WEST ONE BANCORP, S-4, 1994-07-07

WEST ONE BANCORP
S-4, 1994-07-07
NATIONAL COMMERCIAL BANKS

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<PAGE>

THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED

PURSUANT TO RULE 901(D) OF REGULATION S-T

As filed with the Securities and Exchange Commission on July 7, 1994

Registration No. 33-_____

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________

WEST ONE BANCORP
(Exact name of registrant as specified in its charter)

IDAHO 6026 82-0362647
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)

101 S. CAPITOL BOULEVARD
BOISE, IDAHO 83733
(208) 383-7000

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
____________________

DWIGHT V. BOARD
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
WEST ONE BANCORP
101 S. CAPITOL BOULEVARD
BOISE, IDAHO 83733
(208) 383-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________

Copies to:

Brian D. Alprin, Esq. Scott B. Lukins, Esq.
Laurence S. Lese, Esq. Lukins & Annis, P.S.
Metzger, Hollis, Gordon & Mortimer 1600 Washington Trust
Suite 1000 Financial Center
1275 K Street, N.W. 717 West Sprague Avenue
Washington, D.C. 20005 Spokane, Washington 99204
(202) 842-1600 (509) 455-9555

<PAGE>

APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: The date of mailing the Proxy Statement/Prospectus contained herein.
______________________________________________________________________________

CALCULATION OF REGISTRATION FEE
______________________________________________________________________________

<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of to be price per offering registration
securities to be registered registered share price fee
- --------------------------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 550,000 shs. NA $12,676,250(1) $4,371

<FN>

(1) Estimated solely for the purpose of calculating the registration fee
and calculated in accordance with Rule 457(f)(2) on the basis of the
book value of the Common Stock, $100 par value, of Valley Bank on June
30, 1994 of $12,676,250 and the maximum of 2,044 shares of such stock
to be converted in the Reorganization described herein into Common
Stock of the registrant.

</TABLE>
____________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================
<PAGE>

WEST ONE BANCORP

CROSS-REFERENCE SHEET BETWEEN
ITEMS OF FORM S-4
AND CAPTIONS IN PROXY STATEMENT/PROSPECTUS

FORM S-4 ITEM CAPTION(S) OR LOCATION IN
NUMBER AND CAPTION PROXY STATEMENT/PROSPECTUS
- ------------------ --------------------------

A. Information About the Transaction

1. Forepart of Registration Statement
and Outside Front Cover Page of
Prospectus......................... Outside Front Cover Page of
Proxy Statement/Prospectus

2. Inside Front and Outside Back
Cover Pages of Prospectus.......... Available Information; Table
of Contents
3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information........................ Summary; Introduction

4. Terms of the Transaction........... Plan of Reorganization;
Comparison of West One Common
Stock and Valley Bank Common
Stock

5. Pro Forma Financial Information.... Pro Forma Combined Financial
Information; Information
Concerning the Pro Forma
Combined Financial
Information; Selected
Financial Data--Pro Forma
Combined Condensed Balance
Sheet; Pro Forma Combined
Condensed Statements of Income

6. Material Contracts with the
Company Being Acquired............. Plan of Reorganization; Plan
of Reorganization--Background
of and Reasons for the
Reorganization; Plan of
Reorganization--Voting
Agreements; Plan of
Reorganization--Interests of
Certain Persons in the
Transaction

7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be Underwriters.. NA

8. Interests of Named Experts and
Counsel............................ NA

<PAGE>

9. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities.................... NA

B. Information About the Registrant

10. Information with Respect to S-3
Registrants........................ Summary--The Parties--West One
Bancorp; Information
Concerning West One--West One
Documents Incorporated by
Reference

11. Incorporation of Certain
Information by Reference........... Information Concerning West
One--West One Documents
Incorporated by Reference

12. Information with Respect to S-2
or S-3 Registrants................. NA

13. Incorporation of Certain
Information by Reference........... NA

14. Information with Respect to
Registrants Other than S-3 or S-2
Registrants........................ NA

C. Information About the Company Being
Acquired

15. Information with Respect to S-3
Companies.......................... NA

16. Information with Respect to S-2
or S-3 Companies................... NA

17. Information with Respect to
Companies Other Than S-2 or S-3
Companies.......................... Information Concerning Valley
Bank; Valley Bank Selected
Financial Data; Stock Prices
and Dividends on Valley Bank
Common Stock; Stockholdings of
Directors and Executive
Officers; Valley Bank
Financial Information;
Management's Discussion and
Analysis of the Financial
Condition and the Results of
Operations for the Three-Month
Period Ended March 31, 1994;
Management's Discussion and
Analysis of the Financial

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<PAGE>
Condition and the Results of
Operations for the Three-Year
Period Ended December 31,
1993; Statistical Information
and Analysis

D. Voting and Management Information

18. Information if Proxies, Consents
or Authorizations are to be
Solicited:

ITEM NUMBER AND CAPTION IN SCHEDULE
14A UNDER THE SECURITIES EXCHANGE CAPTION(S) OR LOCATION IN
ACT OF 1934 OR REGULATION S-K PROXY STATEMENT/PROSPECTUS
- ----------------------------------- --------------------------

(1) Date, Time and Place Information... Outside Front Cover Page of
Proxy Statement/Prospectus;
Summary; Introduction

(2) Revocability of Proxy.............. Introduction--Voting and
Revocation of Proxies

(3) Dissenters' Rights of Appraisal.... Plan of Reorganization--
Dissenters' Rights of Valley
Bank Shareholders

(4) Persons Making the Solicitation.... Introduction--Solicitation of
Proxies

(5) Interest of Certain Persons in
Matters to be Acted Upon........... Plan of Reorganization--
Interests of Certain Persons
in the Transaction

(6) Voting Securities and Principal
Holders Thereof.................... Introduction--Record Date;
Voting Rights; Principal
Holders of West One Common
Stock; Information Concerning
West One--West One Documents
Incorporated by Reference;
Information Concerning Valley
Bank--Stockholdings of Direc-
tors and Executive Officers

(21) Vote Required for Approval....... Plan of Reorganization--
Quorum; Required Vote;
Management Recommendation

(401) Directors and Executive
Officers......................... Information Concerning West
One--West One Documents
Incorporated by Reference

- 3 -
<PAGE>

(402) Executive Compensation........... Information Concerning West
One--West One Documents
Incorporated by Reference

(404) Certain Relationships and
Related Transactions............. Information Concerning West
One--West One Documents
Incorporated by Reference

CAPTION(S) OR LOCATION IN
FORM S-4 ITEM NUMBER AND CAPTION PROXY STATEMENT/PROSPECTUS
- -------------------------------- --------------------------

19. Information if Proxies, Consents
or Authorizations are Not to be
Solicited, or in Exchange Offer.... NA

- 4 -
<PAGE>

PROXY STATEMENT/PROSPECTUS
VALLEY COMMERCIAL BANK
AND
WEST ONE BANCORP

This Proxy Statement/Prospectus is being furnished to the shareholders of
Valley Commercial Bank ("Valley Bank"), a Washington banking corporation, in
connection with the solicitation of proxies by its Board of Directors for use at
a Special Meeting of Shareholders of Valley Bank to be held on ________, 1994
(the "Special Meeting"). The purpose of the Special Meeting is to consider and
vote upon a proposed corporate reorganization (the "Reorganization") whereby
Valley Bank will be merged into West One Bank, Washington ("West One-
Washington"), a wholly-owned subsidiary of West One Bancorp ("West One") with
West One-Washington being the surviving corporation. Upon consummation of the
Reorganization, each of the outstanding shares of Valley Bank's common stock
(the "Valley Bank Common Stock") will be cancelled and will be converted into
the right to receive that number of shares of West One common stock (the "West
One Common Stock") calculated by dividing the Purchase Price, as defined herein,
by the Average Closing Price, as defined, of West One Common Stock, and by
further dividing that number by the number of issued and outstanding shares of
Valley Bank immediately prior to the effective date of the Reorganization. At
July __, 1994, the closing price of West One Common Stock was $_____ per share
and Valley Bank had issued and outstanding 2,044 shares of its Common Stock. If
the Reorganization had been consummated as of that date and assuming (i) the
Average Closing Price of West One Common Stock was $30.48 on that date (the
highest price permitted by the Plan of Reorganization, as defined, in those
cases where the market price of West One Common Stock exceeded $30.48), (ii) the
net undistributed income of Valley Bank from normal and recurring banking
operations between October 1, 1993 and May 31, 1994 was $264,172, and (iii) the
amount by which the reserve for possible loan and lease losses on the books of
Valley Bank on May 31, 1994 exceeded 1.5% of the loan and lease portfolio of
Valley Bank on that date was $258,562 (items (ii) and (iii) being the two
variable components of the Purchase Price to be calculated through the last day
of the month before the effectiveness of the Reorganization and being referred
to herein as "Certain Accretions"), shareholders of Valley Bank would have
received 195.81 shares of West One Common Stock for each share of Valley Bank
Common Stock. The Purchase Price is equal to $11,676,250 plus Certain
Accretions. On the basis of the $[__] market price of a share of West One
Common Stock on July __, 1994, each share of Valley Bank Common Stock would have
had an equivalent value of $[_____]. The shares of West One Common Stock to be
distributed to Valley Bank shareholders have been registered with the Securities
and Exchange Commission and for all shareholders, other than shareholders who
are affiliates of Valley Bank or who become affiliates of West One, will be
immediately tradable. See "Plan of Reorganization--Conversion of Valley Bank
Shares."
____________________

FOR THE ACTION OF THE SHAREHOLDERS TO BE EFFECTIVE, HOLDERS OF TWO-THIRDS
OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF VALLEY BANK MUST VOTE IN
FAVOR OF THE REORGANIZATION. BEFORE THE REORGANIZATION WILL BE IMPLEMENTED, THE
REORGANIZATION MUST ALSO BE APPROVED BY FEDERAL AND STATE BANKING REGULATORS.
REGULATORY APPROVALS HAVE NOT YET BEEN OBTAINED.
____________________

THE SHARES OF WEST ONE COMMON STOCK TO BE ISSUED IN THE MERGER HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<PAGE>

THE SHARES OF WEST ONE COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.

No person has been authorized to give any information or to make any
representation not contained in this Proxy Statement/Prospectus, and, if given
or made, any such information or representation should not be relied upon as
having been authorized by West One or Valley Bank. This Proxy
Statement/Prospectus does not constitute an offer or solicitation by any person
in any state in which such offer or solicitation is not authorized by the laws
thereof or in which the person making such offer or solicitation is not
qualified to make the same. Neither the delivery of this Proxy
Statement/Prospectus at any time nor the distribution of West One Common Stock
hereunder shall imply that the information contained herein is correct as of any
time subsequent to its date.

The date of this Proxy Statement/Prospectus is July __, 1994.

- 2 -
<PAGE>

AVAILABLE INFORMATION

West One has filed with the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933 (the "Securities Act") a Registration Statement
on Form S-4 (the "Registration Statement") covering the shares of West One
Common Stock issuable in the Reorganization. As permitted by the rules and
regulations of the SEC, this Proxy Statement/Prospectus omits certain
information, exhibits and undertakings contained in the Registration Statement.
The statements contained in this Proxy Statement/Prospectus as to the contents
of any contract or other document filed as an exhibit to the Registration
Statement are of necessity brief descriptions and are not necessarily complete.
Each such statement is qualified in its entirety by reference to the copy of
such contract or document filed as an exhibit to the Registration Statement. The
Registration Statement and the exhibits thereto can be inspected at the public
reference facilities of the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C., and copies of such material can be obtained at prescribed
rates by mail addressed to the SEC, Public Reference Section, Washington, D.C.
20549.

West One is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the SEC. Such reports,
proxy statements and other information can be inspected and copied at the public
reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C.; Pacific Regional Office, 5670 Wilshire Boulevard, 11th Floor,
Los Angeles, California; and Seattle, Washington Office, 3040 Jackson Federal
Building, 915 Second Avenue, Seattle, Washington. Copies of such material can
also be obtained at prescribed rates by mail addressed to the SEC, Public
Reference Section, at the address in the previous paragraph. West One Common
Stock is quoted on the NASDAQ National Market System, and such reports, proxy
statements and other West One information can also be inspected at the offices
of NASDAQ Operations, 1735 K Street, N.W., Washington, D.C. Valley Bank is not
subject to the Exchange Act and therefore makes no filings with a governmental
agency pursuant to that Act.

This Proxy Statement/Prospectus incorporates by reference certain documents
relating to West One which are not presented herein or delivered herewith. See
"Information Concerning West One -- West One Documents Incorporated by
Reference." Copies of such documents are available upon request and without
charge to any person to whom this Proxy Statement/Prospectus has been
delivered. Requests for West One documents should be directed to West One
Bancorp, 101 South Capitol Boulevard, Boise, Idaho 83733, Attention: Dwight
V. Board, Senior Vice President and General Counsel (telephone: 208-383-7000).
In order to ensure timely delivery of the documents, any request should be made
not later than ________, 1994.

- 3 -
<PAGE>
VALLEY COMMERCIAL BANK
AND
WEST ONE BANCORP
_______________

PROXY STATEMENT/PROSPECTUS
_______________

TABLE OF CONTENTS

Page
---

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Record Date; Voting Rights . . . . . . . . . . . . . . . . . . . . 13
Purpose of the Special Meeting . . . . . . . . . . . . . . . . . . 13
Voting and Revocation of Proxies . . . . . . . . . . . . . . . . . 14
Solicitation of Proxies. . . . . . . . . . . . . . . . . . . . . . 14

PLAN OF REORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
The Reorganization . . . . . . . . . . . . . . . . . . . . . . . . 15
Background of and Reasons for the Reorganization . . . . . . . . . 15
Voting Agreements. . . . . . . . . . . . . . . . . . . . . . . . . 18
Quorum; Required Vote; Management Recommendation . . . . . . . . . 19
Conversion of Valley Bank Shares . . . . . . . . . . . . . . . . . 19
Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . 21
Interests of Certain Persons in the Transaction. . . . . . . . . . 22
Conduct of Business Pending the Reorganization . . . . . . . . . . 22
Conditions to the Reorganization . . . . . . . . . . . . . . . . . 23
Representations and Warranties . . . . . . . . . . . . . . . . . . 24
Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . 25
Authorized Termination and Damages for Breach. . . . . . . . . . . 25
Dissenters' Rights of Valley Bank Shareholders . . . . . . . . . . 26
Restrictions on Resales by Valley Bank Affiliates. . . . . . . . . 27
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Government Approvals . . . . . . . . . . . . . . . . . . . . . . . 28
Effective Date of the Reorganization . . . . . . . . . . . . . . . 28

PRO FORMA COMBINED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . 29
INFORMATION CONCERNING THE PRO FORMA COMBINED FINANCIAL DATA . . . 29
SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . . . 29
PRO FORMA COMBINED CONDENSED BALANCE SHEET . . . . . . . . . . . . 31
PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME. . . . . . . . . 33

SUPERVISION AND REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . 39
West One . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Regulatory Capital Requirements. . . . . . . . . . . . . . . . . . 40
Other Regulations. . . . . . . . . . . . . . . . . . . . . . . . . 46
Deposit Insurance Assessments. . . . . . . . . . . . . . . . . . . 48
Interestate Banking. . . . . . . . . . . . . . . . . . . . . . . . 49
West One-Washington. . . . . . . . . . . . . . . . . . . . . . . . 49
Valley Bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

- i -

<PAGE>

MONETARY POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

INFORMATION CONCERNING WEST ONE. . . . . . . . . . . . . . . . . . . . . . . 50

WEST ONE BANCORP SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . 50

STOCK PRICES AND DIVIDENDS ON WEST ONE COMMON STOCK. . . . . . . . . . . . . 52

PRINCIPAL HOLDERS OF WEST ONE COMMON STOCK . . . . . . . . . . . . . . . . . 53

WEST ONE DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . 53

INFORMATION CONCERNING VALLEY BANK . . . . . . . . . . . . . . . . . . . . . 54

VALLEY BANK SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . . 54

STOCK PRICES AND DIVIDENDS ON VALLEY BANK COMMON STOCK . . . . . . . . . . . 57

STOCKHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS. . . . . . . . . . . . . . 59

VALLEY BANK FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . 60

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION
AND THE RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIOD
ENDED MARCH 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Results of Operations. . . . . . . . . . . . . . . . . . . . . . . 72
Financial Condition. . . . . . . . . . . . . . . . . . . . . . . . 72
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION
AND THE RESULTS OF OPERATIONS FOR THE THREE-YEAR PERIOD ENDED
DECEMBER 31, 1993. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Results of Operations. . . . . . . . . . . . . . . . . . . . . . . 73
Financial Condition. . . . . . . . . . . . . . . . . . . . . . . . 74

STATISTICAL INFORMATION AND ANALYSIS . . . . . . . . . . . . . . . . . . . . 75

COMPARISON OF WEST ONE COMMON STOCK AND VALLEY BANK COMMON STOCK . . . . . . 82
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Authorized Capital . . . . . . . . . . . . . . . . . . . . . . . . 82
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . 84
Shareholder Meetings . . . . . . . . . . . . . . . . . . . . . . . 86
Amendment of Articles and Bylaws . . . . . . . . . . . . . . . . . 86
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . 87
Dividend Rights. . . . . . . . . . . . . . . . . . . . . . . . . . 87
Liquidation Rights . . . . . . . . . . . . . . . . . . . . . . . . 88
Anti-Takeover Provisions . . . . . . . . . . . . . . . . . . . . . 89
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . 91

LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

- ii -

<PAGE>

APPENDICES:

A. Statutory Provisions Concerning Dissenters' Rights of Valley Bank
Shareholders

B. Opinion of Coopers & Lybrand as to Tax Matters

- iii -

<PAGE>

SUMMARY

The following is a brief summary of certain information which may also be
contained elsewhere in this Proxy Statement/Prospectus. This summary is
provided for convenience and should not be considered complete. It is qualified
in its entirety by the more detailed information contained in this Proxy
Statement/ Prospectus and in the Appendices hereto.

THE PARTIES

WEST ONE BANCORP ("West One") is a bank holding company registered under
the Bank Holding Company Act of 1956, as amended, and organized under the laws
of Idaho, engaged primarily in the commercial banking business through its
banking subsidiaries. West One's principal executive offices are at 101 S.
Capitol Boulevard, Boise, Idaho, 83733 (telephone: 208-383-7000). West One was
formed in 1981 under the name Moore Financial Group Incorporated, a bank holding
company, which changed its name to West One Bancorp on April 20, 1989. West One
is the largest bank holding company headquartered in Idaho, with assets of $7.8
billion. West One has six banking subsidiaries and several non-banking
subsidiaries. Regional financial services at over 200 bank locations in
Idaho, Washington, Oregon and Utah include consumer and commercial banking,
agricultural financing, trust investment management and international banking.
See "Information Concerning West One."

WEST ONE BANK, WASHINGTON ("West One-Washington") is a state banking
corporation organized under the laws of the State of Washington, with its main
office located at Seattle, King County, Washington (telephone 206-585-2904).
Its deposits are insured by the Bank Insurance Fund of the Federal Deposit
Insurance Corporation ("FDIC"). West One-Washington is engaged in the business
of commercial banking through its operation of fifty-three branches throughout
the State of Washington. As of March 31, 1994, West One-Washington had assets
of $2.0 billion, deposits of $1.7 billion, and loans of $1.4 billion. West One-
Washington is subject to regulation by the Director of Financial Institutions of
the State of Washington. See "Information Concerning West One-Washington."

VALLEY COMMERCIAL BANK ("Valley Bank") is a banking corporation organized
in 1963 under the laws of the State of Washington. Valley Bank's principal
executive offices are at 615 Sixth Street, Clarkston, Asotin County, Washington
(telephone 509-758-2584). Valley Bank is engaged primarily in the commercial
banking business through its two banking offices in Asotin County. As of March
31, 1994, Valley Bank had assets of $62.3 million, deposits of $53.5 million,
and loans of $23.1 million. The deposits of Valley Bank are insured by the Bank
Insurance Fund of the FDIC. See "Information Concerning Valley Bank."

THE SPECIAL MEETING

The Special Meeting of Shareholders of Valley Bank (the "Special Meeting")
will be held at __ a.m. local time, on ________, 1994 at Valley Bank's principal
executive offices. Only holders of record of common stock, $100 par value per
share, of Valley Bank ("Valley Bank Common Stock") at the close of business on
___________, 1994 will be entitled to vote at the Special Meeting. At that
date, 2,044 shares of Valley Bank Common Stock were outstanding, each share
being entitled to one vote. See "Introduction."

<PAGE>

PROPOSED REORGANIZATION

At the Special Meeting, the shareholders of Valley Bank will be asked to
consider and approve an Agreement and Plan of Reorganization among West One,
West One-Washington and Valley Bank, and an Agreement of Merger between Valley
Bank and West One-Washington (collectively, the "Plan of Reorganization"). The
Plan of Reorganization provides for the merger of Valley Bank with and into West
One-Washington, whereby West One-Washington will be the surviving corporation.
See "Plan of Reorganization." As a result of the Reorganization, each
outstanding share of Valley Bank Common Stock will be cancelled and will be
converted into the right to receive shares of common stock, $1.00 par value per
share, of West One ("West One Common Stock"), with cash to be paid in lieu of
any fractional shares. Cash will also be paid with respect to shares of holders
who perfect their dissenters' rights. Upon consummation of the Reorganization,
holders of Valley Bank Common Stock will be entitled to receive, in exchange
for each share of Valley Bank Common Stock that number of shares of West One
Common Stock calculated by dividing the Purchase Price (as defined) by the
Average Closing Price (as defined) of West One Common Stock, and by further
dividing the number so reached by the total number of shares of Valley Bank
Common Stock issued and outstanding on the Effective Date of the Reorganization.
The Plan of Reorganization provides that the Average Closing Price shall not be
less than $22.52 per share nor more than $30.48 per share. At July __, 1994,
the closing price of West One Common Stock quoted on NASDAQ was $_____ per share
and there were issued and outstanding 2,044 shares of Valley Bank Common Stock.
If the Reorganization had been consummated on that date and assuming that (i)
the Average Closing Price had been $30.48 (the highest price permitted by the
Plan of Reorganization in those cases where the market price of West One Common
Stock exceeded $30.48), (ii) the net undistributed income of Valley Bank from
normal and recurring banking operations between October 1, 1993 and the close of
business on May 31, 1994, had been $264,172, and (iii) the amount by which the
reserve for possible loan and lease losses on the books of Valley Bank at the
close of business on May 31, 1994, exceeded 1.5% of the loan and lease portfolio
of Valley Bank on that date was $258,562 (items (ii) and (iii) being the two
variable components of Purchase Price to be calculated through the last day of
the month before the Effective Date), each holder of Valley Bank Common Stock
would have received 195.81 shares of West One Common Stock for each share of
Valley Bank Common Stock. This exchange, on the basis of the market price of
$____ per share of West One Common Stock on July __, 1994, would equate to a
value of $5,968.19 for each share of Valley Bank Common Stock if the exchange
were consummated as of such date. The actual ratio for exchanging Valley Bank
Common Stock for West One Common Stock will depend on the Average Closing Price
and the Purchase Price on the Effective Date.

CERTAIN DEFINITIONS

In connection with the description of the Reorganization in this Proxy
Statement/Prospectus, shareholders of Valley Bank should be aware of the
following terms:

"Average Closing Price" means the average (rounded to the nearest penny) of
each Daily Sales Price of West One Common Stock for the ten consecutive trading
days ending on and including the twentieth trading day preceding the Effective
Date; notwithstanding the foregoing, the Average Closing Price will be a number
of dollars and cents not less than $22.52 nor more than $30.48. All

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<PAGE>

prices per share will be adjusted to account for stock dividends, splitups,
mergers, recapitalizations, combinations, conversions, exchanges of shares or
the like.

"Daily Sales Price" means for any trading day, the mean (unrounded) of the
closing bid and asked prices of West One Common Stock in the over-the-counter
market as such prices are reported by the automated quotation system of the
National Association of Securities Dealers, Inc. or, in the absence thereof, by
such other source upon which West One and Valley Bank shall mutually agree.

"Effective Date" means the date which is the latest of (a) the date
following the day upon which the Valley Bank shareholders approve, ratify, and
confirm the transactions contemplated by the Plan of Reorganization; (b) thirty
days after the date on which the Federal Deposit Insurance Corporation ("FDIC")
authorizes consummation of the transaction contemplated by the Plan of
Reorganization; (c) the date upon which the Director of Financial Institutions
of Washington (the "Director") approves the Reorganization; (d) the date upon
which any other material order, approval, or consent of a federal or state
regulator of financial institutions or financial institution holding companies
authorizing consummation of the transactions contemplated by the Plan of
Reorganization is obtained, or any waiting period mandated by such order,
approval, or consent has run; (e) ten days after any stay of the approvals of
the FDIC or the Director of the transactions contemplated by the Plan of
Reorganization, or any injunction against closing of such transactions is
lifted, discharged, or dismissed; or (f) such other date as shall be mutually
agreed upon by West One and Valley Bank.

"Purchase Price" means the sum of (a) $11,676,250.00; plus (b) the net
undistributed income of Valley Bank between October 1, 1993 and the close of
business on the last day of the calendar month preceding the Effective Date,
less any undistributed income (but not net of any undistributed loss) derived
from activities or transactions which are not normal and recurring banking
operations; and (c) the amount by which the reserve for possible loan and lease
losses on the books of Valley Bank at the close of business on the last day of
the calendar month preceding the Effective Date, as determined in accordance
with generally accepted accounting principles, shall exceed 1.5 percent of the
loan and lease portfolio of Valley Bank at that time on that date. The Purchase
Price will be paid in shares of West One Common Stock, with cash in lieu of
fractional shares. Items (b) and (c) of this definition are sometimes referred
to in this Proxy Statement/Prospectus as "Certain Accretions."

REASONS FOR THE REORGANIZATION

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<PAGE>

lending, financing, and other banking services they will require in the future.
The contemplated merger is expected to increase the resulting bank's lending
limit, which will enable it to attract customers which can now be served only by
larger institutions with greater lending limits. See "Plan of Reorganization--
Background of and Reasons for the Reorganization" for a description of the
factors considered by Valley Bank's board of directors in determining to
recommend the reorganization to shareholders for their approval. Valley Bank's
Board of Directors believes that the merger with West One will realize
substantial value for Valley Bank's shareholders and allow them the option of
realizing a significant return on their original investment and continue to
participate in the development of banking in Washington and Idaho and in the
Pacific Northwest by holding the West One Common Stock they will receive in the
Reorganization. Additionally, since Valley Bank Common Stock is not publicly
traded and there is no established market for Valley Bank's stock, the
Reorganization will also provide Valley Bank's shareholders liquidity for their
investment.

In addition, Gerald D. Wilson, Chairman of the Board and Chief Executive
Officer of Valley Bank and owner of approximately 61% of the outstanding shares
of Valley Bank Common Stock, suffered a major illness in 1992 and has been
partially disabled since that time. Although Mr. Wilson has remained active in
the affairs of Valley Bank, his disability has limited his ability to meet with
bank customers and to oversee the day-to-day operations of Valley Bank. Estate
planning considerations are a principal reason for the merging of Valley Bank
into West One-Washington.

WEST ONE. Over the past few years, the business of commercial banking has
changed dramatically as many legal barriers restricting both the boundaries and
activities of banks and bank holding companies have been curtailed or
eliminated. The principal reasons behind West One's past acquisitions and the
proposed acquisition of Valley Bank include the opportunities to further expand
West One's operations in the Lewiston/Clarkston areas and surrounding areas,
realize economies of scale, and expand its customer base. In consummating the
Reorganization, West One would be continuing the expansion of its financial
services in the northwest region of the United States. West One previously
expanded financial operations into Washington with the acquisition of West One-
Washington in September 1988 and additional acquisitions in 1989, 1990, 1992,
and 1993, as well as the purchase of 38 branches in the Puget Sound area from
Security Pacific Bank Washington, N.A. and Security Pacific Savings Bank in
1992; West One also expanded into Utah in 1982 with the acquisition of West One
Bank, Utah, and into Oregon in 1983 with the acquisition of West One Bank,
Oregon and additional acquisitions in 1991 (West One Bank, Oregon, S.B.) and
1992 (the purchase of three branches from Bank of America Oregon). In addition,
West One Bank, Idaho initiated branch services in seven Idaho communities, not
previously the site of West One branching, when it acquired Idaho State Bank in
January 1994.

VOTE REQUIRED FOR APPROVAL

Approval of the Plan of Reorganization requires the affirmative vote of the
holders, voting in person or by proxy, of at least two-thirds of the issued and
outstanding shares of Valley Bank Common Stock. A failure to vote, an absten-
tion, or a failure by a broker to vote shares held in street name will have the

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<PAGE>

same legal effect as a vote against the approval of the Plan of Reorganization.
See "Plan of Reorganization--Required Vote; Management Recommendation."

As of April 1, 1994, the directors and executive officers of Valley Bank
beneficially owned an aggregate of 77% of the outstanding Valley Bank Common
Stock. Gerald D. Wilson, the Chairman and Chief Executive Officer of Valley
Bank and each of Valley Bank's directors as a part of the Plan of Reorganization
with West One have agreed, in their individual capacities as shareholders, to
vote their shares in favor of the Reorganization. That agreement covers an
aggregate of 76.5% of the outstanding Valley Bank Common Stock. As a
consequence, assuming that these shares are voted at the Special Meeting of
Shareholders, approval of the Reorganization is assured. See "Plan of
Reorganization--Voting Agreements."

BOARD OF DIRECTORS RECOMMENDATION

The Board of Directors of Valley Bank unanimously agrees that the
Reorganization is in the best interests of the shareholders of Valley Bank and
recommends that the shareholders of Valley Bank vote "FOR" approval of the Plan
of Reorganization. Valley Bank has not retained an independent financial
advisor to render an opinion regarding the fairness to Valley Bank shareholders
of the consideration provided in the Reorganization Agreement.

SHAREHOLDERS OF VALLEY BANK ARE REQUESTED TO COMPLETE, DATE, AND SIGN THE
ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.

INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION

By resolution dated November 8, 1993, the Board of Directors of Valley Bank
authorized the payment by Valley Bank to the officers and directors of Valley
Bank listed below of deferred compensation in the event of the sale or merger of
Valley Bank as follows: Gerald D. Wilson - $142,500; William G. Edom -
$105,000; William E. Simon - $20,000; Gale E. Wilson - $40,000. The resolution
authorizing the deferred compensation agreements was made after the Board began
investigating the possible sale of Valley Bank, but before any offer was
received from West One or any other potential acquirer.

TAX CONSEQUENCES

The Reorganization will qualify as a nontaxable reorganization under
Section 368(a) of the Internal Revenue Code of 1986. No gain or loss for federal
income tax purposes will be recognized by shareholders of Valley Bank upon
exchange of their shares for West One Common Stock in the Reorganization, except
with respect to cash received in lieu of fractional shares and cash paid to
shareholders who perfect their dissenters' rights under Washington law. For a
more complete description of the federal income tax consequences of the
Reorganization, see "Plan of Reorganization--Tax Consequences."

DISSENTERS' RIGHTS

Record holders of Valley Bank Common Stock who object to the Reorganization
and comply with the prescribed statutory procedures are entitled to have the
fair value of their shares determined in accordance with Section 30.49.030-.090
of the Revised Code of Washington, as amended (the "Appraisal Laws") and paid to
them

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<PAGE>

in cash in lieu of the shares of West One Common Stock they would otherwise be
entitled to receive in the Reorganization. A copy of the pertinent statutory
provisions is attached to this Proxy Statement/Prospectus as Appendix A.
FAILURE TO FOLLOW SUCH PROVISIONS PRECISELY MAY RESULT IN A LOSS OF DISSENTERS'
RIGHTS. Under the Plan of Reorganization, West One is not obligated to
consummate the Plan of Reorganization if the holders of more than 8% of Valley
Bank Common Stock exercise and perfect their dissenters' rights. See "Plan of
Reorganization--Dissenters' Rights of Valley Bank Shareholders."

OTHER SHAREHOLDER PROVISIONS

The Articles of Incorporation and Bylaws of West One contain provisions
which may be considered to be protective of shareholder interests against
hostile or coercive takeover tactics, including staggered terms of office for
directors, absence of cumulative voting, and special shareholder vote
requirements for certain types of extraordinary corporate transactions. Also,
the board of directors of West One in October 1989 adopted a Shareholders'
Rights Plan designed to encourage any potential acquiror of West One to
negotiate the manner and terms of the transaction with the Board of Directors
and to protect shareholders from unsolicited tender offers which do not treat
all shareholders in a fair and equal manner, and from other coercive takeover
tactics. See "Comparison of West One Common Stock and Valley Bank Common
Stock."

REGULATORY APPROVALS

A condition to consummation of the Reorganization is approval of the
Reorganization by the FDIC and the Director. Applications for these approvals
have been filed and are expected to be approved, although no assurances may be
given as to whether or when such approvals may be received.

CONDITIONS; AMENDMENT; TERMINATION

In addition to shareholder and regulatory approval, consummation of the
Reorganization is contingent upon the receipt of a tax opinion and the
satisfaction of a number of other conditions. See "Plan of Reorganization--
Conditions to the Reorganization." Notwithstanding prior shareholder approval,
the Plan of Reorganization may be amended by the parties at any time prior to
the Effective Date of the Reorganization in any respect that would not prejudice
the economic interests of the Valley Bank shareholders.

The Plan of Reorganization may be terminated and abandoned at any time
prior to the Effective Date, notwithstanding approval of the shareholders, as
follows: (i) by mutual consent of West One and Valley Bank; (ii) unilaterally,
by either party if any of the representations and warranties of the other party
was materially incorrect when made; (iii) by either party if the Reorganization
has become inadvisable or impracticable by reason of federal or state litigation
to restrain or invalidate the Reorganization; or (iv) by either party on or
after December 31, 1994, if the Effective Date has not occurred on or before
that date.

EFFECTIVE DATE OF THE REORGANIZATION

It is presently anticipated that if the Plan of Reorganization is approved
by the shareholders of Valley Bank, the Reorganization will become effective in
the third quarter of 1994. However, there can be no assurance that all condi-

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<PAGE>

tions necessary to the consummation of the Reorganization will be satisfied or,
if satisfied, that they will be satisfied in time to permit the Reorganization
to become effective at the anticipated time. See "Plan of Reorganization--
Effective Date of the Reorganization."

EXCHANGE OF CERTIFICATES

Instructions on how to effect the exchange of Valley Bank Common Stock
certificates for West One Common Stock certificates will be sent, as promptly as
practicable after the Reorganization becomes effective, to each shareholder of
record of Valley Bank immediately prior to such Merger. SHAREHOLDERS SHOULD NOT
SEND IN STOCK CERTIFICATES UNTIL THEY RECEIVE WRITTEN INSTRUCTIONS TO DO SO.

PRE-ANNOUNCEMENT PRICES

West One has agreed that holders of all of the outstanding shares of Valley
Bank Common Stock will be entitled to receive the Purchase Price of
$11,676,250.00 plus Certain Accretions as described herein through the delivery
to Valley Bank shareholders shares of West One Common Stock with a value equal
to the Purchase Price. The closing sales price for West One Common Stock on the
NASDAQ National Market System on March 11, 1994, the last trading day prior to
the first public announcement of the Reorganization, was $27.50.

On July __, 1994, the closing sale price for West One Common Stock was
$_____. An equivalent per share price for Valley Bank Common Stock computed by
reference to the method described above under "Proposed Reorganization" would
result in an exchange ratio of 195.81 shares of West One Common Stock for each
share of Valley Bank Common Stock, assuming that the Average Closing Price was
$30.48 (because the Plan of Reorganization provides that $30.48 is the highest
price permitted in determining the rate of exchange in those cases where the
market price of West One Common Stock exceeded $30.48), that the Reorganization
had been consummated on July __, 1994, and that the Purchase Price was
$12,198,984 inclusive of Certain Accretions. If the Average Closing Price were
to equal $______, the market price per share of West One Common Stock on July
__, 1994, the equivalent per share price (as calculated above) for Valley Bank
Common Stock, assuming consummation of the Plan of Reorganization, would have
been $________.

Valley Bank's common stock is not widely or actively traded and is not
listed with a national securities exchange or quoted on any automated quotation
system. The common stock trades infrequently and is traded only through private
negotiated transactions between individuals. As a result, no established public
trading market for Valley Bank's Common Stock presently exists. Reliable
information concerning the prices at which Valley Bank's common stock has traded
in private negotiated transactions is not publicly available or generally known
to Valley Bank or West One. On occasion, Valley Bank has become aware of the
trading price of its common stock in private transactions. Information
concerning those trading prices has been omitted based on Valley Bank's belief
that such prices are not necessarily representative of the market price for its
common stock during any particular period. There have been no trades in Valley
Bank Common Stock since the Plan of Reorganization was publicly announced on
March 14, 1994. See "Stock Prices and Dividends on Valley Bank Common Stock,"
below.

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<PAGE>

SELECTED FINANCIAL INFORMATION

The following table sets forth certain historical financial information for
West One and Valley Bank. With respect to pro forma combined financial
information for West One giving effect to the Reorganization using the pooling-
of-interests method of accounting, see "Information Concerning the Pro Forma
Combined Financial Data." The following information is based on the historical
financial statements of West One incorporated herein by reference and the Valley
Bank financial statements appearing elsewhere herein, and should be read in
conjunction with such statements and information and the related notes.

Three Months
Ended March 31 Year Ended December 31
----------------------- --------------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---------- ---------- ---------- ---------- ---------- ---------- ----------
(unaudited) (In Thousands, Except Per Share Amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
WEST ONE
Earnings
Net interest income....... $ 80,502 $ 69,885 $ 303,890 $ 238,698 $ 197,572 $ 175,689 $ 155,831
Provision for loan
losses.................. 3,989 3,092 13,383 14,308 29,680 11,668 7,514
Net income................ 22,915 18,165 83,187 63,372 41,199 44,267 34,988
Per Share
Primary earnings.......... $ .65 $ .55 $ 2.50 $ 2.09 $ 1.47 $ 1.60 $ 1.27
Fully diluted earnings.... .62 .53 2.38 1.98 1.44 1.60 1.26
Cash dividends declared... .18 -- .49 .675 .48 .44 .41
Cash dividends paid....... .18 .13 .595 .51 .47 .44 .40

Statement of Condition at
Period End
Assets.................... $7,813,814 $7,071,202 $7,671,353 $7,133,637 $5,417,199 $4,946,989 $4,760,263
Deposits.................. 6,079,574 5,531,362 5,937,047 5,636,339 4,044,408 3,860,881 3,597,072
Long-term debt............ 115,112 117,208 116,460 117,649 111,881 72,614 71,863
Shareholders' equity...... 639,404 508,941 623,566 489,825 367,048 332,692 298,469

VALLEY BANK
Earnings
Net interest income....... $ 551 $ 620 $ 2,326 $ 2,299 $ 2,036 $ 2,008 $ 1,784
Provision for loan
losses.................. -- 30 120 120 120 110 52
Net income ............... 180 221 763 872 656 678 534
Per Share
Net income ............... $ 88.08 $ 108.33 $ 373.29 $ 426.52 $ 321.14 $ 331.82 $ 261.02
Cash dividends declared... -- -- 83.00 56.00 50.00 42.00 40.00
Cash dividends paid....... 83.00 56.00 56.00 50.00 42.00 40.00 31.50
Statement of Condition at
Period End
Assets.................... $ 62,339 $ 57,311 $ 63,631 $ 58,846 $ 52,613 $ 46,933 $ 42,016
Deposits.................. 53,463 48,951 54,613 50,544 45,103 39,861 35,550
Shareholders' equity...... 8,523 8,027 8,343 7,750 6,993 6,439 5,847

</TABLE>

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<PAGE>

COMPARATIVE PER SHARE DATA

The following table sets forth for the periods indicated historical
earnings, book values and dividends per share for West One and Valley Bank
Common Stock. The following data are based on the historical financial
statements of West One incorporated herein by reference and of Valley Bank
appearing elsewhere herein and should be read in conjunction with such financial
statements and such information and the related notes to each.

Three Months
Ended March 31 Year Ended December 31
--------------
1994 1993 1993 1992 1991 1990 1988
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
PRIMARY EARNINGS PER COMMON SHARE
West One. . . . . . . . . . . . . . . . $ .65 $ .55 $ 2.50 $ 2.09 $ 1.47 $ 1.60 $ 1.27
Valley Bank . . . . . . . . . . . . . . 88.08 108.33 373.29 426.52 321.14 331.82 261.02
FULLY DILUTED EARNINGS PER COMMON
SHARE

West One. . . . . . . . . . . . . . . . $ .62 $ .53 $ 2.38 $ 1.98 $ 1.44 $ 1.60 $ 1.26
Valley Bank . . . . . . . . . . . . . . 88.08 108.33 373.29 426.52 321.14 331.82 261.02

BOOK VALUE PER COMMON SHARE
West One. . . . . . . . . . . . . . . . $ 18.29 $ 15.71 $ 17.96 $ 15.14 $ 13.08 $ 12.07 $ 10.88
Valley Bank . . . . . . . . . . . . . . 4,169.89 3,927.42 4,081.82 3,791.76 3,410.47 3,150.09 2,860.69
CASH DIVIDENDS DECLARED PER COMMON SHARE
West One. . . . . . . . . . . . . . . . $ .18 $ -- $ .49 $ .675 $ .48 $ .44 $ .41
Valley Bank . . . . . . . . . . . . . . -- -- 83.00 56.00 50.00 42.00 40.00
CASH DIVIDENDS PAID PER COMMON SHARE

West One. . . . . . . . . . . . . . . . $ .18 $ .13 $ .595 $ .51 $.47 $ .44 $ .40
Valley Bank . . . . . . . . . . . . . . 83.00 56.00 56.00 50.00 42.00 40.00 31.50

<FN>
(1) While West One is not obligated to pay cash dividends, the Board of
Directors presently intends to continue the policy of paying quarterly cash
dividends. Future dividends will depend, in part, upon the earnings and
financial condition of West One.

</TABLE>

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<PAGE>

UNAUDITED QUARTERLY FINANCIAL DATA

The following table sets forth selected unaudited quarterly financial data
for West One and Valley Bank. The data have been derived in part from, and
should be read in conjunction with, the consolidated financial statements and
notes thereto, and other financial information with respect to West One and
Valley Bank incorporated by reference into or set forth elsewhere in this
Prospectus/Proxy Statement, and such data are qualified in their entirety by
reference thereto.

Fully Diluted Cash Dividends
Total Interest Total Interest Earnings per Declared per
(In thousands, except per share data) Income Expense Net Income Share Share
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
WEST ONE
Quarter ended:
March 31, 1994 $125,986 $45,484 $22,915 $.62 $.18

December 31, 1993 127,442 46,713 22,433 .63 .18
September 30, 1993 126,640 48,169 21,775 .62 .155
June 30, 1993 123,823 49,018 20,814 .60 .155
March 31, 1993 119,420 49,535 18,165 .53 --

December 31, 1992 121,175 52,116 17,392 .51 .285
September 30, 1992 108,402 47,050 16,503 .50 .13
June 30, 1992 100,830 45,699 15,264 .50 .13
March 31, 1992 103,381 50,225 14,213 .47 .13

VALLEY BANK
Quarter ended:
March 31, 1994 $901 $350 $180 $ 88.08 --

December 31, 1993 914 354 109 53.18 $83.00
September 30, 1993 906 334 184 89.99 --
June 30, 1993 925 351 249 121.79 --
March 31, 1993 981 361 221 108.33 --

December 31, 1992 983 389 263 130.26 56.00
September 30, 1992 963 391 207 99.99 --
June 30, 1992 978 395 216 105.20 --
March 31, 1992 974 424 186 91.07 --

</TABLE>

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<PAGE>

Equivalent Per Common Share Data

The following table sets forth selected, unaudited per common share data
for Valley Bank and West One as previously reported and pro forma per share data
for the same periods prepared as if: (a) both entities had been combined on a
pooling-of-interests accounting basis during the periods presented and (b) 2,044
shares of Valley Bank Common Stock had been exchanged for 400,229 shares of West
One Stock on the basis of a closing price of West One Stock of $30.48 per share
and assuming Certain Accretions (as defined herein) of $523,000 as of May 31,
1994.

Valley Bank West One
----------------------- -----------------------
Pro Forma Pro Forma
Reported Equivalent Reported Combined
-------- ---------- -------- ---------
<S> <C> <C> <C> <C>
Book value per share share at:
March 31, 1994 $4,169.89 $3,587.13 $18.29 $18.32
December 31, 1993 4,081.82 3,523.23 17.96 17.99
Cash dividends per share declared
for the periods ended:
March 31, 1994 $ -- $ 34.85 $ .18 $ .18
December 31, 1993 83.00 95.80 .49 .49
December 31, 1992 56.00 131.24 .675 .67
December 31, 1991 50.00 93.37 .48 .48
Cash dividends per share paid
for the periods ended:
March 31, 1994 $ 83.00 $ 35.79 $ .18 $ .18
December 31, 1993 56.00 115.82 .595 .59
December 31, 1992 50.00 99.25 .51 .51
December 31, 1991 42.00 91.33 .47 .47
Primary earnings per share for
the periods ended:
March 31, 1994 $ 88.08 $ 126.41 $ .65 $ .65
December 31, 1993 373.29 487.89 2.50 2.49
December 31, 1992 426.52 409.17 2.09 2.09
December 31, 1991 321.14 287.40 1.47 1.47
Fully diluted earnings per share
for the periods ended:
March 31, 1994 $ 88.08 $ 120.48 $ .62 $ .62
December 31, 1993 373.29 464.10 2.38 2.37
December 31, 1992 426.52 388.95 1.98 1.99
December 31, 1991 321.14 281.95 1.44 1.44

</TABLE>

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<PAGE>

VALLEY COMMERCIAL BANK
and
WEST ONE BANCORP
____________________

PROXY STATEMENT/PROSPECTUS
for
Special Meeting of Valley Bank Shareholders
to be held on
________, 1994

INTRODUCTION

This Proxy Statement/Prospectus is furnished in connection with the
solicitation by the Board of Directors of Valley Commercial Bank ("Valley Bank")
of proxies to be voted at the Special Meeting of Shareholders of Valley Bank to
be held on ________, 1994 and at any adjournment or adjournments thereof. The
Special Meeting will be held at __ a.m., local time, at 615 Sixth Street,
Clarkston, Washington. The approximate date on which this Proxy
Statement/Prospectus will first be mailed to the shareholders of Valley Bank is
___________, 1994.

RECORD DATE; VOTING RIGHTS

The Board of Directors of Valley Bank has fixed the close of business on
__________, 1994 as the record date for determining the shareholders of Valley
Bank entitled to notice of and to vote at the Special Meeting. At that date,
2,044 shares of Common Stock, $100 par value, of Valley Bank ("Valley Bank
Common Stock") were outstanding, held by approximately 53 shareholders of
record. Each such share of Valley Bank Common Stock entitles its holder of
record at the close of business on the record date to one vote on each matter
properly submitted to the shareholders for action at the Special Meeting.
Valley Bank has no other outstanding class of capital stock.

PURPOSE OF THE SPECIAL MEETING

At the Special Meeting, the shareholders of Valley Bank will be asked to
consider and vote upon a proposal to approve an Agreement and Plan of
Reorganization (the "Plan of Reorganization") dated as of March 7, 1994 among
Valley Bank, West One Bancorp ("West One"), and West One Bank, Washington ("West
One-Washington"). Upon consummation of the Reorganization, all outstanding
shares of Valley Bank Common Stock will be cancelled and each outstanding share
of Valley Bank Common Stock (other than shares subject to dissenters' rights)
will be converted into the right to receive shares of West One Common Stock in
accordance with the formula described below, with cash to be paid in lieu of any
fractional shares. Upon the Effective Date, each holder of Valley Bank Common
Stock will be entitled to receive, in exchange for each share of Valley Bank
Common Stock held by him, that number of shares of West One Common Stock
calculated by dividing the Purchase Price (which is equal to the sum of
(a) $11,676,250; (b) the net undistributed income of Valley Bank between
October 1, 1993 and the close of business on the last day of the calendar month
preceding the Effective Date, less any undistributed income (but not net of any
undistributed loss) derived from activities or transactions which are not normal

- 12 -
<PAGE>

and recurring bank operations; and (c) the amount by which the reserve for
possible loan and lease losses on the books at Valley Bank at the close of
business on the last day of the calendar month preceding the Effective Date, as
determined in accordance with generally accepted accounting principles, exceeds
1.5 percent of the loan and lease portfolio of Valley Bank at that time on that
date (the foregoing items (b) and (c) being hereafter referred to as "Certain
Accretions")) by the Average Closing Price, and by further dividing the number
so reached by the total number of shares of Valley Bank Common Stock issued and
outstanding on the Effective Date of the Plan of Reorganization. At July __,
1994, the closing price of West One Common Stock quoted on NASDAQ was $_____ per
share and 2,044 shares of Valley Bank Common Stock were issued and outstanding.
If the Plan of Reorganization had been consummated on that date, holders of
Valley Bank Common Stock would have received 195.81 shares of West One Common
Stock for each share of Valley Bank Common Stock, assuming that the Average
Closing Price was $30.48 (the highest price permitted by the Plan of
Reorganization in those cases where the market price of West One Common Stock
exceeded $30.48) and assuming that Certain Accretions equalled $522,734 as of
June 30, 1994. This exchange on the basis of the foregoing assumptions and on
the further basis of the market price of West One Common Stock being $_____ per
share on July ___, 1994, would equate to a value of $5,968.19 for each share of
Valley Bank Common Stock if the exchange were consummated as of such date.

THE BOARD OF DIRECTORS OF VALLEY BANK IS UNANIMOUS IN ITS BELIEF THAT THE
REORGANIZATION IS IN THE BEST INTERESTS OF THE SHAREHOLDERS OF VALLEY BANK AND
RECOMMENDS THAT VALLEY BANK SHAREHOLDERS VOTE TO APPROVE THE PLAN OF
REORGANIZATION.

VOTING AND REVOCATION OF PROXIES

All properly executed proxies not theretofore revoked will be voted at the
Special Meeting or any adjournments thereof in accordance with the instructions
thereon. Valley Bank proxies containing no voting instructions will be voted in
favor of approval of the Plan of Reorganization. As to any other matter brought
before the Special Meeting and submitted to a shareholder vote, proxies will be
voted in accordance with the judgment of the proxyholders named thereon.

A shareholder who has executed and returned a proxy may revoke it at any
time before it is voted by filing with the Secretary of Valley Bank written
notice of such revocation or a later dated proxy or by attending the Special
Meeting and voting in person. Attendance at the Special Meeting will not, of
itself, constitute a revocation of a proxy.

SOLICITATION OF PROXIES

In addition to solicitation by mail, directors, officers and employees of
Valley Bank may solicit proxies from the shareholders of Valley Bank in person
or by telephone or otherwise for no additional compensation. Custodians will be
requested to forward proxy soliciting materials to beneficial owners of shares
held of record by them and will be reimbursed for their reasonable expenses.
Further, Valley Bank will bear its own expenses in connection with the printing
and solicitation of proxies for the Special Meeting.

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<PAGE>

PLAN OF REORGANIZATION

This section of the Proxy Statement/Prospectus describes certain of the
more important aspects of the Plan of Reorganization. The following description
does not purport to be complete and is qualified in its entirety by reference to
the Plan of Reorganization. The Plan of Reorganization has been filed with the
SEC as an exhibit to the Registration Statement. The Plan of Reorganization is
incorporated in this Proxy Statement/Prospectus by reference to such filing and
is available upon request. See "Available Information."

THE REORGANIZATION

The Plan of Reorganization provides for the merger of Valley Bank with and
into West One-Washington, with West One-Washington being the surviving
corporation. Upon consummation of the merger, the franchise of Valley Bank as a
banking corporation will automatically terminate, and West One-Washington will
thereafter be considered the same corporate entity as Valley Bank and West One-
Washington combined, and will continue to be known as West One-Washington. West
One-Washington will continue as a direct wholly-owned subsidiary of West One.
West One is a bank holding company incorporated in Idaho. The principal
subsidiaries of West One are West One Bank, Idaho, with 87 branch locations in
Idaho; West One Bank, Oregon with 45 branch locations in Oregon; West One Bank,
Utah, with 24 branch locations in Utah; and West One-Washington, with 53 branch
locations in Washington. Valley Bank conducts its commercial banking business
through two branch locations.

Upon consummation of the Reorganization, the shareholders of Valley Bank
will automatically cease to own their shares of Valley Bank Common Stock and
will become shareholders of West One upon surrender of their Valley Bank stock
certificates after the Effective Date. The 2,044 outstanding shares of Valley
Bank Common Stock (other than shares with respect to which dissenters' rights
are perfected) will be converted into the right to receive that number of shares
of West One Common Stock equal to the Purchase Price (that is, $11,676,250, plus
Certain Accretions), as determined on the Effective Date of the Reorganization.
See "Conversion of Valley Bank Shares."

BACKGROUND OF AND REASONS FOR THE REORGANIZATION

VALLEY BANK. In September, 1993, the board of directors of Valley Bank
discussed the question of whether or not the board should authorize its
Chairman, Mr. Gerald Wilson, to investigate a possible sale of that bank in a
tax-free transaction. Mr. Wilson had sustained a severe physical impairment
which had made it difficult for him to continue with the management of Valley
Bank on a full-time basis. Moreover, because of Mr. Wilson's age and the ages
of certain of the other Valley Bank directors, and also as a means of achieving
a greater degree of liquidity for Valley Bank's shareholders, it was concluded
that Mr. Gerald Wilson and his son, Mr. Gale Wilson, should be authorized to
investigate a possible sale of Valley Bank. These two individuals were also
authorized by the board of directors of Valley Bank to retain whatever financial
and legal assistance they might need in connection with such endeavor.

In late September, 1993, Mr. Gerald Wilson and Mr. Gale Wilson contacted
Mr. Robert L. Montgomery, a former banker and businessman then living in Boise,
Idaho. The purpose of this call was to determine whether Mr. Montgomery would

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<PAGE>

be willing to act as a financial consultant to Valley Bank in connection with a
possible sale of that bank. Mr. Montgomery has had a long career as an Idaho
banking executive and possessed the background and qualifications required to
act as an advisor to Valley Bank.

Mr. Gerald Wilson informed Mr. Montgomery that in 1991, West One Bancorp
("West One") had submitted a proposal to him for the possible purchase of Valley
Bank and that negotiations had begun at that time, and that these negotiations
included a draft letter of intent that had been submitted to the board of
directors of Valley Bank for discussion purposes. At approximately that same
time, Mr. Gerald Wilson suffered a stroke and the resulting physical impairment
made it impossible for him to continue with further negotiations. Mr. Wilson
indicated to Mr. Montgomery that he felt West One might still be interested in
making a proposal to acquire Valley Bank. Mr. Wilson, therefore, asked Mr.
Montgomery to contact West One for the purpose of discussing a possible sale of
Valley Bank. He also authorized Mr. Montgomery to contact the principal
officers of other large banks with a major presence in Washington to determine
if those financial institutions would want to submit a proposal to purchase
Valley Bank. Following preliminary discussions, two banks indicated that they
would be interested in reviewing pertinent financial information relative to
Valley Bank, and in possibly submitting a proposal for the purchase of that
bank's stock.

In October, 1993, Mr. Montgomery met with Mr. Gerald Wilson and Mr. Gale
Wilson to establish the parameters to be followed by Mr. Montgomery in the
discussions he would undertake with each of the three potential purchasers of
Valley Bank. The principal concern of the members of the Valley Bank board was
that the sale qualify for tax-free exchange treatment. Additionally, it was
determined that Mr. Montgomery should indicate to each of the prospective
purchasers of Valley Bank that the offer each bank might make should include a
provision to the effect that the earnings of Valley Bank from the date of the
agreement to the date of closing should be added to the agreed upon purchase
price, and that Mr. Montgomery should also indicate that the purchase price was
to be increased by the amount, if any, by which Valley Bank's loan loss reserve
exceeded 1.5% of the loans outstanding at the time of closing.

In November, 1993, Mr. Gale Wilson and Mr. Robert Montgomery met with the
president of one of the other interested banks and with the President of West
One for the purpose of defining the required terms and conditions of the sale of
the common stock of Valley Bank. Each party was informed that their respective
bids should be submitted to Valley Bank within thirty days. Another of the
interested banks, after examining the financial information and after preparing
a preliminary proposal, determined that it did not wish to submit an offer to
purchase Valley Bank.

Still later, in early December, 1993, Mr. Montgomery met with Mr. Gerald
Wilson and Mr. Gale Wilson to review the proposals which had been submitted by
West One Bancorp and the remaining interested bank. After examining and
comparing the two bids, the three of them concluded that further discussion
would be required before a final recommendation could be made to the board of
Valley Bank. It was decided, however, that for the time being the negotiations
should continue only with West One, as the proposal submitted by it appeared to
be preferable. At this meeting it was also decided that Valley Bank should
retain the services of Scott B. Lukins, Esq. of Spokane, Washington, to
represent Valley

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<PAGE>

Bank in connection with the final contract negotiations and the preparation of
an agreement of merger.

Thereafter, in late January, 1994, Mr. Montgomery and Mr. Lukins met with
Mr. Gale Wilson and Mr. Gerald Wilson at Valley Bank for the purpose of
reviewing the proposal that had been received from West One and also to develop
the strategy to be followed in further negotiations with West One.

Still later, on February 10, 1994, Mr. Gale Wilson, Mr. Scott Lukins, and
Mr. Montgomery met in Boise, Idaho, with Mr. D. Michael Jones, President of West
One and with Mr. Dwight V. Board, Senior Vice President and General Counsel of
West One. At the conclusion of this meeting, it was agreed that counsel for
West One should prepare a second draft of the agreement and that this agreement
would then be submitted to Mr. Lukins and to the board of directors of Valley
Bank, for their approval.

On March 7, 1994, Mr. Jones traveled to Clarkston to meet with the
executive committee of Valley Bank and to consummate the signing of the
agreement of merger. Prior thereto, on March 3, 1994, the board of directors of
Valley Bank had adopted, by unanimous consent, resolutions authorizing
Mr. Gerald Wilson to execute the merger agreement on behalf of Valley Bank. The
merger agreement was signed by each Mr. Wilson on March 8, 1994, with an
original thereof mailed to Mr. Jones on that date.

VALLEY BANK. The board of directors of Valley Bank believes that the
merger of Valley Bank into West One-Washington in exchange for West One Common
Stock is in the best interests of shareholders, employees, customers and the
community served by Valley Bank. In management's opinion, the Reorganization
will provide substantial additional financial support for the growth of Valley
Bank's business. In order to meet competition from other larger banks, Valley
Bank would be required to expand the services and credit facilities beyond those
presently offered to its customers. Valley Bank's management foresees
substantial new competition among financial institutions and their competitors
in the Lewiston (Idaho)/Clarkston (Washington) area and surrounding areas, and
believes that the proposed merger with West One-Washington offers Valley Bank's
shareholders the best possible method of realizing the value of their investment
in Valley Bank and continuing to offer Valley Bank's customers and the community
the deposit, lending, financing, and other banking services they will require in
the future. The contemplated merger is expected to increase Valley Bank's
lending limit, which will enable it to attract customers which can now be served
only by larger institutions with greater lending limits. See "Plan of
Reorganization--Background of and Reasons for the Reorganization" for a
description of the factors considered by Valley Bank's board of directors in
determining to recommend the reorganization to shareholders for their approval.
Valley Bank's Board of Directors believes that the merger with West One will
realize substantial value for Valley Bank's shareholders and allow them the
option of realizing a significant return on their original investment and
continue to participate in the development of banking in Washington and Idaho
and in the Pacific Northwest by holding the West One Common Stock they will
receive in the Reorganization. Additionally, since Valley Bank Common Stock is
not publicly traded and there is no established market for Valley Bank's stock,
the Reorganization will also provide Valley Bank's shareholders liquidity for
their investment.

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<PAGE>

WEST ONE. The business of commercial banking has changed dramatically in
recent years. Many legal barriers restricting the boundaries and activities of
banks and bank holding companies have been curtailed or eliminated. Through its
acquisition of Valley Bank, West One will expand its operations in the
Lewiston/Clarkston area and surrounding areas, enlarge its customer base and
realize economies of scale. This will result in an expansion of the banking
services that West One will be able to provide its customers.

In consummating this transaction, West One will continue the expansion of
its financial operations in the Pacific Northwest. West One previously acquired
West One-Washington in 1988, and made some smaller acquisitions in 1989 and
1990, a large acquisition of 38 branches in the Puget Sound area from Security
Pacific Bank Washington, and from Security Pacific Savings Bank in 1992, the
acquistion of Yakima Valley Bank, also in 1992, and of Ben Franklin National
Bank in 1993. West One also expanded into Utah in 1982 through the acquisition
of West One Bank, Utah, and into Oregon in 1983 with the acquisition of West One
Bank, Oregon and additional acquisitions in 1991 (West One Bank, Oregon, S.B.),
1992 (three branches purchased from Bank of America Oregon) and 1994 (ten Far
West Federal Savings Bank branches from the Resolution Trust Corporation). In
addition, West One Bank, Idaho initiated branch services in seven Idaho
communities, not previously the site of West One branching, when it acquired
Idaho State Bank in January 1994.

VOTING AGREEMENTS

In connection with the Plan of Reorganization, Gerald D. Wilson, the
Chairman and Chief Executive Officer of Valley Bank, and each of Valley Bank's
directors, whose common share holdings aggregate 76.5% of the outstanding Valley
Bank Common Stock, have agreed with West One, in their capacities as
shareholders, to vote their shares in favor of the Plan of Reorganization, and
Mr. Wilson has agreed to use his best efforts to cause any other shares over
which he has voting power to be voted in favor of the Plan of Reorganization.
Mr. Wilson, who owns approximately 62% of the outstanding Valley Bank Common
Stock, has also agreed until the earlier of the consummation of the
Reorganization or the termination of the Plan of Reorganization, not to vote his
shares in favor of any other acquisition transaction or to cause his shares to
be sold pursuant to any tender offer, exchange offer or similar proposal by a
person other than West One or to any person who is seeking to gain control over
Valley Bank or to any person who does not agree to be bound by similar
restrictions.

The voting agreements are applicable to Mr. Wilson and Valley Bank's
directors only in their capacity as shareholders and do not legally affect the
exercise of their respective responsibilities as a Chairman and Chief Executive
Officer, or Directors of Valley Bank. Mr. Wilson's agreement does not apply to
any shares of Valley Bank Common Stock held by him as a trustee or fiduciary for
another.

The form of the voting agreements has been filed with the SEC as an exhibit
to the Registration Statement and is incorporated herein by reference. The
foregoing summary of the agreements is qualified in its entirety by reference to
such filing.

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<PAGE>

QUORUM; REQUIRED VOTE; MANAGEMENT RECOMMENDATION

Valley Bank's Bylaws provide that the presence at the meeting in person or
by proxy of holders of a majority of the outstanding voting stock is necessary
to constitute a quorum for the conduct of business. If a shareholder returns a
proxy indicating abstention, or a broker indicates on a proxy either abstention
or that it does not have discretionary authority to vote certain shares, those
shares will not be considered as votes cast with respect to a particular matter,
but will be counted in the number of shares present in person or represented by
proxy for purposes of determining whether a quorum is present and for all other
matters relating to shares in attendance. Under Washington law, approval of the
Plan of Reorganization requires the affirmative votes of the holders, voting in
person or by proxy, of at least two-thirds of the outstanding shares of Valley
Bank Common Stock at the Special Meeting by the holders of Valley Bank Common
Stock. A failure to vote, an abstention, or a broker's non-vote or failure to
vote shares held in street name will have the same legal effect as a vote
against approval of the Plan of Reorganization. Valley Bank has not retained an
independent financial adviser to evaluate the Plan of Reorganization and the
adequacy of the consideration to be paid to Valley Bank shareholders, nor has a
financial adviser been retained to render an opinion regarding the fairness to
Valley Bank shareholders of the consideration provided in the Plan of
Reorganization. THE BOARD OF DIRECTORS OF VALLEY BANK UNANIMOUSLY RECOMMENDS
THAT VALLEY BANK SHAREHOLDERS VOTE "FOR" APPROVAL OF THE PLAN OF REORGANIZATION.
As stated in the previous section "Voting Agreements," Mr. Wilson, Valley Bank's
chairman and chief executive officer, and each of Valley Bank's directors, whose
common stock holdings aggregate 76.5% of Valley Bank's outstanding common stock,
have agreed to vote their shares in favor of the Plan of Reorganization. As a
consequence, assuming that these shares are voted at the Special Meeting of
Shareholders, approval of the Reorganization is assured.

CONVERSION OF VALLEY BANK SHARES

EXCHANGE FORMULA. According to the valuation formula set forth in the Plan
of Reorganization, the total number of shares of West One Common Stock to be
received by each Valley Bank shareholder will not be determined until the
twentieth trading day preceding the Effective Date of the Reorganization. The
number of shares of West One Common Stock to be received by each Valley Bank
shareholder is based upon the actual average trading prices of West One Common
Stock as reported on NASDAQ over the ten consecutive trading days ending on the
twentieth trading day preceding the Effective Date, subject to an overriding
upward and downward limit of $30.48 and $22.52, respectively, on the average
trading price of West One Common Stock. Each holder of shares of Valley Bank
Common Stock will be entitled to receive, in exchange for each share of Valley
Bank Common Stock held of record by such shareholder as of the Effective Date,
that number of shares of West One Common Stock calculated by dividing the
Purchase Price ($11,676,250 plus Certain Accretions) by the Average Closing
Price, and by further dividing the number so reached by the number of shares of
Valley Bank Common Stock that shall be issued and outstanding at the Effective
Date.

On July __, 1994, the closing sale price for West One Common Stock reported
on the NASDAQ National Market System was $_______. Assuming on that date that a
total of 2,044 shares of Valley Bank Common Stock were outstanding, that Certain
Accretions equaled $______ as of June 30, 1994, and that the Average

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<PAGE>

Closing Price was $30.48 (the highest price permitted by the Plan of
Reorganization in those cases where the market price of West One Common Stock
exceeded $30.48), then each share of Valley Bank Common Stock would be
exchangeable for 195.81 shares of West One Common Stock, excluding any shares
for which dissenters' rights were perfected. In view of the method of
calculating the Average Closing Price, it is not possible at the date of this
Proxy Statement/Prospectus to stipulate the rate of exchange at the Effective
Date.

SURRENDER OF CERTIFICATES. As promptly as practicable after the Effective
Date of the Reorganization, West One Bank, Idaho ("West One-Idaho"), the
exchange agent designated by Valley Bank and West One in the Plan of
Reorganization, will send to each shareholder of record of Valley Bank Common
Stock immediately prior to the Reorganization a letter of transmittal and
instructions as to how to effect the exchange of their certificate or
certificates of Valley Bank Common Stock for certificates representing the
shares of West One Common Stock into which their shares have been converted.
VALLEY BANK SHAREHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES UNTIL THEY
RECEIVE SUCH WRITTEN INSTRUCTIONS. However, certificates should be surrendered
promptly after instructions to do so are received.

Any dividends declared on West One Common Stock with a record date after
the Effective Date of the Reorganization will apply to all whole shares of West
One Common Stock into which shares of Valley Bank Common Stock have been
converted in the Reorganization. However, no former Valley Bank shareholder
will be entitled to receive any such dividend until such shareholder's Valley
Bank Common Stock certificates have been surrendered for exchange as provided in
the letter of transmittal (and will receive no interest thereon). Upon such
surrender, the shareholder will be entitled to receive all such dividends
payable on the whole shares of West One Common Stock represented by the
surrendered certificate or certificates (without interest thereon and less the
amount of taxes, if any, which may have in fact been imposed or paid thereon).

PAYMENT FOR FRACTIONAL SHARES. No fractional shares of West One Common
Stock will be issued in connection with the Reorganization. Instead, each
Valley Bank shareholder who surrenders for exchange Valley Bank Common Stock
certificates representing a fraction of a share of West One Common Stock will be
entitled to receive, in addition to a certificate for the whole shares of West
One Common Stock represented by the surrendered certificates, cash in an amount
equal to such fractional part of a share multiplied by the Average Closing Price
of West One Common Stock.

UNEXCHANGED CERTIFICATES. On the Effective Date of the Reorganization, the
stock transfer books of Valley Bank will be closed, and no further transfers of
Valley Bank Common Stock will be permitted or recognized. Certificates for
Valley Bank Common Stock not surrendered for exchange will entitle the holder to
receive, upon surrender as provided in the letter of transmittal, only a
certificate for the whole shares of West One Common Stock represented by such
certificates, plus payment of any amount for a fractional share or dividends to
which such holder is entitled as outlined above, and without any interest
thereon.

ADJUSTMENT OF EXCHANGE FORMULA. The Plan of Reorganization contains
provisions for the proportionate adjustment of the exchange ratio in the event
of a stock dividend, stock split, reclassification or similar event involving
the

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<PAGE>

West One Common Stock or the Valley Bank Common Stock which occurs prior to the
Reorganization. Nevertheless, the Purchase Price is fixed at $11,676,250 plus
Certain Accretions and will not be adjusted. Neither West One nor Valley Bank
anticipates declaring any stock dividend, stock split, or reclassification prior
to the Effective Date.

TAX CONSEQUENCES

The Plan of Reorganization requires as a condition to the Reorganization
that it shall have been determined to the reasonable satisfaction of West One
and Valley Bank that the Reorganization will constitute a tax-free
reorganization within the meaning of Section 368(a)(1)(A) of the Internal
Revenue Code of 1986, as amended (the "Code"). The following summarizes the tax
opinion rendered by Coopers & Lybrand regarding the federal tax consequences of
the Reorganization.

No gain or loss for federal income tax purposes will be recognized by
shareholders of Valley Bank on the exchange of their shares for whole shares of
West One Common Stock. However, gain or loss will be recognized by Valley Bank
shareholders upon the receipt of cash in payment for a fractional share. To
compute the amount, if any, of such gain or loss, the cost or other basis of the
Valley Bank Common Stock exchanged must be allocated proportionately to the
total number of shares of West One Common Stock received, including any
fractional share interest. Gain or loss will be recognized measured by the
difference between the cash received and the basis of the fractional share
interest as so allocated. Under the Code, any such gain or loss will be
entitled to capital gain or loss treatment if the Valley Bank Common Stock was a
capital asset in the hands of the shareholder.

If a Valley Bank shareholder exercises dissenters' rights and receives cash
in exchange for his Valley Bank Common Stock, the cash will generally be treated
as received by the shareholder as a distribution in redemption of the Valley
Bank Common Stock subject to the provisions and limitations of the Code. Cash
received by a dissenting Valley Bank shareholder will be taxed as if the
dissenter's shares had been sold to Valley Bank for the cash received and will
generally be entitled to capital gain or loss treatment under the Code, provided
the shares are a capital asset in the hands of the shareholder. Valley Bank
shareholders should consult with their own tax advisors as to the federal, state
and local tax consequences of exercising dissenters' rights.

If any shares of West One Common Stock received in the Reorganization are
subsequently sold, gain or loss on the sale should be computed by allocating the
cost or other basis of the Valley Bank Common Stock exchanged in the
Reorganization to the shares sold. The holding period for the shares of West
One Common Stock received in the Reorganization will include the holding period
for the shares of Valley Bank Common Stock exchanged in determining, for
example, whether any such gain or loss is a long-term or short-term capital gain
or loss.

The foregoing is intended only as a summary of certain federal income tax
consequences of the Reorganization under existing law and regulations, as
presently interpreted by judicial decisions and administrative rulings, all of
which are subject to change without notice and any such change might be
retroactively applied to the Reorganization. Among other things, neither the
summary nor the tax opinion addresses state income tax consequences, local
taxes, or the federal or state income tax considerations that may affect the
treatment

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<PAGE>

of a shareholder who acquired his Valley Bank Common Stock pursuant to an
employee stock option or other special circumstances. Accordingly, Valley Bank
shareholders must consult their own tax advisors for specific advice concerning
their own tax situations, potential changes in the applicable tax law and all
federal, state and local tax matters in connection with the Reorganization.

A copy of the tax opinion rendered by Coopers & Lybrand as to the material
federal income tax consequences relating to the Reorganization is attached as
Appendix B hereto.

INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION

CONDUCT OF BUSINESS PENDING THE REORGANIZATION

The Plan of Reorganization contains covenants, representations and
warranties by Valley Bank as to matters which are typical in transactions
similar to the Reorganization.

Valley Bank has agreed that it will not, prior to the Effective Date,
without West One's prior written consent: (i) declare or pay cash dividends or
property dividends, with the exception of customary cash dividends to holders of
the common stock of Valley Bank, in a manner at all times consistent with the
past practice of Valley Bank, and not to exceed $37.50 per calendar quarter per
share from the date of the Plan of Reorganization through the Effective Date,
such dividends to be declared and paid, if at all, at three-month intervals
beginning in April, 1994; (ii) declare or distribute any stock dividend,
authorize a stock split, or authorize, issue or make any distribution of its
capital stock or any other securities, or grant any options to acquire such
additional securities; (iii) merge into, consolidate with, or sell its assets to
any other corporation or person, or enter into any other transaction or agree to
effect any other transaction not in the ordinary course of its business except
as explicitly contemplated in the Plan of Reorganization, or engage in any
discussions concerning such a possible transaction except as explicitly
contemplated in the Plan of Reorganization; (iv) convert the charter or form of
entity of Valley Bank from that of a banking corporation chartered by the State
of Washington to any other charter or form of entity; (v) make any direct or
indirect redemption, purchase, or other acquisition of any of its capital stock;
(vi) incur any liability or obligation, make any commitment or disbursement,
acquire or dispose of any property or asset, make any contract or agreement, or
engage in any transaction, except in the ordinary course of its business; (vii)
other than in the ordinary course of business, subject any of its properties or
assets to any lien, claim, charge, option, or encumbrance; (viii) except for
increases in the ordinary course of business in accordance with past practices,
not to exceed 6 percent per annum of the aggregate payroll as of October 1,
1993, increase the rate of compensation of any employee or enter into any
agreement to

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<PAGE>

increase the rate of compensation of any employee; (ix) create or modify any
pension or profit sharing plan, bonus, deferred compensation, death benefit, or
retirement plan, or the level of benefits under any such plan, nor increase or
decrease any severance or termination pay benefit or any other fringe benefit;
nor (x) enter into any employment or personal services contract with any person
or firm, including without limitation any contract, agreement, or arrangement,
except contracts, agreements, or arrangements for legal services entered into
directly to facilitate the transactions contemplated by the Plan of
Reorganization.

Valley Bank has also agreed to carry on its business and manage its assets
and property diligently in the same manner as it has previously done and to use
its best efforts to preserve its business organization. Pending completion of
the Reorganization or termination of the Plan of Reorganization, Valley Bank has
agreed to provide West One with certain information and reports and access to
other information.

CONDITIONS TO THE REORGANIZATION

The obligations of Valley Bank and West One to consummate the
Reorganization are subject to, among other things, the satisfaction of the
following conditions: (i) the shareholders of Valley Bank shall have approved
the Plan of Reorganization; (ii) Valley Bank and West One shall have received
all relevant orders, consents and approvals from all requisite governmental
authorities for the completion of the Reorganization; (iii) there shall be an
absence of certain litigation, as specified in the Plan of Reorganization; (iv)
it shall have been determined to the satisfaction of West One that the
Reorganization will be treated for accounting purposes as a "pooling of
interests" in accordance with APB Opinion No. 16, and West One shall have
received a letter to this effect from Coopers & Lybrand; (v) the registration
statement filed by West One pursuant to the Securities Act in connection with
the registration of the shares of West One Common Stock to be used as
consideration in connection with the Reorganization shall have become effective
under the Securities Act, and West One shall have received all required state
securities laws ("Blue Sky") permits and other required authorizations or
confirmations of the availability of exemption from registration requirements
necessary to issue West One Common Stock in the Reorganization, and neither the
registration statement nor any such required permit, authorization or
confirmation shall be subject to a stop-order or threatened stop-order by the
SEC or any state securities authority; (vi) Valley Bank and West One shall have
determined that the Reorganization shall qualify as a tax free reorganization
under the Code and the regulations and rulings promulgated thereunder; and (vii)
there shall be no adverse legislation or government regulation which would make
the transaction impossible or which would materially and adversely affect the
economic assumptions of the transactions contemplated by the Plan of
Reorganization or the business of West One and Valley Bank or which would
otherwise materially impair the value of Valley Bank to West One.

The obligations of West One to consummate the Reorganization are subject to
satisfaction or waiver of certain additional conditions, including: (i) the
shareholders of Valley Bank shall have authorized the Plan of Reorganization,
and dissenters' rights shall have been exercised and perfected by owners of not
more than 8% of the outstanding shares of Valley Bank Common Stock; (ii) all
representations and warranties made by Valley Bank in the Plan of Reorganization

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<PAGE>

shall be true in all material respects on the Effective Date and Valley Bank
shall have performed in all material respects all its obligations under the Plan
of Reorganization; (iii) Lukins & Annis, P.S., special counsel to Valley Bank,
shall have rendered a legal opinion to West One in form and substance
satisfactory to West One; (iv) litigation counsel to Valley Bank shall have
delivered an opinion to the effect that any litigation to which Valley Bank is a
party would not in the aggregate have a material adverse effect on the financial
condition or results of operations of Valley Bank; (v) Valley Bank shall have
delivered to West One all regulatory authorizations entitling Valley Bank to
operate its branch offices as branch offices; (vi) during the period from
December 31, 1993 to the Effective Date, there shall be no material adverse
change in the financial position or results of operations, properties,
liabilities or businesses of Valley Bank; (vii) on the Effective Date the net
worth of Valley Bank shall not be less than $8,400,000; (viii) on the Effective
Date the aggregate book value of loans on the financial statements of Valley
Bank which are subject to adverse classification as "substandard," "doubtful,"
or "loss" under regulatory policies promulgated by the Federal Financial
Institutions Examination Council ("FFIEC") or its member agencies shall not
exceed $3,000,000, those subject to being listed as "doubtful" or "loss" under
such policies shall not exceed $500,000, and those classified as "nonperforming"
shall not exceed $1,000,000; and (ix) West One shall have received from each
interested person (as set forth in "Interests of Certain Persons in the
Transaction," above) an unrestricted and unconditional release of all claims
such person has or may have against Valley Bank.

The obligations of Valley Bank to consummate the Reorganization are subject
to the satisfaction or waiver of certain additional conditions, including: (i)
all representations and warranties made by West One in the Plan of
Reorganization shall be true in all material respects on the Effective Date and
West One shall have performed in all material respects all its obligations under
the Plan of Reorganization; (ii) receipt of a legal opinion of Metzger, Hollis,
Gordon & Mortimer, special counsel to West One, satisfactory to Valley Bank; and
(iii) during the period from December 31, 1993 to the Effective Date, there
shall be no material adverse change in the financial position or results of
operations, properties, liabilities or business of West One.

REPRESENTATIONS AND WARRANTIES

The representations and warranties of West One, West One-Washington and
Valley Bank contained in the Plan of Reorganization relate, among other things,
to the organization and good standing of West One, West One-Washington and
Valley Bank; the capitalization of West One, West One-Washington and Valley
Bank; the authorization by West One, West One-Washington and Valley Bank of the
Plan of Reorganization and the absence of conflict with laws or other
agreements; the accuracy and completeness of the financial statements and other
information furnished to the other party; the absence of material adverse
changes since December 31, 1993; the absence of undisclosed liabilities; and
compliance with laws and their respective charter documents and bylaws. Valley
Bank has additionally warranted that its reserve for possible loan and lease
losses is not less than 1.5% of the loan and lease portfolio of Valley Bank;
that its reserve for possible loan and lease losses as of December 31, 1993, was
adequate to absorb reasonably anticipated losses in the consolidated loan and
lease portfolios in view of the size and character of such portfolios, current
economic conditions, and other pertinent factors; and that no facts have come to
Valley

- 23 -
<PAGE>

Bank's attention which would cause Valley Bank to restate by more than $50,000
the level of its reserve for possible loan and lease losses.

West One has additionally warranted that there are no facts known to it
which might materially adversely affect its business, assets, liabilities,
financial condition, results of operations or prospects which have not been
disclosed to Valley Bank.

The representations, warranties and covenants of each party contained in
the Plan of Reorganization will survive the consummation of the Reorganization.

AMENDMENT AND WAIVER

Notwithstanding prior approval by the shareholders of Valley Bank, the Plan
of Reorganization may be amended in any respect by written agreement between the
parties, except that after such shareholder approval no amendment may prejudice
the economic interests of the shareholders of Valley Bank. West One or Valley
Bank may also (i) extend the time for performance of any of the obligations of
the other; (ii) waive any inaccuracies in the representations and warranties of
the other; (iii) waive compliance by the other with any of its obligations under
the Plan of Reorganization; and (iv) waive any condition precedent to its
obligations under the Plan of Reorganization other than approval of the Plan of
Reorganization by the shareholders of Valley Bank, governmental regulatory
approvals required to consummate the Reorganization, and securities registration
requirements incident to the issuance of West One Common Stock in the
Reorganization.

AUTHORIZED TERMINATION AND DAMAGES FOR BREACH

The Plan of Reorganization may be terminated and abandoned at any time
prior to the Effective Date, notwithstanding approval of the shareholders of
Valley Bank and without payment of damages by either party except as provided
below, as follows: (i) by either party on or after December 31, 1994, if the
Effective Date has not occurred on or before that date; (ii) by mutual consent
of West One and Valley Bank; (iii) unilaterally, by either party if any of the
representations and warranties of the other party was materially incorrect when
made; or (iv) by either West One or Valley Bank upon written notice given to the
other if the board of directors of either West One or Valley Bank shall have
determined in its sole judgment made in good faith, after due consideration and
consultation with counsel, that the Merger has become inadvisable or
impracticable by reason of the institution of litigation by the federal
government or the government of either the State of Washington or the State of
Idaho to restrain or invalidate the transactions contemplated by this Agreement.

If either party terminates the Plan of Reorganization because any of the
representations and warranties of a party was materially incorrect when made, or
because of a material breach by a party of a covenant made under the Plan of
Reorganization, then such party whose representations and warranties were
materially incorrect or who materially breached its covenant shall be liable to
the other party or parties to the Plan of Reorganization solely to the extent of
the actual, reasonable out-of-pocket expenses, not to exceed $100,000, incurred
by the other party in connection with the negotiation and preparation of the
Plan of Reorganization and the carrying out of the transactions contemplated
thereby.

- 24 -
<PAGE>

DISSENTERS' RIGHTS OF VALLEY BANK SHAREHOLDERS

A holder of shares of Valley Bank Common Stock is entitled to exercise the
rights of a dissenting shareholder under Sections 30.49.030-.090 of the Revised
Code of Washington, as amended, to object to the Plan of Reorganization and make
written demand that West One-Washington, as the surviving corporation in the
merger of Valley Bank into West One-Washington, pay in cash the fair value of
the shares held as determined in accordance with such statutory provisions. The
following summary does not purport to be a complete statement of the provisions
of Washington law and is qualified in its entirety by reference to such
statutory provisions, which are set forth in full as Appendix A to this Proxy
Statement/Prospectus.

Washington law requires that Valley Bank shareholders must follow certain
prescribed procedures in their exercise of the statutory right to dissent in
connection with the Reorganization. THE FAILURE TO FOLLOW SUCH PROCEDURES ON A
TIMELY BASIS, IN THE PRECISE MANNER REQUIRED BY THE APPRAISAL LAWS, MAY RESULT
IN A LOSS OF A SHAREHOLDER'S DISSENTERS' RIGHTS.

To be entitled to compensation as a dissenting shareholder to the
Reorganization, a shareholder must: (i) file written notice of objection to the
proposed Reorganization at or prior to the meeting; or (ii) vote against the
proposed Reorganization at the meeting; and (iii) make a written demand for
compensation, as provided below.

Unless the above procedure is followed, the shareholder will be presumed to
have acquiesced in the approval of the Reorganization and waived his or her
dissenters' rights. If an executed proxy is received but no direction is
indicated as to how such proxy should be voted, the Valley Bank Common Stock
represented by such proxy will be voted in favor of the Reorganization.
Accordingly, the submission of an unmarked proxy, unless revoked prior to its
being voted, will serve to waive the shareholder's dissenters' rights. As noted
above, failure to vote against the Reorganization will not waive a shareholder's
dissenters' rights if the shareholder has filed a written notice of objection
prior to or at the meeting and has not voted in favor of the Reorganization. If
a shareholder abstains from voting on the Reorganization, this will not waive
dissenters' rights so long as the appropriate written notice is properly and
timely filed. Notice of objection filed after the meeting will not be effective
to preserve a shareholder's dissenters' rights. In the event a shareholder
abstains from voting and does not timely file the required notice in order to
perfect dissenters' rights, such shareholder will nonetheless be entitled to the
same consideration as if he or she had voted in favor of the Reorganization.

Dissenting shareholders who have properly perfected their dissenter's
rights must make written demand for payment of the value of their respective
shares to Valley Bank, at any time within thirty days after the date of
shareholder approval, accompanied by the surrender of the appropriate stock
certificates. Mere failure to vote or merely voting against the Reorganization
will not satisfy the requirement for a written demand.

The value of the shares of a dissenting shareholder will be ascertained as
of the day prior to approval of the Plan of Reorganization and not as of the
effective date of the Reorganization. The appraisal will be done by three
appraisers, one selected by the owners of two-thirds of all of the dissenting

- 25 -
<PAGE>

shares, one selected by West One-Washington's Board of Directors, and one chosen
by the two appraisers so chosen. If an appraisal is not completed within ninety
days after the effective date of the Reorganization, the Director will cause an
appraisal to be made which will be final and binding on all parties.

Washington law makes no provision for allocation of the costs of the
appraisal proceedings. Absent any direction it is assumed that the dissenting
shareholders would pay any expenses of the appraiser selected by them, West One
would pay any expenses of the appraiser selected by it, and the dissenting
shareholders and West One would equally share the expenses of the third
appraiser appointed by the other two.

Shareholders considering seeking appraisal by exercising their dissenters'
rights should be aware that the fair value of their Valley Bank Common Stock
determined pursuant to Washington law could be more than, the same as or less
than their pro rata share of the effective Purchase Price that they are entitled
to receive pursuant to the Reorganization Agreement if they do not seek
appraisal of their Valley Bank Common Stock.

VALLEY BANK SHAREHOLDERS WISHING TO EXERCISE DISSENTERS' RIGHTS ARE ADVISED
TO CONSULT THEIR OWN COUNSEL TO ENSURE THAT THEY FULLY AND PROPERLY COMPLY WITH
THE REQUIREMENTS OF WASHINGTON LAW.

RESTRICTIONS ON RESALES BY VALLEY BANK AFFILIATES

The shares of West One Common Stock issuable in the Reorganization have
been registered under the Securities Act, and such shares will generally be
freely tradable by the Valley Bank shareholders who receive West One shares as a
result of the Reorganization. However, this registration does not cover resales
by Valley Bank shareholders who may be deemed to control or be under common
control with Valley Bank or West One and who therefore may be deemed
"affiliates" of Valley Bank or West One as that term is defined in Rule 145
under the Securities Act. Such affiliates are not permitted to sell their
shares of West One Common Stock acquired in the Reorganization except pursuant
to (i) an effective registration statement under the Securities Act covering the
shares to be sold; (ii) the conditions contemplated by Rules 144 and 145 under
the Securities Act; or (iii) another applicable exemption from the registration
requirements of the Securities Act. Management of Valley Bank will notify those
persons who it believes may be such affiliates. Further, management of Valley
Bank will use its best efforts to cause each such "affiliate" of Valley Bank to
deliver to West One not later than thirty days prior to the Effective Date a
written agreement providing that such person will not sell, pledge, transfer or
otherwise dispose of (a) the shares of West One Stock to be received by such
person in the Merger (the "Merger Shares") or any other shares of West One Stock
held by such person during the period commencing thirty days prior to the
Effective Date and ending at such time as financial results covering at least
thirty days of post-Merger combined operations have been published within the
meaning of Section 201.01 of the SEC's Codification of Financial Reporting
Policies or (b) the Merger Shares except in compliance with the applicable
provisions of the 1933 Act and the rules and regulations thereunder.

- 26 -
<PAGE>

EXPENSES

Each party to the Plan of Reorganization will pay its own expenses,
including those of its own counsel, accountants, and tax advisors, incurred in
connection with the Plan of Reorganization. Valley Bank will pay the cost of
printing and delivering this Proxy Statement/Prospectus to its shareholders and
for soliciting proxies for the Special Meeting. West One will pay all costs
attributable to registering its stock issuable pursuant to this Proxy
Statement/Prospectus under federal and state securities laws. The fees of West
One Bank, Idaho, which will act as the exchange agent to effect the exchange of
West One Common Stock certificates and cash in lieu of fractional shares for
Valley Bank Common Stock certificates, will be divided equally between West One
and Valley Bank.

GOVERNMENT APPROVALS

Applications for approval of the Reorganization must be made to, and
approvals and consents must be obtained from, appropriate federal and Washington
regulators, including the FDIC and the Director. Submissions have been made to
each of these regulatory authorities. Federal law prohibits consummation of the
Reorganization until thirty days after the approval of the FDIC has been
obtained. There can be no assurance that the Washington or FDIC approvals will
be granted, and if they are granted, there can be no assurance as to the dates
of such approvals. Management of West One and Valley Bank are not presently
aware of any reasonable basis for regulatory disapproval of the Reorganization.

EFFECTIVE DATE OF THE REORGANIZATION

It is presently anticipated that if the Plan of Reorganization is approved
by the shareholders of Valley Bank, the Reorganization will become effective
during the third quarter of 1994. However, as noted above, consummation of the
Reorganization is subject to the satisfaction of a number of conditions, some of
which cannot be waived. There can be no assurance that all conditions to the
Reorganization will be satisfied or, if satisfied, that they will be satisfied
in time to permit the Reorganization to become effective during the third
quarter of 1994. In addition, as also noted above, West One and Valley Bank
retain the power to abandon the Reorganization or to extend the time for
performance of conditions or obligations necessary to its consummation,
notwithstanding prior shareholder approval.

- 27 -

<PAGE>

PRO FORMA COMBINED FINANCIAL INFORMATION

INFORMATION CONCERNING THE
PRO FORMA COMBINED FINANCIAL DATA

The Reorganization will be accounted for under the pooling of interests
method of accounting, which views the Reorganization as a uniting of the
separate ownership interests through an exchange of shares. As such, the pro
forma financial information represents the combined historical financial data of
West One and Valley Bank, subject only to certain adjustments described in the
notes to the data presented.

The pro forma financial information is unaudited and is not necessarily
indicative of the financial condition or the results of operations of West One
as they would have been had the Reorganization been effective during the periods
presented, or as they may be in the future. The pro forma financial information
should be read in conjunction with the historical financial statements of West
One and Valley Bank, including the notes thereto, incorporated by reference or
presented herein. See "Information Concerning West One--West One Documents
Incorporated by Reference" and "Information Concerning Valley Bank--Financial
Information."

SELECTED FINANCIAL DATA

The following table sets forth in summary form certain financial data for
West One and Valley Bank on a pro forma combined basis for the five years ended
December 31, 1993 and the three months ended March 31, 1994 and 1993, and is
qualified in its entirety by the detailed information and financial statements
provided in this Proxy Statement/Prospectus and incorporated herein by
reference.

- 28 -
<PAGE>

SELECTED FINANCIAL DATA
WEST ONE BANCORP AND VALLEY COMMERCIAL BANK PRO FORMA COMBINED
<TABLE>
<CAPTION>

For the three months
ended March 31, Year ended December 31,
------------------------ ------------------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF INCOME
(DOLLARS IN THOUSANDS)
Interest income $ 126,887 $ 120,401 $ 501,051 $ 437,686 $ 451,665 $ 447,857 $ 425,564
Interest expense 45,834 49,896 194,835 196,689 252,057 270,160 267,949
--------- --------- --------- --------- --------- --------- ---------
Net interest income 81,053 70,505 306,216 240,997 199,608 177,697 157,615
Provision for credit losses 3,989 3,122 13,503 14,428 29,800 11,778 7,566

--------- --------- --------- --------- --------- --------- ---------
Net interest income after
provision for credit
losses 77,064 67,383 292,713 226,569 169,808 165,919 150,049
--------- --------- --------- --------- --------- --------- ---------
Other income 26,523 23,244 102,428 82,221 70,929 62,267 52,399
Securities gains (losses) (158) (8) 495 1,691 2,156 24 858
--------- --------- --------- --------- --------- --------- ---------
Total noninterest income 26,365 23,236 102,923 83,912 73,085 62,291 53,257
--------- --------- --------- --------- --------- --------- ---------
Salaries and employee
benefits 34,222 31,559 129,621 104,755 91,200 82,875 79,374
Other expense 36,624 32,888 144,286 113,177 93,341 81,465 74,833
--------- --------- --------- --------- --------- --------- ---------
Total noninterest expense 70,846 64,447 273,907 217,932 184,541 164,340 154,207
--------- --------- --------- --------- --------- --------- ---------
Income before taxes 32,583 26,172 121,729 92,549 58,352 63,870 49,099
Provision for income taxes 9,488 7,786 37,779 28,305 16,497 18,925 13,577
--------- --------- --------- --------- --------- --------- ---------
Net income $ 23,095 $ 18,386 $ 83,950 $ 64,244 $ 41,855 $ 44,945 $ 35,522
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------

PER SHARE DATA (A)
Primary earnings per share $ .65 $ .55 $ 2.49 $ 2.09 $ 1.47 $ 1.60 $ 1.27
Fully diluted earnings per
share .62 .53 2.37 1.99 1.44 1.60 1.26
Book value at end of period 18.32 15.77 17.99 15.19 13.14 12.13 10.94
Cash dividends declared .18 -- .49 .67 .48 .44 .41
Cash dividends paid .18 .13 .59 .51 .47 .44 .40

BALANCE SHEET DATA AT PERIOD END
(DOLLARS IN THOUSANDS)
Assets $7,876,153 $7,128,513 $7,734,984 $7,192,483 $5,469,812 $4,993,922 $4,802,279
Deposits 6,133,037 5,580,313 5,991,660 5,686,883 4,089,511 3,900,742 3,632,622
Loans 5,453,738 4,614,016 5,377,877 4,554,603 3,518,210 3,312,515 2,953,548
Allowance for credit losses 77,922 71,380 75,640 68,874 53,494 48,244 49,941
Long-term debt 115,112 117,208 116,460 117,649 111,881 72,614 71,863
Shareholders' equity 647,927 516,968 631,909 497,575 374,041 339,131 304,316
Shares outstanding (a) 35,367,729 32,789,337 35,118,960 32,751,389 28,462,633 27,967,901 27,825,817

SELECTED FINANCIAL RATIOS
Return on average assets 1.22% 1.07% 1.14% 1.09% .80% .94% .79%
Return on average
shareholders' equity 14.82 14.73 15.51 14.87 11.77 14.10 12.29
Average shareholders equity
to average total assets 8.21 7.23 7.34 7.32 6.82 6.67 6.46
Dividend payout (b) 27.25 -- 19.76 32.84 32.11 26.10 31.38

<FN>
(a) Amounts have been restated for the two-for-one stock split paid August 13,
1993.
(b) Common dividends declared divided by net income.
</TABLE>

- 29 -
<PAGE>

PRO FORMA COMBINED CONDENSED BALANCE SHEET
MARCH 31, 1994
(UNAUDITED)

The following unaudited pro forma combined condensed balance sheet combines
the historical unaudited consolidated condensed balance sheets of West One and
Valley Bank as of March 31, 1994, with certain pro forma adjustments resulting
from the anticipated accounting for this transaction as a pooling of interests.
These balance sheets should be read in conjunction with the historical financial
statements of West One and Valley Bank, including the notes thereto; the notes
to this pro forma combined condensed balance sheet; and the pro forma combined
condensed statements of income, including the notes thereto.

- 30 -
<PAGE>

AS REPORTED AND PRO FORMA CONDENSED BALANCE SHEETS

AS OF MARCH 31, 1994

AS REPORTED
---------------------------
(DOLLARS IN THOUSANDS) VALLEY PRO FORMA
WEST ONE BANK COMBINED(1)
---------- -------- -----------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 452,096 $ 3,377 $ 455,473
Due from banks - interest bearing 3,000 99 3,099
Other short-term investments 133,152 7,750 140,902
Securities 1,569,582 26,486 1,596,068
---------- ------- ----------

Loans 5,430,656 23,082 5,453,738
Allowance for credit losses (77,204) (718) (77,922)
---------- ------- ----------
Net loans 5,353,452 22,364 5,375,816
---------- ------- ----------

Premises and equipment 122,692 855 123,547
Interest receivable 53,352 598 53,950
Other assets 126,488 810 127,298
---------- ------- ----------
Total assets $7,813,814 $62,339 $7,876,153
---------- ------- ----------
---------- ------- ----------

LIABILITIES AND SHAREHOLDERS'
EQUITY
Deposits $6,079,574 $53,463 $6,133,037
Short-term borrowings 869,066 -- 869,066
Long-term debt 115,112 -- 115,112
Other liabilities 110,658 353 111,011
---------- ------- ----------
Total liabilities 7,174,410 53,816 7,228,226
---------- ------- ----------

Shareholders' equity 639,404 8,523 647,927
---------- ------- ----------
Total liabilities and
shareholders' equity $7,813,814 $62,339 $7,876,153
---------- ------- ----------
---------- ------- ----------
</TABLE>

See Notes to Pro Forma Condensed Financial Statements on page 38.

- 31 -
<PAGE>

PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)

The Reorganization will be accounted for as a pooling of interests.
Accordingly, the following unaudited pro forma combined condensed statements of
income result from the combination of the historical consolidated condensed
statements of income of West One and Valley Bank for each period presented.
These statements should be read in conjunction with the historical financial
statements of West One and Valley Bank, including the notes thereto; the notes
to these pro forma combined condensed statements of income; and the pro forma
combined condensed balance sheet, including the notes thereto. The pro forma
combined results are not necessarily indicative of the results that would have
been obtained had the Reorganization been effective during the periods presented
or of the combined results of future operations.

- 32 -

<PAGE>

AS REPORTED AND PRO FORMA STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 1994

AS REPORTED
---------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA VALLEY PRO FORMA
AND SHARES OUTSTANDING) WEST ONE BANK COMBINED(1)
-------- ------ -----------
<S> <C> <C> <C>
Interest income
Loans $105,543 $524 $106,067
Investments 20,443 377 20,820
-------- ---- --------
Total interest income 125,986 901 126,887
-------- ---- --------

Interest expense
Deposits 37,862 350 38,212
Short-term borrowings 5,861 -- 5,861
Long-term debt 1,761 -- 1,761
-------- ---- --------
Total interest expense 45,484 350 45,834
-------- ---- --------
Net interest income 80,502 551 81,053
Provision for credit losses 3,989 -- 3,989
-------- ---- --------
Net interest income after
provision for credit losses 76,513 551 77,064

Noninterest income 26,280 85 26,365

Noninterest expense 70,473 373 70,846
-------- ---- --------

Income before taxes 32,320 263 32,583
Provision for income taxes 9,405 83 9,488
-------- ---- --------
Net income $ 22,915 $180 $ 23,095
-------- ---- --------
-------- ---- --------

Primary earnings per share $.65 $88.08 $.65
Fully diluted earnings per share .62 88.08 .62
Average shares and common stock
equivalents:
Primary 35,373,014 2,044 35,773,243
Fully diluted 38,061,869 2,044 38,462,098
Dividends declared per share $.18 -- $.18

</TABLE>

See Notes to Pro Forma Condensed Financial Statements on page 38.

- 33 -
<PAGE>

AS REPORTED AND PRO FORMA CONDENSED STATEMENTS OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1993

AS REPORTED
---------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA VALLEY PRO FORMA
AND SHARES OUTSTANDING) WEST ONE BANK COMBINED(1)
-------- ------ -----------
<S> <C> <C> <C>
Interest income
Loans $402,550 $2,203 $404,753
Investments 94,775 1,523 96,298
-------- ------ --------
Total interest income 497,325 3,726 501,051
-------- ------ --------

Interest expense
Deposits 160,076 1,400 161,476
Short-term borrowings 25,135 -- 25,135
Long-term debt 8,224 -- 8,224
-------- ------ --------
Total interest expense 193,435 1,400 194,835
-------- ------ --------
Net interest income 303,890 2,326 306,216
Provision for credit losses 13,383 120 13,503
-------- ------ --------
Net interest income after
provision for credit losses 290,507 2,206 292,713

Noninterest income 102,509 414 102,923

Noninterest expense 272,438 1,469 273,907
-------- ------ --------

Income before taxes 120,578 1,151 121,729
Provision for income taxes 37,391 388 37,779
-------- ------ --------
Net income $ 83,187 $ 763 $ 83,950
-------- ------ --------
-------- ------ --------

Primary earnings per share $2.50 $373.29 $2.49
Fully diluted earnings per share 2.38 373.29 2.37
Average shares and common stock
equivalents:
Primary 33,291,982 2,044 33,692,211
Fully diluted 35,996,282 2,044 36,396,511
Dividends declared per share $.49 $83.00 $.49

</TABLE>

See Notes to Pro Forma Condensed Financial Statements on page 38.

- 34 -
<PAGE>

AS REPORTED AND PRO FORMA CONDENSED STATEMENTS OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1992

AS REPORTED
---------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA VALLEY PRO FORMA
AND SHARES OUTSTANDING) WEST ONE BANK COMBINED(1)
-------- ------ -----------
<S> <C> <C> <C>
Interest income
Loans $338,290 $2,254 $340,544
Investments 95,498 1,644 97,142
-------- ------ --------
Total interest income 433,788 3,898 437,686
-------- ------ --------

Interest expense
Deposits 160,138 1,599 161,737
Short-term borrowings 24,906 -- 24,906
Long-term debt 10,046 -- 10,046
-------- ------ --------
Total interest expense 195,090 1,599 196,689
-------- ------ --------
Net interest income 238,698 2,299 240,997
Provision for credit losses 14,308 120 14,428
-------- ------ --------
Net interest income after
provision for credit losses 224,390 2,179 226,569

Noninterest income 83,461 451 83,912

Noninterest expense 216,524 1,408 217,932
-------- ------ --------

Income before taxes 91,327 1,222 92,549
Provision for income taxes 27,955 350 28,305
-------- ------ --------
Net income $ 63,372 $ 872 $ 64,244
-------- ------ --------
-------- ------ --------

Primary earnings per share $2.09 $426.52 $2.09
Fully diluted earnings per share 1.98 426.52 1.99
Average shares and common stock
equivalents:
Primary 30,343,396 2,044 30,743,625
Fully diluted 33,126,274 2,044 33,526,503
Dividends declared per share $.675 $56.00 $.67

</TABLE>

See Notes to Pro Forma Condensed Financial Statements on page 38.

- 35 -
<PAGE>

AS REPORTED AND PRO FORMA CONDENSED STATEMENTS OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1991

AS REPORTED
---------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA VALLEY PRO FORMA
AND SHARES OUTSTANDING) WEST ONE BANK COMBINED(1)
-------- ------ -----------
<S> <C> <C> <C>
Interest income
Loans $347,563 $2,385 $349,948
Investments 99,989 1,728 101,717
-------- ------ --------
Total interest income 447,552 4,113 451,665
-------- ------ --------

Interest expense
Deposits 200,530 2,077 202,607
Short-term borrowings 41,474 -- 41,474
Long-term debt 7,976 -- 7,976
-------- ------ --------
Total interest expense 249,980 2,077 252,057
-------- ------ --------
Net interest income 197,572 2,036 199,608
Provision for credit losses 29,680 120 29,800
-------- ------ --------
Net interest income after
provision for credit losses 167,892 1,916 169,808

Noninterest income 72,704 381 73,085

Noninterest expense 183,136 1,405 184,541
-------- ------ --------

Income before taxes 57,460 892 58,352
Provision for income taxes 16,261 236 16,497
-------- ------ --------
Net income $ 41,199 $ 656 $ 41,855
-------- ------ --------

Primary earnings per share $1.47 $321.14 $1.47
Fully diluted earnings per share 1.44 321.14 1.44
Average shares and common stock
equivalents:
Primary 28,116,098 2,044 28,516,327
Fully diluted 29,479,062 2,044 29,879,291
Dividends declared per share $.48 $50.00 $.48

</TABLE>

See Notes to Pro Forma Condensed Financial Statement on page 38.

- 36 -
<PAGE>

NOTES TO PRO FORMA CONDENSED FIANCIAL STATEMENTS

(1) Pro forma per share data and average number of common shares are based
on the assumption that 2,044 shares of Valley Bank Common Stock are exchanged
for 400,229 shares of West One Common Stock, based upon a purchase price of
$12,199 and a closing price of West One Common Stock of $30.48 per share.

- 37 -

<PAGE>

SUPERVISION AND REGULATION

The information contained in this section summarizes portions of the
applicable laws and regulations relating to the supervision and regulation of
West One and its subsidiaries. These summaries do not purport to be complete,
and they are qualified in their entirety by reference to the particular statutes
and regulations described.

WEST ONE

GENERAL REGULATORY AND SUPERVISORY SCHEME FOR BANK HOLDING COMPANIES. West
One is a bank holding company within the meaning of the Bank Holding Company Act
and is registered as such with the Federal Reserve Board. Under the current
terms of that Act, West One's activities, and those of companies which it
controls or in which it holds more than 5% of the voting stock, are limited to
banking or managing or controlling banks or furnishing services to or performing
services for its subsidiaries, or any other activity which the Federal Reserve
Board determines to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. Among the permitted activities is the
ownership of shares of any company the activities of which the Federal Reserve
Board determines to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. In making such determinations, the
Federal Reserve Board is required to consider whether the performance of such
activities by a bank holding company or its subsidiaries can reasonably be
expected to produce benefits to the public such as greater convenience,
increased competition or gains in efficiency that outweigh possible adverse
effects, such as undue concentration of resources, decreased or unfair
competition, conflicts of interest or unsound banking practices. The Federal
Reserve Board has adopted regulations (Regulation Y, as amended) that specify
various activities as being so closely related to banking or managing or
controlling banks as to be a proper incident thereto. The exact nature and
scope of such activities has been the subject of intense national debate, and
thus, they may change and become more broad as they evolve over time.

Bank holding companies, such as West One, are required to obtain prior
approval of the Federal Reserve Board to engage in any new activity or to
acquire more than 5% of any class of voting stock of any company. Generally, no
application to acquire shares of a bank located outside the state in which the
operations of the applicant's banking subsidiaries were principally conducted on
the date it became subject to the Act may be approved by the Federal Reserve
Board unless such acquisition is specifically authorized by the laws of the
state in which the bank whose shares are to be acquired is located. Various
proposals are currently pending in the U.S. Congress to ease or eliminate these
limitations. It is not possible to predict at the present time whether any of
these proposals will become law. In the meantime, most states have specifically
authorized the acquisition of banks located in those states by out-of-state
companies, in many cases subject to various restrictions. (See "SUPERVISION AND
REGULATION - Interestate Banking.")

A significant expansion of the scope of such activities occurred in 1989
when Congress enacted the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 ("FIRREA"). FIRREA expanded the authority of bank
holding companies to acquire savings associations, subject to approval by the

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<PAGE>

Federal Reserve Board. In accordance with FIRREA, bank holding companies may
acquire healthy as well as failed or failing savings associations in any state,
without regard to whether the bank holding company can operate a bank in that
state. In connection with this authorization, the Federal Reserve Board has
been instructed not to impose so-called "tandem operating restrictions" which
might otherwise limit the joint marketing or joint operations of affiliated
banks and thrifts beyond those restrictions otherwise embodied in law. FIRREA
also relieves bank holding companies that own savings associations of certain
duplicative or intrusive savings and loan holding company regulations and, in
some instances, allows savings associations that have been acquired by bank
holding companies to merge into affiliated banks or become banks themselves.

The Federal Reserve Board is authorized to adopt regulations affecting
various aspects of bank holding companies. Pursuant to the general supervisory
authority of the Bank Holding Company Act and directives set forth in the
International Lending Supervision Act of 1983, the Federal Reserve Board has
adopted capital adequacy guidelines prescribing both risk-based capital and
leverage ratios.

REGULATORY CAPITAL REQUIREMENTS

RISK-BASED CAPITAL GUIDELINES. The Federal Reserve Board established risk-
based capital guidelines for bank holding companies effective March 15, 1989.
The guidelines define Tier 1 Capital and Total Capital. Tier 1 Capital consists
of common and qualifying preferred shareholders' equity and minority interests
in equity accounts of consolidated subsidiaries, less goodwill and 50% (and in
some cases up to 100%) of investment in unconsolidated subsidiaries. Total
Capital consists of Tier 1 Capital plus qualifying mandatory convertible debt,
perpetual debt, certain hybrid capital instruments, certain preferred stock not
qualifying as Tier 1 Capital, subordinated and other qualifying term debt up to
specified limits, and a portion of the allowance for credit losses, less
investments in unconsolidated subsidiaries and in other designated subsidiaries
or other associated companies at the discretion of the Federal Reserve Board,
certain intangible assets, a portion of limited-life capital instruments
approaching maturity and reciprocal holdings of banking organizations' capital
instruments. The Tier 1 component must constitute at least 50% of qualifying
Total Capital. Risk-based capital ratios are calculated with reference to risk-
weighted assets, which include both on-balance sheet and off-balance sheet
exposures. The risk-based capital framework contains four risk weight
categories for bank holding company assets -- 0%, 20%, 50% and 100%. Zero
percent risk-weighted assets include, INTER ALIA, cash and balances due from
Federal Reserve Banks and obligations unconditionally guaranteed by the U.S.
government or its agencies. Twenty percent risk-weighted assets include, INTER
ALIA, claims on U.S. Banks and obligations guaranteed by U.S. government
sponsored agencies as well as general obligations of states or other political
subdivisions of the United States. Fifty percent risk-weighted assets include,
INTER ALIA, loans fully secured by first liens on one-to-four family residential
properties, subject to certain conditions. All assets not included in the
foregoing categories are assigned to the 100% risk-weighted category, including
loans to commercial and other borrowers. As of year-end 1992, the minimum
required ratio for qualifying Total Capital became 8%, of which at least 4% must
consist of Tier 1 Capital. At March 31, 1994, West One's Tier 1 and Total
Capital ratios were 9.85% and 12.13%, respectively.

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<PAGE>

The current risk-based capital ratio analysis establishes minimum
supervisory guidelines and standards. It does not evaluate all factors
affecting an organization's financial condition. Factors which are not
evaluated include (i) overall interest rate exposure; (ii) liquidity, funding
and market risks; (iii) quality and level of earnings; (iv) investment or loan
portfolio concentrations; (v) quality of loans and investments; (vi) the
effectiveness of loan and investment policies; and (vii) management's overall
ability to monitor and control other financial and operating risks. The capital
adequacy assessment of federal bank regulators will, however, continue to
include analyses of the foregoing considerations and in particular, the level
and severity of problem and classified assets.

The following table presents West One's regulatory capital position at
March 31, 1994 under the risk-based capital guidelines and as adjusted to give
effect to the offering of its stock in the Reorganization.

RISK-BASED CAPITAL

West One Pro Forma Combined
------------------------- ------------------------
(Dollars in thousands)

Percent Percent
of Risk- of Risk-
Adjusted Adjusted
Amount Assets Amount Assets
---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Tier 1 Capital . . . . . . . . . . $ 598,187 9.85% $ 606,667 9.91%
Minimum Requirement. . . . . . . . 242,938 4.00 244,901 4.00
---------- ------ ---------- ------
Excess . . . . . . . . . . . . . $ 355,249 5.85% $ 361,766 5.91%
---------- ------ ---------- ------
---------- ------ ---------- ------

Total Capital. . . . . . . . . . . $ 736,736 12.13% $ 745,831 12.18%
Minimum Requirement. . . . . . . . 485,876 8.00 489,801 8.00
---------- ------ ---------- ------
Excess . . . . . . . . . . . . . $ 250,860 4.13% $ 256,030 4.18%
---------- ------ ---------- ------
---------- ------ ---------- ------

Risk-Adjusted Assets,
Net of Goodwill and
Excess Allowance . . . . . . . . $6,073,450 100.00% $6,122,518 100.00%
---------- ------ ---------- ------
---------- ------ ---------- ------
</TABLE>

MINIMUM LEVERAGE RATIO. The Federal Reserve Board has adopted capital
standards and leverage capital guidelines that include a minimum leverage ratio
of 3% Tier 1 Capital to total assets (the "leverage ratio"). The leverage ratio
is used in tandem with the final risk-based ratio of 8% that took effect at the
end of 1992.

The Federal Reserve Board has emphasized that the leverage ratio
constitutes a minimum requirement for well-run banking organizations having
well-diversified risk, including no undue interest rate exposure, excellent
asset quality, high liquidity, good earnings, and a composite rating of 1 under
the Interagency Bank Rating System. Banking organizations experiencing or
anticipating significant growth, as well as those organizations which do not
exhibit the characteristics of a strong, well-run banking organization described
above, will be required to maintain strong capital positions substantially above
the minimum supervisory levels without significant reliance on intangible
assets. Furthermore, the Federal Reserve Board has indicated that it will
consider a

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<PAGE>

"tangible Tier I Capital Leverage Ratio" (deducting all intangibles) and other
indices of capital strength in evaluating proposals for expansion or new
activities.

The following table presents West One's leverage ratio at March 31, 1994,
as adjusted to give effect to the offering of its common stock made hereby. A
leverage ratio of 3% will be the minimum required for the most highly rated
banking organizations, and according to the Federal Reserve Board, other banking
organizations would be expected to maintain capital at higher levels.

West One Pro Forma Combined
------------------------- ---------------------------
(Dollars in thousands)

Percent Percent
of Average of Average
Assets, Net Assets, Net
Amount of Good Will Amount of Good Will
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Tier 1 Capital $ 598,187 7.87% $ 606,667 7.92%
Minimum Requirement 228,067 3.00 229,940 3.00
---------- ------ ---------- ------
Excess $ 370,120 4.87% $ 376,727 4.92%
---------- ------ ---------- ------
---------- ------ ---------- ------
Average Assets, Net of Goodwill $7,602,241 100.00% $7,664,661 100.00%
---------- ------ ---------- ------
---------- ------ ---------- ------
</TABLE>

OTHER ISSUES AND DEVELOPMENTS RELATING TO REGULATORY CAPITAL. Pursuant to
such authority and directives set forth in the International Lending Supervision
Act of 1983, the Comptroller, the FDIC and the Federal Reserve Board have issued
regulations establishing the capital requirements for banks under federal law.
The regulations, which apply to West One's banking subsidiaries, establish
minimum risk-based and leverage ratios which are substantially similar to those
applicable to West One. As of March 31, 1994, the risk-based and leverage
ratios of each of West One's banking subsidiaries exceeded the minimum
requirements.

On December 19, 1991, the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA") was signed into law. FDICIA subjects banks to
significantly increased regulation and supervision. Among other things, FDICIA
requires federal bank regulatory authorities to revise their risk-based capital
guidelines to ensure that those standards take account of interest rate risk,
concentrations of credit and the risk of non-traditional activities, as well as
reflect the actual performance and risk of multifamily mortgages. On September
14, 1993, the federal banking agencies published in the FEDERAL REGISTER a
proposed measure of interest rate risk exposure which measures such exposure as
the effect that a specified change in market interest rates would have on the
net economic value of banks. Under this proposal, banks (excluding certain "low
risk" institutions as defined therein) would calculate and report estimated
changes in their net economic value resulting from the effect of specified
changes in market interest rates on their assets, liabilities and off-balance
sheet positions, utilizing either a supervisory model or approved internal
models. The proposal sets forth two alternative methods for utilizing such
results in assessing institutions' capital adequacy for interest rate risk
exposure. One method would require

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<PAGE>

institutions to hold capital equal to the dollar decline in their net economic
value exceeding a supervisory threshold of one percent of total assets; the
other method provides for an agency assessment of institutions' capital needs
for interest rate risk in light of both the level of measured interest rate risk
exposure and qualitative factors. However, the proposal is still under
consideration. The federal banking agencies have also proposed revisions to
their risk-based capital rules to ensure that risks arising from concentrations
of credit and nontraditional activities are taken into account when assessing an
institution's capital adequacy. The proposal explicitly authorizes the federal
banking agencies to take account of such risks in assessing the capital adequacy
of an institution rather than imposing explicit capital requirements with
respect to such risks. Because the final terms of the regulators'
implementation of these requirements of FDICIA are not yet known, West One
cannot predict the effect the inclusion of these risk factors in the risk-based
capital rules of the federal banking agencies will have upon its capital
requirements or those of its subsidiaries.

In 1993, the Federal Financial Institutions Examination Council (the
"FFIEC") required bank holding companies and their depository institution
subsidiaries to adopt as of January 1, 1994, or the beginning of their fiscal
year if thereafter, Financial Accounting Standards Number 115, ACCOUNTING FOR
CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, ("FAS 115") which requires,
INTER ALIA, the reporting of unrealized gains and losses on "available-for-sale"
securities (i.e., debt securities, and equity securities having readily
determined fair values, which the holder neither has the positive intent or
ability to hold to maturity nor buys or holds principally for the purpose of
selling in the near term) as a separate component of shareholders' equity until
realized. West One is currently assessing the consequences of the adoption of
FAS 115 to its operations, earnings and capital position and to the operations,
earnings and capital portions of its subsidiaries. On December 28, 1993, the
Federal Reserve Board, with respect to bank holding companies and state banks
which are members of the Federal Reserve System, and on December 29, 1993, the
FDIC, with respect to state-chartered banks which are not members of the Federal
Reserve System, published in the FEDERAL REGISTER, proposed amendments to their
respective capital regulations to include net unrealized holding gains and
losses on securities available-for-sale in Tier 1 capital for the purposes of
calculating risk-based capital and leverage ratios. Because the Federal Reserve
Board and FDIC have not yet adopted final rules incorporating the proposed
amendment, West One cannot predict the effect of their adoption upon its
operations, earnings or capital position or upon the operations, earnings or
capital positions of its depository institution subsidiaries.

The FFIEC has announced that bank holding companies and their depository
institution subsidiaries will be required, for fiscal years beginning after
December 15, 1994, to adopt Financial Accounting Standards Number 114,
ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN ("FAS 114"), which addresses
accounting by creditors for certain impaired loans, both collateralized and
uncollateralized, and for all loans restructured in a troubled debt
restructuring involving a modification of terms of such debt. The rule does not
apply to large groups of smaller-balance homogeneous loans that are collectively
evaluated for impairment, loans that are measured at fair value or the lower of
cost or fair value, leases and debt securities defined in FAS 115. FAS 114
requires that loans to which it applies be measured based on the present value
of expected future cash flows discounted at the loans' effective interest rate
(defined as

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<PAGE>

the original contractual rate of interest adjusted for any deferred loan fees or
costs, premium or discount existing at the inception or acquisition of the
loan), or at the loans' observable market price or the fair value of the
collateral if the loan is collateral dependent. If the measure of the impaired
loan is less than the creditor's recorded investment in the loan (including
accrued interest, net deferred loan fees or costs, and unamortized premium or
discount) a creditor is required to recognize the impairment by creating a
valuation allowance with a corresponding charge to bad-debt expense by adjusting
an existing valuation allowance for the impaired loan with a corresponding
charge or credit to bad debt expense. FAS 114 establishes ongoing disclosure
requirements as to investments in impaired loans, allowances for credit losses
related thereto and income recognition policy by creditors. The FFIEC and
federal banking agencies are currently considering the consistency of certain
requirements of FAS 114 with current regulatory accounting standards and the
extent to which the manner of adoption of FAS 114 by banking companies may be
affected by continued adherence to existing requirements. West One is presently
assessing the consequences of the adoption of FAS 114 to its operations,
earnings and capital position and the operations, earnings and capital position
of its subsidiaries. The Financial Accounting Standards Board has recently
proposed amendments to FAS 114 to eliminate certain income recognition
requirements and to require certain disclosures regarding income recognition on
impaired loans. West One cannot, at this time, predict the outcome of
proceedings to amend FAS 114 and therefore cannot predict the effect of such
amendments upon its operations, income or capital position or upon the
operations, income or capital position of its subsidiaries.

On May 25, 1994, the federal banking agencies published in the FEDERAL
REGISTER proposed amendments to their respective risk-based capital regulations,
to address the regulatory capital treatment of recourse arrangements (by which
any risk of loss associated with an asset a banking organization has transferred
exceeds the institution's PRO RATA share of the asset) and direct credit
substitutes (by which a banking organization assumes any risk of loss associated
with an asset or other claim exceeding the organization's PRO RATA share of the
asset or other claim) that expose depository institutions and their holding
companies to credit risk. The proposal would require banking organizations to
maintain higher amounts of capital against recourse arrangements and certain
direct credit substitutes (e.g., purchased servicing rights that provide loss
protection to the owner of loans serviced, purchased subordinated interests that
absorb the first dollars of loss from the underlying assets and financial
standby letters of credit which absorb the fist dollars of loss from such
assets). However, the proposal would also permit banking organizations to
maintain lower amounts of capital against "low-level recourse" transactions
(E.G., recourse transactions in which a banking organization contractually
limits its exposure to less than the full risk-based capital requirement for the
assets transferred). In conjunction with the publication of this proposed rule,
the federal banking regulators also published an advance notice of proposed
rule-making with respect to a preliminary proposal under which risk-based
capital requirements would be assessed for asset securitizations involving
recourse or direct credit substitutes, based upon relative exposure to risk of
loss from the underlying assets. In the case of rated securitization
transactions, such risk of loss would be evaluated on the basis of credit
ratings from nationally recognized statistical rating organizations. Because
the federal banking regulators have not yet adopted final rules incorporating
the proposed amendments, West One cannot predict the effect of their adoption
upon its operations, earnings or

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<PAGE>

capital position or upon its operations, earnings or capital position of its
bank subsidiaries.

FDICIA amended Section 38 of the Federal Deposit Insurance Act ("FDIA") to
require the federal banking regulators to take "prompt corrective action" in
respect of banks that do not meet minimum capital requirements and imposes
certain restrictions upon banks which meet minimum capital requirements but are
not "well capitalized" for purposes of FDICIA. FDICIA establishes five capital
tiers: "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized."
Implementing regulations adopted by the federal banking agencies in September
1992 and effective on December 19, 1992 define the capital categories for banks
which will determine the necessity for prompt corrective action by the federal
banking agencies. A bank may be placed in a capitalization category that is
lower than is indicated by its capital position if it receives an unsatisfactory
examination rating with respect to certain matters.

Failure to meet capital guidelines could subject a bank to a variety of
restrictions and enforcement remedies. Under FDICIA, all insured banks are
generally prohibited from making any capital distributions and from paying
management fees to persons having control of the bank where such payments would
cause the bank to be undercapitalized. Holding companies of significantly
undercapitalized, critically undercapitalized and certain undercapitalized banks
may be required to obtain the approval of the Federal Reserve Board before
paying capital distributions to their shareholders. Moreover, a bank that is
not well capitalized is generally subject to various restrictions on "pass
through" insurance coverage for certain of its accounts and is generally
prohibited from accepting brokered deposits and offering interest rates on any
deposits significantly higher than the prevailing rate in its normal market area
or nationally (depending upon where the deposits are solicited). Such banks and
their holding companies are also required to obtain regulatory approval prior to
their retention of senior executive officers. Banks which are classified
undercapitalized, significantly undercapitalized or critically undercapitalized
are required to submit capital restoration plans satisfactory to their federal
banking regulator and guaranteed within stated limits by companies having
control of such banks (I.E., to the extent of the lesser of five percent of the
institution's total assets at the time it became undercapitalized or the amount
necessary to bring the institution into compliance with all applicable capital
standards as of the time the institution fails to comply with its capital
restoration plan, until the institution is adequately capitalized on average
during each of four consecutive calendar quarters), and are subject to
regulatory monitoring and various restrictions on their operations and
activities, including those upon asset growth, acquisitions, branching and entry
into new lines of business and may be required to divest themselves of or
liquidate subsidiaries under certain circumstances. Holding companies of such
institutions may be required to divest themselves of such institutions or divest
themselves of or liquidate nondepository affiliates under certain circumstances.
Critically undercapitalized institutions are also prohibited from making
payments of principal and interest on debt subordinated to the claims of general
creditors and are generally subject to the mandatory appointment of a
conservator or receiver. In connection with an institutional failure or FDIC
rescue of a financial institution, FIRREA grants to the FDIC the right, in many
situations, to charge its actual or anticipated losses against commonly
controlled depository

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<PAGE>

institution affiliates of the failed or rescued institution (although not
against a bank holding company itself).

OTHER REGULATIONS

Federal law and regulation affect the operations of bank holding companies
and their subsidiaries in many ways, including regulating the conduct of
transactions between bank holding companies (along with their nonbank
subsidiaries) and their subsidiary banks. By virtue of Section 23A of the
Federal Reserve Act ("Section 23A") and Section 18(j) of the Federal Deposit
Insurance Act ("Section 18(j)"), West One and its subsidiaries are "affiliates"
of West One-Washington and other depository institution subsidiaries of West One
and are subject to the provisions Section 23A, which limit the amount of and
require substantial security for loans and extensions of credit by West One -
Washington and other depository institution subsidiaries of West One to, and
investments in West One or certain of its subsidiaries and the amount of
advances to third parties collateralized by the securities of West One or
certain of its subsidiaries. The general purpose of Sections 23A and 18(j) is
to assure that the capital of depository institutions (such as West One -
Washington and the other depository institution subsidiaries of West One) is not
put at risk to support their nonbank affiliates.

FDICIA requires the federal banking agencies to adopt regulations
prescribing standards for safety and soundness of insured banks and their
holding companies, including standards relating to internal controls,
information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, compensation, fees and
benefits, asset quality, earnings and stock valuation, as well as other
operational and managerial standards deemed appropriate by the agencies. Upon a
determination by a federal banking agency that an insured bank has failed to
satisfy any such standard, the bank will be required to file an acceptable plan
to correct the deficiency. If the bank fails to submit or implement an
acceptable plan, the federal banking agency may, and in some instances must,
issue an order requiring the institution to correct the deficiency, restrict its
asset growth, increase its ratio of tangible equity to assets, or impose other
operating restrictions. On November 18, 1993, the federal banking agencies
issued a notice of proposed rulemaking setting forth general safety and
soundness in areas prescribed in FDICIA and solicited comments regarding the
proposed safety and soundness standards. In the view of the federal banking
agencies, the proposed standards do not represent a change in existing policies
but, instead, formalize fundamental standards already applied by the agencies.
In general, the proposed standards establish objectives of proper operations and
management while leaving the specific methods for achieving those objectives to
each institution. However, the proposal establishes a maximum permissible ratio
of classified assets to capital for institutions. The proposal also implements
the requirements of FDICIA regarding the submission and review of safety and
soundness plans by institutions failing to meet the prescribed standards and the
issuance of orders where institutions have failed to submit acceptable
compliance plans or implement an accepted plan in any material respect. Because
the final terms of the regulators' implementation of this requirement of FDICIA
are not yet known, West One cannot predict the effect of its application to its
operations or the operations of its subsidiaries.

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<PAGE>

FDICIA also contains provisions which, among other things, restrict
investments and activities as principal by state nonmember banks to those
eligible for national banks, impose limitations on deposit account balance
determinations for the purpose of the calculation of interest, and require the
federal banking regulators to prescribe, implement or modify standards,
respectively, for extensions of credit secured by liens on interests in real
estate or made for the purpose of financing construction of a building or other
improvements to real estate, loans to bank insiders, regulatory accounting and
reports, internal control reports, independent audits, exposure on interbank
liabilities, contractual arrangements under which institutions receive goods,
products or services, deposit-account-related disclosures and advertising as
well as to impose restrictions on federal reserve discount window advances for
certain institutions and to require that insured depository institutions
generally be examined on-site by federal or state personnel at least once every
twelve months.

On October 28, 1992, the Housing and Community Development Act of 1992 was
enacted which, INTER ALIA, modified prior law regarding the establishment of
compensation standards by the federal banking agencies, deposit account
disclosures, loans to bank insiders and real estate appraisal requirements; made
certain technical corrections to FDICIA; imposed new sanctions upon banks
convicted of money laundering or cash transaction reporting offenses; and
restricted the methods banks may employ to calculate and refund prepaid interest
on mortgage refinancings and consumer loans. In addition, on October 23, 1992,
the Depository Institutions Disaster Relief Act of 1992 was enacted, affording
the federal banking agencies limited discretion to provide relief from certain
regulatory requirements to depository institutions doing business or seeking to
do business in an emergency or major disaster area. West One does not currently
expect that the implementation of these laws will have a material adverse effect
upon its operations and business or upon the operations and business of its
subsidiaries.

On August 10, 1993 the President signed into law the Omnibus Budget
Reconciliation Act of 1993 which contains provisions that, INTER ALIA, affect
the amortization of intangible assets by banks, require securities dealers
(including banks) to adopt mark-to-market accounting to calculate income taxes,
transfer surplus funds from the Federal Reserve System to the Department of the
Treasury, authorize the United States Government to originate student loans and
establish a preference for depositors in liquidations of FDIC-insured banks.
West One is currently assessing the consequences of the enactment of this
legislation to its operations, earnings and capital position and the operations,
earnings and capital position of its subsidiaries.

Bills are now pending or expected to be introduced in the United States
Congress that contain proposals for altering the structure, regulation, and
competitive relationships of the nation's financial institutions. If enacted
into law, these pending bills could have the effect of increasing or decreasing
the cost of doing business, limiting or expanding permissible activities
(including activities in the insurance and securities fields), or affecting the
competitive balance among banks, savings associations, and other financial
institutions. Some of these bills would reduce the extent of federal deposit
insurance, broaden the powers or the geographical range of operations of bank
holding companies, modify interestate branching restrictions applicable to
national banks, regulate bank involvement in derivations activities, and realign
the structure and jurisdiction of various financial institution regulatory

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<PAGE>

agencies. Whether or in what form any such legislation may be adopted or the
extent to which the business of West One might be affected thereby cannot be
predicted.

DEPOSIT INSURANCE ASSESSMENTS

The insured bank subsidiaries of West One are required to pay semi-annual
deposit insurance assessments to the Bank Insurance Fund of the FDIC ("BIF").
FDICIA requires the FDIC to establish a schedule to increase the reserve ratio
of the BIF to 1.25% of insured deposits (or such higher ratio as the FDIC
determines to be justified for any year by circumstances raising a significant
risk of substantial future losses) over a 15 year period, and to increase the
assessment rate on banks, if necessary, to achieve that ratio. FDICIA also
requires the FDIC to establish by regulation a risk-based assessment system for
deposit insurance which will take into account the probability that the deposit
insurance fund will incur a loss with respect to an institution, the likely
amount of such loss and the revenue needs of the deposit insurance fund.

On October 1, 1992, the FDIC published revisions to its deposit insurance
regulation to establish a transitional risk-based assessment system pending
establishment of a permanent risk-based assessment system by January 1, 1994.
Effective January 1, 1993, each insured bank's insurance assessment rate is
determined by the risk assessment classification into which it has been placed
by the FDIC. The FDIC places each insured bank in one of nine risk assessment
classifications based upon its level of capital and supervisory evaluations by
its regulators: "well capitalized" banks, "adequately capitalized" banks or
"less than adequately capitalized" banks, with each category of banks divided
into subcategories of banks which are either "healthy," of "supervisory concern"
or of "substantial supervisory concern." An eight basis point spread exists
between the assessment rate established for the highest and lowest risk
classification, so that banks classified as strongest by the FDIC are subject to
a rate of .23% (the same rate as under the previous flat-rate assessment system)
while those classified as weakest by the FDIC are subject to a rate of .31%
(with intermediate rates of .26%, .29% and .30%). The FDIC staff has stated
that insured banks will pay an average rate of approximately .254%. At a
meeting on June 17, 1993, the FDIC Board of Directors approved revisions to its
regulation establishing the transitional risk-based assessment system with
respect to the making of supervisory subgroup assignments and review of such
assignments by the FDIC, the making of capital group assignments for new
institutions by the FDIC, the payment of disputed assessments by institutions
and other matters. In addition, on May 25, 1993, the FDIC Board of Directors
voted to amend the current recapitalization schedule for the BIF to reflect the
projected achievement by the BIF of a reserve ratio of 1.25% of insured deposits
by 2002 (rather than 2006 under the current schedule) and retain the current
deposit insurance assessment rates for BIF-member institutions for semi-annual
periods beginning July 1, 1993. West One does not presently expect that
implementation of the transitional risk-based deposit insurance assessment
system, as so revised, will have a material adverse impact on its overall
financial condition or results of operations or those of its bank subsidiaries.

It is possible that the FDIC insurance assessments will be increased
further in the future. In addition, the FDIC has authority to impose special
assessments from time to time.

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<PAGE>

INTERSTATE BANKING

Existing laws and various regulatory developments have allowed financial
institutions to conduct significant activities on an interestate basis for a
number of years. During recent years, a number of financial institutions have
expanded their out-of-state activities and various states have enacted
legislation intended to allow certain interestate banking combinations which
otherwise would be prohibited by federal law.

The Bank Holding Company Act generally does not permit the Federal Reserve
Board to approve an acquisition by a bank holding company of voting shares or
assets of a bank located outside the state in which the operations of its
banking subsidiaries are principally conducted unless the acquisition is
specifically authorized by the statutes of the state in which such bank is
located. Under the laws of Idaho and Utah, respectively, any out-of-state bank
or bank holding company may acquire an Idaho or Utah bank or bank holding
company. There is no requirement that the laws of the state in which the out-
of-state bank or bank holding company's operations are principally conducted
afford reciprocal privileges to Idaho or Utah-based acquirers. The Idaho law
contains a proviso that the Idaho institution to be acquired must have been in
business for at least four years. Washington banks that have been conducting
business for at least three years may be acquired by out-of-state bank holding
companies whose operations are principally conducted in states granting
reciprocal privileges to Washington bank holding companies. Oregon's law
relating to interestate banking allows an out-of-state institution or its
holding company to acquire all or portions of the capital stock of an Oregon
bank which has been engaged in the business of banking for at least three years
prior to the acquisition. There is no reciprocity requirement.

WEST ONE-WASHINGTON

West One-Washington is a state chartered commercial bank. It is not a
member of the Federal Reserve System. West One-Washington was once the
principal subsidiary of West One Bancorp, Washington, the latter of which was
merged into West One Bancorp in 1993, causing West One-Washington to be a
direct, wholly-owned subsidiary of West One Bancorp. West One-Washington
operates bank locations in twenty-six cities and towns throughout Washington
State. West One-Washington has grown significantly in the past few years. On
September 3, 1992, it acquired thirty-eight bank branches from Security Pacific
Bank Washington and Security Pacific Savings Bank, all located primarily in the
Puget Sound region. Also during 1992, West One-Washington acquired Yakima
Valley Bank, which was a state-chartered commercial bank based in Yakima,
Washington with four branches, $119.5 million in total assets and $102.4 million
in total deposits. During 1993, West One-Washington further expanded its
franchise through the acquisition of Ben Franklin National Bank, a commercial
bank with its main office located in Pasco, Washington, which had assets of
$36.5 million, total deposits of $33.1 million, and shareholder's equity of $3.1
million.

As of March 31, 1994, West One-Washington had total assets of $2.0 billion,
total deposits of $1.7 billion, and loans of $1.4 billion. West One-
Washington's strength is directly influenced by the economic conditions in
Washington State. Although cutbacks in the aerospace industry have weakened
Washington's overall economic conditions, certain areas served by West One-
Washington, including

- 48 -
<PAGE>

Yakima, Spokane, Vancouver and the Tri-Cities area, are experiencing expanding
economies.

As a consequence of the extensive regulation of the commercial banking
business in the United States, the business of West One-Washington is
particularly susceptible of being affected by federal and state legislation and
regulations, which may increase the cost of doing business.

VALLEY BANK

Valley Bank is a state banking corporation. It has been in operation for
over thirty years. In 1984, Valley Bank acquired the Asotin branch of Rainier
National Bank. As of March 31, 1994, Valley Bank had assets of $62.3 million,
deposits of $53.5 million, loans of $23.1 million, and shareholders' equity of
$8.5 million.

The trade area of Valley Bank which includes the Lewiston-Clarkston area
and the surrounding area are remarkably diversified as to business activity.
The largest single employer in the area is a major paper and lumber supplier
with extensive private timber holdings, a non-natural-resource-based
manufacturer being the second largest employer with the medical community and a
state college also providing stable employment. The agriculture segment of the
area's economy is significant. The agri-business sector is primarily composed
of family-operated farms growing dryland crops consisting of mostly wheat and
barley with some acreage planted to canola, peas, lentils and buckwheat.
Extensive grain storages and shipping facilities provide a steady base of
agriculture-related jobs. Job growth has been at a sustained pace for several
years with the unemployment rate generally below state levels. In recent years
tourism has become a significant industry and an increased number of individuals
have retired to the area. The mix discussed above has led to steady growth in a
fairly mature economy.

Valley Bank is a Washington State Banking Corporation and is not a member
of the Federal Reserve System. Valley Bank's primary regulator is the State of
Washington Department of Banking and as a non-member bank is further regulated
and examined by the FDIC.

Valley Bank is subject to a large body of both state and federal
regulations that not only address safety and soundness matters but via various
regulations generally under the FDIC's supervision enforce governmental mandates
that promote various social and consumer issues. Increasing resources both
human and financial are being committed to coping with the attendant regulatory
burden imposed by government actions. FIRREA which was the congressional
response to the savings and loan crisis and FDICIA which Valley Bank views as a
congressional mandate for regulator micro-management of the banking industry
added significant regulatory burden to all banks. FDICIA has led to an
increased number of regulatory changes and aggressive interpretation by
examiners. Banks with assets of less than $200,000,000 have had to allocate a
disproportionate amount of resources to monitoring and implementing regulatory
changes. It is not anticipated that regulatory burden will decrease in the
foreseeable future.

Premiums paid to the FDIC have been an increasing burden on bank earnings.
As deposits grow the dollar burden on the bank increases. When the Bank
Insurance Fund reaches 1.25% of insured deposits, the FDIC is authorized to

- 49 -
<PAGE>

reduce insurance premiums. There is no assurance as to when and if this will
transpire.

MONETARY POLICY

The earnings of West One, West One-Washington and Valley Bank are directly
affected by the monetary and fiscal policies of the federal government and
governmental agencies. The Federal Reserve Board has broad powers to expand and
constrict the supply of money and credit and to regulate the reserves which its
member banks must maintain based on deposits. These broad powers are used to
influence the growth of bank loans, investments and deposits, and may affect the
interest rates which will prevail in the market for loans investments and
deposits. Governmental and Federal Reserve Board monetary policies have had a
significant effect on the operating results of commercial banks in the past and
are expected to do so in the future. The future impact of such policies and
practices on the growth or profitability of West One, West One-Washington, and
Valley Bank cannot be predicted.

INFORMATION CONCERNING WEST ONE

WEST ONE BANCORP
SELECTED FINANCIAL DATA

The following unaudited table of selected financial data should be read in
conjunction with West One's consolidated financial statements and the related
notes and with West One's management's discussion and analysis of financial
condition and results of operations, incorporated herein by reference. See
"West One Documents Incorporated by Reference." In the opinion of management of
West One, all adjustments (consisting only of normal recurring accruals)
necessary to a fair statement of the results for the interim periods have been
included. The results for the interim period ended March 31, 1994 are not
necessarily indicative of the results for the entire year.

- 50 -
<PAGE>

SELECTED FINANCIAL DATA
WEST ONE BANCORP

For the three months
ended March 31, Year ended December 31,
------------------------- ----------------------------------------------------------------------
SUMMARY OF INCOME
(DOLLARS IN THOUSANDS) 1994 1993 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income $ 125,986 $ 119,420 $ 497,325 $ 433,788 $ 447,552 $ 443,703 $ 421,853
Interest expense 45,484 49,535 193,435 195,090 249,980 268,014 266,022
--------- --------- --------- --------- --------- --------- ---------
Net interest income 80,502 69,885 303,890 238,698 197,572 175,689 155,831
Provision for credit losses 3,989 3,092 13,383 14,308 29,680 11,668 7,514
--------- --------- --------- --------- --------- --------- ---------
Net interest income after
provision for credit losses 76,513 66,793 290,507 224,390 167,892 164,021 148,317
--------- --------- --------- --------- --------- --------- ---------
Other income 26,438 23,163 102,014 81,771 70,548 61,931 52,072
Securities gains (losses) (158) (8) 495 1,690 2,156 24 862
--------- --------- --------- --------- --------- --------- ---------
Total noninterest income 26,280 23,155 102,509 83,461 72,704 61,955 52,934
--------- --------- --------- --------- --------- --------- ---------
Salaries and employee
benefits 34,038 31,378 128,886 104,024 90,485 82,211 78,719
Other expense 36,435 32,723 143,552 112,500 92,651 80,825 74,169
--------- --------- --------- --------- --------- --------- ---------
Total noninterest expense 70,473 64,101 272,438 216,524 183,136 163,036 152,888
--------- --------- --------- --------- --------- --------- ---------
Income before taxes 32,320 25,847 120,578 91,327 57,460 62,940 48,363
Provision for income taxes 9,405 7,682 37,391 27,955 16,261 18,673 13,375
--------- --------- --------- --------- --------- --------- ---------
Net income $ 22,915 $ 18,165 $ 83,187 $ 63,372 $ 41,199 $ 44,267 $ 34,988
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------

PER SHARE DATA (a)
Primary earnings per share $ .65 $ .55 $ 2.50 $ 2.09 $ 1.47 $ 1.60 $ 1.27
Fully diluted earnings
per share .62 .53 2.38 1.98 1.44 1.60 1.26
Book value at end of period 18.29 15.71 17.96 15.14 13.08 12.07 10.88
Cash dividends declared .18 -- .49 .675 .48 .44 .41
Cash dividends paid .18 .13 .595 .51 .47 .44 .40

BALANCE SHEET DATA AT PERIOD
END (DOLLARS IN THOUSANDS)
Assets $7,813,814 $7,071,202 $7,671,353 $7,133,637 $5,417,199 $4,946,989 $4,760,263
Deposits 6,079,574 5,531,362 5,937,047 5,636,339 4,044,408 3,860,881 3,597,072
Loans 5,430,656 4,591,087 5,354,497 4,531,913 3,497,451 3,292,217 2,934,970
Allowance for credit losses 77,204 70,718 74,923 68,243 53,048 47,823 49,755
Long-term debt 115,112 117,208 116,460 117,649 111,881 72,614 71,863
Shareholders' equity 639,404 508,941 623,566 489,825 367,048 332,692 298,469
Shares outstanding (a) 34,967,500 32,389,108 34,718,731 32,351,160 28,062,404 27,567,672 27,425,588

SELECTED FINANCIAL RATIOS
Return on average assets 1.22 % 1.06 % 1.14 % 1.08 % .80 % .94 % .79 %
Return on average
shareholders' equity 14.91 14.79 15.61 14.93 11.82 14.16 12.36
Average shareholders equity
to average total assets 8.16 7.18 7.29 7.26 6.75 6.61 6.39
Dividend payout (b) 27.47 -- 19.74 33.11 32.38 26.30 31.63

<FN>
(a) Amounts have been restated for the two-for-one stock split paid August 13,
1993.
(b) Common dividends declared divided by net income.

</TABLE>

- 51 -
<PAGE>

STOCK PRICES AND DIVIDENDS ON WEST ONE COMMON STOCK

West One Common Stock is traded in the over-the-counter market under the
symbol "WEST" and is listed in the NASDAQ National Market System. The following
table sets forth the high and low bid quotations for West One Common Stock for
the periods indicated, in each case as reported by NASDAQ, and the cash
dividends per share declared on West One Common Stock for such periods, all
adjusted for stock dividends. Such over-the-counter market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not necessarily represent actual transactions.

Quarterly Bid Cash
Price Range Dividends
--------------------
High Low Declared
------- ------- --------
<S> <C> <C> <C>
1992
First Quarter........................... $19 7/8 $15 1/2 $.13
Second Quarter.......................... 21 3/8 17 5/8 .13
Third Quarter........................... 20 7/8 19 3/8 .13
Fourth Quarter.......................... 25 1/4 20 3/8 .285
-----
$.675
-----
-----

1993
First Quarter........................... $27 1/8 $24 1/2 $ --
Second Quarter.......................... 26 1/8 22 7/8 .155
Third Quarter........................... 29 1/2 24 3/8 .155
Fourth Quarter.......................... 31 3/4 23 5/8 .18
-----
$.49
-----
-----
1994
First Quarter........................... $28 1/4 $25 1/8 $.18
Second Quarter.......................... xx.xx xx.xx .18
Third Quarter (through July __, 1994)... xx.xx xx.xx --
----
$.36
----
----

</TABLE>

On March 11, 1994, the last NASDAQ trading day prior to the public
announcement of the Reorganization, the closing sale price for the West One
Common Stock was $27.50. On July __,1994, the closing sale price for the West
One Common Stock was $_____. On June 30, 1994, there were approximately
__________ shares of West One Common Stock outstanding, held by approximately
_____ shareholders of record.

While West One is not obligated to pay cash dividends, West One's Board of
Directors presently intends to continue the policy of paying quarterly cash
dividends. Future dividends will depend, in part, upon the earnings and
financial condition of West One.

- 52 -
<PAGE>

PRINCIPAL HOLDERS OF WEST ONE COMMON STOCK

As of May 31, 1994, beneficial ownership by each person who was known by
West One to own beneficially more than 5% of the outstanding shares of West One
Common Stock and by all officers and directors as a group was as follows:

Amount and Nature of Beneficial Ownership
-----------------------------------------
Number of Shares Percent of Percent of
Name and Address of Beneficially Outstanding Stock After
Beneficial Owner Owned Common Stock Reorganization(2)
- ------------------- ---------------- ------------ -----------------
<S> <C> <C> <C>
Harry Bettis (1) 2,106,849 5.96% 5.87%
Star Route
Payette, Idaho

All directors and 2,638,976 7.47% 7.35%
officers as a group

<FN>
_______________
(1) Of the indicated shares, Mr. Bettis has sole voting and dispositive power
over 2,049,814 shares and shared voting and dispositive power over 57,035
shares. Mr. Bettis is a director of West One.

(2) Assumes 550,000 shares issued to Valley Bank shareholders in connection
with the Reorganization.

</TABLE>

WEST ONE DOCUMENTS INCORPORATED BY REFERENCE

The following documents previously filed by West One with the SEC pursuant
to the Exchange Act are hereby incorporated by reference into this Proxy
Statement/Prospectus:

1. West One's Annual Report on Form 10-K for the year ended December 31,
1993 ("West One Form 10-K"); and

2. West One's Quarterly Report on Form 10-Q for the quarter ended March
31, 1994.

For the convenience of Valley Bank shareholders, a copy of West One's 1993
Annual Report to Shareholders ("West One Annual Report") is being mailed to
Valley Bank shareholders along with this Proxy Statement/Prospectus. The
following portions of the West One Annual Report have been incorporated by
reference into the West One Form 10-K and by reference to the West One Form 10-K
are also incorporated by reference herein:

1. "Selected Financial Data" on page 12;

2. "Management's Discussion and Analysis" on pages 13 through 26;

3. "Independent Auditors Report" and the consolidated financial
statements and notes to consolidated financial statements on pages 28
through 53;

- 53 -
<PAGE>

4. "Quarterly Financial Information" on page 27; and

5. "Market Prices and Dividends" on page 16.

Portions of the West One Annual Report other than those listed above as
incorporated herein by reference are not part of this Proxy
Statement/Prospectus. The West One Annual Report does not contain all of the
information contained in the West One Form 10-K. Valley Bank shareholders who
wish to obtain copies of the documents incorporated by reference herein may do
so by following the instructions under "Available Information" above.

All documents filed by West One with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Proxy
Statement/Prospectus and prior to the date of the Special Meeting shall be
deemed to be incorporated by reference in this Proxy Statement/Prospectus and to
be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Proxy Statement/Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Proxy Statement/Prospectus.

INFORMATION CONCERNING VALLEY BANK

Valley Bank was organized on August 8, 1963 under Washington law as Valley
Commercial Bank. The only transaction that has consummated since that date was
the acquisition of the Asotin branch of Rainier National Bank on September 7,
1984. Valley Bank engages in the commercial banking business through its
Clarkston and Asotin offices. As of March 31, 1994, Valley Bank had assets of
$62.3 million, deposits of $53.5 million, loans of $23.1 million, and
shareholders' equity of $8.5 million.

See "Valley Bank Financial Information", "Management's Discussion and
Analysis," and "Statistical Information" for additional information concerning
the business of Valley Bank.

VALLEY BANK

SELECTED FINANCIAL DATA

The following unaudited selected financial data should be read in
conjunction with Valley Bank's financial statements and the related notes and
with Valley Bank's management's discussion and analysis of financial condition
and results of operations, provided elsewhere herein. See "Valley Bank
Financial Statements," below. In the opinion of management of Valley Bank, all
adjustments (consisting only of normal recurring accruals, except for cumulative
effect of accounting change) necessary to a fair statement of the results for
the interim periods have been included. The results for the three months ended
March 31, 1994 are not necessarily indicative of the results of the entire year.

- 54 -
<PAGE>

SELECTED FINANCIAL DATA
VALLEY COMMERCIAL BANK

For the three months
ended March 31, Year ended December 31,
------------------------ --------------------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF INCOME
(DOLLARS IN THOUSANDS)
Interest income $ 901 $ 981 $ 3,726 $ 3,898 $ 4,113 $ 4,154 $ 3,711
Interest expense 350 361 1,400 1,599 2,077 2,146 1,927
--------- --------- --------- --------- --------- --------- ---------
Net interest income 551 620 2,326 2,299 2,036 2,008 1,784
Provision for credit losses -- 30 120 120 120 110 52
--------- --------- --------- --------- --------- --------- ---------
Net interest income after
provision for credit losses 551 590 2,206 2,179 1,916 1,898 1,732
--------- --------- --------- --------- --------- --------- ---------
Other income 85 81 414 450 381 336 327
Securities gains (losses) -- -- -- 1 -- -- (4)
--------- --------- --------- --------- --------- --------- ---------
Total noninterest income 85 81 414 451 381 336 323
--------- --------- --------- --------- --------- --------- ---------
Salaries and employee benefits 184 181 735 731 715 664 655
Other expense 189 165 734 677 690 640 664
--------- --------- --------- --------- --------- --------- ---------
Total noninterest expense 373 346 1,469 1,408 1,405 1,304 1,319
--------- --------- --------- --------- --------- --------- ---------
Income before taxes 263 325 1,151 1,222 892 930 736
Provision for income taxes 83 104 388 350 236 252 202
--------- --------- --------- --------- --------- --------- ---------
Net income $ 180 $ 221 $ 763 $ 872 $ 656 $ 678 $ 534
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------

PER SHARE DATA
Earnings per share $ 88.08 $ 108.33 $ 373.29 $ 426.52 $ 321.14 $ 331.82 $ 261.02
Book value at end of period 4,169.89 3,927.42 4,081.82 3,791.76 3,410.47 3,150.09 2,860.69
Cash dividends declared -- -- 83.00 56.00 50.00 42.00 40.00
Cash dividends paid 83.00 56.00 56.00 50.00 42.00 40.00 31.50

BALANCE SHEET DATA AT PERIOD
END (Dollars in thousands)
Assets $62,339 $57,311 $63,631 $58,846 $52,613 46,933 $42,016
Deposits 53,463 48,951 54,613 50,544 45,103 39,861 35,550
Loans 23,082 22,929 23,380 22,690 20,759 20,298 18,578
Allowance for credit losses 718 662 717 631 446 421 186
Shareholders' equity 8,523 8,027 8,343 7,750 6,993 6,439 5,847
Shares outstanding 2,044 2,044 2,044 2,044 2,044 2,044 2,044

SELECTED FINANCIAL RATIOS
Return on average assets 1.18% 1.55% 1.30% 1.58% 1.32% 1.50% 1.31%
Return on average
shareholders' equity 8.53 11.27 9.26 11.63 9.54 10.84 9.17
Average shareholders equity
to average total assets 13.86 13.78 14.00 13.56 13.86 13.87 14.33
Dividend payout (a) -- -- 22.28 3.19 15.55 12.68 15.36

<FN>
(a) Common dividends declared divided by net income.

</TABLE>

- 55 -
<PAGE>

STOCK PRICES AND DIVIDENDS ON VALLEY BANK COMMON STOCK

Valley Bank's common stock is not widely or actively traded and is not
listed with a national securities exchange or quoted on any automated quotation
system. The common stock occasionally trades through private negotiated
transactions between individuals. As a result, no established public trading
market for Valley Bank's common stock presently exists. Reliable information
concerning the prices at which Valley Bank's common stock has traded in private
negotiated transactions is not publicly available or generally known to Valley
Bank or West One. On occasion, Valley Bank has become aware of the trading
price of its common stock in private transactions. Information concerning those
trading prices has been omitted based on Valley Bank's belief that such prices
are not necessarily representative of the market price for its common stock
during any particular period. Since March 14, 1994, the date the Plan of
Reorganization was publicly announced, there have been no trades in Valley Bank
Common Stock.

The following table sets forth the cash dividends per share declared on
Valley Bank Common Stock for such periods.

<TABLE>
<CAPTION>
Cash Dividends
Declared
--------------
<S> <C>
1992 First Quarter..... $ --
Second Quarter.... --
Third Quarter..... --
Fourth Quarter.... 56.00
-------
$ 56.00
-------
-------

1993 First Quarter.... --
Second Quarter... --
Third Quarter.... --
Fourth Quarter... 83.00
-------
$ 83.00
-------
-------

1994 First Quarter... --
Second Quarter.. --
Third Quarter... --
(through July __, 1994) --
-------
$ --
-------
-------

</TABLE>

The holders of Valley Bank Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors out of funds legally
available therefor. Valley Bank's ability to pay dividends is governed by
Washington law. Under RCW 30.04.180, dividends may not be declared or paid in
an amount greater than its retained earnings, without approval from the
Director. The Board of Directors can declare dividends out of undivided profits
as they deem expedient, but before any dividend is declared, not less than one-
tenth of the net profits must be carried to a surplus fund until the amount in
such surplus fund is equal to twenty-five percent of the paid-in common stock of
the bank.

Valley Bank is subject to certain limitations on the amount of cash
dividends that it can pay. The prior approval of the FDIC is required if the
total of all cash dividends declared by a state-chartered member bank, such as
Valley Bank, in any calendar year will exceed the total of such bank's net
profits (as defined by statute) for that year combined with its retained net
profits for the preceding two calendar years less any required transfers to
surplus. In addition, the FDIC is authorized to determine under certain
circumstances relating to the financial condition of a state-chartered member
bank that the payment of dividends would be an unsafe and unsound practice and
to prohibit payment thereof. Under FDICIA, all insured banks are generally

- 56 -
<PAGE>

prohibited from making any capital distributions and from paying management fees
to persons having control of the bank where such payments would cause the bank
to be undercapitalized. See "Supervision and Regulation -- Regulatory Capital
Requirements -- Other Issues and Developments Relating to Regulatory Capital."

On __________, 1994, the record date for the Special Meeting, Valley Bank
had approximately 53 stockholders, based upon the number of stockholders of
record. At such date, 2,044 shares of Valley Bank Common Stock were
outstanding.

STOCKHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

Persons who were beneficial owners of 5% or more of the issued and
outstanding Valley Bank Common Stock and the stock ownership of all Valley Bank
directors and officers as a group at the record date are shown in the following
table.

Name of Amount of Percent of
Beneficial Owner Beneficial Ownership(1) Common Stock
- ---------------- ----------------------- ------------

Gerald D. Wilson 1,261 61.7%
615 Sixth Street
Clarkston, WA 99403

Joseph P. McKiernan 215 10.5%
615 Sixth Street
Clarkston, WA 99403

Directors and
officers as a 1,573 77.0%
group

(1) The table includes some shares owned jointly with a spouse, although the
person named may not have sole or shared voting and investment power over
those shares; otherwise, each person named has the sole voting and
investment power of the shares shown. Figures also include shares owned by
trusts of which the beneficial owner is trustee, with sole voting and
investment power.

- 57 -

<PAGE>

VALLEY BANK FINANCIAL INFORMATION

VALLEY COMMERCIAL BANK

BALANCE SHEETS
(UNAUDITED)

December 31, March 31,
---------------- --------
Dollars in thousands 1993 1992 1994
------- ------ -------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 3,635 $ 2,697 $ 3,377
Due from banks - interest bearing 99 99 99
Federal funds sold 11,650 8,850 7,750
------- ------- -------

Securities:
Available for sale -- -- 5,530
Held to maturity 23,216 22,801 20,956
------- ------- -------
Total securities 23,216 22,801 26,486
------- ------- -------

Loans 23,380 22,690 23,082
Allowance for credit losses (717) (631) (718)
------- ------- -------
Net loans 22,663 22,059 22,364
------- ------- -------
Premises and equipment 863 928 855
Other real estate owned 559 694 323
Interest receivable 508 622 598
Other assets 438 96 487
------- ------- -------
Total assets $63,631 $58,846 $62,339
------- ------- -------
------- ------- -------

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits
Non-interest bearing $ 9,911 $ 7,680 $ 8,261
Interest bearing 44,702 42,864 45,202
Other borrowings 123 -- --
Other liabilities 552 552 353
------- ------- -------
Total liabilities 55,288 51,096 53,816
------- ------- -------

Commitments and contingent liabilities (Note 10)

SHAREHOLDERS' EQUITY
Common stock - $100 par value; 2,200 shares
authorized; 2,044 shares outstanding 204 204 204
Capital surplus 2,781 2,781 2,781
Retained earnings 5,358 4,765 5,538
------- ------- -------
Total shareholders' equity 8,343 7,750 8,523
------- ------- -------
Total liabilities and shareholders' equity $63,631 $58,846 $62,339
------- ------- -------
------- ------- -------

</TABLE>

The accompanying notes are an integral part of the financial statements.

- 58 -
<PAGE>

VALLEY COMMERCIAL BANK

STATEMENTS OF INCOME
(UNAUDITED)

For the year ended For the quarter ended
December 31, March 31,
-------------------------------- ---------------------
1993 1992 1991 1994 1993
-------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
INTEREST INCOME
Loans $2,203 $2,254 $2,385 $524 $568
Short-term investments 180 216 370 78 34
Interest and dividends on securities:
Taxable 1,177 1,229 1,148 257 337
Non-taxable 166 199 210 42 42
-------- ------- -------- --------- ------

Total interest income 3,726 3,898 4,113 901 981
-------- ------- -------- --------- ------

INTEREST EXPENSE
Deposits 1,400 1,599 2,077 350 361
-------- ------- -------- --------- ------

Total interest expense 1,400 1,599 2,077 350 361
-------- ------- -------- --------- ------
Net interest income 2,326 2,299 2,036 551 620
Provision 120 120 120 -- 30
-------- ------- -------- --------- ------
Net interest income after
provision for credit losses 2,206 2,179 1,916 551 590
-------- ------- -------- --------- ------

NONINTEREST INCOME
Service charges on deposit accounts 290 300 262 69 73
Other 124 150 119 16 8
Securities gains (losses) -- 1 -- -- --
-------- ------- -------- --------- ------
Total noninterest income 414 451 381 85 81
-------- ------- -------- --------- ------

NONINTEREST EXPENSE
Employee compensations and benefits 735 731 715 184 181
Net occupancy 88 84 70 21 25
Equipment 76 95 95 21 21
Supplies 54 53 46 13 12
Postage 52 57 52 14 12
Insurance and taxes 78 79 94 38 19
Outside services 30 47 24 12 --
Other 356 262 309 70 76
-------- ------- -------- --------- ------
Total noninterest expense 1,469 1,408 1,405 373 346
-------- ------- -------- --------- ------

Income before taxes 1,151 1,222 892 263 325
Provision for income taxes 388 350 236 83 104
-------- ------- -------- --------- ------

Net income $ 763 $ 872 $ 656 $180 $221
-------- ------- -------- --------- ------
-------- ------- -------- --------- ------

Earnings per share $373.29 $426.52 $321.14 $88.08 $108.33
Dividends declared per share 83.00 56.00 50.00 -- --

</TABLE>

The accompanying notes are an integral part of the financial statements.

- 59 -
<PAGE>

VALLEY COMMERCIAL BANK

STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)

Common Capital Retained
Dollars in thousands Stock Surplus Earnings Total
------- ------- -------- ------
<S> <C> <C> <C> <C>
Balance December 31, 1990 $204 $2,781 $3,454 $6,439
Net income -- -- 656 656
Cash dividends declared -
$50.00 per share -- -- (102) (102)
------- ------- ------- ------
Balance at December 31, 1991 204 2,781 4,008 6,993
Net income -- -- 872 872
Cash dividends declared -
$56.00 per share -- -- (115) (115)
------- ------- ------- ------
Balance at December 31, 1992 204 2,781 4,765 7,750

Net income -- -- 763 763
Cash dividends declared -
$83.00 per share -- -- (170) (170)
------- ------- ------- ------
Balance at December 31, 1993 204 2,781 5,358 8,343
Net income -- -- 180 180
------- ------- ------- ------
Balance at March 31, 1994 $204 $2,781 $5,538 $8,523
------- ------- ------- ------
------- ------- ------- ------

</TABLE>

The accompanying notes are an integral part of the financial statements.

- 60 -
<PAGE>

VALLEY COMMERCIAL BANK

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the three
For the year ended months ended
December 31, March 31,
----------------------------- ---------------------
Dollars in thousands 1993 1992 1991 1994 1993
------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITES:
Net income $ 763 $ 872 $ 656 $ 180 $ 221
Adjustments to reconcile net income to net
cash provided by operating activities:

Provision for credit losses 120 120 120 -- 30
Depreciation of premises and equipment 71 36 66 8 16
Amortization and accretion of premiums and discounts 176 149 23 35 41
Amortization of intangible and other assets 7 7 7 2 2
Change in other assets (235) 425 (469) (141) (426)
Change in other liabilities (55) 22 (132) (29) (48)
-------- ------ ------ ------- --------
Net cash provided (used) by operating activities 847 1,631 271 55 (164)
-------- ------ ------ ------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Change in interst bearing deposits with banks -- 999 (798) -- --
Change in Federal funds sold (2,800) (2,700) (1,400) 3,900 5,700
Purchase of securities held to maturity (12,231) (12,201) (10,674) (6,028) (5,383)
Maturity of securities held to maturity 11,640 8,170 7,218 2,723 1,953
Sale of securities held to maturity -- 500 -- -- --
Change in net loans and leases (625) (1,816) (683) 176 (238)
Purchase of preises and equipment (6) (97) (13) -- (1)
Sale of other real estate owned 159 417 410 236 119
-------- ------ ------ ------- --------
Net cash provided (used) by investing activities (3,863) (6,728) (5,940) 1,007 2,150
-------- ------ ------ ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in deposits 4,069 5,441 5,242 (1,150) (1,593)
Cash dividends paid (115) (102) (86) (170) (115)
-------- ------ ------ ------- --------
Net cash provided (used) by financing activities 3,954 5,339 5,156 (1,320) (1,708)
-------- ------ -------- ------- --------
Net increase (decrease) in cash and due from bank 938 242 (513) (258) 278
Cash and due from banks - beginning of period 2,697 2,455 2,968 3,635 2,697
-------- ------ -------- ------- --------
Cash and due from banks - end of period $ 3,635 $ 2,697 $ 2,455 $ 3,377 $ 2,975
-------- ------ -------- ------- --------
-------- ------ -------- ------- --------
SUPPLEMENTAL INFORMATION:
Interest paid $ 1,418 $ 1,669 $ 2,139 $ 361 $ 384
Income taxes paid 420 242 350 55 80

NONCASH ACTIVITIES:
Dividends declared not paid 170 115 102 -- --
Loans made on other real estate sold 212 100 -- -- --
Other real estate acquired in settlement of loans 236 50 127 -- --

</TABLE>

The accompanying notes are an integral part of the financial statements.

- 61 -
<PAGE>

NOTES TO FINANCIAL STATEMENTS - (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Dollars in thousands

The accounting and reporting policies of Valley Commercial Bank (Valley Bank)
conform to generally accepted accounting principals and prevailing practices
within the banking industry.

INVESTMENT SECURITIES

In 1994, Valley Bank adopted Statements of Financial Accounting Standards (SFAS)
No. 115, "Accounting for Certain Investments in Debt and Equity Securities."
Under this pronouncement, securities held to maturity are stated at cost,
adjusted for amortization of premiums and accretion of discounts. Securities
available for sale are stated at market value. Gains and losses on sale of
securities. Net unrealized gain or loss on securities available for sale are
included, net of tax, as a component of shareholders' equity.

LOANS

Loans are stated at the principal amount outstanding, net of unearned income.
Interest on loans is recognized as income based on the outstanding principal and
the stated interest rates as adjusted for net deferred loan fees, premiums and
discounts. Loan origination fees and costs are deferred and recognized as
income on the interest method over the life of the loans. Recognition of
interest income is discontinued and all accrued, unpaid interest is reversed
when a loan is placed on nonaccrual status. A loan is placed on nonaccrual
status when timely collection of interest becomes doubtful or reflected as
interest income on a cash basis. Loans are removed from nonaccrual status when
they are current and collectibility of principal and interest is no longer
doubtful.

ALLOWANCE FOR CREDIT LOSSES

The allowance for credit losses is maintained at a level considered adequate by
management to provide for losses inherent in the portfolio of loans and
commitments to extend credit. The estimate of additions to the allowance for
credit losses, and the resulting charge to expense, requires judgment in
evaluating the borrower's management, financial position, cash flow, collateral
values and guarantees, as well as projection of the outcome of future events.
The continuing adequacy of the allowance for credit losses is determined based
upon the results of a credit classification system, internal and external credit
examinations, historic experience, economic conditions, industry concentrations,
elements of risk and other loss factors affecting the quality of the loan
portfolio.

PREMISES AND EQUIPMENT

Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the related assets.

- 62 -
<PAGE>

OTHER REAL ESTATE OWNED

Other real estate owned consists principally of properties acquired through
foreclosure and is stated at the lower of cost or market value.

INCOME TAXES

Income taxes are provided on earnings as reported for financial statement
purposes adjusted principally for nontaxable interest income. Deferred income
taxes reflect the tax effect of timing differences between financial statement
income and taxable income.

In 1993, Valley Bank adopted SFAS No. 109 "Accounting for Income Taxes," which
prescribes the liability method of accounting for income taxes. Under this
method, the change between periods in the deferred tax assets and liabilities
together with income taxes currently payable are reflected as income tax expense
in the financial statements.

EARNINGS PER COMMON SHARE

Earnings per common share are based upon the weighted average number of common
shares outstanding.

STATEMENTS OF CASH FLOWS
Cash and cash equivalents consist of cash and due from banks.

NOTE 2 - RESTRICTIONS ON CASH AND DUE FROM BANKS
Dollars in thousands

Based on the types and amounts of deposits received, Valley Bank must maintain
an appropriate amount of currency and non-interest bearing cash deposits in
accordance with reserve requirements of the Federal Reserve Bank. Such reserve
requirements totaled $448, $340 and $365 at December 31, 1993 and 1992 and
March 31, 1994, respectively.

- 63 -
<PAGE>

NOTE 3 - SECURITIES
Dollars in thousands

The amortized cost, gross unrealized gains and losses, and estimated market
value of securities follow:

Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
MARCH 31, 1994

Held to maturity:
U.S. Treasury securities $ 6,530 $ 9 $105 $ 6,434
U.S. Agency securities 7,977 18 122 7,873
Municipal bonds 2,903 136 5 3,034
Other 3,546 2 37 3,511
-------- ---- ---- --------
Total held to maturity 20,956 165 269 20,852
-------- ---- ---- --------

Available for sale:
U.S. Treasury securities 5,530 -- -- 5,530
-------- ---- ---- --------
Total securities $ 26,486 $165 $269 $ 26,382
-------- ---- ---- --------
-------- ---- ---- --------

DECEMBER 31, 1993

U.S. Treasury securities $ 10,553 $ 41 $ 3 $ 10,591
U.S. Agency securities 6,301 47 35 6,313
Municipal bonds 2,934 189 2 3,121
Other 5,427 29 -- 3,457
-------- ---- ---- --------
Total securities $ 23,216 $306 $ 40 $ 23,482
-------- ---- ---- --------
-------- ---- ---- --------

DECEMBER 31, 1992

U.S. Treasury securities $ 8,616 $154 $ 13 $ 8,757
U.S. Agency securities 5,996 46 61 5,981
Municipal bonds 2,762 157 -- 2,919
Other 5,427 35 15 5,447
-------- ---- ---- --------
Total securities $ 22,801 $392 $ 89 $ 23,104
-------- ---- ---- --------
-------- ---- ---- --------

</TABLE>

Gross gains of $1 were realized on 1992 sales. There were no sales of
securities in 1993 or 1991.

Securities having book values of $1,749 and $1,258 at December 31, 1993 and 1992
respectively, were pledged as collateral to secure public deposits and for other
purposes as required by law. At March 31, 1994, securities with book values of
$1,749 were similarly pledged as security.

- 64 -
<PAGE>

The amortized cost and estimated market value of investment securities by
contractual maturity are shown below. Expected maturities differ from
contractual maturities because debt issuers may have the right to call or prepay
obligations, with or without call or prepayment penalties.

December 31, 1993 December 31, 1992 March 31, 1994
------------------------ ------------------------ ------------------------
Estimated Estimated Estimated
Amortized Market Amortized Market Amortized Market
Cost Value Cost Value Cost Value
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Due in one year or less $ 7,337 $ 7,382 $ 7,591 $ 7,693 $ 6,979 $ 6,978
Due after one year through five years 11,440 11,540 12,018 12,093 15,815 15,766
Due after five years 4,439 4,560 3,192 3,318 3,692 3,638
------- ------- ------- ------- ------- -------
$23,216 $23,482 $22,801 $23,104 $26,486 $26,382
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------

</TABLE>

NOTE 4 - LOANS
Dollars in thousands

December 31, March 31,
----------------------- ---------
1993 1992 1994
-------- -------- --------
<S> <C> <C> <C>
Commercial $ 7,870 $ 8,158 $ 8,321
Agricultural 4,371 4,133 3,730
Real estate 8,993 8,179 8,941
Consumer 2,146 2,220 2,090
------- ------- -------
Total loans $23,380 $22,690 $23,082
------- ------- -------
------- ------- -------

</TABLE>

Loans on which the accrual of interest had been discontinued totaled $158 at
December 31, 1992. At December 31, 1993 and 1992, there were no commitments to
lend additional funds to borrowers whose loans are classified as non-accrual.
Loans past due 90 days or more totaled $3 at December 31, 1993; related accrued
interest was insignificant.

- 65 -

<PAGE>

Maturity and repricing of Valley Bank's portfolio is as follows:

December 31, March 31,
----------------------- ---------
1993 1992 1994
-------- -------- --------
<S> <C> <C> <C>
Fixed rate maturing in:
Three months or less $ 224 $ 653 $ 299
Over three months through twelve months 961 1,130 861
Over one year through five years 4,035 3,403 3,364
Over five years 718 503 731
------- ------- -------

Total fixed rate loans 5,938 5,689 5,255
------- ------- -------
Floating rate maturing in:
Three months or less 17,442 16,843 17,827
------- ------- -------

Total floating rate loans 17,442 16,843 17,827
------- ------- -------

Nonaccrual loans -- 158 --
------- ------- -------
Total loans $23,380 $22,690 $23,082
------- ------- -------
------- ------- -------

</TABLE>

Credit risk assets were as follows:

December 31, March 31,
----------------------- ---------
1993 1992 1994
-------- -------- --------
<S> <C> <C> <C>
NONPERFORMING ASSETS
Nonaccrual loans $ -- $158 $ --
Other real estate owned 559 694 323
------- ------- -------
Total nonperforming assets $559 $852 $323
------- ------- -------
------- ------- -------
Accruing loans past 90 days or more $ 3 -- --

</TABLE>

- 66 -
<PAGE>

NOTE 5 - ALLOWANCE FOR CREDIT LOSSES
Dollars in thousands

Transactions in the allowance for credit losses follow:

December 31, March 31,
----------------------- ---------
1993 1992 1994
-------- -------- --------
<S> <C> <C> <C>
Beginning balance $ 631 $ 446 $ 717
------- ------- -------
Loan charge-offs 36 46 --
Loan recoveries 2 111 1
------- ------- -------
Net charge-offs 34 (65) (1)
Provision for loan losses 120 120 --
------- ------- -------
Ending balance $ 717 $ 631 $ 718
------- ------- -------
------- ------- -------

</TABLE>

NOTE 6 - PREMISES AND EQUIPMENT
Dollars in thousands

Premises and equipment follow:

December 31, March 31,
----------------------- ---------
1993 1992 1994
-------- -------- --------
<S> <C> <C> <C>
Land $ 148 $ 151 $ 148
Buildings 855 856 855
Furniture and equipment 502 516 505
Leasehold improvements 3 -- 3
------- ------- -------
1,508 1,523 1,511
Accumulated depreciation and amortization (645) (595) (656)
------- ------- -------
Net premises and equipment $ 863 $ 928 $ 855
------- ------- -------
------- ------- -------

</TABLE>

NOTE 7 - OTHER REAL ESTATE OWNED
Dollars in thousands

Real estate owned consists of properties obtained through foreclosure and
property that while not foreclosed have a judgment obtained through a court of
law. At December 31, 1993 and 1992, $212 was included as a performing loan
resulting from the sale of real property owned. As of March 31, 1994 that loan
was carried as a loan asset. Subsequent to March 31, 1994, $18 has been paid in
satisfaction of a judgment, reducing the other real estate owned account to one
farm property. Valley Bank believes the valuation to be realistic and the
valuation supported by appraisal. Income and expense related to other real
estate owned and with related gains and losses on their disposition are included
in noninterest income and expense.

- 67 -
<PAGE>

NOTE 8 - INTEREST BEARING DEPOSITS
Dollars in thousands

Interest bearing deposits and interest paid on those deposits follow:

December 31,
-----------------------------------------------------
1993 1992 March 31,1994
----------------------- ----------------------- -----------------------
Deposits Interest Deposits Interest Deposits Interest
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
NOW and money market accounts $17,949 $ 503 $16,098 $ 511 $17,947 $128
Savings accounts 11,265 322 10,276 300 11,623 86
Certificates of deposit over $100,000 2,885 104 3,233 143 3,093 26
Other certificates of deposit 12,603 471 13,257 645 12,539 110
------- ------ ------- ------ ------- ----
Total $44,702 $1,400 $42,864 $1,599 $45,202 $350
------- ------ ------- ------ ------- ----
------- ------ ------- ------ ------- ----

</TABLE>

Certificates of deposit are scheduled to mature as follows:

December 31, 1993 December 31, 1992 March 31, 1994
----------------------- ----------------------- -----------------------
Under $100,000 Under $100,000 Under $100,000
$100,000 and over $100,000 and over $100,000 and over
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Three months or less $ 6,228 $1,030 $ 6,477 $1,728 $ 4,562 $1,356

Over three months through
twelve months 5,007 1,855 5,563 1,264 6,617 1,737

Over one year through five years 1,368 -- 1,217 241 1,360 --
------- ------ ------- ------ ------- ------
$12,603 $2,885 $13,257 $3,233 $12,539 $3,093
------- ------ ------- ------ ------- ------
------- ------ ------- ------ ------- ------

</TABLE>

- 68 -
<PAGE>

NOTE 9 - PROVISION FOR FEDERAL INCOME TAXES
Dollars in thousands

The provision for federal income taxes consisted of the following:

Three months ended
Year ended December 31, March 31,
------------------------------------ ---------------------
1993 1992 1991 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Currently payable $14 $46 $-- $62 $ 75
Deferred -- 30 30 30 30
--- --- --- --- ----
$14 $76 $30 $92 $105
--- --- --- --- ----
--- --- --- --- ----

</TABLE>

NOTE 10 - COMMITMENTS AND CONTINGENT LIABILITIES
Dollars in thousands

In the normal course of business Valley Bank has outstanding various commitments
such as letters of credit and commitments to extend credit which are not
reflected in the accompanying financial statements. Outstanding loan
commitments at December 31, 1993 totaled $3,508, consisting primarily of the
undisbursed portion of agricultural related production loans and letters of
credit totaling $35. In the opinion of management, there are no commitments to
extend credit which represent unusual risks.

NOTE 11 - RELATED PARTY TRANSACTIONS
Dollars in thousands

Loans to directors, executive officers and their associates are subject to
regulatory limitations. Such loans, which are within the regulatory
limitations, totaled $533 and $807 at December 31, 1993 and 1992, respectively.
During 1993, $1,010 of new loans were made and repayments totaled $1,284.
During 1992, $391 of new loans were made, and repayments totaled $87.

NOTE 12 - EMPLOYEE BENEFITS, PROFIT SHARING, OTHER RELATED
Dollars in thousands

Valley Bank has a non-contributory money purchase retirement plan. All
employees over age 21 are eligible to enter on the first July 1 or January 1
after completing one year of employment. Valley Bank has contributed 5% of
total salaries of eligible employees. The plan is administered by the trust
department of U.S. National Bank of Washington with administrative fees paid by
Valley Bank. Employees are vested depending upon seniority up to 100% of their
interest in the plan and all employees are 100% vested in case of termination or
cancellation of the plan. There is no unfunded liability of Valley Bank to the
plan.

NOTE 13 - REGULATORY MATTERS
Dollars in thousands

- 69 -
<PAGE>

Banking regulations require Valley Bank to maintain certain minimum capital
levels in relation to its assets. At March 31, 1994, the required minimum
ratio of Tier 1 and total capital to risk-weighted assets was 4.00% and 8.00%,
respectively. Valley Bank's Tier 1 and total capital ratios, as defined by
regulations, were 17.28% and 18.54%, respectively. Banking regulations also
require that banks maintain a minimum ratio of core capital to total assets (the
"leverage" ratio) of 3%. Valley Bank's leverage ratio at March 31, 1994 was
14.57%.

State banking regulations limit the payment of dividends in excess of Valley
Bank's retained earnings without prior approval of the Director of Banking. The
Director of Banking has the discretionary authority to restrict or suspend any
dividend payment. Valley Bank is not under any such restrictions.

NOTE 14 - CONCENTRATION OF CREDIT RISK
Dollars in thousands

Valley Bank has no concentration of credit that in the opinion of management and
the Board of Directors represents any undue risk to Valley Bank. Lending by its
nature carries an element of risk which is considered to be managed for minimal
loss potential.

- 70 -

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
THE RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 1994

The following analysis of Valley Bank's financial condition and results of
operations, as of and for the three month period ending March 31, 1994, should
be read in conjunction with the Financial Statements of Valley Bank and
statistical data presented elsewhere herein.

RESULTS OF OPERATIONS

NET INCOME. Valley Bank's net income of $180,000 for the first quarter of
1994 was $41,000 less than the Bank's net income of $221,000 for the first
quarter of 1993 due primarily to a decrease in net interest income. 1993 was
favorably affected by a recovery on a non-performing credit totalling $63,000
before tax. Annualized return on average assets for the quarter was 1.18%
compared to 1.55% for the same quarter of 1993. Annualized return on average
equity was 8.53% compared to 11.27% for the same quarter of 1993.

NET INTEREST INCOME. Net interest income was $551,000 for the quarter
ended March 31, 1994 versus $620,000 for the same quarter of 1993. The decline
is attributed to reduction in investments earnings in a declining interest
market.

NON-INTEREST INCOME AND EXPENSE. Non-interest income increased 5% to
$85,000 for the quarter ended March 31, 1994 while non-interest expense
increased 8% to $373,000 for the quarter ended March 31, 1994 from $346,000
for the same quarter of 1993 due primarily to a reduction in expenses taken
in the first quarter of 1993 due to recovery of previously incurred legal
expenses.

FINANCIAL CONDITION

ASSETS. Total assets increased to $62,339,000 at March 31, 1994, a 9%
increase over $57,311,000 of the first quarter of 1993. Asset quality remained
good at March 31, 1994 with total non-performing assets including other real
estate owned of $323,000 compared to $944,000 at March 31, 1993. The Board of
Directors determined that no additional contribution was needed for the loan
loss reserve.

LOANS AND DEPOSITS. Loans increased from $22,929,000 at March 31, 1993 to
$23,082,000 at March 31, 1994 and deposits increased 9% to $53,463,000 at March
31, 1994 from $48,951,000 at March 31, 1993.

LIQUIDITY. Capital adequacy continues to be strong. Stockholders' equity
increased 6% to $8,523,000 at March 31, 1994 from $8,027,000 at March 31, 1993
and represented 14% of total assets at March 31, 1994 and 1993.

- 71 -
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
THE RESULTS OF OPERATIONS FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 1993

The following analysis of Valley Bank's financial condition and results of
operations as of and for the three year period ended December 31, 1993, should
be read in conjunction with the Financial Statements of Valley Bank and
statistical data presented elsewhere herein.

OVERVIEW
The 1993 year-end deposits grew by 8% from the previous year end while loan
growth remained relatively flat. This should be interpreted as a trend
indicator, not a ceiling on performance. Total assets grew by over $4.5
million, exceeding the $60 million mark for the first time in Valley Bank's
history. Valley Bank's 13.1% capital-to-assets ratio at December 31,1993
remains well above industry standards.

Valley Bank voted an $83.00 per share cash dividend to shareholders of
record on December 31, 1993. The 1993 undistributed earnings ($290.29 per
share) has been added to retained earnings, now totaling $5,358,000.

RESULTS OF OPERATIONS

NET INCOME. Net income for the year ended December 31, 1993 was $763,000
which was 13% lower than 1992's $872,000. 1992 earnings were enhanced by a
recovery of $47,000 after tax from Washington Public Power Supply Bonds ("WPPS")
which had been charged off in 1985. 1992 earnings, excluding the 1992 WPPS
recovery, were up 26% from 1991 earnings of $656,000. Return on average assets
was 1.30% in 1993, 1.58% in 1992 and 1.32% in 1991. Return on average equity
was 9.26% in 1993, 11.63% in 1992 and 9.54% in 1991.

NET INTEREST INCOME. Net interest income continued to increase in 1993
continuing a five-year trend. Net interest income for the year ended December
31, 1993 was $2,326,000 compared to $2,299,000 for a year earlier, an increase
of 1%. This increase was in the face of modest loan growth and sharply
reduced income generated by the Bank's investment portfolio due to a record low
interest rate environment. Net interest income increased for the year ended
December 31, 1992 to $2,299,000 from $2,036,000, or 13%, for the year ended
December 31, 1991 as a result of an increase in earning assets supported
primarily by noninterest-bearing funds.

NON-INTEREST INCOME. Non-interest income is on an increasing trend line
although it decreased by 8% to $414,000 for the year ended December 31, 1993
from December 31, 1992 when it was $451,000. Had the above-referenced WPPS
recovery of $71,000 before tax not taken place in 1992, non-interest income
would have risen from $380,000 to $414,000 or 9%. Non-interest income
increased 13% in 1991 over 1990.

NON-INTEREST EXPENSE. Non-interest expense increased to $1,469,000 in
1993, a modest 4% increase over the previous year. The efficiency ratio,
calculated as noninterest expense divided by the sum of net interest income and
noninterest income was 53.6% in 1993, 51.2% in 1992, and 58.1% in 1991. The
efficiency ratio deteriorated slightly from 1992 primarily as a function of
decreased noninterest income and increased noninterest expense.

- 72 -
<PAGE>

FINANCIAL CONDITION

INVESTMENTS. A substantial portion of the Bank's earning assets are held
in investment quality securities. The portfolio is managed to provide secondary
liquidity and to generate income within the confines of maintaining a high
quality investment portfolio.

Total investments increased 10% at December 31, 1993 to $34,965,000 from
$31,750,000 at December 31, 1992 reflecting deposit growth that exceeded loan
demand. The investment portfolio consists primarily of U.S. Government and
agency obligations, municipal obligations, investment grade corporate
obligations and federal funds sold. The average maturity of the portfolio,
excluding federal funds, is slightly over 3.5 years. Valley Bank has
historically had the intent and the ability to hold investments to maturity. At
year end 1993, the unrealized gain in the portfolio was $266,000.

LOANS. Loans grew a modest 3% at December 31, 1993 to $23,380,000 from
$22,690,000 at December 31, 1992 after growing 9% in 1992 from $20,759,000 at
December 31, 1991 and 2% in 1991 from $20,298,000 at December 31, 1990. Loan
quality remains high with the Bank experiencing a net cumulative loan loss of
$64,000 over the three-year period. Cumulative loan losses is defined as the
net between those amounts charged to loan loss reserve and recoveries on loans
previously charged off. At year end 1993 the reserve for loan losses stood at
$717,000 or 3.23% of loans outstanding compared to $631,000 or 2.78% of loans
outstanding at December 31, 1992. The Bank feels its allowance for credit
losses is adequate to cover potential loan losses.

DEPOSITS. Deposit growth was 8% to $54,613,000 at December 31, 1993, from
$50,544,000 at December 31, 1992, 12% at year end 1992, from $45,103,000 at year
end 1991 and 13% at year end 1991 from $39,861,000 at year end 1990. Deposit
growth has been strongest in Demand Deposits and Money Market deposit accounts
with negative growth in Time Deposits. Lower interest rates in 1993 caused some
time deposit holders to seek alternative investments. The deposit growth in
Demand and Money Market deposits add to the important core deposits of the Bank
and typically carry a lower interest cost than Time Deposits.

LIQUIDITY. The Bank maintains a high level of liquidity in cash and
current maturities in the investment account. Federal funds lines are provided
by several correspondent banks which provide an additional source for unforeseen
liquidity needs. There have been no usage of the federal funds line during the
last three years. The Bank feels that adequate liquidity is maintained for day
to day and seasonal fluctuations and contingency plans are adequate for any
dramatic changes in market condition.

INFLATION. Assets and liabilities of a financial institution are
principally monetary in nature. Accordingly, interest rates, which generally
move with the rate of inflation, have potentially the most significant effect on
Valley Bank's net interest income. Valley Bank tries to limit the impact of
inflation on rates and net interest margins by attempting to match maturities of
interest-bearing liabilities and interest-bearing assets within determined
guidelines.

- 73 -
<PAGE>

STATISTICAL INFORMATION AND ANALYSIS

The following tables present certain statistical information regarding
Valley Bank and should be read in connection with Valley Bank's Financial
Statements and Notes set forth elsewhere in this Proxy Statement/Prospectus.
Statistical information for Valley Bank concerning average balances and
analyses of net interest earnings and change in interest cannot be compiled
without undue burden and expense.

VALLEY BANK
INVESTMENT PORTFOLIO
AS OF DECEMBER 31, 1991 - 1993

(Dollars in thousands) ------------------------------------------
1993 Book 1992 Book 1991 Book
Value Value Value
------------------------------------------
<S> <C> <C> <C>
U.S. Treasury obligations $10,553 $ 8,616 $ 7,564
U.S. Government sponsored agencies 6,301 5,996 3,179
Municipal obligations 2,934 2,762 3,987
Other investments 3,428 5,427 4,689
------------------------------------
Total $23,216 $22,801 $19,419
------------------------------------
------------------------------------
</TABLE>

INVESTMENT PORTFOLIO MATURITY SCHEDULE
AS OF DECEMBER 31, 1993

------------------------------------------------------------------------
(Dollars in thousands) Within 1 - 5 6 - 10 After 10
1 Year Years Years Years Total
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
U.S. Treasury obligations
Carrying amount $5,536 $ 5,017 $ -- $ -- $10,553
Weighted average yield 5.61% 4.25% -- -- 4.96%

U.S. Government agency obligations
Carrying amount $ 505 $ 2,974 $ 580 $ 2,242 $ 6,301
Weighted average yield 5.17% 4.45% 6.85% 5.72% 5.18%

Municipal obligations
Carrying amount $ 230 $ 1,223 $1,481 -- $ 2,934
Weighted yield 4.22% 5.81% 5.94% -- 5.75%

Other
Carrying amount $1,066 $ 2,226 -- $ 136 $ 3,428
Weighted yield 5.36% 5.53% -- 5.10% 5.46%

-------------------------------------------------------------------
Total Carrying Amount $7,337 $11,440 $2,061 $2,378 $23,216
-------------------------------------------------------------------
-------------------------------------------------------------------

Total Market Value $7,382 $11,540 $2,320 $2,240 $23,482
-------------------------------------------------------------------
-------------------------------------------------------------------
</TABLE>

Yields on tax exempt obligations have not been computed on a tax equivalent
basis.

- 74 -
<PAGE>

VALLEY BANK
LOAN PORTFOLIO
AS OF DECEMBER 31, 1989 - 1993

<TABLE>
<CAPTION>
------------------------------------------------------
(Dollars in thousands) 1993 1992 1991 1990 1989
------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commercial $ 7,870 $ 8,158 $ 7,979 $ 8,267 $ 7,951

Agricultural 4,371 4,133 3,296 3,539 3,093

Real estate 8,993 8,179 6,662 5,726 5,005

Consumer 2,146 2,220 2,822 2,766 2,529

------------------------------------------------------
Total $23,380 $22,690 $20,759 $20,298 $18,578
------------------------------------------------------
------------------------------------------------------
</TABLE>

LOAN PORTFOLIO MATURITY SCHEDULE
AS OF DECEMBER 31, 1993

(Dollars in thousands)
<S> <C>
Fixed rate loans with a remaining maturity of:
Three months or less $ 224
Over three months through twelve months 961
Over one year through five years 4,035
Over five years 718
-------
5,938

Variable rate loans with a repricing
frequency of quarterly or more frequently 17,442

Total loans $23,380
-------
-------
</TABLE>

- 75 -
<PAGE>

VALLEY BANK
PAST DUE AND NONACCRUAL LOANS
AS OF DECEMBER 31, 1989 - 1993

------------------------------------------------------------------------
1993 1992 1991 1990 1989
------------------------------------------------------------------------
(Dollars in thousands)

<S> <C> <C> <C> <C> <C>
Past due 90 days or more
and still accruing $ 3 $ -- $-- $194 $ 1

Nonaccrual loans -- 158 37 14 55

------------------------------------------------------------------------
Total $ 3 $158 $37 $208 $ 56
------------------------------------------------------------------------
------------------------------------------------------------------------
</TABLE>

The policy of Valley Bank is to discontinue the accrual of interest on loans
when principal or interest is considered to be doubtful of collection, including
loans on which payments are 90 days or more in arrears. Interest income on
nonaccrual loans is recognized only to the extent payments are received.

NONACCRUAL LOAN DETAIL
AT DECEMBER 31, 1993
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
1993 Interest 1993 Interest
Income Earned Income
If Accruing Recorded
-------------------------------------------
<S> <C>
$11 $7
-------------------------------------------
-------------------------------------------
</TABLE>

- 76 -
<PAGE>

VALLEY BANK
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
YEARS ENDED DECEMBER 31, 1989 - 1993

----------------------------------------------------------------------
1993 1992 1991 1990 1989
----------------------------------------------------------------------
(Dollars in thousands)

<S> <C> <C> <C> <C> <C>
Balance at beginning of period $631 $446 $421 $186 $181

Charge-offs:
Commercial 35 45 18 -- 82
Real estate -- -- 81 -- --
Consumer 1 1 2 -- --
----------------------------------------------------------------------
Total 36 46 101 -- 82

Recoveries:
Commercial 1 7 2 -- 35
Real estate -- 101 4 125 --
Consumer 1 3 -- -- --
----------------------------------------------------------------------
Total 2 111 6 125 35

Net charge-offs/(recoveries) 34 (65) 95 (125) 47
Additions charged to operations 120 120 120 110 52
----------------------------------------------------------------------
Balance at end of period $717 $631 $446 $421 $186
----------------------------------------------------------------------
----------------------------------------------------------------------

Ratio of net charge-offs/(recoveries) during
the period to average loans
outstanding during the period .15% (.30)% .46% (.64)% .27%
----------------------------------------------------------------------
</TABLE>

- 77 -
<PAGE>

VALLEY BANK

ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

AS OF DECEMBER 31, 1989 - 1993

1993 1992 1991
-------------------------------- ------------------------------ -------------------------------

% of Loans % of Loans % of Loans
Per Category Per Category Per Category
Amount To Total Lns Amount To Total Lns Amount Amount
---------- ------------- ---------- ------------ ---------- -------------

<S> <C> <C> <C> <C> <C> <C>
Commercial $241 33.66% $227 35.95% $171 38.44%
Agricultural 134 18.70% 115 18.22% 71 15.88%
Real estate 276 38.46% 227 36.05% 143 32.09%
Consumer 66 9.18% 62 9.78% 61 13.59%
---------- ------------- ---------- ------------ ---------- -------------
Total $717 100.00% $631 100.00% $446 100.00%
---------- ------------- ---------- ------------ ---------- -------------
---------- ------------- ---------- ------------ ---------- -------------

1990 1989
------------------------------- -------------------------------
% of Loans % of Loans
Per Category Per Category
Amount To Total Lns Amount To Total Lns
---------- ------------- ---------- ------------

<S> <C> <C> <C> <C>
Commercial $172 40.73% $ 80 42.80%
Agricultural 73 17.43% 31 16.65%
Real estate 119 28.21% 50 26.94%
Consumer 57 13.63% 25 13.61%
---------- ------------- ---------- ------------

Total $421 100.00% $186 100.00%
---------- ------------- ---------- ------------
---------- ------------- ---------- ------------
</TABLE>

- 78 -
<PAGE>

VALLEY BANK
DEPOSIT ANALYSIS
BASED ON AVERAGES
YEARS ENDED DECEMBER 31, 1991 - 1993

1993 1992 1991
-------------------------- --------------------------- ---------------------------
Average Average Average Average Average Average
Amount Rate Paid Amount Rate Paid Amount Rate Paid
---------- --------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Noninterest bearing demand deposits $8,158 na $7,212 na $5,769 na
Interest bearing demand deposits 9,331 3.46% 9,553 3.46% 7,030 5.32%
Savings deposits 15,816 3.17% 13,243 3.62% 10,612 5.06%
Certificates of deposit 15,506 3.71% 17,059 4.62% 18,052 6.46%
Total $48,811 2.87% $47,067 3.40% $41,463 5.01%
---------- ----------- ----------
---------- ----------- ----------

TIME DEPOSIT MATURITY SCHEDULE
</TABLE>

AS OF DECEMBER 31, 1993

-----------------------------------------
3 Months 3 - 12 Over
(Dollars in thousands) Or Less Months One Year
-----------------------------------------
<S> <C> <C> <C>
$100,000 or more $ 1,030 $ 1,855 $ --
---------- ---------- --------
---------- ---------- --------
</TABLE>

- 79 -
<PAGE>

VALLEY BANK
RETURN ON EQUITY AND ASSETS
YEARS ENDED DECEMBER 31, 1991 - 1993

1993 1992 1991
------ ------ ------
<S> <C> <C> <C>
Return on average assets 1.30% 1.58% 1.32%

Return on average equity 9.26% 11.63% 9.54%

Dividend payout ratio 22.28% 13.19% 15.55%

Average equity to average assets 14.00% 13.56% 13.86%

</TABLE>

- 80 -
<PAGE>

COMPARISON OF WEST ONE COMMON STOCK AND VALLEY BANK COMMON STOCK

GENERAL

Upon consummation of the Reorganization, shareholders of Valley Bank will
become shareholders of West One, an Idaho corporation. Thus the Idaho Business
Corporation Act and West One's Articles of Incorporation ("Articles") and Bylaws
will govern the rights of the Valley Bank shareholders who become shareholders
of West One. Since the Articles and Bylaws of West One and Valley Bank are not
the same, the Reorganization will result in certain differences in the rights of
the holders of Valley Bank's Common Stock. The following is a summary of
certain of the more significant differences.

AUTHORIZED CAPITAL

West One is authorized to issue 75,000,000 shares of Common Stock, having a
par value of $1.00 per share (the "West One Common Stock"), of which 35,053,977
shares were outstanding on May 31, 1994, held by approximately 7,016
shareholders of record, and 5,000,000 shares of Cumulative Preferred Stock, par
value $1.00 per share, issuable in series, of which 150,000 are reserved for
issuance under West One's Shareholder Rights Plan (the "Preferred Stock"). As
of May 31, 1994, a total of 2,492,547 shares of West One Common Stock was
reserved for issuance pursuant to West One's stock incentive program. On
July 2, 1991, West One issued $50 million of 7-3/4% convertible subordinated
debentures due 2006. These debentures are convertible to West One Common Stock
at the rate of $18.605 per share. If all debentures were converted, 2,687,450
shares of West One Common Stock would be issued. As of May 31, 1994, none of
these debentures had been converted into West One Common Stock. Therefore, the
number of authorized shares of West One Common Stock which were available for
other corporate purposes as of May 31, 1994, was 34,766,026.

Valley Bank is authorized to issue 2,200 shares of common stock, having a
par value of $100.00 per share, of which 2,044 shares are outstanding, held by
53 shareholders of record.

VOTING RIGHTS

GENERAL. The holders of West One Common Stock and the holders of Valley
Bank Common Stock are entitled to one vote per share. In elections for
directors, the holders of West One Common Stock may cumulate their votes.
Therefore, in the election of directors, each holder is entitled to the number
of votes equal to the number of shares held multiplied by the number of
directors to be elected. Each West One shareholder may cast all such votes for
a single nominee for director or may distribute such votes among one or more
nominees to be voted for as the shareholder may see fit. The holders of Valley
Bank Common Stock do not have cumulative voting rights. The absence of
cumulative voting means that a nominee for director must receive the votes of a
plurality of the shares voted in order to be elected.

SPECIAL VOTES FOR CERTAIN TRANSACTIONS. West One's Articles of
Incorporation contain provisions requiring special shareholder votes to approve
certain types of transactions. In the absence of those provisions, either the
transactions would require approval by a majority of the shares voted at a
special meeting or no shareholder vote would be required. As permitted by Idaho
law, certain "Business Combinations" involving West One require the affirmative
vote of at least 80% of the outstanding shares of shareholders entitled to vote

- 81 -
<PAGE>

in the election of director and held by shareholders who are not Interested
Persons (generally, "Interested Persons" are defined as shareholders owning 20%
or more of the voting stock of West One). In the absence of these provisions,
Idaho law would require only a majority vote of the outstanding shares to
approve mergers, consolidations and most other business combinations. The
"Business Combinations" subject to these requirements include: (1) any merger,
consolidation, or other business reorganization or combination of West One or
any of its subsidiaries with or into an Interested Person (or affiliate); (2)
any sale, lease or exchange by West One or subsidiary of more than 10% of West
One's assets to an Interested Person (or affiliate); (3) any issue of any stock
or securities of West One or any of its subsidiaries to an Interested Person (or
affiliate); (4) any reclassification, exchange of shares or other
recapitalization that would have the effect of increasing the proportion of
shares of West One Common Stock or other capital stock of West One (or a
subsidiary of West One) beneficially owned by an Interested Person; or (5) any
agreement, contract or other arrangement providing for any of the foregoing
transactions.

West One's special shareholder vote requirements for certain "Business
Combinations" do not apply in cases when the transaction is approved by two-
thirds of those members of the Board of Directors of West One who (1) were
directors (herein "Continuing Directors") immediately prior to the time that the
Interested Person became an Interested Person and (2) who are not the Interested
Person or an affiliate of the Interested Person; provided that these Continuing
Directors who consider the transaction constitute a majority of the entire board
of directors.

The above approval requirements are in addition to the requirement under
Idaho law that certain business combinations, including mergers and
consolidations, be approved by a majority vote of the shares of West One Common
Stock.

These provisions may be amended, altered or repealed only by 80% of the
outstanding shares of voting stock of West One which are not beneficially owned
by an Interested Person.

These provisions are intended to encourage potential takeover bidders to
engage in negotiation with the Board before attempting a takeover so that the
Board can properly assess the impact of an affiliation with the bidder or obtain
appropriate terms for all shareholders in any proposed Business Combination. If
the potential takeover bidder is unwilling to obtain prior Board approval, or
the Board refuses to grant approval, these provisions are designed to give West
One's shareholders protection not otherwise presently available under Idaho law.
If Board approval is not obtained, the proposed transaction must be on terms
sufficiently attractive to obtain approval by an 80% vote of the outstanding
shares not held by Interested Persons or affiliates.

These requirements substantially increase the overall vote required to
approve the transaction and, depending on how many votes are held by the
Interested Person, may require a percentage approaching 100%. As a result, the
Board and management may be able to obtain veto power over any proposed takeover
by refusing to approve the proposed Business Combination and obtaining
sufficient votes to defeat the additional approval requirement. In addition, if
Board approval is not obtained by the potential takeover bidder, a minority of
West One's shareholders could effectively block a proposed Business Combination.
These provisions also tend to assist the Board and, therefore, management in

- 82 -
<PAGE>

retaining their present positions. If the Board does not grant its prior
approval, a takeover bidder may still proceed with a tender offer or other
purchases of West One Common Stock although the resulting acquisition may be
more difficult and consequently more expensive. Because of increased expenses
and the tendency of these provisions to discourage competitive bids, a potential
takeover bid may never be made, and if made the price offered to shareholders
may be lower.

Neither Valley Bank's Articles of Incorporation nor its Bylaws contain any
similar provisions. Washington law requires a vote of two-thirds of the
outstanding shares entitled to vote to approve a merger.

BOARD OF DIRECTORS

DIRECTOR LIABILITY. Idaho law provides that a corporation's articles of
incorporation may include a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary
damages resulting from certain breaches of fiduciary duties. The West One
Articles of Incorporation contain such a provision. This provision was adopted
by the West One shareholders at the West One annual meeting on April 21, 1988.
The Valley Bank Articles of Incorporation, as amended, contain no comparable
provision.

Under Idaho law, directors may be indemnified for liabilities incurred in
connection with specified actions (other than any action brought by or in the
right of the corporation) if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. The same standard of
conduct is applicable for indemnification in the case of derivative actions
brought by or in the right of the corporation, except that in such cases Idaho
law authorizes indemnification only for expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such cases. Moreover,
Idaho law requires court approval before there can be any such indemnification
where the person seeking indemnification has been found liable to the
corporation in a derivative action. Idaho law states expressly that the
indemnification provided by or granted pursuant to the statute is not deemed
exclusive of any nonstatutory indemnification rights existing under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise. The
West One Articles of Incorporation generally require that West One provide
indemnification and advancement of expenses to the fullest extent permitted by
Idaho law on the date the indemnification provision was adopted by West One
shareholders and to any greater extent thereafter permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling West One pursuant
to the foregoing provisions, West One has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

Valley Bank is required by Washington law to indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any proceedings
to which the director was a party because of being a director of Valley Bank,
against reasonable expenses incurred by the director in connection with the
proceeding. In addition, a director of Valley Bank who is a party to a

- 83 -
<PAGE>

proceeding may also apply for indemnification or the advance of expenses to the
court conducting the proceeding or to another court of competent jurisdiction.

CLASSIFIED BOARD. The Articles of Incorporation and Bylaws of West One
provide for a classified board of directors. The Board of West One is divided
into three approximately equal classes. Each class holds office for a term of
three years, but only one class comes up for election each year. The
affirmative vote of at least 80% of the total number of outstanding shares of
West One Common Stock is required to amend the provisions of the Articles of
Incorporation and Bylaws providing for a classified Board. These provisions are
designed to assure continuity and stability in the Board's leadership policies.

These provisions extend the time required to make any change in control of
the Board. Under the Articles of Incorporation and Bylaws of West One, it takes
at least two annual meetings for a majority of shareholders to make a change in
control of the Board, since only a minority of the directors will be elected at
each meeting. In addition, because certain actions require more than majority
approval of the Board, it takes three annual meetings for a controlling block of
shareholders to obtain complete control of the Board.

Because of the additional time required to change control of the board,
these provisions tend to perpetuate present management. These provisions may
tend to discourage tender offers, even tender offers which some shareholders may
feel would be in their best interests. In addition, these provisions make it
more difficult for the shareholders to change the composition of the Board even
if the shareholders believe such a change would be desirable.

Valley Bank's Articles and Bylaws do not provide for a classified board.
Valley Bank's entire board of directors is elected annually.

NOMINATIONS FOR DIRECTORS. The Bylaws of West One provide that nominations
of candidates for election as directors of West One must be made in writing and
delivered to or received by the secretary of West One 90 days prior to an annual
meeting of shareholders. This provision avoids surprise nominations and ensures
that there is adequate time for West One and its shareholders to be informed of
the backgrounds and qualifications of candidates for election as directors.
However, it could be viewed as "anti-takeover" in nature since it may discourage
some persons from attempting to acquire control of West One by lengthening the
time required for a proxy contest or the election of a majority of the
directors. It may thereby make it more difficult for shareholders to nominate
candidates and may give an advantage to incumbent directors' nominees.

Valley Bank has no similar provision in its Bylaws.

REMOVAL OF DIRECTORS. West One's Articles of Incorporation include
provisions stating that directors may be removed by the shareholders only for
cause and only upon the affirmative vote of the holders of at least 80% of the
outstanding shares of West One's capital stock which are not beneficially owned
by an Interested Person. The effect of these provisions is that it will be more
difficult to remove directors and change management of West One, even if the
holders of more than a majority of shares of West One Stock believe that removal
is in the best interests of West One. These provisions therefore tend to assist
management in retaining their present positions.

- 84 -
<PAGE>

Valley Bank's Bylaws do not specifically provide for the removal of
Directors, but they do allow the shareholders of Valley Bank, at the Annual
Meeting, to designate the number of members of which the Board of Directors
shall consist for the ensuing year.

SHAREHOLDER MEETINGS

Idaho law provides that a special meeting of shareholders may be called by
the board of directors of a corporation, or by the holders of at least one-fifth
of all shares entitled to vote at a meeting. Under West One's Bylaws, special
meetings may be called by the Chairman of the Board of Directors, by the Chief
Executive Officer, by the President, or by the Board of Directors. Further, the
President or the Board of Directors must call a special meeting at the request
of the holders of at least one-fifth of all the outstanding shares entitled to
vote at the meeting.

Valley Bank's Bylaws state that special meetings may be held at any time
pursuant to a resolution of the Board of Directors or to a call signed by
shareholders holding forty percent of Valley Bank's Common Stock, or on the call
of the President.

AMENDMENT OF ARTICLES AND BYLAWS

WEST ONE. The Idaho Code sets forth the procedures to amend the articles
of incorporation of an Idaho corporation. In this regard, the board of
directors of West One must adopt a resolution setting forth the proposed
amendment and directing that it be submitted to a vote at a meeting of
shareholders, which may be either the annual or a special meeting. The proposed
amendment will be adopted upon the affirmative vote of the holders of a majority
of the shares entitled to vote thereon, unless any class of shares is entitled
to vote thereon as a class, in which event the proposed amendment will be
adopted upon the affirmative vote of the holders of a majority of the shares of
each class of shares entitled to vote thereon as a class and of the total shares
entitled to vote thereon. The resolution may incorporate the proposed amendment
in restated articles of incorporation which contain a statement that except for
the designated amendment the restated articles of incorporation correctly set
forth without change the corresponding provisions of the articles of
incorporation as theretofore amended, and that the restated articles of
incorporation together with the designated amendment supersede the original
articles of incorporation and all amendments thereto. In lieu of the foregoing
procedure, a resolution setting forth the proposed amendment may be submitted
directly, by the holders of not less than one-tenth of all the shares entitled
to vote at the meeting, without directors' action, to a vote at a meeting of
shareholders, which may be either the annual or a special meeting, or the
resolution and amendment may be adopted without any meeting if written consent
thereto is given by all the shareholders entitled to vote thereon.

Idaho law provides that, in the absence of a different provision in the
corporation's articles of incorporation, the power to amend the bylaws is vested
in the corporation's board of directors. West One's Articles of Incorporation
are silent as to this matter.

- 85 -
<PAGE>

VALLEY BANK. Under Washington law, Valley Bank may amend its articles of
incorporation by the affirmative vote of two-thirds of its shareholders at any
annual or special meeting. Valley Bank may amend its Bylaws by the affirmative
vote of a majority of a quorum of the shareholders at any annual or special
meeting.

DISSENTERS' RIGHTS

West One is incorporated under the laws of Idaho. Under Idaho law, any
shareholder of an Idaho corporation has the right to dissent from and to obtain
payment for his shares in the event of a merger or consolidation to which the
corporation is a party. This right to dissent extends as well to any sale,
exchange, or other disposition of all or substantially all of an Idaho
corporation's assets. Idaho law provides that dissenters' rights do not extend
for shareholders of a surviving corporation in a merger if a vote of the
shareholders of such corporation is not necessary to authorize the merger.

Valley Bank is incorporated under the laws of Washington. A holder of
shares of a Washington corporation is entitled to exercise the rights of a
dissenting shareholder under circumstances similar to those enunciated under
Idaho law.

DIVIDEND RIGHTS

WEST ONE. Under Idaho law, a corporation may, unless otherwise restricted
by its articles of incorporation, pay dividends in cash, property or its own
shares, except where the corporation is insolvent or where the payment would
render the corporation insolvent. Dividends may be declared and paid in cash or
property only out of the unreserved and unrestricted earned surplus of the
corporation. Stock dividends, if they are declared, may be paid from the
corporation's authorized but unissued shares out of any unreserved surplus or in
treasury shares. West One's Articles of Incorporation further restrict the
payment of dividends in that no distribution of cash or property may be made to
the holders of any class of shares (a) unless all cumulative dividends accrued
on all preferred or special classes of shares entitled to preferential dividends
shall have been fully paid or (b) if the payment would reduce the remaining net
assets of West One below the aggregate preferential amount payable in the event
of involuntary liquidation to the holders of shares having preferential rights
to the assets of West One.

RESTRICTIONS ON SUBSIDIARY DIVIDENDS. The ability of West One to pay
dividends to its shareholders is affected by the ability of its subsidiary banks
to pay dividends to West One. The ability of the subsidiary banks, as well as
West One, to pay dividends in the future could be influenced by bank regulatory
requirements and guidelines pertaining to minimum ratios of Tier 1 and total
capital to risk-weighted assets and of Tier 1 capital to total assets. (See
"SUPERVISION AND REGULATION -- West One.")

West One-Idaho; Idaho First Bank; West One Bank, Washington; West One Bank,
Utah; West One Bank, Oregon and West One Bank, Oregon, S.B. are state-chartered
banks, regulated by Idaho, Washington, Utah or Oregon law and the payment of
dividends by each of them is subject to the restrictions of their respective
states applicable to the declaration of dividends by a banking corporation.
Generally, each state requires a bank, formed under that state's banking laws,

- 86 -
<PAGE>

to establish a surplus fund into which the bank must deposit a percentage of its
net profits. A bank is not generally permitted to declare or pay dividends
except from its net profits, or to pay any such dividends without at the same
time making additions to this surplus fund, until such time as its surplus fund
amounts to a state-mandated percentage of the bank's paid-in capital. Idaho law
requires the surplus fund to amount to 20% of its paid-in capital. Washington
law requires the surplus fund to amount to 25% of its paid-in capital. Utah law
requires the fund to amount to 100% of paid-in capital. Oregon law requires the
fund to amount to 50% of paid-in capital. As of December 31, 1993, each of West
One's subsidiaries had maintained their respective surplus funds in amounts
equal to or greater than the respective state-mandated percentage.

The ability of West One-Idaho; Idaho First Bank; West One Bank, Washington;
West One Bank, Utah; West One Bank, Oregon and West One Bank, Oregon, S.B. to
pay dividends is subject to the approval of state banking regulators. In
addition, the FDIC or, with respect to members of the Federal Reserve System,
the Federal Reserve Board may initiate proceedings to prohibit the payment of a
dividend which it determines would be an unsafe or unsound banking practice.
Idaho First Bank; West One Bank, Washington; West One Bank, Oregon and West One
Bank, Oregon, S.B., are supervised and regulated by the FDIC. West One-Idaho
and West One Bank, Utah are supervised and regulated by the Federal Reserve
Board. Each of these institutions is subject to certain regulations of the FDIC
and Federal Reserve Board.

At December 31, 1993, West One's banking subsidiaries were permitted to pay
up to $141 million in dividends in 1994 and in addition are permitted to pay an
amount equal to any 1994 net income to the date of declaration of the dividend.
The future payment of dividends by West One-Idaho; West One Bank, Washington;
West One Bank, Utah; West One Bank, Oregon; West One Bank, Oregon, S.B. and
Idaho First Bank could be influenced by bank regulatory requirements. (See
"SUPERVISION AND REGULATION -- West One.")

VALLEY BANK. Valley Bank disposes of its earnings according to the order
of its board of directors made at a regular or special meeting. No dividend may
be paid to Valley Bank stockholders except upon order of its Board of Directors.
Valley Bank may pay dividends subject to Washington law, which requires that the
payment of dividends not be in excess of Valley Bank's retained earnings without
the approval from the Director.

LIQUIDATION RIGHTS

Upon liquidation, dissolution or winding up of West One, whether voluntary
or involuntary, the holders of West One Common Stock are entitled to share
ratably in the assets of West One legally available for distribution to
shareholders. However, if preferred stock is issued by West One, the Board of
Directors of West One may grant preferential liquidation rights to the holders
of such stock which would entitle them to be paid out of the assets of West One
available for distribution before any distribution is made to the holders of
common stock.

The rights of holders of Valley Bank Common Stock in the event of
liquidation are substantially similar to those applicable to West One
shareholders. Under Washington law, upon dissolution or liquidation, after all
liabilities and obligations of Valley Bank have been satisfied, any remaining

- 87 -
<PAGE>

assets or proceeds shall be distributed among holders of Valley Bank Common
Stock according to their respective rights and interests.

ANTI-TAKEOVER PROVISIONS

WEST ONE

The Articles of Incorporation and Bylaws of West One contain provisions
designed to assure continuity of management and to discourage sudden changes of
control of West One or in the board of directors by a party seeking control of
West One. The main purpose of these provisions is to encourage potential
takeover bidders to seek the approval of West One's Board through negotiation
prior to attempting a takeover or, if the takeover bidder chooses not to obtain
the approval of the Board, to ensure that each of West One's shareholders will
have a meaningful vote upon or receive proper payment for his or her stock in
any merger or other transformation of West One proposed by the takeover bidder.
This purpose is intended to be accomplished by making it more difficult for a
takeover bidder who has acquired a significant block of West One's stock to gain
actual control of West One and by providing that any merger or other
transformation of West One subsequently proposed by the takeover bidder must be
approved by a large percentage of the remaining shareholders. Because these
provisions are designed to encourage negotiation with the Board at an early
stage, the Board would have a better opportunity to analyze any prospective
offers, negotiate more favorable terms, if appropriate, and make a considered
recommendation to shareholders as to the benefit and detriment of the offer.
West One is not aware of any takeover attempt or threatened takeover attempt.

Although West One management believes these provisions are beneficial to
shareholders by encouraging arm's-length negotiation with potential takeover
bidders, the provisions may tend to discourage some takeover bids. In addition,
the provisions may decrease the market price of West One Common Stock by making
the stock less attractive to persons who invest in securities in anticipation of
an increase in price if a takeover attempt develops. The provisions may also
make certain mergers or other business combinations with major shareholders more
difficult to accomplish if a sizeable minority of shareholders were to oppose
the transaction, even if the transaction were considered favorable to the
interests of West One's shareholders as a whole and were favored by incumbent
management and a majority of the Board.

In addition to the discussion above under the headings "Special Votes for
Certain Transactions," "Classified Board," "Nominations for Directors," and
"Removal of Directors," each of which constitutes an anti-takeover provision, a
more detailed description of other of these provisions follows. This
description is only a summary of the key provisions and is qualified in its
entirety by the Articles of Incorporation, as amended, and Bylaws of West One.

ISSUANCE OF ADDITIONAL COMMON STOCK. On April 15, 1993, West One
shareholders approved an increase in authorized West One Common Stock from
36,000,000 shares to 75,000,000 shares and to assure that an adequate supply of
authorized unissued shares is available for general corporate needs. Such
shares are available for issuance without further action by West One
shareholders, unless otherwise required by West One's Articles of Incorporation
or Bylaws or by applicable law. The issuance of additional shares of stock by
West One may potentially have an anti-takeover effect by making it more
difficult to obtain shareholder approval of various actions, such as a merger or
removal of

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<PAGE>

management. Although the Board currently has no such intentions, it could
authorize the issuance of West One Common Stock to one or more persons
sympathetic to incumbent management or the issuance to shareholders of rights to
acquire shares which would be triggered by a takeover attempt.

AUTHORIZATION FOR PREFERRED STOCK. The Board of Directors of West One is
authorized to issue preferred stock ("Preferred Stock"), in one or more series,
and to fix and determine designations, relative rights, preferences and
limitations of the shares in each series, including voting, dividend and
liquidation rights. West One has currently authorized 5,000,000 shares of $1.00
par value preferred stock, of which 150,000 preferred shares are reserved for
issuance under the Shareholders Rights Plan. Voting rights of Preferred Stock
may include more than one vote per share. The unissued Preferred Stock may be
used, consistent with the fiduciary responsibilities of the Board, to deter
certain hostile attempts to gain control of West One. Issuance of Preferred
Stock to persons friendly to present management could discourage or make more
difficult an attempt to gain voting control of West One and could tend to
perpetuate incumbent management. West One has no present intention of issuing
any Preferred Stock, but may consider issuing Preferred Stock to avert an
undesirable takeover attempt or in connection with future acquisitions, or for
other purposes.

Issuance of authorized shares of Preferred Stock could also make it more
difficult to obtain shareholder approval of such actions as a merger, bylaw
change, removal of a director, or amendment or repeal of the Articles of
Incorporation described herein, particularly in light of the power of the board
of directors to specify certain rights and preferences of the Preferred Stock,
such as voting rights, without shareholder approval. Under Idaho law, the
holders of Preferred Stock would generally be entitled to vote separately as a
class upon any proposed amendment to the Articles of Incorporation or other
corporate action, such as a merger, which would effect an exchange,
reclassification or cancellation of all or a portion of such Preferred Stock or
otherwise affect the preferences or relative rights of the Preferred Stock.

ADOPTION OF WEST ONE SHAREHOLDERS RIGHTS PLAN. The Board of Directors of
West One adopted an anti-takeover plan on October 19, 1989 (the "Shareholders
Rights Plan"), designed to enhance the ability of West One's shareholders to
realize the long-term value of their investment in West One, and to permit the
West One Board of Directors to play a role in the event of an unsolicited
acquisition proposal. Pursuant to the Shareholders Rights Plan, one Preferred
Stock Purchase Right (a "Right") was distributed as a dividend on each
outstanding share of West One Common Stock held as of the close of business
October 31, 1989. The Shareholders Rights Plan is intended to deter coercive or
unfair takeover tactics, to prevent an acquirer from gaining control of West One
without offering fair and equal treatment to all of West One's shareholders, and
to discourage anyone from attempting to acquire West One at less than a fair
price and to put the stock "into play."

Initially, the Rights, which will expire on October 31, 1999, will not be
exercisable and will not be transferable apart from the West One Common Stock.
The Rights will become exercisable only if a person or group acquires 20% or
more of West One's outstanding common stock (an "Acquiring Person"), or West
One's board of directors determines pursuant to the terms of the Shareholder
Rights Plan that any person or group that has acquired 10% or more of West One
Common

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<PAGE>

Stock is an "Adverse Person," as defined in the Shareholders Rights Plan. Each
Right would then enable the holder to purchase 1/100th of a share of a new
series of preferred stock of West One at an initial exercise price of $150.00.
The Board of Directors is entitled to redeem the Rights at one cent per Right
under certain circumstances specified in the Shareholders Rights Plan. If any
person or group should thereafter become the beneficial owner of 25% or more of
West One Common Stock, with certain exceptions, or if the board of directors
determines that any shareholder of more than 10% of West One Common Stock is an
"Adverse Person," each Right will entitle its holder (other than Acquiring
Persons and Adverse Persons) to exercise his Right and to purchase, at the
Right's then-current exercise price, shares of West One Common Stock having a
value of twice the Right's exercise price. In addition, if, after any person or
group has become a 20% or more shareholder, West One is involved in a merger or
other business combination transaction with another person in which West One
Common Stock is changed or converted into securities of any other person, or if
West One sells or transfers 50% or more of its assets or earning power to
another person, each Right will entitle its holder to exercise the Right and to
purchase, at the Right's then-current exercise price, shares of freely tradeable
common stock of the acquiring company having a value of twice the Right's
exercise price.

EMPLOYMENT AGREEMENTS. Certain executive officers of West One have
agreements with West One containing severance pay provisions that could be
triggered in the event of termination of employment following a change in
control of West One. This provision may also be viewed as "anti-takeover" in
nature.

VALLEY BANK

Certain officers of Valley Bank are entitled to receive Deferred
Compensation in the event of the sale or merger of Valley Bank, which could also
be considered "anti-takeover" in nature. Valley Bank has no preferred stock
authorized. Valley Bank has no other "anti-takeover" provisions.

MISCELLANEOUS

There are no preemptive rights, sinking fund provisions, conversion rights,
or redemption provisions applicable to West One Common Stock or Valley Bank
Common Stock. Holders of fully paid shares of West One Common Stock or Valley
Bank Common Stock are not subject to any liability for further calls or
assessments.

LEGAL OPINIONS

Opinions with respect to certain legal matters in connection with the
Valley Bank Reorganization will be rendered by Metzger, Hollis, Gordon &
Mortimer, Washington, D.C., as counsel for West One, and by Lukins & Annis,
P.S., Spokane, Washington, as counsel for Valley Bank.

EXPERTS

The consolidated balance sheets of West One as of December 31, 1993 and
1992 and the consolidated statements of income, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1993,
incorporated by reference in this Proxy Statement/Prospectus, have been

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<PAGE>

incorporated herein in reliance on the report of Coopers & Lybrand, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.

OTHER MATTERS

The management of Valley Bank does not know of any other matters intended
to be presented for shareholder action at the Special Meeting. If any other
matter does properly come before the Special Meeting and is put to a shareholder
vote, the proxies solicited hereby will be voted in accordance with the judgment
of the proxyholders named thereon.

By Order of the Board of Directors

By: /s/ Gerald D. Wilson
------------------------------
Gerald D. Wilson
Chairman and Chief Executive Officer

July __, 1994
Clarkston, Washington
<PAGE>

APPENDIX A

VALLEY COMMERCIAL BANK DISSENTERS' RIGHTS

The provisions of RCW 30.49.090. Rights of dissenting shareholder--
Appraisal--Amount due as debt

RCW 30.49.090. RIGHTS OF DISSENTING SHAREHOLDER--APPRAISAL--AMOUNT DUE AS DEBT

The owner of shares of a state bank which were voted against a merger to
result in a state bank, or against the conversion of a state bank into a
national bank, shall be entitled to receive their value in cash, if and when the
merger or conversion becomes effective, upon written demand made to the
resulting state or national bank at any time within thirty days after the
effective date of the merger or conversion, accompanied by the surrender of the
stock certificates. The value of such shares shall be determined, as of the
date of the shareholders' meeting approving the merger or conversion, by three
appraisers, one to be selected by the owners of two-thirds of the dissenting
shares, one by the board of directors of the resulting state or national bank,
and the third by the two so chosen. The valuation agreed upon by any two
appraisers shall govern. If the appraisal is not completed within ninety days
after the merger or conversion becomes effective, the supervisor [the Director]
of banking shall cause an appraisal to be made.

The expenses of appraisal shall be paid by the resulting state bank.

The resulting state or national bank may fix an amount which it considers
to be not more than the fair market value of the shares of a merging or the
converting bank at the time of the stockholders' meeting approving the merger or
conversion, which it will pay dissenting shareholders of the bank entitled to
payment in cash. The amount due under such accepted offer for under the
appraisal shall constitute a debt of the resulting state or national bank.

<PAGE>

APPENDIX B

Coopers & Lybrand
certified public accountants
101 South Capitol Boulevard
Suite 1703
Boise, Idaho 83702
telephone (208) 343-4801
facsimile (208) 343-6787

June 30, 1944

Mr. Dwight Board
Senior Vice President
Secretary and General Counsel
West One Bancorp
1900 West One Plaza
Boise, ID 83702

RE: Corporate Reorganization - Acquisition of Valley Commercial Bank

You have asked us, pursuant to the requirement outlined in Paragraph 3.6(a) of
the Plan and Agreement of Reorganization (the "Agreement") entered into by and
between West One Bancorp ("WEST ONE") and Valley Commercial Bank (the "BANK"),
to opine on the Federal income tax consequences of the proposed acquisition by
West One Bank, Washington ("WEST ONE - WASHINGTON"), whereby the BANK will be
merged with and into WEST ONE - WASHINGTON.

FACTS, ASSUMPTIONS AND REPRESENTATIONS

- - WEST ONE is a bank holding company which desires to affiliate with the
BANK.

- - WEST ONE - WASHINGTON is a wholly-owned subsidiary of WEST ONE and is a
banking corporation duly organized, validly existing and in good standing
under the laws of the State of Washington.

- - The BANK is a banking corporation duly organized, validly existing and in
good standing under the laws of the United States of America. The BANK is
authorized to issue 2,200 shares of common stock, having a par value of
$100.00 per share, of which 2,044 shares were outstanding on June 30,
1994. The BANK does not have any outstanding, issued or authorized
subscriptions, warrants, options, rights, convertible securities, or
similar arrangements which would enable the holder thereof to purchase or
acquire shares of any class of capital stock of the BANK.

- - A merger agreement (the "MERGER AGREEMENT") will be executed whereby the
BANK will be merged with and into WEST ONE - WASHINGTON. Substantially
all of the properties of the BANK will be transferred to WEST ONE -
WASHINGTON. The assets of the BANK consist primarily of minimal
capitalization necessary to perfect its corporate existence.

<PAGE>

- - In the transfer by the BANK of substantially all of its assets to WEST ONE
- WASHINGTON, the sum of the amount of the liabilities assumed, plus the
amount of the liabilities to which the property is subject, does not
exceed the total adjusted basis of the property transferred.

- - After the Merger, WEST ONE - WASHINGTON will hold substantially all of its
properties and all of the properties of the BANK.

- - After the Merger, there shall be a single banking corporation which shall
be WEST ONE - WASHINGTON. The separate existence of the BANK shall cease.

- - After the Merger, WEST - ONE WASHINGTON will continue the historic
business or use a significant portion of the historic business assets in a
business.

- - Pursuant to the MERGER AGREEMENT, shareholders of the BANK
("SHAREHOLDERS") shall exchange, for an amount of common stock in WEST
ONE, an amount of stock in the BANK which constitutes control of such
corporation. Each holder of a certificate or certificates representing
outstanding shares of stock of the BANK immediately prior to the merger
shall be entitled to receive in exchange of each share of the BANK stock
held of record by such stockholder as of the effective date of the merger,
that number of WEST ONE common shares calculated by dividing the Effective
Purchase Price by the Average Closing Price, and by further dividing the
number so reached by the number of shares of the BANK stock that shall be
issued and outstanding at the effective time. The common stock of WEST
ONE will be transferred directly to the SHAREHOLDERS.

- - The Effective Purchase Price represents the effective purchase price of
the BANK as defined in Paragraph 1.2(a)(iv) of the Agreement.

- - The Average Closing Price represents the average closing price of WEST ONE
common stock as defined in Paragraph 1.2(a)(i) of the Agreement.

- - Pursuant to the MERGER AGREEMENT, the exchanged stock of the BANK will be
canceled. The cancellation of the the BANK shares shall cause the
SHAREHOLDERS' rights with respect to their transferred shares of the BANK
to cease.

- - No stock of the BANK will be issued in the transaction.

- - Consummation of the proposed transaction is conditioned upon the receipt
of all necessary approvals of governmental agencies and authorities.

- - WEST ONE will issue no fractional shares. In lieu of fractional shares,
if any, each SHAREHOLDER who is entitled to a fractional share of WEST ONE
common stock will receive an amount of cash equal to the product of such
fraction times the Average Closing Price.

- - The fair market value of the WEST ONE common stock and cash in lieu of
fractional shares of WEST ONE common stock received by each SHAREHOLDER
will be approximately equal to the fair market value of the BANK stock
surrendered.

- - The payment of cash in lieu of fractional shares is solely for the purpose
of avoiding the expense and inconvenience to WEST ONE of issuing

<PAGE>

Page 3

fractional shares and does not represent separately bargained-for
consideration.

- - There is no plan or intention by the SHAREHOLDERS who own five percent or
more of the the BANK common stock, and to the best of the knowledge of the
management of the BANK, there is no plan or intention on the part of the
remaining SHAREHOLDERS to sell, exchange, or otherwise dispose of a number
of shares of WEST ONE common stock received in the transaction that would
reduce the SHAREHOLDERS' ownership to a number of shares having a value,
as of the date of the transaction, of less than 50 percent of the value of
all of the formerly outstanding stock of the BANK as of the same date.
For purposes of this representation, shares of the BANK common stock
exchanged for cash or other property, surrendered by dissenters or
exchanged for cash in lieu of fractional shares of WEST ONE common stock
will be treated as outstanding common stock of the BANK on the date of the
transaction. Moreover, shares of the BANK common stock and shares of WEST
ONE common stock held by SHAREHOLDERS and otherwise sold, redeemed, or
disposed or prior or subsequent to the transaction are considered in
making this representation.

- - WEST ONE has no plan or intention to liquidate; to merge WEST ONE -
WASHINGTON with and into another corporation; to sell or otherwise dispose
of the stock of WEST ONE - WASHINGTON; or to cause WEST ONE - WASHINGTON
to sell or otherwise dispose of any of the assets of the Bank acquired in
the transaction, other than for dispositions made in the ordinary course
of business.

- - WEST ONE has no plan or intention to reacquire any of its stock issued in
the transaction.

- - There is no intercorporate indebtedness existing between WEST ONE and the
BANK or between the BANK and WEST ONE that was issued, acquired, or will
be settled at a discount.

- - WEST ONE, the BANK and the SHAREHOLDERS will pay their respective
expenses, if any, incurred in connection with the transaction. The tax
effects of paying these expenses are beyond the scope of this letter.

<PAGE>

Page 4

- - The liabilities of the BANK assumed by WEST ONE and the liabilities to
which the transferred assets are subject arose in the ordinary course of
its business.

- - No two parties to the reorganization are investment companies as defined
in Section 368(a)(2)(F)(iii) of the Internal Revenue Code. (All
subsequent Section references refer to the Internal Revenue Code of 1986
unless otherwise specified.)

- - WEST ONE is not under the jurisdiction of a court in a Title 11 or similar
case within the meaning of Section 368(a)(3)(A).

- - WEST ONE does not own, nor has it owned during the past five years, any
shares of the stock of the BANK.

- - None of the compensation received by any shareholder-employees of the BANK
will be separate consideration for, or allocable to, any of their shares
of the BANK stock, will not be separate consideration for, or allocable
to, any employment agreement or non-competition agreement, and will be
commensurate with amounts paid to third parties bargaining at arm's length
for similar services.

- - The shareholders of the entities involved desire to reorganize their stock
interests in the aforementioned entities to permit the continued expansion
of WEST ONE's financial institution services in the northwest region of
the United States. The principal reasons behind WEST ONE's proposed
acquisition of the BANK include the opportunities to further expand WEST
ONE's operation in Washington, increase market share, realize economics of
scale, and expand its customer base. WEST ONE previously expanded
financial operations into the state of Washington with the acquisition of
West One, Washington in September 1988 and additional acquisitions in
1989, 1990 and 1992, into the state of Utah with the acquisition of West
One Bank, Utah in 1985 and into the state of Oregon in 1983 with the
acquisition of West One Bank, Oregon and an additional acquisition in
1991. In addition to the growth of its operations as a direct consequence
of its expansion plan, WEST ONE has determined that expansion in these
markets will diversify its operations and sustain its operational
economies. As a result of this diversification into state economies other
than its original base of operations of Idaho, WEST ONE believes that its
financial condition will be less susceptible to economic downturns in
parts of its service region, while at the same time offering an
opportunity to provide financial services to new population centers in the
Pacific Northwest and to provide the SHAREHOLDERS of the BANK with the
opportunity to continue to participate in the operation and growth of the
banking business.

<PAGE>

Page 5

The facts, assumptions, and representations set forth above have been reviewed
by the management of both WEST ONE and the BANK. These facts, assumptions and
representations are a material basis for the opinions contained herein. We have
been instructed to rely on them in preparing this opinion letter. We have not
independently investigated the validity of the facts, assumptions or
representations set forth above.

ISSUES:

- - Will the merger of the BANK into WEST ONE - WASHINGTON, with WEST ONE -
WASHINGTON surviving and the simultaneous cancellation of the BANK shares
with the SHAREHOLDERS being entitled to receive a proportionate share of
WEST ONE shares for each BANK share constitute a tax-free reorganization
within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D)?

- - Will any gain or loss be recognized by WEST ONE, the BANK or WEST ONE -
WASHINGTON as a consequence of the merger?

- - Except for any gain or loss recognized as a result of cash received for
fractional share interests, will any gain or loss be recognized by the
SHAREHOLDERS with respect to the merger?

- - Will the merger result in a carryover of the SHAREHOLDERS' Federal tax
basis and holding period of the the BANK stock to the WEST ONE Common
Stock received?

- - Will the payment of cash in lieu of fractional share interests of WEST ONE
common stock be treated as if fractional shares were distributed as part
of the merger transaction and then redeemed by WEST ONE in full payment of
and in exchange for the SHAREHOLDERS' of the BANK common stock as
provided in Section 302(a)?

CONCLUSION:
The Federal income tax results with respect to the above issues are as follows:

TAX-FREE REORGANIZATION STATUS
Provided the merger of the BANK with and into WEST ONE qualifies as a statutory
merger under applicable law, WEST ONE will hold substantially all of its assets
and substantially all of the assets of the BANK, and in the transaction
SHAREHOLDERS of the BANK will exchange, solely for an amount of voting stock of
WEST ONE, an amount of stock in the BANK which constitutes control of the BANK
(within the meaning of Section 368(c), then the proposed transaction will
constitute a tax-free reorganization within the meaning of Sections 368(a)(1)(A)
and 368(a)(2)(D). For the purpose of this conclusion, "substantially all" means
at least 90 percent of the fair market value of the net assets of the
corporation and at least 70 percent of the fair market value of the gross assets
of the corporation immediately prior to the proposed reorganization. For the
purpose of this conclusion, "control" is defined under Section 368(c) as
ownership of stock possessing at least 80 percent of the total combined voting
power of all

<PAGE>

Page 6

classes of stock entitled to vote and at least 80 percent of the total number of
shares of all other classes of stock of the corporation. WEST ONE, the BANK and
WEST ONE - WASHINGTON are each a "party to a reorganization" within the meaning
of Section 368(b).

GAIN OR LOSS TO CORPORATE PARTIES

WEST ONE, the BANK and WEST ONE - WASHINGTON will recognize no gain or loss as a
consequence of the merger.

GAIN OR LOSS TO SHAREHOLDERS

Except for the treatment of cash payments in lieu of fractional share interests,
or payments to other SHAREHOLDERS who receive cash for shares, discussed below,
no gain or loss will be recognized to the SHAREHOLDERS upon receipt of WEST ONE
common stock (including any fractional share interests to which they may be
entitled) solely in exchange for shares of the BANK stock.

CARRYOVER OF CERTAIN FEDERAL TAX ATTRIBUTES

The basis of WEST ONE common stock (including fractional share interests) to be
received by the SHAREHOLDERS will be the same as the Federal income tax basis of
the BANK stock surrendered in the exchange.

The holding period of WEST ONE common stock to be received by SHAREHOLDERS
(including fractional share interests) will include the period during which the
BANK stock surrendered in exchange was held, provided that the stock was held as
a capital asset on the date of the exchange.

No opinion is expressed herein as to what WEST ONE's basis will be in the stock
of WEST ONE - WASHINGTON subsequent to the transaction.

<PAGE>

Page 7

TREATMENT OF PAYMENT OF CASH IN LIEU OF FRACTIONAL SHARE INTERESTS OF WEST
ONE

The payment of cash to the SHAREHOLDERS in lieu of fractional share interests of
WEST ONE common stock will be treated for Federal income tax purposes as if the
fractional share was distributed as part of the exchange and then redeemed by
WEST ONE. This cash payment will be treated as having been received as a
distribution in full payment and exchange for the WEST ONE common stock
redeemed. The gain or loss to the SHAREHOLDERS receiving cash in lieu of
fractional shares shall be realized and recognized as set forth in Section 1001
which provides that gain will be realized and recognized, measured by the
difference between the redemption price and the adjusted basis of the BANK
shares surrendered as determined under Section 1011.

DISCUSSION:

TAX-FREE REORGANIZATION STATUS

STATEMENT OF LAW

Tax-free reorganizations are governed by Section 368. In order to qualify as a
tax-free reorganization, the following considerations must be satisfied:

1. Continuity of the business enterprise;

2. Continuity of interest;

3. A business purpose; and

4. A lack of an overall plan of tax avoidance wherein such overall plan
uses a corporate reorganization to disguise the real character of
the transaction.

Other pertinent reorganization provisions of the Internal Code are as follows:

- - Section 368(b) states that the term "a party to a reorganization" includes
both corporations in the case of a reorganization resulting from the
acquisition by one corporation of stock or properties of another
corporation.

- - Section 368(a)(1)(A) provides that the term "reorganization" includes "a
statutory merger or consolidation".

<PAGE>

Page 8

- - Section 368(a)(2)(D), entitled "Use of Stock of Controlling Corporation in
Paragraph (1)(A) and (1)G) Cases" provides that the acquisition by one
corporation, in exchange for stock of a corporation (referred to as the
"controlling corporation") which is in control of the acquiring
corporation, of substantially all of the properties of another corporation
shall not disqualify a transaction if no stock of the acquired corporation
is used in the transaction and had the merger been into the controlling
corporation the transaction would have qualified under Section
368(a)(1)(A).

In addition, Section 368(a)(2)(D) requires that control be obtained "in
the transaction". Thus, a creeping acquisition whereby stock of the
corporation to be acquired is obtained over a period of time would be
precluded, unless control is obtained in the merger disregarding the stock
of the acquired corporation previously obtained. (Federal Tax Regulation
(Reg.) Section 1.368-2(j)(7) Example(5))

- - Revenue Procedure 77-37, 1977-2 C.B. 568 provides that the "substantially
all" requirement is satisfied if there is a transfer of assets
representing 90% of the value of net assets and 70% of the value of gross
assets held by the corporation immediately before the transfer. Reg.
Section 1.368-2(j)(3)(iii) provides that in applying the "substantially
all" test, assets transferred from WEST ONE to the BANK pursuant to the
plan of reorganization are not taken into account. Such assets might
include, for example, money transferred from WEST ONE to the BANK to be
used for the following purposes: (a) to pay additional consideration to
shareholders; (b) to pay dissenting shareholders; (c) to pay creditors;
(d) to pay reorganization expenses; or (e) to satisfy minimum
capitalization requirements (where the funds are returned to WEST ONE as
part of the transaction). Moreover, the "substantially all" test is
applied separately to the merged corporation, the BANK and to the
surviving corporation, WEST ONE - WASHINGTON.

- - "Control" is defined under Section 368(c) as ownership of stock possessing
at least 80 percent of the total combined voting power of all classes of
stock entitled to vote and at least 80 percent of the total number of
shares of all other classes of stock of the corporation.

- - Section 318 provides that if 50 percent or more in value of the stock in a
corporation is owned, directly or indirectly, by or for any person, such
corporation shall be considered as owning the stock, directly or
indirectly, by or for such person.

- - The Internal Revenue Service has taken the position that the continuity of
interest requirement is satisfied for ruling purposes, if the former
shareholders of the acquired corporation own stock of the acquiring
corporation in an amount equal to half the value of all the stock of the
acquired corporation (Rev. Rul. 66-224, 1966-2 C.B. 114).

<PAGE>

Page 9

Moreover, the SHAREHOLDERS, as a group, must retain ownership of the
continuity amount of WEST ONE stock for some period following the
reorganization (ordinarily two or more years) or, in the event of early
disposition of the continuity amount of WEST ONE stock, demonstrate that
the early disposition was not pursuant to a plan or arrangement in place
at the time of the reorganization.

- - Reg. Section 1.368-3 provides that the plan of reorganization must be
adopted by each of the corporations, the adoption must be shown by the
acts of its duly constituted responsible officers, and appear upon the
official records of the corporation. Each party to a reorganization,
shall file as a part of its return for its taxable year within which the
reorganization occurred a complete statement of all facts pertinent to the
nonrecognition of gain or loss in connection with the reorganization as
outlined in Regulation Section 1.368-3(a) and (b).

APPLICATION OF LAW

The requirement of continuity of business enterprise will be met since the
existing business of the BANK will be continued utilizing substantially all of
it's assets.

The requirement for continuity of interest (i.e. proprietary) will be met since
no SHAREHOLDER will sell, exchange or otherwise dispose of a number of shares of
WEST ONE common stock received in the merger which would reduce the
SHAREHOLDER's ownership of WEST ONE to a number of shares having a value, at the
time of consummation of the proposed transaction, of less than 80 percent of the
total fair market value of the BANK stock outstanding immediately prior to the
effective date of the merger.

Because the merger will strengthen the BANK's ability to meet its' customer's
needs for a broader range of banking services and compete more effectively with
similar banks it's current geographic area and enable WEST ONE to expand its
existing customer base without a commensurate increase in cost because of the
aforementioned economies of scale to be achieved, a valid business purpose
exists for the parties entering into the merger.

There is no evidence of an overall plan of tax avoidance wherein a corporate
reorganization is being used to disguise the real character of the transaction.
Generally, this requirement is satisfied because the merger is not one of a
series of planned transactions which would, if collapsed into a single
transaction, in substance be a taxable transaction.

The transfer by the BANK of "substantially all" of its assets to WEST ONE -
WASHINGTON whereby the SHAREHOLDERS receive an amount of voting stock of WEST
ONE in exchange for an amount of stock in the BANK which constitutes control
literally satisfies the statutory requirements constituting a tax-free
reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D). To
fully comply with the Regulations, each party to the reorganization must file as
apart of its return for its for its taxable year within which the reorganization
occurred, a statement of facts as outlined under Reg. Section 1.368(a) and (b).

<PAGE>

Page 10

GAIN OR LOSS TO CORPORATE PARTIES

STATEMENT OF LAW

The term "a party to a reorganization" includes: (1) a corporation resulting
from a reorganization, and (2) both corporations, in the case of a
reorganization resulting from the acquisition by one corporation of stock or
properties of another. In the case of a reorganization qualifying under Section
368(a)(1)(A), (statutory merger or consolidation), by reason of Section
368(A)(2)(D), (triangular merger), the term "a party to a reorganization"
includes the controlling corporation referred to in subsection (a)(2)(D).

Section 357(a) provides, except as provided in subsection (b) ("tax avoidance")
and (c) ("liabilities in excess of basis"), if- (1) the taxpayer receives
property which would be permitted to be received under Section 351 or 361
without the recognition of gain if it were the sole consideration, and (2) as
part of the consideration, another party to the exchange assumes a liability of
the taxpayer, or acquires from the taxpayer property subject to a liability,
then such assumption or acquisition shall be treated as money or other property,
and shall not prevent the exchange from being within the provisions of Section
351 or 361, as the case may be."

Section 361(a) provides "no gain or loss shall be recognized to a corporation if
such corporation is a party to a reorganization and exchanges property, in
pursuance of the plan of reorganization, solely for stock or securities in
another corporation a party to the reorganization."

APPLICATION OF LAW

WEST ONE, WEST ONE - WASHINGTON and the BANK are each a party to the
reorganization ( Section 368(a)).

No gain or loss will be recognized by the BANK upon the transfer of
substantially all of its assets to WEST ONE - WASHINGTON in pursuance of the
plan of reorganization in exchange for the stock of WEST ONE and the assumption
of liabilities by WEST ONE - WASHINGTON (Section 357(a) and Section 361(a)).

<PAGE>

Page 11

No gain or loss will be recognized by WEST ONE upon the acquisition by WEST ONE
- - WASHINGTON of "substantially all" of the assets of the BANK, in pursuance of
the plan of reorganization, in exchange for WEST ONE voting common stock and the
assumption of liabilities.

GAIN OR LOSS TO SHAREHOLDERS

STATEMENT OF LAW

Section 354(a)(1) provides, "no gain or loss shall be organized if stock or
securities in a corporation a party to reorganization are, in pursuance of the
plan of reorganization, exchanged solely for stock or securities in such
corporation or in another corporation a party to the reorganization."

APPLICATION OF LAW

Except to the extent set forth below, the SHAREHOLDERS will not recognize any
gain or loss upon the receipt of WEST ONE common stock (including any fractional
share interests to which they may be entitled) solely in exchange for their
shares of the BANK stock ( Section 354(a)(1)).

CARRYOVER OF CERTAIN FEDERAL TAX ATTRIBUTES

STATEMENT OF LAW

In general, Section 358(a)(1) provides that in the case of an exchange to which
Section 361 or Section 354 applies, the basis of the property permitted to be
received under such Section without the recognition of gain or loss shall be the
same as that of the property exchanged.

Section 1223 provides:

(1) "In determining the period for which the taxpayer has held property
received in an exchange, there shall be included in the period for which
the exchanged property was held if, under this chapter, the property has,
for the purpose of determining gain or loss from a sale or exchange, the
same basis in whole or in part in his hands as the property exchanged,
and, in the case of such exchanges after March 1, 1954, the property
exchanged at the time of such exchange was a capital asset as defined in
Section 1221 or property described in Section 1231.

<PAGE>

Page 12

(2) In determining the period for which the taxpayer has held property,
there shall be included in the period for which such property was held by
any other person for the purpose of determining gain or loss from a sale
or exchange, the same basis in whole or in part in his hands as it would
have in the hands of such other person."

STATEMENT OF LAW

Because the proposed exchange of stock meets the requirements of Sections
368(a)(1)(A) and 368(a)(2)(D) and is a transaction to which Section 354 applies,
the application of Sections 358 and 1223 to the SHAREHOLDERS will produce the
following results:

The aggregate basis of WEST ONE common stock (including fractional share
interests) to be received by SHAREHOLDERS of the BANK will be the same as
the aggregate Federal income tax basis of the stock surrendered in
exchange thereof.

The holding period of WEST ONE common stock to be received by the
SHAREHOLDERS (including fractional share interests) will include the
period during which the BANK stock surrendered in exchange was held,
provided that the BANK stock was held as a capital asset on the date of
the exchange (Section 1223(1)).

TREATMENT OF PAYMENT OF CASH IN LIEU OF FRACTIONAL SHARE INTERESTS OF WEST
ONE

STATEMENT OF LAW

Any payments of cash to the SHAREHOLDERS will be treated as a distribution
followed by a redemption of such fractional share. The cash payment in exchange
for the stock redeemed will be measured by the difference between the redemption
price and the adjusted basis of the BANK shares surrendered as determined under
Section 1011.

Rev. Rul. 66-365, 1966-2 C.B. 116, concludes that where shareholders of the
acquired corporation who are entitled to a fractional interest in the acquiring
corporation's stock pursuant to the terms of a reorganization agreement will be
paid cash in lieu of the fractional share interest to which they are entitled,
any payment of cash by the acquiring corporation to the acquired corporation's
shareholder in lieu if issuing a fractional share to such shareholder shall be
treated as a distribution followed by a redemption of such fractional share in
accordance with Section 302(a). Rev. Pro. 77-41, 1977-2 C.B. 574, further
provides that where the payment of cash in lieu of avoiding the expense and
inconvenience of the acquiring corporation issuing fractional shares and where
the payment does not represent separately bargained for consideration and is not
essentially equivalent to a dividend, such cash payments should be treated as a
distribution in full payment in exchange for the stock redeemed as provided for
in Section 302(a).

APPLICATION OF LAW

<PAGE>

Page 13

Any payment of cash to the SHAREHOLDERS should be treated as a distribution
followed by a redemption of such fractional share. The cash payment should be
treated as a full payment in exchange for the stock redeemed as provided for in
Section 302(a) ( Rev. Rul. 66-365, 1966-2 C.B. 116 and Rev. Proc. 77-41, 1977-2
C.B. 574).

The opinions expressed in this letter are based on the Internal Revenue Code and
related tax law as of the date of this letter and are directed solely towards
the specific issues identified herein. No opinion is expressed regarding any
State or local tax issues or about any other matter not specifically mentioned.

If any of the statements of facts, assumptions or representations contained
herein are subsequently determined to be incorrect in whole or in part such that
they would have a material effect upon the tax treatment of the issues addressed
herein, then no opinion is expressed as to the tax treatment of the proposed
transaction.

We sincerely appreciate this opportunity to be service to you.

Sincerely,

Coopers & Lybrand

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

ARTICLES OF INCORPORATION OF WEST ONE BANCORP

ARTICLE VII

Each person who at any time is or shall have been a director or officer of
the corporation, including any director or officer who is or shall have been
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, and his heirs, executors and administrators, shall be indemnified by
the corporation against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred by him in any such capacity or arising
out of his status as such, all in accordance with and to the full extent
permitted by the Idaho Business Corporation Act as in effect at the time of the
adoption of this Article or as amended from time to time. The foregoing right
of indemnification shall not be deemed a limitation on the power of the
corporation to indemnify any director, officer, employee, agent or other person
and shall not be deemed exclusive of other rights to which any such person may
be entitled in any capacity as a matter of law or under any bylaw, agreement,
vote of shareholders or directors, or otherwise. The corporation may, to the
full extent permitted by the Idaho Business Corporation Act as in effect at the
time of the adoption of this Article or as amended from time to time, purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability.

ARTICLE XIII

A director of the corporation shall have no personal liability to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided that this Article XIII shall not eliminate or limit
the liability of a director for:

a. Any breach of the director's duty of loyalty to the corporation
or its shareholders.

b. Acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law.

c. Any action for which liability is provided under Section 30-1-48,
Idaho Code.

d. Any transaction from which the director derived an improper
personal benefit.

e. Any act or omission occurring prior to the effective date of the
adoption of this Article XIII.
<PAGE>

No repeal of or amendment to the provisions of this Article XIII by the
shareholders of the corporation shall adversely affect any right or protection
of a director of the corporation existing at the time of such repeal or
amendment.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS. The following exhibits are filed herewith unless otherwise
indicated:

Exhibit
NO. DESCRIPTION AND METHOD OF FILING

2.1 Agreement and Plan of Reorganization dated as of March 7, 1994 between
West One Bancorp, West One Bank, Washington and Valley Commercial Bank
(filed herewith)

3.1 Articles of Incorporation of West One Bancorp (incorporated by
reference to Exhibit 3.1 to Form S-4 Registration Statement of West
One Bancorp, filed February 25, 1993 (File No. 33-58794))

3.2 Amended Articles of Incorporation of West One Bancorp (incorporated by
reference to Exhibit 3-A to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993)

3.3 Bylaws of West One Bancorp (incorporated by reference to Exhibit 3.2
to Form S-4 Registration Statement of West One Bancorp, filed February
25, 1993 (File No. 33-58794))

3.4 Amended Bylaws of West One Bancorp (incorporated by reference to
Exhibit 3-B of Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993)

4.1 Shareholder Rights Plan (incorporated by reference to Exhibit 4-B to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1989 as amended by Form 8-A dated October 15, 1992)

4.2 Trust Indenture between West One Bancorp and Bankers Trust Company as
trustee dated November 1, 1985 regarding West One Bancorp's
Subordinated Capital Notes due 1997 (incorporated by reference to
Exhibit 4-A to Form S-3 Registration Statement of West One Bancorp,
filed October 30, 1985, amended November 8, 1985 (File No. 33-1219))

4.3 Trust Indenture between West One Bancorp and NBD Bank, National
Association, as trustee dated June 15, 1991 regarding West One
Bancorp's Convertible Subordinated Debentures Due 2006 (incorporated
by reference to Exhibit 4A to Form S-3, filed June 6, 1991 (File No.
33-41064))

5.1 Form of Opinion of Metzger, Hollis, Gordon & Mortimer regarding the
legality of the shares of West One Bancorp Common Stock being
registered (filed herewith)

8.1 Form of Opinion of Coopers & Lybrand regarding tax matters (filed

II-2
<PAGE>

herewith as Appendix B to the Proxy Statement/Prospectus)

10.1 Executive Compensation Program (incorporated by reference to Exhibit
10-A of Registrant's Form 10-K for the fiscal year ended December 31,
1993)

10.2 The Executive Incentive Program of the Registrant, as amended
(incorporated by reference to Exhibit 10-B to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990)

10.3 Registrant's Executive Deferred Compensation Plan, as amended
(incorporated by reference to Exhibit 10-C to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990)

10.4 Form of Employment Agreements between Registrant and certain key
employees (incorporated by reference to Exhibit 10-E to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987)

10.5 Form of Indemnification Agreement dated June 16, 1988, entered into by
the Registrant with each of its Directors (incorporated by reference
to Exhibit 19 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1988)

10.6 The 1991 Performance and Equity Incentive Plan of the Registrant
(incorporated by reference to Exhibit 10-F to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990)

10.7 Deferred Compensation Plan for Outside Directors of the Registrant
(incorporated by reference to Exhibit 10-G to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990)

13.1 Portions of the West One Bancorp Annual Report to Shareholders for the
fiscal year ending December 31, 1993 (incorporated by reference to
Exhibit 13 of Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993)

The Registrant's 1993 Annual Report to Shareholders, except for the
portions thereof incorporated by reference into the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference to such Annual Report on Form 10-K,
is furnished for the information of the Commission and is not to be
considered a part of this Registration Statement

21.1 Subsidiaries of West One Bancorp (incorporated by reference to Exhibit
21 to West One Bancorp's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993)

23.1 Consent of Coopers & Lybrand (filed herewith)

23.2 Consent of Coopers & Lybrand with respect to certain tax matters

II-3
<PAGE>

(included as a part of Exhibit 23.1)

23.3 Consent of Metzger, Hollis, Gordon & Mortimer (filed herewith)

23.4 Consent of Lukins & Annis, P.S. (filed herewith)

24.1 Power of Attorney (filed herewith)

99.1 Preliminary copy of letter to shareholders of Valley Commercial Bank
(filed herewith)

99.2 Preliminary copy of Notice of Special Meeting of Shareholders of
Valley Commercial Bank (filed herewith)

99.3 Preliminary copy of form of proxy for use by shareholders of Valley
Commercial Bank (filed herewith)

99.4 Form of Agreement between West One Bancorp and Gerald D. Wilson
(filed herewith as part of Agreement and Plan of Reorganization, filed
herewith as Exhibit 2.1)

II-4
<PAGE>

ITEM 22. UNDERTAKINGS.

The undersigned registrant hereby undertakes as follows:

(1) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section l5(d) of the Securities Exchange Act of l934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(2) to deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

(3) that prior to any public reoffering of the securities registered
hereunder through the use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.

(4) that every prospectus (i) that is filed pursuant to paragraph (3)
immediately preceding, or (ii) that purports to meet the requirements of Section
1O(a)(3) of the Securities Act of 1933, as amended, and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(5) that insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 20
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in

II-5
<PAGE>

connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(6) to respond to requests for information that is incorporated by
reference into the Proxy Statement/Prospectus pursuant to Items 4, 10(b), 11 or
13 of Form S-4, within one business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
Effective Date of the registration statement through the date of responding to
the request.

(7) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.

II-6

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Boise, Idaho on the 6th day of
July, 1994.

West One Bancorp

By: /s/ D. Michael Jones
---------------------------
D. Michael Jones, President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE CAPACITY DATE
- --------- -------- ----

/s/ Daniel R. Nelson Chairman of the Board and July 6, 1994
- ------------------------ Chief Executive Officer
Daniel R. Nelson

/s/ Scott M. Hayes Executive Vice President July 6, 1994
- ------------------------ and Chief Financial Officer
Scott M. Hayes

/s/ Jim A. Peterson Senior Vice President and July 6, 1994
- ------------------------ Controller (Principal
Jim A. Peterson Accounting Officer)

/s/ Harry Bettis Director July 6, 1994
- ------------------------
Harry Bettis

Director ______, 1994
- ------------------------
Norma Cugini

/s/ William J. Deasy Director July 6, 1994
- ------------------------
William J. Deasy

/s/ John B. Fery Director July 6, 1994
- ------------------------
John B. Fery

/s/ Stuart A. Hall Director July 6, 1994
- ------------------------
Stuart A. Hall

II-7

<PAGE>

/s/ D. Michael Jones Director July 6, 1994
- ------------------------
D. Michael Jones

/s/ Jack B. Little Director July 6, 1994
- ------------------------
Jack B. Little

/s/ Warren E. McCain Director July 6, 1994
- ------------------------
Warren E. McCain

/s/ Douglas W. McCallum Director July 6, 1994
- ------------------------
Douglas W. McCallum

/s/ Allen T. Noble Director July 6, 1994
- ------------------------
Allen T. Noble

Director ______, 1994
- ------------------------
Philip B. Soulen

*By: /s/ Dwight V. Board
---------------------
Dwight V. Board
(As Attorney-in-Fact)

II-8

<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION made as of the 7th day of March,
1994, between WEST ONE BANCORP ("West One"), an Idaho corporation having its
principal office in Boise, Idaho; WEST ONE BANK, WASHINGTON ("West
One-Washington"), a banking corporation organized under the laws of the State of
Washington with its head office located at Seattle, County of King, State of
Washington; and VALLEY COMMERCIAL BANK (the "Bank"), a banking corporation
organized under the laws of the State of Washington with its head office located
at Clarkston, County of Asotin, State of Washington

W I T N E S S E T H T H A T :

WHEREAS, West One is a bank holding company which owns all of the issued
and outstanding capital stock of West One-Washington;

WHEREAS, West One and West One-Washington desire that West One-Washington
merge with the Bank;

WHEREAS, the Board of Directors of the Bank has determined that it would
be in the best interests of the Bank and its shareholders, its customers, and
the area served by it to merge with West One-Washington;

WHEREAS, the respective Boards of Directors of the Bank, West One, and
West One-Washington have agreed to the merger of the Bank with and into West
One-Washington (the "Merger") pursuant to the provisions of sections 30.49.030
through 30.49.090 of the Revised Code of Washington, as amended; and

WHEREAS, the parties intend that the transactions contemplated by the
Merger qualify as a tax-free reorganization under section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code");

NOW, THEREFORE, in consideration of these premises and the mutual
agreements hereinafter set forth, the parties agree as follows:

1. MERGER.

1.1. FORM OF MERGER.

(a) The Bank and West One-Washington will execute a merger
agreement (the "Merger Agreement") substantially in the form of Exhibit I
annexed hereto. Subject to the provisions of the Merger Agreement, on the date
upon which the Merger shall become effective, as determined in accordance with
Section 2 of this Agreement (the "Effective Date"), the Bank will be merged
with and into West One-Washington, and West One-Washington shall be the
surviving corporation. The franchise of the Bank as a banking corporation shall
at that time automatically terminate, and West

<PAGE>

One-Washington shall thereafter be considered the same corporate entity as the
Bank and West One-Washington. Any reference to the Bank in any contract, will,
or document shall be considered a reference to West One-Washington if not
inconsistent with the provisions of the contract, will, or document or
applicable law.

(b) On the Effective Date, the holders of the then issued and
outstanding shares of the common stock of the Bank, par value $1.00 per share
(the "Bank Common Stock"), shall, without any further action on their part or on
the part of West One-Washington or of West One, automatically and by operation
of law cease to own such shares. Each holder of a stock certificate or
certificates representing outstanding shares of Bank Common Stock immediately
prior to the Effective Date, upon surrender of such certificate or certificates
after the Effective Date, shall be entitled to receive in exchange therefor such
consideration as is provided in Section 1.2 hereof, for his shares of Bank
Common Stock outstanding on the Effective Date. All theretofore-unexercised
options to purchase shares of Bank Common Stock shall be canceled on and as of
the Effective Date.

1.2. CONSIDERATION FOR MERGER.

(a) DEFINITIONS. For the purposes of this Agreement, the
following terms shall have the meanings set forth in this Subparagraph (a).
Additional terms may be defined elsewhere herein.

(i) AVERAGE CLOSING PRICE. The average (rounded to the
nearest penny) of each Daily Sales Price of West One Stock for the ten
consecutive trading days ending on and including the twentieth trading day
preceding the Effective Date. Notwithstanding the foregoing, the Average
Closing Price shall be a number of dollars and cents not less than $22.52
nor more than $30.48. All prices per share under this Section 1.2(a)(i)
shall be appropriately adjusted to account for stock dividends, split-ups,
mergers, recapitalizations, combinations, conversions, exchanges of shares or
the like.

(ii) DAILY SALES PRICE. For any trading day, the mean
(unrounded) of the closing bid and asked prices of West One Stock in the
over-the-counter market as such prices are reported by the automated quotation
system of the National Association of Securities Dealers, Inc., or in the
absence thereof by such other source upon which West One and the Bank shall
mutually agree.

(iii) DISSENTING SHARES. The shares of Bank Common Stock held
by those shareholders of the Bank who have timely and properly exercised their
dissenters' rights in accordance with section 30.49.090 of the Revised Code of
Washington, as amended (the "Appraisal Laws").

- 2 -
<PAGE>

(iv) PURCHASE PRICE. The sum of:

(A) Eleven Million Six Hundred Seventy-Six Thousand
Two Hundred Fifty Dollars and No Cents ($11,676,250.00); and

(B) the net undistributed income of the Bank between
October 1, 1993 and the close of business on the last day of the calendar month
preceding the Effective Date, less any undistributed income (but not net of any
undistributed loss) derived from activities or transactions which are not normal
and recurring banking operations (such as, without limitation, the sale of
securities or loans, of capital assets, or of lines of business), all of which
shall be determined in accordance with generally accepted accounting principles,
it being understood that the amount calculated under this section 1.2(a)(iv)(B)
may be a negative number and that the effect of summing such a negative number
would be a reduction in the Purchase Price; and

(C) the amount by which the reserve for possible loan
and lease losses on the books of the Bank at the close of business on the last
day of the calendar month preceding the Effective Date, as determined in
accordance with generally accepted accounting principles, shall exceed 1.5
percent of the loan and lease portfolio of the Bank at that time on that date.

(v) WEST ONE STOCK. The common stock of West One, par
value $1.00 per share.

(b) FORM OF CONSIDERATION. Subject to the terms, conditions and
limitations set forth herein, upon surrender of his certificate or certificates
in accordance with Section 1.1 hereof, each holder of shares of Bank Common
Stock shall be entitled to receive, in exchange for each share of Bank Common
Stock held of record by such stockholder as of the Effective Date, that number
of shares of West One Stock calculated by dividing the Purchase Price by the
Average Closing Price, and by further dividing the number so reached by the
number of shares of Bank Common Stock that shall be issued and outstanding at
the Effective Date.

1.3. NO FRACTIONAL SHARES. West One will not issue fractional shares
of West One Stock. In lieu of fractional shares of West One Stock, if any,
each shareholder of the Bank who is entitled to a fractional share of West One
Stock shall receive an amount of cash equal to the product of such fraction
times the Average Closing Price. Such fractional share interest shall not
include the right to vote or to receive dividends or any interest thereon.

1.4. DISSENTING SHARES. Notwithstanding anything to the contrary
herein, each Dissenting Share whose holder, as of the Effective Date of the
Merger, has not effectively withdrawn or lost

- 3 -

<PAGE>

his dissenters' rights under the Appraisal Laws, shall not be converted into or
represent a right to receive West One Stock, but the holder thereof shall be
entitled only to such rights as are granted by the Appraisal Laws. Each holder
of Dissenting Shares who becomes entitled to payment for his Bank Common Stock
pursuant to the provisions of the Appraisal Laws shall receive payment therefor
from the Bank (but only after the amount thereof shall have been agreed upon or
finally determined pursuant to such provisions).

1.5. DIVIDENDS; INTEREST. No shareholder of the Bank will be entitled
to receive dividends on his West One Stock until he exchanges his certificates
representing Bank Common Stock for West One Stock. Any dividends declared on
West One Stock (which stock is to be delivered pursuant to this Agreement) to
holders of record on or after the Effective Date shall be paid to the Exchange
Agent (as designated in Section 1.6 of this Agreement) and, upon receipt of the
certificates representing shares of Bank Common Stock, the Exchange Agent shall
forward to the former shareholders of the Bank entitled to receive West One
Stock pursuant to the Merger (i) certificates representing their shares of West
One Stock, (ii) dividends declared thereon subsequent to the Effective Date
(without interest) and (iii) the cash value of any fractional shares determined
in accordance with Section 1.3 hereof.

1.6. DESIGNATION OF EXCHANGE AGENT. The Bank, West One-Washington, and
West One hereby designate West One Bank, Idaho ("West One-Idaho") as Exchange
Agent to effect the exchange contemplated hereby in accordance with an exchange
agency agreement ("Exchange Agency Agreement") substantially in the form of
Exhibit II attached hereto. West One or West One-Washington will, promptly
after the Effective Date, issue and deliver to West One-Idaho the share
certificates representing shares of West One Stock and the cash in lieu of
fractional shares to be paid to holders of Bank Common Stock in accordance with
this Agreement.

1.7. NOTICE OF EXCHANGE. Promptly after the Effective Date, West
One-Idaho shall mail to each holder of one or more certificates formerly
representing Bank Common Stock, except to such holders as shall have waived the
notice required by this Section 1.7, a notice specifying the Effective Date and
notifying such holder to surrender his certificate or certificates to West
One-Idaho for exchange. Such notice shall be mailed to holders by regular mail
at their addresses on the records of the Bank.

1.8. SHAREHOLDER'S AGREEMENT. Simultaneously herewith, Gerald D.
Wilson shall execute and deliver the Shareholder's Agreement in the form
attached hereto as Exhibit III (the "Shareholder's Agreement").

2. EFFECTIVE DATE.

- 4 -
<PAGE>

The Effective Date shall be the date which is the latest of:

2.1. SHAREHOLDER APPROVAL. The date following the day upon which the
shareholders of the Bank approve, ratify, and confirm the transactions
contemplated by this Agreement; or

2.2. FDIC APPROVAL. Thirty (30) days following the date of the order
of the Federal Deposit Insurance Corporation (the "FDIC") authorizing
consummation of the transactions contemplated by this Agreement; or

2.3. WASHINGTON APPROVAL. The date upon which the Supervisor of
Banking of the State of Washington (the "Supervisor") approves the Merger; or

2.4 OTHER REGULATORY APPROVALS. The date upon which any other
material order, approval or consent of a federal or state regulator of financial
institutions or financial institution holding companies authorizing consummation
of the transactions contemplated by this Agreement is obtained or any waiting
period mandated by such order, approval or consent has run; or

2.5. EXPIRATION OF STAYS. Ten (10) days after any stay of the
approvals of either the Supervisor or the FDIC of the transactions contemplated
by this Agreement or any injunction against closing of said transactions is
lifted, discharged, or dismissed; or

2.6. MUTUAL AGREEMENT. Such other date as shall be mutually agreed to
by West One and the Bank.

3. CONDITIONS PRECEDENT TO PERFORMANCE OF OBLIGATIONS OF THE PARTIES.

The obligations of the parties hereto to consummate the Merger shall be
subject to the conditions that on or before the Effective Date:

3.1. SHAREHOLDER APPROVAL. This Agreement and the reorganization
contemplated hereby shall have been duly and validly approved, ratified, and
confirmed at a meeting of shareholders duly and properly called for such
purpose, by the holders of not less than two-thirds of the outstanding shares of
Bank Common Stock, in accordance with the applicable laws of the State of
Washington.

3.2. REGULATORY APPROVALS. Orders, consents, and approvals, in form
and substance reasonably satisfactory to all the parties hereto, shall have been
entered by the requisite governmental authorities, granting the authority
necessary for consummation of the transactions contemplated by this Agreement,
pursuant to the provisions of applicable law; and all other requirements
prescribed

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<PAGE>

by law or by the rules and regulations of any other regulatory authority having
jurisdiction over such transactions shall have been satisfied.

3.3. ABSENCE OF LITIGATION. No action, suit, or proceeding shall have
been instituted or shall have been threatened before any court or other
governmental body or by any public authority to restrain, enjoin, or prohibit
the Merger contemplated by this Agreement, or which might restrict the operation
of the business of the Bank or the exercise of any rights with respect thereto
or to subject any of the parties hereto or any of their directors or officers to
any liability, fine, forfeiture, or penalty on the ground that the transactions
contemplated hereby, the parties hereto, or their directors or officers have
breached or will breach any applicable law or regulation or have otherwise acted
improperly in connection with the transactions contemplated hereby and with
respect to which the parties hereto have been advised by counsel that, in the
opinion of such counsel, such action, suit, or proceeding raises substantial
questions of law or fact which could reasonably be decided adversely to any
party hereto or its directors or officers.

3.4. ACCOUNTING TREATMENT. It shall have been determined to the
satisfaction of West One that the reorganization contemplated by this Agreement
will be treated for accounting purposes as a "pooling of interests" in
accordance with APB Opinion No. 16, and West One shall have received a letter to
the above effect from Coopers & Lybrand, certified public accountants.

3.5. SECURITIES ACT PROCEDURES.

(a) If West One shall have elected (the "Registration Statement
Election") to file a registration statement with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Securities
Act") to register the shares of West One Stock to be used as consideration in
connection with the Merger (the "Registration Statement"), then:

(i) The Registration Statement shall have become effective
under the Securities Act.

(ii) The Registration Statement shall not be subject to a
stop-order or threatened stop-order by the SEC.

(b) If West One shall have elected (the "Fairness Hearing
Election") to procure the approval of a court, or of an official or agency of
the United States, or of any State or Territorial banking or insurance
commission or other governmental authority expressly authorized by law to grant
approval of the terms and conditions of the issuance of the shares of West One
Stock in exchange for the Bank Common Stock (the "Fairness Approval"), then:

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<PAGE>

(i) The Fairness Approval shall have been received.

(ii) The Fairness Approval shall not be subject to a
stop-order or threatened stop-order.

(c) West One shall have received all required state securities
laws or "blue sky" permits and other required authorizations or confirmations of
the availability of exemptions from registration requirements necessary to issue
West One Stock in the Merger, and none of such required permits, authorizations
and confirmations shall be subject to a stop-order or threatened stop-order by
any state securities authority.

3.6. FEDERAL INCOME TAXATION.

(a) It shall have been determined to the reasonable satisfaction
of West One and the Bank, which determination shall be evidenced by a written
certification or opinion to be delivered by each of the parties hereto no later
than ten days following the date of the order of the FDIC authorizing
consummation of the transactions contemplated by this Agreement, and which
determination shall be based upon application of existing law, that the
reorganization contemplated by this Agreement shall qualify as a tax-free
reorganization under the Code, and the regulations and rulings promulgated
thereunder. Each party agrees to make such determination in good faith.

(b) In the event that either West One or the Bank fails to make a
favorable determination with respect to the tax-free nature of the
reorganization contemplated by this Agreement as provided in paragraph (a) of
this Section 3.6 within the time period provided therefor, then that party, no
later than ten days following the date of the order of the FDIC authorizing
consummation of the transactions contemplated by this Agreement, shall provide
the other party with a written statement describing in detail the reason or
reasons why it has been unable to make a favorable determination, and each of
the other parties shall be afforded five days during which it may take such
steps as it may deem necessary to cause the reorganization contemplated by this
Agreement to qualify as a tax-free reorganization under the Code, at the
conclusion of which period the party who failed to make the favorable
determination described in paragraph (a) of this Section 3.6 shall evidence its
conclusion on the effectiveness of the steps taken upon the tax-free nature of
the reorganization by a written certification or a written statement to be
delivered immediately to each of the other parties hereto. Such certification
or statement shall be rendered based upon a determination made in good faith.

4. CONDITIONS PRECEDENT TO PERFORMANCE OF THE OBLIGATIONS OF WEST ONE.

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<PAGE>

The obligations of West One hereunder are subject to the satisfaction, on
or prior to the Effective Date, of all the following conditions, compliance with
which or the occurrence of which may be waived in whole or in part by West One
in writing:

4.1. APPROVAL BY THE BANK. The directors and shareholders of the Bank
(the latter group acting pursuant to a proxy statement in form and substance
satisfactory to West One and its counsel) shall have authorized and approved the
Merger, and dissenters' rights of appraisal under the Appraisal Laws shall have
been effectively preserved as of the Effective Date by owners of not more than
eight percent (8%) of the outstanding shares of Bank Common Stock.

4.2. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.

(a) All representations and warranties of the Bank contained in
this Agreement shall be true and correct as of the Effective Date with the same
effect as if such representations and warranties had been made or given at and
as of such date, and all covenants and conditions to be performed or met by the
Bank prior to the Effective Date shall have been so performed or met. On the
Effective Date, the chairman and the chief financial officer of the Bank shall
deliver to West One a certificate to that effect.

(b) The Bank shall have performed and complied with all its
obligations hereunder which are to be complied with or performed on or before
the Effective Date.

4.3. OPINION OF BANK COUNSEL. West One shall have received a favorable
opinion from Lukins & Annis, P.S., dated the Effective Date, substantially in
form and substance as that set forth as Exhibit IV attached hereto.

4.4. OPINION OF BANK LITIGATION COUNSEL. If on the Effective Date the
Bank shall have become or shall be a party to any litigation, West One shall
have received a favorable opinion dated the Effective Date, in form and
substance satisfactory to its counsel, from litigation counsel to the Bank,
whose identity shall be acceptable to West One. Such opinion shall state that
the litigation set forth in Schedule A hereto, and that to which the Bank shall
have become party subsequent to the date hereof and prior to the Effective Date,
would not have, in the aggregate, a material adverse effect on the financial
condition or results of operations of the Bank.

4.5. DELIVERY OF BRANCH AUTHORIZATIONS. The Bank shall have delivered
to West One originals or certified copies of all of its regulatory
authorizations entitling the Bank to operate each of its branch offices as
branch offices of the Bank, together with a certification by its President and
its Chief Executive Officer dated the Effective Date, certifying that such
branch certificates

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<PAGE>

have not been revoked or threatened to be revoked and that such certificates are
in full force and effect.

4.6. NO ADVERSE DEVELOPMENTS. During the period from December 31, 1993
to the Effective Date, there shall not have been any material adverse change in
the financial position or results of operations of the Bank nor shall the Bank
have sustained any material loss or damage to its properties, whether or not
insured, which materially affects its ability to conduct its business; none of
the events described in clauses (a) through (e) of Section 6.16 of this
Agreement shall have occurred, and each of the practices and conditions
described in clauses (w) through (z) of that section shall have been maintained;
and West One shall have received a certificate dated the Effective Date signed
by the President and the Chief Executive Officer of the Bank to the foregoing
effect and to the further effect that except for those liabilities listed on
Schedule A relating to liabilities under Section 6.15 hereof, any liabilities of
the Bank at the Effective Date which were not reflected on the balance sheet of
the Bank as of December 31, 1993 are only liabilities incurred in the ordinary
course of business subsequent to the date of said balance sheet. The delivery
of such officers' certificate shall in no way diminish the warranties and
representations of the Bank made in this Agreement.

4.7. ABSENCE OF MISSTATEMENTS AND OMISSIONS. West One shall not have
discovered any material error, misstatement, or omission in any of the
representations or warranties of the Bank or any material failure to perform or
satisfy any covenants of the Bank contained herein.

4.8. NET WORTH. On and as of the Effective Date, the net worth of the
Bank as determined in accordance with generally accepted accounting principles
shall not be less than the sum of (a) the aggregate contributions to capital
caused by the payments accompanying the exercise of any stock options on or
after December 31, 1993, and (b) Eight Million Four Hundred Thousand Dollars and
No Cents ($8,400,000.00), as measured following the establishment of appropriate
reserves to account for the fairly estimated payment to be made with respect to
Dissenting Shares as referred to in Section 1.4.

4.9. LOAN QUALITY. On and as of the Effective Date:

(a) The aggregate book value of loans on the financial statements
of the Bank which are subject to adverse classification as "substandard,"
"doubtful," or "loss" under regulatory policies promulgated by the Federal
Financial Institutions Examination Council or its member agencies shall not
exceed Three Million Dollars ($3,000,000.00).

(b) The aggregate book value of loans on the financial statements
of the Bank which are subject to being listed as

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<PAGE>

"doubtful" or "loss" under regulatory policies promulgated by the Federal
Financial Institutions Examination Council or its member agencies shall not
exceed Five Hundred Thousand Dollars ($500,000.00).

(c) The aggregate book value of assets on the financial statements
of the Bank which are nonperforming loans shall not exceed One Million Dollars
($1,000,000.00). For purposes of this subparagraph (c), "nonperforming loans"
shall mean (i) loans which have been placed on nonaccrual status (or which,
under accepted standards of prudent banking, should have been placed on
nonaccrual status), plus (ii) loans that have been restructured and whose terms
have been compromised because of a deterioration in the financial position of
the borrower, plus (iii) assets classified as "other real estate owned."

4.10. ADVERSE LEGISLATION. No legislation shall have been enacted and
no regulation shall have been adopted that has rendered or will render
consummation of any of the material transactions contemplated by this Agreement
impossible, or that would materially and adversely affect the economic
assumptions of the material transactions contemplated hereby or the business,
operations, financial condition, properties or assets of the combined enterprise
of West One and the Bank or otherwise materially impair the value of the Bank to
West One.

4.11. RELEASES OF INTERESTED PERSONS. West One shall have received
from each of the persons listed on Schedule B hereto, in form and substance
reasonably acceptable to West One, an unrestricted and unconditional release of
all claims such person has or may have against the Bank.

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<PAGE>

5. CONDITIONS PRECEDENT TO PERFORMANCE OF OBLIGATIONS OF THE BANK.

The obligations of the Bank hereunder are subject to the satisfaction, on
or prior to the Effective Date, of all the following conditions, compliance with
which or the occurrence of which may be waived in whole or in part by the Bank
in writing:

5.1. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.

(a) The representations and warranties of West One contained in this
Agreement shall be true and correct as of the Effective Date with the same
effect as if such representations and warranties had been made or given at and
as of the Effective Date, and all covenants and conditions to be performed or
met by West One prior to the Effective Date shall have been so performed or met.
On the Effective Date, either the Chairman of the Board or the President of West
One shall deliver to the Bank a certificate to that effect; and

(b) West One shall have performed and complied with all its
obligations hereunder which are to be complied with or performed on or before
the Effective Date.

5.2. OPINION OF WEST ONE COUNSEL. The Bank shall have received a favorable
opinion of Messrs. Metzger, Hollis, Gordon & Mortimer, dated the Effective Date,
substantially in form and substance as that set forth as Exhibit V attached
hereto.

5.3. NO ADVERSE DEVELOPMENTS. During the period from December 31, 1993 to
the Effective Date, there shall not have been any material adverse change in the
financial position or results of operations of West One nor shall West One have
sustained any material loss or damage to its properties, whether or not insured,
which materially affects its ability to conduct its business; and the Bank shall
have received a certificate dated the Effective Date signed by either the
Chairman of the Board or the President of West One to the foregoing effect. The
delivery of such officers' certificate shall in no way diminish the warranties
and representations of West One made in this Agreement.

5.4. ABSENCE OF MISSTATEMENTS AND OMISSIONS. The Bank shall not have
discovered any material error, misstatement, or omission in any of the
representations or warranties of West One or any material failure to perform or
satisfy any covenants of West One contained herein.

5.5. ADVERSE LEGISLATION. No legislation shall have been enacted and no
regulation shall have been adopted that has rendered or will render consummation
of any of the material transactions contemplated by this Agreement impossible,
or that would materially

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<PAGE>

and adversely affect the economic assumptions of the material transactions
contemplated hereby or the business, operations, financial condition, properties
or assets of the combined enterprise of West One and the Bank.

6. REPRESENTATIONS AND WARRANTIES OF THE BANK.

Except as disclosed in Schedule A which is to be delivered by the Bank to
West One not later than ten (10) business days after the date of execution of
this Agreement, if at all, and which only if delivered within such period shall
thereupon be deemed to have been made and to be a part hereof, the Bank
represents and warrants to West One as follows:

6.1. ORGANIZATION, POWERS, AND QUALIFICATIONS. The Bank is a banking
corporation which is duly organized, validly existing, and in good standing
under the laws of the State of Washington and has all requisite corporate power
and authority to own and operate its properties and assets, to lease properties
used in its business, and to carry on its business as now conducted. The Bank
owns or possesses in the operation of its business all franchises, licenses,
permits, branch certificates, consents, approvals, waivers, and other
authorizations, governmental or otherwise, which are necessary for it to conduct
its business as now conducted, except for those where the failure of such
ownership or possession would not adversely affect the operation and properties
of the Bank in any material respect. The Bank is duly qualified and licensed to
do business and is in good standing in every jurisdiction in which such
qualification or license is required or with respect to which the failure to be
so qualified or licensed could result in material liability or adversely affect
the operation and properties of the Bank in any material respect.

6.2. EXECUTION AND PERFORMANCE OF AGREEMENT. The Bank has all requisite
corporate power and authority to execute and deliver this Agreement and to
perform its respective terms.

6.3. ABSENCE OF VIOLATIONS.

(a) The Bank is not in violation of its respective charter documents
or bylaws, or of any applicable federal, state, or local law or ordinance or any
order, rule, or regulation of any federal, state, local, or other governmental
agency or body (including, without limitation, all banking, securities,
municipal securities, safety, health, environmental, zoning, antidiscrimination,
antitrust, and wage and hour laws, ordinances, orders, rules, and regulations),
in any material respect, or in default with respect to any order, writ,
injunction, or decree of any court, or in default under any order, license,
regulation, or demand of any governmental agency, any of which violations or
defaults might have a materially adverse effect on the business,

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<PAGE>

properties, liabilities, financial position, results of operations, or prospects
of the Bank; and the Bank has not received any claim or notice of violation with
respect thereto.

(b) Neither the Bank nor any member of its management is a party to
any assistance agreement, supervisory agreement, memorandum of understanding,
consent order, cease and desist order or condition of any regulatory order or
decree with or by the Supervisor, the FDIC, any other banking or securities
authority of the United States or the State of Washington, or any other
regulatory agency that relates to the conduct of the business of the Bank or its
assets. No such agreement, memorandum, order, condition, or decree is pending
or threatened.

(c) The Bank has established policies and procedures to provide
reasonable assurance of compliance in a safe and sound manner with the Bank
Secrecy Act (31 U.S.C. Section 5301), the Truth-in-Lending Act (15 U.S.C.
Section 1601 et seq.), the Home Mortgage Disclosure Act of 1975 (12 U.S.C.
Section 2801 et seq.), and the Expedited Funds Availability Act (12 U.S.C.
Section 4001 et seq.) and regulations adopted under each of them, so that
transactions are executed and assets are maintained in accordance with such laws
and regulations. The policies and practices of the Bank with respect to such
laws and regulations reasonably limit noncompliance and detect and report
noncompliance to management of the Bank.

6.4. COMPLIANCE WITH AGREEMENTS. The Bank is not in violation of any
material term of any material security agreement, mortgage, indenture, or any
other contract, agreement, instrument, lease, or certificate. The capital
ratios of the Bank comply fully with all terms of all currently outstanding
supervisory and regulatory requirements and with the conditions of all
regulatory orders and decrees.

6.5. BINDING OBLIGATIONS; DUE AUTHORIZATION. Subject to the approval of
the shareholders of the Bank, this Agreement constitutes valid, legal, and
binding obligations of the Bank, enforceable against it in accordance with its
terms, except as enforcement may be limited by applicable bankruptcy,
insolvency, moratorium or similar law, or by general principles of equity. The
execution, delivery, and performance of this Agreement and the transactions
contemplated thereby have been duly and validly authorized by the board of
directors of the Bank. Subject to approval by the shareholders of the Bank of
this Agreement, no other corporate proceedings on the part of the Bank are
necessary to authorize this Agreement or the carrying out of the transactions
contemplated hereby.

6.6. ABSENCE OF DEFAULT. None of the execution or the delivery of this
Agreement, the consummation of the transactions contemplated thereby, or the
compliance with or fulfillment of the terms thereof will conflict with, or
result in a breach of any of

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<PAGE>

the terms, conditions, or provisions of, or constitute a default under the
organizational documents or bylaws of the Bank. None of such execution,
consummation, or fulfillment will (a) conflict with, or result in a material
breach of the terms, conditions, or provisions of, or constitute a material
violation, conflict, or default under, or give rise to any right of termination,
cancellation, or acceleration with respect to, or result in the creation of any
lien, charge, or encumbrance upon, any property or assets of the Bank pursuant
to any material agreement or instrument under which the Bank is obligated or by
which any of its properties or assets may be bound, including without limitation
any material lease, contract, mortgage, promissory note, deed of trust, loan,
credit arrangement or other commitment or arrangement of the Bank in respect of
which it is an obligor, (b) if the Merger is approved by the FDIC under the Bank
Merger Act, 12 U.S.C. Section 1828(c), and if the Merger is approved by the
Supervisor, violate any law, statute, rule, or regulation of any government or
agency to which the Bank is subject and which is material to its operations, or
(c) violate any judgment, order, writ, injunction, decree, or ruling applicable
to the Bank or any of its properties or assets. None of the execution or
delivery of this Agreement, the consummation of the transactions contemplated
thereby, or the compliance with or fulfillment of the terms thereof will require
any authorization, consent, approval, or exemption by any person which has not
been obtained, or any notice or filing which has not been given or done, other
than approval of the transactions contemplated by this Agreement by the FDIC and
the Supervisor.

6.7. CORPORATE STRUCTURE. No corporation or other entity is registered or
is required to be registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended, by virtue of its control over the Bank or over
any company that directly or indirectly has control over the Bank.

6.8. SUBSIDIARIES.

(a) The Bank has no subsidiaries and since its incorporation has not
had any subsidiaries, does not directly or indirectly own, control, or hold with
the power to vote, and since its incorporation has not directly or indirectly
owned, controlled, or held with the power to vote, any shares of the capital
stock of any company (except shares held by the Bank for the account of others
in a fiduciary or custodial capacity in the ordinary course of its business).

(b) The Bank does not have a direct or indirect equity or ownership
interest which represents 5 percent or more of the aggregate equity or ownership
interest of any entity (including, without limitation, corporations,
partnerships, and joint ventures).

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<PAGE>

6.9. CAPITAL STRUCTURE. The authorized capital stock of the Bank consists
of 2,500 shares of Bank Common Stock, of which 2,044 shares have been duly
issued and are validly outstanding, fully paid, and nonassessable and are held
by approximately 53 shareholders of record. These are the only voting
securities of the Bank authorized, issued, or outstanding as of such date; no
subscriptions, warrants, options, rights, convertible securities, or similar
arrangements or commitments in respect of securities of the Bank are authorized,
issued, or outstanding which would enable the holder thereof to purchase or
otherwise acquire shares of any class of capital stock of the Bank. No other
voting securities or subscriptions, warrants, options, rights, convertible
securities, or similar arrangements or commitments in respect of securities of
the Bank will be issued or outstanding. The Bank is not a party to, and is not
obligated by, any commitment, plan, or arrangement to issue or to sell any
shares of capital stock or any other equity interest in the Bank. None of the
shares of Bank Common Stock has been issued in violation of the preemptive
rights of any shareholder. None of the Bank Common Stock is subject to any
restrictions upon the transfer thereof under the terms of the corporate charter
or bylaws of the Bank. As of the date hereof, to the best of the knowledge of
the Bank, and except for this Agreement and Plan of Reorganization, there are no
shareholder agreements, or other agreements, understandings, or commitments
relating to the right of any holder or beneficial owner of more than 1 percent
of the issued and outstanding shares of Bank Common Stock to vote or to dispose
of his or its shares of Bank Common Stock.

6.10. ARTICLES OF INCORPORATION, BYLAWS, AND MINUTE BOOKS. The copies of
the articles of incorporation and all amendments thereto and of the bylaws, as
amended, of the Bank have been made or will, no later than ten business days
after the date hereof, be made available to West One and, when so made
available, will be true, correct, and complete copies thereof. The minute books
of the Bank which have been made or will, no later than ten business days after
the date hereof, be made available to West One for its continuing inspection
until the Effective Date, contain accurate minutes of all meetings and accurate
consents in lieu of meetings of the board of directors (and any committee
thereof) and of the shareholders of the Bank since its inception. These minute
books accurately reflect all transactions referred to in such minutes and
consents in lieu of meetings and disclose all material corporate actions of the
shareholders and boards of directors of the Bank and all committees thereof.
Except as reflected in such minute books, there are no minutes of meetings or
consents in lieu of meetings of the board of directors (or any committee
thereof) or of shareholders of the Bank.

6.11. BOOKS AND RECORDS. The books and records of the Bank fairly reflect
the transactions to which it is a party or by which its properties are subject
or bound. Such books and records have been properly kept and maintained and are
in compliance in all

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<PAGE>

material respects with all applicable legal and accounting requirements. The
Bank follows generally accepted accounting principles applied on a consistent
basis in the preparation and maintenance of its and their books of account and
financial statements, including but not limited to the application of the
accrual method of accounting for interest income on loans, leases, discounts,
and investments, interest expense on deposits and all other liabilities, and all
other items of income and expense. The Bank has made all accruals in amounts
which accurately report income and expense in the proper periods in accordance
with generally accepted accounting principles. The Bank has filed all material
reports and returns required by any law or regulation to be filed by it.

6.12. REGULATORY APPROVALS AND FILINGS, CONTRACTS, COMMITMENTS, ETC. The
Bank has made or will, no later than ten business days after the date hereof,
make available to West One or grant to West One continuing access until the
Effective Date to originals or copies of the following documents relating to the
Bank:

(a) All regulatory approvals received since January 1, 1989, of the
Bank relating to all bank and nonbank acquisitions or the establishment of DE
NOVO operations;

(b) All employment contracts, election contracts, retention
contracts, deferred compensation, non-competition, bonus, stock option,
profit-sharing, pension, retirement, consultation after retirement, incentive,
insurance arrangements or plans (including medical, disability, group life or
other insurance plans), and any other remuneration or fringe benefit
arrangements applicable to employees, officers, or directors of the Bank,
accompanied by any agreements, including trust agreements, embodying such
contracts, plans, or arrangements, and all employee manuals and memoranda
relating to employment and benefit policies and practices of any nature
whatsoever (whether or not distributed to employees or any of them), and any
actuarial reports and audits relating to such plans;

(c) All material contracts, agreements, leases, mortgages, and
commitments, except those entered into in the ordinary course of business, to
which the Bank is a party or may be bound; or, if any of the same be oral, true,
accurate, and complete written summaries of all such oral contracts, agreements,
leases, mortgages, and commitments;

(d) All material contracts, agreements, leases, mortgages, and
commitments, whether or not entered into in the ordinary course of business, to
which the Bank is a party or may be bound and which require the consent or
approval of third parties to the execution and delivery of this Agreement or to
the consummation or performance of any of the transactions contemplated thereby,
or, if any of the same be oral, true, accurate, and complete written

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<PAGE>

summaries of all such oral contracts, agreements, leases, mortgages, and
commitments;

(e) All deeds, leases, contracts, agreements, mortgages, and
commitments, whether or not entered into in the ordinary course of business, to
which the Bank is a party or may be bound and which relate to land, buildings,
fixtures, or other real property upon or within which the Bank operates its
businesses or is authorized to operate its businesses, or with respect to which
the Bank has any application pending for authorization to operate its
businesses;

(f) Any pending application, including any documents or materials
related thereto, which has been filed by the Bank with any federal or state
regulatory agency with respect to the establishment of a new office or the
acquisition or establishment of any additional banking or nonbanking subsidiary;
and

(g) All federal and state tax returns filed by the Bank for the years
1984 through 1992, a copy of the most recent audit examination of the Bank by
the Internal Revenue Service ("IRS"), if any, a copy of the most recent state
revenue agency examination, if any, of the Bank, and all tax rulings with
respect to the Bank received from the IRS since January 1, 1984.

6.13. FINANCIAL STATEMENTS. The Bank has furnished or will, no later than
ten business days after the date hereof, furnish to West One its statement of
condition as of each of December 31, 1988, December 31, 1989, December 31, 1990,
December 31, 1991, December 31, 1992, and December 31, 1993, and its related
statement of income, statement of changes in financial position, and statement
of changes in stockholders' equity for each of the periods then ended, and the
notes thereto (collectively, the "Bank Financial Statements"). All of the Bank
Financial Statements, including the related notes, (a) were prepared in
accordance with generally accepted accounting principles applied in all material
respects and as to each category of assets and liabilities and each category of
income and expense on a consistent basis throughout the periods involved, and
(b) are in accordance with the books and records of the Bank which have been
maintained in accordance with generally accepted accounting principles or the
requirements of financial institution regulatory authorities, as the case may
be, and (c) fairly reflect the financial position of the Bank as of such dates,
and the results of operations of the Bank for the periods ended on such dates,
and do not fail to disclose any material extraordinary or out-of-period items,
and (d) reflect, in accordance with generally accepted accounting principles
applied in all material respects and as to each category of assets and
liabilities and each category of income and expense on a consistent basis
throughout the periods involved, adequate provision for, or reserves against,
the possible loan and lease losses of the Bank as of such dates.

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<PAGE>

6.14. CALL REPORTS.

(a) The Bank has furnished or will, no later than ten business days
after the date hereof, furnish to West One its Reports of Condition and Reports
of Income for the calendar quarters dated March 31, 1991 and thereafter. All of
such Reports of Condition and Reports of Income, including the related schedules
and memorandum items, were prepared in accordance with generally accepted
accounting principles applied in all material respects and as to each category
of assets and liabilities and each category of income and expense on a
consistent basis throughout the periods involved.

(b) No adjustments are required to be made to the equity capital
account of the Bank as reported on any of the Reports of Condition referred to
in Subsection 6.14(a) hereof, in any amount whether material or otherwise, in
order to conform such equity capital account to equity capital as would be
determined in accordance with generally accepted accounting principles.

6.15. ABSENCE OF UNDISCLOSED LIABILITIES. At December 31, 1993 the Bank
had no obligation or liability of any nature (whether absolute, accrued,
contingent, or otherwise, and whether due or to become due) which was material,
or that when combined with all similar obligations or liabilities would have
been material, to the Bank, (a) except as disclosed in the Bank Financial
Statements and (b) except for unfunded loan commitments made by the Bank in the
ordinary course of its business consistent with past practice; nor does there
exist a set of circumstances resulting from transactions effected or events
occurring on or prior to December 31, 1993 or from any action omitted to be
taken during such period that could reasonably be expected to result in any such
material obligation or liability, except as disclosed or provided for in the
Bank Financial Statements. The amounts set up as current liabilities for taxes
in the Bank Financial Statements are sufficient for the payment of all taxes
(including, without limitation, federal, state, local, and foreign excise,
franchise, property, payroll, income, capital stock, and sales and use taxes)
accrued in accordance with generally accepted accounting principles and unpaid
at December 31, 1993. Since December 31, 1993, the Bank has not incurred or
paid any obligation or liability that would be material to the Bank, except for
obligations incurred or paid in connection with transactions by it in the
ordinary course of its business consistent with past practices and except as
expressly contemplated herein.

6.16. ABSENCE OF CERTAIN DEVELOPMENTS. Since December 31, 1993, there has
been (a) no material adverse change in the condition, financial or otherwise,
assets, properties, liabilities, or businesses of the Bank; (b) no declaration,
setting aside, or payment of (i) any regular dividend other than customary cash
dividends described in Section 7.4(a) of this Agreement or (ii) any

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<PAGE>

special dividend or other distribution with respect to any class of capital
stock of the Bank; (c) no repurchase by the Bank of any of its capital stock;
(d) no material loss, destruction, or damage to any material property of the
Bank, which loss, destruction, or damage is not covered by insurance; and (e) no
material acquisition or disposition of any asset, nor any material contract
outside the ordinary course of business entered into by the Bank nor any
substantial amendment or termination of any material contract outside the
ordinary course of business to which the Bank is a party, nor any other
transaction by the Bank involving an amount in excess of $50,000 other than for
fair value in the ordinary course of its business. Since December 31, 1993, (w)
the Bank has conducted its business only in the ordinary course of such business
and consistent with past practice; (x) except to the extent approved by West
One, the Bank has maintained the level of the ratio of its loans to its deposits
within 10 percent of the level that existed at December 31, 1993; (y) the Bank
has administered its investment portfolio pursuant to essentially the same
policies and procedures as existed during 1992 and the first nine months of
1993; and (z) the Bank has not taken any action to reduce the percentage which
the aggregate investment portfolio of the Bank bears to the total assets of the
Bank or to lengthen the average maturity of the investment portfolio, or of any
significant category thereof, to any material extent.

6.17. RESERVE FOR POSSIBLE LOAN AND LEASE LOSSES.

(a) The Bank's reserve for possible loan and lease losses as of
December 31, 1993 was adequate to absorb reasonably anticipated losses in the
loan and lease portfolios of the Bank, in view of the size and character of such
portfolios, current economic conditions, and other pertinent factors; and no
facts have subsequently come to the attention of management of the Bank which
would cause it to restate in any material way the level of such reserve for
possible loan and lease losses.

(b) The Bank's reserve for possible loan and lease losses is not less
than 1.5 percent of the loan and lease portfolio of the Bank.

6.18. TAX MATTERS.

(a) All federal, state, local, and foreign tax returns and reports
(including, without limitation, all income tax, unemployment compensation,
social security, payroll, sales and use, excise, privilege, property, ad
valorem, franchise, license, school, and any other tax under laws of the United
States or any state or municipal or political subdivision thereof) required to
be filed by or on behalf of the Bank have been timely filed with the appropriate
governmental agencies in all jurisdictions in which such returns and reports are
required to be filed, or requests for extensions have been timely filed,
granted, and have not expired

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<PAGE>

for periods ending on or before December 31, 1992, and all returns filed are
complete and accurate to the best information and belief of the management of
the Bank and properly reflect the taxes of the Bank for the periods covered
thereby. All taxes shown on filed returns have been paid. As of the date
hereof, there is no audit examination, deficiency, or refund litigation or tax
claim or any notice of assessment or proposed assessment by the IRS or any other
taxing authority, or any other matter in controversy with respect to any taxes
that might result in a determination adverse to the Bank, except as reserved
against in the Bank Financial Statements. All federal, state, and local taxes,
assessments, interest, additions, deficiencies, fees, penalties, and other
governmental charges or impositions due with respect to completed and settled
examinations or concluded litigation have been properly accrued or paid.

(b) The Bank has not executed an extension or waiver of any statute
of limitations on the assessment or collection of any tax due that is currently
in effect.

(c) To the extent any federal, state, local, or foreign taxes are due
from the Bank for the period or periods beginning October 1, 1993 or thereafter
through and including the Effective Date, adequate provision on an estimated
basis has been or will be made for the payment of such taxes by establishment of
appropriate tax liability accounts on the last monthly financial statements of
the Bank prepared before the Effective Date.

(d) Deferred taxes of the Bank have been or will be provided for in
accordance with generally accepted accounting principles.

(e) The Bank's deduction for bad debts taken and the reserve for
possible loan and lease losses for federal income tax purposes at December 31,
1992, were not greater than the maximum amount permitted under the provisions of
section 585 of the Code.

(f) Other than liens arising under the laws of the State of
Washington with respect to taxes assessed and not yet due and payable, there are
no tax liens on any of the properties or assets of the Bank.

(g) The Bank has timely filed all information returns required by
sections 6041, 6041A, 6042, 6045, 6049, 6050H, and 6050J of the Code and has
exercised due diligence in obtaining certified taxpayer identification numbers
as required pursuant to Treasury Regulations Section 35a.9999.

(h) The taxable year end of the Bank for federal income tax purposes
is, and since the inception of the Bank has continuously been, December 31.

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<PAGE>

6.19. NET WORTH. The net worth of the Bank on the date first above
written, as determined in accordance with generally accepted accounting
principles, is not less than Eight Million Four Hundred Thousand Dollars and No
Cents ($8,400,000.00).

6.20. BANK EXAMINATIONS. To the extent consistent with law, the Bank has
heretofore disclosed or will, no later than ten business days after the date
hereof, disclose to West One relevant information contained in the most recent
Report of Examination issued by the Supervisor and the most recent Report of
Examination issued by the FDIC. Such information so disclosed consists or will
consist of all material information with respect to the financial condition of
the Bank included in such reports, and does not omit or will not omit any
information necessary to make the information disclosed not misleading.

6.21. REPORTS. Since January 1, 1990, the Bank has effected all
registrations and filed all reports and statements, together with any amendments
required to be made with respect thereto, which the Bank was required to effect
or file with (a) the Supervisor, (b) the FDIC, (c) the Board of Governors of the
Federal Reserve System (the "Board of Governors"), (d) the United States
Department of the Treasury, and (e) any other governmental or regulatory
authority or agency having jurisdiction over the operations of the Bank. Each
of such registrations, reports, and documents, including the financial
statements, exhibits, and schedules thereto, does not contain any statement
which, at the time and in the light of the circumstances under which it was
made, is false or misleading with respect to any material fact or which omits to
state any material fact necessary in order to make the statements contained
therein not false or misleading.

6.22. FIRA COMPLIANCE AND OTHER TRANSACTIONS WITH AFFILIATES. None of the
officers, directors, or beneficial holders of 5 percent or more of the common
stock of the Bank, and no person "controlled" (as that term is defined in the
Financial Institutions Regulatory and Interest Rate Control Act of 1978) by the
Bank, has any ongoing material transaction with the Bank on the date of this
Agreement. None of such officers, directors, holders, or other persons has any
ownership interest in any business, corporate or otherwise, which is a party to,
or in any property which is the subject of, business arrangements or
relationships of any kind with the Bank not in the ordinary course of business.
Any other extensions of credit by the Bank to such officers, directors, and
other persons have heretofore been disclosed in writing by the Bank to West One.

6.23. PERIOD OF OPERATION. The Bank has conducted business for a
continuous period of not less than three years prior to the date hereof.

6.24. LEGAL PROCEEDINGS. Except as disclosed in the Bank Financial
Statements, there is no claim, action, suit, arbitration,

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<PAGE>

investigation, or other proceeding pending before any court, governmental
agency, authority or commission, arbitrator, or "impartial mediator" (of which
the Bank has been served with process or otherwise been given notice) or, to the
knowledge of the Bank, threatened or contemplated against or affecting it or its
property, assets, interests, or rights, or any basis therefor of which notice
has been given, which, if adversely determined, would have a material adverse
effect (financial or otherwise) on the business, operating results, or financial
condition of the Bank or which otherwise could prevent, hinder, or delay
consummation of the transactions contemplated by this Agreement.

6.25. ABSENCE OF GOVERNMENTAL PROCEEDINGS. The Bank is not a party
defendant or respondent to any pending legal, equitable, or other proceeding
commenced by any governmental agency and, to the best of its knowledge, no such
proceeding is threatened.

6.26. FEDERAL DEPOSIT INSURANCE. The deposits held by the Bank are insured
within statutory limits by the Bank Insurance Fund of the FDIC pursuant to the
provisions of the Federal Deposit Insurance Act, as amended (12 U.S.C. Section
1811 ET SEQ.), and the Bank has paid all assessments and filed all related
reports and statements required under the Federal Deposit Insurance Act. None
of the deposits of the Bank are insured by the Savings Association Insurance
Fund of the FDIC.

6.27. OTHER INSURANCE. The Bank carries insurance with reputable insurers,
including blanket bond coverage, in such amounts as are reasonable to cover such
risks as are customary in relation to the character and location of its
properties and the nature of its businesses. All such policies of insurance are
in full force and effect, and no notice of cancellation has been received. All
premiums to date have been paid in full. The Bank is not in default with
respect to any such policy which is material to the Bank.

6.28. LABOR MATTERS. The Bank is not a party to or bound by any collective
bargaining contracts with respect to any employees of the Bank. Since
January 1, 1984, there has not been, nor to the knowledge of the Bank was there
or is there threatened, any strike, slowdown, picketing, or work stoppage by any
union or other group of employees against the Bank or any of its premises, or
any other labor trouble or other occurrence, event, or condition of a similar
character. As of the date hereof, the Bank is not aware of any attempts to
organize a collective bargaining unit to represent any of its employee groups.

6.29. EMPLOYEE BENEFIT PLANS.

(a) The Bank has previously made available or will, no later than ten
business days after the date hereof, make available to West One for its
continuing review until the Effective Date

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<PAGE>

true, complete, and accurate copies of all pension, retirement, stock purchase,
stock bonus, stock ownership, stock option, performance share, stock
appreciation right, phantom stock, savings, or profit-sharing plans, any
employment, deferred compensation, consultant, bonus, or collective bargaining
agreement, or group insurance contract or any other incentive, welfare, life
insurance, death or survivor's benefit, health insurance, sickness, disability,
medical, surgical, hospital, severance, layoff or vacation plans, contracts, and
arrangements or employee benefit plans or agreements sponsored, maintained, or
contributed to by the Bank for the employees or former employees of the Bank,
together with (i) the most recent actuarial and financial report prepared with
respect to any plans of the Bank which constitute "qualified plans" under
section 401(a) of the Code, and (ii) the most recent annual reports, if any,
filed with any government agency and all IRS rulings and determination letters
and any open requests for such rulings and letters that pertain to any such
plan.

(b) Except for liabilities to the Pension Benefit Guaranty
Corporation ("PBGC") pursuant to section 4007 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), all of which have been fully paid,
and except for liabilities to the IRS under section 4971 of the Code, all of
which have been fully paid, the Bank has no liability to the PBGC or to the IRS
with respect to any pension plan qualified under section 401 of the Code.

(c) All "employee benefit plans," as defined in section 3(3) of
ERISA, that cover one or more employees employed by the Bank (each individually
a "Plan" and collectively the "Plans"), comply in all material respects with
ERISA and, where applicable for tax-qualified or tax-favored treatment, with the
Code. As of December 31, 1993, the Bank had no material liability under any
Plan which is not reflected on the Bank Financial Statements as of such date
(other than such normally unrecorded liabilities under the Plans for sick leave,
holiday, education, bonus, vacation, incentive compensation, and anniversary
awards, provided that such liabilities are not in any event material). Neither
the Plans, the Bank nor any trustee or administrator of the Plans has ever
engaged in a "prohibited transaction" with respect to the Plans within the
meaning of section 406 of ERISA or, where applicable, section 4975 of the Code
for which no exemption is applicable, nor have there been any "reportable
events" within section 4043 of ERISA for which the thirty-day notice therefor
has not been waived. The Bank has not incurred any liability under section 4201
of ERISA for a complete or partial withdrawal from a multi-employer plan.

(d) No action, claim, or demand of any kind has been brought or threatened
by any potential claimant or representative of such a claimant under any plan,
contract, or arrangement referred to in Subsection (a) of this section, where
the Bank may be either (i) liable directly on such action, claim, or demand; or
(ii) obligated

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<PAGE>

to indemnify any person, group of persons, or entity with respect to such
action, claim, or demand which is not fully covered by insurance maintained with
reputable, responsible financial insurers or by a self-insured plan.

6.30. EMPLOYEE RELATIONS. As of the date hereof, the Bank is, to the best
of its knowledge, in compliance in all material respects with all federal and
state laws, regulations, and orders respecting employment and employment
practices (including Title VII of the Civil Rights Act of 1964), terms and
conditions of employment, and wages and hours; and the Bank is not engaged in
any unfair labor practice. As of the date hereof, no dispute exists between the
Bank, and any of its employee groups regarding any employee organization, wages,
hours, or conditions of employment which would materially interfere with the
business or operations of the Bank.

6.31. FIDUCIARY ACTIVITIES. Except with respect to fiduciary and custodial
activities for individual retirement accounts within the meaning of section 408
of the Code ("IRAs"), the Bank does not act, and since its inception has not
acted, in a fiduciary or custodial capacity or otherwise conducted trust
activities. The Bank is exempt from registration under the federal Investment
Advisers Act of 1940, as amended. Since its inception the Bank has conducted,
and currently is conducting, all fiduciary and custodial activities for IRAs in
all material respects in accordance with all applicable law. To the best
knowledge of the Bank, it is not subject to any contingent liability which, if
resolved adversely, would be material to the business of the Bank.

6.32. ENVIRONMENTAL LIABILITY.

(a) The Bank is not in violation of any judgment, decree, order, law,
license, rule or regulation pertaining to environmental matters, including those
arising under the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), the
Superfund Amendments and Reauthorization Act of 1986, the Federal Water
Pollution Control Act, the Federal Clean Air Act, the Toxic Substances Control
Act or any state or local statute, regulation, ordinance, order or decree
relating to health, safety or the environment ("Environmental Laws").

(b) Neither the Bank nor, to the actual knowledge of the Bank, any
borrower of the Bank has received notice that it has been identified by the
United States Environmental Protection Agency as a potentially responsible party
under CERCLA with respect to a site listed on the National Priorities List,
40 C.F.R. Part 300 Appendix B, nor has the Bank or, to the best knowledge of the
Bank, any borrower of the Bank received any notification that any hazardous
waste, as defined by 42 U.S.C. Section 6903(5), any hazardous substances, as
defined by 42 U.S.C. Section 9601(14), any "pollutant or contaminant,"

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<PAGE>

as defined by 42 U.S.C. Section 9601(33), or any toxic substance, hazardous
materials, oil, or other chemicals or substances regulated by any Environmental
Laws ("Hazardous Substances") that it has disposed of has been found at any site
at which a federal or state agency is conducting a remedial investigation or
other action pursuant to any Environmental Law.

(c) No portion of any real property at any time owned or leased by
the Bank (collectively, the "Bank Real Estate") has been used by the Bank for
the handling, processing, storage or disposal of Hazardous Substances in a
manner which violates any Environmental Laws and, to the best knowledge of the
Bank, no underground tank or other underground storage receptacle for Hazardous
Substances is located on any of the Bank Real Estate. In the course of its
activities, the Bank has not generated and is not generating any hazardous waste
on any of the Bank Real Estate in a manner which violates any Environmental
Laws. There has been no past or present releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
disposing or dumping (collectively, a "Release") of Hazardous Substances by the
Bank on, upon, or into any of the Bank Real Estate. In addition, to the best
knowledge of the Bank, there have been no such releases on, upon, or into any
real property in the vicinity of any of the Bank Real Estate that, through soil
or groundwater contamination, may be located on any of such Bank Real Estate.

(d) With respect to any real property at any time held as collateral
for any outstanding loan by the Bank (collectively, the "Collateral Real
Estate"), the Bank has not at any time received written notice from any borrower
thereof or third party that such borrower has generated or is generating any
hazardous waste on any of the Collateral Real Estate in a manner which violates
any Environmental Laws or that there has been any Release of Hazardous
Substances by such borrower on, upon, or into any of the Collateral Real Estate,
or that there has been any release on, upon, or into any real property in the
vicinity of any of the Collateral Real Estate that, through soil or groundwater
contamination, may be located on any of such Collateral Real Estate.

(e) As used in this Section 6.32, the term "Bank" includes Valley
Commercial Bank and any partnership or joint venture in which Valley Commercial
Bank has an interest.

6.33. INTANGIBLE PROPERTY. To the best of its knowledge, the Bank owns or
possesses the right, free of the claims of any third party, to use all material
trademarks, service marks, trade names, copyrights, patents, and licenses
currently used by it in the conduct of its business. To the best of the
knowledge of the Bank, no material product or service offered and no material
trademark, service mark, or similar right used by the Bank infringes any rights
of any other person, and, as of the date hereof, the Bank

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<PAGE>

has not received any written or oral notice of any claim of such infringement.

6.34. REAL AND PERSONAL PROPERTY. Except for property and assets disposed
of in the ordinary course of business, the Bank possesses good and marketable
title to and owns, free and clear of any mortgage, pledge, lien, charge, or
other encumbrance or other third party interest of any nature whatsoever which
would materially interfere with the business or operations of the Bank, its real
and personal property and other assets, including without limitation those
properties and assets reflected in the Bank Financial Statements as of December
31, 1993, or acquired by the Bank subsequent to the date thereof. The leases
pursuant to which the Bank leases real or personal property are valid and
effective in accordance with their respective terms; and there is not, under any
such lease, any material existing default or any event which, with the giving of
notice or lapse of time or otherwise, would constitute a default. The real and
personal property leased by the Bank is free from any adverse claim which would
materially interfere with the business or operation of the Bank taken as a
whole. The material properties and equipment owned or leased by the Bank are in
normal operating condition, free from any known defects, except such minor
defects as do not materially interfere with the continued use thereof in the
conduct of the normal operations of the Bank.

6.35. LOANS, LEASES, AND DISCOUNTS. To the best of the knowledge and
belief of the management of the Bank, each loan, lease, and discount reflected
as an asset of the Bank in the Bank Financial Statements as of December 31,
1993, or acquired since that date, is the legal, valid, and binding obligation
of the obligor named therein, enforceable in accordance with its terms; and no
loan, lease, or discount having an unpaid balance (principal and accrued
interest) in excess of $50,000 is subject to any asserted defense, offset, or
counterclaim known to the Bank.

6.36. MATERIAL CONTRACTS. Neither the Bank nor any of the assets,
businesses, or operations of the Bank is as of the date hereof a party to, or is
bound or affected by, or receives benefits under any material agreement,
arrangement, or commitment not cancelable by it without penalty, other than
agreements, arrangements, or commitments entered into in the ordinary course of
its business consistent with past practice, or, if there has been no past
practice, consistent with prudent banking practices.

6.37. EMPLOYMENT AND SEVERANCE ARRANGEMENTS. Except as and to the extent
disclosed on Schedule B hereto,

(a) it is not the policy and has never been the practice of the Bank
to grant any of its officers, directors, employees, consultants, management
officials or shareholders employment contracts or other contracts providing for
increased or accelerated

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<PAGE>

compensation or other financial benefits in the event of a change of control
with respect to the Bank or any other event affecting the ownership, control, or
management of the Bank; and

(b) there are no employment, consultancy, broker's or finder's, or
severance contracts, agreements, or arrangements or any similar arrangements
between the Bank and any officer, director, employee, consultant, management
official or shareholder, and there are no claims in the nature of any of the
foregoing which are known to the Bank.

6.38. MATERIAL CONTRACT DEFAULTS. All contracts, agreements, leases,
mortgages, or commitments referred to in Section 6.12(c) hereof are valid and in
full force and effect on the date hereof. The Bank is not in default in any
material respect under any material contract, agreement, commitment,
arrangement, lease, insurance policy, or other instrument to which it is a party
or by which its assets, business, or operations may be bound or affected or
under which it or its assets, business, or operations receive benefits; and
there has not occurred any event that with the lapse of time or the giving of
notice or both would constitute such a default.

6.39. CAPITAL EXPENDITURES. The Bank has no outstanding commitments in the
nature of capital expenditures which in the aggregate exceed $50,000.

6.40. REPURCHASE AGREEMENTS. With respect to all agreements pursuant to
which the Bank has purchased securities subject to an agreement to resell, the
Bank has a valid, perfected first lien or security interest in the securities
securing the agreement, and the value of the collateral securing each such
agreement equals or exceeds the amount of the debt secured by such collateral
under such agreement.

6.41. DIVIDENDS. The Bank has not paid any dividend to its shareholders
which caused the regulatory capital of the Bank to be less than the amount then
required by applicable law, or which exceeded any other limitation on the
payment of dividends imposed by law, agreement, or regulatory policy.

6.42. BROKERS AND ADVISERS. Except as disclosed on Schedule B attached
hereto, there are no claims for brokerage commissions, finder's fees, or similar
compensation arising out of or due to any act of the Bank in connection with the
transactions contemplated by this Agreement or based upon any agreement or
arrangement made by or on behalf of the Bank. Except as disclosed on Schedule B
attached hereto, the Bank has not entered into any agreement or understanding
with any party relating to financial advisory services provided or to be
provided with respect to the transactions contemplated by this Agreement.

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<PAGE>

6.43. DISCLOSURE. No representation or warranty hereunder and no
certificate, statement, or other document delivered by the Bank hereunder or in
connection with this Agreement or any of the transactions contemplated
thereunder contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained herein, in
light of the circumstances under which they were made, not misleading. There is
no fact known to the Bank which might materially adversely affect the business,
assets, liabilities, financial condition, results of operations, or prospects of
the Bank which has not been disclosed in the Bank Financial Statements or a
certificate or statement delivered to West One by the Bank. Copies of all
documents referred to in this Agreement, unless prepared solely by West One or
West One-Washington or solely by West One or West One-Washington and third
parties hereto, are true, correct, and complete copies thereof and include all
amendments, supplements, and modifications thereto and all waivers thereunder.

6.44. REGULATORY AND OTHER APPROVALS. As of the date hereof, the Bank is
not aware of any reason why all material consents and approvals shall not be
procured from all regulatory agencies having jurisdiction over the transactions
contemplated by this Agreement, as shall be necessary for (a) consummation of
the transactions contemplated by this Agreement, and (b) the continuation by the
Bank after the Effective Date of the business of the Bank as such business is
carried on immediately prior to the Effective Date, free of any conditions or
requirements which, in the reasonable opinion of the Bank, could have a material
adverse effect upon the business, operations, activities, earnings, or prospects
of the Bank. As of the date hereof, the Bank is not aware of any reason why all
material consents and approvals shall not be procured from all other persons and
entities whose consent or approval shall be necessary for (y) consummation of
the transactions contemplated by this Agreement, or (z) the continuation by the
Bank after the Effective Date of the business of the Bank as such business is
carried on immediately prior to the Effective Date.

7. COVENANTS OF THE BANK.

The Bank hereby covenants and agrees as follows:

7.1. RIGHTS OF ACCESS. In addition and not in limitation of any other
rights of access provided to West One herein, until the Effective Date the Bank
will give to West One and to its representatives, including its certified public
accountants, Coopers & Lybrand, and its tax adviser, Little-Morris, full access
during normal business hours to all its property, documents, contracts, books,
and records, and such information with respect to its business affairs and
properties as West One from time to time may reasonably request.

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<PAGE>

7.2. CORPORATE RECORDS, CONTRACTS, ETC.

(a) The Bank will make available to West One copies of the articles
of incorporation and bylaws, and will make available minute books of the Bank,
all of which shall be certified to be complete and true copies.

(b) The Bank will make available copies of all contracts or
agreements involving amounts in excess of $10,000 to which the Bank is a party
(other than loan agreements where the Bank is the lender and letters of credit)
including but not limited to data processing contracts, service contracts,
contracts to purchase or lease real property or equipment, guaranties,
employment contracts, and insurance contracts pertaining to fire, accident,
indemnity, fidelity, health, life, hospitalization, or other employee benefits.

(c) The Bank will furnish to West One the following information with
respect to properties owned by the Bank: (i) a brief description and location
of each parcel of real property owned by the Bank and (ii) a brief description
of real and personal property covered by lease or other rental arrangements to
which the Bank is a party, including a copy of the relevant leases.

7.3. MONTHLY AND QUARTERLY FINANCIAL STATEMENTS.

(a) The Bank shall promptly provide West One with copies of all of
its monthly and quarterly financial statements, and copies of all of its
quarterly Reports of Condition and Reports of Income for the months and
quarterly periods, as the case may be, ending between the date of this Agreement
and the Effective Date. Such financial statements and reports shall be verified
by the chief financial officer of the Bank. All of such financial statements
and reports, including the related notes, schedules, and memorandum items, will
have been prepared in accordance with generally accepted accounting principles
applied in all material respects and as to each category of assets and
liabilities and each category of income and expense on a consistent basis
throughout the periods involved.

(b) No adjustments will be required to be made to the equity capital
account of the Bank as reported on any of the Reports of Condition referred to
in Subsection 7.3(a) hereof, in any amount whether material or otherwise, in
order to conform such equity capital account to equity capital as would be
determined in accordance with generally accepted accounting principles.

(c) During the period between the date of this Agreement and the
Effective Date, the Bank shall promptly provide to West One, within three days
of filing, copies of each report filed by the Bank with the FDIC under the
Securities Exchange Act of 1934 (the "Exchange Act").

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<PAGE>

7.4. EXTRAORDINARY TRANSACTIONS. Without the prior written consent of West
One, the Bank shall not, on or after the date first above written: (a) declare
or pay any cash dividends or property dividends, with the exception of customary
cash dividends to holders of the common stock of the Bank, in a manner at all
times consistent with the past practice of the Bank, and not to exceed $37.50
per calendar quarter per share from the date of this Agreement through the
Effective Date, such dividends to be declared and paid, if at all, at three-
month intervals beginning in April, 1994; (b) declare or distribute any stock
dividend, authorize a stock split, or authorize, issue or make any distribution
of its capital stock or any other securities, or grant any options to acquire
such additional securities; (c) merge into, consolidate with, or sell its assets
to any other corporation or person, or enter into any other transaction or agree
to effect any other transaction not in the ordinary course of its business
except as explicitly contemplated herein, or engage in any discussions
concerning such a possible transaction except as explicitly contemplated herein;
(d) convert the charter or form of entity of the Bank from that of a banking
corporation chartered by the State of Washington to any other charter or form of
entity; (e) make any direct or indirect redemption, purchase, or other
acquisition of any of its capital stock; (f) incur any liability or obligation,
make any commitment or disbursement, acquire or dispose of any property or
asset, make any contract or agreement, or engage in any transaction, except in
the ordinary course of its business; (g) other than in the ordinary course of
business, subject any of its properties or assets to any lien, claim, charge,
option, or encumbrance; (h) except for increases in the ordinary course of
business in accordance with past practices, not to exceed 6 percent per annum of
the aggregate payroll as of October 1, 1993, increase the rate of compensation
of any employee or enter into any agreement to increase the rate of compensation
of any employee; (i) create or modify any pension or profit sharing plan, bonus,
deferred compensation, death benefit, or retirement plan, or the level of
benefits under any such plan, nor increase or decrease any severance or
termination pay benefit or any other fringe benefit; nor (j) enter into any
employment or personal services contract with any person or firm, including
without limitation any contract, agreement, or arrangement described in Section
6.37 hereof, except contracts, agreements, or arrangements for legal services
entered into directly to facilitate the transactions contemplated by this
Agreement.

7.5. COMFORT LETTER. Either (a) in the event of the Registration Statement
Election, then at the time of the effectiveness of the Registration Statement,
but prior to the mailing of the proxy materials, or (b) in the event of the
Fairness Hearing Election, then at the time of the Fairness Approval, and, in
either case, (c) at the Effective Date, the Bank shall furnish West One with a
letter from the chief financial officer of the Bank, in form and substance
acceptable to West One, stating that (y) in his opinion

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the financial statements of the Bank included in the proxy materials sent to
shareholders of the Bank comply as to form in all material respects with the
applicable accounting requirements of the 1933 Act and the published rules and
regulations thereunder, and (z) a reading of the Bank's financial statements as
of December 31, 1993 and the year then ended and the latest available financial
statements of the Bank and his best knowledge as to transactions and events
since December 31, 1992 did not cause him to believe that (i) the Bank's
financial statements as of December 31, 1993 and the year then ended and the
latest available financial statements are not stated on a basis consistent with
that followed historically in the Bank's annual financial statements or (ii)
except as disclosed in the letter, at a specified date not more than five
business days prior to the date of such letter, there was any change in the
Bank's capital stock or any change in long-term debt or any decrease in the net
assets of the Bank as compared with the respective amounts shown in the
financial statements of the Bank as of December 31, 1993. The letter shall also
cover such other matters pertaining to the Bank's financial data and statistical
information included in the proxy materials sent to shareholders of the Bank as
may reasonably be requested by West One.

7.6. AFFILIATES' AGREEMENTS. The Bank will furnish to West One a list of
all persons known to the Bank who at the date of the Bank's special meeting of
shareholders to vote upon the transactions contemplated by this Agreement may be
deemed to be "affiliates" of the Bank within the meaning of Rule 145 under the
1933 Act and for purposes of qualifying the transactions contemplated by the
Merger for "pooling of interests" accounting treatment. The Bank will use its
best efforts to cause each such "affiliate" of the Bank to deliver to West One
not later than thirty days prior to the Effective Date a written agreement
providing that such person will not sell, pledge, transfer or otherwise dispose
of (a) the shares of West One Stock to be received by such person in the Merger
(the "Merger Shares") or any other shares of West One Stock held by such person
during the period commencing thirty days prior to the Effective Date and ending
at such time as financial results covering at least thirty days of post-Merger
combined operations have been published within the meaning of Section 201.01 of
the SEC's Codification of Financial Reporting Policies or (b) the Merger Shares
except in compliance with the applicable provisions of the 1933 Act and the
rules and regulations thereunder.

7.7. PRESERVATION OF BUSINESS. The Bank (a) will carry on its business and
manage its assets and properties diligently and substantially in the same manner
as heretofore; (b) will maintain the ratio of its loans to its deposits at
approximately the same level as existed at December 31, 1993; (c) will manage
its investment portfolio in substantially the same manner and pursuant to
substantially the same investment policies as in 1992 and the first nine months
of 1993, and will take no action to reduce the percentage which the aggregate
investment portfolio of the Bank

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<PAGE>

bears to the total assets of the Bank or to lengthen the average maturity of the
investment portfolio, or of any significant category thereof, to any material
extent; (d) will continue in effect its present insurance coverage on all
properties, assets, business, and personnel; (e) will use its best efforts to
preserve its business organization intact, to keep available its present
employees, and to preserve its present relationship with customers and others
having business dealings with it; (f) will not do anything nor will it fail to
do anything which will cause a breach of or default in any contract, agreement,
commitment, or obligation to which it is a party or by which it may be bound;
and (g) will not amend its articles of association or bylaws.

7.8. DEFERRED TAXES. Prior to the Effective Date, the Bank will take such
action as shall be necessary to cause deferred taxes to be treated on its
financial statements in accord with generally accepted accounting principles.

7.9. DISCHARGE OF OR PROVISION FOR SCHEDULED CLAIMS. No later than the
close of business on the last day of the calendar month preceding the Effective
Date, the Bank shall have discharged, or made adequate provision on its
financial statements for the discharge of, all claims disclosed on Schedule B
hereto.

8. REPRESENTATIONS AND WARRANTIES OF WEST ONE.

West One represents and warrants to the Bank as follows:

8.1. ORGANIZATION, POWERS, AND QUALIFICATION. West One is a corporation
which is duly organized, validly existing, and in good standing under the laws
of the State of Idaho, and has all requisite corporate power and authority to
own and operate its properties and assets, to lease properties used in its
business, and to carry on its business as now conducted. West One owns or
possesses in the operation of its business all franchises, licenses, permits,
branch certificates, consents, approvals, waivers, and other authorizations,
governmental or otherwise, which are necessary for it to conduct its business as
now conducted. West One is duly qualified and licensed to do business and is in
good standing in every jurisdiction in which such qualification or license is
required or with respect to which the failure to be so qualified or licensed
could result in liability or adversely affect the operation and properties of
West One in any material respect.

8.2. EXECUTION AND PERFORMANCE OF AGREEMENT. West One has all requisite
corporate power and authority to execute and deliver this Agreement and to
perform its respective terms.

8.3. ABSENCE OF VIOLATIONS. West One is not in violation of its charter
documents or bylaws, or of any applicable federal, state, or local law or
ordinance or any order, rule, or regulation

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<PAGE>

of any federal, state, local, or other governmental agency or body (including,
without limitation, all banking, securities, municipal securities, safety,
health, environmental, zoning, antidiscrimination, antitrust, and wage and hour
laws, ordinances, orders, rules, and regulations), in any material respect, or
in default with respect to any order, writ, injunction, or decree of any court,
or in default under any order, license, regulation, or demand of any
governmental agency, any of which violations or defaults might have a materially
adverse effect on the business, properties, liabilities, financial position,
results of operations, or prospects of West One; and West One has not received
any claim or notice of violation with respect thereto. Neither West One nor its
management is subject to any agreement with any banking or securities agency or
authority with respect to the assets or business of West One. No enforcement
actions are pending or threatened against West One by any of the Board of
Governors, the SEC, or any securities authority of the State of Idaho.

8.4. COMPLIANCE WITH AGREEMENTS. West One is not in violation of any
material term of any security agreement, mortgage, indenture, or any other
contract, agreement, instrument, lease, or certificate.

8.5. BINDING OBLIGATIONS; DUE AUTHORIZATION. This Agreement constitutes
valid, legal, and binding obligations of West One enforceable against it in
accordance with the terms of such documents, except as enforcement may be
limited by applicable bankruptcy, insolvency, moratorium or similar law, or by
general principles of equity. The execution, delivery, and performance of this
Agreement and the transactions contemplated thereby have been duly and validly
authorized by the board of directors of West One. No other corporate
proceedings on the part of West One are necessary to authorize this Agreement or
the carrying out of the transactions contemplated hereby.

8.6. ABSENCE OF DEFAULT. None of the execution or the delivery of this
Agreement, the consummation of the transactions contemplated thereby, or the
compliance with or fulfillment of the terms thereof will conflict with, or
result in a breach of any of the terms, conditions, or provisions of, or
constitute a default under the organizational documents or bylaws of West One.
None of such execution, consummation, or fulfillment will (a) conflict with, or
result in a breach of the terms, conditions, or provisions of, or constitute a
violation, conflict, or default under, or give rise to any right of termination,
cancellation, or acceleration with respect to, or result in the creation of any
lien, charge, or encumbrance upon, any property or assets of West One pursuant
to any agreement or instrument under which West One is obligated or by which any
of its properties or assets may be bound, including without limitation any
material lease, contract, mortgage, promissory note, deed of trust, loan, credit
arrangement or other commitment or arrangement of West One in respect of which
West One is an

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<PAGE>

obligor, or (b) violate any law, statute, rule, or regulation of any government
or agency to which West One is subject, or any judgment, order, writ,
injunction, decree, or ruling applicable to West One or any of its properties or
assets. None of the execution or delivery of this Agreement, the consummation
of the transactions contemplated thereby, or the compliance with or fulfillment
of the terms thereof will require any authorization, consent, approval, or
exemption by any person which has not been obtained, or any notice or filing
which has not been given or done, other than approval of the transactions
contemplated by this Agreement by the FDIC and the Supervisor.

8.7. BROKERS AND ADVISERS. There are no claims for brokerage commissions,
finder's fees, or similar compensation arising out of or due to any act of West
One in connection with the transactions contemplated by this Agreement or based
upon any agreement or arrangement made by or on behalf of West One. West One
has not entered into any agreement or understanding with any party relating to
financial advisory services provided or to be provided with respect to the
transactions contemplated by this Agreement.

8.8. REPORTS, CAPITALIZATION, AND PROXY DISCLOSURE.

(a) Since March 31, 1989, West One has effected all registrations and
has filed all reports and statements which West One was required to file with
the SEC. Each of such registrations, reports, and documents is correct as of
the date of filing of each respective document and properly reflects the capital
accounts of West One (in such cases as the capital accounts are presented).

(b) With respect to any proxy statement prepared by or at the
direction of West One in connection with the transaction contemplated by the
Agreement, the disclosure provided therein regarding West One and its operations
will be accurate and complete in all material respects as of the date of such
proxy statement.

8.9. DISCLOSURE. No representation or warranty hereunder and no
certificate, statement, or other document delivered by West One hereunder or in
connection with this Agreement or any of the transactions contemplated
thereunder contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained herein, in
light of the circumstances under which they were made, not misleading. There is
no fact known to West One which might materially adversely affect the business,
assets, liabilities, financial condition, results of operations, or prospects of
West One which has not been disclosed to the Bank. Copies of all documents
referred to in this Agreement, unless prepared solely by the Bank or solely by
the Bank and third parties hereto, are true, correct, and complete copies
thereof and include all amendments, supplements, and modifications thereto and
all waivers thereunder.

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<PAGE>

8.10. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO WEST ONE-WASHINGTON.
The following additional representations and warranties of West One to the Bank
are joined in by West One-Washington:

(a) ORGANIZATION, POWERS, AND QUALIFICATION. West One-Washington is
a banking corporation which is duly organized, validly existing, and in good
standing under the laws of the State of Washington. West One-Washington owns or
possesses in the operation of its business all franchises, licenses, permits,
branch certificates, consents, approvals, waivers, and other authorizations,
governmental or otherwise, which are necessary for it to conduct its business as
now conducted.

(b) EXECUTION AND PERFORMANCE OF AGREEMENT. West One-Washington has
all requisite corporate power and authority to execute and deliver this
Agreement and to perform its respective terms.

(c) ABSENCE OF VIOLATIONS. West One-Washington is not in violation
of its charter documents or bylaws, or of any applicable federal, state, or
local law or ordinance or any order, rule, or regulation of any federal, state,
local, or other governmental agency or body in any material respect, or in
default with respect to any order, writ, injunction, or decree of any court, or
in default under any order, license, regulation, or demand of any governmental
agency, any of which violations or defaults might have a materially adverse
effect on the ability of West One-Washington to perform its obligations
hereunder; and West One-Washington has not received any claim or notice of
violation with respect thereto. Neither West One-Washington nor its management
is subject to any agreement with any banking agency or authority with respect to
the assets or business of West One-Washington. No enforcement actions are
pending or threatened against West One-Washington by the FDIC or the Supervisor.

(d) BINDING OBLIGATIONS; DUE AUTHORIZATION. This Agreement
constitutes valid, legal, and binding obligations of West One-Washington
enforceable against it in accordance with its terms, except as enforcement may
be limited by applicable bankruptcy, insolvency, moratorium or similar law, or
by general principles of equity. The execution, delivery, and performance of
this Agreement and the transactions contemplated thereby have been duly and
validly authorized by the board of directors of West One-Washington. No other
corporate proceedings on the part of West One-Washington are necessary to
authorize this Agreement or the carrying out of the transactions contemplated
hereby.

(e) ABSENCE OF DEFAULT. None of the execution or the delivery of
this Agreement, the consummation of the transactions contemplated thereby, or
the compliance with or fulfillment of the terms thereof will conflict with, or
result in a breach of any of

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<PAGE>

the terms, conditions, or provisions of, or constitute a default under the
organizational documents or bylaws of West One-Washington. None of such
execution, consummation, or fulfillment will (i) conflict with, or result in a
breach of the terms, conditions, or provisions of, or constitute a violation,
conflict, or default under, or give rise to any right of termination,
cancellation, or acceleration with respect to, or result in the creation of any
lien, charge, or encumbrance upon, any material property or assets of West One-
Washington pursuant to any agreement or instrument under which West One-
Washington is obligated or by which any of its properties or assets may be
bound, including without limitation any material lease, contract, mortgage,
promissory note, deed of trust, loan, credit arrangement or other commitment or
arrangement of West One-Washington in respect of which West One-Washington is an
obligor, or (ii) violate any material law, statute, rule, or regulation of any
government or agency to which West One-Washington is subject, or any material
judgment, order, writ, injunction, decree, or ruling applicable to West One-
Washington or any of its properties or assets. None of the execution or
delivery of this Agreement, the consummation of the transactions contemplated
thereby, or the compliance with or fulfillment of the terms thereof will require
any authorization, consent, approval, or exemption by any person which has not
been obtained, or any notice or filing which has not been given or done, other
than approval of the transactions contemplated by this Agreement by the FDIC and
the Supervisor.

9. CLOSING.

9.1. PLACE AND TIME OF CLOSING. Closing shall take place at the offices of
the Bank, 615 Sixth Street, Clarkston, Washington 99403 or such other place as
the parties choose, commencing at 10:00 a.m., local time, on the Effective Date,
provided that all conditions precedent to the obligations of the parties hereto
to close have then been met or waived. Any party may postpone Closing for a
reasonable period (not to exceed five days) if necessary to enable it to perform
any obligations hereunder. For purposes of section 1.2(a)(iv) of this Agreement,
the "last day of the calendar month preceding the Effective Date" shall be
determined without regard to any such postponement.

9.2. EVENTS TO TAKE PLACE AT CLOSING. At the Closing, the following
actions will be taken:

(a) Such certificates and other documents as are required by this
Agreement to be executed and delivered on or prior to the Effective Date and
have not been so executed and delivered, and such other certificates and
documents as are mutually deemed by West One and the Bank to be otherwise
desirable for the effectuation of the Closing, will be so executed and
delivered; and

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<PAGE>

(b) The Merger and the issuance of shares incident thereto shall be
effected; provided, however, that the administrative and ministerial aspects of
the issuance of shares incident to the Merger will be settled as soon thereafter
as shall be reasonable under the circumstances.

10. TERMINATION, DAMAGES FOR BREACH, WAIVER, AND AMENDMENT.

10.1. TERMINATION BY REASON OF LAPSE OF TIME. This Agreement may be
terminated by any party on or after December 31, 1994, by instrument duly
authorized and executed and delivered to the other parties, unless the Effective
Date shall have occurred on or before such date.

10.2. GROUNDS FOR TERMINATION. This Agreement may be terminated by written
notice of termination at any time before the Effective Date (whether before or
after action by shareholders of the Bank) only as provided in Section 10.1 or as
follows:

(a) by mutual consent of West One and the Bank;

(b) by West One, upon written notice to the Bank given at any time if
any of the representations and warranties of the Bank contained in Section 6
hereof was materially incorrect when made;

(c) by the Bank, upon written notice to West One given at any time if
any of the representations and warranties of West One contained in Section 8
hereof was materially incorrect when made;

(d) by West One, in its sole and absolute discretion, upon written
notice to the Bank given within ten (10) business days after delivery by the
Bank to West One of Schedule A hereof; or

(e) by either West One or the Bank upon written notice given to the
other if the board of directors of either West One or the Bank shall have
determined in its sole judgment made in good faith, after due consideration and
consultation with counsel, that the Merger has become inadvisable or
impracticable by reason of the institution of litigation by the federal
government or the government of either the State of Washington or the State of
Idaho to restrain or invalidate the transactions contemplated by this Agreement.

10.3. EFFECT OF TERMINATION. In the event of the termination and
abandonment hereof pursuant to the provisions of Section 10.1 or Section 10.2,
this Agreement shall become void and have no force or effect, without any
liability on the part of West One, West One-Washington, or the Bank or their
respective directors or officers or shareholders in respect of this Agreement.
Notwithstanding the foregoing, (a) as provided in Section 11.4 of this
Agreement, the

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<PAGE>

confidentiality agreement contained in that section shall survive such
termination, and (b) if such termination is a result of any of the
representations and warranties of a party being materially incorrect when made
or a result of the material breach by a party of a covenant hereunder, such
party whose representations and warranties were materially incorrect or who
materially breached its covenant shall be liable to the other party or parties
hereto solely to the extent of the actual, reasonable out-of-pocket expenses,
not to exceed $100,000, incurred by the other party in connection with the
negotiation and preparation of this Agreement and the carrying out of the
transactions contemplated hereby.

10.4. WAIVER OF TERMS OR CONDITIONS. Any of the terms or conditions of
this Agreement may be waived at any time prior to the Effective Date by the
party which is, or whose shareholders are, entitled to the benefit thereof, by
action taken by the board of directors of such party, or by its chairman, or by
its president; provided, however, that such waiver shall be in writing and shall
be taken only if, in the judgment of the board of directors or officer taking
such action, such waiver will not have a materially adverse effect on the
benefits intended hereunder to the shareholders of its or his corporation; and
the other parties hereto may rely on the delivery of such a waiver as conclusive
evidence of such judgment and the validity of the waiver.

10.5. AMENDMENT.

(a) Anything herein or elsewhere to the contrary notwithstanding, to
the extent permitted by law, this Agreement and the exhibits hereto may be
amended, supplemented, or interpreted at any time prior to the Effective Date by
written instrument duly authorized and executed by each of the parties hereto;
provided, however, that this Agreement may not be amended after the action by
shareholders of the Bank in any respect that would prejudice the economic
interests of such Bank shareholders, or any of them, except as specifically
provided herein or by like action of such shareholders.

(b) If West One and the Bank should mutually determine (following
receipt of advice of legal or other counsel) that it has become inadvisable or
inexpedient to effectuate the transactions contemplated by this Agreement
through means of a merger such as is contemplated herein, then the parties
hereto agree to effect such change in the form of transaction as described
especially in Section 1.1 of this Agreement by written instrument in amendment
of this Agreement.

11. GENERAL PROVISIONS.

11.1. COSTS AND EXPENSES.

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<PAGE>

(a) ALLOCATION OF EXPENSES. Except as provided in Section 10.3 and
this Section, each party hereto shall pay its own expenses, including without
limitation the expenses of its own counsel and its own accountants and tax
advisers, incurred in connection with this Agreement and the transactions
contemplated thereby. For purposes of this Section, the cost of printing and
delivering the proxy statement and other material to be transmitted to
shareholders of the Bank shall be deemed to be incurred on behalf of the Bank.

(b) FEES OF EXCHANGE AGENT. The reasonable fees and expenses charged
by the Exchange Agent in the discharge of its responsibilities hereunder shall
be divided equally between West One and the Bank.

11.2. MUTUAL COOPERATION; ACCESS.

(a) Subject to the terms and conditions herein provided, each party
shall use its best efforts, and shall cooperate fully with the other party, in
carrying out the provisions of this Agreement and in making all filings and
obtaining all necessary governmental approvals, and shall execute and deliver,
or cause to be executed and delivered, such governmental notifications and
additional documents and instruments and do or cause to be done all additional
things necessary, proper, or advisable under applicable law to consummate and
make effective the transactions contemplated hereby.

(b) Each party acknowledges to the other its understanding that
further investigation of it by the other party may be necessary that such other
party may more fully evaluate the merits of the transactions contemplated by
this Agreement. To permit such investigation, and not in lieu or prejudice of
any other right conferred hereunder, each of the parties shall afford to the
other, and to the accountants, counsel, and other representatives of the other,
full access during normal business hours, during the period prior to the
Effective Date, to all of its properties, books, contracts, commitments and
records and, during such period, each shall furnish promptly, or make available,
to the other all information concerning its business, properties and personnel
as the other party may reasonably request.

11.3. FORM OF PUBLIC DISCLOSURES. West One and the Bank shall mutually
agree in advance upon the form and substance of all public disclosures
concerning this Agreement and the transactions contemplated hereby.

11.4. CONFIDENTIALITY. West One and its subsidiaries and the Bank shall
use all information that each obtains from the other pursuant to this Agreement
solely for the effectuation of the transactions contemplated by this Agreement
or for other purposes consistent with the intent of this Agreement. Neither
West One,

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<PAGE>

nor its subsidiaries, nor the Bank shall use any of such information for any
other purpose, including, without limitation, the competitive detriment of any
party. Each of West One and its subsidiaries and the Bank shall maintain as
strictly confidential all information it learns from the other and shall, at any
time, upon the request of the other, return promptly to it all documentation
provided by it or made available to third parties. Each of the parties may
disclose such information to its respective affiliates, counsel, accountants,
tax advisers, and consultants. The confidentiality agreement contained in this
Section 11.4 shall remain operative and in full force and effect, and shall
survive the termination of this Agreement.

11.5. CLAIMS OF BROKERS AND OTHER PERSONS.

(a) The Bank shall indemnify and hold West One and West One-
Washington harmless against any liability or expenses arising out of any claim
for brokerage commissions, finder's fees, consultancy fees, severance contracts,
or similar or other compensation arising out of or due to any act of the Bank in
connection with the transactions contemplated by this Agreement or based upon
any agreement or arrangement made by or on behalf of the Bank.

(b) West One shall indemnify and hold the Bank harmless against any
liability or expenses arising out of any claim for brokerage commissions,
finder's fees, consultancy fees, severance contracts, or similar or other
compensation arising out of or due to any act of West One or any of its
subsidiaries in connection with any of the transactions contemplated by this
Agreement or based upon any agreement or arrangement made by or on behalf of
West One or any of its subsidiaries with respect to the Bank.

11.6. INFORMATION FOR APPLICATIONS AND REGISTRATION STATEMENT OR FAIRNESS
HEARING MATERIALS.

(a) Each party represents and warrants that all information
concerning it which is included in any statement and application (including the
Registration Statement and any materials submitted to a governmental authority
in connection with the Fairness Approval (the "Fairness Hearing Materials"))
made to any governmental agency in connection with the transactions contemplated
by this Agreement shall not omit any material fact required to be stated therein
or necessary to make the statements made, in light of the circumstances under
which they were made, not misleading. The party so representing and warranting
will indemnify and hold harmless the other, each of its directors and officers,
each underwriter and each person, if any, who controls the other within the
meaning of the Securities Act, from and against any and all losses, claims,
damages, expenses, or liabilities to which any of them may become subject under
applicable laws (including, but not limited to, the Securities Act and the
Exchange Act) and rules

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<PAGE>

and regulations thereunder and will reimburse them for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any actions whether or not resulting in liability, insofar as such
losses, claims, damages, expenses, liabilities, or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in any such application or statement or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein, or necessary in order to make the statements therein not
misleading, but only insofar as any such statement or omission was made in
reliance upon and in conformity with information furnished in writing by the
representing and warranting party expressly for use therein. Each party agrees
at any time upon the request of the other to furnish to the other a written
letter or statement confirming the accuracy of the information contained in any
proxy statement, registration statement, report, or other application or
statement, and confirming that the information contained in such document was
furnished expressly for use therein or, if such is not the case, indicating the
inaccuracies contained in such document or draft or indicating the information
not furnished expressly for use therein. The indemnity agreement contained in
this Section 11.6(a) shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the other party, and
shall survive the termination of this Agreement or the consummation of the
transactions contemplated thereby.

(b) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement contained in Section 11.6(a) of
this Agreement is for any reason held by a court of competent jurisdiction to be
unenforceable as to either or both parties, then the parties in such
circumstances shall contribute to the aggregate losses, claims, damages and
liabilities (including any investigation, legal and other expenses incurred in
connection with, and any amounts paid in settlement of, any action, suit or
proceeding or any claims asserted) to which any party may be subject in such
proportion as the court of law determines based on the relative fault of the
parties.

11.7. STANDARD OF MATERIALITY. For purposes of Sections 4, 6, and 7 and
Exhibit IV hereof, the terms "material" and "materially" shall be deemed to
refer to amounts individually and in the aggregate in excess of $50,000, except
that when used with explicit reference to any of the federal securities laws or
to the Registration Statement, or to the Fairness Hearing Materials, the terms
"material" and "materially" shall be construed and understood in accordance with
standards of materiality as judicially determined under the federal securities
laws.

11.8. KNOWLEDGE OF A PARTY. References in this Agreement to the knowledge
of a party shall mean the knowledge possessed by any of such parties or the
present officers of such party including,

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<PAGE>

without limitation, information which is or has been in the books and records of
such party.

11.9. COUNTERPARTS. This Agreement may be executed in two or more
counterparts each of which shall be deemed to constitute an original, but such
counterparts together shall be deemed to be one and the same instrument and to
become effective when one or more counterparts have been signed by each of the
parties hereto. It shall not be necessary in making proof of this Agreement or
any counterpart hereof to produce or account for the other counterpart.

11.10. ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties hereto with respect to their commitments to each
other and their undertakings vis-a-vis each other on the subject matter hereof.
Any previous agreements or understandings between the parties regarding the
subject matter hereof are merged into and superseded by this Agreement. Nothing
in this Agreement express or implied is intended or shall be construed to confer
upon or to give any person, other than West One and its subsidiaries and the
Bank and their respective shareholders, any rights or remedies under or by
reason of this Agreement.

11.11. SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND COVENANTS. The
respective representations, warranties, and covenants of each party to this
Agreement are hereby declared by the other parties to have been relied on by
such other parties and all of such representations, warranties, and covenants
shall, for a period of five years after the Effective Date, survive the
Effective Date and the consummation of the transactions contemplated hereunder.
Each party shall be deemed to have relied upon each and every representation and
warranty of the other parties regardless of any investigation heretofore or
hereafter made by or on behalf of such party.

11.12. SECTION HEADINGS. The section and subsection headings herein have
been inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof. Any reference to a "person"
herein shall include an individual, firm, corporation, partnership, trust,
government or political subdivision or agency or instrumentality thereof,
association, unincorporated organization, or any other entity.

11.13. NOTICES. All notices, consents, waivers, or other communications
which are required or permitted hereunder shall be in writing and deemed to have
been duly given if delivered personally or by messenger, transmitted by telex or
telegram, by express courier, by facsimile transmission, or sent by registered
or certified mail, return receipt requested, postage prepaid. All
communications shall be addressed to the appropriate address of each party as
follows:

- 42 -
<PAGE>

If to West One or West One-Washington:

West One Bancorp
Post Office Box 8247
Boise, Idaho 83733

Attention: Mr. D. Michael Jones
President

With a required copy to:

Brian D. Alprin, Esq.
Metzger, Hollis, Gordon & Mortimer
1275 K Street, N.W., Suite 1000
Washington, D. C. 20005

If to the Bank:

Valley Commercial Bank
c/o Mr. Gerald D. Wilson
1227 Prospect Avenue
Lewiston, Idaho 83501

With required copies to:

Scott B. Lukins, Esq.
Lukins & Annis, P.S.
1600 Washington Trust Financial Center
West 717 Sprague Avenue
Spokane, Washington 99204-0466

and

Mr. Robert Montgomery
1612 Ridgecliff Lane
Boise, Idaho 83702

All such notices shall be deemed to have been given on the date delivered,
transmitted, or mailed in the manner provided above.

11.14. CHOICE OF LAW AND VENUE. This Agreement shall be governed by,
construed, and enforced in accordance with the laws of the State of Idaho,
without giving effect to the principles of conflict of law thereof. The parties
hereby designate Ada County, Idaho, to be the proper jurisdiction and venue for
any suit or action arising out of this Agreement. Each of the parties consents
to personal jurisdiction in such venue for such a proceeding and agrees that it
may be served with process in any action with respect to this Agreement or the
transactions contemplated thereby by certified or registered mail, return
receipt requested, or to

- 43 -
<PAGE>

its registered agent for service of process in the state of its incorporation.
Each of the parties irrevocably and unconditionally waives and agrees, to the
fullest extent permitted by law, not to plead any objection that it may now or
hereafter have to the laying of venue or the convenience of the forum of any
action or claim with respect to this Agreement or the transactions contemplated
thereby brought in the courts aforesaid.

11.15. BINDING AGREEMENT. This Agreement shall be binding upon the parties
and their respective successors and assigns.

[the remainder of this page is left blank intentionally]

- 44 -
<PAGE>

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

[SEAL] WEST ONE BANCORP

Attest: /s/ Dwight V. Board By: /s/ D. Michael Jones
----------------------- ---------------------------
Dwight V. Board D. Michael Jones
Secretary President

[SEAL] WEST ONE BANK, WASHINGTON

Attest: /s/ Dwight V. Board By: /s/ D. Michael Jones
----------------------- ---------------------------
D. Michael Jones
Chairman of the Board

[SEAL] VALLEY COMMERCIAL BANK

Attest: /s/ William E. Simon By: /s/ Gerald D. Wilson
----------------------- ---------------------------
Gerald D. Wilson
Chairman and
Chief Executive Officer

- 45 -
<PAGE>

- ------------------------------------------)
State of Idaho )
) ss.
)
County of Ada )
- ------------------------------------------)

On this 7th day of March, 1994, before me personally appeared D. Michael
Jones, to me known to be the President of West One Bancorp, and acknowledged
said instrument to be the free and voluntary act and deed of said corporation,
for the uses and purposes therein mentioned, and on oath stated that he was
authorized to execute said instrument and that the seal affixed is the corporate
seal of said corporation.

In Witness Whereof I have hereunto set my hand and affixed my official seal
the day and year first above written.

/s/ Janet L. Carter

-----------------------------
Notary Public

- 46 -
<PAGE>

- ------------------------------------------)
State of Idaho )
) ss.
)
County of Ada )
- ------------------------------------------)

On this 7th day of March, 1994, before me personally appeared D. Michael
Jones, to me known to be the Chairman of the Board of West One Bank, Washington,
and acknowledged said instrument to be the free and voluntary act and deed of
said corporation, for the uses and purposes therein mentioned, and on oath
stated that he was authorized to execute said instrument and that the seal
affixed is the corporate seal of said corporation.

In Witness Whereof I have hereunto set my hand and affixed my official seal
the day and year first above written.

/s/ Janet L. Carter
--------------------------
Notary Public

- 47 -
<PAGE>

- ------------------------------------------)
State of Washington )
) ss.
)
County of Asotin )
- ------------------------------------------)

On this 11th day of March, 1994, before me personally appeared Gerald D.
Wilson, to me known to be the Chairman and Chief Executive Officer of Valley
Commercial Bank, and acknowledged said instrument to be the free and voluntary
act and deed of said association, for the uses and purposes therein mentioned,
and on oath stated that he was authorized to execute said instrument and that
the seal affixed is the corporate seal of said association.

In Witness Whereof I have hereunto set my hand and affixed my official seal
the day and year first above written.

/s/ Janis R. Whetstine
--------------------------
Notary Public

- 48 -
<PAGE>

The undersigned, being all of the Board of Directors of VALLEY COMMERCIAL
BANK (the "Bank"), do hereby consent to the aforesaid Agreement and do
individually and as a group agree to support the Agreement, to vote the shares
of capital stock each owns in favor of the Agreement, and to recommend its
adoption by the other shareholders of the Bank.

The undersigned do hereby, individually and as a group, further agree to
refrain from negotiating or accepting any offer of merger, consolidation, or
acquisition of any of the shares or all or substantially all of the assets of
the Bank from the date of the aforesaid Agreement through the special meeting of
the shareholders of the Bank at which the transactions contemplated by the
aforesaid Agreement will be considered.

In the event of an unsolicited offer by a third person to acquire
substantially all of the stock or assets of the Bank, should the undersigned, as
a board of directors, in the exercise of their business judgment made in good
faith, with reasonable care and in a manner they believe to be in the best
interest of the Bank, breach the Agreement by refusing to consummate the merger
contemplated therein, damages shall be limited in accordance with Section
10.3(b), and there shall be no personal liability to the undersigned. However,
nothing contained in this paragraph shall be construed to limit the right of
West One Bancorp against any person not a signatory hereto, or against those
directors who voted not to consummate the exchange and did so other than in the
exercise of their business judgment under the standards above set forth.

/s/ Philip W. Stonebraker /s/ Gerald D. Wilson
- ---------------------------------- ----------------------------------

/s/ R. John Taylor /s/ William E. Simon
- ---------------------------------- ----------------------------------

/s/ Charles A. Brown /s/ Gale Wilson
- ---------------------------------- ----------------------------------

/s/ William G. Edom /s/ Joseph A. McKeirnan
- ---------------------------------- ----------------------------------

/s/ Archie W. Claassen
- ---------------------------------- ----------------------------------

- 49 -
<PAGE>

SCHEDULE A
<PAGE>

SCHEDULE B

Gerald D. Wilson 142,500

William G. Edom 105,000

Gale E. Wilson 40,000

Robert Montgomery 35,000

William E. Simon 20,000

<PAGE>

EXHIBIT I

MERGER AGREEMENT

<PAGE>

EXHIBIT II

EXCHANGE AGENCY AGREEMENT

<PAGE>

EXHIBIT III

<PAGE>

EXHIBIT III

SHAREHOLDER'S AGREEMENT

March 7, 1994

West One Bancorp
101 South Capitol Boulevard
Boise, Idaho 83733-8247

Ladies and Gentlemen:

The undersigned understands that West One Bancorp ("West One") is about to
enter into an Agreement and Plan of Reorganization with Valley Commercial Bank
(the "Bank") (the "Agreement"). The Agreement provides for the merger of the
Bank with and into West One Bank, Washington (the "Merger"), and the conversion
of outstanding shares of Bank Common Stock into West One Common Stock in
accordance with the formula therein set forth.

In order to induce West One to enter into the Agreement, and intending to
be legally bound hereby, the undersigned, subject to the conditions hereinafter
stated, represents, warrants and agrees that at the Bank Shareholders' Meeting
contemplated by Section 4.1 of the Agreement and Plan of Reorganization (the
"Meeting"), and any adjournment thereof, the undersigned will, in person or by
proxy, vote or cause to be voted in favor of the Agreement and the Merger the
shares of Bank Common Stock beneficially owned by the undersigned individually
or, to the extent of the undersigned's proportionate voting interest, jointly
with other persons, as well as, to the extent of the undersigned's proportionate
voting interest, any other shares of Bank Common Stock over which the
undersigned may hereafter acquire beneficial ownership in such capacities
(collectively, the "Shares"). Subject to the final paragraph of this agreement,
the undersigned further agrees that he will use his best efforts to cause any
other shares of Bank Common Stock over which he has or shares voting power to be
voted in favor of the Agreement and the Merger.

The undersigned further represents, warrants and agrees that beginning upon
the authorization and execution of the Agreement by the Bank until the earlier
of (i) the consummation of the Merger or (ii) the termination of the Agreement
in accordance with its terms, the undersigned will not, directly or indirectly:

<PAGE>

(a) vote any of the Shares, or cause or permit any of the Shares to
be voted, in favor of any other sale of control, merger, consolidation,
plan of liquidation, sale of assets, reclassification or other transaction
involving the Bank which would have the effect of assisting or facilitating
the acquisition of control by any person other than West One or an
affiliate thereof over the Bank or any substantial portion of its assets.
As used herein, the term "control" means (1) the ability to direct the
voting of 10 percent or more of the outstanding voting securities of a
person having ordinary voting power in the election of directors or in the
election of any other body having similar functions or (2) the ability to
direct the management and policies of a person, whether through ownership
of securities, through any contract, arrangement or understanding or
otherwise.

(b) voluntarily sell or otherwise transfer any of the Shares, or
cause or permit any of the Shares to be sold or otherwise transferred (i)
pursuant to any tender offer, exchange offer or similar proposal made by
any person other than West One or an affiliate thereof, (ii) to any person
seeking to obtain control (as the term "control" is defined in paragraph
(a), above) of the Bank or any substantial portion of the assets of the
Bank or to any other person (other than West One or an affiliate thereof)
under circumstances where such sale or transfer may reasonably be expected
to assist a person seeking to obtain such control, (iii) for the purpose of
avoiding the obligations of the undersigned under this agreement, or (iv)
to any transferee unless such transferee expressly agrees in writing to be
bound by the terms of this agreement in all events.

It is understood and agreed that this agreement relates solely to the
capacity of the undersigned as a shareholder or other beneficial owner of the
Shares and does not prohibit the undersigned, as a member of the Board of
Directors of the Bank, from acting, in his capacity as a director, as the
undersigned may determine to be appropriate in light of the obligations of the
undersigned as a director. It is further understood and agreed that the term
"Shares" shall not include any securities beneficially owned by the undersigned
as a trustee or fiduciary for another,

<PAGE>

and that this agreement is not in any way intended to affect the exercise by the
undersigned of the undersigned's fiduciary responsibility in respect of any such
securities.

Very truly yours,

/s/ Gerald D. Wilson
--------------------

Accepted and Agreed to:

WEST ONE BANCORP

By:/s/ D. Michael Jones
----------------------
D. Michael Jones
President

<PAGE>

Name of Shareholder: GERALD D. WILSON

Shares of Common Stock of Valley Commercial Bank
Beneficially Owned
As of March 7, 1994

Name(s) of Number of
Record Owner(s) Beneficial Ownership(1) Shares
- --------------- ----------------------- ---------

Gerald Wilson Gerald Wilson 12

Gerald Wilson Gerald Wilson
and Frances Wilson and Frances Wilson 1,249

____________________
(1) For purposes of this Agreement, shares are beneficially owned by the
shareholder named above if held in any capacity other than a fiduciary capacity
(other than a revocable living trust) and if the shareholder named above has the
power (alone or, in the case of shares held jointly with his spouse, together
with his spouse) to direct the voting of such shares.

<PAGE>

EXHIBIT IV

[LETTERHEAD OF LUKINS & ANNIS, P.S.]

<PAGE>

EXHIBIT V

[LETTERHEAD OF METZGER, HOLLIS, GORDON & MORTIMER]

<PAGE>

EXHIBIT 5.1

Metzger, Hollis, Gordon & Mortimer
1275 K Street, N.W., Suite 1000
Washington, D.C. 20005
(202) 842-1600

July __, 1994

West One Bancorp
101 S. Capitol Boulevard
Boise, Idaho 83733

Gentlemen:

We have acted as counsel to West One Bancorp ("West One") in
connection with the Agreement and Plan of Reorganization among Valley Commercial
Bank ("Valley"), West One, West One Bank, Washington ("West One-Washington"),
dated March 7, 1994 and a related Plan of Merger between Valley and West
One-Washington, a wholly-owned subsidiary of West One (the "Plan of
Reorganization"), whereby Valley will be merged into West One-Washington, with
West One-Washington being the surviving corporation (the "Merger"). At the time
the Merger becomes effective, each issued and outstanding share of common stock,
par value $100 per share, of Valley ("Valley Common Stock"), other than shares
as to which the holders exercise dissenters' rights, will be converted into
shares (subject to adjustment) of common stock, $1.00 par value, of West One
("West One Common Stock") according to a formula set forth in the Plan of
Reorganization.

We are also acting as counsel to West One in connection with the
Registration Statement on Form S-4 (the "Registration Statement") filed by West
One with the Securities and Exchange Commission for the purpose of registering
under the Securities Act of 1933, as amended, the aggregate maximum of 550,000
shares of West One Common Stock into which outstanding Valley Common Stock may
be converted upon effectiveness of the Merger. This opinion is being furnished
for the purpose of being filed as an exhibit to the Registration Statement.

In connection with this opinion, we have examined, among other
things:

(1) an executed copy of the Plan of Reorganization;

(2) a copy certified to our satisfaction of the Articles of
Incorporation of West One as in effect on the date hereof;

<PAGE>

(3) copies certified to our satisfaction of resolutions adopted by
the Board of Directors of West One on January 20, 1994,
including resolutions approving the Plan of Reorganization;
and

(4) such other documents, corporate proceedings, and statutes as
we considered necessary to enable us to furnish this opinion.

We have assumed for the purpose of this opinion that:

(1) the Plan of Reorganization has been duly and validly
authorized, executed, and delivered by Valley; and

(2) the Merger will be consummated in accordance with the terms of
the Plan of Reorganization.

Based upon the foregoing, we are of the opinion that the shares of
West One Common Stock into which the outstanding Valley Common Stock will be
converted in the Merger will, at the time such Merger becomes effective, be duly
authorized, validly issued, fully paid and nonassessable shares of West One
Common Stock.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in Proxy Statement/Prospectus forming a part of the Registration
Statement.

Very truly yours,

Metzger, Hollis, Gordon & Mortimer

/s/ Laurence S. Lese
By: Laurence S. Lese

LSL:kbl

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration
statement of West One Bancorp on Form S-4 of our report dated January 20, 1994,
on our audits of the consolidated financial statements of West One Bancorp and
subsidiaries as of December 31, 1993 and 1992, and for each of the three years
in the period ended December 31, 1993, which report is incorporated by reference
in the 1993 Annual Report on Form 10-K from the 1993 Annual Report to
Shareholders of West One Bancorp. We also consent to the reference to our firm
under the caption "Experts".

/s/ Coopers & Lybrand

Coopers & Lybrand
Boise, Idaho
July 6, 1994

<PAGE>

EXHIBIT 23.3

CONSENT OF METZGER, HOLLIS, GORDON & MORTIMER

We consent to the filing of our opinion regarding the legality of the
securities offered hereby as an exhibit to the Registration Statement filed by
West One Bancorp on Form S-4 with the Securities and Exchange Commission. We
further consent to the designation of our firm in the Prospectus/Proxy Statement
portion of the Registration Statement under the heading "Legal Opinions."

/s/ Metzger, Hollis, Gordon & Mortimer

Metzger, Hollis, Gordon & Mortimer
Washington, D.C.

July 5, 1994

<PAGE>

EXHIBIT 23.4

CONSENT OF LUKINS & ANNIS, P.S.

We consent to the designation of our firm in the Prospectus/Proxy
Statement portion of the Registration Statement under the heading "Legal
Opinions."

/s/ Lukins & Annis, P.S.

Lukins & Annis, P.S.
Spokane, Washington

June 28, 1994

<PAGE>

EXHIBIT 24.1

POWER OF ATTORNEY

Know all men by these presents, that the Board of Directors and each
Director whose signature appears below hereby constitutes and appoints

D. Michael Jones and Dwight V. Board, and each of them, as true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, to execute on behalf of and in the name of West One Bancorp the
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, and to file any amendments, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do
in person, hereby ratify and confirming all that said attorneys-in-fact and
agents and each of them, or their or his substitutes, may lawfully do or cause
to be done by virtue thereof.

Each person whose signature appears below hereby authorizes

D. Michael Jones and Dwight V. Board and Brian D. Alprin, and each of them, as

his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to execute in the name of each such person and
to file the Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, and to file any
amendments, including post-effective amendments, to the Registration Statements,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them, or their substitutes, may
lawfully do or cause to be done by virtue thereof.

SIGNATURE TITLE DATE
- --------- ----- ----

/S/ Daniel R. Nelson Chairman of the April 21, 1994
- --------------------- Board and Chief
Daniel R. Nelson Executive Officer

/S/ Scott M. Hayes Executive Vice April 21, 1994
- --------------------- President and
Scott M. Hayes Chief Financial
Officer

<PAGE>

/S/ Jim A. Peterson Senior Vice President April 21, 1994
- --------------------- and Controller (Principal
Jim A. Peterson Accounting Officer)

/S/ Harry Bettis Director April 21, 1994
- ---------------------
Harry Bettis

/S/ William J. Deasy Director April 21, 1994
- ---------------------
William J. Deasy

/S/ John B. Fery Director April 21, 1994
- ---------------------
John B. Fery

/S/ Stuart A. Hall Director April 21, 1994
- ---------------------
Stuart A. Hall

/S/ D. Michael Jones Director April 21, 1994
- ---------------------
D. Michael Jones

/S/ Jack B. Little Director April 21, 1994
- ---------------------
Jack B. Little

/S/ Warren E. McCain Director April 21, 1994
- ---------------------
Warren E. McCain

/S/ Douglas W. McCallum Director April 21, 1994
- ---------------------
Douglas W. McCallum

/S/ Allen T. Noble Director April 21, 1994
- ---------------------
Allen T. Noble

_______________________ Director _________,1994
Philip B. Soulen

<PAGE>

EXHIBIT 99.1

[VALLEY BANK LETTERHEAD]

_____________, 1994

Shareholders of Valley Commercial Bank

Dear Shareholder:

A Special Meeting of the Shareholders of Valley Commercial Bank
("Valley Bank") has been called for 10:00 a.m., Pacific Time, on
________________, 1994, at the offices of Valley Bank located at 615 Sixth
Street, Clarkston, Washington.

The purpose of the Special Meeting is to consider and act upon an
Agreement and Plan of Reorganization (the "Plan of Reorganization") among West
One Bancorp ("West One"), West One Bank, Washington ("West One-Washington") and
Valley Bank.

If the Plan of Reorganization is approved, and all conditions are met,
the Plan of Reorganization will result in the merger of Valley Bank into West
One-Washington, a wholly-owned subsidiary of West One. Upon consummation of the
Plan of Reorganization, each holder of Valley Bank's Common Stock will, upon
surrender of the shareholder's stock certificate, be entitled to receive in
exchange for each share held as of the effective date of the Plan of
Reorganization, that number of shares of West One Common Stock calculated by
dividing the $11,676,250 purchase price (plus certain accretions as described in
the Plan of Reorganization) by the average closing price (as defined in the Plan
of Reorganization) of West One Common Stock and by further dividing the number
so reached by the number of shares of Valley Bank Common Stock issued and
outstanding as of the effective date of the merger. No fractional shares of
West One Common Stock will be issued. Instead, cash in an amount equal to the
fractional part of a share multiplied by the average closing price of West One
Common Stock (as determined under the Plan of Reorganization) will be paid to
Valley Bank shareholders.

For example, if the Plan of Reorganization had been consummated as of
July __, 1994, and the average closing price of West One Common Stock was
$_____ and the accretions referred to above had been $__________ as of June 30,
1994, the merger would have resulted in an exchange ratio of ___ shares of West
One Common Stock for each share of Valley Bank Common Stock, or an equivalent
consideration to holders of Valley Bank's Common Stock of $ ____ per share on
the basis of a market price for West One Common Stock of $_____ per share on
July __, 1994.

<PAGE>

The accompanying Proxy Statement/Prospectus details the terms of the
proposed Plan of Reorganization and merger and provides information concerning
Valley Bank, West One-Washington, West One, and the Plan of Reorganization. The
Proxy Statement/Prospectus contains important information necessary for you to
make a decision about how to vote at the Special Meeting. Please read it
carefully.

The affirmative vote of the holders of a two-thirds majority of the
issued and outstanding shares of Valley Bank is required for approval of the
Plan of Reorganization. Therefore, it is important that you vote. The failure
to vote will have the same effect as a vote against the merger. Consequently,
please mark, sign, date and return the enclosed proxy as soon as possible.

Any shareholder may attend the Special Meeting and vote in person if
he desires.

Consummation of the Plan of Reorganization and merger is subject to
approval by federal and state bank regulatory agencies and to certain other
conditions, including the maintenance of Valley Bank's financial condition. If
approved, the Plan of Reorganization will most likely be consummated sometime in
the third quarter of 1994, assuming that all banking regulatory approvals are
received timely.

The Board of Directors has unanimously approved the Plan of
Reorganization and determined that the merger is in the best interests of Valley
Bank and its shareholders. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE TO APPROVE TO PLAN OF REORGANIZATION.

If the Plan of Reorganization is approved by the shareholders, on or
shortly after the effective date of the Plan of Reorganization, West One will
send you instructions describing the procedure to be followed to exchange your
Valley Bank stock certificate for common stock of West One through an Exchange
Agent, as defined in the Plan of Reorganization. PLEASE DO NOT SEND YOUR
CERTIFICATES TO THE VALLEY BANK PRIOR TO RECEIVING THESE INSTRUCTIONS.

Sincerely,

_________________________
Gerald D. Wilson
Chairman of the Board

<PAGE>

EXHIBIT 99.2

VALLEY COMMERCIAL BANK

NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS

A Special Meeting of shareholders of Valley Commercial Bank ("Valley
Bank") will be held at 10:00 a.m., Pacific Time, on __________, 1994, at Valley
Bank's offices at 615 Sixth Street, Clarkston, Washington to consider and act
upon an Agreement and Plan of Reorganization dated as of March 7, 1994 (the
"Plan of Reorganization"), between West One Bancorp ("West One"), West One Bank,
Washington ("West One-Washington") and Valley Bank, which agreement provides for
the merger of Valley Bank into West One-Washington, a wholly-owned subsidiary of
West One.

Upon the consummation of the Plan of Reorganization, each holder of
shares of Valley Bank Common Stock will be entitled to receive, in exchange for
each share of Valley Bank held as of the effective date of the Plan of
Reorganization, that number of shares of West One Common Stock calculated by
dividing the $11,676,250 purchase price (plus certain accretions as defined in
the Plan of Reorganization) by the average closing price (as defined in the Plan
of Reorganization) of West One Common Stock and by further dividing the number
so reached by the number of shares of Valley Bank Common Stock that are issued
and outstanding as of the effective date of the merger.

Dissenting shareholders will be entitled to payment of the value of
only those shares which are voted against approval of the Plan of
Reorganization.

The Board of Directors has set __________, 1994, as the record date
for determining shareholders entitled to notice of and to vote at the Special
Meeting.

By order of the Board of Directors

Dated: July __, 1994.

___________________________________
Gerald D. Wilson, Chairman

Please mark, sign and return the enclosed proxy in the envelope
provided.

<PAGE>

EXHIBIT 99.3

PROXY

SPECIAL MEETING OF SHAREHOLDERS
OF VALLEY COMMERCIAL BANK

________, 1994

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints [Gerald D. Wilson and
_________________], and each of them, as proxies of the undersigned to vote as
designated below all shares of the common capital stock of Valley Commercial
Bank (the "Valley Bank Common Stock") that the undersigned held of record on
___________, 1994, which the undersigned is entitled to vote, at the special
meeting of shareholders to be held __________, 1994, or at any adjournment
thereof, for the purpose of considering and acting on the proposal to approve
the Agreement and Plan of Reorganization dated March 7, 1994 (the "Plan of
Reorganization"), among West One Bancorp ("West One"), West One Bank, Washington
("West One-Washington") and Valley Commercial Bank ("Valley Bank") which
provides for the merger of Valley Bank into West One-Washington, a wholly owned
subsidiary of West One, and the conversion of each outstanding share of Valley
Bank Common Stock into the right to receive that number of shares of West One
Common Stock calculated by dividing $11,676,250 (plus certain accretions as
defined in the Plan of Reorganization) by the average closing price of West One
(as defined in the Plan of Reorganization) and by further dividing the number so
reached by the total number of shares of Valley Bank Common Stock issued and
outstanding as of the Effective Date of the Plan of Reorganization. Each Proxy
shall have full power of substitution. The act by a majority of the Proxies or
their substitutes present at the meeting shall control; however, if only one
proxy be present, that one shall have all powers hereunder.

THE DIRECTORS RECOMMEND A VOTE FOR PROPOSAL:

1. To consider and approve the Plan of Reorganization.

/ / FOR / / AGAINST / / ABSTAIN

2. The Proxies, in their discretion, are authorized to vote on such
other business as may properly come before the meeting.

WHEN PROPERLY COMPLETED, THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE APPROVAL OF THE PLAN OF REORGANIZATION.

(Each person whose name is on the Valley Bank
Common Stock certificate should sign below in the
same manner in which such person's name appears.
If signing as a fiduciary, give title.)

----------------------------
Signature

----------------------------
Printed Name

Dated:
--------------------
Please date, sign,
and return promptly