EXHIBIT #10.2


                     OFFICE PURCHASE AND ASSUMPTION AGREEMENT
                                 by and between

                              COLUMBUS NATIONAL BANK

                                       and


                     BANK ONE, STEUBENVILLE, NATIONAL ASSOCIATION


8/29/95



                           TABLE OF CONTENTS


         1.      PURCHASE AND ASSUMPTION                                   1
                  1.01            Purchase and Sale of Assets              1
                  1.02    Transfer of Assets                               2
                  1.03     Acceptance and Assumption                       4
                  1.04     Payment of Funds                                7

         2.      CONDUCT OF THE PARTIES PRIOR TO CLOSING
                  2.01     Covenants of BANK ONE                          11
                  2.02     Covenants of CNB                               18
                  2.03     Covenants of All Parties                       20

         3.      REPRESENTATIONS AND WARRANTIES                           21
                  3.01    Representations and Warranties of BANK ONE      21
                  3.02    Representations and Warranties of CNB           28

         4.      ACTIONS RESPECTING EMPLOYEES AND PENSION AND
                  EMPLOYEE BENEFIT PLANS                                  30
                  4.01    Employment of Employees                         30
                  4.02    Terms and Conditions of Employment              30
                  4.03    Compliance with Law                             31
                  4.04    Actions to be Taken by BANK ONE                 31



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         5.      CONDITIONS PRECEDENT TO CLOSING                          32
                  5.01    Conditions to BANK ONE'S Obligations            32
                  5.02    Conditions to CNB's Obligations                 34
                  5.03    Non-Satisfaction of Conditions Precedent        37
                  5.04    Waiver of Conditions Precedent                  38

         6.      CLOSING 38
                  6.01    Closing and Closing Date                        38
                  6.02    BANK ONE's Actions at Closing                   38
                  6.03    CNB's Actions at the Closing                    41
                  6.04    Methods of Payment                              43
                  6.05    Availability of Closing Documents               44
                  6.06    Effectiveness of Closing                        44

         7.      CERTAIN TRANSITIONAL MATTERS                             44
                  7.01    Transitional Action by CNB                      44
                  7.02    Transitional Actions by BANK ONE                44
                  7.03    Overdrafts and Transitional Action              54
                  7.04    ATMs                                            55
                  7.05    Effect of Transitional Action                   56

         8.      GENERAL COVENANTS AND INDEMNIFICATION                   56
                  8.01    Confidentiality  Obligations of CNB             56
                  8.02    Confidentiality Obligations of BANK ONE         58
                  8.03    Indemnification by BANK ONE                     59
                  8.04    Indemnification by CNB                          61
                  8.05    Solicitation of Customers by
                           CNB Prior to Closing                            61
                  8.06    Further Assurances                              61
                  8.07    Operation of the Offices                        62
                  8.08    Information After Closing                       63
                  8.09    Survival of Covenants                           63
                  8.10    Individual Retirement Accounts                  63

         9.      TERMINATION                                             64
                  9.01    Termination by Mutual Agreement                 64
                  9.02    Termination by BANK ONE                         64
                  9.03    Termination by CNB                              65
                  9.04    Effect of Termination                           65

         10.     MISCELLANEOUS PROVISIONS                                66
                  10.01   Expenses                                        66
                  10.02   Certificates                                    66
                  10.03   Termination of Representations and Warranties   66
                  10.04   Waivers                                         67


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                  10.05   Notices                                         68
                  10.06   Parties in Interest: Assignment; Amendment      69
                  10.07   Headings                                        70
                  10.08   Terminology                                     70
                  10.09   Flexible Structure                              72
                  10.10   Press Releases                                  72
                  10.11   Entire Agreement                                72
                  10.12   Governing Law                                   73
                  10.13   Counterparts                                    73
                  10.14   Tax Matters                                     73


OFFICE PURCHASE AND ASSUMPTION AGREEMENT


This  Agreement  ("Agreement"),  made  this 1st day of  September  1995,  by and
between  Columbus  National  Bank,  a  national  banking  association  with  its
principal office at 1025 Main Street, Suite 800 Wheeling,  West Virginia,  26003
(hereinafter called "CNB") and Bank One, Steubenville,  National Association, or
its successors and assigns,  a national  banking  association with its principal
office at 401 Market Street, Steubenville,  Ohio 43952 (hereinafter called "BANK
ONE").

WHEREAS,  CNB desires to purchase and assume from BANK ONE, and BANK ONE desires
to sell and assign to CNB certain assets and liabilities associated with offices
of BANK ONE in Steubenville, Ohio, as hereinafter described;

NOW, THEREFORE, in consideration of the premises hereinafter set forth and other
good  and  valuable   consideration,   the   sufficiency   of  which  is  hereby
acknowledged, CNB and BANK ONE hereby agree as follows:

1.PURCHASE AND ASSUMPTION.

1.01  Purchase and Sale of Assets.  At the  Closing,  as defined in Section 6.01
hereof (the "Closing"), CNB shall purchase and acquire and BANK ONE shall assign
the leased  real  estate and other  assets  described  in  Section  1.02  hereof
(collectively,  the "Assets") all of which are used in and/or relate to business
conducted by BANK ONE at its branch offices known as and located at:

         (a)     High Street, Flushing, Ohio 43977 (the "Flushing Office");

         (b)     Unit No. 490, Ohio Valley Mall Shopping Center, Richland
                  Township, Ohio 43950 (the "St. Clairsville Office");

pursuant to the terms and conditions set forth herein and subject to


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exceptions,  if any, set forth  herein.  The foregoing  offices are  hereinafter
sometimes  collectively  referred to as the  "Offices"  and each,  individually,
sometimes as an "Office." The  transactions  contemplated  by this Agreement and
the  purchase of assets and  assumption  of  liabilities  provided for herein is
sometimes referred to herein as the "Acquisition."

1.02 Transfer of Assets.  Subject to the terms and conditions of this Agreement,
BANK ONE shall  assign,  transfer,  convey and  deliver to CNB, on and as of the
Closing on the Closing  Date,  as defined in Section  6.01  hereof,  the Assets,
which shall include the following:

(a) Leased Real  Estate.  A good and valid  leasehold  estate in the real estate
described  in attached  Schedule A and created by that certain  lease  agreement
between BANK ONE and lessor (the "Third  Party  Lease") for the real estate upon
which the Flushing Office and St.  Clairsville  Office are situated (the "Leased
Real Estate"),  which Third Party Lease is specifically identified on Schedule A
annexed hereto;

(b) Furniture and Equipment.  All of BANK ONE's right, title and interest in and
to the  furniture,  fixtures and  equipment,  excluding the teller  calculators,
CRTs,  controller and printer and signs,  printed supplies and documents bearing
the BANK ONE name and/or logo, owned by BANK ONE and located at the Offices, but
specifically  including  that listed on  Schedule B attached  hereto (the "Fixed
Assets");

(c) Safe Deposit Business.  All right,  title and interest of BANK ONE in and to
the safe deposit  business  (subject to the  allocation  of safe deposit  rental
payments as provided in Section 1.03(c)(ii) hereof) located at the Offices as of
the close of business on the Closing Date;

(d) Cash on Hand. All cash on hand at the Offices as of the close of business on
the Closing  Date  including  vault  cash,  petty cash,  ATM cash,  if any,  and
tellers' cash;

(e) Prepaid Expenses.  All prepaid expenses  recorded or otherwise  reflected on
the books of BANK ONE as at June 3 0, 1995,  or incurred in the ordinary  course
of business thereafter,  as being attributable to the Offices as of the close of
business on the day  immediately  preceding  the Closing  Date,  but only to the
extent  attributable to the Assets sold,  assigned or transferred to CNB by BANK
ONE pursuant to this Agreement and only to the extent arising by reason of CNB's
use or ownership of such Assets after the close of business on the Closing Date.
Any and all prepaid  expenses  incurred by BANK ONE with  respect to the Offices
subsequent to June 30, 1995,  shall be subject to the prior  written  consent of
CNB;


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(f) Office Loans. All right, title and interest in and to all those loans which,
as of the close of business on the Closing Date, are (i) secured, in whole or in
part, by Deposit Accounts (as hereinafter defined) attributable to an Office and
being assumed by CNB pursuant to this Agreement (the "Deposit Account Loans") or
(ii)  automatically  created as the result of an overdraft of a Deposit  Account
pursuant to a pre-approved overdraft protection program offered by BANK ONE (the
"Overdraft   Loans").   The  Deposit  Account  Loans  and  Overdraft  Loans  are
hereinafter  referred to  collectively as the "Office Loans." BANK ONE shall not
make any material  change to its  customary  policies for making Office Loans at
the Offices or extend  Office Loans which are  materially  different  than loans
offered by BANK ONE's other offices in  Steubenville,  Ohio. The transfer of the
Office Loans will be made without any reserve for loan losses;

(g)     Records of the Offices.  All original records and documents related to
the Assets transferred or liabilities assumed by CNB including, but not
limited to the deposit accounts; and

(h) Contracts or Agreements.  All of BANK ONE's right, title and interest in and
to the maintenance and service agreements  related to the Offices,  as listed on
Schedule C annexed  hereto and made a part  hereof  (the  "Assumed  Contracts"),
provided the same are assignable.

1.03  Acceptance  and  Assumption.  Subject to the terms and  conditions of this
Agreement, on and as of the Closing on the Closing Date, CNB shall:

(a) Assets. Receive and accept all of the Assets assigned, transferred, conveyed
and  delivered to CNB by BANK ONE pursuant to this  Agreement,  including  those
identified in Section 1.02 above.

(b)  Deposit  Liabilities.  Assume  and  thereafter  discharge,  pay in full and
perform  all of BANK ONE's  obligations  and  duties  relating  to the  "Deposit
Liabilities" (as hereinafter defined). The term "Deposit Liabilities" is defined
herein as all of BANK ONE's  obligations,  duties and  liabilities of every type
and character  relating to all deposit  accounts,  other than (i) KEOGH accounts
and (ii) deposit  accounts  securing any loan of BANK ONE which is not an Office
Loan,  for which CNB assumes no liability,  which,  as reflected on the books of
BANK ONE as of the close of business on the Closing Date,  are  attributable  to
the  Offices.  The deposit  accounts  referred to in the  immediately  preceding
sentence  (hereinafter  the "Deposit  Accounts")  include,  without  limitation,
passbook  accounts,   checking,  Money  Market  and  NOW  accounts,   Individual
Retirement  Accounts  for which  BANK ONE has not  received,  on or  before  the
Closing  Date,  the  written  advice  from the  account  holder of such  account
holder's objection to or failure to accept CNB as successor  custodian ("IRA's")
and certificates of deposit. The "obligations, duties and


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liabilities" referred to in the immediately preceding sentence include,  without
limitation,  the obligation to pay and otherwise process all Deposit Accounts in
accordance with applicable law and their  respective  contractual  terms and the
duty  to  supply  all  applicable   reporting  forms  for  post-closing  periods
including,  without limitation,  Form 1099's,  relating to the Deposit Accounts.
With regard to each IRA  included  within the Deposit  Accounts,  CNB shall also
assume the plan pertaining  thereto and the trustee or custodial  arrangement in
connection therewith.

(c) Liabilities Under Leases/Safe Deposit Business.  Assume and thereafter fully
and timely perform and discharge, in accordance with their respective terms, all
of the  liabilities  and  obligations of BANK ONE arising after the Closing Date
with respect to:

         (i) all leases listed on Schedule D to this Agreement  (including  safe
         deposit leases if any) and sold, assigned or transferred to CNB by BANK
         ONE pursuant to this Agreement;

         (ii)  the safe  deposit  business  of the  Offices  including,  but not
         limited to, the maintenance of all necessary  facilities for the use of
         safe deposit boxes by the renters  thereof during the periods for which
         such persons have paid rent therefor in advance to BANK ONE, subject to
         the  agreed  allocation  of  such  rents,  which  allocation  shall  be
         satisfied in full by BANK ONE paying to CNB, in the manner specified in
         Section 6.04 hereof,  the amount of rental payment received by BANK ONE
         for each such safe deposit box  attributable to and prorated to reflect
         the period from and after the Closing Date,  subject to the  provisions
         of the applicable  leases or other  agreements  relating to such boxes;
         and

         (iii) all safekeeping items and agreements listed on Schedule D to this
         Agreement and delivered to CNB by BANK ONE pursuant to this  Agreement,
         including,  but not limited to, all applicable safekeeping  agreements,
         memoranda, or receipts so delivered to CNB by BANK ONE hereunder.

(d) Other Liabilities.  Fully and timely perform and discharge,  as the same may
be or become due,  the Assumed  Contracts,  the Third Party Lease for the Leased
Real Estate and all additional liabilities, obligations and deferred expenses of
BANK ONE as of the date of this Agreement,  which are (i) reflected on the books
of BANK ONE as being  attributable  to an Office as of the close of  business on
the Closing Date,  and (ii)  disclosed,  by  description  and an estimate of the
amount, to CNB in writing prior to the date of this Agreement),  but only to the
extent  attributable to the Assets sold,  assigned or transferred to CNB by BANK
ONE pursuant to this Agreement and only to the extent arising by reason of CNB's
use or ownership of such Assets after the


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close of business on the Closing Date. No additional liabilities and obligations
of BANK ONE incurred  subsequent to the date of this Agreement  shall be assumed
by CNB unless the prior written  consent of CNB has been  obtained  prior to the
incursion of the liability or obligation by BANK ONE.

(e) Other Obligations.  Fully and timely perform its obligations relative to
employees of the Offices, if any, as set forth hereinafter.

1.04  Payment  of Funds.  Subject  to the terms and  conditions  hereof,  at the
Closing: (a) Consideration.  In consideration of CNB's assumption of the Deposit
Liabilities and its other agreements  herein,  BANK ONE shall make available and
transfer to CNB, in the manner specified in Section 6.04 hereof,  funds equal to
the aggregate  balance of all Deposit  Accounts  (including  interest  posted or
accrued to such  accounts  as of the close of  business  on the day  immediately
preceding  the Closing  Date) plus the deferred  expenses  identified in Section
1.03(d)  hereof  prorated as of the close of business on the day  preceding  the
Closing Date less an amount equal to the sum of:

         (i) the amount of cash on hand at the Offices  transferred to CNB as of
         the close of business on the Closing Date; and

         (ii) the sum of $174,524  representing the leasehold  improvements made
         to the Leased Real Estate, which sum is attributable to said properties
         as follows:

                  Flushing Office                 $30,211
                  St. Clairsville Office          $144,313

         (iii) the sum of  $14,700  representing  the  purchase  price  (and the
         present  book value) of the  furniture,  fixtures and  equipment  being
         transferred to CNB on the Closing Date; and

         (iv) five percent (5%) of the aggregate "Core Deposits" (as hereinafter
         defined)  of the  Flushing  Office,  plus  three  percent  (3%)  of the
         aggregate Core Deposits of the St. Clairsville Office, as of the close
         of business on the Closing Date.  The term "Core Deposits" shall mean
         the aggregate balance of all Deposit  Liabilities of the Offices (which
         aggregate  balance shall include interest posted to such accounts as of
         the close of business on the Closing  Date but shall  exclude  interest
         accrued but not posted to such accounts as of such dates) other than
         those represented by "Jumbo Certificates of Deposit" (as hereinafter
         defined) or constituting "Public Deposits"(as defined in ss.135.01(1)
         Ohio


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         Revised Code). The term "Jumbo Certificates of Deposit" shall mean a
         Deposit Account represented by a certificate of deposit of $100,000 or

         more.  The  amount  calculated  as the  product  of either 5% or 3%, as
         applicable, times the Core Deposits of the respective Offices as of the
         close  of  business  on the  Closing  Date is  hereinafter  called  the
         "Acquisition Consideration;" and

         (v) the amount of prepaid expenses described in Section 1.02(f) of this
         Agreement,  prorated as of the close of business on the day immediately
         preceding the Closing Date; and

         (vi) the book value of the  Office  Loans  together  with  accrued  and
         unpaid  interest  thereon  computed  as of the close of business on the
         Closing Date.


         In the event that the sum of items (i) through  (vi) above should be in
         excess of the aggregate  amount to be  transferred by BANK ONE pursuant
         to the first paragraph of this Section 1.04(a), the full amount of such
         excess shall  constitute  an amount due from CNB to BANK ONE, and shall
         be paid to BANK ONE at the Closing in the manner  specified  in Section
         6.04  hereof.  The  parties  shall  execute  a  Preliminary  Settlement
         Statement at the Closing and Final Settlement  Statement  post-closing,
         in  substantially  the same forms as the forms  attached as Schedules Q
         and R, respectively.

(b) Reimbursement and Proration of Certain Expenses.  All other expenses (i) due
and payable at times after the  Closing  Date for periods  prior to the close of
business on the Closing  Date or (ii) paid prior to the close of business on the
Closing  Date for periods  following  the Closing  Date,  including  the prepaid
expenses  described in Section 1.02(f) hereof and deferred expenses described in
Section  1.03(d) hereof,  including  without  limitation,  real estate taxes and
assessments  which  are a lien but not yet due and  payable,  utility  payments,
payments  due  on  leases  assigned,   payments  due  on  assigned  service  and
maintenance  contracts  and similar  expenses  relating to the Offices  shall be
prorated  between  BANK  ONE  and CNB as of the  close  of  business  on the day
immediately preceding the Closing Date, provided,  however, that all real estate
taxes and assessments, if any, and to the extent payable by Seller and/or Buyer,
shall be  prorated at the  Closing on the basis of the most  recently  certified
real estate taxes and  assessments,  and all utility payments and lease payments
shall be prorated  on the basis of the best  information  available  at Closing.
With  respect to premiums  paid to the FDIC  deposit  insurance  for the Deposit
Liabilities  it shall be assumed  that all the Deposit  Liabilities  are insured
under the Bank Insurance Fund; the proration of FDIC insurance


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premiums will be based on the amount of the Deposit  Liabilities as of the close
of  business  on the  Closing  Date and the number of days during any period for
which BANK ONE has prepaid premiums to the FDIC but during which CNB has held or
will hold the Deposit  Liabilities.  For  prorations,  if any,  which  cannot be
reasonably calculated as of the Closing, a post-closing adjustment shall be made
in the manner specified in Section 6.04 hereof

(c)  Expenses  Relating to Real  Property.  The costs,  fees and expenses of all
title  commitments,  title  guaranties  and title  examinations  relating to the
procurement of the Title Commitments  related to the Leased Real Estate referred
to in Sections  2.01(c) and 5.02(g) herein,  shall be allocated to, and shall be
borne,  solely and exclusively by CNB. The costs,  fees and expenses relating to
the premiums  for all title  insurance  policies  (net of the costs of all title
commitments,  guaranties and  examinations),  and other similar costs,  fees and
expenses,  if any,  relating  to the sale and  transfer  of the  interest in the
Leased  Real  Estate,  shall be  allocated  to,  and shall be borne,  solely and
exclusively, by CNB.

CONDUCT OF THE PARTIES PRIOR TO CLOSING.

2.01 Covenants of BANK ONE. BANK ONE hereby covenants to CNB that, from the date
hereof until the Closing, it will do or cause the following to occur:

(a) Operation of the Offices.  BANK ONE shall continue to operate the Offices in
a manner equivalent to that manner and system of operation employed  immediately
prior to the date of this Agreement;  provided, however, that it is contemplated
by the parties  that,  prior to Closing,  BANK ONE will be  terminating  certain
programs which are currently in effect which allow  depositors to access Deposit
Accounts  through  electronic  means  and,  provided  further,   that  BANK  ONE
contemplates  that  the  name  of  the  Offices  may be  changed  to  BANK  ONE,
WHEELING-STEUBENVILLE,  N.A.,  as a  result  of  a  proposed  consolidation  and
corporate  combination of BANK ONE, WHEELING,  N.A., BANK ONE, NEW MARTINSVILLE,
N.A. and BANK ONE,  STEUBENVILLE,  N.A. (the  "Intra-Corporate  Consolidation"),
which such event may occur  prior to the  Closing  Date hereof BANK ONE will use
its best  efforts  to ensure  that no harm or damage  to the  reputation  of the
Offices or material reduction in the existing deposit liabilities of the Offices
occurs.

Notwithstanding  the  foregoing  and  except as may be  required  to obtain  the
required authorizations  referred to in Section 2.03 of this Agreement,  between
the date of this  Agreement and the Closing Date, and except as may be otherwise
required  by  a  regulatory  authority  or  to  effectuate  the  Intra-Corporate
Consolidation, BANK ONE shall not without the prior consent of CNB, which


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consent shall not be unreasonably withheld:

         (i)  cause  any  Office  to  engage  or  participate  in  any  material
         transaction or incur or sustain any obligation which, in the aggregate,
         is material to its  business,  condition  or  operations  except in the
         ordinary course of business;

         (ii) cause any Office to  transfer  to BANK ONEs other  operations  any
         material amount of Assets,  except for (a) supplies, if any, which have
         unique  function in BANK ONE's  business  and  ordinarily  would not be
         useful to CNB, (b) cash and other normal intrabank  transfers which may
         be  transferred in the ordinary  course of business in accordance  with
         normal banking practices and (c) signs, or those parts thereof, bearing
         the BANK ONE name and/or logo.

         (iii) cause the Offices to transfer to BANK ONE's other  operations any
         deposits other than deposits  securing loans made by BANK ONE which are
         not Office  Loans,  except in the  ordinary  course of  business at the
         unsolicited  request of  depositors  or cause any of BANK  ONE's  other
         operations  to  transfer to the  Offices  any  deposits,  except in the
         ordinary course of business at the  unsolicited  request of depositors;
         provided,  however,  that  BANK ONE  shall be  permitted  to make  such
         transfers of any deposits to or from the Offices  provided that neither
         (A) the net  amount of  transfers  to the  Offices  minus the amount of
         transfers from the Offices nor (B) the net amount of transfers from the
         Offices minus transfers to the Offices exceeds $100,000;

         (iv)  invest in any Fixed  Assets on behalf of any  Office,  except for
         commitments  made on or  before  the date of this  Agreement  which are
         disclosed to CNB on Schedule B of this  Agreement and for  replacements
         of furniture,  furnishings  and equipment  and normal  maintenance  and
         refurbishing  purchased  or  made  in the  ordinary  course  of  Office
         business;

         (v) enter into or amend any  continuing  contract  (other than  Deposit
         Liabilities and Office Loans) relating to the Offices,  which cannot be
         terminated  without  cause and  without  payment  of any  amounts  as a
         penalty, bonus, premium or other compensation for termination, or which
         is not made in the ordinary course of Office business;

         (vi) undertake any actions which are inconsistent with a program to use
         all  reasonable  efforts to maintain good  relations with customers and
         with  employees  employed  at the  Offices,  unless  such  actions  are
         required or permitted by this Agreement;



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         (vii) hire (other than to replace a departing  employee and/or to bring
         the number of  employees  at the  Offices to normal  staffing  levels),
         transfer,  reassign or terminate any employee of the Offices,  increase
         the compensation of any employee of the Offices,  or promote any of the
         employees  except  pursuant to and  consistent  with customary BANK ONE
         procedures and policies; or

         (viii) make any material  change to its customary  policies for setting
         rates on deposits offered at the Offices.

(b)Information  Concerning the Offices.  Upon reasonable notice,  BANK ONE shall
permit  officers  and  authorized  representatives  of CNB access to inspect the
Offices during normal  business hours or at such other time mutually agreed upon
by both  parties  and  permit  CNB to make or cause to be made  such  reasonable
investigation of information and materials  relating to the financial  condition
of the Offices, including general and subsidiary ledgers, deposit records, audit
reports and any other information concerning the business,  property,  personnel
and  legal  questions  concerning  the  Offices  (and  related  to the  physical
condition of the  Offices),  as CNB  reasonably  deems  necessary or  advisable;
provided,  however,  that such  access  and  investigation  shall be  reasonably
related  to  the  transactions  contemplated  hereby  and  shall  not  interfere
unnecessarily  with the  normal  operations  of the  Offices  or BANK  ONE;  and
provided,  further,  that  nothing in this  Section 2.0 1 (b) shall be deemed to
require BANK ONE to breach any  obligation  of  confidentiality  or to reveal an
proprietary   information,   trade  secrets,   marketing,   strategic  plans  or
information not related to the transaction  contemplated by this Agreement.  The
information  and  materials  related to the  financial  condition of the Offices
which will be made  available to CNB from BANK ONE  pursuant to this  subsection
will be accurate in all material  respects and will  accurately  and  completely
reflect the Deposit  Liabilities  attributable to the Offices as of the date the
information is provided.

(c) Title Commitments for Real Estate.  CNB, may at its election and expense, no
later  than  thirty  (30)  days  after  the  date of this  Agreement,  obtain  a
commitment or commitments (the "Title  Commitments") having an effective date as
near as feasible to the date of delivery of such Title  Commitments from a title
insurance  company  authorized  to do  business  in Ohio  designated  by CNB and
reasonably  satisfactory  to BANK  ONE,  to issue to CNB as soon as  practicable
after the Closing Date, as applicable, an American Land Title Association (ALTA)
leasehold  title  insurance  (1975 Form) policies having an effective date as of
the  Closing  Date in an  amount  satisfactory  to CNB (but not in excess of the
amount of the leasehold  interest to be transferred to CNB pursuant to the Third
Party  Lease)  covering  the  Leased  Real  Estate,  subject  to the  exceptions
specified in the Title Commitments.  Such commitments shall show title vested in
BANK ONE. If title to all or part of


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the Leased  Real  Estate is  unmarketable  or is subject  to any  defect,  lien,
encumbrance,  easement,  condition,  restriction or encroachment  other than the
Permitted  Exceptions  as  defined in Section  10.08(c)  herein,  then CNB shall
provide  written  notice  thereof to BANK ONE.  BANK ONE shall have  thirty days
after  written  notice  thereof  from CNB, to elect to remedy or remove any such
defect, lien, encumbrance, easement, condition, restriction or encroachment but,
if BANK ONE does not,  CNB may elect to attempt to cure or remove such defect or
encumbrance or other matter,  for a period of thirty days  thereafter.  BANK ONE
also shall execute and deliver to CNB at the time of Closing such affidavits and
other instruments,  if any, as the title insurance issuing the Title Commitments
may require to delete the standard exceptions appearing as Schedule B items in a
standard ALTA leasehold title insurance policy,  other than those which may only
be deleted by a survey.  CNB shall have the right to obtain at its sole cost and
expense  duly  certified  surveys,  and BANK ONE  hereby  grants  to CNB and its
surveyors,  agents and  contractors  right of access to the Leased Real  Estate,
with the prior  consent of the  landlord  obtained  by CNB,  for the  purpose of
performing the surveys.

(d) Required  Authorizations.  BANK ONE shall  obtain and procure all  necessary
corporate approvals and  authorizations,  if any, required on its part to enable
it to fully  perform  all  obligations  imposed  on it  hereunder  which must be
performed by it at or prior to the Closing.

(e) Creation of Liens and Encumbrances.  With respect to the Leased Real Estate,
BANK ONE shall not create or allow any liens,  imperfections in title,  charges,
easements, restrictions or encumbrances other than the Permitted Exceptions.

(f)  Condemnation.  If prior to Closing  all or any  portion of the Leased  Real
Estate is taken or is made  subject  to  eminent  domain  or other  governmental
acquisition  proceedings,  then BANK ONE shall promptly notify CNB thereof,  and
CNB may either  complete the Closing and receive the proceeds paid or payable on
account of such  acquisition  proceedings,  or terminate this Agreement.  If CNB
terminates  this  Agreement,  both parties shall  thereupon be relieved from all
further obligations hereunder.

(g)  Insurance  Proceeds,  Casualty and  Condemnation  Payments.  BANK ONE shall
maintain  adequate  insurance on all the Assets consisting of Leased Real Estate
and  Fixed  Assets  through  the  Closing  Date.  In the  event  of any  damage,
destruction  or  condemnation  affecting such Assets between the date hereof and
the time of the Closing,  BANK ONE shall deliver to CNB any  insurance  proceeds
and other payments,  to the extent of the applicable amount set forth in Section
1.04(a)(ii) or (iii) hereof with respect to the replacement cost with respect to
the Fixed  Assets,  as the case may be,  received  (or with respect to insurance
proceeds, which would be received assuming BANK ONE's insurance


<PAGE>



policy had no deductible) by BANK ONE as a result thereof unless, in the case of
damage  or  destruction,  BANK ONE has  repaired  or  replaced  the  damaged  or
destroyed property.

(h) IRA Accounts. Not later than thirty days prior to the expected Closing Date,
BANK ONE shall, at BANK ONE's expense,  mail notice of BANK ONE's resignation as
Custodian and the appointment of CNB as the Successor Custodian,  effective upon
Closing,  of each Individual  Retirement Account maintained at the Offices.  The
notice shall include such other information that is mutually agreed upon by BANK
ONE and CNB.

         (i)  Assignment of the Lease.  BANK ONE shall use its  reasonable  good
         faith efforts to obtain any written consent of the landlord as shall be
         necessary for the  effective  assignment of the Third Party Lease as of
         the  Closing  Date.  The  assignment  of the Third Party Lease shall be
         substantially  the form of Schedule E attached hereto and  incorporated
         herein.  CNB  acknowledges  that  the  Third  Party  Lease  for the St.
         Clairsville  Office is currently a month-to- month Lease and may not be
         assignable,  and therefore, CNB acknowledges that it may be required to
         negotiate  directly with the Landlord of said Third Party Lease for any
         future  leasehold  rights to the St.  Clairsville  Office if said Third
         Party Lease is not extended by BANK ONE prior to the Closing Date.

2.02  Covenants  of CNB. CNB hereby  covenants  to BANK ONE that,  from the date
hereof until the Closing, it will do or cause the following to occur:

(a)  Regulatory  Applications.  CNB shall  prepare and submit for filing,  at no
expense to BANK ONE, any and all applications,  filings, and registrations with,
and notifications to, all federal and state authorities  required on the part of
CNB or any shareholder or affiliate of CNB for the Acquisition to be consummated
at the Closing as contemplated in Section 6.01 herein and for CNB to operate the
Offices  following the Closing.  CNB shall provide BANK ONE with a draft copy of
each application for BANK ONE's approval prior to filing, which approval by BANK
ONE will not be  unreasonably  withheld or delayed.  Such  applications  will be
submitted  to BANK ONE in draft form  within  thirty  (30) days from the date of
this  Agreement and filed by CNB without delay  following BANK ONE's approval of
such applications; provided, however, that in no event will such applications be
filed  later than sixty (60) days from the date of this  Agreement.  Thereafter,
CNB  shall   pursue  all  such   applications,   filings,   registrations,   and
notifications  diligently  and in good faith,  and shall file such  supplements,
amendments,  and  additional  information  in  connection  therewith  as  may be
reasonably  necessary for the  Acquisition to be consummated at such Closing and
for CNB to operate the Offices following the Closing.  CNB shall deliver to BANK
ONE evidence of the filing of each and all of such


<PAGE>



applications,   filings,   registrations  and  notifications   (except  for  any
confidential  portions  thereof,  and  any  supplement,  amendment  or  item  of
additional  information  in connection  therewith  (except for any  confidential
portions  thereof).  CNB shall also deliver to BANK ONE a copy of each  material
notice,  order,  opinion and other item of  correspondence  received by CNB from
such  federal  and  state  authorities  (except  for any  confidential  portions
thereof) and shall advise BANK ONE, at BANK ONE's request,  of developments  and
progress with respect to such matters.

(b)  Required  Authorizations.  CNB  shall  obtain  and  procure  all  necessary
corporate approvals and  authorizations,  if any, required on its part to enable
it to fully  perform  all  obligations  imposed  on it  hereunder  which must be
performed by it at or prior to the Closing.

(c) Satisfaction of Conditions.  CNB shall not voluntarily  undertake any course
of  action  inconsistent  with  the  satisfaction  of  the  requirements  or the
conditions applicable to it, or its agreements,  undertakings,  obligations,  or
covenants  set  forth  in this  Agreement,  and it  shall  promptly  do all such
reasonable acts and take all such  reasonable  measures as may be appropriate to
enable  it to  perform  as  early  as  possible  the  agreements,  undertakings,
obligations,  and covenants herein provided to be performed by it, and to enable
the conditions  precedent to BANK ONE's obligations to consummate the Closing of
the Acquisition to be fully  satisfied.  Additionally,  CNB shall not knowingly,
directly or through any existing or future  subsidiary  or  affiliate,  take any
action  that  would  be in  conflict  with,  or  result  in the  denial,  delay,
termination,  or withdrawal of, any of the regulatory  approvals  referred to in
this Agreement.

(d) Cooperation  Regarding Leased Real Estate.  CNB shall, at BANK ONE's request
in connection with BANK ONE's  obtaining the consents  specified in Section 2.01
(I), advise,  in writing,  the lessor of Leased Real Estate,  of CNB's intent to
assume and comply with the terms of the Third Party Lease (as to matters arising
from and after the Closing Date) for the Offices.

2.03 Covenants of All Parties.  BANK ONE hereby covenants to CNB, and CNB hereby
covenants to BANK ONE that,  from the date hereof until the Closing,  such party
shall cooperate fully with the other party in attempting to obtain all consents,
approvals, permits, or authorizations which are required to be obtained pursuant
to any federal or state law, or any federal or state regulation thereunder,  for
or in  connection  with the  transactions  described  and  contemplated  in this
Agreement.

3. REPRESENTATIONS AND WARRANTIES.

3.01 Representations and Warranties of BANK ONE. BANK ONE represents and


<PAGE>



warrants to CNB to the best of its knowledge, as follows:

(a)  Good  Standing  and  Power of BANK  ONE.  BANK  ONE is a  national  banking
association  duly organized,  validly  existing,  and in good standing under the
laws of the United  States with  corporate  power to own its  properties  and to
carry on its  business as  presently  conducted.  BANK ONE is an insured bank as
defined  in  the  Federal  Deposit  Insurance  Act  and  applicable  regulations
thereunder.

(b)  Authorization  of Agreement.  The execution and delivery of this Agreement,
and the  transactions  contemplated  hereby,  have been duly  authorized  by all
necessary  corporate  action on the part of BANK ONE,  and this  Agreement  is a
valid and binding obligation of BANK ONE.

(c)  Effective  Agreement.  Subject  to the  receipt  of any and  all  necessary
regulatory  approvals  and  required  consents,  the  execution,  delivery,  and
performance  of  this  Agreement  by  BANK  ONE  and  the  consummation  of  the
transactions  contemplated  hereby, will not conflict with, result in the breach
of, constitute a violation or default,  result in the acceleration of payment or
other  obligations,  or create a lien,  charge or encumbrance,  under any of the
provisions  of  Articles  of  Association  or  By-Laws  of BANK  ONE,  under any
judgment,  decree or order, under any law, rule, or regulation of any government
or agency  thereof,  or under  any  material  contract,  material  agreement  or
material instrument to which BANK ONE is subject,  where such conflict,  breach,
violation, default, acceleration or lien would have a material adverse effect on
the Assets or BANK ONE's ability to perform its obligations hereunder.

(d) Title to Real Estate And Other  Assets.  Except for the Leased Real  Estate,
BANK ONE is the sole owner of each of the Assets free and clear of any mortgage,
lien,  encumbrance  or  restrictions  of any kind or nature.  BANK ONE has valid
leasehold  title to the Leased Real Estate pursuant to the Third Party Lease and
has the use of the Real  Estate  pursuant to the Third  Party  Lease,  a binding
lease  agreement  which will be assigned  to CNB by  delivery  of an  assignment
conveying such leasehold  interest to CNB at the Closing for the Flushing Office
and, to the extent possible, for the St. Clairsville Office.

(e) Zoning  Variations.  As of the date of this Agreement,  BANK ONE has neither
received written notice of nor has it any notice of any contemplation to provide
BANK  ONE  with any  written  notice  from  any  governmental  authority  of any
uncorrected  violations of zoning and/or  building  codes relating to the Leased
Real  Estate.  The  Leased  Real  Estate  is  zoned  to  permit  CNB to use said
properties as offices of a financial institution.

(f)     IRA Account Documentation.  The form of Individual Retirement


<PAGE>



Custodial Account Agreement for individual retirement accounts,  and the related
Amended and Restated Individual  Retirement Account Disclosure Statement annexed
hereto as Schedule  G,  constitute  the form of the  document  establishing  the
trustee or custodial arrangement in connection with all IRAs's maintained
at the Office.

(g)  Condemnation  Proceedings.  BANK ONE has received no written  notice of any
pending  or  threatened,  nor  is it  aware  of any  contemplated,  condemnation
proceeding affecting or relating to the Offices.

(h) No Broker.  No broker or finder or other party or agent  performing  similar
functions,  has been  retained  by BANK ONE or is entitled to be paid based upon
any agreements,  arrangements,  or understandings made by BANK ONE in connection
with  the  transactions  contemplated  hereby,  and no  brokerage  fee or  other
commission has been agreed to be paid by BANK ONE on account of the transactions
contemplated hereby.

(i) Taxes. All federal, state and local payroll,  withholding,  property, sales,
use and transfer  taxes,  if any, which are due and payable by BANK ONE relating
to the  Offices  prior  to the date of  Closing  shall be paid in full as of the
Closing Date or BANK ONE shall have made appropriate  provision for such payment
in accordance with ordinary business practices.  Any claims for refunds of taxes
which have been paid by BANK ONE shall remain the property of BANK ONE.

(j)  Operations  Lawful.  The  conduct of banking  business at the Offices is in
compliance  in all  material  respects  with  all  federal,  state,  county  and
municipal  laws,  ordinances  and  regulations  applicable  to  conduct  of such
business.

(k) Third-Party Claims. There are no actions, suits or proceedings,  pending or,
to the best of BANK ONE's  knowledge,  threatened  against or affecting BANK ONE
which could have a material adverse effect on the aggregate value of the banking
business and Assets of the Offices.

(l)  Insurance.  BANK ONE maintains  such insurance on the Offices and the Fixed
Assets  to be  purchased  by or  assigned  to CNB as  may be  required  or as is
customary in the business of banking.

(m) Labor  Relations.  No employee located at any of the Offices is represented,
for purposes of collective bargaining, by a labor organization of any type. BANK
ONE is  unaware  of any  efforts  during the past  three  years to  unionize  or
organize any employees at any Office, and no material claim related to employees
at the Offices under the Fair Labor Standards Act, National Labor Relations Act,
Civil Rights of 1964, Walsh-Healy Act, Davis


<PAGE>



Bacon Act, -Civil Rights of Act of 1866, Age  Discrimination  in Employment Act,
Equal Pay Act of 1963,  Executive Order No. 11246, Federal Unemployment Tax Act,
Vietnam  Era  Veterans  Readjustment  Act,  Occupational  Safety and Health Act,
Americans with  Disabilities Act or any state or local  employment  related law,
order,  ordinance or regulation,  no unfair labor  practice,  discrimination  or
wage-and-hour  claim  is  pending  or,  to the  best  of BANK  ONE's  knowledge,
threatened against or with respect to BANK ONE.

(n) Governmental  Notices.  BANK ONE has not received notice from any federal or
state governmental  agency indicating that it would oppose or not grant or issue
its  consent  or  approval,  if  required,  with  respect  to  the  transactions
contemplated by this Agreement.

(o)  Environmental.  To the actual  knowledge of the executive  officers of BANK
ONE,  there are no actions,  proceedings  or  investigations  pending before any
environmental  regulatory  body,  federal  or state  court  with  respect  to or
threatened  against or  affecting  BANK ONE in  respect of any Office  under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended  ("CERCLA"),  or  under  the any  federal,  state,  local  or  municipal
environmental  statute,  ordinance  or  regulation  in  respect  thereof  and in
connection with any release of any toxic or "hazardous  substance," pollutant or
contaminant into the "environment,"  nor, to the best knowledge of the executive
officers of BANK ONE, is there any reasonable  basis for the  institution of any
such actions or  proceedings or  investigations  which is probable of assertion,
nor are there any such actions or  proceedings or  investigations  in which BANK
ONE is a plaintiff or  complainant.  To the actual  knowledge  of the  executive
officers of BANK ONE, BANK ONE is not responsible in any material  respect under
any applicable  environmental law for any release by BANK ONE or for any release
by an other "Person" at or in the vicinity of any Office of a hazardous or toxic
substance,  contaminant or pollutant caused by the spilling,  leaking,  pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping
or disposing of hazardous  wastes or other  chemical  substances,  pollutants or
contaminants into the environment,  nor is BANK ONE responsible for any material
costs  (as a result of the acts or  omissions  of BANK  ONE,  or, to the  actual
knowledge  of the  executive  officers  of BANK ONE,  as a result of the acts or
omissions  of any other  "person")  of any remedial  action  including,  without
limitation,  costs arising out of security fencing,  alternative water supplies,
temporary  evacuation and housing and other emergency  assistance  undertaken by
any environmental  regulatory body having  jurisdiction over BANK ONE to prevent
or  minimize  any  actual or  threatened  release  by BANK ONE on  premises  any
hazardous wastes or other chemical substances,  pollutants and contaminants into
the environment  which would endanger the public health or the environment.  All
terms  contained  in  quotation  marks  in  this  paragraph  and  the  paragraph
immediately  following shall have the meaning  ascribed to such terms as defined
in all federal,


<PAGE>



state and local statutes, regulations or ordinances.

Except as previously disclosed to CNB in writing, to the actual knowledge of the
executive  officers of BANK ONE,  each Office is, in all material  respects,  in
compliance  with all applicable  Federal,  state,  local or municipal  statutes,
ordinances,  laws and regulations and all orders,  rulings or other decisions of
any court, administrative agency or other governmental authority relating to the
protection of the environment.

For purposes of this section, the term "executive officer" shall refer to all

executive officers of BANK ONE as defined in 12 CFR ss.215.2 as of the date

of this Agreement.

(p) Access to Real Estate. No fact or condition exists which would result in the
termination  or  impairment  of access to the Leased Real Estate from  adjoining
public or private  streets or ways or which could result in  discontinuation  of
necessary  sewer,  water,  electric,  gas,  telephone,  or  other  utilities  or
services.  All  sewage,  sanitation,  plumbing,  refuse  disposal,  and  similar
facilities  servicing  the  Leased  Real  Estate  are in  full  compliance  with
applicable governmental regulations.

(q)  Mechanic's  Liens.  BANK ONE has paid or will  pay in full  all  bills  and
invoices  for  labor  and  material  of any kind  arising  from  the  ownership,
operation,  management,  repair,  maintenance,  or leasing  of the  Leased  Real
Estate,  and no  actual  or  potential  mechanic's  lien  or  other  claims  are
outstanding  or  available  to any  party  in  connection  with  the  ownership,
operation, management, repair, maintenance, or leasing said properties.

(r) Deposit.  Attached as Schedule H hereto is a true and  accurate  schedule of
all Deposit Accounts (including individual retirement accounts) domiciled at the
Offices, prepared as of a date within thirty (30) days prior to the date of this
Agreement,  listing by Office and by category the amount of all deposits and the
interest rates and maturity dates associated with such deposits,  and indicating
the deposits that constitute Core Deposits.

(s) Office Loans.  Attached hereto as Schedule I is a true and accurate schedule
of all Office Loans, including accrued and unpaid interest thereon,  computed as
of a date  within  thirty  (30)  days  prior  to the  date  of  this  Agreement,
excluding,  however,  such Office Loans which are more than 30 days past due for
payment.

(t)     Personal Property.  Schedule B is a true and accurate schedule of
Fixed Assets owned by BANK ONE at any of the Offices, which Schedule specifies


<PAGE>



the  original  cost  and net  book  value  of each  such  item,  as shown on the
financial records of BANK ONE, computed as of the month-end immediately prior to
the date of execution of this  Agreement and  describing  any security  interest
therein or lien thereon.

(u) Assumed  Contracts and Third Party Lease.  Schedule C is a true and accurate
schedule of all Assumed Contracts related to the Offices.  Each Assumed Contract
is valid and subsisting in full force and effect.

(v)  FIRPTA.  BANK ONE is not a  "foreign  person"  within  the  meaning  of the
Internal Revenue Code ss. 1445.

3.02  Representations and Warranties of CNB. CNB represents and warrants to BANK
ONE, to the best of its knowledge, as follows:

(a) Good Standing,  and Power of CNB. CNB is a national banking association duly
organized,  validly existing,  and in good standing under the laws of the United
States with  corporate  power to own its properties and to carry on its business
as  presently  conducted.  CNB is an insured  bank,  as  defined in the  Federal
Deposit Insurance Act and applicable regulations thereunder.

(b)  Authorization  of Agreement.  The execution and delivery of this Agreement,
and the  transactions  contemplated  hereby,  have been duly  authorized  by all
necessary corporate action on the part of CNB, and this Agreement is a valid and
binding obligation of CNB.

(c)     Effective Agreement.  Subject to the receipt of any and all necessary
regulatory approvals, the execution, delivery, and performance of this
Agreement by CNB, and the consummation of the transactions contemplated

hereby,  will not conflict with, result in the breach of, constitute a violation
or  default,  result in the  acceleration  of payment or other  obligations,  or
create  a lien,  charge  or  encumbrance,  under  any of the  provisions  of the
Articles of Association or By-Laws of CNB, under any judgment,  decree or order,
under any law, rule or regulation of any government or agency thereof,  or under
any material agreement, material contract or material instrument to which CNB is
subject, where such conflict, breach, violation,  default,  acceleration or lien
would have a material adverse effect on CNB's ability to perform its obligations
hereunder.

(d) No Broker. No broker or finder,  or other party or agent performing  similar
functions,  has been  retained  by CNB or is  entitled to be paid based upon any
agreements,  arrangements,  or understandings made by CNB in connection with the
transactions contemplated hereby, and no brokerage fee or other


<PAGE>




commission has been agreed to be paid by CNB on account of the transactions
contemplated hereby.

4. ACTIONS RESPECTING EMPLOYEES AND PENSION AND EMPLOYEE BENEFIT PLANS.

4.01    Employment of Employees

(a) CNB  shall  extend  offers  of  employment,  as of the  Closing  Date to all
employees of the Offices.

(b) Not later than thirty (30) days  following the date of this  Agreement,  CNB
shall advise BANK ONE, in writing,  of the names of all of the  employees of the
Offices,   who  thereafter  accept  such  offer  of  employment  with  CNB  (the
"Transferred  Employees").  Following the  expiration of said 30 days,  BANK ONE
shall be permitted to offer other  employment  opportunities to any employees of
the Offices who are not Transferred  Employees,  but this provision shall not be
construed to obligate BANK ONE to make any such offers.

4.02 Terms and Conditions of Employment. Except as otherwise provided explicitly
in this Agreement,  the terms of employment for each Transferred  Employee shall
be determined  solely by CNB's  policies,  procedures,  and programs;  provided,
however,  that for  purposes  of CNB's  various  employee  benefit  plans at and
following the Closing  Date,  (i) time of service with BANK ONE will be credited
to  Transferred  Employees for purposes of  determining  and  calculating  their
eligibility for and vesting with respect to such plans and (ii) all pre-existing
conditions of  Transferred  Employees  will be waived by CNB with respect to all
CNB's plans.

4.03  Compliance  with  Law.  BANK  ONE  agrees  that it shall  comply  with any
applicable  requirements,  if any,  for the  Worker  Adjustment  and  Retraining
Notification  Act in  connection  with  the  transaction  contemplated  by  this
Agreement.

4.04 Actions to be Taken by BANK ONE.  BANK ONE covenants to CNB that it will do
or cause the following to occur:

(a)  Solicitation of Transferred  Employees.  Except with the written consent of
CNB,  for six months  following  the  Closing  Date,  BANK ONE will not  solicit
Transferred Employees as prospective officers or employees of BANK ONE.

(b)     Employee Benefit Programs.  BANK ONE's obligations to employees of the
Offices, including Transfer-red Employees, will be as set forth in established


<PAGE>



policies of BANC ONE CORPORATION and/or BANK ONE and BANK ONE shall continue its
employee  benefit  programs  in full force and effect as  benefit  programs  for
Transferred  Employees  through the Closing  Date.  After the Closing,  BANK ONE
shall retain the responsibility and liability for the funding and payment of all
claims incurred under such employee  benefit  programs through the Closing Date.
CNB shall have no obligation or liability to  compensate  Transferred  Employees
for  benefits  of  any  kind  earned,  accrued,   promised  and/or  provided  to
Transferred  Employees  as  employees  of  BANK  ONE,  except  with  respect  to
eligibility and vesting as set forth in Section 4.02, above.

(c)  Employees of the Offices.  BANK ONE shall not,  without CNB's prior written
consent,  (i) increase the aggregate full-time equivalent size of the work force
at the Offices above the aggregate normal staffing levels designated by BANK ONE
for the Offices at the date hereof,  (ii)  terminate  any  Transferred  Employee
prior to the Closing Date, unless such person is dismissed for cause and written
notice of such  dismissal  is  provided  to CNB,  (iii)  transfer  or assign any
Transferred  Employee  prior to the  Closing  Date to a  position  of  permanent
employment  with BANK ONE; or (iv) increase the  compensation of any Transferred
Employee except pursuant to existing BANK ONE policies and procedures.

The  obligations  of BANK ONE pursuant to this  Section  4.04 shall  survive the
Closing.

5. CONDITIONS PRECEDENT TO CLOSING.

5.01  Conditions  to BANK  ONE's  Obligations.  The  obligations  of BANK ONE to
consummate the Acquisition are subject to the  satisfaction,  or the waiver in .
writing by BANK ONE to the extent  permitted by applicable law, of the following
conditions at or prior to the Closing:

(a)  Prior  Regulatory  Approval.   All  filings  and  registrations  with,  and
notifications to, all federal and state authorities required for consummation of
the Acquisition  shall have been made, all approvals and  authorizations  of all
federal and state authorities required for consummation of the Acquisition shall
have been  received  and shall be in full force and effect,  and all  applicable
waiting periods shall have passed.

(b)  Corporate  Action.  The  Board of  Directors  of CNB shall  have  taken all
corporate   action  necessary  by  it  to  effectuate  this  Agreement  and  the
Acquisition  and CNB shall have furnished BANK ONE with a certified copy of each
such resolution adopted by the Board of Directors of CNB evidencing the same.



<PAGE>



(c)  Representations  and Warranties.  The representations and warranties of CNB
set forth in this Agreement  shall be true and correct in all material  respects
on the Closing Date with the same effect as though all such  representations and
warranties had been made on and as of such date, and CNB shall have delivered to
BANK ONE a  Certificate  to that  effect,  dated as of the  Closing  Date to the
effect specified in Schedule J to this Agreement.

(d)  Covenants.  Each  and  all of the  covenants  and  agreements  of CNB to be
performed  or complied  with at or prior to Closing  pursuant to this  Agreement
shall have been duly performed or complied with in all material respects by CNB,
or waived by BANK ONE, and CNB shall have delivered to BANK ONE a Certificate to
that effect,  dated as of the Closing Date to the effect specified in Schedule J
to this Agreement.

(e) No Proceeding or Prohibition. At the time of the Closing, there shall not be
any litigation,  investigation,  inquiry, or proceeding pending or threatened in
or by any court or agency of any  government  or by any third party which in the
judgment  of the  executive  officers  of BANK ONE,  with the advice of counsel,
presents a bona fide claim to restrain, enjoin, or prohibit  consummation~nation
of the  transaction  contemplated  by this  Agreement  or which might  result in
rescission  in  connection  with  such  transactions;  and BANK ONE  shall  have
beenfurnishedd  with a  Certificate,  substantially  in the form as specified in
Schedule J to this  Agreement,  dated as of the  Closing  Date and signed by the
Chairman,  President or an Executive  Vice  President and Secretary or Assistant
Secretary of CNB, to the effect that no such litigation, investigation, inquiry,
or proceeding is pending or, to the best of their knowledge, threatened.

(f) Opinion of Counsel.  CNB shall have delivered to BANK ONE an opinion,  dated
as of the Closing Date, of legal counsel reasonably satisfactory to BANK ONE and
its counsel, in form and substance  reasonably  satisfactory to BANK ONE and its
counsel, to the effect specified in Schedule K to this Agreement.

5.02 Conditions to CNB's  Obligations.  The obligations of CNB to consummate the
Acquisition are subject to the satisfaction,  or the waiver in writing by CNB to
the extent permitted by applicable law, of the following  conditions at or prior
to the Closing:

(a)  Prior  Regulatory  Approval.   All  filings  and  registrations  with,  and
notifications to, all federal and state authorities required for consummation of
the  Acquisition  and operation of the Offices by CNB shall have been made,  all
approvals and  authorizations of all federal and state authorities  required for
consummation  of the  Acquisition and operation of the Offices by CNB shall have
been received and shall be in full force and effect, and all applicable


<PAGE>



waiting periods shall have passed.

(b)  Corporate  Action.  The Board of Directors of BANK ONE shall have taken all
corporate action necessary to effectuate this Agreement and the Acquisition; and
BANK ONE shall have furnished CNB with a certified copy of each such  resolution
adopted by the Board of Directors of BANK ONE evidencing the same.

(c) Representations  and Warranties.  The representations and warranties of BANK
ONE set  forth  in this  Agreement  shall be true and  correct  in all  material
respects  on  the  Closing  Date  with  the  same  effect  as  though  all  such
representations  and  warranties  had been made on and as of such date (unless a
different  date  is   specifically   indicated  in  such   representations   and
warranties),  and BANK ONE shall have  delivered  to CNB a  Certificate  to that
effect,  dated as of the Closing  Date to the effect  specified in Schedule L to
this Agreement.

(d)  Covenants.  Each and all of the covenants and  agreements of BANK ONE to be
performed  or  complied  with  pursuant to this  Agreement  shall have been duly
performed or complied  with in all  material  respects by BANK ONE, or waived by
CNB,  and BANK ONE shall have  delivered  to CNB a  Certificate  to that effect,
dated as of the  Closing  Date to the  effect  specified  in  Schedule L to this
Agreement.

(e) No Proceedings or Prohibitions.  At the time of the Closing, there shall not
be any litigation,  investigation,  inquiry, or proceeding pending or threatened
in or by any court or agency of any  government  or by any third  party which in
the  judgment  of the  executive  officers  of CNB,  with the advice of counsel,
presents a bona fide claim to restrain,  enjoin, or prohibit consummation of the
transactions  contemplated by this Agreement or which might result in rescission
in connection with such  transactions;  and CNB shall have been furnished with a
Certificate,  in  substantially  the  form  specified  in  Schedule  L  to  this
Agreement,  dated as of the Closing Date and signed by the Chairman,  President,
or Vice President,  and the Secretary or Assistant Secretary of BANK ONE, to the
effect that no such litigation, investigation, inquiry, or proceeding is pending
or threatened to the best of their knowledge.

(f) Opinion of Counsel.  BANK ONE shall have delivered to CNB an opinion,  dated
as of the Closing Date, of legal counsel reasonably  satisfactory to CNB and its
counsel, in form and substance  reasonably  satisfactory to CNB and its counsel,
to the effect specified in Schedule M to this Agreement.

(g) Real Property.  The Title Commitment (as defined in Section 2.01(c) herein),
at CNB's election,  shall have been delivered to CNB, and updated to or as close
as practicable to (but in no event more than five (5) business


<PAGE>



days prior to) the Closing  Date,  and such updated Title  Commitment  shall not
include any special  exceptions other than those set forth in the original Title
Commitment and any other Permitted Exceptions.

(h) Fixed Assets.  There shall have been no material alteration in or adjustment
to the  Fixed  Assets.  For  purposes  of this  subsection  h),  it will  not be
considered to be a material  alteration or adjustment to the Fixed Assets if (i)
there is damage or  destruction to the Fixed Assets as  contemplated  by Section
2.01 (g) herein and BANK ONE complies with said Section 2.0 1 (g), (ii) BANK ONE
makes  additions  to the Fixed Assets with the prior  written  consent of CNB or
(iii) BANK ONE makes  additions to the Fixed  Assets  without  CNB's  consent in
order to correct emergency situations which are threatening to impair BANK ONE's
operations at an Office.

5.03  Non-Satisfaction of Conditions  Precedent.  The non-occurrence or delay of
the Closing of the  Acquisition by reason of the failure of timely  satisfaction
of all conditions precedent to the obligations of any party hereto to consummate
the Acquisition shall in no way relieve such party of any liability to the other
party  hereto,  nor be deemed a release or waiver of any claims the other  party
hereto may have against  such party,  if and to the extent the failure of timely
satisfaction  of such  conditions  precedent is  attributable  to the actions or
inactions of such party.

5.04 Waiver of Conditions  Precedent.  The conditions specified in Sections 5.01
and 5.02  herein  shall be deemed  satisfied  or, to the extent  not  satisfied,
waived if the Closing occurs unless such failure of  satisfaction is reserved in
a writing executed by CNB and BANK ONE at or prior to the Closing.

6. CLOSING

6.01 Closing and Closing Date. The  Acquisition  contemplated  by this Agreement
shall be  consummated  and closed (the  "Closing")  at such location as shall be
mutually  agreed upon by CNB and BANK ONE, on a date to be mutually  agreed upon
by CNB and BANK ONE which date is after all required  regulatory  approvals have
been obtained and all applicable regulatory waiting periods associated therewith
have expired.  The precise date on which the Closing.  shall occur (the "Closing
Date")shall  be  confirmed by the parties in writing not less than five (5) days
after receiving all required regulatory approvals.

6.6.02 BANK ONE's  Actions at Closing.  At the Closing  (unless  another time is
specifically stated in Section 6.04 hereof), BANK ONE shall, with respect to the
Offices:

(a)  deliver to CNB at the Offices  such of the Assets  purchased  hereunder  as
shall be capable of physical delivery, including, without limitation, all


<PAGE>



assets comprising the safe deposit box business, if any, of the Offices; and

(b) execute, acknowledge and deliver to CNB all such endorsements,  assignments,
bills of sale, and other instruments of conveyance,  assignment, and transfer as
shall  reasonably be necessary or advisable to consummate the sale,  assignment,
and  transfer of the Assets sold or  assigned  to CNB  hereunder  and such other
documents as the title  company may  reasonably  require;  the  originals of all
blueprints,  construction plans,  specifications and plat relating to the Leased
Real  Estate,  which  are now in BANK  ONE's  possession  or which  BANK ONE has
reasonable  access  to;  and  such  other  documents  or  instruments  as may be
reasonably  required by CNB, required by other provisions of this Agreement,  or
reasonably  necessary  to  effectuate  the  Closing.  All of the  documents  and
instruments to be delivered by BANK ONE hereunder shall be in form and substance
reasonably satisfactory to counsel for CNB; and

(c)  execute,  acknowledge  and deliver to CNB a duly  executed  and  recordable
assignment to CNB of the Third Party Lease and a consent to assignment  from the
landlord of the Third Party Lease all in  substantially as set forth in Schedule
E attached hereto and incorporated herein by reference;

(d)  assign,  transfer,  and  deliver to CNB such of the  following  records (in
whatever form or medium then  maintained by BANK ONE)  pertaining to the Deposit
Liabilities and accrued interest thereon of the Offices assumed by CNB hereunder
as exist and are available:

         (i)     signature cards, orders and contracts between BANK ONE and
         depositors of the Offices, and records of similar character; and

         (ii)   canceled   checks   and/or   negotiable   orders  of  withdrawal
         representing charges to depositors; and

         (iii)   a trial balance listing of records of account; and

         (iv) all other  miscellaneous  records,  statements  and other data and
         materials  maintained  by BANK ONE relative to any Deposit  Liabilities
         being assumed by CNB; and

(e) assign, transfer, and deliver to CNB such safe deposit and safekeeping files
and records (in whatever form or medium then  maintained by BANK ONE) pertaining
to the safe  deposit  business of the Offices  transferred  to CNB  hereunder as
exist and are  available,  together  with the contents of the safe deposit boxes
maintained at the Offices,  as the same exist as of the close of business on the
day immediately  preceding the Closing Date (subject to the terms and conditions
of the leases or other  agreements  relating to the same) and all securities and
other records, if any, held by the Offices for their


<PAGE>



customers  as of the close of  business  on the day  immediately  preceding  the
Closing Date (subject to the terms and  conditions of the agreements or receipts
relating to the same); and

(f) make  available  and  transfer to CNB on the  Closing  Date and prior to the
conclusion  of the Closing any funds  required to be paid to CNB pursuant to the
terms of this Agreement; and

(g) execute, acknowledge and deliver to CNB all Certificates and other documents
required to be delivered to CNB by BANK ONE at the Closing pursuant to the terms
hereof, and

(h) assign by  endorsement  substantially  in a form as  provided  in Schedule O
attached  hereto,  transfer and deliver to CNB the contract,  promissory note or
other  evidence of  indebtedness  related to the Office Loans  together with the
loan file and records in whatever  form or medium then  maintained  by BANK ONE)
pertaining to such Office Loans; and

(i) assign to CNB all BANK ONE's  rights in and to the Assumed  Contracts  which
are assignable and which constitute part of the Assets.

6.03  CNB's  Actions at the  Closing  At the  Closing  (unless  another  time is
specifically  stated in Section 6.04  hereto~o,  CNB shall,  with respect to the
Offices:

(a) execute, acknowledge, and deliver to BANK ONE, to evidence the assumption of
the liabilities  and obligations of BANK ONE by CNB hereunder,  an instrument of
assumption in the form set forth in Schedule P to this  Agreement,  and BANK ONE
shall then accept,  execute,  and acknowledge  such  instrument.  Copies of such
instrument  may be recorded in the public  records at the option of either party
hereto.  The execution and acknowledgment of such instrument shall not be deemed
to be a waiver of any rights or obligations of any party to this Agreement;

(b) receive,  accept and acknowledge delivery of all Assets, and all records and
documentation  relating  thereto,  sold,  assigned,  transferred,   conveyed  or
delivered to CNB by BANK ONE hereunder; and

(c)  execute  and  deliver to BANK ONE such  written  receipts  for the  Assets,
properties,  records, and other materials assigned,  transferred,  conveyed,  or
delivered  to CNB  hereunder  as BANK ONE may  reasonably  have  requested at or
before the Closing;

(d) pay to BANK ONE on the  Closing  Date and  prior  to the  conclusion  of the
Closing any funds required to be paid to BANK ONE at the Closing pursuant to


<PAGE>



the terms of this Agreement;

(e)  execute,  acknowledge  and deliver to BANK ONE all  Certificates  and other
documents required to be delivered to BANK ONE by CNB at the Closing pursuant to
the terms hereof; and

(f)  execute,  acknowledge  and  deliver to BANK ONE an  agreement  wherein  CNB
assumes  obligations with respect to the Third Party Lease and Assumed Contracts
for all periods following the Closing Date with respect thereto.

6.04 Methods of Payment.  Subject to the adjustment procedures set forth in this
Section 6.04,  the transfer of the funds,  if any, due to CNB or to BANK ONE, as
the case may be, as set forth pursuant to the terms of Section  1.04(a)  hereof,
shall be made on the Closing Date in immediately available United States Federal
Funds.  At least two business days prior to the Closing,  BANK ONE and CNB shall
provide  written notice to one another  indicating the account and bank to which
such funds shall be wire  transferred.  In order to facilitate the Closing,  the
parties  agree:  (i) that the amount of funds  transferred  on the Closing Date,
pursuant  to  Section  1.04(a)  hereof,  shall be  computed  based  upon (a) the
aggregate  book value plus accrued  interest of the Office Loans as of the close
of business on the day immediately  preceding the Closing Date, (b) cash on hand
at the Offices as of the close of business on the day immediately  preceding the
Closing Date, and (c) the aggregate  balance of all Deposit Accounts  (including
interest posted or accrued to such accounts and Individual  Retirement  Accounts
which have  become  IRAs as a result of the  written  appointment  of CNB as the
successor  custodian  and the failure of the  account  holders to object to such
appointment  as of the close of business on the day  immediately  preceding  the
Closing Date, all as reflected on the Preliminary Settlement Statement in a form
substantially  similar to the one  attached  as Schedule Q; and (ii) that within
ten (10)  business days after the Closing,  the parties  shall make  appropriate
post-closing adjustments, consistent with the provisions of Section 1.04 hereof,
based upon actual Deposit  Accounts,  Office Loans and cash  transactions  which
took place on the Closing Date or which took place prior to the Closing Date but
which were not  reflected  as of the close of  business  on the day  immediately
preceding  the  Closing  Date  and  execute  the  Final  Settlement  in  a  form
substantially similar to Schedule R attached. In addition, prorations of prepaid
and deferred  income and expenses  that cannot be  reasonably  calculated at the
Closing  shall be settled  and paid based on actual  figures as soon as possible
after the Closing.

6.05 Availability of Closing  Documents.  The documents  proposed to be used and
delivered  at the  Closing  shall  be  made  available  for  examination  by the
respective  parties not later than 12:00 noon,  Ohio time, on the tenth Business
Day prior to the Closing Date.


<PAGE>



6.06 Effectiveness of Closing. Upon the satisfactory  completion of the Closing,
which does not include and shall not require  completion of the  adjustment  and
proration  arrangements  set forth in Section  6.04,  the  Acquisition  shall be
deemed to be effective and the Closing shall be deemed to have occurred.

7. CERTAIN TRANSITIONAL MATTERS.

7.01  Transitional  Action by CNB.  After the  Closing,  unless  another time is
otherwise indicated:

(a) CNB  shall:  (i) pay in  accordance  with  the  law  and  customary  banking
practices and applicable  Deposit Account contract terms, all properly drawn and
presented  checks,   negotiable  orders  of  withdrawal,   drafts,  debits,  and
withdrawal orders presented to CNB by mail, over the counter, through electronic
media,  or  through  the check  clearing  system  of the  banking  industry,  by
depositors of the Deposit  Accounts  assumed by CNB hereunder,  whether drawn on
checks,  negotiable  orders or  withdrawal,  drafts,  or withdrawal  order forms
provided by CNB or BANK ONE; and (ii) in all other  respects  discharge,  in the
usual course of the banking  business,  the duties and  obligations  of BANK ONE
with  respect to the  balances  due and owing to the  depositors  whose  Deposit
Accounts are assumed by CNB hereunder;  provided,  however, that any obligations
of CNB  pursuant to this  Section  7.01 to honor  checks,  negotiable  orders of
withdrawal,  drafts,  and  withdrawal  orders on forms  provided by BANK ONE and
carrying its imprint  (including its name and transit  routing number) shall not
apply to any checks,  draft, or withdrawal  order (i) presented to CNB more than
one hundred twenty (120) days following the Closing Date,  (ii) with a date more
than one hundred twenty (120) days prior to (a) the Closing Date or (b) the date
of CNB's receipt thereof, or (iii) on which a stop payment has been requested by
the deposit customer. The provisions of this subsection 7.01 (a) shall in no way
limit CNB's duties or obligations arising under Section 1.03(b) hereof.

(b) CNB  shall,  not  earlier  than the time of  procurement  of all  regulatory
approvals  required for  consummation  of the  transaction  contemplated by this
Agreement  nor  later  than  ten days  prior to the  Closing  Date,  notify  all
depositors  of the Offices by letter,  acceptable  to BANK ONE,  produced in, if
appropriate,   several  similar,  but  different  forms  calculated  to  provide
necessary  and  specific  information  to the  owners  of  particular  types  of
accounts, of CNB's pending assumption of the Deposit Liabilities hereunder, and,
in appropriate  instances,  notify depositors that on and after the Closing Date
certain  BANK ONE  deposit-related  services  and/or  BANK ONE's  debit card and
automatic teller machine services,  will be terminated.  As an enclosure to such
notices, CNB may furnish appropriate depositors with brochures,  forms and other
written materials related or necessary to the assumption of the


<PAGE>



Deposit  Accounts by CNB and the  conversion  of said  accounts to CNB accounts,
including the provision of checks to appropriate  depositors  using the forms of
CNB with instructions to such depositors to utilize such CNB checks on and after
the  Closing  Date and  thereafter  to destroy  any unused  checks on BANK ONE's
forms.  The  expenses  of the  printing,  processing  and mailing of such letter
notices and  providing  new CNB checks and other forms and written  materials to
appropriate customers shall be borne by CNB. Before Closing,  except as provided
in this paragraph, CNB will not contact BANK ONE's customers except as may occur
in connection with advertising or solicitations directed to the public generally
or in  the  course  of  obtaining  the  requisite  regulatory  approvals  of the
transaction.

(c) CNB shall promptly pay to BANK ONE an amount equivalent to the amount of any
checks,  negotiable  orders of withdrawal,  drafts, or withdrawal orders (net of
the applicable Acquisition Consideration paid by CNB with respect to the Deposit
Liabilities  represented  by any such  instrument)  credited  as of the close of
business on the Closing Date to a Deposit Account assumed by CNB hereunder which
are  returned  uncollected  to BANK ONE after the  Closing  Date and which shall
include an amount equivalent to holds placed upon such deposit account for items
cashed by BANK ONE as of the close of business  on the Closing  Date which items
are subsequently dishonored.

(d) All  tasks and  obligations  concerning  the  provision  of data  processing
services to or for the Offices after the Closing,  other than those specifically
set forth in, and to the extent assumed by BANK ONE pursuant to, Section 7.02(b)
herein,  are the sole and  exclusive  responsibility  of, and shall be performed
solely and exclusively by, CNB.

(e) CNB  shall,  not later  than the close of  business  on the  business  day i
mmediately  following  the  Closing  Date,  supply  suitable   government-backed
securities as security for any deposits of governmental units included among the
Deposit Liabilities for which BANK ONE had provided similar security.

(f) CNB shall,  as soon as  practicable  after the  Closing  Date,  prepare  and
transmit at CNB's expense to each of the obligors on Office Loans transferred to
CNB  pursuant  to this  Agreement  a notice to the effect that the loan has been
transferred  and directing that payment be made to CNB at the address  specified
by CNB, with CNB's name as payee on any checks or other instruments used to make
payments,  and,  with  respect to such loan on which a payment  notice or coupon
book has been issued,  to issue a new notice or coupon book  reflecting the name
and an address of CNB as the person to whom and place at which  payments  are to
be made.

(g) If the balance due on any Office Loan  transferred  to CNB  pursuant to this
Agreement has been reduced by BANK ONE as a result of a payment by check


<PAGE>



or draft received prior to the close of business on the Closing Date, which item
is returned unpaid to BANK ONE after the day  immediately  preceding the Closing
Date,   the  asset  value   represented  by  the  loan   transferred   shall  be
correspondingly  increased and an amount in cash equal to such increase shall be
promptly paid by CNB to BANK ONE.

(h) CNB shall use its best  efforts to  cooperate  with BANK ONE in  assuring an
orderly  transition  of  ownership  of the  Assets  and  responsibility  for the
liabilities, including the Deposit Liabilities, assumed by CNB hereunder.

7.02 Transitional Actions by BANK ONE. After the Closing, unless another time is
otherwise indicated:

(a) BANK ONE shall use its best  efforts to  cooperate  with CNB in  assuring an
orderly  transition  of  ownership  of the  Assets  and  responsibility  for the
liabilities, including the Deposit Liabilities, assumed by CNB hereunder.

(b) BANK ONE's sole and exclusive  responsibilities  concerning the provision of
data processing services to or for the Deposit Accounts of the Offices after the
Closing  Date  shall  be as set  forth  in  this  Section  7.02(b).  As  soon as
practicable  following  the date of this  Agreement,  BANK ONE shall provide CNB
with  applicable  product  functions  and  specifications  relating  to the data
processing  support  required for the Deposit  Accounts,  Office Loans, and safe
deposit  business (if such data  processing  support  currently is provided with
respect to such  business)  maintained at the Offices  (such  Deposit  Accounts,
Office Loans and safe deposit business,  if applicable,  hereinafter  called the
"Accounts").  As soon as practicable following the date of this Agreement,  BANK
ONE shall  provide to CNB file  formats  relating to the Accounts and test tapes
related to the  Accounts in generic  form which are machine  readable on IBM (or
IBM  compatible)  equipment or which shall be on eighteen track 3480  cartridges
(non-compressed  data) or on nine channel 6250 B.P.I. EBC1DIC formatted tape. By
not later than 2:00 P.M. local  Steubenville,  Ohio time of the day  immediately
following the Closing Date,  BANK ONE shall make  available for CNB's pick-up at
Wheeling,  West Virginia,  tapes  containing all pertinent data and  descriptive
information  relating to the Accounts which is then available to BANK ONE, which
tapes shall  constitute  BANK ONE's records  maintained as of and current to the
close of business on the Closing  Date with  respect to the  Accounts.  BANK ONE
shall bear all costs and expenses relating to the performance of its obligations
pursuant to this Section 7.02(b).

(c) Prior to the  Closing  Date,  BANK ONE shall  cooperate  with CNB,  at CNB's
expense and at no expense to BANK ONE, in making Transferred Employees available
at reasonable times for whatever program of training CNB deems


<PAGE>



advisable;  provided, however, that CNB shall conduct such training program in a
manner that does not materially interfere with or prevent the performance of the
normal  duties and  activities  of such  Transferred  Employees.  CNB shall make
request of BANK ONE for training  opportunities  prior to the Closing Date. Such
requests,  which shall  specify the time,  duration and place of such  training,
must be approved by BANK ONE. Such approvals will not be  unreasonably  withheld
by BANK ONE.

(d) BANK ONE shall  cooperate  with and permit CNB, at CNB's  option and expense
and at no expense to BANK ONE, to make provision for the  installation of teller
equipment  in the Offices;  provided,  however,  that CNB shall  arrange for the
installation  and placement of such equipment at such times and in a manner that
does  not  significantly  interfere  with the  normal  business  activities  and
operation of BANK ONE or the Offices.

(e) BANK ONE shall  resign as custodian  of each IRA account  maintained  at the
Offices and assign the custodianship of such accounts to CNB upon Closing.

(f) Not sooner than one (1) business day prior to the Closing nor later than the
close of business on the Closing Date,  BANK ONE shall  terminate its debit card
service and convert and change over its direct deposit or payroll and retirement
payments   service  for  the  Deposit  Accounts  from  BANK  ONE  to  CNB.  Such
terminations  will be  preceded  by the notice  described  in  Section  7.01 (b)
herein.

(g) As of the opening of business  on the first  business  day after the Closing
Date,  BANK ONE and CNB shall provide the Federal Reserve Bank of Cleveland with
all  information  necessary in order to expedite the clearing and sorting of all
checks,  drafts,  instruments and other commercial paper relative to the Deposit
Liabilities  and/or the Office Loans  (hereinafter  collectively  referred to as
"Paper  Items").  CNB shall bear all  charges  and costs  imposed by the Federal
Reserve in connection with the reassignment of account number ranges for sorting
the Paper Items.

In  the  event  the  Federal   Reserve   and/or  any  other  regional  or  local
clearinghouse for negotiable  instruments fails,  refuses or is unable to direct
sort such Paper Items for  delivery to CNB with the result that such Paper Items
are  presented  to BANK ONE,  by not later  than  2:00 p.m.  local  time of each
business day following the Closing and  continuing  for one hundred twenty (120)
days after the  Closing,  BANK ONE will make  available  to CNB for pick up from
BANK ONE's  offices  or the  offices of BANK ONE's  agent  and/or  processor  at
Columbus,  Ohio,  all of the Paper Items which are received by BANK ONE from the
Federal  Reserve  Bank of Cleveland  and/or any regional or local  clearinghouse
during the morning of each such business day on an  "as-received  basis." At the
same time BANK ONE shall also make available to CNB information


<PAGE>



and records,  including but not limited to systems  printouts,  concerning  such
Paper Items and concerning incoming Automated Clearing House items ("ACH items")
as well as outstanding  Automatic  Teller  Machine  ("ATM")  transactions.  Such
information and records,  including but not limited to systems  printouts,  will
utilize the most recent  account  number  designated by BANK ONE for each of the
Deposit  Accounts  and/or  the Office  Loans.  Each  business  day BANK ONE will
endeavor to see that the sum of (a) the actual Paper Items  provided to CNB plus
(b) all ACH items and ATM  transactions  captured by BANK ONE in its information
and records balance with the sum of (c) the  information and records,  including
but not limited to systems printouts, provided by BANK ONE relative to the Paper
Items plus (d) the information and records, including but not limited to systems
printouts, provided relative to the ACH items and ATM transactions affecting the
Deposit Accounts and/or the Office Loans.

BANK ONE shall provide the foregoing at no charge to CNB except that CNB shall

pay any charges assessed to BANK ONE by the Federal Reserve Bank of Cleveland

a national or local  clearinghouse  and/or BANK ONE's agent and/or  processor to
the  extent  such  assessments  relate  to the  Deposit  Accounts.  CNB shall be
responsible for pick up of the data to be provided by BANK ONE.

BANK ONE and CNB shall arrange for appropriate daily settlement with one another
in order that the  transmission  of all monies  associated  with the matters set
forth in this Section 7.02(g) might be effected promptly.

BANK ONE shall not be liable to CNB for any failure to provide the data required
by this  Section  7.02(g) to the extent any such  failure  results  from  causes
beyond BANK ONE's control including war, strike or other labor disputes, acts of
God,  errors or failures  of the  Federal  Reserve  Bank of  Cleveland  and/or a
participating  regional or local  clearinghouse,  or equipment  failure or other
emergency wherein BANK ONE and/or its agent processor has been unable to process
inclearings from the Federal Reserve Bank of Cleveland or such clearinghouse.

(h) BANK ONE shall,  not earlier than the time of  procurement of all regulatory
approvals  required for  consummation  of the  transaction  contemplated by this
Agreement  nor later than  twenty  days prior to the  Closing  Date,  notify all
depositors  of the  Offices  and all  borrowers  of any  Office  Loan by  letter
acceptable to CNB, produced in, if appropriate,  several similar,  but different
forms calculated to provide necessary and specific  information to the owners of
particular  types of accounts and/or loans,  of CNB's pending  assumption of the
Deposit  Liabilities  and  acquisition  of the Office Loans  hereunder,  and, in
appropriate  instances,  notify  depositors  that on and after the Closing  Date
certain BANK ONE deposit-related services and/or BANK ONE's debit card and


<PAGE>



automatic  teller  machine  services,  will be  terminated.  The expenses of the
printing,  processing  and mailing of such letter notices shall bebornee by BANK
ONE.  BANK ONE and CNB may by mutual  agreement,  coordinate  their  efforts  in
fulfilling their respective  obligations in ss.7.01(b) and ss.7.02(h) by jointly
preparing  one letter to the  customers  to be cosigned by both  parties and, in
such event, the costs therefore shall be shared equally by the parties.

(i) For a period  of sixty  (60)  days  after the  Closing  Date,  BANK ONE will
forward to CNB, within two (2) business days of receipt,  loan payments received
by BANK ONE with respect to the Office Loans.  CNB will forward,  within two (2)
business days of receipt payments  received by CNB with respect to any loans not
assigned to CNB under this  Agreement.  CNB and BANK ONE further  agree to refer
customers to the offices of the other when such customers  present payments over
the counter to the party not holding their respective loan.

7.03 Overdrafts and Transitional Action. Overdrafts paid on the Deposit Accounts
with respect to ledger  dates after the Closing Date will be the  responsibility
and risk of CNB. Overdrafts approved with respect to ledger dates more than four
(4) business days prior to the Closing Date will be the  responsibility and risk
of BANK ONE.  Overdrafts approved with respect to ledger dates during the period
beginning  four (4) business  days prior to the Closing Date through the Closing
Date,  inclusive,  will initially be the  responsibility  and risk of CNB (other
than overdrafts of customers who are  specifically  identified in writing by CNB
to BANK ONE not less than four (4)  business  days prior to the  Closing  Date);
provided,  however,  that CNB  shall  have  the  right  to  retransfer  any such
overdrafts back to BANK ONE for BANK ONE's responsibility and at its risk within
six (6) days following the Closing Date, and BANK ONE will repurchase all rights
in respect  of such  overdrafts  from CNB for the amount of each such  overdraft
outstanding at the time it is retransferred  back to BANK ONE less the amount of
the  Acquisition  Consideration  paid by CNB to BANK  ONE  attributable  to such
overdrafts;  provided, however, that CNB shall have closed all accounts on which
each such overdraft exists not later than the date of such retransfer.

7.04    ATMs Located in the Offices, if any.

(a) BANK ONE shall  provide  to CNB no later  than  sixty (60) days prior to the
Closing  Date,  a test  tape,  along  with a file  format or file  layout  and a
production  tape thirty (30) days before the Closing Date,  containing  customer
name,  address,  card number,  card status (open,  closed or blocked),  personal
identification number ("PIN"), withdrawal limits, the Deposit Accounts activated
by,  accessible  to or committed  to such cards,  issue dates and/or open dates,
last transaction  dates,  expiration dates and social security numbers as to all
ATM cards issued to customers of the BANK ONE Offices


<PAGE>



processor to deactivate the operation of the BANK ONE ATM Cards completely or to
deactivate  or disconnect  the Deposit  Accounts from such BANK ONE ATM Cards no
later than the business day cutoff on the date prior to the Closing Date so that
all activity generated by the BANK ONE ATM Cards shall have settled prior to the
Closing Date. All  transactions  and activity  related to the BANK ONE ATM Cards
following  the Closing  Date which are received or forwarded to BANK ONE will be
returned by BANK ONE to its processor for  forwarding to CNB or will be accepted
and forwarded by BANK ONE to CNB along with all  corresponding  funds.  BANK ONE
thereafter  agrees to  immediately  notify its processor to deactivate  such ATM
Cards and to forward all transactions related thereto directly to CNB.

(b BANK ONE agrees to  deactivate  the ATMs  located at the Offices on or before
the business day cutoff on the day prior to the Closing  Date.  Thereafter,  CNB
shall  reconfigure  the ATMs to its standards for activation  after the business
day cutoff on the Closing Date.

(c      CNB and BANK ONE agree to cooperate with each other to assure that all

transactions  originated  through the ATM or originated with the ATM Cards prior
to or on the  Closing  Date  shall  be for  the  account  of  BANK  ONE  and all
transactions  originated after the Closing Date shall be for the account of CNB.
A post closing  adjustment shall be made in the manner set forth in Section 6.04
hereof to reflect all such transactions which cannot be reasonably calculated as
of the Closing.

7.05 Effect of Transitional  Action.  Except as and to the extent  expressly set
forth in this Article 7, nothing  contained in this Article 7 shall be construed
to be an  abridgment or  nullification  of the rights,  customs and  established
practices  under  applicable  banking laws and regulations as they affect any of
the matters addressed in this Article 7.

8. GENERAL COVENANTS AND INDEMNIFICATION.

8.01 Confidentiality Obligations of CNB. From and after the date hereof, CNB and
its affiliates and parent company shall treat all information received from BANK
ONE concerning the business, assets, operations, and financial condition of BANK
ONE (including without limitation the Offices),  as confidential,  unless and to
the extent that CNB can demonstrate  that such  information was already known to
CNB and its affiliates, if any, or in the public domain or received from a third
person not known by CNB to be under any  obligation  to BANK ONE;  and CNB shall
not use any such information (so required to be treated as confidential) for any
purpose except in furtherance of the transactions  contemplated hereby. Upon the
termination of this Agreement,  CNB shall,  and shall cause its  affiliates,  if
any, to, promptly


<PAGE>



return all  documents  and  workpapers  containing,  and all copies of, any such
information  (so  required to be treated as  confidential)  received  from or on
behalf of BANK ONE in connection with the transactions  contemplated hereby. The
covenants  of CNB  contained  in this  Section 8.01 are of the essence and shall
survive any termination of this  Agreement,  but shall terminate at the Closing,
if it occurs,  with  respect to any  information  that is limited  solely to the
activities and transactions of the Offices; provided,  however, that neither CNB
nor any of its  affiliates  shall be deemed to have  violated the  covenants set
forth in this  Section  8.01 if CNB  shall in good  faith  disclose  any of such
confidential  information in compliance with any legal process,  order or decree
issued by any court or agency of  government  of competent  jurisdiction.  It is
expressly  acknowledged by BANK ONE that all information provided to CNB related
to  this  purchase  and  assumption  transaction  may be  provided  to  American
Bancorporation  and  CNB's  affiliates  for  the  purpose  of  consummating  the
transaction which is the subject of this Agreement.

8.02  Confidentiality  Obligations  of BANK ONE. From and after the date hereof,
BANK ONE, its affiliates and its parent  corporation shall treat all information
received from CNB concerning CNB's business,  assets,  operations, and financial
condition  as  confidential,  unless and to the extent BANK ONE can  demonstrate
that such  information was already known to BANK ONE or its affiliates or in the
public domain,  and BANK ONE shall not use any such  information (so required to
be  treated  as  confidential)  for any  purpose  except in  furtherance  of the
transactions  contemplated hereby. Upon the termination of this Agreement,  BANK
ONE shall  promptly  return all documents  and  workpapers  containing,  and all
copies of, any such  information  (so  required  to be treated as  confidential)
received  from  or  on  behalf  of  CNB  in  connection  with  the  transactions
contemplated  hereby.  The  covenants of BANK ONE contained in this Section 8.02
are of the  essence  and  shall  survive  any  termination  of  this  Agreement;
provided,  however  that BANK ONE nor any of its  affiliates  shall be deemed to
have  violated the covenants set forth in this Section 8.02 if BANK ONE shall in
good faith disclose any of such confidential  information in compliance with any
legal  process,  order or decree  issued by any court or agency of government of
competent jurisdiction. It is expressly acknowledged by CNB that all information
provided to BANK ONE related to this purchase and assumption  transaction may be
provided to Banc One Corporation and BANK ONE's

affiliates for the purpose of consummating the transaction which is the
subject of this Agreement.

8.03  Indemnification  by BANK ONE.  From and after the Closing  Date,  BANK ONE
shall indemnify,  hold harmless,  and defend CNB from and against all losses and
liabilities,  including reasonable attorneys' fees and expenses,  arising out of
any actions,  suits,  or proceedings  commenced prior to the Closing (other than
proceedings to prevent or limit the consummation of the


<PAGE>



Acquisition)   relating  to  operations  at  the  Offices   and/or  the  Deposit
Liabilities  or  Office  Loans  of the  Offices;  and  BANK  ONE  shall  further
indemnify,  hold  harmless,  and  defend  CNB from and  against  all  losses and
liabilities,  including reasonable attorneys' fees and expenses,  arising out of
any  actions,  suits,  or  proceedings  commenced on or after the Closing to the
extent  the  same  relate  to  operations  at the  Offices  and/or  the  Deposit
Liabilities  or Office Loans prior to the Closing.  The  obligations of BANK ONE
under this  Section  8.03 shall be  contingent  upon CNB giving BANK ONE written
notice (i) of receipt by CNB of any process  and/or  pleadings in or relating to
any actions,  suits, or proceedings of the kinds described in this Section 8.03,
including  copies  thereof,  and (ii) of the  assertion  of any  claim or demand
relating to the  operation  of the Offices  and/or the  Deposit  Liabilities  or
Office  Loans prior to the Closing,  including,  to the extent known to CNB, the
identity of the  person(s) or  entity(ies)  asserting  such claim or making such
demand and the nature thereof,  and including  copies of any  correspondence  or
other writings relating thereto.  All notices required by the preceding sentence
shall be given within  fifteen days of the receipt by CNB of any such process or
pleadings or any oral or written  notice of the  assertion of any such claims or
demands.  BANK ONE shall have the right to take over  CNB's  defense in any such
actions,  suits,  or  proceedings  through  counsel  selected  by BANK  ONE,  to
compromise  and/or  settle the same and to prosecute  any  available  appeals or
reviews of any  adverse  judgment  or ruling  that may be entered  therein.  The
obligations of BANK ONE pursuant to this Section 8.03 shall survive the Closing.

8.04  Indemnification  by CNB.  From and  after  the  Closing  Date,  CNB  shall
indemnify,  hold  harmless  and defend  BANK ONE from and  against  all  claims,
losses,  liabilities,  demands and  obligations,  including  without  limitation
reasonable  attorneys'  fees and operating  expenses which BANK ONE may receive,
suffer,  or incur in connection with (i) any losses incurred by BANK ONE related
to BANK ONE's  compliance  with  instructions  from CNB made pursuant to Section
7.04 of this  Agreement and not related to any  negligence or malfeasance on the
part of BANK  ONE and (ii)  operations  and  transactions  occurring  after  the
Closing and which involve the Assets  transferred,  the Deposit  Liabilities  or
Office Loans and the other obligations and liabilities  assumed pursuant to this
Agreement.  The  obligations  of CNB under this Section 8.04 shall be contingent
upon BANK ONE giving CNB  written  notice (i) of the  receipt by BANK ONE of any
process and/or pleadings in or relating to any actions,  suits or proceedings of
the kinds described in this Section 8.04,  including copies thereof, and (ii) of
the  assertion  of any claim or demand  relating  to the Assets  transferred  to
and/or the Deposit  Liabilities  or Office Loans and the other  obligations  and
liabilities  assumed by CNB on or after the  Closing,  including,  to the extent
known to BANK ONE, the identity of the person(s) or  entity(ies)  asserting such
claim or making such demand and the nature thereof,  and including copies of any
correspondence or other writings relating thereto.


<PAGE>



All notices  required by the preceding  sentence  shall be given within  fifteen
(15) days of the  receipt by BANK ONE of any such  process or  pleadings  or any
oral or written notice of the assertion of any such claims or demands. CNB shall
have the right to take over BANK ONE's  defense in any such actions,  suits,  or
proceedings  through  counsel  selected by CNB, to compromise  and/or settle the
same and to prosecute any available appeals or review of any adverse judgment or
ruling that may be entered  therein.  The  obligations  of CNB  pursuant to this
Section 8.04 shall survive the Closing.

8.05 Solicitation of Customers by CNB Prior to Closing. At any time prior to the
Closing Date, CNB will not, and will not permit any of its  affiliates,  if any,
to conduct any  marketing,  media or  customer  solicitation  campaign  which is
specifically  targeted to induce customers whose Deposit Account liabilities are
to be  assumed  or  Office  Loans are to be  acquired  by CNB  pursuant  to this
Agreement to discontinue  their account  relationships  with BANK ONE, except as
may occur in connection with advertising or solicitations directed to the public
generally.  Additionally,  at any time prior to the Closing, CNB shall not, with
respect to its offices in Belmont County,  Ohio, offer to pay on any transaction
accounts or any new or renewal  savings  accounts or  certificates  of deposits,
rates of  interest  greater  than  those  offered  or then being paid on similar
accounts  for like term and amount by the main  office and all  Belmont  County,
Ohio  offices of CNB.  It is the intent of this  provision  to prevent  CNB from
paying or  offering  to pay a rate of  interest  on any  deposit  account at its
Belmont  County  offices  in excess of that rate paid for like  accounts  at the
Belmont County offices of CNB.

8.06  Further  Assurances.  From and after the date  hereof,  each party  hereto
agrees to execute and deliver such instruments and to take such other actions as
the  other  party  hereto  may  reasonably  request  in order  to carry  out and
implement this  Agreement.  Without  limiting the foregoing,  BANK ONE agrees to
execute  and  deliver  such  deeds,  bills of sale,  acknowledgments,  and other
instruments of conveyance  and transfer as, in the  reasonable  judgment of CNB,
shall be necessary and  appropriate to vest in CNB the legal and equitable title
to the Assets of BANK ONE being conveyed to CNB hereunder. The covenants of each
of the parties hereto pursuant to this Section 8.07 shall survive the Closing.

8.07 Operation of the Offices.  Except as otherwise  provided in this Agreement,
neither BANK ONE, its  subsidiaries,  affiliates or parent  corporation shall be
obligated to provide for any managerial,  financial, business, or other services
to the Offices,  including without  limitation any personnel,  employee benefit,
data processing,  accounting,  risk management,  or other services or assistance
that may have been provided to the Offices prior to the close of business on the
Closing Date, and CNB shall take such action as may in its judgment appear to be
necessary or advisable to provide for the ongoing


<PAGE>



operation and  management  of, and the provision of services and  assistance to,
the Offices after the Closing Date. As soon as possible  after the Closing Date,
CNB shall change the legal name of the Offices and,  except for any documents or
materials  in  possession  of the  customers of the Offices  (including  but not
limited  to  deposit  tickets  and  checks),  shall not use and shall  cause the
Offices to cease using any signs, stationery, advertising, documents, or printed
or written  materials  that refer to the Offices by any name that  includes  the
words "BANK ONE" or "BANC ONE." Preceding the Closing,  BANK ONE shall cooperate
with any reasonable requests of CNB directed to obtaining specifications for the
procurement  of new signs of CNB~'s  choosing  so that CNB is in a  position  to
install  new signs  immediately  following  the close of business on the Closing
Date; provided,  however, that CNB's receipt of all sign specifications shall be
obtained  by CNB in a manner  that  does not  significantly  interfere  with the
normal business  activities and operations of the Offices,  and further provided
that the procurement of all new signs shall be at the sole and exclusive expense
of CNB. As indicated in Section 1.02(c),  BANK ONE will retain its signs located
at the Offices.  If removed by CNB in conjunction  with its  installation of new
signs,  CNB shall  obtain BANK ONE's  approval for such removal and shall insure
that said signs are removed  without  damaging  them.  It is  understood  by the
parties hereto that,  with the exception of the signs  themselves,  all mounting
facilities for the signs shall be considered as fixtures or as part of the Fixed
Assets.

8.08  Information  After Closing.  For a period of seven (7) years following the
Closing, upon written request of BANK ONE to CNB or CNB to BANK ONE, as the case
may be, such requested party shall provide the requesting  party with reasonable
access to, or copies of,  information and records  relating to the Offices which
are  then  in the  possession  or  control  of the  requested  party  reasonably
necessary  to  permit  the  requesting  party  or  any of  its  subsidiaries  or
affiliates  to comply  with or  contest  any  applicable  legal,  tax,  banking,
accounting,  or regulatory policies or requirements,  or any legal or regulatory
proceeding  thereunder  or  requests  related to customer  relationships  at the
Offices  prior to Closing.  In the event of any such  requests,  the  requesting
party  shall  reimburse  the  requested  party for the  reasonable  costs of the
requested party related to such request.

8.09 Survival of Covenants.  The  obligations and covenants of the parties under
this Section 8 shall survive the Closing.

8.10 Individual Retirement Accounts.  All Individual Retirement Accounts related
to the  Offices  that shall not have become IRAs by the close of business on the
Closing  Date shall not be assigned  by BANK ONE to CNB or assumed by CNB.  BANK
ONE may thereafter,  at its option,  elect to retain such Individual  Retirement
Accounts,  advise the account  holders that it has withdrawn its  resignation as
custodian or transfer the amount in such Individual Retirement


<PAGE>



Accounts to the account holders.



9. TERMINATION

9.01 Termination by Mutual  Agreement.  This Agreement may be terminated and the
transactions  contemplated  hereby  may be  abandoned  by mutual  consent of the
parties  authorized by a vote of a majority of the Board of Directors (or by the
vote of the Executive  Committee of such Board, if so empowered) of each of BANK
ONE and CNB.

9.02  Termination  by  BANK  ONE.  This  Agreement  may be  terminated  and  the
transactions  contemplated hereby abandoned by a vote of a majority of the Board
of Directors  (or by the vote of the  Executive  Committee of such Board,  if so
empowered) of BANK ONE:

(a)     in the event of a material breach by CNB of this Agreement; or

(b) in the event any of the  conditions  precedent  specified in Section 5.01 of
this  Agreement has not been met as of the date required by this  Agreement and,
if not so met, has not been waived by BANK ONE; or

(c) in the  event any  regulatory  approval  required  for  consummation  of the
Acquisition  is denied by the  applicable  regulatory  authority or in the event
that at any time prior to the Closing Date it shall become reasonably certain to
BANK ONE, with the advice of counsel,  that a regulatory  approval  required for
consummation of the Acquisition will not be obtained; or

(d)     on or after December 31, 1995 if the Closing has not then occurred.

9.03  Termination  by CNB. This  Agreement may be  terminated  and  transactions
contemplated  hereby abandoned by a vote of a majority of the Board of Directors
(or by the vote of the  Executive  Committee of such Board,  if so empowered) of
CNB:

(a)     in the event of a material breach by BANK ONE of this Agreement; or

(b) in the event any of the  conditions  precedent  specified in Section 5.02 of
this  Agreement has not been met as of the date required by this  Agreement and,
if not so met, has not been waived by CNB; or

(c) in the  event any  regulatory  approval  required  for  consummation  of the
Acquisition  is denied by the  applicable  regulatory  authority or in the event
that at any time prior to the Closing Date it shall become reasonably certain


<PAGE>



to CNB, with the advice of counsel that a regulatory approval required for
consummation of the Acquisition will not be obtained; or

(e)     on or after December 31, 1995 if the Closing has not then occurred.

9.04  Effect of  Termination.  The  termination  of this  Agreement  pursuant to
Sections  9.02 or 9.03 of this Article 9 shall not release any party hereto from
any liability or obligation to the other party hereto  arising from (i) a breach
of any provision of this Agreement  occurring prior to the termination hereof or
(ii)  the  failure  of  timely  satisfaction  of  conditions  precedent  to  the
obligations of a party to the extent that such failure of timely satisfaction is
attributable to the actions or inactions of such party.


10. MISCELLANEOUS PROVISIONS.

10.01 Expenses.  Except as and to the extent  specifically  allocated  otherwise
herein,  each of the parties hereto shall bear its own expenses,  whether or not
the transactions contemplated hereby are consummated.

10.02 Certificates.  All statements contained in any certificate ("Certificate")
delivered  by or on behalf of BANK ONE or CNB  pursuant to this  Agreement or in
connection  with the  transactions  contemplated  hereby  shall be  deemed to be
representations   and  warranties  of  the  party   delivering  the  Certificate
hereunder.  Each  such  Certificate  shall be  executed  on  behalf of the party
delivering the Certificate by duly authorized officers of such party.

10.03   Termination   of   Representations   and   Warranties.   The  respective
representations  and  warranties of BANK ONE and CNB contained or referred to in
this Agreement or in any Certificate, schedule, or other instrument delivered or
to be  delivered  pursuant to this  Agreement  shall  terminate  at the Closing,
except for:

(a)     those representations and warranties contained in any warranty deeds
delivered by BANK ONE to CNB at the Closing;

(b) those  representations and warranties contained in any bill of sale relating
to the Assets delivered by BANK ONE to CNB at Closing;

(c)  those  representations  and  warranties  contained  in  any  instrument  of
assumption  or in any  Certificate  in the forms of Schedule P and Schedule J, r
espectively, attached hereto and delivered by CNB to BANK ONE at the Closing;

(d) those  representations  and warranties  contained in any  Certificate in the
form of Schedule L attached hereto, delivered by BANK ONE to CNB at the


<PAGE>



Closing; and

(e) those  representations  and  warranties  of BANK ONE  contained  in  Section
3.01(o) of thisAgreement.

10.04  Waivers.  Each  party  hereto,  by  written  instrument  signed  by  duly
authorized  officers of such party,  may extend the time for the  performance of
any of the  obligations  or other acts of the other party  hereto and may waive,
but only as affects the party signing such instrument:

(a) any  inaccuracies  in the  representations  or warranties of the other party
contained or referred to in this Agreement or in any document delivered pursuant
hereto;

(b)     compliance with any of the covenants or agreements of the other party
contained in this Agreement;

(c)     the performance (including performance to the satisfaction of a party
or its counsel) by the other party of such of its obligations set out herein;
and

(d)     satisfaction of any condition to the obligations of the waiving party
pursuant to this Agreement.

10.05  Notices.  All notices and other  communications  hereunder may be made by
mail,  hand-delivery  or by courier  service and notice  shall be deemed to have
been given when received; provided, however, if notices and other communications
are made by  nationally  recognized  overnight  courier  service  for  overnight
delivery,  such notice shall be deemed to have been given one business day after
being forwarded to such a nationally  recognized  overnight  courier service for
overnight delivery.

If to BANK ONE:
Bank One, Steubenville, National Association
Attention: William D. Wolter, President & Chief Executive Officer
            401 Market Street
            Steubenville, Ohio 43952

         With a copy to:
                  BANC ONE CORPORATION
                  Attention: Steven A. Bennett, Senior Vice President
                  100 East Broad Street
                  Columbus, Ohio 43271-0158




<PAGE>



         If to CNB:
                  Columbus National Bank
                  Attention: Jeremy C. McCamic, Chairman
                  c/o American Bancorporation
                  Hawley Building
                  1025 Main Street, Suite 800
                  Wheeling, West Virginia 26003

or such other person or address as any such party may designate by notice to the
other parties, and shall be deemed to have been given as of the date received.

10.06 Parties in Interest: Assignment; Amendment. This Agreement is binding upon
and is for the benefit of the parties  hereto and their  respective  successors,
legal representatives,  and assigns, and no person who is not a party hereto (or
a successor or assignee of such party)  shall have any rights or benefits  under
this Agreement, either as a third party beneficiary or otherwise. This Agreement
cannot be assigned, and this Agreement cannot be amended or modified,  except by
a  written  agreement  executed  by  the  parties  hereto  or  their  respective
successors and assigns.

10.07 Headings. The headings,  table of contents, and index to defined terms (if
any) used in this  Agreement are inserted for  convenience of reference only and
are not intended to be a part of or to affect the meaning or  interpretation  of
this Agreement.

10.08  Terminology.  The  specific  terms  of art that are  defined  in  various
provisions of this Agreement shall apply  throughout  this Agreement  (including
without limitation each Schedule hereto),  unless expressly indicated otherwise.
In addition,  the following  terms and phrases shall have the meanings set forth
for purposes of this Agreement (including such Schedule):

(a) The term "business day" shall mean any day other than a Saturday, Sunday, or
a day on which CNB is closed in accordance with the laws of the State of Ohio or
the United States of America. Any action,  notice, or right which is to be taken
or given or which is to be exercised or lapse on or by a given date which is not
a business day may be taken, given, or exercised, and shall not lapse, until the
next business day following.

(b) The term  "affiliate"  shall mean,  with  respect to any  person,  any other
person directly or indirectly controlling, controlled by or under common control
with such person.

(c) The term "Permitted  Exceptions" shall mean, with respect to the Leased Real
Estate, (i) those five standard exceptions appearing as Schedule B items


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in a standard ALTA leasehold title insurance  policy,  and any other exceptions,
restrictions, easements, rights of way, and encumbrances referenced in the Title
Commitment delivered by BANK ONE to CNB as indicated in Section 2.01 (c) of this
Agreement; (ii) statutory liens for current taxes or assessments not yet due, or
if due not yet  delinquent,  or the validity of which is being contested in good
faith by  appropriate  proceedings;  (iii) such other  liens,  imperfections  in
title, charges,  easements,  restrictions,  and encumbrances which, individually
and in the aggregate, do not materially detract from the value of, or materially
interfere  with the  present use of, any  property s ubject  thereto or affected
thereby; and (iv) such other exceptions as are approved by CNB in writing.

(d) The term  "person"  shall  mean  any  individual,  corporation  partnership,
limited  liability  company,  association,   trust,  or  other  entity,  whether
business, personal, or otherwise.

(e) Unless  expressly  indicated  otherwise in a particular  context,  the terms
"herein,"  "hereunder," "hereto," "hereof," and similar references refer to this
Agreement in its entirety and not to specific articles, sections,  schedules, or
subsections  of  this  Agreement.  Unless  expressly  indicated  otherwise  in a
particular  context,  references  in  this  Agreement  to  enumerated  articles,
sections, and subsections refer to designated portions of this Agreement (but do
not refer to  portions of any  Schedule  unless  such  Schedule is  specifically
referenced) and do not refer to any other document.

(f)  The  term  "subsidiary"  shall  mean a  corporation,  partnership,  limited
liability company,  joint venture, or other business  organization more than 50%
of the  voting  securities  or  interests  in which  are  beneficially  owned or
controlled by the indicated parent of such entity.

10.09 Flexible Structure.  References in this Agreement to federal or state laws
or regulations,  jurisdictions, or chartering or regulatory authorities shall be
interpreted   broadly  to  allow  maximum   flexibility  in   consummating   the
transactions  contemplated hereby in light of changing business,  economic,  and
regulatory conditions. Without limiting the foregoing, in the event BANK ONE and
CNB  agree  in  writing  to  alter  the  legal   structure  of  the  Acquisition
contemplated  by this  Agreement  references  in this  Agreement  to such  laws,
regulations,  jurisdictions,  and  authorities  shall be deemed to be altered to
reflect  the  laws,  regulations,   jurisdictions,   and  authorities  that  are
applicable in light of such change.

10.10 Press  Releases.  BANK ONE and CNB shall approve the form and substance of
any press release of any matters relating to this Agreement issued by the other.



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10.11 Entire  Agreement.  This Agreement  supersedes any and all oral or written
agreements  and  understandings  heretofore  made relating to the subject matter
hereof and contains the entire  agreement of the parties relating to the subject
matter hereof All  schedules,  exhibits,  and  appendices to this  Agreement are
incorporated into this Agreement by reference and made a part hereof.

10.12  Governing  Law.  This  Agreement  shall be governed by, and  construed in
accordance  with, the laws of the State of Ohio and the National Banking Laws of
the United States.

10.13  Counterparts.  This  Agreement may be executed in several  counter parts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

10.14 Tax  Matters.  CNB and BANK ONE agree that they will file  applicable  tax
returns and other related  schedules and documents  based on the  allocations in
this Agreement.

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


                                    Bank One, Steubenville,
                                    National Association

ATTEST:

/s/ David A. Black              By:     /s/ William D. Wolter
                                           President & CEO



                                    Columbus National Bank

ATTEST:

/s/ Jeffrey A. Baran            By:     /s/ Jeremy C. McCamic
                                       Chairman of American Bancorporation
                                       and Authorized Signator
     




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