning due diligence and certification of
taxpayer identification numbers and backup withholding with respect to the
Deposits.

                  (e) Regulatory Approvals. The information furnished or to be
furnished by Seller to Purchaser for the purpose of obtaining any regulatory
approvals set forth in Section 6(a) hereof to complete and file applications is
or will be true and complete in all material respects as of the date so
furnished.

                  (f) Limitation of Warranties. Except as may be expressly
represented or warranted by Seller in this Agreement, or in any other documents
executed and delivered pursuant hereto, Seller makes no representations or
warranties whatsoever with regard to any liability or obligation being assumed
by Purchaser as to any other matter or thing.

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         11. Representations and Warranties of Purchaser. Purchaser hereby makes
the following representations and warranties to Seller:

                  (a) Organization; Authority. Purchaser is a federal savings
association duly organized and existing and in good standing under the laws of
the United States. Purchaser has the corporate power and authority to own the
Deposits being acquired, to assume the liabilities being transferred and to
enter into this Agreement and effect the transfer described herein. This
Agreement and any other documents or instruments executed pursuant hereto and
the execution, delivery and performance hereof and thereof have been duly
authorized and approved by all necessary corporate action on the part of
Purchaser, and this Agreement and the instruments and documents executed
pursuant hereto constitutes, or when executed will constitute, the valid and
binding obligation of Purchaser, enforceable against Purchaser in accordance
with its terms, except as enforcement may be limited by receivership,
conservatorship and supervisory powers of bank regulatory agencies generally as
well as by bankruptcy, insolvency, reorganization, moratorium or other rights of
general applicability relating to or affecting creditors' rights, or the
limiting effect of rules of law governing specific performance, equitable relief
and other equitable remedies or the waiver of rights and remedies.

                  (b) No Violation. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions described herein, will
violate or conflict with the charter or bylaws of Purchaser, with any provision
of any agreement or any other restriction of any kind to which Purchaser is a
party or by which Purchaser is bound or subject to the receipt of required
regulatory approvals described in this Agreement, or with any relevant statute,
law, decree, regulation, or order of any government authority.

                                     - 18 -
<PAGE>   19
                  (c) Regulatory Approvals. The information furnished or to be
furnished by Purchaser to Seller for the purpose of obtaining any regulatory
approvals set forth in Subsection 7(a) hereof to complete and file applications
is or will be true and complete in all material respects as of the date so
furnished.

                  (d) Limitation of Warranties. Except as may be expressly
represented or warranted in this Agreement by Purchaser or in any other
documents executed and delivered pursuant hereto, Purchaser makes no
representations or warranties whatsoever with regard to any other matter or
thing.

         12. Indemnification.

                  (a) Indemnification by Seller. Seller will indemnify, hold
harmless, and defend Purchaser from and against any and all claims, demands,
causes of action, suits, proceedings, losses, damages, decrees, rulings,
liabilities, obligations, judgments, orders, costs, or expenses of every kind
and nature, together with reasonable attorneys' fees and legal costs in
connection herewith, whether known or unknown, and whether now existing or
hereafter arising (such foregoing consequences are collectively referred to
herein as "Indemnifiable Losses"), which are actually incurred by Purchaser in
connection with or which arise out of or result from or are based upon (i)
Seller's operations or business transactions occurring and to be wholly
performed prior to the Closing or any information regarding the Deposits
furnished by Seller to Purchaser; (ii) any liability or obligation of Seller not
expressly assumed by Purchaser in this Agreement; or (iii) Seller's failure to
comply with any statute or regulation of any federal or state governmental
agency related to Seller's operations or business transactions as described in
(i) above occurring prior to the Closing.

                                     - 19 -
<PAGE>   20
                  (b) Indemnification by Purchaser. Purchaser will indemnify,
hold harmless, and defend Seller from and against: (i) any and all Indemnifiable
Losses which are actually incurred by Seller in connection with or which arise
out of or result from or are based upon (A) Purchaser's operations or business
transactions occurring after the Closing which in any manner, directly or
indirectly, involve the Deposits; or (B) Purchaser's failure to comply with any
statute or regulation of any federal or state governmental agency; and (ii) any
and all Indemnifiable Losses resulting from, based upon, or arising out of any
breach by Purchaser of any of its representations or warranties under or in
connection with this Agreement, or any failure of Purchaser to perform any of
its covenants, agreements, or obligations (including, without limitation, any
obligation to provide copies of Form 1099 arising under Section 9(f) hereof)
under or in connection with this Agreement; provided, however, that Purchaser
shall have no duty to indemnify if the otherwise Indemnifiable Loss resulting
from the obligations arising under Section 9(f) hereof is (i) related to a
breach by Seller of the representation contained in Section 10(c) hereof or (ii)
based on information regarding the Deposits furnished by Seller to Purchaser.

                  (c) Notice and Procedure. The party seeking to be indemnified
hereunder shall promptly give written notice and furnish adequate documentation
to the other party of any claims in respect of which indemnity is sought. The
indemnifying party, through its own counsel and at its own expense, shall defend
any such claim and shall have exclusive control over the investigation,
preparation, and defense of such claim and negotiations relating to its
settlement or compromise. The obligations of either party to indemnify the other
hereunder apply only if the party seeking to be indemnified cooperates with and
assists the indemnifying party in all reasonably necessary respects in the
conduct of the defense of such claim.

                                     - 20 -
<PAGE>   21
         13. Conditions to Purchaser's Obligations. Except as otherwise provided
herein, the obligations of Purchaser to complete the transactions provided for
in this Agreement are conditioned upon fulfillment (or written waiver), on or
before the Closing Date, of each of the following conditions:

                  (a) Representations and Warranties True. The representations
and warranties made by Seller in this Agreement shall be true in all material
respects on and as of the Closing Date except as to any representation or
warranty which specifically relates to an earlier date and except for any
changes permitted by the terms hereof or consented to by Purchaser.

                  (b) Obligations Performed. Seller shall have performed and
complied in all material respects with all obligations and agreements required
by this Agreement to be performed or complied with by it prior to or on the
Closing Date and shall have executed and have delivered all documents necessary
to complete the transactions contemplated herein.

                  (c) No Adverse Litigation or Other Proceedings. On the Closing
Date, no action, suit, protest or proceeding (administrative, regulatory, or
otherwise) shall be pending or threatened against Purchaser or Seller which
involves the Deposits or the transactions contemplated herein and which might
reasonably be expected to materially and adversely affect the transactions
contemplated herein.

         14. Conditions to Seller's Obligations. Except as otherwise provided
herein, the obligations of Seller to complete the transactions provided for in
this Agreement are conditioned upon fulfillment (or written waiver), on or
before the Closing Date, of each of the following conditions:

                  (a) Representations and Warranties True. The representation
and warranties made by Purchaser in this Agreement shall be true in all material
respects on and as of the


                                     - 21 -
<PAGE>   22
Closing Date, except as to any representation or warranty which specifically
relates to an earlier date and except for any changes permitted by the terms
hereof or consented to by Seller.

                  (b) Obligations Performed. Purchaser shall have performed and
complied in all material respects with obligations and agreements required by
this Agreement to be performed or complied with by it prior to or on the Closing
Date.

                  (c) No Adverse Litigation or Other Proceedings. On the Closing
Date, no action, suit, protest or proceeding (administrative, regulatory, or
otherwise) shall be pending or threatened against Purchaser or Seller which
involves the Deposits or the transactions contemplated herein and which might
reasonably be expected to materially and adversely affect the transactions
contemplated herein.

         15. Condition to Obligations of Both Parties. The obligations of both
parties to this Agreement are subject to Seller and Purchaser having received
all such regulatory approvals, permissions and consents, if any, as are required
pursuant to Sections 6(a) and 7(a) hereof to consummate the transactions
contemplated herein.

         16. Termination.

                  (a) Methods of Termination. This Agreement may be terminated:

                        (i) On or at any time prior to the Closing Date by the
mutual consent in writing of Purchaser and Seller;

                        (ii) On the Closing Date by Purchaser in writing if any
of the conditions set forth in Section 16 of this Agreement shall not have been
satisfied or effectively waived in writing by Purchaser;

                                     - 22 -
<PAGE>   23
                        (iii) On the Closing Date by Seller in writing if any of
the conditions set forth in Section 17 of this Agreement shall not have been
satisfied or effectively waived in writing by Seller;

                        (iv) On or at any time prior to the Closing by Purchaser
or Seller in writing, if any representation or warranty of the other party shall
be false in any material respect (as if such representation or warranty had been
made on and as of date hereof and on the date of the notice of breach referred
to below) , or if the other party shall materially breach or be in material
violation of any covenant contained herein; provided, however, that if such
falsity, breach or violation is reasonably subject to cure, then this provision
shall apply only if the falsity, breach or violation shall not have been cured
by the earlier of either five (5) Business Days after the giving of written
notice to the breaching party of such breach or the Closing Date; or

                        (v) On or at any time subsequent to December 31, 2001,
if the Closing shall not have taken place by such date, by Purchaser or Seller
in writing.

                  (b) Procedure Upon Termination. In the event of termination by
Purchaser or Seller pursuant to Section 16(a), written notice thereof shall be
given to the other party, and this Agreement shall terminate immediately upon
receipt of such notice unless an extension is consented to in writing by the
party having the right to terminate provided herein. If this Agreement is
terminated as provided herein:

                        (i) each party will return or certify the destruction of
all documents, work papers, and other materials of the other party relating to
this transaction, whether obtained before or after the execution hereof, to the
party furnishing the same, and

                                     - 23 -
<PAGE>   24
                        (ii) all information received by either party with
respect to the business of the other party (other than information which is a
matter of public knowledge or which heretofore has been or hereafter is
published in any publication for public distribution or filed as public
information with any governmental authority) shall not at any time be used for
any business purpose by such party or disclosed by such party to third persons.

                  (c) Effect of Termination. No termination of this Agreement
under Sections 16(a) (ii), (iii), (iv) or (v) for any reason or in any manner
shall release, or be construed as so releasing, either party hereto from any
liability for damage to the other party hereto arising out of, in connection
with, or otherwise relating to, directly or indirectly, such party's material
breach or violation, such party's material default or such party's failure in
performance of any of its material covenants, agreements, duties or obligations
arising hereunder.

         17. Miscellaneous Provisions.

                  (a) Amendment and Modification. Seller and Purchaser by mutual
consent of their duly authorized officers may amend, modify and supplement this
Agreement in such manner as may be agreed upon by them in writing.

                  (b) Waiver or Extension. Except with respect to required
approvals of the applicable governmental authorities, either Seller or
Purchaser, by written instrument signed by a duly authorized officer thereof,
may extend the time for the performance of any of the obligations or other acts
of the other party and may waive (i) any inaccuracies in the representations or
warranties in any document delivered pursuant hereto, or (ii) compliance with
any of the undertakings, obligations, covenants or other acts required or
contained herein.

                  (c) Assignment. This Agreement and all of the provisions
hereof shall be binding upon and shall inure solely to the benefit of the
parties hereto and their respective successors, but


                                     - 24 -
<PAGE>   25
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned, prior to the Closing Date, by either of the parties hereto.

                  (d) Survival of Representations and Warranties. The
representations and warranties set forth in this Agreement shall not survive the
Closing Date except as expressly provided to the contrary herein or unless the
context otherwise requires. Obligations of the parties arising under Sections
6(e), 6(f), 6(g), 6(h), 7(c), 7(d), 7(f), 9, 10 (c), 10 (d), , 12, 16 and 17 of
this Agreement shall survive the Closing Date.

                  (e) Payment of Expenses. Except as otherwise specifically
provided in this Agreement, each party hereto shall bear and pay all costs and
expenses incurred by it or on its behalf in connection with the transactions
contemplated hereunder. Except as otherwise provided herein, any expenses, fees
and costs necessary for any approvals of the appropriate federal and/or state
regulatory authorities, or for any notice to Depositors of the assumption of the
Deposits provided for in this Agreement, shall be paid by the party seeking such
approval or giving such notice.

                  (f) Address for Notice, etc. All notices, requests, demands,
consents and other communications provided hereunder and under any related
documents shall be in writing (including telegraphic communication) and mailed
(by registered or certified mail) or telegraphed or delivered to the applicable
party at the addresses indicated below:

               If to Seller:        ADVANTA NATIONAL BANK
                                    Attention: John Moore, Vice President
                                    One Righter Parkway
                                    Wilmington, Delaware 19803

               With a copy to:      Elizabeth Mai, Esq., General Counsel
                                    Advanta Corp.
                                    Welsh and McKean Roads
                                    Spring House, Pennsylvania 19477

                                     - 25 -
<PAGE>   26
               If to Purchaser:     E*TRADE BANK
                                    Attention:  Arlen W. Gelbard, President
                                    Ballston Tower
                                    671 North Glebe Road
                                    Arlington, Virginia 22203

               With a copy to:      John A. Buchman, General Counsel
                                    E*TRADE Bank
                                    Ballston Tower
                                    671 North Glebe Road
                                    Arlington, VA 22203

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other party complying as to delivery with the terms
of this Section 17(f).

                  (g) Counterparts. This Agreement may be executed
contemporaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

                  (h) Headings. The headings of the Sections of this Agreement
are inserted for convenience only and shall not constitute a part hereof.

                  (i) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware except to the
extent federal law may be applicable.

                  (j) Integration. This Agreement represents the complete
understanding and agreement of the parties hereto, and supersedes all previous
understandings and agreements, relating to the subject matter hereof.

                  (k) Trial by Jury. Each party hereby irrevocably waives the
right to demand, and no party or successor or assignee of a party may seek, a
trial by jury in any action, proceeding or counterclaim arising out of or in any
way relating to this Agreement or any of the other agreements, instruments and
documents or the transactions contemplated hereby. No party will


                                     - 26 -
<PAGE>   27
seek to consolidate any such action in which a jury trial has been waived with
any other action in which a jury trial is available as of right or cannot be
waived. The parties have fully considered the subject of this Section 17(k) and
understand that it is subject to no exceptions.

                  (l) Waiver of Certain Damages. Each party to the fullest
extent permitted by law hereby irrevocably waives any rights that they may have
to punitive, special, incidental, exemplary or consequential damages in respect
of any litigation based upon, or arising out of, this Agreement or any related
agreement or any course of conduct, course of dealing, statements or actions of
any of them relating thereto.

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

                                                   SELLER:

ATTEST:                                            ADVANTA NATIONAL BANK


/s/ Ronald Samuels                                 By: /s/ John Moore
-------------------------------                    -----------------------------
Title: Assistant Vice President                    Name:  John Moore
                                                   Title: Vice President



                                                   PURCHASER:

ATTEST:                                            E*TRADE BANK


/s/                                                By:  /s/ Arlen W. Gelbard
-------------------------------                    -----------------------------
Title: Secretary                                   Name:  Arlen W. Gelbard
                                                   Title: President and Chief
                                                          Operating Officer


                                     - 27 -
<PAGE>   28
                                  Schedule 2(e)


Valuation  Methodology:
-----------------------

For the purposes of this transaction, the term "Total Deposits" shall mean the
sum of Total Time Deposits plus the Total Mark to Market Valuation (this
calculation is applicable to the Total Time Deposit Accounts as described in
Exhibit "A"), plus Total Other Deposits. "Total Time Deposits" shall mean the
sum of Retail Time Deposits and Jumbo Time Deposits plus accrued interest on
such deposits through the day before the Closing Date. "Total Other Deposits"
shall mean the sum of the following [Advanta National Bank] deposits: Guaranteed
Money Market Account, Jumbo Money Market Account, Statement Savings Account and
Demand Deposit Account plus accrued interest on such accounts through the day
before the Closing Date.

"Total Mark to Market Valuation" shall mean the sum of Monthly Mark to Market
Values between June 25, 2001 and June 30, 2005. "Monthly Mark to Market Values"
shall mean the product of the Discount Rate Factor (expressed as a percentage)
times the Total Time Deposits by maturity date. The "Discount Rate Factor" for
any deposit shall mean the product of the Discount Rate times the number of
months remaining to the deposit's maturity date divided by 12. The "Discount
Rate" shall mean the Weighted Average Rate minus the Swap Rate calculated each
month during the period June 25, 2001 to June 30, 2005.

The "Weighted Average Rate" corresponding to each monthly maturity amount shall
mean the sum of the product of each time deposit's annual percentage rate (such
rates to be identified as the coupon rates on liability accounts converted from
Seller's information system) multiplied by its respective principal and accrued
interest though the day before the Closing Date, divided by the sum of such
principal and accrued interest on these monthly maturities. The "Swap Rate"
shall be defined by converting the Bond Equivalent Rates applicable to each
month's Total Time Deposit maturities to a simple rate. The applicable Bond
Equivalent Rates (quoted as the "ask" price) shall be obtained from a U.S.
Dollar Swap Curve schedule accessed from the Bloomberg Bond Market Information
Service (specifically, schedule "Corp. SWYC"). Swap Rates not available for
specific months shall be interpolated from the rates obtained from this source.





                                     - 28 -
<PAGE>   29
Payment  Methodology:
---------------------

Payments to be made under Section 2 of this Agreement shall be calculated
according to the methodology identified below. The amounts shown (except the
0.008 premium rate, which is defined in Section 2 (a) of this Agreement)
represent estimates of their approximate values projected to the time of the
Closing, expected to occur on or about June 25, 2001, and are subject to change.


<TABLE>
<CAPTION>
<S>                                                 <C>
Total  Time  Deposits:                                   $335,000,000
Total  Mark  to  Market  Valuation:                 +       5,800,000
Total  Other  Deposits:                             +      62,000,000
                                                    -----------------

Total  Deposits:                                         $402,800,000
Total  Premium  Amount:     [x .008]                -      $3,222,400
                                                    -----------------

Payment Amount:                                          $399,577,600
</TABLE>





                                     - 29 -
<PAGE>   30
                                    Exhibit A
                                    ---------
<TABLE>
<CAPTION>
                                TOTAL TIME
                MONTHS TO       DEPOSITS BY      NUMBER OF CD   WEIGHTED                           DISCOUNT     MONTHLY MARK TO
 EXPIRATION     MATURITY        MATURITY DATE      MATURING    AVERAGE RATE        SWAP RATE       RATE         MARKET VALUES
 <S>            <C>         <C>                  <C>           <C>                 <C>             <C>          <C>
   Apr-01          0            $23,429,558          550         6.2823%            4.5180%        1.76%        $        0.00
   May-01          1            $23,344,390          520         5.9268%            4.4711%        1.46%        $   28,317.51
   Jun-01          2            $17,904,288          410         5.8570%            4.4039%        1.45%        $   43,361.42
   Jul-01          3            $24,387,360          315         6.1068%            4.3623%        1.74%        $  106,355.13
   Aug-01          4            $22,336,782           30         5.7317%            4.3330%        1.40%        $  104,144.52
   Sep-01          5            $17,301,019           22         6.0248%            4.3036%        1.72%        $  124,078.25
   Oct-01          6            $29,191,212           20         5.9512%            4.2792%        1.67%        $  244,044.81
   Nov-01          7            $17,569,001           20         6.2221%            4.2861%        1.94%        $  198,415.21
   Dec-01          8            $11,668,279           20         6.1994%            4.2931%        1.91%        $  148,291.64
   Jan-02          9            $21,562,274           20         6.1579%            4.3000%        1.86%        $  300,448.60
   Feb-02         10            $29,824,735           20         5.8272%            4.3110%        1.52%        $  376,827.75
   Mar-02         11            $29,184,336           20         6.8813%            4.3220%        2.56%        $  684,664.26
   Apr-02         12            $41,241,584           20         7.0160%            4.3330%        2.68%        $1,106,535.52
   May-02         13             $2,757,542           20         6.6966%            4.3743%        2.32%        $   69,375.18
   Jun-02         14             $2,895,304           20         6.6870%            4.4156%        2.27%        $   76,725.87
   Jul-02         15             $6,579,775           20         6.7063%            4.4569%        2.25%        $  185,012.03
   Aug-02         16             $3,267,518           20         6.1770%            4.4982%        1.68%        $   73,142.37
   Sep-02         17             $1,796,838           20         5.9814%            4.5395%        1.44%        $   36,705.12
   Oct-02         18             $5,198,279           20         6.0728%            4.5808%        1.49%        $  116,340.32
   Nov-02         19             $3,424,905           20         6.6223%            4.6221%        2.00%        $  108,466.65
   Dec-02         20             $1,770,433           20         6.3313%            4.6634%        1.67%        $   49,214.81
   Jan-03         21             $3,847,584           20         6.2507%            4.7047%        1.55%        $  104,098.83
   Feb-03         22            $15,109,241           20         5.7657%            4.7460%        1.02%        $  282,478.40
   Mar-03         23             $4,637,302           20         6.2334%            4.7873%        1.45%        $  128,537.13
   Apr-03         24             $3,800,135           20         7.0481%            4.8286%        2.22%        $  168,688.39
   May-03         25               $578,202           20         6.4678%            4.8559%        1.61%        $   19,416.79
   Jun-03         26               $244,068           20         6.3129%            4.8832%        1.43%        $    7,560.21
   Jul-03         27               $112,529           20         5.7777%            4.9105%        0.87%        $    2,195.51
   Aug-03         28               $295,548           20         6.0391%            4.9378%        1.10%        $    7,594.52
   Sep-03         29             $1,519,087           20         6.0437%            4.9651%        1.08%        $   39,595.20
   Oct-03         30             $8,744,253           20         5.8334%            4.9925%        0.84%        $  183,841.60
   Nov-03         31             $2,098,085           20         5.7258%            5.0198%        0.71%        $   38,267.68
   Dec-03         32             $1,905,489           20         5.5760%            5.0471%        0.53%        $   26,876.12
   Jan-04         33               $624,152           20         5.5267%            5.0744%        0.45%        $    7,763.29
   Feb-04         34             $1,822,054           20         5.7381%            5.1017%        0.64%        $   32,854.05
   Mar-04         35             $1,423,072           20         5.8098%            5.1290%        0.68%        $   28,256.62
   Apr-04         36             $1,280,619           20         6.3762%            5.1563%        1.22%        $   46,865.58
   May-04         37               $794,510           20         6.5693%            5.1757%        1.39%        $   34,137.87
   Jun-04         38                $40,067           20         5.6638%            5.1951%        0.47%        $      594.58
   Jul-04         39               $171,633           20         5.9655%            5.2145%        0.75%        $    4,189.16
   Aug-04         40               $236,329           20         5.9700%            5.2339%        0.74%        $    5,798.40
   Sep-04         41               $195,937           20         5.9725%            5.2533%        0.72%        $    4,814.31
   Oct-04         42               $153,988           20         6.0600%            5.2727%        0.79%        $    4,242.97
   Nov-04         43                $52,139           20         6.1619%            5.2921%        0.87%        $    1,625.00
   Dec-04         44                $41,718           20         6.2000%            5.3115%        0.89%        $    1,359.02
   Jan-05         45                $10,329           20         6.4082%            5.3309%        1.08%        $      417.24
   Feb-05         46               $859,802           20         7.0059%            5.3504%        1.66%        $   54,564.60
   Mar-05         47               $660,059           20         7.0900%            5.3698%        1.72%        $   44,472.42
   Apr-05         48             $2,965,091           20         7.0900%            5.3892%        1.70%        $  201,726.62
   May-05         49             $1,864,169           20         7.0290%            5.4037%        1.63%        $  123,721.25
   Jun-05         50               $154,372           20         6.9463%            5.4182%        1.53%        $    9,829.32

TOTAL                       $392,876,974.80                      6.2267%            4.44  %        1.78%        $5,796,849.62
</TABLE>


Swap Rates
----------
<TABLE>
<CAPTION>
Duration   4/19/2001
 Months   Bond Equiv     Simple Rate

<S>       <C>            <C>
      0     4.5691%         4.5180%
      1     4.5212%         4.4711%
      2     4.4525%         4.4039%
      3     4.4100%         4.3623%
      4     4.3800%         4.3330%
      5     4.3500%         4.3036%
      6     4.3250%         4.2792%
      9     4.3463%         4.3000%
     12     4.3800%         4.3330%
     24     4.8870%         4.8286%
     36     5.2230%         5.1563%
     48     5.4620%         5.3892%
     60     5.6410%         5.5633%
</TABLE>


TO DETERMINE THE MARK TO MARKET:

1. Each month's Total Time Deposits maturing were determined.

2. The Weighted Average Rate was determined for each month's Total Time Deposits
maturing.

3. The Swap Rate was determined for month using the Bloomberg bond Market
Information Service, (interpolated from this source when months were not
available).

4. The Discount Rate was determined by taking the difference between the
Weighted Average Rate and the Swap Rate.

5. The Monthly Mark to Market Values were determined using the discount rate.

6. The sum of all of the Monthly Mark to Market Values is the full mark to
market.




                                     - 30 -
<PAGE>   31
                                 Schedule 10(c)


None.










                                     - 31 -