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                          PURCHASE AND SALE AGREEMENT


         THIS ASSET PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of
March 29, 1998, by and between CALIFORNIA FEDERAL BANK, A Federal Savings Bank
(the "Seller") and UNION PLANTERS BANK OF FLORIDA, an insured depository
subsidiary of Union Planters Corporation (the "Purchaser").

                                R E C I T A L S

         WHEREAS, Seller desires to sell and Purchaser desires to acquire and
operate the branch offices described in Exhibit A, which is attached hereto and
incorporated herein by this reference (the "Branch Offices") and the business
conducted at the Branch Offices;

         WHEREAS, Seller desires to assign to Purchaser and Purchaser desires
to assume from Seller certain liabilities relating to the Branch Offices and
the business conducted at the Branch Offices, including certain obligations and
liabilities relating to the deposits of the Branch Offices and certain other
obligations of Seller;

         NOW, THEREFORE, in consideration of the foregoing recitals and the
following terms, covenants, and conditions, the parties agree as follows:

                                   ARTICLE I
                                  DEFINITIONS


1.1      "ACH Accounts" is defined in the definition of "Deposits".

1.2      "ACH Items" is defined in the definition of "Deposits".

1.3      "Additional Contract" is defined in Section 5.13.

1.4      "Affiliates" is defined in Section 12.1.

1.5      "Assumed Liabilities" is defined in Section 2.4.

1.6      "Assets" is defined in Section 2.1.

1.7      "ATM" is defined in Section 2.1(a).

1.8      "Book Value Schedule" is defined in Section 2.6(a).

1.9      "Branch Account" is defined in Section 5.8.

1.10     "Branch Account Report" is defined in Section 5.8.

                                       

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1.11     "Business Day" means any day (other than a Saturday) on which banking
institutions shall generally be open for the transaction of business in the
State of Florida.

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

1.13     "Cash" is defined in Section 2.1(a).

1.14     "Closing" is defined in Section 8.1(b).

1.15     "Closing Date" is defined in Section 8.1(a).

1.16     [Space reserved].

1.17     "Code" is defined in Section 2.9.

1.18     "Collection Accounts" is defined in the definition of "Deposits".

1.19     "Comparable Position" is defined in Section 6.1(b).

1.20     "Confidential Information" is defined in Section 5.2.

1.21     "Contracts" is defined in Section 2.1(f).

1.22     "Covenant Not To Compete" is defined in Section 5.10.

1.23     The term "Deposits" shall mean all deposits (as defined in Section
31(l) of the Federal Deposit Insurance Act ("FDIA") as amended, 12 U.S.C.
Section 1813(l)), including without limitation the aggregate balances of all
savings accounts (including certificates of deposit) domiciled at each Branch
Office as of the close of business on the Closing Date, including accounts
accessible by negotiable orders of withdrawal ("NOW") or other demand
instruments; all deposit accounts maintained by a customer for the stated
purpose of the accumulation of funds to be drawn upon at retirement
("Retirement Accounts"); all deposit accounts domiciled at each Branch Office
through which Seller accepts payments or deposits for credit or deposit to
another account domiciled at such Branch Office (the "Collection Accounts");
all deposit accounts subject to arrangements between the owner of the account
and a third party which directly makes 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 such accounts (such payments being hereinafter
referred to as the "ACH Items" and such accounts being hereinafter referred to
as the "ACH Accounts"); and all other accounts and deposits, together with
interest, if any, that is accrued but unposted as of the close of business on
the Closing Date.

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1.24     "Deposit Obligations" is defined in Section 2.3.

1.25     "Deposit Premium" means one hundred ten million dollars ($110,000,000)

1.26     "Designated Employees" is defined in Section 6.1(g).

1.27     "Disagreement" is defined in Section 2.7(b).

1.28     "Employees" means all persons employed by Seller at any Branch Office
and all persons serving as employees or independent contractors of FN
Investment Center, Inc. whose place of business is located at any Branch
Office.

1.29     "Encumbrances" is defined in Section 3.5.

1.30     "Environmental Laws" means all applicable federal, state and local
laws and regulations and rules relating to pollution or the discharge of
Hazardous Substances into the environment.

1.31     "ERISA" is defined in Section 6.1(c).

1.32     [Space reserved].

1.33     "Estimation Date" is defined in Section 2.6(a).

1.34     "Estimated Cash" is defined in Section 2.6(a).

1.35     "Estimated Deposits" is defined in Section 2.6(a).

1.36     "Estimated Loan Payment" is defined in Section 2.6(a).

1.37     "Estimated Pro-Rata Adjustment" is defined in Section 2.6(a).

1.38     "Estimated Transfer Amount" is defined in Section 2.6(b).

1.39     "Excluded Assets" is defined in Section 2.2(a).

1.40     "Excluded Liabilities" is defined in Section 2.2(b).

1.41     "Fee Properties" is defined in Section 2.1(c).

1.42     "FDIA" is defined in the definition of "Deposits".

1.43     "FDIC" means Federal Deposit Insurance Corporation.

1.44     "Final Settlement Date" is defined in Section 2.8.

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1.45     "Final Transfer Amount" is defined in Section 2.8.

1.46     "FIRPTA Affidavit" is defined in Section 7.1(d).

1.47     "GAAP" is defined in Section 3.11(a).

1.48     "Government Entity" is defined in Section 3.3(a).

1.49     "Hazardous Substances" means the definition of hazardous substances
set forth in the Federal Comprehensive Environmental Response Compensation and
Liability Act, as amended.

1.50     "Indemnitee" is defined in Section 12.3(a).

1.51     "Indemnifying Party" is defined in Section 12.3(a).

1.52     "Interest Period" is defined in Section 2.8.

1.53     "IRA" means individual retirement account.

1.54     "IRS" means Internal Revenue Service.

1.55     "Keogh Account" or "Keogh" has the same meaning as "Business
Retirement Plan" or "BRP".

1.56      "Leased Properties" is defined in Section 2.1(c).

1.57      "Leasehold Improvements" is defined in Section 2.1(g).

1.58      "Leases" is defined in Section 2.1(c).

1.59      [Space reserved].

1.60      "Loans" is defined in Section 2.1(b).

1.61      "Losses" is defined in Section 12.1.

1.62      "Material Adverse Effect" means (i) in the case of the Seller, a 
material adverse effect on the Assets or on the business or operations
conducted by Seller at the Branch Offices or in the case of the Purchaser, a
material adverse effect on the business or operations of Purchaser.

1.63     "Material Part" is defined in Section 2.11(d).

1.64     "Material Violation" means a violation which, individually or in the
aggregate with all 

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other such violations, would have a Material Adverse Effect or constitute or
give rise to a default under, result in the termination of or a right of
termination or cancellation under, accelerate the performance required by, or
result in the creation of any lien, pledge, security interest, charge or other
encumbrance upon any of the Assets or any of the assets of Seller relating to
the Branch Offices under any Seller Agreement.

1.65     "Names" is defined in Section 5.12.

1.66     "NOW" is defined in the definition of "Deposits".

1.67     "Notice of Disagreement" is defined in Section 2.7(b).

1.68     "Other Liabilities" is defined in Section 2.4.

1.69     "Permits" is defined in Section 3.4(c).

1.70     "Personal Property" is defined in Section 2.1(d).

1.71     "Post-Closing Schedule" is defined in Section 2.7(a).

1.72     "Properties" is defined in Section 3.9.

1.73     "Pro-Rata Adjustment" is defined in Section 2.5.

1.74     "Purchaser" means Union Planters Bank of Florida, an insured
depository subsidiary of Union Planters Corporation.

1.75     "Purchaser Agreement" is defined in Section 4.2(b).

1.76     "Purchaser's Account" is defined in Section 2.6(b).

1.77     "Purchaser's Indemnified Parties" is defined in Section 12.1.

1.78     "Real Properties" is defined in Section 3.14.

1.79     "Records" means all records and original documents in Seller's
possession which pertain to and are utilized by Seller to administer, reflect,
monitor, evidence or record information respecting the business or conduct of
any of the Branch Offices and all such records and original documents
respecting (i) the Contracts, (ii) the Assets, (iii) the Deposits and (iv) the
Employees (except confidential employee records for which consents to release
such records to Purchaser shall not have been obtained from the relevant
employee), including all such records maintained on electronic or magnetic
media in the electronic data base system of Seller or to comply with any
applicable federal or state law or governmental regulation to which the
Deposits are subject, including but not limited to Federal Reserve Board
Regulation E (12 C.F.R. ss.205), Federal Reserve Board Regulation CC 

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(12 C.F.R. ss.229) and the escheat and unclaimed property laws of the State of
Florida.

1.80     "Requisite Regulatory Approvals" is defined in Section 9.1.

1.81     "Retirement Accounts" is defined in Section 1.23.

1.82     "Returned Items" is defined in Exhibit B.

1.83     "Review Period" is defined in Section 2.7(b).

1.84     "Safe Deposit Box Assets" is defined in Section 2.1(h).

1.85     "Seller" means California Federal Bank, A Federal Savings Bank.

1.86     "Seller Agreement" is defined in Section 3.2(b)(iii).

1.87     "Seller's Account" is defined in Section 2.8.

1.88     "Seller's Indemnified Parties" is defined in Section 12.2.

1.89     "SAIF" means Savings Association Insurance Fund.

1.90     "Taxes" means all taxes, charges, fees, levies or other like
assessments, including, without limitation, income, gross receipts, excise,
real and personal and intangible property, sales, use, transfer, withholding,
license, payroll, recording, ad valorem and franchise taxes imposed by the
United States, or any state, local or foreign government or subdivision or
agency thereof; and such term shall include any interest, penalties or
additions to tax attributable to such assessments.

1.91     "Tax Return" shall mean any report, return or other information
required to be supplied to a taxing authority in connection with Taxes.

1.92     "Taxpayer Information" is defined in Exhibit B.

1.93     "Termination Date" is defined in Section 13.1(b).

1.94     "TIN" means taxpayer identification number.

1.95     "Third Party" is defined in Section 12.3(a).

1.96     "Third Party Claim" is defined in Section 12.3(a).

1.97     "Transfer Taxes" is defined in Section 7.1(b).

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                                   ARTICLE II
                TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES

2.1      Purchase and Sale of Assets.

         On the Closing Date, Seller shall sell, transfer, assign, convey and
deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all
of Seller's right, title and interest in and to the following assets
(collectively, the "Assets") relating to the Branch Offices as of the Closing
Date:

         (a) Cash on Hand. All petty cash, vault cash, teller cash, automated
teller machine ("ATM") cash and any other cash at or held for the account of
the Branch Offices (the "Cash") as of the close of business on the Closing
Date.

         (b) Loans. All savings account loans secured by an interest in
Deposits and loans made by the Branch Offices in connection with automatic loan
reserves (i.e., overdraft protection), together with all interest thereon that
shall accrue but not be received by Seller on or prior to the Closing Date (the
"Loans"). Prior to the Closing Date, Seller shall provide Purchaser with
Schedule 2.1(b) which sets forth all Loans.

         (c) Real Property. (i) All real property described on Schedule
2.1(c)(i), including the buildings, improvements and structures thereon and the
appurtenances belonging thereto (the "Fee Properties") and (ii) all leasehold
interests in real property identified on Schedule 2.1(c)(ii) (the "Leased
Properties") and all of Seller's rights with respect to the occupancy of the
Leased Properties (the "Leases").

         (d) Personal Property. The personal property set forth on Schedule
2.1(d)-1, which is located at the Branch Offices on the Closing Date and owned
by Seller (including without limitation furniture, fixtures and equipment) but
excluding the property set forth on Schedule 2.1(d)-2 ("Personal Property").

         (e) Records. All segregated Records.

         (f) Contracts. The contract rights, licenses, permits, approvals,
authorizations and franchises set forth on Schedule 2.1(f), together with any
additional contract rights added to such Schedule pursuant to Section 5.13
hereof (the "Contracts").

         (g) Leasehold Improvements. All leasehold improvements (to the extent
 not otherwise included as Personal Property) located at the Branch Offices on
the Closing Date (the "Leasehold Improvements").

         (h) Safe Deposit Box Assets. All assets including, but not limited to,
safe deposit 


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contracts and leases related to the safe deposit box business located at the
Branch Offices as of the close of business on the Closing Date (the "Safe
Deposit Box Assets").

         (i) Intangibles. The Covenant Not to Compete and the core deposit
intangibles associated with the assumption of Deposits pursuant to Section 2.3
hereto.

2.2      Excluded Assets and Liabilities.

         (a) It is understood and agreed that Purchaser is not acquiring from
Seller, and Seller shall retain ownership of all right, title and interest in
and to, any property or asset which is not being transferred pursuant to
Section 2.1 hereof (including but not limited to (i) the existing or any
currently anticipated future name of Seller or derivation thereof and (ii) any
logos, service marks, trademarks, advertising material, slogans, or similar
items used on or prior to the Closing Date by Seller in connection with its
business) and the assets and liabilities set forth on Schedule 2.2
(collectively, the "Excluded Assets").

         (b) Except as expressly set forth in this Agreement, Purchaser shall
not assume or be liable for any of the debts, obligations or liabilities of
Seller of any kind or nature whatsoever (whether or not accrued or fixed,
absolute or contingent, known or unknown), and Seller shall remain and be
solely and exclusively liable with regard to such debts, liabilities and
obligations (collectively, the "Excluded Liabilities").

2.3      Assignment and Assumption of Deposits.

               At the Closing, Seller shall assign to Purchaser, and Purchaser
shall (a) accept and assume from Seller and (b) pay, perform and discharge all
obligations with respect to and be solely liable for all Deposits domiciled at
the Branch Offices (the "Deposit Obligations"). Prior to the Closing Date,
Seller shall provide Purchaser with Schedule 2.3 which sets forth a list of all
the Deposits as of the date of the Schedule.

2.4      Assignment and Assumption of Other Liabilities.

         Subject to the terms and conditions set forth in this Agreement, on
the Closing Date, Seller shall assign to Purchaser, and Purchaser shall (a)
accept and assume from Seller and (b) pay, perform and discharge all
obligations with respect to and be solely liable for, the liabilities and
obligations that arise under the Leases and the Contracts, which liabilities
and obligations become due and payable after the Closing Date (the "Other
Liabilities"). The Deposit Obligations and the Other Liabilities shall
collectively be referred to as the "Assumed Liabilities".

2.5      Adjustment for Income, Expenses, Pre-Payments and Fees.




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         (a) All items of income, operating expenses, pre-payments and fees
relating to the Assets and Assumed Liabilities, whether incurred, accrued,
assessed, paid, prepaid, or otherwise attributable to the operation of the
Branch Offices or the maintenance of the Deposit Obligations prior to, on or
after the Closing Date (including without limitation, wages, salaries, rents,
equipment charges, safe deposit fees, utility payments, personal property
taxes, nondelinquent real property taxes, insurance, assessments and other
costs, expenses, investments and capital expenditures relating to the Branch
Offices or the Fee Properties, any fees paid or payable to Seller with respect
to the Loans or the IRA and Keogh Accounts, and any FDIC/SAIF fees, premiums or
assessments), shall be pro-rated between the parties as of the Closing Date.
Seller shall be responsible for (or entitled to receive, as the case may be)
all such items which are allocable to the period on or prior to the Closing
Date, and Purchaser shall be responsible for (or entitled to receive, as the
case may be) all such items which are allocable to the period subsequent to the
Closing Date. With regard to the pro-ration of FDIC/SAIF fees and premiums, the
amount for which Purchaser is responsible shall include, in addition to any
prepaid assessment, that portion of the FDIC deposit insurance assessment
payable by Seller on the payment date next succeeding the Closing Date in
respect of the portion of Seller's insurance assessment attributable to the
deposits assumed by Purchaser pursuant to the Agreement for the period
subsequent to the Closing Date; and such assessment shall be based on the
insurance assessment rate payable by Seller. The aggregate net amount of such
proration adjustments shall be referred to herein as the "Pro-Rata Adjustment".
The Pro-Rata Adjustment shall be included as part of the calculation of the
Estimated Transfer Amount and the Final Transfer Amount as provided for in this
Agreement.

         (b) The Pro-Rata Adjustment shall include the dollar amount of all
security deposits which Seller has paid to lessors under the Leases, as
indicated in the assignments to be signed by such lessors.

         (c) To the extent that any of the items of income, fees or expenses
described in paragraph (a) of this section are not discovered prior to the
preparation of the Post-Closing Schedule, the parties shall cooperate with one
another so that Purchaser or Seller, as the case may be, pays any such fee or
expense, or receives any such income, depending upon whether such fee, expense
or income relates to the period before, on or after the Closing Date.

         (d) All prorations made pursuant to this section shall be based upon
the ratio of the number of days up to and including the Closing Date related to
such item compared to the total number of days related to such item.

2.6      Estimated Transfer Payment.

         (a) Five (5) Business Days prior to the Closing, Seller shall deliver
to Purchaser a schedule estimating the following, in each case as of the close
of business on the last day of the month preceding the month in which the
Closing Date shall occur (the "Estimation Date"): (i) the aggregate balance of
the Deposits (the "Estimated Deposits"), (ii) the aggregate book value, net of
specific loan loss reserves, of the Loans, plus (to the extent not reflected in
such book value) all interest thereon that shall accrue but not be received by
Seller on or prior to the Estimation Date (such book value,

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as so adjusted, the "Estimated Loan Payment"), (iii) the aggregate amount of
the Cash (the "Estimated Cash") and (iv) the Pro-Rata Adjustment (the
"Estimated Pro-Rata Adjustment"). At the Closing, Seller shall deliver to
Purchaser a true and complete schedule (the "Book Value Schedule") setting
forth the aggregate book value, net of accumulated depreciation, as of the
Closing Date, of the Personal Property located at the Branch Offices, the
Leasehold Improvements and the Fee Properties.

         (b) In connection with the sale by Seller to Purchaser of the Assets
and the assumption by Purchaser of the Deposits as provided for herein, at the
Closing, Seller shall transfer to Purchaser in immediately available funds, by
wire transfer to an account designated in writing by Purchaser to Seller at
least two days prior to the Closing Date ("Purchaser's Account"), an amount
(the "Estimated Transfer Amount") equal to the Estimated Deposits minus the sum
of (i) the "Deposit Premium", (ii) the Estimated Loan Payment, (iii) the
Estimated Cash, (iv) the aggregate book value (net of accumulated depreciation)
as of the Closing Date of the Personal Property located at the Branch Offices,
the Leasehold Improvements and the Fee Properties (not to exceed $5,220,000)
and (v) the Estimated Pro-Rata Adjustment.

2.7      Post-Closing Schedule.

         (a) Within ten (10) Business Days after the Closing Date, Seller shall
deliver to Purchaser a schedule (the "Post-Closing Schedule") setting forth the
actual amount of (i) the aggregate balance of the Deposits as of the close of
business on the Closing Date, (ii) the aggregate book value, net of specific
loan loss reserves, as of the Closing Date of the Loans, plus (to the extent
not reflected in such book value) all interest thereon that shall accrue but
not be received by Seller on or prior to the Closing Date, (iii) the aggregate
amount of the Cash as of the close of business on the Closing Date, (iv) the
Deposit Premium and (v) the Pro-Rata Adjustment. Purchaser shall cooperate with
Seller in the preparation of the Post-Closing Sched ule. Purchaser shall
provide Seller and its independent accountants with reasonable access to the
books, records, facilities and personnel of the Branch Offices in a manner
which does not unduly disrupt or interfere with the operation of the Branch
Offices so that Seller and its independent accountants may prepare the
Post-Closing Schedule.

         (b) Within thirty (30) calendar days after delivery of the
Post-Closing Schedule to Purchaser (the "Review Period"), Purchaser may dispute
all or any portion of the Post-Closing Schedule by giving written notice (a
"Notice of Disagreement") to Seller setting forth in reasonable detail the
basis for such dispute (hereinafter called a "Disagreement"). The failure by
Purchaser to deliver a Notice of Disagreement during the Review Period shall
constitute an irrevocable acceptance by Purchaser of the Post-Closing Schedule
in the form delivered by Seller. If Purchaser delivers a Notice of Disagreement
during the Review Period, the parties shall promptly commence good faith
negotiations with a view to resolving such Disagreement. If Seller shall not
dispute all or any portion of the Notice of Disagreement by giving written
notice to Purchaser setting forth in reasonable detail the basis for such
dispute within 10 Business Days following the delivery of the Notice of
Disagreement, Seller shall be deemed to have irrevocably accepted the
Post-Closing Schedule as modified by the Notice of Disagreement.

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         (c) If Seller disputes all or any portion of the Notice of
Disagreement within the 10 Business Days following the delivery of the Notice
of Disagreement and the parties are not able to resolve any Disagreement within
30 calendar days after the delivery by Seller of its dispute of the Notice of
Disagreement, such Disagreement shall be referred to a nationally recognized
accounting firm for determination of the disputed amounts in accordance with
this Agreement. If Purchaser and Seller do not promptly agree on the selection
of a nationally recognized accounting firm, their respective independent public
accountants shall immediately select such accounting firm. The determination of
such firm shall be final and binding upon the parties and the amount so
determined shall be used to complete the final Post-Closing Schedule. Such firm
shall render its determination as soon as practicable after referral of the
Disagreement. The fees and expenses of such firm shall be paid one-half by
Purchaser and one-half by Seller. The parties shall cooperate with each other
and such firm with respect to the resolution of any Disagreement, such
cooperation to include reasonable access to books, records, facilities and
personnel.


2.8      Final Settlement.

         On the Business Day immediately following the day on which the
Post-Closing Schedule is finally determined pursuant to the terms of Section
2.7 of this Agreement (the "Final Settlement Date"), the Estimated Transfer
Amount shall be recalculated using the amounts reflected in the final
Post-Closing Schedule (the "Final Transfer Amount"). If the Final Transfer
Amount exceeds the Estimated Transfer Amount, Seller shall pay the difference
to Purchaser by wire transfer in immediately available funds to Purchaser's
Account. If the Estimated 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 in writing by Seller ("Seller's
Account"). Any payment pursuant to this section shall include interest on such
amount for the number of days after the Closing Date to, but excluding, the
Final Settlement Date (the "Interest Period") calculated at the Federal Funds
Rate as published in the "Money Rates" section of The Wall Street Journal as of
the Closing Date.

2.9      Allocation of Purchase Price.

         The consideration paid by Purchaser to Seller pursuant to this
Agreement shall be allocated among the Assets, including any intangible assets,
as set forth on Schedule 2.9. The allocation of the purchase price was
bargained and negotiated for, and each party agrees to report the transactions
contemplated hereby for federal income tax and all other tax purposes
(including, without limitation, for purposes of Section 1060 of the Internal
Revenue Code of 1986, as amended (the "Code")) in a manner consistent with the
allocation set forth on Schedule 2.9 determined pursuant to this Section 2.9
and in accordance with all applicable rules and regulations, and to take no
position inconsistent with such allocation in any administrative or judicial
examination or other proceeding. Each of Purchaser and Seller shall timely file
the appropriate forms in accordance with the requirements of Section 1060 of
the Code and this section.

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2.10     Limited Warranty; Nonrecourse; Conveyance

         (a) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE
CONVEYANCE OF ALL ASSETS, INCLUDING PERSONAL PROPERTY INTERESTS, PURCHASED BY
PURCHASER UNDER THIS AGREEMENT AND UNDER ANY CONVEYANCING DOCUMENT EXECUTED IN
CONNECTION HEREWITH SHALL BE MADE, AS NECESSARY, BY SELLER'S BARGAIN AND SALE
DEED WITHOUT COVENANTS, ASSIGNMENT OR BILL OF SALE, IN "AS IS" AND "WHERE IS"
CONDITION, WITHOUT RECOURSE AND, WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT
TO SUCH ACQUIRED ASSETS, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE,
ENVIRONMENTAL CONDITION, ENFORCEABILITY, COLLECTABILITY, DOCUMENTATION OR
FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), CONDITION OF PROPERTY
OR ANY OTHER MATTER.

         (b) Purchaser shall prepare and deliver to Seller, and Seller shall
execute and deliver to Purchaser, such further instruments and documents of
conveyance (in form and substance satisfactory to Seller and Purchaser) as
shall be reasonably necessary to vest in Purchaser the full legal or equitable
title of Seller in and to the Acquired Assets.

         (c) On and after the Closing Date, Purchaser shall execute,
acknowledge and deliver all such acknowledgments and other instruments as
Seller shall reasonably request to effectively relieve and discharge Seller
from any of the Assumed Liabilities.

2.11     Risk of Loss; Repairs.

         (a) If, on or before the Closing Date, any of the Leased Properties or
Fee Properties is damaged in material part by fire or other cause, Seller shall
promptly notify Purchaser thereof in writing. In such event, Seller may elect
to:

                  (i) In the case of the Fee Property or Leased Property, allow
         as a credit against the purchase price an amount equal to the
         estimated cost of restoration (to the extent of the damaged property
         interest owned by Seller) as determined by an independent construction
         contracting firm satisfactory to both Seller and Purchaser; or

                  (ii) (A) In the case of the Fee Property, assign at Closing
         to Purchaser, without recourse to Seller, the insurance proceeds for
         the casualty and the right to collect same, without any abatement to
         the purchase price or (B) in the case of a Leased Property, assign at
         Closing to Purchaser, without recourse to Seller, the insurance
         proceeds for the casualty and the right to collect same (but only to
         the extent that Seller, pursuant to the terms of the applicable lease,
         is entitled to such insurance proceeds payable in connection with such
         fire or other cause), without any abatement to the purchase price.

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         (b) If, on or before the Closing Date, any condemnation or eminent
domain proceedings are initiated which could result in the taking of any part
of any Fee Property or Leased Property, Seller shall promptly notify Purchaser
of the initiation of any such proceedings. Upon receipt of such notice, if a
material part of the premises is to be taken, Purchaser may elect to:

                  (i) (A) In the case of the Fee Property, consummate the
         purchase of the Fee Property and receive an abatement to the purchase
         price in an amount equal to the book value of the Fee Property at such
         time, in which case Seller shall receive and retain any award made in
         connection with such condemnation or eminent domain proceedings or (B)
         in the case of a Leased Property, consummate the purchase of the real
         property leasehold interest in such Leased Property and receive an
         abatement to the purchase price in an amount equal to the current book
         value of the real property leasehold interest in such Leased Property,
         in which case Seller shall receive any award made in connection with
         such condemnation or eminent domain proceedings which is payable to
         Seller pursuant to the applicable lease; or

                  (ii) (A) In the case of the Fee Property, consummate the
         purchase of the Fee Property without abatement to the purchase price,
         in which event Seller shall assign to Purchaser, without recourse to
         Seller, all of Seller's right, title and interest in and to any award
         made in connection with such condemnation or eminent domain
         proceedings or (B) in the case of a Leased Property, consummate the
         purchase of the real property leasehold interest in such Leased
         Property, without abatement to the purchase price, in which event
         Seller shall assign to Purchaser, without recourse to Seller, all of
         Seller's right, title and interest in and to any award made in
         connection with such condemnation or eminent domain proceedings as
         provided in the applicable lease.

         (c) Purchaser shall have ten (10) Business Days from the date of
receipt of Seller's written notice within which to make such election, and a
failure to make an election shall be deemed an election to consummate this
transaction pursuant to subsection 2.11(a)(i) or 2.11(b)(i) above, as
applicable.

         (d) A "material part" shall be deemed to mean (i) any taking or damage
which would leave remaining a balance of such Fee Property or Leased Property
which, due either to the area so taken or damaged or the location of the part
so taken or damaged in relation to the part not so taken or damaged, would not
permit it to be used effectively for its intended purpose and, under economic
conditions, zoning laws or building regulations then existing or prevailing,
would not readily accommodate a new or reconstructed building or buildings of a
type not materially different from the building or buildings existing on the
date of such taking or damage or (ii) any damage or taking that would require
Purchaser to incur costs or expenses exceeding fifty thousand dollars ($50,000)
to repair the branch or to compensate for such taking.

         (e) If any Fee Property or Leased Property requires any capital
improvements between the date of this Agreement and the Closing Date, Seller
shall give Purchaser notice of the proposed improvements and the cost thereof.
If Purchaser does not object to such proposal within five (5)

                                       13

<PAGE>



Business Days, Seller shall have the right to make such capital improvements
and the cost of such capital improvements shall be added to the purchase price.


                                  ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as follows:

3.1      Corporate Organization and Powers.

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

         (b) Seller has the corporate power and authority to own, lease or
operate the Assets and to carry on the business of the Branch Offices as
presently conducted and is duly qualified and in good standing to do business
in each jurisdiction in which the nature of its business or the ownership or
leasing of its properties makes such qualification necessary, except where the
failure to be so qualified would not, individually or in the aggregate with all
other such failures, have a Material Adverse Effect.

         (c) Seller's deposits are, subject to applicable monetary limits
established by law, insured by the SAIF of the FDIC, and all premiums and
assessments required in connection therewith have been paid when due by Seller.

3.2      Corporate Authority; No Violation.

         (a) Seller has the corporate power and authority to execute and
deliver this Agreement and any documents, agreements or instruments to be
executed by Seller pursuant to this Agreement, and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of
this Agreement and any documents, agreements or instruments to be executed by
Seller pursuant to this Agreement, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary
corporate action on the part of Seller, and no further corporate authorization
on the part of Seller is necessary to approve this Agreement or to consummate
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by Seller. Assuming the due authorization, execution and delivery of
this Agreement by Purchaser, and except as enforcement may be limited by
general principles of equity, whether applied in a court of law or a court of
equity, and by bankruptcy, insolvency and similar laws affecting creditors'
rights and remedies generally, (i) this Agreement constitutes a legal, valid
and binding obligation of Seller, enforceable against Seller in accordance with
its terms and (ii) the other documents, agreements and instruments to be
delivered by Seller to Purchaser pursuant to this Agreement, when executed and
delivered, will be duly executed and delivered by Seller and will constitute
legal, valid and binding obligations of Seller.

                                       14

<PAGE>




         (b) The execution and delivery by Seller of this Agreement or any
document, agreement or instrument to be executed by Seller pursuant to this
Agreement, the consummation by Seller of the transactions contemplated hereby
or thereby, and compliance by Seller with the terms or provisions hereof or
thereof, shall not result:

                  (i) in a violation of any provision of the Charter or Bylaws
         of Seller,

                  (ii) in a Material Violation of any statute, code, ordinance,
         rule, regulation, judgment, order, writ, decree or injunction
         applicable to Seller or any of its properties or assets (including,
         without limitation, the Assets), or

                  (iii) in a Material Violation of any note, bond, mortgage,
         indenture, deed of trust, license, lease, agreement, or other
         instrument or obligation to which Seller is a party or by which Seller
         or any of the Assets may be bound or affected (a "Seller Agreement").

3.3      Consents and Approvals.

         (a) Except as set forth on Schedule 3.3, Seller is not required to
obtain any consent, approval, order, authorization, registration, declaration
from, or to make any filing with, any court, agency, or governmental authority
or instrumentality (each a "Governmental Entity") or any other third party in
connection with (a) Seller's execution and delivery of this Agreement or any
document, agreement or instrument to be executed pursuant to this Agreement or
(b) the consummation by Seller of the transactions contemplated hereby or
thereby (including without limitation the transfer of the Assets to Purchaser).

         (b) As of the date of this Agreement, Seller knows of no reason,
specifically relating to its business or operations, why all of the Requisite
Regulatory Approvals shall not be obtained.

3.4      Compliance With Law.

         (a) Except as set forth on Schedule 3.4, with respect to the Assets
and the business of the Seller related to the Branch Offices, Seller is in
compliance in all material respects with the provisions of all applicable
federal, state and local statutes, regulations and ordinances, and Seller will
not be in default in any material respect under any said statutes, regulations
and ordinances.

         (b) Except as set forth on Schedule 3.4, and except for regularly
scheduled examinations, audits and full and limited scope reviews conducted by
governmental authorities under applicable laws relating to federal savings
banks and their holding companies, no investigation or review by any
governmental authority concerning any possible conflicts or violations by
Seller is pending or threatened to the knowledge of Seller.

         (c) Seller has all licenses, franchises, permits, certificates of
public convenience, orders 

                                      15

<PAGE>



and other authorizations ("Permits") of all federal, state and local
governments and governmental authorities necessary for the lawful conduct of
the business being conducted at each of the Branch Offices, all such Permits
shall be valid and in good standing, and all such Permits will not be subject
to any suspension, modification or revocation or proceedings related thereto
except where the failure to have such Permits, or the invalidity thereof, would
not, individually or in the aggregate, have a Material Adverse Effect.

3.5      Title to Assets.

         As of the Closing Date, Seller or one of its subsidiaries will have,
and will deliver to Purchaser at the Closing, good, valid and, with respect to
the Fee Properties, insurable title to, and, with respect to leased property, a
valid leasehold interest in, all of the Assets, free and clear of all
mortgages, claims, charges, liens, encumbrances, easements, limitations,
restrictions, commitments and security interests ("Encumbrances") except for
Encumbrances:

         (a) Securing any Assumed Liability;

         (b) Disclosed on Schedule 3.5 or properly recorded in any title
reports, opinions or insurance binders delivered or made available to Purchaser
prior to the execution of this Agreement;

         (c) Incurred in connection with the acquisition of property and
securing the purchase price therefor, in either case only if such liability
relating thereto is an Assumed Liability;

         (d) For Taxes or assessments, special or otherwise, either not due and
payable or being contested in good faith and subject to escrow, reserves, or
other appropriate protection for Purchaser;

         (e) Consisting of easements, rights of way, restrictions, covenants of
record, claims and covenants not shown on record, and other similar charges and
encumbrances which, if the rights granted under such instruments were
exercised, would not individually, or in the aggregate, impair or interfere
with the present and continued use and operation of the affected property;


         (f) Consisting of rights of parties in possession, matters which would
be shown on an accurate survey, and any other defect or exception to title,
which in any case does not materially impair the use, operation, value or
marketability of the Asset to which it relates; and

         (g) Consisting of, with respect to each Fee Property, any other title
exceptions affecting the Fee Property which do not impair or interfere with the
present and continued use and operation of the Fee Property. Seller shall
cooperate with Purchaser to remove those encumbrances on the Fee Property which
the title company may agree to delete as exceptions to the title thereto, but
the title company's failure to delete any such encumbrance shall not constitute
a breach of this representation.

3.6      Contracts and Leases.

                                       16

<PAGE>




         (a) Seller is not a party to or bound by any agreements or
arrangements for the purchase or sale of any of the Assets, or for the grant of
any preferential right to purchase any of the Assets, other than in the
ordinary course of business.

         (b) Schedule 3.6(b) sets forth each Contract for transactions:

                  (i) with an aggregate value of five thousand dollars ($5,000)
         or more during the past three (3) months or twenty-five thousand
         dollars ($25,000) or more during the past 12 months;

                  (ii) with a remaining term of more than one (1) year; or

                  (iii) that has or may have a material effect on the Assets or
         on the business or operations conducted by Seller at the Branch
         Offices.

         (c) Upon the Closing, each of the Contracts set forth on Schedule
3.6(b):

                  (i) will constitute the legal, valid and binding obligation
         of Seller, and to the knowledge of Seller, each of the other parties
         thereto,

                  (ii) will be enforceable in accordance with its terms, and

                  (iii) will not be subject to any material defaults or
         existing acts, events or conditions which, with notice or lapse of
         time, or both, will result in a material default under any of such
         Contract.

         Seller has made available to Purchaser true and correct copies of each
Contract set forth on Schedules 2.1(f) and 3.6(b), and all attachments,
amendments and addenda thereto, excluding those Contacts added pursuant to
Section 5.13.

         (d) Seller has delivered to Purchaser true, complete and correct
copies of the Leases, together with all amendments, modifications, and other
changes. The Leases are also listed on Schedule 3.6(b).

         (e) All sums due and owing by Seller pursuant to the Leases, through
the Closing Date, have or will be paid prior to the Closing Date.

         (f) Except as set forth on Schedule 3.6(f), Seller did not sublease
any of its interests in any Leased Property.

         (g) Seller has not received any notice of (i) non-compliance with any
restriction encumbering any Leased Property, or (ii) any zoning violations
adversely affecting the value or use of any Leased Property or (iii) any
default in connection with any of the Leases.

                                       17

<PAGE>




3.7      Assignment of Assumed Liabilities.

         As of the Closing Date, each of the Assumed Liabilities will be
assigned to Purchaser, and to the best of Seller's knowledge, there are no
material defaults under any of such Assumed Liabilities.

3.8      Litigation.

         Schedule 3.8 sets forth each action, suit, proceeding, inquiry or
investigation, at law or in equity, before any court, arbitrator, mediator or
any governmental body, agency or official, pending, or, to Seller's knowledge,
threatened, against Seller relating to any of the Assets, Assumed Liabilities,
or the business or operation of the Branch Offices ("Legal Action").

         Except as set forth on Schedule 3.8, there is no action, suit, or
proceeding, at law or in equity, before any court or any governmental body,
agency or official, wherein an unfavorable decision, ruling or finding would
adversely affect (a) the validity or enforceability of this Agreement or any
document necessary to consummate the transactions contemplated herein, (b) the
consummation of the transactions contemplated hereby, (c) any approval, consent
or permission required to be obtained by Seller hereunder, (d) the ability of
Seller to perform its obligations under this Agreement or (e) the business or
operations of any of the Branch Offices.

3.9      Environmental.

         Seller represents and warrants concerning the Fee Properties, the
Leased Properties and all other property contained therein which shall be
transferred pursuant hereto (for purposes of this Section 3.9, "properties")
that, except as set forth on Schedule 3.9 and breaches of this representation
that, individually or in the aggregate, would not have a Material Adverse
Effect on the Acquired Assets or the Assumed Liabilities:

         (a) Except as otherwise provided herein or as disclosed in any
environmental studies, reports, investigations or other documents referred to
in this section, such properties are and have been in substantial compliance
with all Environmental Laws,

         (b) there has been no storage, disposal, arrangement for disposal,
presence or release of Hazardous Substances, from, in, upon or below any such
properties,

         (c) Seller has not engaged in any activity that involves or involved
the generation, use, manufacture, treatment, transportation, storage in tanks
or otherwise, or disposal of Hazardous Substances on or from any property,

         (d) Seller has not received any communication from any person or
entity that alleges a violation of Environmental Laws concerning, or that
Seller may be responsible for any Loss (as defined in this Agreement) under
Environmental Laws with respect to, any of the properties,


                                      18
<PAGE>

         (e) Seller has not received any claim, action, demand, or
investigation from any person or entity alleging or describing potential Loss
under Environmental Laws based on or resulting from (a) the presence, release
or threatened release of any Hazardous Substance from, in, upon or below any of
the properties or (b) the violation or alleged violation of any Environmental
Laws concerning any of the properties, and

         (f) Seller has made available to Purchaser copies of all environmental
studies, reports, investigations and other documents relating to the properties
of which Seller has possession.

3.10     Finders or Brokers.

         Except as disclosed on Schedule 3.10, Seller has not paid or agreed to
pay any fee or commission to any agent, broker, finder or other person for or
on account of services rendered as a broker or finder in connection with this
Agreement or the transactions covered and contemplated hereby.

3.11     Financial Information.

         (a) The books of account of the Branch Offices fairly and accurately
reflect the respective Assets and Assumed Liabilities of the Branch Offices, in
accordance with generally accepted accounting principles ("GAAP") or regulatory
accounting principles, whichever is applicable, consistently applied.

         (b) The books of account of the Branch Offices (i) are being
maintained by Seller substantially in accordance with applicable legal and
accounting requirements and (ii) reflect only actual transactions.

3.12     Taxes.

         (a) All Taxes which are due or payable by Seller relating to the
Assets (except those Taxes which are Purchaser's responsibility under a
different covenant of this Agreement) have been paid in full or properly
accrued and adequately provided for by reserves shown in the books and records
of Seller, or will be so paid or accrued and provided for in the books and
records of the Seller.

         (b) All Tax Returns required to be filed with respect to the Assets
have been filed with the appropriate federal, state or local taxing authority
and each such Tax Return is true, complete and correct in all material
respects.

         (c) All Taxes shown to be due on such Tax Returns, and all Taxes
arising from or attributable to the Assets required to be withheld by or with
respect to the Seller have been paid or, if applicable, withheld and paid to
the appropriate taxing authority, other than those Taxes the failure of which
to be paid would not result in a lien on the Assets or become a liability of
Purchaser.



                                      19
<PAGE>

         (d) No notice of deficiency or assessment of Taxes has been received
from any taxing authority with respect to the Assets.

         (e) There are no ongoing audits or examinations of any of the Tax
Returns relating to or attributable to the Assets, other than with respect to
Taxes that would not result in a lien on the Assets or become a liability of
Purchaser.

         (f) No consents or waivers to extend the statutory period of
limitations applicable to the assessment of any Taxes with respect to the
Assets has been granted, other than with respect to Taxes that would not result
in a lien on the Assets or become a liability of Purchaser.

3.13     Approvals.

         As of the date of this Agreement, Seller knows of no reason why all of
the Requisite Regulatory Approvals shall not be obtained.

3.14     State of the Real Property.

         The following are true statements with respect to the Fee Properties
and the Leased Properties (for purposes of this Section 3.14, collectively
"Real Properties"):

         (a) Schedule 3.14 contains a list, that is complete and accurate in
all material respects, which sets forth as of a recent date identified on said
schedule (i) the address of each Fee Property and Leased Property and (ii) the
Leases with respect to the Leased Properties and all material amendments
thereto;

         (b) The improvements and building systems are in good operating
condition and repair, subject to ordinary wear and tear and routine maintenance
needs; and

         (c) The present use, operation and physical condition of the Real
Properties are in material compliance with all applicable laws.

3.15     Employees.

         (a) There are no claims (statutory or otherwise), demands, proceedings
or other actions pending or, to Seller's actual knowledge, threatened against
Seller by (a) any of its present or former employees at the Branch Offices or
(b) any person who sought to become employed by Seller at the Branch Offices.

         (b) None of the Employees is a member of any labor union or is
otherwise subject to collective bargaining.

3.16     Deposits and Branches.



                                      20
<PAGE>

         (a) The Deposits are insured by SAIF up to the maximum extent
permitted by law, and Seller has filed and will file all reports and paid all
fees, premiums and assessments required under the Federal Deposit Insurance
Act, as amended.

         (b) The Branch Offices constitute all of the banking offices, which
accept deposits, of the Seller, and its affiliates, which are located in the
State of Florida.


                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:

4.1.     Corporate Organization and Powers.

         (a) Purchaser is an insured depository institution, duly organized,
validly existing and in good standing under the laws of the State of Florida.

         (b) Purchaser has the corporate power and authority to own, lease or
operate the Assets and to carry on the business of the Branch Offices as
presently conducted and is duly qualified and in good standing to do business
in each jurisdiction in which the nature of its business or the ownership or
leasing of its properties makes such qualification necessary, except where the
failure to be so qualified would not, individually or in the aggregate with all
other such failures, have a Material Adverse Effect.

         (c) Purchaser's deposits are, subject to applicable monetary limits
established by law, insured by the FDIC, and all premiums and assessments
required in connection therewith have been paid when due by Purchaser.

4.2      Corporate Authority; No Violation.

         (a) Purchaser has the corporate power and authority to execute and
deliver this Agreement and any documents, agreements or instruments to be
executed by Purchaser pursuant to this Agreement, and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of
this Agreement and any documents, agreements or instruments to be executed by
Purchaser pursuant to this Agreement, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary
corporate action on the part of Purchaser, and no further corporate
authorization on the part of Purchaser is necessary to approve this Agreement
or to consummate the transactions contemplated hereby. This Agreement has been
duly executed and delivered by Purchaser. Assuming the due authorization,
execution and delivery of this Agreement by Seller, and except as enforcement
may be limited by general principles of equity, whether applied in a court of
law or a court of equity, and by bankruptcy, insolvency and similar laws
affecting creditors' rights and remedies generally, (i) this Agreement
constitutes a legal, valid and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms 


                                      21
<PAGE>

and (ii) the other documents, agreements and instruments to be delivered by
Purchaser to Seller pursuant to this Agreement, when executed and delivered,
will be duly executed and delivered by Purchaser and will constitute legal,
valid and binding obligations of Purchaser.

         (b) The execution and delivery by Purchaser of this Agreement or any
document, agreement or instrument to be executed by Purchaser pursuant to this
Agreement, the consummation by Purchaser of the transactions contemplated
hereby or thereby, and compliance by Purchaser with the terms or provisions
hereof or thereof, shall not result:

                  (i) in a violation of any provision of the Charter or Bylaws
         of Purchaser,

                  (ii) in a material violation of any statute, code, ordinance,
         rule, regulation, judgment, order, writ, decree or injunction
         applicable to Purchaser or any of its properties or assets (including,
         without limitation, the Assets), or

                  (iii) in a material violation of any note, bond, mortgage,
         indenture, deed of trust, license, lease, agreement, or other
         instrument or obligation to which Purchaser is a party or by which
         Purchaser or any of the Assets may be bound or affected (a "Purchaser
         Agreement").

4.3      Consents and Approvals.

         (a) Except as set forth on Schedule 4.3, Purchaser is not required to
obtain any consent, approval, order, authorization, registration, declaration
from, or to make any filing with, any Governmental Entity or any other third
party in connection with (a) Purchaser's execution and delivery of this
Agreement or any document, agreement or instrument to be executed pursuant to
this Agreement or (b) the consummation by Purchaser of the transactions
contemplated hereby or thereby.

         (b) As of the date of this Agreement, Purchaser knows of no reason,
specifically relating to its business or operations, why all of the Requisite
Regulatory Approvals shall not be obtained.

4.4      Litigation.

         Except as set forth on Schedule 4.4, there is no action, suit, or
proceeding, at law or in equity, before any court or any governmental body,
agency or official, wherein an unfavorable decision, ruling or finding would
adversely affect (a) the validity or enforceability of this Agreement or any
document necessary to consummate the transactions contemplated herein, (b) the
consummation of the transactions contemplated hereby, (c) any approval, consent
or permission required to be obtained by Purchaser hereunder, (d) the ability
of Purchaser to perform its obligations under this Agreement or (e) the
business or operations of any of the Branch Offices.

4.5      Finders or Brokers.



                                      22
<PAGE>

         Except as disclosed on Schedule 4.5, Purchaser has not paid or agreed
to pay any fee or commission to any agent, broker, finder or other person for
or on account of services rendered as a broker or finder in connection with
this Agreement or the transactions covered and contemplated hereby.

4.6      Estimates, Projections and Other Predictions.

         It is understood that any cost estimates, projections or other
predictions contained or referred to in any Exhibit or Schedule hereto or which
otherwise have been provided to Purchaser are not and shall not be deemed to be
representations or warranties of Seller. Purchaser acknowledges that there are
uncertainties inherent in attempting to make such estimates, projections and
other predictions, that Purchaser is familiar with such uncertainties, that
Purchaser is taking full responsibility for making its own evaluation of the
adequacy and accuracy of all estimates, projections and other predictions so
furnished to it, and that Purchaser shall have no claim against anyone with
respect thereto.


                                   ARTICLE V
                            COVENANTS OF THE PARTIES

5.1      Business Obligations.

         Except as set forth on Schedule 5.1, as otherwise provided in this
Agreement, or as required by applicable law, between the date of this Agreement
and the Closing Date:

         Seller shall:

                  (a) conduct the business of the Branch Offices and the
         operations of Seller relating thereto in the ordinary course of
         business, consistent with Seller's past practice and applicable law,
         and consistent with prudent banking practice,

                  (b) maintain its books and records in accordance with GAAP or
         regulatory accounting principles, where applicable, applied
         consistently, and

                  (c) use its reasonable efforts to preserve its present
         business organization and relationships.

                  (d) consult with Purchaser with respect to the pricing of the
         Deposits and the establishment of the interest rates or other terms
         thereof and will establish, with Purchaser's approval, such interest
         rates and other terms which are substantially similar to the interest
         rates and other terms established by Purchaser and other commercial
         banks operating in the market for deposits of comparable maturities
         and terms.

         Seller shall not:



                                      23
<PAGE>

                  (e) cause any Branch Office to transfer any Deposits, except
         upon the unsolicited request of a depositor in the ordinary course of
         business;

                  (f) agree to increase the salary, remuneration or
         compensation (including insurance, pension or other benefit plan)
         payable or to become payable to persons employed at the Branch Offices
         other than in accordance with Seller's customary policies and/or
         bank-wide changes, or pay or agree to pay any uncommitted bonus to any
         such employees other than regular bonuses granted based on historical
         practice.

                  (g) hire any new employees (not including replacement
         employees or employees to fill existing openings) at the Branch
         Offices without Purchaser's consent, which consent shall not be
         unreasonably withheld;

                  (h) invest in any fixed assets on behalf of the Branch
         Offices, except for commitments made on before the date of the
         Agreement and for replacements of furniture, furnishings and equipment
         and normal maintenance and refurbishing purchased or made in the
         ordinary course of business.

5.2      Access.

         (a) Between the date of this Agreement and the Closing Date, Seller
shall provide Purchaser and its authorized representatives access, upon
reasonable notice and during normal business hours, to copies of Seller's
confidential, proprietary and non-public information ("Confidential
Information") including without limitation Seller's books, records, contracts,
documents, Loan files, and other information of or relating to the Branch
Offices except the Confidential Information that Seller is by law not permitted
to disclose.

         (b) Purchaser's investigations shall be conducted in a manner which
does not unreasonably interfere with Seller's normal operations, customers, and
employee relations. Seller and its employees shall cooperate with and assist
Purchaser to perform said investigations.

         (c) All of Seller's Confidential Information shall be treated as and
remain the sole property of Seller. If the transactions contemplated by this
Agreement do not occur, Purchaser and its representatives shall return to
Seller, or destroy, all of Seller's Confidential Information, and all
documents, notes, summaries and other materials that contain, refer to, or are
derived from such Confidential Information; Purchaser shall certify to the
return or destruction of such Confidential Information.

         (d) Purchaser shall keep confidential and not disclose any of Seller's
Confidential Information that is not acquired by Purchaser. Purchaser shall not
directly or indirectly use Seller's Confidential Information for any purpose
other than the consummation of this Agreement.

         (e) Purchaser's obligations to keep confidential and to not disclose
Seller's Confidential Information shall not apply to any information which was
(i) in Purchaser's possession prior to its 


                                      24
<PAGE>

disclosure by Seller, (ii) generally known to the public, (iii) rightfully
disclosed to Purchaser by a third party or (iv) disclosed pursuant to a
securities filing or requirement of law following at least 30 days prior
written notice to Seller.

         (f) Upon receipt of all of the Requisite Regulatory Approvals other
than the expiration of any statutory waiting period relating thereto, and upon
notice to Seller of a proposed Closing Date, Purchaser may communicate with,
and deliver information, brochures, bulletins, press releases, and other
communications to, depositors, Loan borrowers and other customers of the Branch
Offices concerning (i) the transactions contemplated by this Agreement and (ii)
the business and operations of Purchaser. The communications described
hereinabove must be made with Seller's prior written consent (which consent
shall not be unreasonably withheld) and shall be made at Purchaser's sole cost
and expense. Seller, if so requested by Purchaser, shall on behalf and at the
sole cost and expense of Purchaser, furnish information and communications to
depositors, Loan borrowers, and other customers of the Branch Offices in a
commercially reasonable manner.

         (g) Except as may be required in connection with the obtaining of the
Requisite Regulatory Approvals, Purchaser shall not disclose to any person,
including to employees of the Branch Offices, the possible closing of any of
the Branch Offices prior to the Closing Date.

5.3      Legal and Regulatory Matters.

         With respect to the making of filings to any Governmental Entity or
third party:

         (a) Seller and Purchaser shall cooperate with each other and use their
best efforts to promptly prepare and file all necessary documentation; to
effect all applications, notices, petitions and filings; and to promptly obtain
all permits, consents, approvals, waivers and authorizations of all third
parties and Governmental Entities which are necessary or advisable to
consummate the transactions contemplated by this Agreement.

         (b) Within 30 days after the execution of this Agreement, Seller and
Purchaser shall each file all the applications for the regulatory approvals,
consents, permits and authorizations which such party is required to obtain in
connection with the consummation of the transactions contemplated by this
Agreement.

         (c) Subject to the applicable laws relating to the exchange of
information, Seller and Purchaser shall consult with each other and exchange
information in order to obtain all the permits, consents, approvals and
authorizations that are necessary or advisable to consummate the transactions
contemplated by this Agreement from all third parties and Governmental
Entities.

         (d) Seller and Purchaser will keep the other party apprised of the
status of all applications and filings.

         (e) Except for any confidential portions thereof, the party
responsible for making a filing shall promptly (i) provide a copy of the
filing, and any supplement, amendment or item of additional 


                                      25
<PAGE>

information in connection with the filing, to the other party and (ii) deliver
a copy of each material notice, order, opinion and other item of correspondence
received by it from any Governmental Entity to the other party.

         (f) Purchaser and Seller shall promptly advise each other of any
communication received from a Governmental Entity which causes such party to
believe that there is a reasonable likelihood that a Requisite Regulatory
Approval will not be obtained or that the receipt of such approval will be
materially delayed.

5.4      Payment of Liabilities.

         From and after the Closing Date, Purchaser shall pay all properly
drawn checks, drafts and non-negotiable withdrawal orders timely presented to
it (including without limitation those presented by mail, over the counter, or
through clearings) by depositors whose deposits or accounts on which such items
are drawn are Deposits. Payment of said items shall be made without regard to
whether the items are drawn on the check or draft forms provided by Seller or
by Purchaser. Further, Purchaser shall, in all other respects, discharge the
duties and obligations of Seller with respect to the balances due and owing to
the depositors whose accounts are assumed by Purchaser. The obligations set
forth in this section shall be in addition to the Purchaser's obligations under
Sections 2.3 and 2.4.

5.5      Interest Reporting.

         From January 1 of the current calendar year through the Closing Date,
Seller shall report all interest credited to, interest withheld from, and early
withdrawal penalties charged to the Deposits. After the Closing Date and
through the end of the calendar year in which the Closing occurs, Purchaser
shall report all interest credited to, interest withheld from, and early
withdrawal penalties charged to the Deposits. Said reports shall be made to the
holders of the Deposits and to the applicable federal and state regulatory
agencies.

5.6      Transfer Fees.

         (a) Seller and Purchaser shall equally bear all fees incurred in
connection with the obtaining of third party consents for transfer of the
Assets from Seller to Purchaser and the assumption by Purchaser of the Assumed
Liabilities.

         (b) Notwithstanding the foregoing, if any lessor requires an increase
in the amounts payable under any of the Leases as a condition to its consent to
the assumption of such Lease by Purchaser, Purchaser shall be solely
responsible for the payment of all such increases after the Closing. Seller
shall not negotiate or agree to any such increase without the consent of
Purchaser, which consent shall not be unreasonably withheld.

5.7      Reports.

         (a) Subsequent to the Closing Date, Purchaser shall make all the
reports that are 


                                      26
<PAGE>

required to be made in the ordinary course of business to any Governmental
Entity or otherwise with respect to the Branch Offices, including without
limitation, federal, state and local income tax reporting of Retirement
Accounts, 1099 information returns and other required tax forms, and cash
transaction reports. Notwithstanding the foregoing, Purchaser's obligations
with respect to said reports shall only apply to the extent that any such
reports relate to matters occurring after the Closing Date.

         (b) Seller shall have the obligation to make all such reports with
respect to matters occurring on or prior to the Closing Date.

         (c) All reports shall be made to the holders of accounts and to the
applicable federal, state and local regulatory agencies.

5.8      Branch Account Report.

         As soon as practicable after the date of this Agreement, Seller shall
furnish Purchaser with a report of the Deposits as of the date of such report
(the "Branch Account Report"). To the extent such information is maintained by
Seller on its computer systems, the Branch Account Report shall enumerate for
each account constituting a Deposit ("Branch Account"): (a) the address and
taxpayer identification number of the owner of the Branch Account, (b) the type
of account, (c) the date the Branch Account was opened, (d) the current
interest rate paid on the Branch Account, if any, (e) the balance of the Branch
Account, (f) the term and maturity of any Branch Account that is a certificate
of deposit or similar time deposit and (g) with respect to all ACH Accounts and
ACH Items, all information reasonably necessary to identify (i) the owner of
such account and the third party which directly makes automated clearing house
debits and credits to such account and (ii) the nature of such ACH Accounts and
ACH Items.

5.9      General Notices to Depositors.

         (a) Seller shall provide Purchaser with an intermediate customer list
of the accounts that are to be assumed by Purchaser pursuant to this Agreement.
The customer list shall contain information that is accurate as of the
month-end prior to the giving of the notice referred to in Section 5.9(b) of
this Agreement.

         (b) Within five (5) Business Days following the receipt of all of the
Requisite Regulatory Approvals (other than the expiration of all statutory
waiting periods relating thereto), Seller shall notify the holders of the
Deposits that are to be assumed under this Agreement that Purchaser will assume
the liability for the Deposits, subject to satisfaction of the conditions to
closing contained herein. Such notifications shall include notice that
Purchaser shall not continue services to depositors provided by Seller but not
routinely offered by Purchaser, as specified by Purchaser prior to the giving
of such notification. The notifications shall be based on the list referred to
in Section 5.9(a) of this Agreement and a listing maintained at the Branch
Offices of the new accounts opened since the date of such list. Seller shall
provide Purchaser with the documentation of such lists up to the date of
Seller's mailing. Prior to the Closing, Purchaser shall send notifications to
the appropriate holders setting out the details of its administration of the
assumed accounts. Each party shall obtain 


                                      27
<PAGE>

approval of its notification letter(s) from the other party, and said approval
shall not be unreasonably withheld. Each party shall bear the cost of its own
mailing.

         (c) Within five (5) Business Days following the receipt of all of the
Requisite Regulatory Approvals (other than the expiration of all statutory
waiting periods relating thereto), Seller shall provide a notice to the owners
of each of the safe deposit boxes at the Branch Offices stating that Seller
shall assign to Purchaser the safe deposit agreements between Seller and each
of such parties on the Closing Date. The notice shall be made by a letter that
is mutually acceptable to Purchaser and Seller. Seller and Purchaser shall
cooperate with one another in order to transfer the Safe Deposit Box Assets
from Seller to Purchaser. As soon as practicable after the date of this
Agreement, Seller shall deliver copies of all safe deposit box lease forms
currently used in connection with the Safe Deposit Box Assets to Purchaser.

         (d) At least thirty (30) days before the Closing Date, Seller shall
prominently and continuously display a sign in each Branch Office stating that
the Branch Office will be closed on the Saturday following the Closing Date and
will not reopen until the following Monday (unless such Monday is a bank
holiday, in which case the sign will indicate that the Branch Office will
reopen the following Tuesday). The contents and form of the sign shall be
subject to Purchaser's prior approval, which shall not be unreasonably
withheld. At a mutually agreeable time on the Closing Date, Seller shall
provide Purchaser and their agents access to each Branch Office in order for
Purchaser to take such steps as are necessary to enable Purchaser to reopen
such Branch Office on the date described above as a functioning branch office
of Purchaser.

5.10     Covenant Not to Compete.

         (a) For a period of two (2) years following the Closing Date, Seller
shall not, and shall not allow any of its Affiliates to, directly or indirectly
solicit any deposit business of the Branch Offices, or establish or maintain a
branch office or other physical facility for the purpose of accepting deposits
within a five (5) mile radius of any of the Branch Offices, nor directly
contact any customer of the Branch Offices as of the Closing Date for the
purpose of soliciting any deposit.

         (b) For two years following the Closing Date, Seller shall not
directly contact any customer of the Branch Offices as of the Closing Date for
the purpose of soliciting any deposit or conducting general solicitations
specifically targeted to such customers.

         (c) For two years following the Closing Date, Seller shall not, and
shall not allow any of its Affiliates to, solicit loans to any of the Deposit
customers of the Branch Offices, unless such customer is currently a secured
real estate borrower.

         (d) Notwithstanding the foregoing, Seller and its Affiliates may
conduct general solicitations and mailings that are not specifically targeted
to such customers, and notwithstanding the foregoing, Seller may sell, transfer
or convey all or substantially all its assets, or the shareholders of Seller
may sell, transfer or convey all or substantially all of its outstanding
classes of stock, to an unrelated third party, and said unrelated third party
shall not be bound by any provision of this 


                                      28
<PAGE>

Section 5.10.

         (e) The obligations of Seller created by this Section 5.10 are
referred to herein as the "Covenant Not To Compete".

5.11     Insurance.

         Following execution of this Agreement until the Closing Date, Seller
shall maintain in full force and effect all of its insurance policies relating
to the Branch Offices and the Personal Property. Seller represents and warrants
to Purchaser that (a) such insurance will be customary in type and amount for
Assets of the nature just described, (b) such insurance will be sufficient to
replace (less any deductible amount) the Branch Offices or any of the Personal
Property which are damaged, destroyed or lost prior to the Closing Date, (c)
such insurance will be "occurrence" insurance, meaning that Seller or such
lessors, as the case may be, will have the enforceable right to submit and
pursue claims and receive proceeds under such insurance after the Closing Date
with respect to events occurring prior to the Closing Date, and (d) Seller's
rights under Seller's insurance can be assigned to Purchaser without the
consent of any person.

5.12     Use of Names, Trademarks and Service Marks.

         (a) Except for the trademarks set forth in Schedule 5.12, no interest
in or right to use any logo, name, trademark or service mark presently or
previously used by Seller is being conveyed pursuant to this Agreement.

         (b) Purchaser agrees that from and after the Closing Date neither it
nor any of its affiliates (including the Branch Offices) will use the name
"California Federal Bank", "First Nationwide", or any similar name indicating
affiliation after the Closing with Seller or any of its affiliates, in
connection with any business or activity engaged in by Purchaser or any of its
affiliates.

         (c) Promptly after the Closing Date, Purchaser shall commence the
removal of the trade names, names, service marks, logos, insignia, slogans,
emblems, symbols, designs, and other identifying characteristics ("Names"),
except the Names set forth on Schedule 5.12, from all premises, equipment,
signs, interior decor items, fixtures and furnishings, and from all printed
materials and related business literature associated with the Transferred
Branches and the Personal Property acquired. The costs associated with such
removal shall be at the sole expense of the Purchaser and shall be completed
not later than 30 days after the Closing Date.

5.13     Additional Contracts.

         (a) From the date of this Agreement until the Closing Date, the
parties shall take the following actions for any contract or group of related
contracts which are related to the operations of the Branch Offices or the
other operations that are the subject of this Agreement, and which are expected
to result in payments of more than $50,000 in any year or $25,000 in the case
of contracts 


                                      29
<PAGE>

which are not cancelable on 60 days or less notice without cost or penalty (an
"Additional Contract").

         (b) Prior to entering into an Additional Contract, Seller shall
provide written notice to Purchaser of its intention to enter into the
Additional Contract and shall afford Purchaser reasonable access to the
documents relating thereto.

         (c) By 12:00 p.m. of the fifth Business Date following notice by
Seller, Purchaser shall state to Seller its decision as to whether or not to
accept such Additional Contract. The failure by Purchaser to respond prior to
12:00 p.m. on such fifth Business Day shall be deemed an acceptance of such
Additional Contract.

         (d) Any Additional Contracts accepted or deemed accepted by Purchaser
under this section, and any contract entered into by Seller subsequent to the
date hereof for which Seller is not required to notify Purchaser pursuant to
the terms of this section, shall be added to Schedule 2.1(f) and become part of
the Contracts to be assumed by Purchaser.

5.14     Updating Schedules.

         On the Closing Date, Seller shall deliver to Purchaser updated
versions of all Schedules hereto with the latest information available to
Seller as of two (2) Business Days prior to the Closing Date. Within five (5)
calendar days after the Closing Date, Seller shall deliver to Purchaser final
versions of all Schedules covering all transactions through the close of
business on the Closing Date.

5.15     General Conversion Matters.

         Seller and Purchaser agree to terms, covenants and conditions related
to the conversion of the Branch Offices set forth in Exhibit B.

5.16     FNIC.

         Seller and Purchaser agree to discuss Purchaser acquiring the assets
and assuming certain liabilities of FN Investment Center ("FNIC") which relate
to business being conducted by FNIC at the Branch Offices.


                                   ARTICLE VI
                                EMPLOYEE MATTERS

6.1      Employee Matters.

                                      30
<PAGE>

         (a) As of the day after the Closing Date, Purchaser shall offer to
employ all of the Employees. Seller shall pay, discharge and be responsible for
(i) all salary, wages and claims arising out of or relating to the employment
of the Employees on or before the Closing Date and (ii) any employee benefits
(including, but not limited to, accrued vacation, annual or long-term incentive
program, 401(k) plan, non-qualified deferred compensation plan and group health
coverage continuation pursuant to the Code) arising under Seller's employee
benefit plans and employee programs prior to the Closing Date, including
benefits with respect to claims incurred prior to or on the Closing Date but
reported after the Closing Date. After the Closing Date, except as provided
below, Purchaser shall pay, discharge and be responsible for all salary, wages,
claims and benefits arising out of or relating to the employment of the
Employees by Purchaser after the Closing Date.

         (b) After the Closing Date, Purchaser shall provide to the Employees
employee benefits under employee benefit and welfare plans, including severance
plans, on terms and conditions which when taken as a whole are substantially
similar to those provided by Purchaser to its similarly situated officers and
employees. For purposes of participation ,vesting, and (except in the case of
defined benefit plans) benefit accrual under such employee benefit plans, the
service of the Employees with Seller prior to the Closing Date shall be treated
as service with Purchaser participating in such employee benefit plans.
Purchaser shall cause the Purchaser welfare benefit plans that cover the
Employees after the Closing Date to (i) waive any waiting period and
restriction and limitation for pre-existing conditions or insurability and (ii)
cause any deductible, co-insurance, or maximum out-of-pocket payments made by
the Employees under Seller's welfare benefit plans to be credited to such
Employees under Purchaser's welfare benefit plans, so as to reduce the amount
of any deductible, co-insurance, or maximum out-of-pocket payments payable by
the Employees under Purchaser's welfare benefits plans.

         (c) With respect to any Employee whose employment is terminated by
Purchaser other than for "cause" at any time during the 180 days following the
Closing Date, such terminated Employee shall receive severance benefits
calculated in accordance with the severance plan currently maintained by Seller
as disclosed in Schedule 6.1(c) in lieu of receiving severance benefits under
the severance plan currently maintained by Purchaser. Seller and Purchaser
agree that the severance benefits payable to all Employees terminated by
Purchaser during the 180 days following the Closing Date will be payable (i) by
Purchaser for the amount such aggregate severance benefits do not exceed $1.0
million; (ii) by Seller for the amount such aggregate severance benefits exceed
$1.0 million but do not exceed $2.0 million; and (iii) by Purchaser for the
amount such aggregate severance benefits exceed $2.0 million.

         (d) Except with the prior written consent of Purchaser, Seller shall
not for a period of one (1) year after the Closing Date solicit any Employee to
again become an employee of Seller or any of its affiliates. Seller shall
inform Purchaser of any Employee who resigns prior to the Closing Date, within
five (5) days of such resignation.

         (e) If the transactions contemplated by this Agreement are not
consummated for any reason, Purchaser shall not solicit for hire any Employee
for a period of one (1) year from the 


                                      31
<PAGE>

date hereof.

         (f) For each Employee, Seller shall use its reasonable efforts to
deliver to Purchaser with copies of Seller's general employee benefit
information, staff lists that include title and hire date, all records relating
to withholding and payment of income and unemployment taxes (federal, state and
local) and FICA taxes (including, without limitation, Forms W-4, Forms I-9,
Employee's Withholding Allowance Certificate) with respect to wages paid by
Seller during the 1995 calendar year, and other employee records (including,
without limitation, performance reviews, pre-employment investigation and
background checks). Seller shall provide Purchaser with such information no
later than 30 days after the execution of this Agreement.

         (g) As soon as practicable following the Closing Date, Purchaser and
Seller shall cooperate to transfer from Seller's 401(k) plan, as applicable to
Purchaser's 401(k) plan, the assets and liabilities in Seller's 401(k) plan
attributable to the Employees.

         (h) Seller shall promptly reimburse Purchaser for all costs incurred
by Purchaser with respect to any Employee on leave or disability on the Closing
Date who does not return to work within 180 days after the Closing Date, which
are paid by Purchaser within said 180-day period.

6.2      Notice of Closing.

         Except as necessary in order to obtain the Required Regulatory
Approvals, prior to the Closing Date Purchaser shall not give any notice or
notification of the closing of any of the Branch Offices, or that any Employees
are not to be offered employment by Purchaser, or be responsible for any such
notice or notification or the communication of any such information to any
person.


                                  ARTICLE VII
                              CERTAIN TAX MATTERS

7.1      Certain Tax Matters.

         (a) Except as otherwise provided in this section hereof (relating to
Transfer Taxes), Seller shall be responsible for the payment of all Taxes
relating to the Assets for all taxable periods that end prior to the close of
business on the Closing Date. Responsibility for Taxes relating to the Assets
(for all taxable periods which include but do not end on the Closing Date)
shall be allocated between Purchaser and Seller in accordance with the method
of Section 164(d) of the Code. The party which has the primary obligation to do
so under applicable law shall file any Tax Return that is required to be filed
in respect of Taxes described in this section, and that party shall pay the
Taxes shown on such Tax Return and notify the other party in writing of the
other party's share of Taxes for which it is responsible, if any, of the Taxes
shown on such Tax Return and how such Taxes and share were calculated, which
the other party shall reimburse by wire transfer of immediately available funds
no later than ten days after receipt of such notice.

         (b) Purchaser and Seller shall each pay half of all transfer,
recording, sales, use (including all bulk sales taxes) and other similar taxes
and fees (collectively, the "Transfer Taxes")


                                      32
<PAGE>

arising out of or in connection with the transactions effected pursuant to this
Agreement, other than such Taxes as are calculated with reference to the income
or gain of the Seller. Responsibility for Taxes relating to the Assets (for all
taxable periods which include but do not end on the Closing Date) shall be
allocated between Purchaser and Seller in accordance with the method of Section
164(d) of the Code. The party which has the primary obligation to do so under
applicable law shall file any Tax Return that is required to be filed in
respect of Taxes described in this section, and that party shall pay the Taxes
shown on such Tax Return and notify the other party in writing of the other
party's share of Taxes for which it is responsible, if any, of the Taxes shown
on such Tax Return and how such Taxes and share were calculated, which the
other party shall reimburse by wire transfer of immediately available funds no
later than ten days after receipt of such notice.

         (c) Seller and the Purchaser shall provide each other with such
assistance as reasonably may be requested by either of them in connection with
(i) the preparation of any Tax Return, or (ii) any audit or other examination
by any taxing authority, or any judicial or administrative proceedings relating
to liability for Taxes. The party requesting assistance hereunder shall
reimburse the other party for reasonable out-of-pocket expenses incurred in
providing such assistance, provided, however, that no independent contractors,
such as accountants or attorneys, shall be consulted without the written
consent of the party requesting assistance, which consent shall not be
unreasonably withheld.

         (d) Seller shall deliver to the Purchaser at the Closing a true,
correct and complete affidavit which meets the requirements of Treasury
Regulation Section 1.1445-2(b)(2) and which attests to Seller's non-foreign
status (the "FIRPTA Affidavit"). If Purchaser receives the FIRPTA Affidavit at
the Closing, Purchaser shall not withhold any of the consideration paid to
Seller under this agreement pursuant to Section 1445 of the Code (and
regulations thereunder).


                                  ARTICLE VIII
                   OBLIGATIONS OF PARTIES ON THE CLOSING DATE

8.1      Closing Date/Closing.

         (a) Except as otherwise hereinafter provided, the closing date (the
"Closing Date") shall be the second Friday upon which all conditions set forth
in this Agreement are satisfied or waived or such other date as may be mutually
agreeable to the parties hereto; provided, however, that unless otherwise
mutually agreed by the parties, the Closing Date shall not be later than
_________________.

         (b) The delivery of the instruments of assignment and transfer to be
delivered by Seller and payment by Seller of the amount set forth under this
Agreement, delivery of the instruments of assumption to be delivered by
Purchaser, and the other transactions herein contemplated to take place
concurrently with such deliveries, assumptions, and payments (the "Closing"),
shall take place on the Closing Date, at 9:00 a.m. Pacific Time, at the offices
of Seller, 135 Main Street, San Francisco, California (or at such other time
and place as are agreed to by the parties), and all such deliveries,
assumptions, and payments shall be effective as of the close of business on the
Closing 


                                      33
<PAGE>

Date.

         (c) At the Closing, any funds to be paid on the Closing Date shall be
paid by wire transfer of immediately available funds on the Closing Date as
early as possible and, in any event, before 11:00 a.m. Pacific Time on the
Closing Date, and, no effect shall be given to any assignment or assumption by
Seller or Purchaser contained in this Agreement until Seller's wire transfer of
funds is actually received on the Closing Date. Purchaser shall reimburse
Seller for one day's interest attributable to the Closing Date, at the Federal
Funds Rate, on the amount transferred.

         (d) Any deliveries, assignments, or transfers required under this
Agreement, other than the foregoing, shall be made at the time and date
specified in this Agreement (and where no time is specified, on or before the
close of business on the date specified) and in the manner and place specified
in this Agreement (or, where not specified, in the manner and place as may be
reasonably requested in writing by the party that is to receive such delivery,
assignment or transfer).

         (e) The payment of the Final Transfer Amount, to the extent based on
any of the items to be reflected on the Post-Closing Schedule, shall be
determined as of the close of business on the Closing Date.

8.2      Obligations of Seller on the Closing Date.

         On the Closing Date, Seller shall:

         (a) deliver to Purchaser the Records referred to in Section 2.1(a)(v),
to the extent that any such Records are not located at the Branch Offices; and

         (b) execute, acknowledge and deliver to Purchaser (i) a Bill of Sale
substantially similar in form and substance to Exhibit C attached hereto and
made a part hereof, (ii) with respect to the Fee Properties, special warranty
deeds with covenants against grantor's acts and (iii) all such endorsements,
assignments, bills of sale, and other instruments of conveyance, assignment and
transfer as shall be reasonably necessary or advisable to consummate the sale
and transfer to Purchaser of the assets to be sold hereunder.

8.3      Obligations of Purchaser on the Closing Date. On the Closing Date,
Purchaser shall execute, acknowledge and deliver to Seller an Instrument of
Assumption of Assumed Liabilities substantially similar in form and substance
to Exhibit D attached hereto and made a part hereof, and all such other
instruments as shall be reasonably necessary or advisable to consummate the
sale and transfer of assets to Purchaser and the assumption of Assumed
Liabilities by Purchaser.


                                   ARTICLE IX
                     CONDITIONS TO EACH PARTY'S OBLIGATIONS


                                      34
<PAGE>

         The obligations of the parties under this Agreement are to the
satisfaction, on or before the Closing Date, of the following conditions:

9.1      Approval of Governmental Authorities.

         All regulatory approvals required to consummate the transactions
contemplated hereby were obtained and remain in full force and effect, and all
applicable statutory waiting periods expired (all such approvals and the
expiration of all such waiting periods being referred to herein as the
"Requisite Regulatory Approvals").

9.2      No Injunctions or Restraints.

         There is no order, injunction or decree issued by a court or agency of
competent jurisdiction or other legal restraint or prohibition (an
"Injunction") preventing the consummation of the transactions contemplated by
this Agreement in effect.

9.3      Illegality.

         There is no statute, rule, regulation, order, injunction or decree
enacted, entered, promulgated or enforced by any Governmental Entity which
prohibits, restricts or makes illegal consummation of the transactions
contemplated by this Agreement.



                                   ARTICLE X
                     CONDITIONS TO PURCHASER'S OBLIGATIONS


         The obligations of Purchaser under this Agreement are subject to the
satisfaction or waiver, on or before the Closing Date, of the following
conditions:

10.1     Representations and Warranties True; Obligations Performed.

         (a) The representations and warranties made by Seller in 3.1(a) and
Sections 3.2 and 3.3 of this Agreement shall be true and correct as of the date
of this Agreement and (except to the extent such representations and warranties
speak as of an earlier date) all of the representations and warranties made by
Seller in this Agreement shall be true and correct as of the Closing Date at
and as though such representations and warranties were made as of the Closing
Date. The condition contained in this Section 10.1(a) shall be deemed to have
been satisfied even if such representations or warranties are not true and
correct unless the failure of any of the representations or warranties to be so
true and correct, individually or in the aggregate, would have a Material
Adverse Effect, and, nothing contained in this section 10.1(a) shall be deemed
to preclude, or otherwise limit, the 


                                      35
<PAGE>

right of Purchaser to be indemnified for any breach of a representation or
warranty by Seller in accordance with the provisions of Article XII hereof.

         (b) Seller performed and complied in all material respects with all
obligations, covenants and agreements required by this Agreement to be
performed or complied with by it on or prior to the Closing Date.

         (c) Seller delivered to Purchaser a certificate of an executive
officer of Seller, dated the Closing Date, certifying to the fulfillment of the
foregoing conditions.

10.2     Opinion of Counsel.

         Purchaser received an opinion of counsel for Seller, dated the Closing
Date, with respect to the matters set forth on Exhibit E attached hereto.

10.3     No Pending Governmental Actions.

         There is no pending proceeding, initiated by any Governmental Entity,
seeking an Injunction.

10.4     Consents.

         All of the consents contemplated by Schedule 3.3 (other than those
contemplated by Section 9.1) or required by the Leases were obtained by Seller,
except for such third party consents (other than those consents required by the
Leases) the failure of which to obtain would not have a Material Adverse
Effect.


                                   ARTICLE XI
                       CONDITIONS TO SELLER'S OBLIGATIONS

         The obligations of Seller under this Agreement to be performed at the
Closing shall be subject to the satisfaction or waiver, on or before the
Closing Date, of the following conditions:

11.1     Representations and Warranties True; Obligations Performed.

         (a) The representations and warranties made by Purchaser in this
Agreement shall be true and correct as of the date of this Agreement and
(except to the extent such representations and warranties speak as of an
earlier date) as of the Closing Date as though such representations and
warranties were made at and as of such date. Notwithstanding the foregoing, the
conditions contained in this Section 11.1(a) shall be deemed to have been
satisfied even if such representations or warranties are not true and correct
unless the failure of any of the representations or warranties to be so true
and correct, individually or in the aggregate, would have a Material Adverse
Effect, and, nothing contained in this section 11.1(a) shall be deemed to
preclude, or otherwise limit, the right of Seller to be indemnified for any
breach of a representation or warranty by Seller in 


                                      36
<PAGE>

accordance with the provisions of Article XII hereof).

         (b) Purchaser 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 at the Closing Date.

         (c) Purchaser delivered to Seller a certificate of an executive
officer of Purchaser, dated the Closing Date, certifying to the fulfillment of
the foregoing conditions.

11.2     Opinion of Counsel.

         Seller received an opinion of counsel for Purchaser, dated the Closing
Date, with respect to the matters set forth on Exhibit F attached hereto.

11.3     No Governmental Actions.

         There is no pending proceeding, initiated by any Governmental Entity,
seeking an Injunction.

11.4     Consents.

         All of the consents contemplated by Schedule 4.3 (other than those
contemplated by Section 9.1) were obtained by Purchaser, except for such third
party consents the failure of which to obtain would not have a Material Adverse
Effect.


                                      37
<PAGE>

                                  ARTICLE XII
                                INDEMNIFICATION

12.1     Seller to Indemnify.

         Seller agrees to indemnify, hold harmless and defend Purchaser, and
Purchaser's directors, officers, subsidiaries, successors and assigns, and
"Affiliates", as such term is defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended (collectively, the "Purchaser's Indemnified
Parties"), from and against any and all claims, losses, liabilities, costs and
expenses, including legal fees and expenses, damages, expenditures,
proceedings, judgments, awards, demands and obligations to third parties
("Losses") of any kind whatsoever which may at any time be incurred by, imposed
upon, or asserted or awarded against Purchaser's Indemnified Parties that:

         (a) arise out of or result from the breach or inaccuracy of any
representation or warranty made by Seller in this Agreement (which shall
include the Exhibits and Schedules attached hereto) or any certificate
delivered to Purchaser hereunder,

         (b) arise out of or result from any breach or failure to comply with
any covenant made by Seller in this Agreement,

         (c) arise out of or result from or based upon any Excluded Asset and
any asset other than the Assets or any Excluded Liability,

         (d) are a claim, liability, obligation or penalty related to the
Deposits transferred pursuant to this Agreement arising out of or relating to
Seller's preparation or submission (or failure to prepare or submit) of the
information, returns or reports required by applicable laws with respect to
periods prior to the Closing Date,

         (e) are a claim, liability, obligation, Tax, contract or commitment
arising out of or relating to any of the Assets, the Branch Offices, or Seller
or its business or operations, except to the extent specifically assumed by
Purchaser hereunder,

         (f) are a claim or liability asserted by any former employee of Seller
relating to any condition which existed in the Branch Offices during the time
that Seller operated such Branch Offices and Seller employed such employee, or

         (g) are a claim or liability arising out of Seller's failure to
properly record accrued interest on the Deposits prior to the Closing Date.


12.2     Purchaser to Indemnify.



                                      38
<PAGE>

         Purchaser agrees to indemnify, hold harmless and defend Seller, and
Seller's directors, officers, subsidiaries, successors and assigns, and
Affiliates (collectively, the "Seller's Indemnified Parties"), from and against
any and all Losses of any kind whatsoever which may at any time be incurred by,
imposed upon, or asserted or awarded against the Seller's Indemnified Parties
that:

         (a) arise out of or result from the breach or inaccuracy of any
representation or warranty made by Purchaser in this Agreement (which shall
include the Exhibits and Schedules attached hereto) or any certificate
delivered to Seller hereunder,

         (b) arise out of or result from any breach or failure to comply with
any covenant made by Purchaser in this Agreement,

         (c) are sustained or incurred by the Seller's Indemnified Parties by
reason of any failure of the Purchaser to pay, perform or otherwise discharge
the Assumed Liabilities,

         (d) are a claim, liability, obligation, Tax, contract or commitment
arising out of or relating to the Purchaser's operation of the Branch Offices
subsequent to the Closing Date,

         (e) are for any exit or entrance fees payable to the FDIC as a result
of the consummation of the transactions contemplated hereby.

12.3     Procedure for Indemnification.

         (a) if a party entitled to be indemnified under this Agreement (an
"Indemnitee") receives notice of the assertion by an unaffiliated third party
(a "Third Party") of any claim or potential liability or of the commencement by
any such person of any action or proceeding (a "Third Party Claim") with
respect to which another party hereto (an "Indemnifying Party") is obligated to
provide indemnification, the Indemnitee shall give the Indemnifying Party
prompt notice thereof after becoming aware of such Third Party Claim. Such
notice shall describe the Third Party Claim in reasonable detail and shall
indicate the amount (estimated if necessary) of the Loss that has been or may
be sustained by the Indemnitee. Such notice shall be a condition precedent to
any liability of the Indemnifying Party for any Third Party Claim under the
provisions for indemnification contained in this Agreement; provided, however,
that the failure of the Indemnitee to give prompt notice to the Indemnifying
Party of such Third Party Claim shall adversely affect the Indemnitee's rights
to indemnification hereunder solely to the extent that such failure prejudices
the Indemnifying Party in the defense of such Third Party Claim.

         (b) The Indemnifying Party may elect to compromise or defend, at such
Indemnifying Party's own expense and by such Indemnifying Party's own counsel,
any Third Party Claim. If the Indemnifying Party elects to compromise or defend
such Third Party Claim, it shall, within 30 days after receiving notice of the
Third Party Claim, notify the Indemnitee of its intent to do so, and the
Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the
compromise of, or defense against, such Third Party Claim. If the Indemnifying
Party elects not to compromise or defend against the Third Party Claim, or
fails to notify the Indemnitee of its election as herein 


                                      39
<PAGE>

provided, or otherwise abandons the defense of such Third Party Claim, (i) the
Indemnitee may pay (without prejudice of any of its rights as against the
Indemnifying Party), compromise or defend such Third Party Claim and (ii) the
costs and expenses of the Indemnitee incurred in connection therewith shall be
indemnifiable by the Indemnifying Party pursuant to the terms of this
Agreement.

         (c) In addition, in connection with any Third Party Claim in which the
Indemnitee shall reasonably conclude, based upon an opinion of its counsel,
that (i) there is a conflict of interest between the Indemnifying Party and the
Indemnitee in the conduct of the defense of such Third Party Claim or (ii)
there are specific defenses available to the Indemnitee which are different
from or additional to those available to the Indemnifying Party and which could
be materially adverse to the Indemnifying Party, then the Indemnitee shall have
the right to retain separate counsel in connection with such Third Party Claim.
In such an event, the Indemnifying Party shall pay the reasonable fees and
disbursements of counsel to each of the Indemnifying Party and the Indemnitee.

         (d) Notwithstanding the foregoing, neither the Indemnifying Party nor
the Indemnitee may settle or compromise any claim (unless the sole relief
payable to a Third Party in respect of such Third Party Claim is monetary
damages that are paid in full by the party settling or compromising such claim)
over the objection of the other, provided, however, that consent to settlement
or compromise shall not be unreasonably withheld.

         (e) In any event, except as otherwise provided herein, the Indemnitee
and the Indemnifying Party may each participate, at its own expense, in the
defense of such Third Party Claim.

         (f) If the Indemnifying Party chooses to defend any claim, the
Indemnitee shall make available to the Indemnifying Party any personnel or any
books, records or other documents within its control that are reasonably
necessary or appropriate for such defense, subject to the receipt of
appropriate confidentiality agreements.

         (g) Notwithstanding anything to the contrary stated hereinabove in
this section, in the event prompt action is required with respect to the
defense of a Third Party Claim, the Indemnitee shall, subject to the terms and
conditions of this Article, have the right to assume the defense of such Third
Party Claim; provided, however, that in the event that the Indemnifying Party
subsequently elects to assume the defense of such Third Party Claim, then the
provisions set forth hereinabove shall be applicable and the Indemnifying Party
shall, subject to the terms and conditions of this Article, reimburse the
Indemnitee for any costs and expenses incurred by the Indemnitee prior to the
date the Indemnifying Party assumes control of such Third Party Claim.

         (h) Notwithstanding the foregoing, if an offer of settlement or
compromise is received by or communicated to the Indemnifying Party with
respect to a Third Party Claim and the Indemnifying Party notifies the
Indemnitee in writing of the Indemnifying Party's willingness to settle or
compromise such Third Party Claim on the basis set forth in such notice and the
Indemnitee declines to accept such settlement or compromise, the Indemnitee may
continue to contest such 


                                      40
<PAGE>

Third Party Claim, free of any participation by the Indemnifying Party, at the
Indemnitee's sole expense. The obligation of the Indemnifying Party to the
Indemnitee with respect to such Third Party Claim shall be equal to the lesser
of (i) the amount of the offer of settlement or compromise which the Indemnitee
declined to accept plus the costs and expenses of the Indemnitee prior to the
date the Indemnifying Party notifies the Indemnitee of the Indemnifying Party's
willingness to settle or compromise such Third Party Claim or (ii) the amount
the Indemnitee is obligated to pay as a result of the Indemnitee's continuing
to contest such Third Party Claim including costs and expenses with respect
thereto; and the Indemnifying Party shall be entitled to recover (by set-off or
otherwise) from the Indemnitee any additional expenses incurred by the
Indemnifying Party as a result of the Indemnitee's decision to continue to
contest such Third Party Claim.

         (i) Any claim on account of a Loss which does not involve a Third
Party Claim shall be asserted by a written notice given by the party claiming
indemnity to the party from which indemnity is claimed. The recipient of such
notice shall have a period for 60 days within which to respond thereto. If such
recipient does not respond within such 60-day period, such recipient shall be
deemed to have accepted responsibility to make payment, subject to the
provisions hereof, and shall have no further right to contest the validity of
such claim. If the recipient does respond within such 60-day period and rejects
such claim in whole or in part, the party claiming indemnity shall be free to
pursue such remedies as may be available to such party by applicable law.

         (j) If the amount of any Loss shall, at any time subsequent to payment
of indemnification pursuant to this Agreement, be reduced by receipt of
insurance proceeds by the Indemnitee in respect of such Loss, the amount of
such reduction less any expenses incurred in connection therewith shall
promptly be repaid by the Indemnitee to the Indemnifying Party.

         (k) Notwithstanding anything to the contrary contained in this
Agreement, no claim shall be made against Seller for indemnification under
Section 12.1(a) with respect to any Loss which any of Purchaser's Indemnified
Parties may suffer, incur or sustain unless the aggregate of all such Losses
described in Section l2.l(a) shall exceed $150,000, and Seller shall only be
required to pay or be liable for any such Losses described in Section l2.l(a)
to the extent that their aggregate amount exceeds $150,000, and then only with
respect to Losses incurred in excess of such amount, provided, however, that
the $150,000 limitation contained in this Section 12.3(k) shall not apply to,
and Purchaser's Indemnified Parties shall be entitled to dollar-for-dollar
recovery with respect to, Losses suffered, incurred or sustained which arise
out of, result from or are attributable to breaches of the representations
contained in Sections 3.5 and 3.12 hereof.

         (l) Notwithstanding anything to the contrary contained in this
Agreement, no claim shall be made against Purchaser for indemnification under
Section 12.2(a) with respect to any Loss which any of Seller's Indemnified
Parties may suffer, incur or sustain unless the aggregate of all such Losses
described in Section 12.2(a) shall exceed $150,000, and Purchaser shall only be
required to pay or be liable for any such Losses described in Section 12.2(a)
to the extent that their aggregate amount exceeds $150,000, and then only with
respect to Losses incurred in excess of such amount.

12.4     Production of Witnesses.


                                      41
<PAGE>

         Following the Closing, each party shall use its best efforts to make
available to the other party, upon written request, its employees and agents as
witnesses to the extent that any such person may be reasonably required in
connection with any legal, administrative or other proceedings in which the
requesting party may from time to time be involved.

12.5     Survival.

         No rights to indemnification with respect to breaches of the
representations and warranties of the parties contained in this Agreement shall
be asserted by any party unless notice thereof is given on or before the date
such representation or warranty no longer survives as provided in this Section
l2.5. The representations and warranties of Seller, on the one hand, and of
Purchaser, on the other hand, contained in this Agreement or in any certificate
or instrument delivered pursuant to this Agreement shall survive the Closing
Date and shall expire on the first anniversary of the Closing Date.


                                  ARTICLE XIII
                                  TERMINATION

13.1     Methods of Termination.

         This Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time prior to the Closing:

         (a) by mutual written consent of Seller and Purchaser;

         (b) by either Seller or Purchaser, upon written notice to the other,
if the transactions contemplated by this Agreement are not consummated on or
before August 31, 1998 (the "Termination Date"), unless the failure of such
occurrence is due to the failure of the party seeking to terminate this
Agreement to perform or to observe the agreements set forth herein at or before
the Closing;

         (c) by either Seller or Purchaser, upon written notice to the other,
if there is a material breach of an obligation of the other party hereunder and
such breach is not remedied within 30 days after receipt by such breaching
party of notice in writing from the non-breaching party, specifying the nature
of such breach and requesting that it be remedied;

         (d) by either Seller or Purchaser, upon written notice to the other,
if any court or governmental authority of competent jurisdiction issues a final
unappealable order prohibiting consummation of any material transaction
contemplated hereby; or

         (e) by either Seller or Purchaser, upon written notice to the other,
following the expiration of thirty (30) days after any Governmental Entity
shall have denied or refused to grant the 


                                      42
<PAGE>

approvals or consents required to be obtained pursuant to this Agreement,
unless within said thirty (30) day period Purchaser and Seller agree to submit
or resubmit an application to, or appeal the decision of, the regulatory
authority which denied or refused to grant approval thereof.

13.2     Effect of Termination.

         In the event of the termination and abandonment of this Agreement
pursuant to Section 13.1 hereof, this Agreement shall become void and have no
effect, without any liability on the part of any party to this Agreement or its
Affiliates, directors, officers or stockholders, other than the provisions of
this Section 13.2, Section 14.4 and the confidentiality provisions of Section
5.2(a). Notwithstanding the foregoing sentence, in the event this Agreement is
terminated by a party as a result of the willful breach of this Agreement by
the other party (which shall not be deemed to include the failure to obtain the
Requisite Regulatory Approvals provided the breaching party shall have used its
reasonable best efforts to obtain such approvals), the breaching party shall
pay to the nonbreaching party the sum of $3.0 million which shall serve as
liquidated damages and as the exclusive remedy of the nonbreaching party.


                                  ARTICLE XIV
                               GENERAL PROVISIONS

14.1     Entire Agreement; Modification; Waiver.

         This Agreement, including all Exhibits and Schedules hereto,
constitutes the entire agreement of the parties pertaining to the subject
matter contained herein and this Agreement supersedes all prior or
contemporaneous agreements, representations and understandings of the parties.
No supplement, modification or amendment to, or waiver of this Agreement shall
be binding unless executed in writing by Seller and Purchaser. No waiver of any
provision of this Agreement shall be deemed or shall constitute a waiver of any
other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver.

14.2     Counterparts.

         This Agreement may be executed 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.

14.3     Headings.

         The headings of the Sections, Articles, Exhibits and Schedules of this
Agreement are inserted for convenience only and shall not constitute a part of
this Agreement.

14.4     Payment of Expenses.

         Except as otherwise provided in this Agreement, whether or not the
transactions 


                                      43
<PAGE>

contemplated hereby are consummated, all costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such costs and expenses.

14.5     Governing Law.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida without giving effect to the principles of
conflict of laws thereof.

14.6     Addresses of Notice, Etc.

         All notices, requests, demands and other communications provided for
under this Agreement and under the related documents shall be in writing
(including telegraphic communication) and mailed (by registered or certified
mail, return receipt requested, or by Federal Express or other similar express
overnight delivery service), or telegraphed, or delivered to the applicable
party at the addresses indicated below.

         If to Purchaser:

                 UNION PLANTERS CORPORATION
                 7130 Goodlett Farms Parkway
                 Memphis, Tennessee 38018
                 Telecopy Number: (901) 580-2939
                 Attention: Jackson W. Moore
                 President and Chief Operating Officer

         With a copy to:

                 UNION PLANTERS CORPORATION
                 7130 Goodlett Farms Parkway
                 Memphis, Tennessee 38018
                 Telecopy Number: (901) 580-2939
                 Attention: E. James House, Jr.
                            Manager, Legal Division

                 And

                 ALSTON & BIRD LLP
                 601 Pennsylvania Avenue , N.W.
                 North Building, 11th Floor
                 Washington, DC 20004
                 Telecopy Number: (202) 756-3333
                 Attention: Frank M. Conner III


                                      44
<PAGE>

         If to Seller:

                 CALIFORNIA FEDERAL BANK, A Federal Savings Bank
                 135 Main Street, 20th Floor
                 San Francisco, California  94105
                             Attention:  Carl Webb, President

         With a copy to:

                 CALIFORNIA FEDERAL BANK, A Federal Savings Bank
                 200 Crescent Ct., Ste. 1350
                 Dallas, TX 75201
                 Attention: Christie S. Flanagan, General Counsel

or, to each party, at such other address that party designates in a written
notice to the other party in accordance with this section. All such notices,
requests, demands or other communications shall be deemed delivered (i) if sent
by messenger, upon personal delivery to the party to whom the notice is
directed, (ii) if sent by telecopier, upon electronic or telephonic
confirmation of receipt from the receiving telecopier machine, (iii) if sent by
reputable overnight courier, one (1) day after delivery to such courier, or
(iv) if sent by mail, three (3) days following deposit in the United States
mail, postage prepaid, certified mail, return receipt requested.

14.7     Publicity.

         Except as may be required by law or by the rules or regulations of any
governmental authority or securities exchange or as may be necessary with
respect to any rating agency, or, with respect to Purchaser, where deemed by
Purchaser to be necessary in connection with any securities filings, or, with
respect to Seller, where deemed by Seller required in connection with Seller's
efforts to obtain the financing necessary for it to close the Agreement and
adequately capitalize itself upon such close, prior to the Closing Date,
neither party shall, directly or indirect ly, make or cause to be made any
public announcement or disclosure, or issue any notice, relating to any of the
transactions contemplated by this Agreement, without the prior written consent
of the other party, which consent shall not be unreasonably withheld. Both
parties will limit the distribution of information relative to this transaction
to those persons who must be aware of the Agreement for the performance of
their duties.

14.8     Severability.

         If any paragraph, section, sentence, clause, phrase, word or covenant
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, phrases, words and
covenants contained in this Agreement shall not be affected.



                                      45
<PAGE>

14.9     Enforcement of the Agreement.

         The parties agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction, this
being in addition to any other remedy to which they are entitled at law or in
equity.

14.10    Binding Nature; Assignment.

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their permitted successors and assigns. Neither party shall
assign or otherwise transfer any rights or obligations under this Agreement
without the express written consent of the other party; provided, however, that
either party may assign its rights or obligations under this Agreement to any
Affiliate of such party; provided, further, that no such assignment shall
relieve the assigning party of its obligations hereunder.

14.11    No Third Party Rights.

         This Agreement is not intended, nor shall it be construed, to create
any express or implied third party beneficiary rights in any person, including
present or former employees of Seller, the Employees, or any beneficiaries or
dependents thereof.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of
March 29, 1998.


                 SELLER:

                 CALIFORNIA FEDERAL BANK,
                 A FEDERAL SAVINGS BANK

                 By:/s/ Peter K. Thomsen
                    -----------------------------
                 Name: Peter K. Thomsen
                      ---------------------------
                 Title: EVP
                       --------------------------


                 PURCHASER:

                                      46
<PAGE>

                 UNION PLANTERS BANK OF FLORIDA


                 By: Adolfo Henrigues
                    -----------------------------
                 Name:  Adolfo Henrigues 
                 Title: President and Chief Executive Officer


                                       47



<PAGE>
                                  EXHIBIT A 

<TABLE>
<CAPTION>
<S>                            <C>                <C>           <C>       <C>      <C>
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
CALIFORNIA FEDERAL BANK, AFSB (AS OF 03/30/98) 
--------------------------------------------------------------- --------- -------  -------------------------- 
FLORIDA BRANCHES 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
300 1234 Washington Avenue     Miami Beach        Dade          Florida   33139    Miami 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
301 1133 Normandy Drive        Miami Beach        Dade          Florida   33141    Miami 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
303 633 N.E. 167th Street      No. Miami Beach    Dade          Florida   33162    Miami 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
304 450 No. Park Road          Hollywood          Broward       Florida   33021    Ft. Lauderdale 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
305 1132 Kane Consourse        Bay Harbor Islands Dade          Florida   33154    Miami 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
308 2525 LeJeune Road          Coral Gables       Dade          Florida   33134    Miami 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
309 517 Arthur Godfrey Road    Miami Beach        Dade          Florida   33140    Miami 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
311 6080 Okeechobee Blvd.      W. Palm Beach      Palm Beach    Florida   33417    West Palm Beach 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
313 9469 So. Dixie Highway     Miami              Dade          Florida   33156    Miami 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
314 8337 W. Sunrise Blvd.      Plantation         Broward       Florida   33322    Ft. Lauderdale 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
315 230 So. Federal Highway    Deerfield Beach    Broward       Florida   33441    Ft. Lauderdale 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
316 4677 So. University Drive  Davie              Broward       Florida   33328    Ft. Lauderdale 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
319 13892 S.W. 56th Street     Kendale Lakes      Dade          Florida   33175    Miami 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
321 9834 Glades Rd. #C-15      Boca Raton         Broward       Florida   33434    West Palm Beach/Boca Raton 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
324 6213 Country Road 54       New Port Richey    Pasco         Florida   34653    Tampa/St. Petersburg 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
325 113 No. Congress Avenue    Boynton Beach      Palm Beach    Florida   33426    West Palm Beach/Boca Raton 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
326 9431 U.S. Highway 19       Port Richey        Pasco         Florida   34668    Tampa/St. Petersburg 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
330 2440 Sunset Point Road     Clearwater         Pinellas      Florida   34625    Tampa/St. Petersburg 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
331 35098 U.S. 19 North        Palm Harbor        Pinellas      Florida   34684    Tampa/St. Petersburg 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
332 5580 Cortez Road West      Bradenton          Manatee       Florida   34210    Bradenton 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
334 3957 Cattleman Road        Sarasota           Sarasota      Florida   34233    Sarasota 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
335 7681 Lake Worth Road       Lake Worth         Palm Beach    Florida   33467    West Palm Beach/Boca Raton 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
339 8201 Pine Island Road      Tamarac            Broward       Florida   33321    Ft. Lauderdale 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
342 11125 Park Boulevard       Seminole           Pinellas      Florida   34642    Tampa/St. Petersburg 
-----------------------------  ------------------ ------------  --------- -------  -------------------------- 
</TABLE>




<PAGE>




                                   EXHIBIT B

5.15     General Conversion Matters.

         (a) Taxpayer Information. Seller shall deliver to Purchaser within
three (3) Business Days after the Closing Date (a) TINs (or record of
appropriate exemption) for all holders of Accounts and (b) all other
information in Seller's possession or reasonably available to Seller required
by applicable law to be provided to the IRS with respect to the Assets and
Deposits and the holders thereof (collectively, the "Taxpayer Information").

         (b) Data Processing Tapes and File Packages.

                  (i) No later than thirty (30) days following the execution of
         this Agreement, Seller will provide Purchaser with tape record layouts
         of all account types at the Branch Offices, initial data processing
         test file packages, and related product and marketing information.

                  (ii) On the day immediately following the Closing Date,
         Seller will provide Purchaser with magnetic tapes for the conversion
         of the data processing for the Deposits.

                  (iii) Data processing conversion will occur on the calendar
         day following the Closing Date.

                  (iv) Seller and Purchaser shall cooperate with one another in
         order to ensure the orderly transfer of all data processing
         information. If Seller uses third party data processing services to
         support Seller's pre-closing or closing activities, Seller shall be
         responsible for ensuring that all such third party processing services
         are provided for the benefit of Purchaser. If Purchaser expects to use
         third party data processing services to support post-closing
         activities, Purchaser shall be responsible for ensuring that all such
         third party processing services are provided, and Seller shall
         cooperate with Purchaser to ensure that the services are provided by
         the third parties.

                  (v) Within ninety (90) days following the Closing Date, to
         the extent that Seller has such items and information in its
         possession, Seller shall deliver to Purchaser information with respect
         to the Deposits for the three (3) annual periods ending December 31 of
         the previous three (3) years and the period elapsed of the current
         year through the Closing Date. Such information shall be delivered in
         the format (whether tape or microfiche) on which such information is
         maintained by Seller, and such information shall include, with respect
         to each Deposit account, as applicable and to the extent Seller has
         such information in its possession, customer name, account number,
         taxpayer identification number, deposit type, account opening date,
         average collected balance, current balance, branch code, interest
         method and frequency, maturity date, 


                                      48
<PAGE>

         last rollover date, term, and next interest payment due date.

         (c) Missing Taxpayer Identification Numbers. At or prior to the
Closing Date, Seller shall provide Purchaser with a list of all Deposits with
respect to which notice was received from the Internal Revenue Service stating
that the taxpayer identification number is missing or incorrect. Said list
shall also set forth the date on which the notice was received by Seller.

         (d) Assumption of IRA Deposits. With respect to Deposits which are
IRAs, Seller will use its reasonable efforts and will cooperate with Purchaser,
both before and after the Closing, in taking whatever actions are reasonably
necessary to accomplish the appointment of Purchaser as successor
trustee/custodian, such appointment to be effective as of the Closing Date,
including but not limited to sending to the depositors thereof appropriate
notices and cooperating with Purchaser in soliciting consents from such
depositors to the extent such consents may be required.

         (e) Retirement Accounts. Seller shall provide Purchaser with the trust
documents for the Retirement Accounts assumed by Purchaser under Article II of
this Agreement. Purchaser acknowledges that Seller uses the IRA Plan and Trust
and the Business Retirement Plan and Trust of the Western League of Savings
Institutions and if Purchaser desires to continue using these documents,
Purchaser must acquire the right to do so, at its own expense, directly from
the Western League of Savings Institutions.

         (f) Assumption of Keogh Deposits. With respect to Purchaser's proposed
assumption of Retirement Accounts which are Keogh Accounts, Seller shall
cooperate with Purchaser to invite depositors to direct a transfer of each such
depositor's Keogh Account and the related Retirement Account to Purchaser, as
trustee thereof. Notwithstanding the foregoing, Purchaser will not assume any
Retirement Accounts which are Keogh Accounts (and such Retirement Accounts will
not be considered in calculating the payments to be made pursuant to Article
II) unless Purchaser has received the documents necessary for such assumption
or transfer at or before the Closing. With respect to depositors who do not
appoint a successor trustee, Seller will use its reasonable efforts after
Closing in order to enable Purchaser to retain such Keogh Accounts at the
Branch Offices.

         (g) ATM Access Cards. As of the close of business on the Closing Date,
all ATM access cards issued by Seller to customers of the Branch Offices shall
be void. In connection with the notices to depositors described in Section 5.9
of this Agreement, at least thirty (30) days prior to the Closing Date, Seller
shall notify Branch Office customers in writing of such cancellation of the ATM
access cards. At least 30 days prior to the Closing Date, Seller agrees to
provide the necessary data tapes required to accommodate the processing of ATM
cards. The ATM access card data will be provided by Seller in the format that
is maintained by Seller. Purchaser may issue, but it may not activate, ATM
access cards to depositors prior to the Closing Date. Except as otherwise
permitted in this Agreement, Seller shall take such other actions as are
necessary to limit the Branch Office customers' access to funds transferred to
Purchaser after the Closing Date.

         (h) Schedule of Holds and Stop Payments. At the Closing, Seller will
deliver to Purchaser a schedule of holds and stop payments placed on particular
accounts or individual checks 


                                      49
<PAGE>

at the Branch Offices and the terms of such holds.

         (i) Certain Items Credited For Deposit. After the Closing Date, any
items (other than those issued by the federal, state or local government or any
related entity) that were credited for deposit to an account at any Branch
Office prior to the Closing Date and are returned unpaid and any checks issued
by the federal, state, or local government or any related entity that were
credited for deposit to an account at any Branch Office prior to the Closing
Date and are returned unpaid ("Returned Items") will be handled in the
following manner:

                  (i) If Purchaser's bank account is charged for the Returned
         Item and there are sufficient funds in the account to which such
         Returned Item was credited or any other accounts on deposit at the
         Branch Offices or at any other branch office of Purchaser standing in
         the name of the party liable for such item, Purchaser will, to the
         extent legally permissible, debit any or all of such accounts an
         amount equal in the aggregate to the Returned Item. If Purchaser's
         bank account is charged for the Returned Item and there are not
         sufficient funds in the account, Purchaser shall attempt to obtain
         reimbursement from the account to which, or from the party to whom,
         the Returned Item was credited; and

                  (ii) If Seller's bank account is charged for the Returned
         Item and there are sufficient funds in the account to which such
         Returned Item was credited or any other accounts on deposit at the
         Branch Offices standing in the name of the party liable for such item,
         Purchaser shall, to the extent legally permissible, debit any or all
         of such accounts an amount equal in the aggregate to such Returned
         Item and shall repay that amount to Seller. If those accounts do not
         contain funds sufficient to reimburse Seller fully or Purchaser is
         otherwise unable to debit such accounts, Purchaser shall immediately
         repay to Seller the amount of the Returned Item and Seller shall
         assign the Returned Item to Purchaser for collection.

         (j) New Checks. As soon as possible and no later than thirty (30) days
following the Closing Date, Purchaser shall provide holders of checking
accounts at the Branch Offices some new checks MICR encoded with Purchaser's
routing and transit numbers and Purchaser's customer identification number at
its sole cost and expense. For a period no longer than ninety (90) days
following the Closing Date, Seller shall immediately pass through to Purchaser
checks received by it drawn on such accounts. Purchaser accepts full
responsibility to either pay the items or return them in accordance with the
customer agreement and the applicable state uniform commercial code. During the
ninety (90) day or shorter period described, Seller shall give Purchaser a
daily accounting of debits for its clearing account. On a daily basis, upon
review of such debits, Purchaser shall reimburse Seller by wire transfer in
immediately available funds to Seller's Account; provided, however, after
thirty (30) days following the Closing, Seller shall settle by wire transfer in
immediately available funds on a weekly basis.

         (k) Remittance of Payments. For ninety (90) days following the Closing
Date,



                                      50
<PAGE>

                  (i) Seller shall remit to Purchaser all payments received by
         Seller at its other offices after the Closing Date which relate to the
         Branch Offices with respect to Loans or amounts intended for deposit
         to the accounts which are part of the Deposits or otherwise relating
         to the Deposits or Loans, and after such ninety (90) day period Seller
         shall return such items;

                  (ii) Purchaser shall remit to Seller all payments received by
         Purchaser at the Branch Offices or its other offices after the Closing
         Date which relate to Seller's other offices, and after such ninety
         (90) day period Purchaser shall return such items; and

                  (iii) With respect to checks or drafts drawn against accounts
         which are Deposits, Seller shall cooperate with Purchaser and take all
         reasonable steps requested by Purchaser to ensure that each such item
         that is coded for presentment to Seller or to any bank for the account
         of Seller is delivered to Purchaser in accordance with applicable law
         and Clearing House rules or agreement, and after such ninety (90) day
         period Seller shall return such items marked "Account Closed".

         (l) Check Sorting. For ninety (90) days following the Closing Date, on
a daily basis Seller shall out sort all checks drawn on an account maintained
at any Branch office and prepare them to be couriered to Purchaser at a
location designated by Purchaser by the close of business on the day they are
received; provided that Seller shall also transmit to Purchaser, as instructed
by Purchaser, copies of all items payable in the amount of $2,500 or more.
Purchaser shall arrange and pay for all couriers that are necessary for check
processing activity during this period. Purchaser shall settle for the gross
dollar amount of out sorted checks drawn on an account maintained at any Branch
Office by wire transfer in immediately available funds to Seller's Account on
the day that Purchaser receives the daily accounting of debits from Seller;
provided, however, that after thirty (30) days following the Closing Date,
Purchaser shall settle on a weekly basis by wire transfer in immediately
available funds. All rejected checks written on an account maintained at any
Branch Office which is transferred to Purchaser pursuant to this Agreement are
to be the responsibility of Purchaser. After the ninety (90) day period, Seller
may return such items marked "Account Closed".

         (m) ACH Items. ACH items will be handled in the following manner:

                  (i) At least thirty (30) calendar days prior to the Closing
         Date, Seller will deliver to Purchaser (A) a modem transmission of all
         ACH Items and recurring debit arrangements in standard ACH format, (B)
         copies of all ACH origination forms for social security payments and
         recurring debit arrangements being assumed by Purchaser hereunder, and
         (C) all other records and information in Seller's possession necessary
         for Purchaser to administer such arrangements.

                  (ii) As soon as possible after the Closing Date, Seller and
         Purchaser will use their reasonable efforts to transfer all ACH
         arrangements to Purchaser. Purchaser shall continue such ACH
         arrangements and such recurring debit arrangements as are originated
         and administered by third parties and for which Purchaser need act
         only as 


                                      51
<PAGE>

         processor.

                  (iii) Beginning on the Closing Date and for one hundred and
         twenty (120) days after the Closing Date, Seller shall use
         commercially reasonable efforts to, prior to 12:00 p.m. on each
         Business Day, (A) telecopy or deliver to Purchaser at such address as
         Purchaser may from time to time designate, a summary of ACH Items
         activity affecting the Deposits at the Branch Offices during the prior
         Business Day, and (B) remit by wire transfer to Purchaser all ACH
         Items funds then known by Seller which are intended for deposit
         accounts at the Branch Offices being transferred to Purchaser on such
         Business Day. One hundred and twenty (120) days after the Closing
         Date, Seller will return all such ACH Items to the paying party and
         Purchaser shall assume no responsibility with respect to such ACH
         Items.

         (n) Reclamations. Purchaser will make every effort to recover funds on
reclamations received for federal recurring payments and ACH transfers. If
collection efforts are unsuccessful, Seller shall be responsible for
reimbursing Purchaser for those transactions that were processed prior to and
through the Closing Date.



                                      52
<PAGE>




                                   EXHIBIT C

                                  BILL OF SALE



         This BILL OF SALE (this "Bill of Sale"), is made as of
______________________ from California Federal Bank, a Federal Savings Bank,
("Seller"), to _____________________________________ ("Purchaser").

         WHEREAS, pursuant to the Asset Purchase and Sale Agreement, dated as
of __________________ (the "Agreement"), by and between Seller and Purchaser,
Purchaser has agreed to purchase from Seller all of its right, title and
interest in and to certain assets.

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by Seller, Seller does hereby sell, convey, assign, transfer and
deliver to Purchaser, and its successors and assigns, all of Seller's right,
title and interest in and to the Assets (such capitalized term and, except as
otherwise defined herein, all other capitalized terms used herein shall have
the meaning ascribed to such terms in the Agreement) as of the date hereof.

         In accordance with the Agreement, the Assets shall not include, and
Purchaser is not acquiring from Seller, any of the Excluded Assets, and Seller
shall retain ownership of all right, title and interest in and to the Excluded
Assets.

         Seller covenants and agrees with Purchaser that Seller will execute,
acknowledge and deliver such other and further instruments and will take such
other action as may be necessary or desirable to carry out more effectively the
transfer of assets provided for herein.

         Nothing in this instrument, express or implied, is intended or shall
be construed to confer upon, or give to, any person other than Purchaser and
its successors and assigns, any remedy or claim under or by reason of this
instrument or any agreements, covenants or terms hereof, and all the
agreements, covenants and terms contained in this instrument shall be for the
sole and exclusive benefit of Purchaser and its successors and permitted
assigns.

         This Bill of Sale shall inure to the benefit of Purchaser and its
successors and permitted assigns and be binding upon and enforceable against
Seller and its successors and permitted assigns.

         IN WITNESS WHEREOF, this Bill of Sale has been duly executed and
delivered by the duly authorized office of Seller as of the date first written
above.



                                       1
<PAGE>

                                           California Federal Bank,
                                           A FEDERAL SAVINGS BANK


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


    AGREED AND ACCEPTED:
 
    Name of Purchaser


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





                                       2
<PAGE>


                                   EXHIBIT D

                            INSTRUMENT OF ASSUMPTION


         This INSTRUMENT OF ASSUMPTION (this "Instrument of Assumption") is
made as of ____________________, by
__________________________________________________ ("Purchaser"), in favor of
California Federal Bank, A Federal Savings Bank ("Seller"), pursuant to the
Asset Purchase and Sale Agreement dated as of __________________ (the
"Agreement"), by and between Purchaser and Seller.

         In partial consideration of the sale, conveyance, assignment, transfer
and delivery by Seller to Purchaser, pursuant to the Agreement, of all of
Seller's right, title and interest in and to the Assets (such capitalized term
and, except as otherwise defined herein, all other capitalized terms used
herein shall have the meaning ascribed to such terms in the Agreement), (i)
Seller does hereby assign to Purchaser, and Purchaser does hereby assume from
Seller, the Deposits, and Purchaser does hereby agree to pay, honor, perform
and discharge all obligations with respect to, and shall be solely and
exclusively liable for, the Deposits and (ii) Seller does hereby assign to
Purchaser, and Purchaser does hereby assume from Seller, the Other Liabilities,
and Purchaser does hereby agreed to pay, honor, perform and discharge all
obligations with respect to, and shall be solely and exclusively liable for,
the Other Liabilities. The Deposits and the Other Liabilities are collectively
referred to herein as the "Assumed Liabilities."

         In accordance with the Agreement, the Assumed Liabilities shall not
include and Purchaser is not assuming, and shall not be deemed to have assumed
any of, the Excluded Liabilities, and, accordingly, Purchaser has not agreed to
assume or pay, and shall not assume or be deemed to have assumed, any liability
or obligation, direct or indirect, absolute or contingent, of Seller or any
other person or entity, the assumption of which is not expressly provided for
in the Agreement.

         The assumption by Purchaser of the Assumed Liabilities shall not be
construed to defeat, impair or limit in any way any rights or remedies of
Purchaser to contest or dispute the validity or amount thereof.



                                       1

<PAGE>



         For the consideration aforesaid, Purchaser, for itself and its
successors and assigns, has covenanted, and by this Instrument of Assumption
does covenant, with Seller and its successors and assigns that Purchaser and
its successors and assigns will do, execute and deliver, or will cause to be
done, executed and delivered, all such further acts and instruments which
Seller may reasonably request in order to more fully effectuate the assumption
of liabilities provided for herein.

         This Instrument of Assumption will be enforceable against the
successors and assigns of Purchaser and will inure to the benefit of the
successors and assigns of Seller.

         IN WITNESS WHEREOF, this Instrument of Assumption has been duly
executed and delivered by the duly authorized officer of Purchaser as of the
date first set forth above.

                                              NAME OF PURCHASER



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



AGREED AND ACCEPTED:

California Federal Bank,
A FEDERAL SAVINGS BANK



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



                                       2

<PAGE>



                                   EXHIBIT E


                                                       Date


Name of Purchaser
Address of Purchaser


         Re:      Branch Purchase Agreement, dated as of _______________, by
                  and between California Federal Bank, A Federal Savings Bank
                  and ______________

Gentlemen:

         I am (title) of California Federal Bank, A Federal Savings Bank
("First Nationwide"), a federal savings association organized under the laws of
the United States of America, and have acted as such in connection with the
Asset Purchase and Sale Agreement, dated as of ____________________ (the
"Agreement"), by and between First Nationwide and
____________________________________ ("Purchaser"), and the transactions
contemplated thereby pursuant to which Purchaser will acquire (the
"Acquisitions") certain assets and assume certain liabilities related to First
Nationwide's branch banking operations in the State of Florida.

         The opinions expressed herein are being rendered pursuant to Section
(10.2) of the Agreement. Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings set forth in the Agreement.

         In connection with the opinions expressed herein, I have examined and
am familiar with originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Agreement, (ii) the Charter and Bylaws of First
Nationwide, (iii) minutes and resolutions of the Board of Directors of First
Nationwide relating to the Agreement and the transactions contemplated thereby,
(iv) action by written consent of the sole shareholder of First Nationwide
approving the Agreement and the transactions contemplated thereby, (v)
certificates from public officials as to the subsistence and good standing of
First Nationwide under the laws of the United States of America, (vi) a letter,
dated ___________________, to First Nationwide from the Office of Thrift
Supervision (the "OTS"), approving the Acquisition, and (vii) such other
documents and matters of fact and law as I have deemed necessary or appropriate
as a basis for the opinions set forth below.



                                       1

<PAGE>



         In my examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
documents executed by parties other than First Nationwide, I have assumed that
(i) such parties had the power, corporate or other, to enter into and perform
their respective obligations thereunder, (ii) the due authorization by all
requisite action, corporate or other, and execution and delivery, by such
parties of such documents and (iii) the validity and binding effect of such
documents on such parties. As of factual matters relevant to the opinions
expressed below, I have relied upon, among any other things, First Nationwide's
factual representations in Sections (3.1) and (3.2) of the Agreement. With
respect to my opinion on the subsistence and good standing of First Nationwide,
I have relied upon certificates or other confirmation from public officials.

         I am admitted to the Bar of the State(s) of ____________________ and I
express no opinion as to the laws of any other jurisdiction other than the laws
of the United States of America.

         Based upon and subject to the foregoing, I am of the opinion that:

                  (a) First Nationwide has been organized, and is subsisting
and in good standing, as a federally chartered savings association under the
laws of the United States.

                  (b) The execution, delivery and performance of the Agreement
by First Nationwide and the consummation by First Nationwide for the
transactions provided for therein have been duly authorized by all requisite
corporate action on the part of First Nationwide.

                  (c) The Agreement has been duly executed and delivered by
First Nationwide.

                  (d) Subject to the satisfaction of all conditions to the
approval of the OTS of the transactions contemplated by the Agreement, the
execution, delivery and performance by First Nationwide of the Agreement will
not violate the Charter or Bylaws of First Nationwide.



                                       2

<PAGE>



         The opinions expressed herein are solely for your benefit in
connection with the transactions contemplated by the Agreement and may not be
relied upon by you or anyone else for any other purpose. The opinions expressed
herein may not be quoted from, circulated, relied upon or otherwise referred to
by any other person or entity without the prior written consent of the
undersigned.

                                         Very truly yours,

                                         California Federal Bank,
                                         A FEDERAL SAVINGS BANK


                                       3

<PAGE>



                                   EXHIBIT F


                                                       Date

Board of Directors
California Federal Bank,
  A Federal Savings Bank
135 Main Street
San Francisco, California 94105

Gentlemen:

         This opinion is rendered to California Federal Bank, A Federal Savings
Bank, ("Seller") pursuant to Section (11.2) of the Branch Purchase Agreement by
and between _______________________________ ("Purchaser") and Seller, dated as
of __________________ ("Agreement"), relating to the transfer to Purchaser by
Seller of the assets and deposit liabilities of its branch offices located in
______________, and other assets and liabilities more fully described in the
Agreement. Unless the context otherwise requires, all terms used herein and not
otherwise defined shall have the same meaning as in the Agreement.

         I am (title) . I have examined originals or copies, identified to my
satisfaction, of such documents, corporate records and other instruments, and
have otherwise made such examination of matters, either personally or through
appropriate officers, employees or agents of Purchaser (when appropriate,
relying without any independent investigation on my part upon information or
reports from such officers, employees or agents having knowledge of the
relevant facts), as I have deemed necessary for the purpose of this opinion.
Except as relates to the opinions set forth herein, I express no opinion as to
any statute, regulation, policy, practice, procedure, order, directive,
agreement, condition or any other matter relating to the ongoing operations of
Purchaser.

         In my examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents,
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
documents executed by parties other than Purchaser, I have assumed that (i)
such parties had the power, corporate or other, to enter into and perform their
respective obligations thereunder, (ii) the due authorization by all requisite
action, corporate or other, and execution and delivery, by such parties of such
documents and (iii) the validity and binding effect of such documents on such
parties. As to factual matters relevant to the opinions expressed below, I have
relied upon, among any other things, Purchaser's factual representations in
Sections (4.1) and (4.2) of the Agreement. With respect to my opinion on the
subsistence and good standing of Purchaser, I have relied upon certificates or
other confirmation from public officials.

               Based upon and subject to the foregoing, I am of the opinion
that:


                                       1

<PAGE>



         (1) Purchaser is duly organized and is subsisting and in good standing
as a _____________________________ under the laws of ________________________.

         (2) The execution, delivery and performance of the Agreement by
Purchaser and the consummation by Purchaser of the transactions have been duly
authorized by all requisite corporate action on the part of Purchaser.

         (3) Subject to the satisfaction of all conditions to the approval of
the Office of Thrift Supervision ("OTS") of the transactions contemplated by
the Agreement, the Agreement constitutes a valid and legally binding obligation
of Purchaser, enforceable against Purchaser in accordance with its terms except
as may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent
conveyance, conservatorship, receivership or similar laws affecting the
enforcement of creditors' rights generally or the rights of creditors under the
laws of the State of _________, (ii) laws relating to the safety and soundness
of federally insured depository institutions, and (iii) general equitable
principles (regardless of whether the issue of enforceability is considered in
a proceeding in equity or at law).

         (4) Subject to the satisfaction of all conditions to the approval of
the OTS of the transactions contemplated by the Agreement, the execution,
delivery and performance by Purchaser of the Agreement will not violate the
charter or bylaws of Purchaser. The opinions expressed herein are being
provided to Seller for the sole purpose of satisfying the requirements of
Section (11.2) of the Agreement, and may be relied upon by Seller specifically
with respect to the specific transactions described by the Agreement as to
which these opinions relate, and may not be quoted or reproduced, in whole or
in part, or otherwise referred to for nay other purpose or filed with or
transmitted to any other person (including any governmental agency) without
Purchaser's prior written consent.

                                   Very truly yours,

                                   Name of Purchaser


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


                                       2