BANC ONE CORP/OH/, S-4, 1994-02-25

BANC ONE CORP/OH/
S-4, 1994-02-25
NATIONAL COMMERCIAL BANKS

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Filed with the Securities and Exchange Commission on February 25, 1994

Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

F O R M S - 4

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

BANC ONE CORPORATION
(Exact name of Registrant as specified in its charter)

Ohio
(State or other jurisdiction of incorporation or organization)

6711
(Primary Standard Industrial Classification Code Number)

31-0738296
(I.R.S. Employer Identification No.)

100 East Broad Street, Columbus, Ohio 43271, (614) 248-5944
(Address, including Zip Code, and telephone number, including area code,
of Registrant's principal executive offices)

Roman J. Gerber, Esq., BANC ONE CORPORATION
100 East Broad Street, Columbus, Ohio 43271, (614) 248-5903
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)

With Copies to:

Carter K. McDowell, Esq.
BANC ONE CORPORATION
100 East Broad Street
Columbus, Ohio 43271
614/248-6697

Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Registration
Statement and all other conditions to the merger of Capital Bancorp with and
into a wholly owned subsidiary of the Registrant pursuant to the Merger
Agreement described in the enclosed Prospectus and Proxy Statement have been
satisfied or waived.

If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box.

Calculation of Registration Fee

Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to be price offering registration
to be registered registered(1) per unit(2) price(2) fee(2)

Common Stock 433,850 $17.00 $7,375,450 $2,543.27

(1) Based on an estimate of the maximum number of shares of common stock of the
Registrant to be issued in connection with the merger of Capital Bancorp
with and into a wholly owned subsidiary of the Registrant and the merger of
Capital City Bank, a subsidiary of Capital Bancorp, with and into a wholy
owned bank subsidiary of Registrant.
(2) Estimated solely for purpose of computing the registration fee based upon
the book value of the Common Stock, par value $10.00 per share, of Capital
Bancorp as of January 31, 1994 in accordance with Rule 457(f)(2) of the
General Rules and Regulations under the Securities Act of 1933.

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.

BANC ONE CORPORATION
Cross Reference Sheet

Caption in Prospectus
Item of Form S-4 and Proxy Statement

A. Information about the Transaction

Item 1 - Forepart of Registration Outside Front Cover Page
Statement and Outside Front Cover Reference Sheet
Page of Prospectus

Item 2 - Inside Front and Outside Available Information; Incorpora-
Back Cover Pages of Prospectus tion by Reference; Table of
Contents

Item 3 - Risk Factors, Ratio of Information About the Transactions
Earnings to Fixed Charges and
Other Information

Item 4 - Terms of the Transaction Merger and Consolidation;
Comparative
Rights of Shareholders

Item 5 - Pro Forma Financial Infor- Incorporation by Reference
mation

Item 6 - Material Contacts with Background of Transactions
the Company Being Acquired

Item 7 - Additional Information *
Required for Reoffering by
Persons and Parties Deemed To Be
Underwriters

Item 8 - Interests of Named Interests of Named Experts
Experts

Item 9 - Disclosure of Commission *
Position on Indemnification for
Securities Act Liabilities

B. Information about the Registrant

Item 10 - Information with Respect Information about BANC ONE
to S-3 Registrants CORPORATION; Comparative Rights
of Shareholders

Item 11 - Incorporation of Certain Incorporation of Certain Informa-
Information by Reference tion About BANC ONE by Reference

Item 12 - Information with Respect *
to S-2 or S-3 Registrants

Item 13 - Incorporation of Certain *
Information by Reference

Item 14 - Information with Respect *
to Registrants Other Than S-2 or
S-3 Registrants

C. Information about the Company
Being Acquired

Item 15 - Information with Respect *
to S-3 Companies

Item 16 - Information with Respect *
to S-2 or S-3 Companies

Item 17 - Information with Respect Information About Capital Bancorp;
to Companies Other Than S-2 or Information About Capital City Bank;
S-3 Companies Information About the Transactions

D. Voting and Management Information

Item 18 - Information if Proxies, The Special Meeting of Stockholders;
Consents or Authorizations Are To Voting and Management Information
Be Solicited

Item 19 - Information if Proxies, *
Consents or Authorizations Are
Not To Be Solicited or in an
Exchange Offer

* Omitted because item is inapplicable or answer to item is negative

, 1994

Capital Bancorp Capital City Bank
2200 South State Street 2200 South State Street
Salt Lake City, Utah 84115 Salt Lake City, Utah 84115

Notice of Special Meeting of Stockholders
To be Held , 1994

To the Shareholders of Capital Bancorp
and the Shareholders of Capital City Bank:

The documents following this letter are notices of special meetings of the
shareholders of Capital Bancorp ("CAPITAL") and the shareholders of Capital
City Bank ("CCB") and a Prospectus and Joint Proxy Statement for the special
meetings of the shareholders of CAPITAL and CCB, each of which will be held at
2200 South State Street, Salt Lake City, Utah. The special meeting of
CAPITAL's shareholders will be held on , 1994 at : P.M.
and the special meeting of CCB shareholders will commence at : P.M. that
same day.

The special meetings are of great importance to the shareholders of CAPITAL and
CCB. CAPITAL shareholders will be asked to approve a Merger Agreement between
Banc One Arizona Corporation ("Banc One Arizona") and CAPITAL, joined in by
BANC ONE CORPORATION ("BANC ONE"), the parent of Banc One Arizona, dated
September 17, 1993, as amended, (the "Merger Agreement"). The shareholders of
CCB will be asked to ratify and confirm a Bank Merger Agreement (the
"Consolidation Agreement") between CCB and Bank One, Utah, N.A. ("Bank One
Utah"), a wholly owned subsidiary of Banc One Arizona and an indirect
subsidiary of BANC ONE.

BANC ONE is a bank holding company owning substantially all of the capital
stock of 81 commercial banks located in Arizona, California, Colorado,
Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Texas, Utah, West
Virginia and Wisconsin. Banc One Arizona is a wholly owned subsidiary of BANC
ONE and is the direct parent of 3 commercial banks located in Arizona,
California and Utah, including Bank One Utah.

If the shareholders of CAPITAL approve the Merger Agreement and if the
shareholders of CCB ratify and confirm the Consolidation Agreement, subject to
receipt of regulatory approval and satisfaction of other conditions, CAPITAL
will combine its business and operations with those of Banc One Arizona through
a statutory merger (the "Merger") of CAPITAL with Banc One Arizona and CCB will
combine its business and operations with those of Bank One Utah through a
consolidation (the "Consolidation") of CCB and Bank One Utah.

Shareholders of Capital Bancorp
Shareholders of Capital City Bank
, 1994
Page Two

If the Merger and Consolidation become effective, as described in the
Prospectus and Joint Proxy Statement, shareholders of CAPITAL will become
entitled to receive shares of BANC ONE Common Stock in exchange for their
shares of CAPITAL Common Stock at the "Merger Exchange Rate" and shareholders
of CCB, other than CAPITAL (or Banc One Arizona, as successor by merger to
CAPITAL), will become entitled to receive BANC ONE Common Stock for each share
of BANK Common Stock held by them at the "Bank Exchange Rate."

No fractional shares of BANC ONE Common Stock will be issued in the proposed
transactions. In lieu thereof, shareholders of CAPITAL and CCB with an
entitlement to fractional shares of BANC ONE Common Stock will be entitled to
receive cash equal to the applicable fractional share times the market value of
BANC ONE Common Stock as provided in the Merger Agreement and Consolidation
Agreement. Shareholders of CAPITAL and of CCB are advised to consult their tax
advisors with respect to income tax consequences of the transaction. Details
of the proposed transactions are set forth in the accompanying Prospectus and
Joint Proxy Statement.

The Board of Directors of CAPITAL has unanimously approved the terms of the
Merger Agreement and recommends that all the shareholders of CAPITAL vote to
approve the Merger Agreement. The Board of Directors of CCB has unanimously
agreed to the terms of the Consolidation Agreement and recommends that all the
shareholders of CCB vote to ratify and confirm the Consolidation Agreement.
The Boards believe that the Merger and the Consolidation will benefit the
shareholders of CAPITAL and CCB and the customers and employees of CCB.

IN ORDER TO APPROVE THE MERGER AGREEMENT, IT IS NECESSARY THAT NOT LESS THAN A
MAJORITY OF ALL THE OUTSTANDING SHARES OF CAPITAL VOTE AFFIRMATIVELY IN FAVOR
OF THE MERGER AGREEMENT AND IN ORDER TO RATIFY AND CONFIRM THE CONSOLIDATION
AGREEMENT, IT IS NECESSARY THAT NOT LESS THAN TWO-THIRDS OF ALL THE OUTSTANDING
SHARES OF CCB BE VOTED TO RATIFY AND CONFIRM THE CONSOLIDATION AGREEMENT.

Very truly yours,

Norton Parker
Chairman, Capital Bancorp
Chairman and President, Capital City Bank

Enclosure
PROSPECTUS
433,850 Shares
BANC ONE CORPORATION
Common Stock

CAPITAL BANCORP CAPITAL CITY BANK
PROXY STATEMENT PROXY STATEMENT
for for
Special Meeting of Stockholders Special Meeting of Stockholders
, 1994 , 1994

This Prospectus and Joint Proxy Statement (the "Prospectus" or "Prospectus and
Joint Proxy Statement") relates to the proposed merger of Capital Bancorp
("CAPITAL") with Banc One Arizona Corporation ("Banc One Arizona"), a wholly
owned subsidiary of BANC ONE CORPORATION ("BANC ONE") and the subsequent merger
of CAPITAL's sole subsidiary, Capital City Bank ("CCB"), with and into Banc One
Arizona's subsidiary, Bank One, Utah, N.A. ("Bank One Utah"). If the proposed
merger of CAPITAL with and into Banc One Arizona (the "Merger") is consummated,
each outstanding share of CAPITAL Common Stock, par value $10.00 per share
("CAPITAL Common Stock"), will be converted into shares of BANC ONE Common
Stock, no par value ("BANC ONE Common Stock") as follows:

If the average price of BANC ONE Common is not less than $36.85 nor
greater than $44.55 during the Valuation Period (as defined below), each
share of CAPITAL Common will be converted into an amount of BANC ONE
Common having a market value of $95.33 during the Valuation Period. If
the average price of BANC ONE Common is below $36.85 during the Valuation
Period, each share of CAPITAL Common will be converted into 2.587 shares
of BANC ONE Common, and if the average price of BANC ONE Common is above
$44.55 during the Valuation Period, each share of CAPITAL Common will be
converted into 2.140 shares of BANC ONE Common. The Valuation Period will
be the ten consecutive days on which shares of BANC ONE Common are traded
on the New York Stock Exchange ("NYSE") as reported in The Wall Street
Journal for NYSE composite transactions ending on the sixth NYSE trading
day immediately prior to the Merger.

See "MERGER--Exchange Rate." The Merger is subject to the approval of not less
than a majority of the holders of the outstanding shares of CAPITAL Common
Stock entitled to vote thereon and to the satisfaction of certain other
conditions, including obtaining various regulatory approvals.

Following the Merger, if the proposed merger of CCB with and into Bank One Utah
(the "Consolidation") is consummated, the shares of CCB Common Stock not owned
by CAPITAL, or Banc One Arizona or BANC ONE as the successors to Capital ("CCB
Common"), will be converted into BANC ONE Common (the "Consolidation Exchange
Rate") as follows:

If the average price of BANC ONE Common is not less than $36.85 nor
greater than $44.55 during the Valuation Period (as defined below), each
share of CCB Common will be converted into an amount of BANC ONE Common
having a market value of $125.40 during the Valuation Period. If the
average price of BANC ONE Common is below $36.85 during the Valuation
Period, each share of CCB Common will be converted into 3.403 shares of
BANC ONE Common, and if the average price of BANC ONE Common is above
$44.55 during the Valuation Period, each share of CCB Common will be
converted into 2.815 shares of BANC ONE Common. The Valuation Period will
be the ten consecutive days on which shares of BANC ONE Common are traded
on the New York Stock Exchange ("NYSE") as reported in The Wall Street
Journal for NYSE composite transactions ending on the sixth NYSE trading
day immediately prior to the Merger.

See "Consolidation--Exchange Rate." The Consolidation is subject to approval
of not less than two-thirds of the holders of the outstanding shares of CCB
Common Stock entitled to vote thereon and to the satisfaction of certain other
conditions, including obtaining various regulatory approvals.

This Prospectus and Proxy Statement does not cover any resales of BANC ONE
Common Stock received by affiliates of CAPITAL and CCB upon consummation of the
Merger and Consolidation, respectively, and no person is authorized to make use
of this Prospectus and Joint Proxy Statement in connection with any such resale.

BANC ONE Common Stock is traded on the New York Stock Exchange. The closing
price of BANC ONE Common Stock on the New York Stock Exchange on Friday,
February 18, 1994 was $32.375. On July 20, 1993, BANC ONE announced a five
shares for four shares common stock split payable to shareholders of record on
August 3, 1993 and to be distributed August 31, 1993 and on January 25, 1994
BANC ONE announced a 10% stock dividend payable March 4, 1994 to shareholders
of record on February 16, 1994. However, the exchange rates mentioned above
have been adjusted to reflect the split and the dividend.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

A Special Meeting of Stockholders of CAPITAL and CCB will be held at 2200 South
State Street, Salt Lake City, Utah, on , 1994, to consider a
proposal to approve the Merger Agreement and the Consolidation Agreement,
respectively, (as hereinafter defined).

The date of this Prospectus and Joint Proxy Statement is , 1994.

AVAILABLE INFORMATION

BANC ONE is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy and
information statements and other information filed by BANC ONE can be inspected
and copied, at prescribed rates, at the public reference facilities maintained
by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices located at Northwestern Atrium Center, 500
West Madison Street, Suite 1600, Chicago, Illinois 60661, and 75 Park Place,
New York, New York 10007. Reports, proxy and information statements and other
information concerning BANC ONE can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005. This Prospectus
does not contain all information set forth in the Registration Statement and
exhibits thereto which BANC ONE has filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act") and to which
reference is hereby made.

INCORPORATION BY REFERENCE

THIS PROSPECTUS AND PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED
BY REFERENCE THEREIN, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY
CAPITAL OR CCB SHAREHOLDER, TO WHOM THIS PROSPECTUS IS DELIVERED UPON ORAL OR
WRITTEN REQUEST TO WILLIAM C. LEITER, CONTROLLER, BANC ONE CORPORATION, 100
EAST BROAD STREET, COLUMBUS, OHIO 43271-0251, TELEPHONE NUMBER 614/248-5905.
IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE
BY , 1994.

BANC ONE's Annual Report on Form 10-K for the fiscal year ended December 31,
1992, BANC ONE's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1993, June 30, 1993 and September 30, 1993 and BANC ONE's Current Reports
on Form 8-K, including both forms filed February 4, 1993, the Form 8-K filed
February 16, 1993, the Form 8-K filed August 20, 1993, the Form 8-K filed
November 9, 1993, the Form 8-K filed November 16, 1994, the Form 8-K filed
November 24, 1993, the 8-K filed January 28, 1994 and the Form 8-K filed
February 17, 1994, in each case filed with the Commission pursuant to Section
13 of the Exchange Act and the description of BANC ONE Common Stock which is
contained in its registration statement filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description, are incorporated into this Prospectus and Proxy Statement by
reference.

All documents filed by BANC ONE pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the Special
Meeting of Stockholders of CAPITAL and CCB shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
such statement is modified or superseded by a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

No person is authorized to give any information or to make any representations
other than those contained in this Prospectus and Proxy Statement and, if given
or made, such information or representation must not be relied upon as having
been authorized by BANC ONE, CAPITAL or CCB. This Prospectus and Joint Proxy
Statement does not constitute an offering within any jurisdiction to any person
to whom it is unlawful to make such offer within such jurisdiction.

TABLE OF CONTENTS

Page

A. INFORMATION ABOUT THE TRANSACTION . . . . . . . . . . . . . . . . . 1

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Capital Bancorp Special Meeting . . . . . . . . . . . . . . . . . 1
Capital City Bank Special Meeting . . . . . . . . . . . . . . . . 1
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
BANC ONE CORPORATION and Banc One Arizona Corporation . . . . . . 1

SUMMARY OF THE TRANSACTION . . . . . . . . . . . . . . . . . . . . . 2
Terms of Merger Agreement and Exchange Rate . . . . . . . . . . . 2
Terms of Consolidation Agreement
and Consolidation Exchange Rate . . . . . . . . . . . . . . . . 2
Management After the Merger . . . . . . . . . . . . . . . . . . . 3
Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . 3
Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Rights of Dissenting Stockholders . . . . . . . . . . . . . . . . 4
Differences in Shareholder Rights . . . . . . . . . . . . . . . . 4
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . 5
Conditions; Termination . . . . . . . . . . . . . . . . . . . . . 5
Selected Financial Data . . . . . . . . . . . . . . . . . . . . 5
Comparative Per Share Data . . . . . . . . . . . . . . . . . . . 8

THE SPECIAL MEETING OF STOCKHOLDERS of CAPITAL . . . . . . . . . . . 12
Purpose of the Special Meeting of Stockholders . . . . . . . . . 12
Record Date and Voting Rights . . . . . . . . . . . . . . . . . . 12
Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

THE SPECIAL MEETINTING OF STOCKHOLDERS OF CCB. . . . . . . . . . . . 13
Purpose of the Special Meeting of Stockholders . . . . . . . . . 13
Record Date and Voting Rights . . . . . . . . . . . . . . . . . . 13
Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

MERGER and CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . . 14
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Exchange Rate and Consolidation Exchange Rate . . . . . . . . . . 15
Operations After the Merger and Consolidation . . . . . . . . . . 16
Background of Transaction . . . . . . . . . . . . . . . . . . . . 16
Merger and Consolidation Recommendations
and Reasons for Transactions . . . . . . . . . . . . . . . . . 17
Conditions to the Merger; Termination . . . . . . . . . . . . . 19
Conditions to the Consolidation . . . . . . . . . . . . . . . . . 21
Federal Income Tax . . . . . . . . . . . . . . . . . . . . . . . 22
Federal Tax Income Tax Consequences of the Merger . . . . . . . . 22
Federal Income Tax Consequences of the Consolidation . . . . . . 23
Tax Consequences -- General . . . . . . . . . . . . . . . . . . . 23
Conversion of Shares and Exchange of Certificates . . . . . . . . 23
Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . 24
Resales by Affiliates . . . . . . . . . . . . . . . . . . . . . . 24
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . 25
Description of BANC ONE Stock . . . . . . . . . . . . . . . . . . 26
Special Voting Requirements for Certain Transactions . . . . . . 28
Comparison of BANC ONE Common Stock,
CAPITAL Common Stock and CCB Common Stock . . . . . . . . . . . 30

MISCELLANEOUS INFORMATION . . . . . . . . . . . . . . . . . . . . . 34
Transfer and Exchange Agents . . . . . . . . . . . . . . . . . . 34
Interests of Named Experts . . . . . . . . . . . . . . . . . . . 34
Sources of Information . . . . . . . . . . . . . . . . . . . . . 34
Registration Statement . . . . . . . . . . . . . . . . . . . . . 35
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 35

B. INFORMATION ABOUT BANC ONE CORPORATION . . . . . . . . . . . . . . . 36

General--Business . . . . . . . . . . . . . . . . . . . . . . . . . 36
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . 36
Certain Regulatory Matters . . . . . . . . . . . . . . . . . . . . . 37
Market Prices of and Dividends Paid on BANC ONE Common Stock . . . . 40
Incorporation of Certain Information About BANC ONE
CORPORATION by Reference . . . . . . . . . . . . . . . . . . . . 41

C. INFORMATION ABOUT Capital Bancorp and Capital City Bank . . . . . . 42

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Dividends Paid on CAPITAL and CCB Common Stock . . . . . . . . . . . 42
Management Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . 46
Capital Interim Consolidated Financial Statements . . . . . . . . . 61
CCB Interim Consolidated Financial Statements . . . . . . . . . . . 67
Financial Statements for CAPITAL . . . . . . . . . . . . . . . . . 72
Financial Statements for CCB . . . . . . . . . . . . . . . . . . . 91

D. VOTING AND MANAGEMENT INFORMATION . . . . . . . . . . . . . . . . . 109

Voting -- CAPITAL and CCB . . . . . . . . . . . . . . . . . . . . . 109
Rights of Dissenting Stockholders . . . . . . . . . . . . . . . . . 110
Management and Principal Shareholders of BANC ONE . . . . . . . . . 112
Management and Principal Stockholders of CAPITAL and CCB . . . . . 112

EXHIBITS

Exhibit A - Opinion of Gerrish & McCreary, P.C.

Exhibit B - Sections 16-10a-1301 to 16-10a-1331 of the Utah Code Annotated

PROSPECTUS AND JOINT PROXY STATEMENT

Capital Bancorp
and
Capital City Bank

SPECIAL MEETINGS OF SHAREHOLDERS
A. INFORMATION ABOUT THE TRANSACTION

INTRODUCTION

Capital Bancorp Special Meeting

This Prospectus and Joint Proxy Statement ("the Prospectus") is furnished in
connection with the Special Meeting of shareholders of Capital Bancorp
("CAPITAL") to be held on , 1994 for the purpose of approving a
Merger Agreement dated September 17, 1993, as amended, (the "Merger
Agreement"), by and between CAPITAL and Banc One Arizona Corporation ("Bank One
Arizona"), a wholly owned subsidiary of BANC ONE CORPORATION ("BANC ONE"), a
registered multi-bank holding company headquartered in Columbus, Ohio, and
joined in by BANC ONE. The Merger Agreement provides for the merger of CAPITAL
with and into Banc One Arizona.

Capital City Bank Special Meeting

This Prospectus is also furnished in connection with a Special Meeting of
shareholders of Capital City Bank ("CCB") to be held on , 1994 for
the purpose of ratifying and confirming a Bank Merger Agreement dated December
14, 1993 (the "Consolidation Agreement"), by and between CCB and Bank One,
Utah, N.A. ("Bank One Utah"), a wholly owned subsidiary of Banc One Arizona and
an indirect subsidiary of BANC ONE. The Consolidation Agreement provides for
the consolidation of CCB and Bank One Utah.

General

The principal office of BANC ONE is 100 East Broad Street, Columbus, Ohio 43271
and its telephone number is 614/248-5944. The principal office of both CAPITAL
and CCB is 2200 South State Street, Salt Lake City, Utah 84115 and the
telephone number for both CAPITAL and CCB is 801/486-4800.

BANC ONE CORPORATION and Banc One Arizona Corporation

BANC ONE is a multi-bank holding company incorporated under the laws of the
State of Ohio which as of September 30, 1993 owned all of the outstanding stock
of one Arizona, one California, six Colorado, six Illinois, eight Indiana, two
Kentucky, one Texas, four Michigan, eighteen Ohio, one Utah, sixteen West
Virginia and fourteen Wisconsin commercial banks. As of September 30, 1993,
these 78 banks operated more than 1,340 offices in this twelve-state area and,
at September 30, 1993, BANC ONE, its affiliate banks and its non-bank
subsidiaries had total assets of approximately $76.5 billion and total deposits
of approximately $59.3 billion. Banc One Arizona, a direct subsidiary of BANC
ONE, is the direct parent of BANC ONE's commercial banks situated in the states
of Arizona, California and Utah. See "INFORMATION ABOUT BANC ONE CORPORATION,"
which includes information about pending acquisitions.

SUMMARY OF THE TRANSACTION

Terms of Agreement and Exchange Rate

Upon the Merger becoming effective, each of the outstanding shares of CAPITAL
Common Stock, par value $10.00 per share ("CAPITAL Common Stock"), will be
converted into shares of BANC ONE Common Stock, no par value ("BANC ONE Common
Stock"), after giving effect to the 10% stock dividend declared by BANC ONE's
Board of Directors on January 25, 1994 and payable March 4, 1994 to
shareholders of record on February 16, 1994 as follows:

Terms of Consolidation Agreement and Consolidation Exchange Rate

As a result of and contemporaneously with the Merger, Banc One Arizona will
become the owner of 114,768 of the 140,767 (after the exercise of all
outstanding options to acquire CCB Common Stock) shares of CCB Common Stock
outstanding and will, provided that shareholders of CCB approve the
Consolidation Agreement, effect the merger of CCB and Bank One Utah (the
"Consolidation") pursuant to federal law, the laws of the State of Utah and the
Consolidation Agreement between CCB and Bank One Utah. Pursuant to the terms
of the Consolidation Agreement, the CCB Common Stock, other than CCB Common
Stock owned by CAPITAL or BANC ONE or Banc One Arizona as the successor to
CAPITAL, will be converted into shares of BANC ONE Common Stock, after giving
effect to the 10% stock dividend declared by BANC ONE's Board of Directors on
January 25, 1994 and payable March 4, 1994 to shareholders of record on
February 16, 1994, as follows:

If the average price of BANC ONE Common is not less than $36.85 nor
greater than $44.55 during the Valuation Period (as defined above), each
share of CCB Common will be converted into an amount of BANC ONE Common
having a market value of $125.40 during the Valuation Period. If the
average price of BANC ONE Common is below $36.85 during the Valuation
Period, each share of CCB Common will be converted into 3.403 shares of
BANC ONE Common, and if the average price of BANC ONE Common is above
$44.55 during the Valuation Period, each share of CCB Common will be
converted into 2.815 shares of BANC ONE Common.

See "Consolidation--Exchange Rate."

Management After the Merger

Banc One Arizona will operate with Banc One Arizona's current officers and
employees, with its principal place of business in Phoenix, Arizona. Banc One
Arizona's current directors will serve as the directors of the surviving
corporation following the Merger. It is anticipated that following the Merger,
CCB will merge with Banc One Arizona's subsidiary, Bank One Utah, (the
"Consolidation") and operate under the name of Bank One, Utah, National
Association (the "Resulting Bank"). The Resulting Bank will conduct its
banking operations at its present offices and, except for offices which are
consolidated, CCB's offices will become branches of the Resulting Bank.

The Resulting Bank, as a BANC ONE affiliate after the Consolidation, will
continue to operate under BANC ONE's operating philosophy whereby it will have
autonomy to match its products and services to the needs of its local
communities. BANC ONE bank affiliates have authority to make decisions locally
in "people-related" matters such as lending, personnel, charitable
contributions and other community and related matters, relying upon BANC ONE
and its state holding companies for "paper and computer related" matters such
as assistance in accounting, certain legal matters, investment portfolio
management, regulatory compliance, data processing and other matters which are
generally best performed by specialists on a centralized basis.

Tax Consequences

Consummation of the Merger is conditioned on receipt by CAPITAL and BANC ONE of
an opinion dated February 11, 1994 from Gerrish & McCreary, P.C. to the effect
that no gain or loss will be recognized by CAPITAL's stockholders for Federal
income tax purposes as a result of the exchange of their CAPITAL Common Stock
for BANC ONE Common Stock in the Merger. The tax consequences of the proposed
transaction to stockholders of CAPITAL are summarized under "MERGER-Federal
Income Tax Consequences." The Consolidation is not expected to qualify as a
tax-free transaction and the tax opinion of Gerrish & McCreary, P.C. will not
address the Consolidation.

Vote Required

Not less than a majority of the outstanding shares of CAPITAL Common Stock
entitled to vote thereon must vote in favor of the approval of the Merger
Agreement in order for the transaction to be completed. Not less than
two-thirds of the outstanding shares of CCB Common Stock entitled to vote
thereon must vote in favor of approval of the Consolidation Agreement in order
for the Consolidation to be completed. The directors and executive officers of
CAPITAL and their affiliates and associates are entitled to vote 66.1% of the
outstanding shares of CAPITAL Common Stock and each such holder has indicated
his or her intent to vote such shares for approval of the Merger Agreement.
The directors and executive officers of CCB, together with their affiliates,
are entitled to vote 3.6% of the outstanding shares of CCB Common Stock.
Additionally, CAPITAL owns 86.4% (81.53% after the exercise of all outstanding
options) of CCB Common Stock and will vote such shares to approve the
Consolidation Agreement. It is not necessary for the shareholders of BANC ONE
to approve the merger or consolidation proposals. However, BANC ONE, as the
sole shareholder of Banc One Arizona, has approved the Merger and the Merger
Agreement and Banc One Arizona as the sole shareholder of Bank One Utah will
approve the Consolidation and Consolidation Agreement. For information
concerning voting by stockholders of CAPITAL or CCB on the proposed Merger or
Consolidation. See "MERGER-General" and "VOTING AND MANAGEMENT
INFORMATION-Voting."

Rights of Dissenting Stockholders

Under Utah law, certain rights are available to a stockholder of CAPITAL and
CCB who does not vote his or her shares in favor of the Merger or
Consolidation, respectively, and delivers to CAPITAL or CCB, before the vote is
taken, written notice of intent to demand payment for his or her CAPITAL Common
Stock or CCB Common Stock if the Merger or Consolidation, respectively, are
consummated. See "VOTING AND MANAGEMENT INFORMATION--Rights of Dissenting
Stockholders."

Differences in Shareholder Rights

There are differences between the rights of CAPITAL stockholders and BANC ONE
shareholders and the rights of CCB Stockholders and BANC ONE shareholders.
Both Ohio law and BANC ONE's Amended Articles of Incorporation contain "control
share acquisition" provisions which mandate certain procedures and shareholder
consents to approve certain share acquisitions. In addition, under Ohio law,
in evaluating an acquisition proposal, directors of an Ohio corporation such as
BANC ONE are permitted, in determining whether any matter is in the best
interest of the corporation, to take into consideration the interests of the
corporation's employees, suppliers, creditors and customers, the economy and
community and societal considerations in the interest of the corporation and
its shareholders. The Utah Code Annotated does not contain any similar
provisions, nor do CAPITAL's Articles of Incorporation ("CAPITAL's Articles")
or CCB's Articles of Incorporation ("CCB's Articles"). Utah law provides that
a merger, consolidation, sale, lease or exchange of all or substantially all of
a corporation's assets may be effected upon a vote of a majority of a
corporation's outstanding shares entitled to vote. CAPITAL's Articles do not
contain provisions similar to the provisions of BANC ONE's Amended Articles of
Incorporation relating to control share acquisitions. BANC ONE's Articles
contain a so-called "fair price" provision which mandates certain procedures
and approvals for a business combination. CAPITAL's Articles and CCB's
Articles do not contain similar provisions. See "COMPARATIVE RIGHTS OF
SHAREHOLDERS--Special Voting Requirements for Certain Transactions." In
addition, Ohio law contains provisions prohibiting certain business
combinations between corporations and "Interested Stockholders." Utah law does
not contain a similar provision. The effect of the supermajority and fair
price provisions contained in BANC ONE's Articles may be to discourage certain
potential business combinations which some shareholders may believe to be in
their best interests and to make more difficult management changes which might
occur if the potential business combination were successful. See "COMPARATIVE
RIGHTS OF SHAREHOLDERS-- Comparisons of BANC ONE Common Stock and CAPITAL
Common Stock."

Cumulative voting is not used in the election of the Boards of Directors of
BANC ONE, CAPITAL or CCB. See "COMPARATIVE RIGHTS OF SHAREHOLDERS--Comparison
of BANC ONE Common Stock and CAPITAL's Common Stock."

Regulatory Approvals

In order for the proposed transactions to be completed, approval of BANC ONE's
acquisition of CAPITAL must be obtained from the Board of Governors of the
Federal Reserve System (the "Federal Reserve") and the Utah Commissioner of
Financial Institutions (the "Utah Commissioner"). The Consolidation must also
be approved by the Office of the Comptroller of the Currency (the "OCC") and
the Utah Commissioner. The parties expect to receive these regulatory
approvals by March 31, 1994.

Conditions; Termination

Consummation of the Merger is subject to satisfaction or waiver of various
conditions, including compliance with respective covenants and confirmation of
respective representations and warranties, the absence of any material adverse
change in the financial condition or business of CAPITAL, CCB or BANC ONE, the
fulfillment of certain earnings tests and other matters. CAPITAL, by action of
its Board of Directors, may elect to terminate the Merger Agreement, whether
before or after approval of the Merger by the stockholders of CAPITAL, by
giving written notice of such election to BANC ONE within two NYSE trading days
after the Valuation Period (the ten consecutive days on which shares of BANC
ONE Common are traded on the NYSE ending on the sixth NYSE trading day
immediately prior to the consummation of the merger) provided that the average
price during the Valuation Period is less than $31.82. The Merger Agreement
provides that either party may abandon the Merger if it is not consummated on
or before July 15, 1994. See "MERGER-Conditions to the Merger" for a more
complete discussion of the conditions to the Merger. Consummation of the
Consolidation is subject to approval of the Consolidation Agreement by not less
than two-thirds of the outstanding shares of CCB Common and all of the
outstanding shares of Bank One Utah Common and procurement of all required
regulatory approvals. See "Merger--Conditions to the Consolidation" for a more
complete discussion of the conditions to the Consolidation.

Selected Financial Data

On March 30, 1993 BANC ONE acquired Valley National Corporation ("Valley"); on
May 3, 1993 BANC ONE acquired Key Centurion Bancshares, Inc. ("Key") and First
Community Bancorp, Inc. ("First Community"); on November 1, 1993 BANC ONE
acquired Colorado Western Bancorp, Inc. ("Colorado Western"); on December 17,
1993 BANC ONE acquired First Financial Associates, Inc. ("First Financial");
and on December 31, 1993 BANC ONE acquired Capital Banking Group ("CBG"). On
November 2, 1993 BANC ONE entered into an Agreement to acquire Liberty National
Bancorp, Inc. ("Liberty"), Louisville, Kentucky. BANC ONE has also announced
three other acquisitions which are not material individually or in the
aggregate, and, are therefore not included in the accompanying selected
financial data. For further discussion on these acquisitions, see "INFORMATION
ABOUT BANC ONE CORPORATION".

All balance sheets and income statements presented for BANC ONE have been
restated to include the poolings of interests with Valley, Key and First
Community. CAPITAL will be accounted for as a pooling of interests.

The following table presents on a historical basis selected unaudited
consolidated financial data for BANC ONE; CAPITAL; and CCB. The financial
data is based on the consolidated financial statements of BANC ONE and CAPITAL,
respectively, and the financial statements of CCB incorporated herein by
reference.

<TABLE>
<CAPTION> SELECTED FINANCIAL DATA (2)

(UNAUDITED)
Nine months
ended
September 30, Year ended December 31,
----------------------------------------------------------------------------------------
1993 1992 1991 1990 1989 1988
------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Total interest income
and other income:

BANC ONE.............................. $5,398,958 $7,358,393 $6,828,327 $6,151,959 $5,473,099 $4,844,127
CAPITAL .............................. 8,266 10,044 8,464 7,704 7,301 6,478
CCB................................... 8,253 10,027 8,462 7,702 7,295 6,476

Income (loss) from
continuing operations:

BANC ONE.............................. $834,338 $876,588 $664,288 $536,066 $304,916 $485,533
CAPITAL .............................. 1,162 1,336 1,114 620 533 226
CCB................................... 1,527 1,510 1,199 948 850 508

Income (loss) from
continuing operations
per common share:

BANC ONE.............................. $2.18 $2.29 $1.82 $1.57 $0.97 (1) $1.57
CAPITAL .............................. 7.44 8.72 8.22 6.01 5.04 2.26
CCB................................... 10.49 10.70 9.46 7.65 7.05 4.23

Historical dividends
declared per
common share:

BANC ONE.............................. $0.79 $0.89 $0.76 $0.69 $0.63 $0.55
CAPITAL .............................. 1.00 - - - - -
CCB................................... 4.00 3.20 1.90 5.52 3.72 3.08

Total assets
(end of period):

BANC ONE.............................. $76,461,592 $76,739,119 $73,840,498 $56,610,126 $48,111,384 $46,972,739
CAPITAL .............................. 122,041 118,519 90,658 71,862 61,523 64,600
CCB................................... 121,815 118,212 90,604 71,829 61,449 64,508

Long-term borrowings
(end of period):

BANC ONE.............................. $1,708,953 $1,357,462 $943,726 $810,197 $624,232 $798,177
CAPITAL .............................. 1,056 1,210 1,385 1,635 1,858 2,023
CCB................................... 727 756 - - - -

Total stockholders' equity
(end of period):

BANC ONE.............................. $6,759,920 $6,241,586 $5,559,370 $4,514,652 $3,633,542 $3,474,513
CAPITAL .............................. 6,840 5,829 3,538 2,425 1,909 1,377
CCB................................... 8,945 8,033 5,509 4,551 4,145 3,705

(1) The decrease in 1989's income
from continuing operations
per common share is due
principally to a significant
increase in Valley's provision
for loan losses.

(2) Gives effect to the 10% stock dividend
on BANC ONE common stock payable
on March 4, 1994 to BANC ONE
common stockholders of record
as of February 16, 1994.

</TABLE>

Based upon the Merger Exchange Rates and Consolidation Exchange Rates, the
following tables set forth per common share income from continuing operations,
dividends, book value, and market value of (i) BANC ONE, (ii) CAPITAL;
(iii) CCB; (iv) pro forma equiv one share of CAPITAL Common Stock based on
BANC ONE Common Stock; and (v) pro forma equivalent of one share of CCB
Common Stock based on BANC ONE Common Stock.

(iv) Per Share of (v) Per Share of CCB
CAPITAL common stock CCB common stock
assuming an exchange assuming an exchange
rate of one share of rate of one share of
CAPITAL common stock CCB common stock
for 2.587 shares of for 3.403 shares of
(i) (ii) (iii) BANC ONE common stock BANC ONE common stock
--------- --------- --------- --------------------- ---------------------
BANC BANC BANC
ONE CAPITAL CCB ONE ONE
--------- --------- --------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C>

Income from continuing
operations per common
share:

December 31, 1988 $1.57 $2.26 $4.23 $4.06 $5.34
December 31, 1989 0.97 (5) 5.04 7.05 2.51 3.30
December 31, 1990 1.57 6.01 7.65 4.06 5.34
December 31, 1991 1.82 8.22 9.46 4.71 6.19
December 31, 1992 2.29 8.72 10.70 5.92 7.79
September 30, 1993 2.18 7.44 10.49 5.64 7.42

Dividends per common
share:

December 31, 1988 0.55 - 3.08 1.42 1.87
December 31, 1989 0.63 - 3.72 1.63 2.14
December 31, 1990 0.69 - 5.52 1.79 2.35
December 31, 1991 0.76 - 1.90 1.97 2.59
December 31, 1992 0.89 - 3.20 2.30 3.03
September 30, 1993 0.79 1.00 4.00 2.04 2.69

Book value per
common share as of
September 30, 1993 17.35 45.49 58.30 44.88 59.04

Market value per
common share as of
August 10, 1993 (1) 39.45 (2) (3) (3) 102.06 134.25

Market value per
common share as of
February __, 1994 (4) (2) (3) (3)

(1) The business day
immediately preceding
public announcement
of the proposed
merger.

(2) Based on the closing
price of BANC ONE
common stock as
reported on the New
York Stock Exchange,
adjusted for the five
shares for four
shares common stock
split effective
August 31, 1993 and
the 10% common stock
dividend payable on
March 4, 1994 to
BANC ONE common
stockholders of
record as of
February 16, 1994.

(3) No active trading
exists for CAPITAL or
CCB common stock.

(4) A recent business day
preceding the date
of this Prospectus.

(5) The decrease in
1989's income from
continuing operations
per common share is
due principally to a
significant increase
in Valley's provision
for loan losses.

</TABLE>

(iv) Per Share of (v) Per Share of CCB
CAPITAL common stock CCB common stock
assuming an exchange assuming an exchange
rate of one share of rate of one share of
CAPITAL common stock CCB common stock
for 2.364 shares of for 3.109 shares of
(i) (ii) (iii) BANC ONE common stock BANC ONE common stock
--------- --------- --------- --------------------- ---------------------
BANC BANC BANC
ONE CAPITAL CCB ONE ONE
--------- --------- --------- --------------------- ---------------------

Income from continuing
operations per common
share:

December 31, 1988 $1.57 $2.26 $4.23 $3.71 $4.88
December 31, 1989 0.97 (5) 5.04 7.05 2.29 3.02
December 31, 1990 1.57 6.01 7.65 3.71 4.88
December 31, 1991 1.82 8.22 9.46 4.30 5.66
December 31, 1992 2.29 8.72 10.70 5.41 7.12
September 30, 1993 2.18 7.44 10.49 5.15 6.78

Dividends per common
share:

December 31, 1988 0.55 - 3.08 1.30 1.71
December 31, 1989 0.63 - 3.72 1.49 1.96
December 31, 1990 0.69 - 5.52 1.63 2.15
December 31, 1991 0.76 - 1.90 1.80 2.36
December 31, 1992 0.89 - 3.20 2.10 2.77
September 30, 1993 0.79 1.00 4.00 1.87 2.46

Book value per
common share as of
September 30, 1993 17.35 45.49 58.30 41.02 53.94

Market value per
common share as of
August 10, 1993 (1) 39.45 (2) (3) (3) 93.26 122.65

Market value per
common share as of
February __, 1994 (4) (2) (3) (3)

(1) The business day
immediately preceding
public announcement
of the proposed
merger.

(3) No active trading
exists for CAPITAL or
CCB common stock.

(4) A recent business day
preceding the date
of this Prospectus.

(5) The decrease in
1989's income from
continuing operations
per common share is
due principally to a
significant increase
in Valley's provision
for loan losses.

</TABLE>

(iv) Per Share of (v) Per Share of CCB
CAPITAL common stock CCB common stock
assuming an exchange assuming an exchange
rate of one share of rate of one share of
CAPITAL common stock CCB common stock
for 2.140 shares of for 2.815 shares of
(i) (ii) (iii) BANC ONE common stock BANC ONE common stock
--------- --------- --------- --------------------- ---------------------
BANC BANC BANC
ONE CAPITAL CCB ONE ONE
--------- --------- --------- --------------------- ---------------------

Income from continuing
operations per common
share:

December 31, 1988 $1.57 $2.26 $4.23 $3.36 $4.42
December 31, 1989 0.97 (5) 5.04 7.05 2.08 2.73
December 31, 1990 1.57 6.01 7.65 3.36 4.42
December 31, 1991 1.82 8.22 9.46 3.89 5.12
December 31, 1992 2.29 8.72 10.70 4.90 6.45
September 30, 1993 2.18 7.44 10.49 4.67 6.14

Dividends per common
share:

December 31, 1988 0.55 - 3.08 1.18 1.55
December 31, 1989 0.63 - 3.72 1.35 1.77
December 31, 1990 0.69 - 5.52 1.48 1.94
December 31, 1991 0.76 - 1.90 1.63 2.14
December 31, 1992 0.89 - 3.20 1.90 2.51
September 30, 1993 0.79 1.00 4.00 1.69 2.22

Book value per
common share as of
September 30, 1993 17.35 45.49 58.30 37.13 48.84

Market value per
common share as of
August 10, 1993 (1) 39.45 (2) (3) (3) 84.42 111.05

Market value per
common share as of
February __, 1994 (4) (2) (3) (3)

(1) The business day
immediately preceding
public announcement
of the proposed
merger.

(3) No active trading
exists for CAPITAL or
CCB common stock.

(4) A recent business day
preceding the date
of this Prospectus.

(5) The decrease in
1989's income from
continuing operations
per common share is
due principally to a
significant increase
in Valley's provision
for loan losses.

</TABLE>

THE SPECIAL MEETING OF STOCKHOLDERS OF CAPITAL

This Prospectus and Joint Proxy Statement is being furnished to the
stockholders of CAPITAL in connection with the solicitation of proxies by the
CAPITAL Board for use at CAPITAL's Special Meeting of Stockholders and at any
adjournment or adjournments thereof (the "CAPITAL Special Meeting"). The
Special Meeting of Stockholders of CAPITAL will be held on , 1994,
at : .m., local time at 2200 South State Street, Salt Lake City, Utah.

Purpose of the Special Meeting of Stockholders

At the CAPITAL Special Meeting, the holders of CAPITAL Common Stock will vote
on the approval of the Merger Agreement.

Record Dates and Voting Rights

The CAPITAL Board has fixed the close of business on February 28, 1994 as the
record date for determination of stockholders entitled to notice of and to vote
at the Special Meeting. As of the record date, CAPITAL had outstanding and
entitled to vote 150,345 shares of CAPITAL Common Stock. Each share of CAPITAL
Common Stock is entitled to one vote. The Merger Agreement must be approved by
a majority of CAPITAL's stockholders.

Votes, whether in person or by proxy, will be counted and tabulated by
inspectors appointed by CAPITAL. Abstentions and broker non-votes will not be
counted as votes either "for" or "against" any matters coming before the
CAPITAL Special Meeting, nor will such abstentions and broker non-votes be
counted toward determining a quorum. In accordance with Utah law and CAPITAL's
Articles and Bylaws, such abstentions have the effect of a "no" vote since
state law requires the Merger Agreement to be authorized and approved by the
affirmative vote of not less than a majority of the CAPITAL Common Stock
entitled to be voted, rather than a majority of those shares actually voting.

Proxies

Proxies for use at the CAPITAL Special Meeting accompany this Proxy Statement.
A stockholder may use a proxy whether or not he or she intends to attend the
Special Meeting in person. The proxy may be revoked in writing by the person
giving it at any time before it is exercised by notice to the Secretary of
CAPITAL, by submitting a later dated proxy or by attending and voting in person
at the CAPITAL Special Meeting. All proxies validly submitted and not revoked
will be voted in the manner specified therein. IF NO SPECIFICATION IS MADE,
THE PROXIES WILL BE VOTED IN FAVOR OF APPROVAL OF THE MERGER AGREEMENT. The
CAPITAL Board is not aware of any other matters which may be presented for
action at the CAPITAL Special Meeting, but if other matters do properly come
before the meeting it is intended that the shares represented by the
accompanying proxy will be voted by the persons named in the proxy in
accordance with their best judgment.

Solicitation of proxies will be made in person, by mail, or by telephone or
telegraph by present and former directors, officers and employees of CAPITAL
and CCB for which no additional compensation will be paid. CAPITAL will bear
the cost of solicitation of proxies from its stockholders and may reimburse
brokers and others for their expenses in forwarding solicitation material to
beneficial owners of its voting stock.

CAPITAL held its 1993 Annual Meeting of Shareholders on May 18, 1993.

THE SPECIAL MEETING OF STOCKHOLDERS OF CCB

This Prospectus and Joint Proxy Statement is being furnished to the
stockholders of CCB in connection with the solicitation of proxies by the CCB
Board for use at CCB's Special Meeting of Stockholders and at any adjournment
or adjournments thereof (the "CCB Special Meeting"). The Special Meeting of
Stockholders of CCB will be held on , 1994, at : .m., local
time at 2200 South State Street, Salt Lake City, Utah.

Purpose of the Special Meeting of Stockholders

At the CCB Special Meeting, the holders of CCB Common Stock will vote on the
approval of the Consolidation Agreement.

Record Dates and Voting Rights

The CCB Board has fixed the close of business on February 28, 1994 as the
record date for determination of stockholders entitled to notice of and to vote
at the Special Meeting. As of the record date, CCB had outstanding and
entitled to vote 132,850 shares of CCB Common Stock (prior to the
consolidation, all outstanding options to acquire CCB Common Stock will be
exercised and CCB will have 140,767 shares of CCB Common Stock outstanding).
Each share of CCB Common Stock is entitled to one vote, except for any shares
owned by CAPITAL. The Consolidation Agreement must be approved by two-thirds
of CCB's stockholders.

Votes, whether in person or by proxy, will be counted and tabulated by
inspectors appointed by CCB. Abstentions and broker non-votes will not be
counted as votes either "for" or "against" any matters coming before the CCB
Special Meeting, nor will such abstentions and broker non-votes be counted
toward determining a quorum. In accordance with Utah law and CCB's Articles
and Bylaws, such abstentions have the effect of a "no" vote since state law
requires the Consolidation Agreement to be authorized and approved by the
affirmative vote of not less than a majority of the CCB Common Stock entitled
to be voted, rather than two-thirds of those shares actually voting.

Proxies

Proxies for use at the CCB Special Meeting accompany this Proxy Statement. A
stockholder may use a proxy whether or not he or she intends to attend the
Special Meeting in person. The proxy may be revoked in writing by the person
giving it at any time before it is exercised by notice to the Secretary of CCB,
by submitting a later dated proxy or by attending and voting in person at the
CCB Special Meeting. All proxies validly submitted and not revoked will be
voted in the manner specified therein. IF NO SPECIFICATION IS MADE, THE
PROXIES WILL BE VOTED IN FAVOR OF APPROVAL OF THE MERGER AGREEMENT. The CCB
Board is not aware of any other matters which may be presented for action at
the CCB Special Meeting, but if other matters do properly come before the
meeting it is intended that the shares represented by the accompanying proxy
will be voted by the persons named in the proxy in accordance with their best
judgment.

Solicitation of proxies will be made in person, by mail, or by telephone or
telegraph by present and former directors, officers and employees of CAPITAL
and CCB for which no additional compensation will be paid. CCB will bear the
cost of solicitation of proxies from its stockholders and may reimburse brokers
and others for their expenses in forwarding solicitation material to beneficial
owners of its voting stock.

CCB held its 1993 Annual Meeting of Shareholders on May 18, 1993.

MERGER AND CONSOLIDATION

The information in this Prospectus and Joint Proxy Statement concerning the
terms of the Merger and Consolidation is a summary only and is qualified in its
entirety by reference to the Merger Agreement and Consolidation Agreement.

General

The Merger Agreement provides for the Merger of CAPITAL with and into Banc One
Arizona. As a result of the Merger, CCB will become a subsidiary of BANC ONE
and Banc One Arizona. Upon the effectiveness of the Merger (the "Effective
Time") each of the outstanding shares of CAPITAL Common Stock will be converted
into shares of BANC ONE Common Stock (subject to adjustments in certain
circumstances), which shares of BANC ONE Common Stock will be issued as a
result of the Merger. See "MERGER--Exchange Rate."

The Consolidation Agreement provides for the merger of CCB with and into Bank
One Utah. Upon the effectiveness of the Consolidation (the "Consolidation
Effective Time") each of the outstanding shares of CCB Common Stock not owned
by Capital or BANC ONE or Banc One Arizona following the Merger will be
converted into shares of BANC ONE Common Stock (subject to adjustments in
certain circumstances), which shares of BANC ONE Common Stock will be issued as
a result of the Consolidation.

The affirmative vote of a majority of the outstanding shares of CAPITAL Common
Stock entitled to vote at the Capital Special Meeting is required in order to
approve the Merger Agreement. See "VOTING AND MANAGEMENT INFORMATION-Voting."
However, it is a condition to BANC ONE's obligation to consummate the Merger
that not more than 10% of the maximum aggregate total number of shares of BANC
ONE Common Stock which could be issued by BANC ONE in the Merger and
Consolidation are to be settled in cash as a result of fractional share
interests or are to be issued to CAPITAL stockholders who have asserted rights
of dissenting shareholders. The affirmative vote of two-thirds of the
outstanding shares of CCB Common Stock entitled to vote at the CCB Special
Meeting is required in order to approve the Consolidation Agreement. See
"VOTING AND MANAGEMENT INFORMATION-Rights of Dissenting Stockholders."

Subject to such stockholder approval and the satisfaction of certain conditions
and receipt of all requisite regulatory approvals, in each case as provided for
in the Merger Agreement, the Merger will become effective upon the issuance by
the Secretary of State of the State of Utah of a certificate of merger with
respect thereto as provided in applicable provisions of the Utah Code Annotated.

The Boards of Directors of BANC ONE, Banc One Arizona and CAPITAL have approved
the Merger Agreement and the Boards of Directors of Bank One Utah and CCB have
approved the Consolidation Agreement. BANC ONE, as the sole shareholder of
Banc One Arizona, has approved the Merger Agreement and Banc One Arizona, as
the sole shareholder of Bank One Utah, will approve the Consolidation
Agreement. Approval of the Merger Agreement by the shareholders of BANC ONE is
not required for consummation of the Merger or Consolidation.

Exchange Rate and Consolidation Exchange Rate

At the Effective Time, stock issued by reason of the Merger will be allocated
to the stockholders of record of CAPITAL as of the Effective Time as follows:

The Exchange Rate gives effect to the 5 for 4 shares Common Stock split
declared by BANC ONE's Board of Directors on July 20, 1993, payable August 31,
1993 to BANC ONE Common shareholders of record on August 3, 1993 and the 10%
Common Stock dividend declared by BANC ONE's Board of Directors on January 25,
1994, payable March 4, 1994 to BANC ONE Common Shareholders of record on
February 16, 1994.

At the Effective Time, stock issued by reason of the Consolidation will be
allocated to the stockholders of record of CCB, other than CAPITAL or BANC ONE
or Banc One Arizona following the Merger, as of the Effective Time as follows:

The Consolidation Exchange Rate gives effect to the 5 for 4 shares Common Stock
split declared by BANC ONE's Board of Directors on July 20, 1993, payable
August 31, 1993 to BANC ONE Common shareholders of record on August 3, 1993 and
the 10% Common Stock dividend declared by BANC ONE's Board of Directors on
January 25, 1994, payable March 4, 1994 to BANC ONE Common Shareholders of
record on February 16, 1994.

Operations After the Merger and Consolidation

Upon the consummation of the Merger, CAPITAL will be merged into Banc One
Arizona and the separate corporate existence of CAPITAL will cease. Banc One
Arizona, as the surviving corporation in the Merger and a wholly owned
subsidiary of BANC ONE, will continue operations under the name "Banc One
Arizona Corporation" and will operate with Banc One Arizona's current officers
and employees, with its principal place of business at Phoenix, Arizona. Banc
One Arizona's current directors will serve as the directors of the surviving
corporation following the Merger. It is anticipated that following the Merger,
the Consolidation will occur. Following the Consolidation, the present
directors, officers and employees of Bank One Utah will continue in those same
capacities for the Resulting Bank. The Resulting Bank will conduct its banking
operations at its present offices.

The Resulting Bank, as a BANC ONE affiliate after the Merger and Consolidation,
will operate under BANC ONE's operating philosophy whereby it will have
autonomy to match its products and services to the needs of its local
communities. Similarly, BANC ONE bank affiliates have authority to make
decisions locally in "people-related" matters such as lending, personnel,
charitable contributions and other community and related matters, relying upon
BANC ONE and its state holding companies for "paper and computer related"
matters such as assistance in accounting, certain legal matters, investment
portfolio management, regulatory compliance, data processing and other matters
which are generally best performed by specialists on a centralized basis.

As of February 11, 1994, there were no outstanding unexercised options for
shares of CAPITAL Common Stock held by officers and directors of CAPITAL. As
of February 11, 1994, there were 7,917 unexercised options outstanding for
shares of CCB Common Stock held by an individual not affiliated with CCB or
CAPITAL. The Consolidation Agreement requires that these options be exercised
prior to the Consolidation.

Background of Transaction

During 1992, the Board of Directors of CAPITAL and CCB (collectively,
"CAPITAL") spent considerable time discussing which direction CAPITAL should
proceed in order to maximize shareholder value. In early 1993, the Board hired
an additional senior level management officer as President of Capital Bancorp.
This new officer was to assist the Board in analyzing three long-term
strategies and to assist in implementing the strategy of choice. The three
strategies considered were:

1. Sell or merge CAPITAL with a larger institution whose stock is publicly
traded.

2. Merge with or acquire other small banking institutions in order to grow in
size and gain the economies of scale whereby public registration and
trading of CAPITAL's stock would be economically justified.

3. Continue to operate as a closely held community bank and grow internally.

After considerable analysis and discussion, the Board of Directors chose to
pursue the option of growth through acquisition or merger with other banking
institutions. The Board felt it appropriate, however, to retain the option to
consider any future unsolicited offers from larger banks seeking to acquire
CAPITAL.

In April 1993, the CEO of Bank One Utah, on an unsolicited basis, made contact
with the Chairman of CAPITAL. He stated BANC ONE's desire to discuss the
possibility of acquiring CAPITAL in an exchange of stock. In late May 1993,
CAPITAL's senior management met with Bank One Utah's senior management where
BANC ONE was told that further discussions would be pursued only if BANC ONE
presented an offer which warranted such discussions. BANC ONE then gave an
indicated exchange ratio which equated to approximately 2.3 times CAPITAL's
book value. CAPITAL's Board met and determined such an offer was fair and in
the best interest of shareholders. The Board instructed CAPITAL's senior
management to cooperate with BANC ONE in performing preliminary due diligence
which would lead to a formal written offer.

CAPITAL contacted several law firms and elected to retain the law firm of
Gerrish & McCreary, P.C. to assist CAPITAL's Board and management in
structuring and negotiating the various terms of the transaction. Gerrish &
McCreary specializes in bank legal work and has represented numerous banks in
merger and acquisition transactions.

In July 1993, BANC ONE presented a written offer of a stock for stock exchange,
the value of which equated to 2.3 times CAPITAL's book value at the time. The
offer was subject to the satisfactory completion of certain due diligence
reviews. CAPITAL's Board met shortly thereafter and discussed extensively the
merits of accepting BANC ONE's offer. It was determined that the offer was
fair and in the best interest of shareholders. CAPITAL's Board voted
unanimously to move forward with exclusive merger discussions with BANC ONE.
CAPITAL's Board instructed senior management to negotiate the numerous terms
and conditions of the merger with BANC ONE and to work toward signing a
Definitive Merger Agreement.

On September 17, 1993, two separate Definitive Agreements wherein Capital
Bancorp would be merged into Banc One Arizona and subsequently Capital City
Bank would be consolidated with Bank One Utah were unanimously approved by
CAPITAL's Board and signed by CAPITAL and BANC ONE.

The Agreements were subject to various representations and warranties made by
all parties including due diligence procedures yet to be performed by BANC ONE.

After completion of all due diligence, both parties negotiated and signed an
Amendment to the Merger Agreement reducing by five percent the number of shares
of BANC ONE stock to be received by CAPITAL's shareholders.

Merger and Consolidation Recommendations and Reasons for Transaction

The terms of the merger and consolidation as outlined in the Merger Agreement
and Consolidation Agreement were the result of arms-length negotiations between
CAPITAL, CCB and BANC ONE and their respective representatives. In the course
of reaching its decision to approve the Merger Agreement and Consolidation
Agreement, the Boards of Directors of CAPITAL and CCB, respectively, consulted
with their legal advisors and with senior management. Numerous factors,
including, but not limited to, the following were considered:

1. The current condition and growth prospects for CAPITAL, including
historical and prospective results of operations, financial condition and
capital position.

2. The economic environment and competitive banking climate in Utah, with
special consideration given to the increased competition coming from
out-of-state financial institutions.

3. That a business combination with a larger bank holding company, like BANC
ONE, would provide greater short term and long term risk adjusted returns
to CAPITAL and CCB's shareholders and would benefit CCB's depositors, loan
customers and the community in which CAPITAL and CCB operate.

4. General industry conditions, including a regulatory environment especially
burdensome for small community banks, increased competition for deposits
and loans from non-regulated financial institutions, and the heightened
competitive environment created by the rapid consolidation occurring in the
banking industry.

5. BANC ONE's proposed exchange ratios in monetary value to CAPITAL and CCB's
shareholders, both in absolute terms and as compared to other similar
merger and consolidation transactions.

CAPITAL and CCB's Boards of Directors believe that the affiliation with BANC
ONE will result in a competitively stronger combined entity with increased
financial and human resources which will lead to enhanced financial performance
and a larger and more geographically diverse banking operation.

As of January 31, 1994, the directors and executive officers of CAPITAL,
together with their affiliates and associates, as a group, were entitled to
vote approximately 99,336 shares of CAPITAL Common Stock representing
approximately 66.1% of the shares outstanding. These persons will be entitled
to receive the same consideration for their shares as any other CAPITAL
stockholder upon approval of the Merger. The directors and executive officers
of CCB, together with their affiliates are entitled to vote 3.6% of the
outstanding shares of CCB Common Stock. Additionally, CAPITAL owns 114,768
representing approximately 86.4% (81.53% after the exercise of all outstanding
options) of the shares outstanding. The CCB shares owned by CAPITAL will not
be converted into BANC ONE Common. CAPITAL believes that all of the directors'
and executive officers' shares will be voted in favor of the Merger and it will
vote all of the CCB shares it owns in favor of the Consolidation. After the
Merger, CAPITAL's directors and executive officers will own less than 1% of the
shares of BANC ONE Common Stock outstanding.

CAPITAL AND CCB'S BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND THAT THE MERGER
AGREEMENT AND CONSOLIDATION AGREEMENT BE APPROVED BY THE STOCKHOLDERS OF
CAPITAL AND CCB, RESPECTIVELY.

BANC ONE believes that the affiliation of CAPITAL with BANC ONE and the
acquisition of CCB thereby will provide BANC ONE with a more meaningful
presence in the Salt Lake City, Utah area and an expansion of BANC ONE's
customer base and assets. Such expansion will provide BANC ONE with the
opportunity to realize increased economies of scale while serving new customers
with the expertise and assistance of the capable and experienced staff of CCB.

Conditions to the Merger; Termination

Consummation of the Merger is subject to satisfaction of a number of
conditions, including:

(1) the receipt of all necessary approvals of the acquisition by governmental
agencies and authorities, including the Federal Reserve and the Utah
Commissioner of financial Institutions, and each of such approvals shall
remain in full force and effect at the Effective Time;

(2) there being no change in the consolidated financial condition, aggregate
net assets, shareholders' equity, business or operating results of CAPITAL
and CCB, taken as a whole, or BANC ONE and its subsidiaries, taken as a
whole, from June 30, 1993 to the Effective Time, that has had a material
adverse effect;

(3) compliance by CAPITAL, BANC ONE and Banc One Arizona with their respective
covenants and confirmation of their respective representations and
warranties as set forth in the Merger Agreement, including the agreement
of CAPITAL that, except with the approval of BANC ONE or as otherwise
permitted by the Merger Agreement, it will not

(a) from June 30, 1993 to the Effective Time, pay any cash dividends,
except as permitted under the Merger Agreement;

(b) effect any changes in connection with its equity capitalization; or

(4) approval of the Merger Agreement and the Merger by the requisite vote of
stockholders of CAPITAL Common Stock (see "MERGER-General" and "VOTING AND
MANAGEMENT INFORMATION-Voting");

(5) receipt by CAPITAL and BANC ONE of the opinion relative to the Federal
income tax consequences referred to under the caption "MERGER-Federal
Income Tax Consequences";

(6) receipt by BANC ONE of an opinion from CAPITAL's counsel and receipt by
CAPITAL of an opinion from counsel for BANC ONE and Banc One Arizona,
which opinions are to be in the general form of those annexed to the
Merger Agreement;

(7) satisfaction by BANC ONE and CAPITAL of the respective earnings tests set
forth in the Merger Agreement or as otherwise agreed between the parties;

(8) fractional share interests in BANC ONE Common Stock to be paid to former
holders of CAPITAL Common Stock in cash in the exchange (see
"MERGER-Fractional Shares") and shares of BANC ONE Common Stock to which
holders of CAPITAL Common Stock would have been entitled as of the
consummation of the Merger, but who have taken steps to perfect their
rights as dissenting stockholders pursuant to applicable law, shall not
exceed 10% of the maximum aggregate number of shares of BANC ONE Common
Stock which could be issued as a result of the Merger and Consolidation;

(9) the shares of BANC ONE Common Stock to be issued in exchange for CAPITAL
Common Stock shall have been listed on the NYSE;

(10) receipt by BANC ONE of the written opinion of Coopers & Lybrand,
independent certified public accountants, that the transaction
contemplated by the Merger Agreement may be properly accounted for as a
pooling-of-interests;

(11) the total number of shares of CAPITAL Common Stock issued and outstanding
shall not be more than 150,345 shares; and

(12) Receipt of an opinion from an Investment Banker to the effect that the
Merger and Consolidation are fair to the shareholders of CAPITAL and CCB,
respectively, from a financial point of view.

The provisions of the Merger Agreement, including the foregoing conditions, may
be waived at any time by the party which is entitled to the benefits thereof.
However, after the stockholders of CAPITAL have approved the Merger Agreement,
CAPITAL may only amend the Merger Agreement if, in the opinion of CAPITAL's
Board of Directors, such amendment will not have a material adverse effect on
the benefits intended under the Merger Agreement for the stockholders of
CAPITAL.

The Merger Agreement may be terminated at any time prior to the Effective Time
of the Merger, whether before or after approval by the stockholders of CAPITAL,
by written notice from BANC ONE to CAPITAL, or from CAPITAL to BANC ONE, as the
case may be, upon the occurrence of any of the following: (i) if any material
condition to either party's obligations under the Merger Agreement is not
satisfied or waived at the time or times contemplated thereby (each party's
right to terminate under this clause (i) shall relate only to conditions to
that party's obligations); (ii) in the event of a material breach by a party of
any representation, warranty, condition or agreement contained in the Merger
Agreement that is not cured within 30 days of the giving of notice to such
party by the other party; or (iii) if the Merger shall not have been
consummated on or before July 15, 1994. The Merger Agreement also may be
terminated, and the Merger thereby abandoned, by the mutual consent of the
Boards of Directors of CAPITAL and BANC ONE at any time prior to the effective
date of the Merger.

CAPITAL, by action of its Board of Directors, may elect to terminate the Merger
Agreement, whether before or after approval of the Merger by the stockholders
of CAPITAL, by giving written notice of such election to BANC ONE within two
NYSE trading days after the Valuation Period (the ten consecutive days on which
shares of BANC ONE Common are traded on the NYSE ending on the sixth NYSE
trading day immediately prior to the consummation of the merger) provided that
the average price during the Valuation Period is less than $31.82.

If the Merger is not consummated other than by reason of a willful breach of
any party to the Merger Agreement, CAPITAL, BANC ONE and Banc One Arizona will
each pay all of its own expenses incurred incident to such transaction, except
for printing expenses which will be paid by BANC ONE.

Conditions to the Consolidation

Consummation of the Consolidation is subject to certain conditions including
(but not limited to) the following significant conditions:

(1) approval of the Consolidation by the Utah Commissioner and the OCC;

(2) ratification and confirmation of the Consolidation Agreement by the
requisite vote of CCB shareholders and the Bank One Utah shareholder, Banc
One Arizona, (see "Consolidation--General" and "Voting by CCB
Shareholders");

(3) redemption of the preferred stock of CCB and the exercise of all
outstanding options for CCB Common Stock; and

(4) Consummation of the Merger.

As a result of the Consolidation being conditioned upon consummation of the
Merger, the conditions of the Merger could be viewed as indirect conditions of
the Consolidation.

The Consolidation Agreement may be amended at any time by agreement between
Bank One Utah and CCB. The Consolidation may be terminated at any time by CCB
and Bank One Utah and by either bank in the event the Merger Agreement is
terminated.

FEDERAL INCOME TAXES

Federal Income Tax Consequences of the Merger

The following is a summary of certain material U.S. Federal income tax
consequences of the Merger, including certain consequences to holders of
CAPITAL Common Stock who are citizens or residents of the United States and who
hold their shares as capital assets. It does not discuss all tax consequences
that may be relevant to CAPITAL stockholders subject to special Federal income
tax treatment (such as insurance companies, dealers in securities, certain
retirement plans, financial institutions, tax exempt organizations or foreign
persons), or to CAPITAL stockholders who acquired their shares of CAPITAL
Common Stock pursuant to the exercise of employee stock options or otherwise as
compensation. The summary does not address the state, local or foreign tax
consequences of the Merger, if any.

Pursuant to the terms of the Merger Agreement, CAPITAL and BANC ONE will
receive the opinion of Gerrish & McCreary, P.C., dated as of the Effective
Time, to the effect that, for Federal income tax purposes:

(1) The Merger will constitute a reorganization within the meaning of Section
368(a)(1)(A) and Section 368(a)(2)(D) of the Internal Revenue Code;

(2) No gain or loss will be recognized by BANC ONE or CAPITAL as a consequence
of the transactions contemplated by the Merger Agreement;

(3) No gain or loss will be recognized by the stockholders of CAPITAL on the
exchange of their shares of CAPITAL Common Stock for shares of BANC ONE
Common Stock, except as described below with respect to cash received
pursuant to the exercise of statutory dissenters' rights or for fractional
share interests;

(4) The Federal income tax basis of the BANC ONE Common Stock (including
fractional share interests) received by holders of CAPITAL Common Stock
will be the same as the Federal income tax basis of the CAPITAL Common
Stock surrendered in exchange therefor; and

(5) The holding period of the BANC ONE Common Stock received by a holder of
CAPITAL Common Stock will include the period for which the CAPITAL Common
Stock exchanged therefor was held, provided the exchanged CAPITAL Common
Stock was held as a capital asset by such holder on the date of the
exchange.

A CAPITAL stockholder who receives cash in lieu of a fractional share interest
in BANC ONE Common Stock will be treated as having received the cash in
redemption of the fractional share interest. The receipt of cash in lieu of a
fractional share interest should generally result in capital gain or loss to
the holder equal to the difference between the amount of cash received and the
portion of the holder's Federal income tax basis in the CAPITAL Common Stock
allocable to the fractional share interest. Such capital gain or loss will be
long-term capital gain or loss if the holder's holding period for the BANC ONE
Common Stock received, determined as set forth above, is longer than one year.

A dissenting stockholder who receives cash in exchange for shares of CAPITAL
Common Stock will recognize capital gain or loss equal to the difference
between the amount of cash received and the holder's Federal income tax basis
in the shares. Such capital gain or loss will be long-term capital gain or
loss if the holder has held the shares for more than one year as of the
Effective Time of the Merger.

Federal Income Tax Consequences of the Consolidation

A tax ruling from the Internal Revenue Service with respect to the tax
consequences of the Consolidation has not been requested. Tax counsel for
CAPITAL, CCB and BANC ONE have, however, advised CAPITAL and CCB that the
exchange by CCB's minority shareholders of their shares of CCB Common Stock for
shares of BANC ONE Common may result in a taxable event to such shareholders.
It is uncertain whether the exchange of CCB Common Stock for shares of BANC ONE
Common by the minority shareholders of CCB pursuant to the Consolidation
Agreement will require such shareholders to recognize gain or loss equal to the
difference of the tax basis of their shares of CCB Common Stock and the fair
market value of the BANC ONE Common they receive pursuant to the Consolidation.

Tax Consequences -- General

THE INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY AND IS BASED ON THE INTERNAL REVENUE CODE (AND AUTHORITIES THEREUNDER) AS
IN EFFECT ON THE DATE OF THIS PROSPECTUS, WITHOUT CONSIDERATION OF THE
PARTICULAR FACTS OR CIRCUMSTANCES OF ANY STOCKHOLDER. STOCKHOLDERS ARE URGED
TO CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER IN THEIR PARTICULAR SITUATIONS, AS WELL AS
CONSEQUENCES UNDER ANY APPLICABLE STATE, LOCAL OR FOREIGN TAX LAWS.

Conversion of Shares and Exchange of Certificates

Upon consummation of the Merger and the Consolidation, the outstanding shares
of CAPITAL Common Stock and CCB Common Stock will be converted into shares of
BANC ONE Common Stock at the Exchange Rate calculated as described under the
captions "MERGER--Exchange Rate" and "Consolidation--Exchange Rate,"
respectively. Except in the event that CAPITAL, CCB or BANC ONE shall declare
a stock dividend or distribution upon or subdivide, split up, reclassify or
combine their respective Common Stock or declare a dividend, or make a
distribution, on their respective Common Stock in any security convertible into
such Common Stock prior to the time the Merger and Consolidation become
effective, no further adjustments will be made in the Exchange Rate or the
Consolidation Exchange Rate. However, in the event of such a transaction,
appropriate adjustment will be made in the Exchange Rate and the Consolidation
Exchange Rate. The Exchange Rate and the Consolidation Exchange Rate have been
adjusted to reflect the 5 shares for 4 shares common stock split declared by
BANC ONE's Board of Directors on July 20, 1993 and payable August 31, 1993 to
shareholders of record on August 3, 1993 and the 10% stock dividend declared by
BANC ONE's Board of Directors on January 25, 1994 and payable on March 4, 1994
to shareholders of record on February 16, 1994.

As soon as practicable after the Merger and Consolidation become effective,
instructions and forms will be furnished to the stockholders of CAPITAL and CCB
for use in exchanging their CAPITAL and CCB share certificates for certificates
of BANC ONE Common Stock. If any certificate for shares of BANC ONE Common
Stock is to be issued in a name other than that in which the certificate for
shares of CAPITAL Common Stock or CCB Common Stock surrendered for exchange is
registered, the certificate so surrendered must be properly endorsed or
otherwise be in proper form for transfer and the person requesting such
exchange must pay to BANC ONE or its transfer agent any applicable transfer or
other taxes required by reason of the issuance of the certificate.

Until so surrendered, certificates formerly representing shares of CAPITAL
Common Stock and CCB Common Stock will be deemed for all purposes to evidence
ownership of the number of shares of BANC ONE Common Stock into which such
shares have been converted. Dividends and other distributions, if any, that
become payable on BANC ONE Common Stock pending exchange of certificates
representing shares of CAPITAL Common Stock and CCB Common Stock will be
retained by BANC ONE until surrender of such certificates, at which time such
dividends and distributions will be paid, without interest. In addition, after
the Effective Time the holders of certificates formerly representing shares of
CAPITAL Common Stock and CCB Common Stock shall cease to have rights with
respect to such shares (except such rights, if any, as holders of certificates
representing CAPITAL Common Stock or CCB Common Stock may have as dissenting
stockholders), and, except as aforesaid, their sole rights shall be to exchange
such certificates for shares of BANC ONE Common Stock in accordance with the
Merger Agreement and Consolidation Agreement.

Fractional Shares

No fractional shares of BANC ONE Common Stock will be exchanged for shares of
CAPITAL Common Stock or CCB Common Stock. In lieu thereof, each stockholder of
CAPITAL and CCB having a fractional interest resulting from the exchange of
CAPITAL Common Stock and CCB Common Stock for BANC ONE Common Stock will be
paid by BANC ONE an amount in cash equal to the value of such fractional
interest based upon the closing price of BANC ONE Common Stock on the NYSE on
the fifth day immediately preceding the day on which the merger is consummated
during which shares of BANC ONE Common Stock are traded on the NYSE as reported
in The Wall Street Journal for NYSE Composite Transactions.

Resales by Affiliates

The shares of BANC ONE Common Stock issuable to CAPITAL and CCB stockholders
upon consummation of the Merger and Consolidation, respectively, have been
registered under the Securities Act, but such registration does not cover
resales by affiliates of CAPITAL and CCB ("Affiliates"). BANC ONE Common Stock
received and beneficially owned by those CAPITAL and CCB stockholders who are
deemed to be Affiliates may be resold without registration as provided for by
Rule 145 under the Securities Act, or as otherwise permitted. The term
Affiliate is defined to include any person who, directly or indirectly,
controls, or is controlled by, or is under common control with CAPITAL or CCB
at the time the Merger Agreement is submitted for approval by a vote of the
stockholders of CAPITAL Common Stock or CCB Common Stock. Each Affiliate who
desires to resell the BANC ONE Common Stock received in the Merger must sell
such BANC ONE Common Stock either (i) pursuant to an effective registration
statement under the Securities Act, (ii) in accordance with the applicable
provisions of Rule 145 under the Securities Act or (iii) in a transaction
which, in the opinion of counsel for such Affiliate or as described in a
"no-action" or interpretive letter from the Staff of the Commission, in each
case reasonably satisfactory in form and substance to BANC ONE, states that
such resale is exempt from the registration requirements of the Securities Act.

Rule 145(d) requires that persons deemed to be Affiliates resell their BANC ONE
Common Stock pursuant to certain of the requirements of Rule 144 under the
Securities Act if such BANC ONE Common Stock is sold within the first two years
after the receipt thereof. After two years, if such person is not an affiliate
of BANC ONE and BANC ONE is current in the filing of its periodic securities
law reports, a former Affiliate of CAPITAL or CCB may freely resell the BANC
ONE Common Stock received in the Merger without limitation. After three years
from the issuance of the BANC ONE Common Stock, if such person is not an
affiliate of BANC ONE at the time of sale or for at least three months prior to
such sale, such person may freely resell such BANC ONE Common Stock, without
limitation, regardless of the status of BANC ONE's periodic securities law
reports.

CAPITAL and CCB have agreed to provide BANC ONE with a list of those persons
who may be deemed to be Affiliates at the time of the CAPITAL Special Meeting
and CCB Special Meeting. CAPITAL and CCB will use their best efforts to cause
each such person to deliver to BANC ONE prior to the Effective Time a written
agreement to the effect that no sale will be made of any shares of BANC ONE
Common Stock received in the Merger or Consolidation by an Affiliate of CAPITAL
or CCB except (i) in accordance with the Securities Act and (ii) if, as it
expects to do, BANC ONE utilizes pooling-of-interests accounting in accounting
for the Merger, until such time as BANC ONE shall first publish the financial
results of at least 30 days of post-merger combined operations of CAPITAL and
BANC ONE, and CCB and Bank One Utah, provided that BANC ONE shall publish such
results not later than four months from the Effective Time. The certificates
of BANC ONE Common Stock issued to Affiliates of CAPITAL and CCB in the Merger
or Consolidation may contain an appropriate restrictive legend, and appropriate
stop transfer orders may be given to the transfer agent for such certificates.

Accounting Treatment

BANC ONE expects to account for the acquisition of CAPITAL as a pooling of
interests. BANC ONE does not expect to account for the acquisition of the
minority of CCB shares not owned by CAPITAL as a pooling of interests.

COMPARATIVE RIGHTS OF SHAREHOLDERS

Description of BANC ONE Stock

General. The authorized capital stock of BANC ONE consists of 600,000,000
shares of BANC ONE Common Stock and 35,000,000 shares of Preferred Stock,
without par value ("Preferred Stock"), divided into 10,000,000 shares of Class
A Preferred Stock, 1,000,000 shares of Class B Convertible Preferred Stock
("Class B Preferred Stock") and 24,000,000 shares of Class C Preferred Stock of
which the $3.50 Cumulative Convertible Preferred Stock constitutes a series
("Series C Preferred Stock"). As of September 30, 1993, there were issued and
outstanding 5,000,000 shares of Series C Preferred Stock and 341,046,391 shares
of BANC ONE Common Stock, after giving effect to the 5 for 4 share stock split
in BANC ONE Common Stock.

The following summary of the terms of BANC ONE's capital stock does not purport
to be complete and is qualified in its entirety by reference to the applicable
provisions of the Ohio General Corporation Law and BANC ONE's Articles.

Common Stock. Holders of BANC ONE Common Stock are entitled to receive
dividends out of funds legally available therefor as and if declared by the
Board of Directors, provided that, so long as any shares of Preferred Stock are
outstanding, no dividends (other than dividends payable in BANC ONE Common
Stock) or other distributions (including redemptions and purchases) may be made
with respect to the BANC ONE Common Stock unless full cumulative dividends on
the shares of Preferred Stock have been paid.

Holders of shares of BANC ONE Common Stock are entitled to one vote for each
share for the election of directors and on all other matters. Holders of BANC
ONE Common Stock vote together as a class with holders of Class B Preferred
Stock. Generally, holders of Series C Preferred Stock have no voting rights.

The issued and outstanding shares of BANC ONE Common Stock are fully paid and
nonassessable. The holders of BANC ONE Common Stock are not entitled to
preemptive rights or conversion or redemption rights. The BANC ONE Common
Stock does not have cumulative voting rights in the election of directors.

In the event of the voluntary or involuntary dissolution, liquidation or
winding up of BANC ONE, holders of BANC ONE Common Stock will be entitled to
receive, pro rata, after satisfaction in full of the prior rights of creditors
(including holders of BANC ONE's indebtedness) and holders of Preferred Stock,
all the remaining assets of BANC ONE available for distribution.

Preferred Stock. The Board of Directors has the authority to issue each class
of Preferred Stock in one or more series and to fix the designations, number of
shares, dividends, redemption rights, sinking fund requirements, liquidation
prices, conversion rights and other rights, qualifications, limitations or
restrictions thereon (except voting rights) as the Board of Directors may from
time to time be permitted by law to fix or change.

Currently, there are outstanding shares of Series C Preferred Stock. Holders
of Series C Preferred Stock are entitled to receive out of funds legally
available therefor cumulative cash dividends at the annual rate of $3.50 per
share payable quarterly on the last day of March, June, September and December
in each year.

In the event that full cumulative dividends on outstanding shares of Series C
Preferred Stock have not been paid, no dividends may be declared or paid on,
and no amounts may be set aside or applied to the redemption or purchase of,
any shares of BANC ONE Common Stock or any other shares of capital stock of
BANC ONE ranking junior to shares of Series C Preferred Stock.

Upon the voluntary or involuntary dissolution, liquidation or winding up of
BANC ONE, holders of Series C Preferred Stock are entitled to receive a
preferential distribution of $50 per share plus accrued and unpaid dividends,
if any.

Generally holders of shares of Series C Preferred Stock have no voting rights.
The approval of a majority of the outstanding shares of Series C Preferred
Stock voting together as a class is required in order to amend BANC ONE's
Articles to affect adversely the rights of the holders of the Series C
Preferred Stock or to take any action that would result in the creation of or
an increase in the number of authorized shares senior or superior with respect
to dividends or upon liquidation to the Series C Preferred Stock. Holders of
Series C Preferred Stock also have the right to elect two additional directors
during any period in which dividends on Series C Preferred Stock are
cumulatively in arrears in the amount of six or more full quarterly dividends.

At the option of the holder of any shares of Series C Preferred Stock, such
shares may be converted into shares of BANC ONE Common Stock at the conversion
rate then in effect. The present conversion rate is 1.75360 shares of BANC ONE
Common Stock for each share of Series C Preferred Stock and is subject to
adjustment for stock dividends, subdivisions, splits (the conversion rate has
been adjusted to reflect the 5 shares for 4 shares common stock split declared
by Banc One's Board of Directors on July 20, 1993 and payable August 31, 1993
to shareholders of record on August 3, 1993 and the 10% stock dividend declared
by BANC ONE's Board of Directors on January 25, 1994 and payable March 4, 1994
to shareholders of record on February 16, 1994) and combinations and any
distribution of rights or warrants to purchase BANC ONE Common Stock at a price
per share less than the BANC ONE Common Stock's then-current market value.

The issued shares of Series C Preferred Stock may be redeemed, in whole or in
part, by BANC ONE at its election at any time after April 15, 1995, at a
redemption price of [$52.10] per share during the period from April 15, 1995,
to but not including March 31, 1996, and thereafter at the redemption prices
during the 12-month periods beginning on March 31 of the years shown below,
plus accrued and unpaid dividends, if any.

Year Redemption Price

1996 . . . . . . . . . . . . . . . . $51.75
1997 . . . . . . . . . . . . . . . . $51.40
1998 . . . . . . . . . . . . . . . . $51.05
1999 . . . . . . . . . . . . . . . . $50.70
2000 . . . . . . . . . . . . . . . . $50.35
2001 and thereafter . . . . . . . . . $50.00

Special Voting Requirements for Certain Transactions

Article Eleventh of BANC ONE's Articles incorporates, to a large extent, the
provisions of the Ohio control share acquisition statute (Section 1701.831 of
the Ohio Revised Code). Article Eleventh sets forth procedures for obtaining
shareholder consent of "control share acquisitions" subject to the right of the
Board of Directors to screen out proposals that do not meet certain standards
set forth in Article Eleventh. Article Eleventh defines a "control share
acquisition" as any acquisition, directly or indirectly, of shares of BANC ONE
which, when added to all other shares of BANC ONE owned or controlled by the
acquiror, would entitle the acquiror, alone or with others, to exercise or
direct the exercise of voting power in BANC ONE in the election of directors
within any of the following ranges of voting power: (a) one-fifth or more but
less than one-third; (b) one-third or more but less than a majority; and (c) a
majority or more. A bank, broker, nominee, trustee, or other person who
acquires shares in the ordinary course of business for the benefit of others in
good faith and not for the purpose of circumventing Article Eleventh shall,
however, be deemed to have voting power only of shares in respect of which such
person would be able to exercise or direct the exercise of votes without
further instruction from others at a meeting of shareholders called under
Article Eleventh. A control share acquisition which meets certain criteria set
forth in Article Eleventh as determined by the Board of Directors must be
presented to a meeting of the shareholders of BANC ONE and approved by the
affirmative vote of both (a) a majority of the voting power represented at the
meeting and (b) a majority of that portion of such voting power excluding any
"interested shares"; that is, those shares held by the acquiring person,
executive officers of BANC ONE and employees of BANC ONE who are also
directors. Article Eleventh may be amended by a vote of 85% of the votes
entitled to be cast by all holders of voting stock.

BANC ONE's Articles also include a "fair price" provision which is designed to
provide reasonable assurances to shareholders that in the event any shareholder
or group of shareholders acquires 20% or more of BANC ONE's voting stock (the
"Acquiror") and then seeks to acquire all or part of the remaining voting stock
through a merger or other transaction which would force a change or termination
of the other shareholders' ownership interests (a "Business Combination"), such
other shareholders must receive consideration at least equivalent to that paid
by the Acquiror in acquiring its 20% stock interest, unless the Business
Combination is approved either (i) by a majority of directors who are unrelated
to the Acquiror or (ii) by the affirmative vote of 75% of all the votes
entitled to be cast by all holders of voting stock and 67% of the votes
entitled to be cast by all holders of voting stock held by shareholders other
than the Acquiror ("Special Shareholder Vote").

This provision operates by requiring that after an Acquiror emerges, any
Business Combination which has the effect of requiring shareholders to
surrender their shares must satisfy one of the following conditions:

(a) Fair Consideration to Shareholders. The terms of the Business
Combination must provide for payment of consideration which is at
least equivalent to the highest price paid to other shareholders by
the Acquiror in acquiring its 20% stock position and must be approved
by shareholders as otherwise required by applicable law; or

(b) Unrelated Director Approval. The Business Combination must be
approved as fair to shareholders by a majority of the directors who
are not affiliated with the Acquiror and who were directors before the
Acquiror acquired its 20% stock position or who were nominated or
elected to succeed such directors by the other unaffiliated directors
("Unrelated Directors") and must be approved by shareholders as
otherwise required by applicable law; or

The Article containing this provision may be amended only by a vote of 85% of
the votes entitled to be cast by all holders of voting stock, unless the
amendment is approved unanimously by the Unrelated Directors, in which case
only majority shareholder approval would be required.

Chapter 1704 of the Ohio Revised Code (the "Ohio Statute") is similar to the
"fair price" provision contained in BANC ONE's Articles. The Ohio Statute
prohibits an "Issuing Public Corporation" from engaging in a "Chapter 1704
Transaction" with an "Interested Shareholder" for a period of three years
following the date on which the person becomes an "Interested Shareholder"
unless, prior to such date, the directors of the "Issuing Public Corporation"
approve either the "Chapter 1704 Transaction" or the acquisition of shares
pursuant to which such person became an "Interested Shareholder." An "Issuing
Public Corporation" is an Ohio corporation with 50 or more shareholders which
has its principal place of business, principal executive offices or substantial
assets within the State of Ohio. BANC ONE is currently an Issuing Public
Corporation. An "Interested Shareholder" is any person who is the beneficial
owner of a sufficient number of shares to allow such person, directly or
indirectly, alone or with others, including affiliates and associates, to
exercise or direct the exercise of 10% of the voting power of the Issuing
Public Corporation. A "Chapter 1704 Transaction" includes any merger,
consolidation, combination or majority share acquisition between or involving
an Issuing Public Corporation and an Interested Shareholder or an affiliate or
associate of an Interested Shareholder. A Chapter 1704 Transaction also
includes certain transfers of property, dividends and issuance or transfers of
shares, from or by an Issuing Public Corporation or a subsidiary of an Issuing
Public Corporation to, with or for the benefit of an Interested Shareholder or
an affiliate or associate of an Interested Shareholder unless such transaction
is in the ordinary course of business of the Issuing Public Corporation on
terms no more favorable to the Interested Shareholder than those acceptable to
third parties as demonstrated by contemporaneous transactions. Finally,
Chapter 1704 Transactions include certain transactions which (i) increase the
proportionate share ownership of an Interested Shareholder, (ii) result in the
adoption of a plan or proposal for the dissolution, winding up of the affairs
or liquidation of the Issuing Public Corporation if such plan is proposed by or
on behalf of the Interested Shareholder, or (iii) pledge or extend the credit
or financial resources of the Issuing Public Corporation to or for the benefit
of the Interested Shareholder.

After the initial three-year moratorium has expired, an Issuing Public
Corporation may engage in a Chapter 1704 Transaction if (i) the acquisition of
shares pursuant to which the person became an Interested Shareholder received
the prior approval of the board of directors of the Issuing Public Corporation,
(ii) the Chapter 1704 Transaction is approved by the affirmative vote of the
holders of shares representing at least two-thirds of the voting power of the
Issuing Public Corporation and by the holders of at least a majority of voting
shares which are not beneficially owned by an Interested Shareholder or an
affiliate or associate of an Interested Shareholder, or (iii) the Chapter 1704
Transaction meets certain statutory tests designed to ensure that it be
economically fair to all shareholders.

Comparison of BANC ONE Common Stock,
CAPITAL Common Stock and CCB Common Stock

The rights of shareholders of BANC ONE are governed by BANC ONE's Articles and
Code of Regulations and the applicable provisions of the Ohio law, while the
rights of the shareholders of CAPITAL and CCB are governed by their Articles
and Bylaws and the applicable provisions of the Utah Code Annotated. If the
holders of CAPITAL Common Stock approve the Merger Agreement and the Merger is
subsequently consummated, holders of CAPITAL Common Stock will become holders
of BANC ONE Common Stock. Likewise, if the holders of CCB Common Stock, other
than CAPITAL, approve the Consolidation Agreement and the Consolidation
Agreement is subsequently consummated, those holders of CCB Common Stock will
become holders of BANC ONE Common Stock. The following comparison of the
rights of holders of CAPITAL Common Stock, CCB Common Stock and BANC ONE Common
Stock is based on current terms of the governing documents of the respective
companies, and on the current provisions of applicable state law.

The rights of holders of CAPITAL Common Stock, CCB Common Stock and holders of
BANC ONE Common Stock are similar in several respects: each shareholder is
entitled to one vote for each share held on all matters submitted to a vote of
shareholders, each shareholder is entitled to receive pro rata any assets
distributed to shareholders upon liquidation, dissolution or winding up of the
affairs of the company (after all creditors have been satisfied and requisite
preferential amounts are paid to the holders of outstanding preferred stock),
each shareholder has no preemptive rights to subscribe for or purchase any
stock or other securities in proportion to their respective holdings upon the
offering or sale by BANC ONE, CCB or CAPITAL of such securities to others.
Although it is impracticable to note all the differences between Ohio law and
Utah law generally and all of the differences between the applicable governing
documents of BANC ONE, CCB and CAPITAL, the following is intended to be a
summary of certain significant differences between the rights of holders of
BANC ONE Common Stock and the rights of holders of CAPITAL Common Stock and CCB
Common Stock.

Election and Removal of Directors. The directors of CCB, CAPITAL and BANC ONE
are elected by the shareholders and may be removed with or without cause by the
shareholders. Cumulative voting is not allowed in the election of directors of
BANC ONE, Capital or CCB.

Dividends. Under Ohio law, dividends may be paid out of surplus, including
both earned surplus and capital surplus, in cash, property or shares of the
corporation, provided that such dividend payments are not in violation of the
rights of any other class of securities and are not made when the corporation
is insolvent or there is reasonable ground to believe that by such payment it
will be rendered insolvent. A Utah corporation may pay dividends, except that
no such distribution if, after giving it effect (a) the corporation would not
be able to pay its debts as they become due in the normal course of business or
(b) the corporation's total assets would be less than the sum of its total
liabilities plus the amount needed, if the corporation were to be dissolved at
the time of distribution, to satisfy the preferential rights upon dissolution
of shareholders whose preferential rights are superior to those receiving the
distribution. The payment of dividends by banks and bank holding companies
also is subject to certain regulatory constraints. Dividends paid by both BANC
ONE and CAPITAL are subject to Federal income tax. However, it is suggested
that in connection with voting on the Merger or Consolidation, stockholders
contact their tax advisors to determine the tax consequences of the Merger to
them.

Supermajority and Fair Price Provisions. Neither Utah law nor CAPITAL or CCB's
Articles contain provisions similar to the provisions of BANC ONE's Articles
relating to control share acquisitions and fair price provisions for business
combinations. BANC ONE's Articles contain provisions requiring a supermajority
vote for certain business combinations. See "COMPARATIVE RIGHTS OF
SHAREHOLDERS- Special Voting Requirements for Certain Transactions." Utah law
generally requires the affirmative vote of the holders of a majority of the
shares of each class entitled to vote to approve a merger, consolidation, share
exchange or sale, lease, exchange or other disposition of all or substantially
all of CAPITAL's assets. No vote of CAPITAL shareholders is required to
approve a merger if (a) CAPITAL is the surviving corporation of the merger, (b)
the related plan of merger does not amend CAPITAL's Articles, (c) each share of
CAPITAL stock outstanding immediately before the merger is to be an identical
outstanding or treasury share of CAPITAL after the merger and (d) the number of
shares of CAPITAL to be issued in the merger (or to be issuable upon conversion
of any convertible instruments to be issued in the merger) does not exceed 20%
of the voting stock of CAPITAL outstanding immediately before the merger.

In addition to being subject to the laws of Utah and Ohio, respectively, CCB,
CAPITAL and BANC ONE, as a bank and bank holding companies, are subject to
various provisions of federal law with respect to mergers, consolidations and
certain other corporate transactions.

Evaluation of Tender Offers and Business Combinations. In evaluating an
acquisition proposal, Ohio law includes a provision which permits directors, in
determining whether any matter is in the best interests of the corporation, to
take into consideration the interests of the corporation's employees,
suppliers, creditors and customers, the economy of the state and the nation,
community and societal considerations and the long-term and short-term
interests of the corporation and its stockholders, including the possibility
that such interests may be best served by the continued independence of the
corporation. No similar applicable provision is included in the Utah Code
Annotated or the Articles of CAPITAL or CCB.

Amendment of Governing Documents. BANC ONE's Articles may be amended by the
affirmative vote of the holders of a majority of the voting power of BANC ONE,
except that amendments to the "control share acquisition" and "fair price"
provisions require a supermajority vote. See "COMPARATIVE RIGHTS OF
SHAREHOLDERS--Special Voting Requirements for Certain Transactions." The Code
of Regulations of BANC ONE may only be amended by the affirmative vote of a
majority of the voting power represented by the outstanding voting stock of
BANC ONE present in person or by proxy at an annual or special meeting called
for such purpose. Under Utah law, amendments to CAPITAL's Articles require the
affirmative vote of a majority of the outstanding shares of CAPITAL's Common
Stock.

Appraisal Rights.

Under Utah law, any shareholder of CAPITAL or CCB is entitled to receive
payment of the fair value of such shareholder's shares of CAPITAL Common Stock
or CCB Common Stock if such shareholder dissents from (a) any merger for which
a vote of CAPITAL or CCB's shareholders is required or any consolidation to
which CAPITAL or CCB is a party, (b) any share exchange to which CAPITAL or CCB
is a party other than as the acquiring corporation or (c) any sale, lease,
exchange or other disposition of all or substantially all of CAPITAL or CCB's
assets not made in the regular course of business. Shareholders of CAPITAL or
CCB may exercise dissenters' rights in connection with the Merger. See the
more detailed discussion below under "VOTING AND MANAGEMENT INFORMATION -
Rights of Dissenting Shareholders". Under Ohio Law, dissenting shareholders
are entitled to appraisal rights in connection with the lease, sale, exchange,
transfer or other disposition of all or substantially all of the assets of a
corporation and in connection with certain amendments to its articles of
incorporation. In addition, shareholders of an Ohio corporation being merged
into a new corporation are also entitled to appraisal rights. Shareholders of
an acquiring corporation are entitled to appraisal rights in a merger,
combination or majority share acquisition in which such shareholders are
entitled to voting rights.

Indemnification; Limitation of Liability.

Utah law provides that a corporation may indemnify a director against liability
incurred in any proceeding if the director conducted himself in good faith and
he reasonably believed (a) in the case of conduct in his official capacity with
the corporation, that his conduct was in the corporation's best interests or
(b) in all other cases, that his conduct was at least not opposed to the
corporation's best interests. In the case of any criminal proceeding, it is
further required that the director have no reasonable cause to believe his
conduct was unlawful. A corporation must, unless otherwise limited by the
articles of incorporation, indemnify a director as against reasonable expenses
incurred by him when the director is wholly successful, on the merits or
otherwise, in defense of any proceeding to which he was a party. Also, unless
limited by the articles of incorporation, a director may apply for and a court
may order indemnification by the corporation if the court determines the
director is entitled to such mandatory indemnification. A corporation may also
pay for or reimburse reasonable expenses incurred by a director in advance of
the final disposition of the proceeding when certain criteria are met.

A corporation may not indemnify a director in connection with a proceeding by
or in the right of the corporation in which the director is adjudged liable to
the corporation, or when the director is charged with improper personal benefit
and he is adjudged liable on the basis that the personal benefit was improperly
received by him. Unless limited by the articles of incorporation, a director
may apply for and a court may order indemnification by the corporation if the
court determines that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances (a) whether or not
the standards of conduct described above are satisfied or (b) whether or not
the director was adjudged liable with respect to a proceeding by or in the
right of the corporation or in a proceeding charging improper personal
benefit. Court-ordered indemnification in these last two situations is limited
to reasonable expenses incurred in connection with the proceeding.

Utah law also provides that a corporation's articles of incorporation may
eliminate or limit the personal liability of directors to the corporation or
its shareholders for any action taken or any failure to take any action, except
for the amount of a financial benefit received by a director to which he is not
entitled, an intentional infliction to harm on the corporation or shareholders,
an intentional violation of criminal law or a violation of Utah Code Annotated
Section 16-10a-842. CAPITAL and CCB's Articles do not provide for such
limitations of director liability.

A Utah corporation must indemnify an officer of the corporation who is not a
director as to reasonable expenses incurred by the officer when the officer is
wholly successful, on the merits or otherwise, in defense of any proceeding to
which he was a party, unless otherwise limited by the articles of
incorporation. An officer who is not a director may also apply for
court-ordered indemnification to the same extent as a director. With regard to
officers, employees or agents of the corporation who are not directors, a
corporation may indemnify and advance expenses to the same extent as a director
and, if provided for by its articles of incorporation, by-laws, resolution of
its shareholders or directors, or in a contract, to a greater extent than to a
director.

Under Ohio law, Ohio corporations are authorized to indemnify directors,
officers and agents within prescribed limits and must indemnify them under
certain circumstances. Ohio law does not provide statutory authorization for a
corporation to indemnify directors and officers for settlements, fines or
judgments in the context of derivative suits. However, it provides that
directors (but not officers) are entitled to mandatory advancement of expenses,
including attorneys' fees, incurred in defending any action, including
derivative actions, brought against the director, provided the director agrees
to cooperate with the corporation concerning the matter and to repay the amount
advanced if it is proved by clear and convincing evidence that his act or
failure to act was one with deliberate intent to cause injury to the
corporation or with reckless disregard for the corporation's best interests.
Ohio law does not authorize payment of expenses or judgments to an officer or
other agent after a finding of negligence or misconduct in a derivative suit
absent a court order. Indemnification is required, however, to the extent such
person succeeds on the merits. In all other cases, if a director or officer
acted in good faith and in a manner he reasonably believed to be in (or not
opposed to) the best interests of the corporation, indemnification is
discretionary except as otherwise provided by a corporation's articles, code of
regulations or by contract except with respect to the advancement of expenses
of directors. The statutory right to indemnity is not exclusive in Ohio. Ohio
law provides express authority for Ohio corporations to procure not only
insurance policies, but also to furnish protection similar to insurance,
including trust funds, letters of credit and self-insurance, or to provide
similar protection such as indemnity against loss of insurance.

Ohio law has codified the traditional business judgment rule. Ohio law
provides that the business judgment presumption of good faith may only be
overcome by clear and convincing evidence, rather than the preponderance of the
evidence standard applicable in most states. Further, Ohio law provides
specific statutory authority for directors to consider, in addition to the
interests of the corporation's shareholders, other factors such as the
interests of the corporation's employees, suppliers, creditors and customers;
the economy of the state and nation; community and societal considerations; the
long-term and short-term interests of the corporation and its shareholders; and
the possibility that these interests may be best served by the continued
independence of the corporation.

MISCELLANEOUS INFORMATION

Transfer and Exchange Agents

Bank One, Indianapolis, N.A., Indianapolis, Indiana, serves as Transfer Agent
and as Registrar for BANC ONE Common Stock. Bank One, Indianapolis, N.A. will
act as Exchange Agent in connection with the Merger and Consolidation. CCB
acts as Transfer Agent and as Registrar for CAPITAL and CCB Common Stock.

Interests of Named Experts

The consolidated financial statements of BANC ONE incorporated by reference in
this Prospectus have been audited by Coopers & Lybrand, independent public
accountants, to the extent and for the years included in their reports, which
reports are included or are incorporated herein, and have been so included or
incorporated in reliance upon their reports given on the authority of that firm
as experts in accounting and auditing. The financial statements of CAPITAL and
CCB as of December 31, 1992 and 1991, included herein and elsewhere in the
registration statement have been included herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick, independent
certified public accountants, appearing elsewhere herein, and upon the
authority of said firm as experts in accounting and auditing.

Certain legal matters will be passed upon for CAPITAL and CCB by counsel for
CAPITAL, Gerrish & McCreary, P.C., Memphis, Tennessee. An opinion on the
Federal income tax consequences of the proposed transaction will be issued by
Gerrish & McCreary, P.C. An opinion on the validity of the BANC ONE Common
Stock offered hereby has been passed upon by Roman J. Gerber, General Counsel
of BANC ONE.

Sources of Information

The information concerning BANC ONE, CAPITAL and CCB has been supplied by the
management of the respective companies.

Registration Statement

This Prospectus and Proxy Statement does not include all of the information set
forth or incorporated by reference in the Registration Statement on Form S-4
and the exhibits thereto filed by BANC ONE with the Commission under the
Securities Act. The Registration Statement may be inspected at the principal
office of the Commission in Washington, D.C., and copies may be obtained upon
payment of prescribed fees. See "AVAILABLE INFORMATION" for addresses of the
Commission's offices. Reference is hereby made to the Registration Statement
and exhibits thereto for further information pertaining to BANC ONE and CAPITAL.

Other Matters

The Board of Directors of CAPITAL does not know of any other matters which may
come before the CAPITAL Special Meeting. The Board of Directors of CCB does
not know of any other matters which may come before the CCB Special Meeting.

B. INFORMATION ABOUT BANC ONE CORPORATION

General -- Business.

BANC ONE is a multi-bank holding company with bank subsidiaries in Arizona,
California, Colorado, Illinois, Indiana, Kentucky, Michigan, Ohio, Texas, Utah,
West Virginia and Wisconsin. At December 31, 1993, BANC ONE had consolidated
total assets of $79.9 billion, consolidated total deposits of approximately
$60.9 billion and consolidated total stockholders' equity of approximately $7.0
billion. At December 31, 1993, BANC ONE ranked eighth among the nation's
publicly-owned bank holding companies in terms of period-end assets and at
December 31, 1992, BANC ONE ranked sixth among the nation's publicly owned bank
holding companies in terms of period-end common equity. For the year ended
December 31, 1993, BANC ONE's return on average assets was 1.53%.

As of December 31, 1993, BANC ONE owned indirectly all of the outstanding stock
of 82 commercial banks (the "affiliate banks"). Except for Bank One, Texas,
N.A., BANC ONE had no single affiliate bank comprising in excess of 20% of its
consolidated assets at December 31, 1993. BANC ONE also owns subsidiaries
which offer services in the areas of mortgage banking, credit card processing,
consumer finance, equipment leasing, fiduciary and trust services, venture
capital, credit life insurance, discount brokerage and data processing.

Since its formation in 1968, BANC ONE has acquired over 125 banking
institutions and the number of banking offices of its affiliate banks has
increased from 24 to over 1,300. BANC ONE anticipates that it will continue to
expand by acquisition in the future. BANC ONE is frequently in discussions
regarding possible acquisitions. See "Recent Developments" for information
with respect to pending and potential acquisitions.

BANC ONE is a legal entity separate and distinct from its affiliate banks and
its nonbanking subsidiaries. Accordingly, the right of BANC ONE, and thus the
right of BANC ONE's creditors and shareholders, to participate in any
distribution of the assets or earnings of any affiliate bank or other
subsidiary is necessarily subject to the prior claims of creditors of the
affiliate bank or subsidiary, except to the extent that claims of BANC ONE in
its capacity as a creditor may be recognized. The principal source of BANC
ONE's revenues is dividends and fees from its affiliates. See "Certain
Regulatory Matters" for a discussion of regulatory restrictions on the ability
of the affiliate banks to pay dividends to BANC ONE.

Recent Developments.

In recent years, BANC ONE has pursued an active acquisition program. The
following is a list of announced significant acquisitions that have not been
consummated as of the date of this Prospectus and Proxy Statement.

Liberty National Bancorp, Inc., a multi-bank holding company headquartered
in Louisville, Kentucky with assets of approximately $4.9 billion as of
December 31, 1993, which BANC ONE will acquire for approximately 24 million
shares of BANC ONE Common Stock.

BANC ONE has also announced three other acquisitions which are not material in
the aggregate. In addition, BANC ONE has recently terminated its pending
acquisitions of FirsTier Financial, Inc., a multi-bank holding company
headquartered in Omaha, Nebraska with assets of approximately $3.1 billion as
of December 31, 1993, and Nebraska Capital Corporation, a single bank holding
company headquartered in Lincoln, Nebraska with assets of approximately $95
million as of December 31, 1993.

BANC ONE continues to explore opportunities to acquire banks and nonbank
companies permitted by the Bank Holding Company Act of 1956. Discussions are
continually being carried on relating to the acquisition of bank-related
companies and other banks. It is not presently known whether, or on what
terms, such discussions will result in further acquisitions. BANC ONE's
acquisition strategy is flexible in that it does not require BANC ONE to effect
specific acquisitions so as to enter certain markets or to attain specified
growth levels. Rather than being market driven or size motivated, BANC ONE's
acquisition strategy reflects BANC ONE's willingness to consider potential
acquisitions wherever and whenever such opportunities arise based on the
then-existing market conditions and other circumstances. Banks to be acquired
must be of sufficient size to support and justify having management of a
caliber capable of making lending and other management decisions at the local
level under BANC ONE's operating philosophy. BANC ONE also is willing from
time to time to acquire a smaller bank when it can be acquired through a
reorganization into an existing affiliate. BANC ONE's interest in the
acquisition of non-bank companies has been limited to bank-related services
with which BANC ONE already has familiarity. BANC ONE's acquisitions may be
made by the exchange of stock, through cash purchases, and with other
consideration.

Other than as described above, BANC ONE does not currently have any definite
understandings or agreements for any acquisitions material to BANC ONE.
However, BANC ONE anticipates that it will continue to expand by acquisition in
the future.

Certain Regulatory Matters

General

BANC ONE is subject to the supervision of, and to regular inspection by, the
Federal Reserve. BANC ONE's principal banking subsidiaries are organized as
national banking associations, which are subject to regulation by the
Comptroller of the Currency (the "Comptroller"). In addition, various state
authorities regulate BANC ONE's state banking subsidiaries. Furthermore, the
various banking subsidiaries are subject to regulation by the Federal Deposit
Insurance Corporation (the "FDIC") and other federal bank regulatory bodies.
In addition to banking laws, regulations and regulatory agencies, BANC ONE and
its subsidiaries and affiliates are subject to various other laws, regulations
and regulatory agencies, all of which directly or indirectly affect BANC ONE's
operations, management and ability to make distributions. The following
discussion summarizes certain aspects of those laws and regulations that affect
BANC ONE.

Proposals to change the laws and regulations governing the banking industry are
frequently raised in Congress, in the state legislatures and before the various
bank regulatory agencies. The likelihood and timing of any changes and the
impact such changes might have on BANC ONE and its subsidiaries are difficult
to determine.

According to Federal Reserve policy, bank holding companies are expected to act
as a source of financial strength to each subsidiary bank and to commit
resources to support each such subsidiary. This support may be required at
times when a bank holding company may not be able to provide such support.
Furthermore, in the event of a loss suffered or anticipated by the FDIC --
either as a result of default of a banking or thrift subsidiary of BANC ONE or
related to FDIC assistance provided to a subsidiary in danger of default -- the
other banking subsidiaries of BANC ONE may be assessed for the FDIC's loss,
subject to certain exceptions.

BANC ONE's banks are affected by various state and federal laws and by the
fiscal and monetary policies of the federal government and its agencies,
including the Federal Reserve. An important purpose of these policies is to
curb inflation and control recessions through control of the supply of money
and credit. The Federal Reserve uses its powers to regulate reserve
requirements of its member banks, the discount rate on its member bank
borrowings, interest rates on time and savings deposits of its member banks,
and to conduct open market operations in United States government securities so
as to exercise control over the supply of money and credit. These policies
have a direct effect on the amount of bank loans and deposits and on the
interest rates charged on loans and paid on deposits, with the result that
federal policies have a material effect on bank earnings. Policies which are
directed toward increasing the supply of money and credit and reducing interest
rates may have an adverse effect on bank earnings. Future policies of the
Federal Reserve and other authorities cannot be predicted, nor can their effect
on future bank earnings be predicted. Similarly, future changes in state and
federal laws and wage, price and other economic restraints of the federal
government cannot be predicted nor can their effect on future bank earnings be
predicted.

Capital Requirements

The Federal Reserve, the FDIC and the Comptroller have issued substantially
similar minimum risk-based and leverage capital guidelines for United States
banking organizations. In addition, those regulatory agencies may from time to
time require that a banking organization maintain capital above the minimum
levels, whether because of its financial condition or actual or anticipated
growth.

The Federal Reserve risk-based guidelines applicable to BANC ONE define a
two-tier capital framework. Tier 1 capital consists of common and qualifying
preferred shareholders' equity, minority interests less goodwill and certain
other intangible assets, and one-half of investments in unconsolidated
subsidiaries.

Tier 2 capital consists of mandatory convertible debt, subordinated and other
qualifying term debt, preferred stock not qualifying as Tier 1 capital and the
allowance for credit losses, subject to certain limitations less one-half of
investments in unconsolidated subsidiaries. The sum of Tier 1 and Tier 2
capital represents qualifying total capital, at least 50% of which must consist
of Tier 1 capital. Risk-based capital ratios are calculated by dividing Tier 1
and total capital by the sum of four categories of risk-weighted assets, such
risk weights based primarily on relative credit risk. The regulatory minimum
qualifying total risk-based capital ratio is 8%, of which at least 4% must
consist of Tier 1 capital. BANC ONE's Tier 1 and total risk-based capital
ratios under these guidelines at December 31, 1993 were 10.45% and 14.19%,
respectively.

The leverage ratio is determined by dividing Tier 1 capital by adjusted total
assets. Although the stated minimum ratio is 3%, most banking organizations
are required to maintain ratios of at least 4% to 5%. BANC ONE's estimated
leverage ratio at December 31, 1993 was 8.67%. Although BANC ONE has not been
informed of any specific leverage ratio requirement applicable to it,
management believes that BANC ONE meets its leverage ratio requirement.

Dividend Restrictions

Various Federal and state statutory provisions limit the amount of dividends
BANC ONE's affiliate banks can pay to BANC ONE without regulatory approval.
The approval of the appropriate bank regulator is required for any dividend by
a national bank or state member bank if the total of all dividends declared by
the bank in any calendar year would exceed the total of its net profits, as
defined by regulatory agencies, for such year combined with its retained net
profits for the preceding two years. In addition, a national bank or a state
member bank may not pay a dividend in an amount greater than its net profits
then on hand. Under these provisions and various state law restrictions, BANC
ONE's affiliate banks could have declared, as of December 31, 1993, without
obtaining prior regulatory approval, aggregate dividends of approximately $1.25
billion. In addition, federal bank regulatory authorities have authority to
prohibit the affiliate banks from engaging in an unsafe or unsound practice in
conducting their business. The payment of dividends, depending upon the
financial condition of the bank in question, could be deemed to constitute such
an unsafe or unsound practice. The ability of BANC ONE's affiliate banks to
pay dividends in the future is presently, and could be further, influenced by
bank regulatory policies and capital guidelines.

FDICIA

The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"FDICIA"), which became law on December 19, 1991, revises several banking
statutes, including the Federal Deposit Insurance Act, affecting bank
regulation, deposit insurance and provisions for funding of the Bank Insurance
Fund (the "BIF") administered by the FDIC. Under FDICIA the bank regulators'
authority to intervene is linked to the deterioration of a bank's capital
level. In addition, FDICIA places limits on real estate lending and brokered
deposit activities, expands audit and reporting requirements, and imposes
limitations and requirements on various banking functions. BANC ONE believes
that the deposit insurance and brokered deposit limitations under FDICIA will
not have any material impact on the liquidity or funding of BANC ONE or its
affiliate banks.

Deposit Insurance Assessments

The deposits of each of BANC ONE's banks are insured up to regulatory limits by
the FDIC. Accordingly, BANC ONE's banks are subject to deposit insurance
assessments to maintain the Bank Insurance Fund (the "BIF") of the FDIC.
Pursuant to FDICIA, the FDIC must establish a risk-based insurance assessment
system by January 1, 1994.

On September 14, 1992, the FDIC adopted regulations to implement a transitional
risk-related insurance assessment system, starting January 1, 1993. Under this
system, the FDIC will place each insured bank in one of nine risk categories
based on its level of capital and other relevant information (such as
supervisory evaluations). Each insured bank's insurance assessment rate will
then be determined by the risk category in which it has been classified by the
FDIC. Under this transitional system, the average insurance assessment rate
will be .254% per $100 of deposits. However, there will be an eight basis
point spread between the highest and lowest assessment rates, so that banks
classified as strongest by the FDIC will be subject to a rate of $0.23 per $100
of deposits and banks classified as weakest by the FDIC will be subject to a
rate of $0.31 per $100 of deposits. The FDIC has indicated that it expects
that the majority of banks will be subject to an assessment rate of $0.23 per
$100 of deposits (the same rate as under the current flat-rate assessment
system). However, the FDIC has also indicated that it expects to recommend
that the permanent risk-related premium system, to be implemented in 1994,
incorporate a wider differential between the highest and lowest assessment
rates.

Market Prices of and Dividends Paid on BANC ONE Common Stock

BANC ONE Common Stock is, and the shares offered hereby will be, listed on the
New York Stock Exchange. The following table sets forth, for the periods
indicated, the high and low reported closing sale prices per share of BANC ONE
Common Stock on the New York Stock Exchange Composite Tape and cash dividends
per share of BANC ONE Common Stock.

Price Range of Common Stock

High Low Dividends
1992

First Quarter . . . . . $36.36 $30.75 $.21
Second Quarter . . . . 34.55 30.73 .21
Third Quarter . . . . . 34.27 30.64 .24
Fourth Quarter . . . . 38.91 31.82 .24

1993

First Quarter . . . . . $42.27 $36.36 $.25
Second Quarter. . . . . 44.73 36.73 .26
Third Quarter . . . . . 42.19 34.55 .28
Fourth Quarter 39.77 32.27 .28

1994

First Quarter . . . .
(through , 1994)

BANC ONE intends to continue its present policy of paying quarterly cash
dividends to its shareholders so that dividends as a percentage of income will
average between 35 and 40 percent of net income. The timing and amount of
future dividends will depend upon earnings, cash requirements, the financial
condition of BANC ONE and its subsidiaries, applicable government regulations
and other factors deemed relevant by the Board of Directors. Certain debt
instruments to which BANC ONE is a party limit its ability to pay dividends on
BANC ONE Common Stock. Under the most restrictive of these limitations, BANC
ONE would have been permitted to pay cash dividends on BANC ONE Common Stock in
excess of its $1.25 billion of retained earnings as of December 31, 1993. As
described under "Certain Regulatory Matters," various state and federal laws
limit the ability of affiliate banks to pay dividends to BANC ONE.

Incorporation of Certain Information
About BANC ONE By Reference

BANC ONE's Annual Report on Form 10-K for the fiscal year ended December 31,
1992, BANC ONE's Quarterly Reports on Form 10-Q for the quarter ended March 31,
1993, June 30, 1993 and September 30, 1993 and BANC ONE's Current Reports on
Form 8-K, including both forms filed February 4, 1993, the Form 8-K filed
February 16, 1993, the Form 8-K filed August 20, 1993, the Form 8-K filed
November 9, 1993, the Form 8-K filed November 16, 1993, the Form 8-K filed
November 24, 1993, the Form 8-K filed January 28, 1994, and the Form 8-K filed
February 17, 1994, in each case filed with the Commission pursuant to Section
13 of the Exchange Act and the description of BANC ONE Common Stock which is
contained in its registration statement filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description, are incorporated into this Prospectus and Proxy Statement by
reference.

C. INFORMATION ABOUT CAPITAL BANCORP AND CAPITAL CITY BANK

General

Capital Bancorp ("CAPITAL") is a bank holding company organized under the laws
of the State of Utah with its principal office in Salt Lake City, Utah.
CAPITAL owns 86.39% (81.53% after the exercise of all outstanding options) of
the outstanding common stock of Capital City Bank. Capital City Bank is an
FDIC insured state-chartered banking institutions with its main offices in Salt
Lake City, Utah. Capital City Bank ("Bank") operates seven branch offices in
the Salt Lake City metropolitan area and one loan origination office in St.
George, Utah. As of September 30, 1993 CAPITAL had total assets of
$122,040,691 and deposits of $107,407,194.

Dividends Paid on CAPITAL and Bank Common Stock

As of September 30, 1993 there were approximately 50 holders of record of
CAPITAL Common Stock and 60 holders of record of Bank Common Stock. In
addition, there was one holder of record of Bank's noncumulative perpetual
preferred stock. The shares of CAPITAL and Bank are not listed on any stock
exchange nor is there an active market for the securities.

In July 1992, 5,729 shares of CAPITAL Common Stock were sold by a single
shareholder to another individual. The price paid for the stock was reported
to be $49.00 per share. Neither the buyer nor the seller were insiders or
principals of CAPITAL or Bank. Management is unaware of any other significant
private transactions involving securities of CAPITAL or Bank during the last
three years.

Certain employee benefit plans require that an estimate of the fair market
value of the common stock of CAPITAL and Bank be obtained annually. These
valuation opinions are rendered by an independent third party solely for the
purpose of valuing shares held by the plans. Based on the valuations performed
the estimated fair market value per share of stock held by the employee benefit
plans was as follows:

Capital Common Bank Common

As of December 31, 1992 $46.00 $61.00
As of December 31, 1991 $30.00 $46.00

In March 1992, Bank sold 6,114 shares on a pro rata basis to existing
shareholders at an offering price of $46.00 per share. The total offering
represented less than five percent of total shares outstanding. The offering
was made in conjunction with the acquisition of United Bank of Murray.

The following table sets forth the cash dividends paid per share for CAPITAL
Common Stock and Bank Common Stock for the periods indicated:

Capital Bancorp Capital City Bank

1991
First Quarter . . . . . . . . . . . . $.-- $1.25
Second Quarter . . . . . . . . . . . .-- .55
Third Quarter . . . . . . . . . . . . .-- .55
Fourth Quarter . . . . . . . . . . . .-- .80

1992
First Quarter . . . . . . . . . . . . . .80
Second Quarter . . . . . . . . . . . .-- .80
Third Quarter . . . . . . . . . . . . .-- .80
Fourth Quarter . . . . . . . . . . . .-- .80

1993
First Quarter . . . . . . . . . . . . .25 1.00
Second Quarter . . . . . . . . . . . .25 1.00
Third Quarter . . . . . . . . . . . . .25 1.00
Fourth Quarter . . . . . . . . . . . .25 1.00

1994
First Quarter . . . . . . . . . . . .
(through ,1994)

Beginning with the third calendar quarter of 1993, pursuant to the Merger
Agreement, management has agreed not to pay quarterly cash dividends in excess
of $1.00 on Bank common shares and $.25 on CAPITAL common shares through and
until the effective date of the merger. CAPITAL and Bank will pay no dividends
and will make no distributions during the quarter in which the Effective Date
occurs, and in which the shareholders of CAPITAL and Bank Common Stock are
entitled to receive the regular quarterly dividends on the shares of BANC ONE
Common into which the common shares of CAPITAL and Bank are to be converted.

CAPITAL BANCORP AND SUBSIDIARY

Index to Consolidated Financial Statements

Page

Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . . . 46

Nine Months ended September 30, 1993 and 1992 . . . . . . . . . 46

Three Year Period ended December 31, 1992 . . . . . . . . . . . 47

Interim Consolidated Financial Statements (Unaudited) . . . . . . . . 61

Capital Bancorp and Subsidiary

Consolidated Statements of Condition as of
September 30, 1993 and 1992 (Unaudited) . . . . . . . . . . . 61

Consolidated Statements of Income for the nine months
ended September 30, 1993 and 1992 (Unaudited) . . . . . . . . . 63

Consolidated Statements of Shareholders' Equity for the nine
months ended September 30, 1993 and 1992 (Unaudited) . . . . . 65

Consolidated Statements of Cash Flows for the nine months
ended September 30, 1993 and 1992 (Unaudited) . . . . . . . . . 66

Capital City Bank (A Subsidiary of Capital Bancorp)

Consolidated Statements of Condition as of
September 30, 1993 and 1992 (Unaudited) . . . . . . . . . . . 67

Consolidated Statements of Income for the nine months
ended September 30, 1993 and 1992 (Unaudited) . . . . . . . . . 69

Consolidated Statements of Shareholders' Equity for the nine
months ended September 30, 1993 and 1992 (Unaudited) . . . . . 70

Consolidated Statements of Cash Flows for the nine months
ended September 30, 1993 and 1992 (Unaudited) . . . . . . . . . 71

Audited Annual Financial Statements:

Capital Bancorp and Subsidiary

Independent Auditors' Report . . . . . . . . . . . . . . . . . 73

Consolidated Statements of Condition as of
December 31, 1992 and 1991 . . . . . . . . . . . . . . . . . . 74

Consolidated Statements of Income for the years
ended December 31, 1992, 1991 and 1990 . . . . . . . . . . . . 76

Consolidated Statements of Shareholders' Equity for
the years ended December 31, 1992, 1991 and 1990 . . . . . . . 78

Consolidated Statements of Cash Flows for the years
ended December 31, 1992, 1991 and 1990 . . . . . . . . . . . . 79

Notes to Consolidated Financial Statements . . . . . . . . . . 81

Capital city Bank Bank (A Subsidiary of Capital Bancorp)

Independent Auditors' Report . . . . . . . . . . . . . . . . . 92

Consolidated Statements of Condition as of
December 31, 1992 and 1991 . . . . . . . . . . . . . . . . . . 93

Consolidated Statements of Income for the years
ended December 31, 1992, 1991 and 1990 . . . . . . . . . . . . 95

Consolidated Statements of Shareholders' Equity for
the years ended December 31, 1992, 1991 and 1990 . . . . . . . 97

Consolidated Statements of Cash Flows for the years
ended December 31, 1992, 1991 and 1990 . . . . . . . . . . . . 98

Notes to Consolidated Financial Statements . . . . . . . . . . 100

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis provides information about Capital
Bancorp and subsidiary ("Capital"). Capital is a single bank holding company
which owns 86.39 percent (81.53 percent after the exercise of all outstanding
options) of the outstanding common stock of Capial city Bank (the "Bank").
Unless otherwise indicated the discussion and analysis refers to Capital as a
consolidated entity. All material intercompany balances and transactions have
been eliminated in consolidation.

Comparisons and changes in financial condition and results of operations for
the nine months ended September 30, 1993 and 1992 and the years ended December
31, 1992, 1991 and 1990 are included. The discussion and analysis should be
reviewed in conjunction wiht the consolidated Financial Statements and
statistical data presented elsewhere herein.

Nine Months Ended September 30, 1993 and 1992

Capital's net income for the nine months ended September 30, 1993 was
$1,162,230. This represented an increase of 34.2% or $296,375 over the
comparable nine month period in 1992. The increase was due to continued strong
loan origination and refinancing volume in the mortgage loan department, an
increase in related loan servicing income as well as higher fee income in other
areas. The results for 1993 include nine months of operations related to the
former United Bank of Murray ("United") which was acquired in late March 1992.

At September 30, 1993 Capital's total assets were $122,040,691 compared to
$113,456,959 at September 30, 1992. Investment securities and federal funds
sold accounted for $7,313,495 of the increase.

Loans and other receivables increased by $2,989,401 or 5.3% from September 30,
1992 to September 30, 1993. Growth in commercial loans and mortgage
construction loans was due to a combination of lower interest rates and
stronger customer demand. Meanwhile consumers have been paying off higher rate
installment loans contributing to a decrease of $818,586 in the installment
loan category.

Nonaccrual loans decreased by $185,000 or approximately 15% from September 30,
1992 to September 30, 1993. Capital had no other real estate owned as of
September 30, 1993 as compared to $126,483 at September 30, 1992. The ratio of
the allowance for loan losses to nonaccrual loans and other real estate owned
was 86.3% and 64.3% at September 30, 1993 and 1992 respectively.

Total deposits increased by $12,431,227 from September 30, 1992 to September
30, 1993. The growth occurred primarily in the noninterest-bearing demand
category where customers involved in the mortgage refinance and housing markets
have seen burgeoning growth.

Total interest income increased from $6,109,932 to $6,846,063 for the nine
months ended September 30, 1992 and 1993 respectively. The single reduction in
the prime rate from 6.5% to 6.0% in July of 1992 had little impact on interest
income. The increase is attributable to higher average loan balances and a
shift out of fed funds into higher yielding investment securities.

Other operating income increased from $1,126,237 for the nine months ended
September 30, 1992 to $1,420,102 for the nine months ended September 30, 1993.
The increase is due to an increase in fees from servicing mortgage loans
originated and sold by Capital, higher bankcard volume, increases in service
charge fees and sales of annuity products. Other expenses increased from
$3,806,308 to $4,212,905 for the nine months ended September 30, 1992 and 1993,
respectively. The increases are in part due to the operations of United being
included for the full nine month period of 1993 versus approximately six months
of the comparable period in 1992.

Income tax expense for the first nine months of 1993 was $891,000 reflecting an
effective tax rate of approximately 37%. During the same period in 1992 income
tax expense totaled $492,500 or an effective tax rate of approximately 33%.
The lower effective tax rate in 1992 was due to general business credits which
were fully exhausted.

On January 1, 1993, Capital adopted Statement of Financial Accounting Standards
No. 109 "Accounting for Income Taxes." The cumulative effect of the change in
method of accounting for income taxes was $60,000 and is reflected in the 1993
statement of income.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THREE YEAR PERIOD ENDED DECEMBER 31, 1992

The following analysis of Capital Bancorp and subsidiary's (Capital) financial
condition and results of operations as of and for the years ended December 31,
1990 through 1992, should be read in conjunction with the Consolidated
Financial Statements of Capital and the statistical data presented elsewhere
herein.

Overview

Capital does not engage in any substantial business activity other than as a
single bank holding company that holds 86.39 percent (81.53% after the exercise
of all outstanding options) of the outstanding common stock of Capital City
Bank (Bank). Unless otherwise noted, the following discussion relates to
Capital and its subsidiary on a consolidated basis.

Results of Operations

Net Income. Capital reported net income of $1,336,317 for the year ended
December 31, 1992, this represented an increase of $222,049 or 19.9% over net
income for 1991 of $1,114,268. Net income for 1991 as compared to 1990 rose
$494,606 or approximately 80%. Strong earnings during the past two years has
been due to the declining interest rate environment which has increased net
interest margins and has resulted in increased mortgage loan origination and
refinancing volume.

Net Interest Income. Net interest income is interest earned on loans and
investments, less interest paid on deposits and debt. Net interest income
increased during 1992 by $1,657,591 or 36.9% to $6,155,629. The change was due
to an increase in average investments of $13,786,169 which more than offset the
effect of lower yields, an increase in average loans of nearly $5 million, and
a shift from higher paying certificates of deposit to lower interest bearing
savings and demand accounts.

Net interest income for 1991 and 1990 was $4,258,038 and $3,412,725
respectively, representing an increase of $845,313 or 24.8%. The effect of
lower interest rates exceeded the impact of higher deposit volume resulting in
a decrease in interest expense of $225,621. Higher volume of interest earning
assets combined with lower rates resulted in an increase in interest income of
$586,192.

Other Operating Income. Other operating income increased by $311,119 or 25.6%
during 1992 as compared to the same period in 1991. The increase was due to
general growth in existing operations, the acquisition of United which was
completed in March 1992 and an increase in gains on the sale of investment
securities which totaled $114,543 in 1992 as compared to $44,159 in 1991.
Other operating income increased 16.7% or $174,130 from 1990 to 1991. Included
in the increase is a net change from sales of securities of $63,631.

Other Expenses. Other expenses increased by $1,062,068 or 26% during 1992 as
compared to 1991. Higher salaries, building and furniture and fixture costs
were related to the acquisition of United. Additionally, approximately
$125,000 of direct costs related to the acquisition were expensed during the
year. From 1990 to 1991 other expenses increased by $366,958 or approximately
10%. The increases were primarily attributable to general growth in operations
but also included an increase of $63,346 or 93% in the cost of FDIC insurance
premiums.

Income Taxes. The provision for income taxes totaled $799,240 for 1992
reflecting an effective income tax rate of 34%. The rate was lower than
expected due to utilization of general business credits. Income tax expense in
1991 and 1990 included the tax benefit of net operating losses which were
acquired through a merger with another financial institution in 1987. The
extraordinary tax benefit from the tax loss carryforwards was $280,250 in 1991
and $210,800 in 1990.

Financial Condition

Investments. Investment securities held by Capital more than trebled during
1992 increasing by $28,979,602 to $43,026,430. Approximately $10 million of
the increase was related to the acquisition of United which had a very low loan
to deposit ratio. Weak loan demand and strong growth in deposits resulted in
the additional increase in the investment portfolio. The majority of the funds
were invested in U.S. treasury and government agency securities.

During the year ended December 31, 1991 the investment portfolio increased by
$1,557,659 or 12.5% to total $14,046,828. Corporate securities decreased by
$3,630,904 during the period with increased holdings of U.S. treasury and
government agency securities accounting for the difference.

Loans. For the year ended December 31, 1992 loans and other receivables
increased by nearly $9 million or 19%. During 1991 loans and other receivables
experienced a small decrease of $268,521 or less than 1%. The increase during
1992 was primarily a result of the acquisition of United and an increase in
mortgage loan and construction activity. Capital emphasizes lending to small
businesses engaged in a variety of wholesale, manufacturing and retail
industries. No single industry accounts for more than 10% of the commercial
loan portfolio and Capital has no foreign or energy loan exposure. Commercial
loans account for approximately 70-75% of the loan portfolio with real estate
loans making up 15% and the remaining 10% of the portfolio being comprised of
consumer; auto, home equity and personal loans. As of December 31, 1992, loans
which were 90 days or more past due and accruing interest plus loans on
nonaccrual status constituted 3.8% of the loan portfolio as compared to 2.2% as
of December 31, 1991 and 2.4% as of December 31, 1990.

The allowance for loan losses totaled $1,001,270 or 1.8% of total loans
outstanding as of December 31, 1992. The loan loss allowance as a percentage
of total loans was 1.6% and 1.4% for the years ended December 31, 1991 and
1990, respectively. The allowance for loan losses is an amount that management
believes will be adequate to absorb losses in the existing portfolio. The
allowance is based upon a combination of specific reserves for adversely graded
loans and general reserves based on historical net charge off percentages for
different categories of credits. The loan loss methodology also considers
other factors such as changes in the mix of the loan portfolio, changes in
underwriting conditions and current and forecasted changes in the general
economy.

Management considers the reserve to be adequate given its method of evaluating
risk in the loan portfolio, economic conditions and prior loan loss experience.

Deposits. Total deposits increased by $17.5 million or 24% for the year ended
December 31, 1992. The increase in deposits for 1991 as compared to 1990 was
$9.1 million or 14.7%. Most of the increase in 1992 was the result of the
acquisition of United. The increase in 1991 was attributable to general growth
of the Bank. During the past two years Capital as well as the overall banking
industry has seen a dramatic change in the deposit mix. Certificates of
deposit which comprised 25% of total deposits at December 31, 1990 had
decreased to 12.3% of deposits at December 31, 1992. Savings accounts during
the same period increased from 4.4% of total deposits at December 31, 1990 to
22.2% of deposits at December 31, 1992. Rates being lowered on certificates of
deposit at a faster rate than on savings deposits accounts for the difference
in deposit mix. Capital continues to maintain a high level of noninterest
bearing deposits in its funding sources. Noninterest bearing demand deposits
accounted for 35.7%, 41% and 28.1% of total deposits as of December 31, 1992,
1991 and 1990, respectively. Capital had no brokered deposits during the three
years ended December 31, 1992.

Capital. In order to facilitate the acquisition of United in 1992, Bank issued
$1,200,000 of noncumulative perpetual preferred stock. Additionally, 6,114
shares of Bank common stock was issued in order to strengthen capital ratios.
Effective December 31, 1992, banks are required to maintain minimum levels of
capital to risk weighted assets. The Tier 1 minimum capital guideline is four
percent and the Tier 2 minimum capital guideline is 8%. As of December 31,
1992 the Bank's Tier 1 risk weighted capital ratio was 12.93% and its Tier 2
ratio was 14.18%. The Bank's average equity to average quarterly assets was
7.01% at December 31, 1992 and 6.92% at December 31, 1991.

Liquidity. Liquidity is the ability to meet cash flow requirements which may
arise from existing or new commitments to lend money and meet fluctuating
withdrawals from depository accounts. Capital's core deposit base spread over
its seven branches has historically provided a stable, low cost source of
funds. A portion of these funds have been invested in high credit quality
securities of mixed maturities, providing a steady stream of maturing and
reinvestable assets, which can be converted to cash without loss of value
should the need arise. At December 31, 1992 approximately one half of the loan
portfolio was due to mature within one year providing additional flexibility in
managing cash flows. As a final measure Capital has available wholesale
funding sources including the Federal Home Loan Bank where funding can be
obtained on short notice for periods of overnight or up to twenty years.

Inflation. Assets and liabilities of a financial institution are principally
monetary in nature. Accordingly, interest rates, which generally correspond
with changes in expected inflation, have potentially the most significant
effect on Capital's net interest income. Capital attempts to mitigate the
effects of inflation (changing interest rates) by matching maturities of
interest bearing assets and liabilities as closely as possible.

Income Taxes. For 1992 and prior Capital has computed its income tax liability
using the deferred method wherein annual income tax expense is matched with
pretax accounting income by providing deferred taxes at current tax rates on
timing differences between the determination of net income for financial
reporting and tax reporting purposes. Beginning in 1993 Capital was required
to adopt Financial Accounting Standard No. 109. Standard No. 109 requires an
asset and liability method to establish deferred tax assets and liabilities for
the temporary differences between the financial reporting basis and the tax
basis of Capital's assets and liabilities at enacted tax rates expected to be
in effect when such amounts are realized or settled.

CAPITAL BANCORP AND SUBSIDIARY
Statements of Condition
Based on Average Balances

Assets Years Ended December 31,
1992 1991
Cash and cash equivalents: -------------- --------------
Cash and due from banks,
noninterest-bearing $7,003,449 5,902,063
Due from banks, interest-bearing 472,234 8,562
Federal funds sold 8,536,081 3,492,740
-------------- --------------
16,011,764 9,403,365

Investment securities 27,680,368 13,894,199

Loans and other receivables:
Commercial loans 38,135,386 36,329,226
Installment loans 6,626,904 5,539,727
Real estate loans and contracts 8,641,775 6,365,253
Accrued interest and other 1,054,035 976,116
Allowance for loan losses (894,807) (777,358)
-------------- --------------
Total loans 53,563,293 48,432,964

Premises and equipment 1,881,419 1,820,610
Other real estate owned 154,143 187,177
Cash surrender value of life insurance 597,291 571,494
Other assets 519,397 319,154
-------------- --------------
$100,407,675 74,628,963
============== ==============
Liabilities and Shareholders' Equity

Deposits:
Demand deposits $29,329,738 18,736,889
Demand deposits, interest-bearing 12,387,436 7,941,128
Savings deposits 14,407,966 4,709,357
Money market investment accounts 12,866,027 18,903,738
Time deposits 12,578,995 15,459,972
-------------- --------------

81,570,162 65,751,084

Securities sold under agreements to repurchase 10,237,640 3,081,762
Other borrowings 235,867 -
Accrued liabilities 818,331 581,203
Income taxes payable 131,959 51,799
Notes payable 900,683 1,497,500
-------------- --------------
93,894,642 70,963,348
Minority interest 1,698,195 686,905
Shareholders' equity:
Common stock 1,437,067 1,100,000
Paid-in capital 312,183 -
Undivided profits 3,128,028 1,941,038
Treasury stock (62,440) (62,328)
-------------- --------------
Net shareholders' equity 4,814,838 2,978,710
-------------- --------------
$100,407,675 74,628,963
============== ==============

<TABLE>

CAPITAL BANCORP AND SUBSIDIARY
SELECTED CONSOLIDATED FINANCIAL DATA

As of, and for the
Nine Months Ended As of, and for the
September 30, Year Ended December 31,
1993 1992 1992 1991
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>

EARNINGS SUMMARY
Net interest income $5,329,029 4,323,541 6,155,629 4,498,038
Provision for loan losses 101,000 147,500 200,000 240,000
Other operating income 1,420,102 1,126,237 1,525,964 1,214,845
Other operating expense 4,212,905 3,806,308 5,140,776 4,078,708
Net income 1,162,230 865,855 1,336,317 1,114,268

COMMON STOCK DATA
Earnings per common share 7.73 5.76 8.89 8.22
Book value per share at end
of period (fully diluted) 45.49 35.64 38.76 28.52
Weighted average common
shares outstanding (fully diluted) 150,350 150,361 150,361 135,494
Common shares outstanding at
end of period 150,345 150,361 150,361 107,211

AVERAGE BALANCE SHEET DATA
Investment securities 38,992,317 23,976,668 27,680,368 13,894,199
Loans (net) 56,571,459 52,822,255 53,563,293 48,432,964
Total interest earning assets 100,444,359 85,378,037 90,092,748 65,629,707
Total assets 111,231,679 95,491,280 100,407,675 74,628,963
Interest-bearing deposits 55,708,163 50,733,616 52,240,424 47,014,195
Total deposits 90,752,894 78,470,120 81,570,162 65,751,084
Repurchase agreements 9,256,151 8,806,299 10,237,640 3,081,762
Long-term debt 1,076,933 1,163,767 1,136,550 1,497,500
Shareholders' equity 6,367,070 4,524,343 4,814,838 2,978,710

END OF PERIOD BALANCE SHEET DATA
Investment securities 36,207,470 33,843,975 43,026,430 14,046,828
Loans (net) 58,904,429 55,947,229 56,343,178 47,347,917
Allowance for loan losses 912,191 879,990 1,001,270 738,021
Total assets 122,040,691 113,456,959 118,519,271 90,658,215
Total deposits 107,407,194 94,975,967 90,359,487 72,888,135
Repurchase agreements 3,667,308 9,331,201 18,365,294 11,545,385
Long-term debt 1,056,083 1,064,249 1,209,770 1,385,000
Shareholders' equity 6,839,763 5,358,160 5,828,622 3,538,305

Nonperforming assets:
Nonaccrual loans 1,057,000 1,242,000 1,495,000 277,000
Other real estate owned 126,483 175,414 23,041
Total nonperforming assets 1,057,000 1,368,483 1,670,414 300,041

SELECTED RATIOS
Net interest margin 7.07% 6.75% 6.83% 6.85%
Return on average assets 1.39% 1.21% 1.33% 1.49%
Return on average common equity 24.34% 25.52% 27.90% 37.41%
Ratio of average common equity to
average total assets 5.72% 4.74% 4.77% 3.99%
Ratio of allowance for loan losses to
net loans outstanding at period end 1.55% 1.57% 1.78% 1.56%
Ratio of allowance for loan losses to
nonperforming assets 86.30% 64.30% 59.94% 245.97%
</TABLE>

<TABLE>

CAPITAL BANCORP & SUBSIDIARY
Analysis of Net Interest Earnings
Years Ended December 31, 1992 and 1991
Interest
1992 Avg Amt & Fees Average Average
Outstanding Earned Yield Rate Paid
-------------- -------------- -------------- --------------
<S> <C> <C> <C>

Assets:

Due from banks, interest-bearing $472,234 15,853 3.36%
Federal funds sold 8,536,081 290,965 3.41%
U.S. Treasury obligations 13,673,090 863,521 6.32%
U.S. Government agency obligations 10,788,592 645,065 5.98%
Mortgage backed securities 1,172,968 64,866 5.53%
Corporate securities 1,109,139 49,605 4.47%
Municipal obligations 653,601 48,886 7.48%
Federal Home Loan Bank stock 281,970 41,417 14.69%
Loans 53,404,065 6,497,414 12.17%
-------------- -------------- --------------
Total $90,091,740 8,517,592 9.45%
==============
Liabilities:
Interest bearing demand $12,387,436 432,869 3.49%
Money market accounts 12,866,027 368,536 2.86%
Savings accounts 14,407,966 549,367 3.81%
Certificates of deposit 12,578,995 587,042 4.67%
Repurchase agreements 10,237,640 330,336 3.23%
Other borrowed money 235,867 17,344 7.35%
Notes payable 900,683 76,469 8.49%
-------------- -------------- --------------
Total $63,614,614 2,361,963 3.71%
============== -------------- --------------
Net interest income/net yield on average assets $6,155,629 6.83%
============== ==============

1991

Assets:
Due from banks, interest-bearing $8,562 410 4.79%
Federal funds sold 3,492,740 178,205 5.10%
U.S. Treasury obligations 7,540,823 584,653 7.75%
U.S. Government agency obligations 3,396,468 270,467 7.96%
Mortgage backed securities 212,402 19,647 9.25%
Corporate securities 2,077,114 188,411 9.07%
Municipal obligations 413,014 36,480 8.83%
Federal Home Loan Bank stock 254,378 16,854 6.63%
Loans 48,234,206 5,953,903 12.34%
-------------- -------------- --------------
Total $65,629,707 7,249,030 11.05%
==============
Liabilities:
Interest bearing demand $7,941,128 398,021 5.01%
Money market accounts 18,903,738 834,120 4.41%
Savings accounts 4,709,357 244,554 5.19%
Certificates of deposit 15,459,972 958,993 6.20%
Repurchase agreements 3,081,762 163,303 5.30%
Other borrowed money - - -
Notes payable 1,497,500 152,001 10.15%
-------------- -------------- --------------
Total $51,593,457 2,750,992 5.33%
============== -------------- --------------
Net interest income/net yield on average assets $4,498,038 6.85%
============== ==============

Non-accrual loans are included in
the loan balances above, the effect
on the analysis is not considered material.

Fees on loans included in "Interest & Fees Earned"
totaled $1,390,461 and $549,160 in 1992 and
1991, respectively.

</TABLE>

<TABLE>

CAPITAL BANCORP & SUBSIDIARY
Analysis of Change in Interest
Years Ended December 31, 1992 and 1991
Interest Change Change Change
1992 Change Due to Due to Due to
1992-1991 Volume Rates Rate/Volume
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>

Assets:

Due from banks, interest-bearing $15,443 22,204 (123) (6,638)
Federal funds sold 112,760 257,319 (59,150) (85,409)
U.S. Treasury obligations 278,868 475,445 (108,414) (88,163)
U.S. Government agency obligations 374,598 588,648 (67,387) (146,663)
Mortgage backed securities 45,219 88,852 (7,901) (35,732)
Corporate securities (138,806) (87,803) (95,514) 44,511
Municipal obligations 12,406 21,250 (5,589) (3,255)
Federal Home Loan Bank stock 24,563 1,828 20,510 2,225
Loans 543,511 638,154 (85,481) (9,162)
-------------- -------------- -------------- --------------
Total $1,268,562 2,005,897 (409,049) (328,286)
============== ============== ============== ==============
Liabilities:
Interest bearing demand $34,848 222,854 (120,525) (67,483)
Money market accounts (465,584) (266,412) (292,639) 93,467
Savings accounts 304,813 503,643 (64,989) (133,841)
Certificates of deposit (371,951) (178,709) (237,500) 44,258
Repurchase agreements 167,033 379,191 (63,864) (148,294)
Other borrowed money 17,344 - - 17,344
Notes payable (75,532) (60,579) (24,862) 9,909
-------------- -------------- -------------- --------------
Total ($389,029) 599,988 (804,379) (184,640)
============== ============== ============== ==============

Interest Change Change Change
1991 Change Due to Due to Due to
1991-1990 Volume Rates Rate/Volume
Assets: -------------- -------------- -------------- --------------
Due from banks, interest-bearing ($881) (849) (94) 62
Federal funds sold 21,767 120,113 (55,632) (42,714)
U.S. Treasury obligations 306,032 350,323 (19,621) (24,670)
U.S. Government agency obligations 81,736 83,929 (1,518) (675)
Mortgage backed securities 959 (1,133) 2,227 (135)
Corporate securities (89,522) (88,283) (1,816) 577
Municipal obligations 5,658 97 5,544 17
Federal Home Loan Bank stock 16,854 - 4,525 12,329
Loans 243,589 323,863 (75,965) (4,309)
-------------- -------------- -------------- --------------
Total $586,192 788,060 (142,350) (59,518)
============== ============== ============== ==============
Liabilities:
Interest bearing demand $69,166 87,430 (14,428) (3,836)
Money market accounts (211,445) (15,721) (198,712) 2,988
Savings accounts 100,141 106,116 (3,444) (2,531)
Certificates of deposit (247,653) (28,735) (224,258) 5,340
Repurchase agreements 115,154 165,548 (11,354) (39,040)
Other borrowed money - - - -
Notes payable (50,984) (30,601) (24,001) 3,618
-------------- -------------- -------------- --------------
Total ($225,621) 284,037 (476,197) (33,461)
============== ============== ============== ==============

</TABLE>

<TABLE>
CAPITAL BANCORP & SUBSIDIARY
Investment Portfolio
As of December 31, 1992 and 1991

1992 1991
Book Value Book Value
-------------- --------------
<S> <C> <C>

U.S. Treasury obligations $17,882,822 8,730,890
U.S. Government agency obligations 15,332,656 4,343,791
Mortgage backed securities 7,096,433 208,247
Corporate securities 981,009 -
Municipal obligations 1,440,310 500,000
Federal Home Loan Bank stock 293,200 263,900
-------------- --------------
$43,026,430 14,046,828
============== ==============
</TABLE>
<TABLE>

CAPITAL BANCORP & SUBSIDIARY
Investment Portfolio Maturity Schedule
As of December 31, 1992

Within 1-5 6-10 After
1 Year Years Years 10 Years Total
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
U.S. Treasury Obligations
Carrying amount $1,334,480 16,293,062 255,280 - 17,882,822
Weighted average yield 7.41% 5.84% 7.36% - 5.98%

U.S. Government agency obligations
Carrying amount 521,068 13,922,463 626,417 262,708 15,332,656
Weighted average yield 5.61% 5.37% 4.45% 4.07% 5.32%

Mortgage backed securities
Carrying amount - 5,469,412 508,649 1,118,372 7,096,433
Weighted average yield - 5.54% 6.02% 4.97% 5.48%

Corporate securities
Carrying amount - 981,009 - - 981,009
Weighted average yield - 4.49% - - 4.49%

Municipal obligations
Carrying amount - 995,310 445,000 - 1,440,310
Weighted average yield - 4.35% 8.82% - 5.75%

Federal Home Loan Bank stock
Carrying amount - - - 293,200 293,200
Weighted average yield - - - 14.69% 14.69%
-------------- -------------- -------------- -------------- --------------
Total carrying amount $1,855,548 37,661,256 1,835,346 1,674,280 43,026,430
============== ============== ============== ============== ==============

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

</TABLE>
<TABLE>

CAPITAL BANCORP & SUBSIDIARY
Loan Portfolio
As of December 31, 1992 and 1991

1992 1991
-------------- --------------

<S> <C> <C>
Commercial $39,162,467 35,174,638

Real estate - construction 2,422,927 934,808

Real estate - permanent 6,705,146 4,786,090

Consumer loans 6,834,267 5,465,016
-------------- --------------
Total $55,124,807 46,360,552
============== ==============

</TABLE>
<TABLE>

CAPITAL BANCORP & SUBSIDIARY
Loan Portfolio Maturity Schedule
As of December 31, 1992

Within 1-5 After
1 Year Years 5 Years Total
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>

Commercial
Fixed rate $3,321,249 7,505,641 2,716,956 13,543,846
Adjustable rate 14,745,483 7,660,480 3,212,658 25,618,621

Real estate - construction
Fixed rate 2,422,927 - - 2,422,927
Adjustable rate - - - -

Real estate - permanent
Fixed rate 1,974,750 1,418,879 2,139,843 5,533,472
Adjustable rate 339,842 706,612 125,220 1,171,674

Consumer
Fixed rate 1,009,278 3,332,860 38,000 4,380,138
Adjustable rate 2,228,101 226,028 - 2,454,129
-------------- -------------- -------------- --------------
$26,041,630 20,850,500 8,232,677 55,124,807
============== ============== ============== ==============
</TABLE>

CAPITAL BANCORP & SUBSIDIARY
Past Due and Nonaccrual Loans
As of December 31, 1992 and 1991

1992 1991
-------------- --------------
Past due 90 days or more
and still accruing $622,000 726,000

Nonaccrual loans 1,495,000 277,000
-------------- --------------
Total $2,117,000 1,003,000
============== ==============

Accrual of interest is discontinued on a
loan when management believes, after considering
economic and business conditions and collection
efforts, that the borrower's financial condition
is such that collection of interest is doubtful.

CAPITAL BANCORP & SUBSIDIARY
Potential Problem Loans
As of December 31, 1992

Loans classified as doubtful
---------------------------------------------------

Commercial $590,000
==============

Loans with inherent weaknesses where collection
or liquidation in full is highly questionable,
are classified as doubtful. Weaknesses include
cash flow deficiencies which would make payment
on the loan difficult or insufficient collateral
to cover the amount of the loan.

CAPITAL BANCORP & SUBSIDIARY
Nonaccrual Loan Detail
As of December 31, 1992

1992 Interest 1992 Interest
Income Earned Income
If Accruing Recorded
-------------- --------------

$90,817 43,602
============== ==============

CAPITAL BANCORP & SUBSIDIARY
Analysis of the Allowance for Loan Losses
Years Ended December 31, 1992 and 1991

1992 1991
-------------- --------------
Balance at beginning of period $738,021 637,107

Charge-offs:
Commercial 299,141 285,339
Real estate - construction - -
Real estate - permanent - -
Consumer 60,981 60,764
-------------- --------------
Total 360,122 346,103

Recoveries:
Commercial 305,197 194,002
Real estate - construction - -
Real estate - permanent - -
Consumer 13,650 13,015
-------------- --------------
Total 318,847 207,017

Net charge-offs 41,275 139,086
Additions charged to operations 200,000 240,000
Addition from acquisition 104,524 -
-------------- --------------
Balance at end of period $1,001,270 738,021
============== ==============

Ratio of net charge-offs during
the period to average loans
outstanding during the period 0.08% 0.29%

<TABLE>

CAPITAL BANCORP & SUBSIDIARY
Allocation of the Allowance for Loan Losses
Years Ended December 31, 1992 and 1991

1992 1991
% of Loans % of Loans
Per Category Per Category
Amount To Total Loans Amount To Total Loans
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>

Commercial $812,227 71.04% 589,633 75.87%

Real estate - construction 28,693 4.40% 12,894 2.02%

Real estate - permanent 79,406 12.16% 66,018 10.32%

Consumer 80,944 12.40% 69,476 11.79%
______________ ______________ ______________ ______________
$1,001,270 100.00% 738,021 100.00%
============== ============== ============== ==============

</TABLE>
<TABLE>

CAPITAL BANCORP & SUBSIDIARY
Deposit Analysis
Based on averages
Years Ended December 31, 1992 and 1991

1992 1991

Average Average Average Average
Amount Rate Paid Amount Rate Paid
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>

Noninterest bearing demand deposits $29,329,738 0.00% 18,736,889 0.00%

Interest bearing demand deposits 12,387,436 3.49% 7,941,128 5.01%

Money market accounts 12,866,027 2.86% 18,903,738 4.41%

Savings accounts 14,407,966 3.81% 4,709,357 5.19%

Certificates of deposit 12,578,995 4.67% 15,459,972 6.20%
______________ ______________
$81,570,162 2.38% 65,751,084 3.70%
============== ==============

</TABLE>

<TABLE>

CAPITAL BANCORP & SUBSIDIARY
Time Deposit Maturity Schedule
As of December 31, 1992

3 Months Over
Or Less 3-6 Months 6-12 Months One Year Total
-------------- -------------- -------------- -------------- --------------

Certificates of deposit greater
than $100,000 $1,566,221 300,000 101,095 100,216 2,067,532
============== ============== ============== ============== ==============

</TABLE>

CAPITAL BANCORP & SUBSIDIARY
Return on Equity and Assets
Years Ended December 31, 1992 and 1991

1992 1991
-------------- --------------

Return on average assets 1.33% 1.49%

Return on average equity 27.75% 37.41%

Dividend payout ratio n/a n/a

Average equity to average assets 4.80% 3.99%

Capital did not instigate dividend
payments until 1993

CAPITAL CITY BANK (subsidiary only)
Return on Equity and Assets
Years Ended December 31, 1992 and 1991

1992 1991
-------------- --------------

Return on average assets 1.51% 1.61%

Return on average equity 21.35% 23.67%

Dividend payout ratio 31.01% 20.08%

Average equity to average assets 7.01% 6.92%

CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Condition
September 30, 1993 and 1992
(Unaudited)

Assets 1993 1992
------------- -------------

Cash and cash equivalents:
Cash and due from banks,
noninterest-bearing $10,722,600 11,107,590
Due from banks, interest-bearing 219,197 1,301,380
Federal funds sold 13,100,000 8,150,000
------------- -------------
24,041,797 20,558,970

Investment securities 36,207,470 33,843,975

Loans and other receivables:
Commercial loans 41,712,174 39,840,122
Installment loans 6,127,561 6,946,147
Real estate loans and contracts 8,130,236 6,498,922
Loans held for sale at cost,
which approximates market 2,894,155 2,496,275
Accrued interest and other 952,494 1,045,753
------------- -------------
59,816,620 56,827,219

Less allowance for loan losses 912,191 879,990
------------- -------------
58,904,429 55,947,229

Premises and equipment 1,653,678 1,937,501

Other real estate owned - 126,483

Cash surrender value of life insurance 626,832 603,191

Other assets 606,485 439,610
------------- -------------
$122,040,691 113,456,959
============= =============

CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Condition
September 30, 1993 and 1992
(Unaudited)

Liabilities and Shareholders' Equity 1993 1992
------------- -------------
Deposits:
Demand deposits $49,996,189 38,452,246
Demand deposits, interest-bearing 14,175,010 14,656,264
Savings deposits 21,910,271 17,350,290
Money market investment accounts 13,138,401 12,421,306
Time deposits 8,187,323 12,095,861
------------- -------------
107,407,194 94,975,967

Securities sold under agreements
to repurchase 3,667,308 9,331,201
Other borrowings 727,483 410,649
Accrued liabilities 729,155 774,930
Income taxes payable 87,119 23,512
Notes payable 328,600 653,600
------------- -------------
112,946,859 106,169,859

Minority interest 2,254,069 1,928,940

Shareholders' equity:
Common stock, par value, $10 per
share; authorized 200,000 shares;
issued and outstanding 153,150
shares in 1993 and 1992 1,531,500 1,531,500
Paid-in capital 522,500 522,500
Undivided profits 4,848,939 3,366,600
Treasury stock, at cost, 2,805 shares
in 1993 and 2,789 shares in 1992 (63,176) (62,440)
------------- -------------
Net shareholders' equity 6,839,763 5,358,160
------------- -------------
$122,040,691 113,456,959
============= =============

CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Income
Nine months ended September 30, 1993 and 1992
(Unaudited)

1993 1992
Interest income: ------------- -------------
Interest and fees on loans $5,044,258 4,732,013
Interest on federal funds sold 97,582 229,841
Interest and dividends on investment
securities 1,704,223 1,148,078
------------- -------------
Total interest income 6,846,063 6,109,932
------------- -------------
Interest expense:
Interest on demand deposits, 765,845 725,214
interest-bearing and savings deposits
Interest on money market investment 232,613 288,506
accounts
Interest on time accounts 269,667 464,196
Interest on securities sold under
agreements to repurchase 174,469 236,492
Interest on other borrowings 54,833 6,268
Interest on notes payable 19,607 65,715
------------- -------------
Total interest expense 1,517,034 1,786,391
------------- -------------
Net interest income 5,329,029 4,323,541
Provision for loan losses 101,000 147,500
------------- -------------
Net interest income after provision
for loan losses 5,228,029 4,176,041
------------- -------------
Other operating income:
Service charges on deposit accounts 760,683 655,163
Bankcard discounts and fees 211,863 169,587
Investment securities gains, net 49,824 104,478
Other 397,732 197,009
------------- -------------
1,420,102 1,126,237
Other expenses:
Salaries, wages, and benefits 2,156,841 1,822,303
Building 445,412 470,476
Furniture and equipment 324,187 281,100
Supplies and postage 208,670 197,341
Regulatory assessments 169,655 156,529
Advertising 144,637 96,640
Bankcard interchange discounts and fees 129,897 91,337
Professional and legal 126,597 187,181
Telephone 72,089 82,071
Other 434,920 421,330
------------- -------------
4,212,905 3,806,308
------------- -------------
Income before income tax expense, cumulative
effect of change in accounting principle and
minority interest 2,435,226 1,495,970
Income tax expense 891,000 492,500
------------- -------------

CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Income Continued
Nine months ended September 30, 1993 and 1992
(Unaudited)

Income before cumulative effect of change in
accounting principle and minority interest 1,544,226 1,003,470

Cumulative effect of change in accounting
principle 60,000 -
------------- -------------
Income before minority interest 1,484,226 1,003,470
Minority interest in net income
of subsidiary (321,996) (137,615)
------------- -------------
Net income $1,222,230 865,855
============= =============

Weighted average common and common equivalent
shares outstanding during the period 150,350 150,361
============= =============

Net Income per share applicable to
common stock $7.44 5.59
============= =============

<TABLE>
CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Shareholders' Equity
Nine months ended September 30, 1993 and 1992
(Unaudited)

Common stock Treasury stock
--------------------------- -------------------
Number Paid-in Undivided Number
of Shares Amount capital profits of Shares Amount Total
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

Balances at January 1, 1992 110,000 $1,100,000 - 2,500,745 2,789 ($62,440) 3,538,305

Exercise of stock options 43,150 431,500 318,500 - - - 750,000

Tax benefit from exercise of
stock options - - 204,000 - - - 204,000

Net income - - - 865,855 - - 865,855
------------------------------------------------------------------------------------
Balances at September 30, 1992 153,150 1,531,500 522,500 3,366,600 2,789 (62,440) 5,358,160
====================================================================================

Balances at January 1, 1993 153,150 1,531,500 522,500 3,837,062 2,789 (62,440) 5,828,622

Purchase of treasury stock - - - - 16 (736) (736)

Dividends declared - - - (150,353) - - (150,353)

Net income - - - 1,162,230 - - 1,162,230
------------------------------------------------------------------------------------
Balances at September 30, 1993 153,150 $1,531,500 522,500 4,848,939 2,805 ($63,176) 6,839,763
====================================================================================

</TABLE>

CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Cash Flows
Nine months ended September 30, 1993 and 1992
(Unaudited)

1993 1992
------------- -------------
Cash flows from operating activities:
Income before minority interest $1,484,226 1,003,470
Adjustments to reconcile income before
minority interest to net cash provided
by operating activities:
Provision for loan losses 101,000 147,500
Depreciation and amortization on
premises an equipment 307,203 237,281
Amortization of net premium on
investment securities 138,129 98,872
Amortization of intangible assets 5,895 5,895
Investment securities gains, net (49,824) (104,478)
(Gain) loss on disposal of premises
and equipment (7,800) 3,681
(Gain) loss on sale of other real
estate owned (6,884) 8,828
Minority interest in net income of
subsidiary (321,996) (137,615)
Change in:
Accrued interest and other receivables 265,877 95,436
Cash surrender value of life insurance (17,620) (19,626)
Other assets (366,261) (58,024)
Accrued liabilities 222,969 186,292
Income taxes payable (74,393) 116,978
Minority interest 165,669 (19,372)
------------- -------------
Net cash provided by operating activities 1,846,190 1,565,118

Cash flows from investing activities:
Proceeds from sales of investment
securities 7,591,268 4,639,445
Proceeds from maturities of investment
securities 5,069,526 9,140,275
Purchases of investment securities (5,930,139) (26,726,121)
Loans originated in excess of principle
collected (3,997,799) (2,530,251)
Proceeds from sales of premises and
equipment 169,781 17,909
Purchases of premises and equipment (278,207) (265,451)
Proceeds from sales of other real estate 285,411 180,713
Purchase of treasury stock (736) -
Cash from acquisition, net of cash paid - 4,162,585
------------- -------------
Net cash provided by (used in) investing
activities 2,909,105 (11,380,896)

Cash flows from financing activities:
Net increase in demand deposits, savings
deposits and money market investment
accounts 19,968,196 11,127,551
Net decrease in certificates of deposit (2,920,489) (6,360,988)
Increase in securities sold under
agreements to repurchase (14,697,986) (2,214,184)
Increase in other borrowings 3,000,000 415,000
Payments on other borrowings (3,028,687) (4,351)
Proceeds from issuance of notes payable - 11,000
Payments on notes payable (125,000) (742,400)
Payment of dividends (150,353) -
Exercise of stock options - 750,000
------------- -------------
Net cash provided by financing activities 2,045,681 2,981,628

Increase (decrease) in cash and
cash equivalents 6,800,976 (6,834,150)

Cash and cash equivalents at beginning of year 17,240,821 27,393,120
------------- -------------
Cash and cash equivalents at end
of nine month period $24,041,797 20,558,970
============= =============

Supplemental Disclosures of
Cash Flow Information:

Cash paid during the period for:
Interest $1,548,586 1,811,885
Income taxes 890,393 365,522

Supplemental Schedule of Noncash Investing
and Financing Activities

Acquisitions of real property through
foreclosure or in lieu of loan repayments $68,401 292,983

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Condition
September 30, 1993 and 1992
(Unaudited)

Assets 1993 1992
------------- -------------

Investment securities 36,207,470 33,843,975

Loans and other receivables:
Commercial loans 41,529,284 39,550,760
Installment loans 6,127,561 6,946,147
Real estate loans and contracts 8,130,236 6,498,922
Loans held for sale at cost,
which approximates market 2,894,155 2,496,275
Accrued interest and other 950,049 1,041,884
------------- -------------
59,631,285 56,533,988

Less allowance for loan losses 912,191 879,990
------------- -------------
58,719,094 55,653,998

Premises and equipment 1,653,678 1,937,501

Other real estate owned - 126,483

Cash surrender value of life insurance 626,832 603,191

Other assets 566,104 391,370
------------- -------------
$121,814,975 113,115,488
============= =============

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Condition
September 30, 1993 and 1992
(Unaudited)

Liabilities and Shareholders' Equity 1993 1992
------------- -------------
Deposits:
Demand deposits $49,996,189 38,452,246
Demand deposits, interest-bearing 14,394,431 14,708,435
Savings deposits 21,910,271 17,350,290
Money market investment accounts 13,138,401 12,421,306
Time deposits 8,187,323 12,095,861
------------- -------------
107,626,615 95,028,138

Securities sold under agreements
to repurchase 3,667,308 9,331,201
Other borrowings 727,483 410,649
Accrued liabilities 802,067 765,227
Income taxes payable 47,000 48,000
------------- -------------
112,870,473 105,583,215
------------- -------------
Shareholders' equity:
Capital Stock:
Noncumulative preferred stock,
$50 par value; authorized 50,000
shares; issued and outstanding,
24,000 shares in 1993 and 1992 1,200,000 1,200,000
Common stock, par value, $10 per
share; authorized 200,000 shares;
issued and outstanding 132,850
shares in 1993 and 1992 1,328,500 1,328,500
Paid-in capital 2,522,500 2,522,500
Undivided profits 3,893,502 2,481,273
------------- -------------
Total shareholders' equity 8,944,502 7,532,273
------------- -------------
$121,814,975 113,115,488
============= =============

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Consolidated Statements of Income
Nine months ended September 30, 1993 and 1992
(Unaudited)

1993 1992
Interest income: ------------- -------------
Interest and fees on loans $5,031,143 4,721,000
Interest on federal funds sold 97,582 229,841
Interest and dividends on investment
securities 1,704,223 1,148,078
------------- -------------
Total interest income 6,832,948 6,098,919
------------- -------------
Interest expense:
Interest on demand deposits,
interest-bearing and savings deposits 768,208 729,591
Interest on money market investment
accounts 232,613 288,506
Interest on time accounts 269,667 464,196
Interest on securities sold under
agreements to repurchase 174,469 236,492
Interest on other borrowings 54,833 6,268
------------- -------------
Total interest expense 1,499,790 1,725,053
------------- -------------
Net interest income 5,333,158 4,373,866
Provision for loan losses 101,000 147,500
------------- -------------
Net interest income after provision
for loan losses 5,232,158 4,226,366
------------- -------------
Other operating income:
Service charges on deposit accounts 760,683 655,163
Bankcard discounts and fees 211,863 169,587
Investment securities gains, net 49,824 104,478
Other 397,732 197,009
------------- -------------
1,420,102 1,126,237
Other expenses:
Salaries, wages, and benefits 2,156,841 1,822,303
Building 445,412 470,476
Furniture and equipment 324,187 281,100
Supplies and postage 208,670 197,341
Regulatory assessments 169,655 156,529
Advertising 144,637 96,640
Bankcard interchange discounts and fees 129,897 91,337
Professional and legal 126,597 187,181
Telephone 72,089 82,071
Other 392,890 408,755
------------- -------------
4,170,875 3,793,733
------------- -------------
Income before income tax expense and
cumulative effect of change in accounting
principle 2,481,385 1,558,870
Income tax expense 894,000 549,000
------------- -------------
Income before cumulative effect of change
in accounting principle 1,587,385 1,009,870
Cumualtive effect of change in accounting
principle 60,000 -
------------- -------------
Net income $1,527,385 1,009,870
============= =============

Weighted average common and common
equivalent shares outstanding during the
period 140,767 137,631
============= =============

Net income per share applicable to common
stock (fully diluted) $10.49 7.13
============= =============

<TABLE>
CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Shareholders' Equity
Nine months ended September 30, 1993 and 1992
(Unaudited)

Noncumulative
preferred stock Common stock
---------------------------- ---------------------
Number Number Paid-in Undivided
of Shares Amount of Shares Amount capital profits Total
---------------------------- --------------------------------------------------------

Balances at January 1, 1992 - $ - 126,736 $1,267,360 2,302,398 1,939,623 5,509,381

Preferred stock issued for
business acquisitions 24,000 1,200,000 - - - - 1,200,000

Common stock sold - - 6,114 61,140 220,102 - 281,242

Net income - - - - - 1,009,870 1,009,870

Dividends declared:
Common - - - - - (420,138) (420,138)
Preferred - - - - - (48,082) (48,082)
---------------------------- ---------------------------------------------------------
Balances at September 30, 1992 24,000 1,200,000 132,850 1,328,500 2,522,500 2,481,273 7,532,273
============================ =========================================================

Balances at January 1, 1993 24,000 1,200,000 132,850 1,328,500 2,522,500 2,981,517 8,032,517

Net income - - - - - 1,527,385 1,527,385

Dividends declared:
Common - - - - - (531,400) (531,400)
Preferred - - - - - (84,000) (84,000)
---------------------------- ---------------------------------------------------------
Balances at September 30, 1993 24,000 $1,200,000 132,850 $1,328,500 2,522,500 3,893,502 8,944,502
============================ =========================================================

</TABLE>

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Cash Flows
Nine months ended September 30, 1993 and 1992
(Unaudited)

1993 1992
------------- -------------
Cash flows from operating activities:
Net income $1,527,385 1,009,870
Adjustments to reconcile net income
to net cash provided by operating
activities:
Provision for loan losses 101,000 147,500
Depreciation and amortization on
premises an equipment 307,203 237,281
Amortization of net premium on
investment securities 138,129 98,872
Investment securities gains, net (49,824) (104,478)
(Gain) loss on disposal of premises
and equipment (7,800) 3,681
(Gain) loss on sale of other real
estate owned (6,884) 8,828
Change in:
Accrued interest and other receivables 265,517 99,305
Cash surrender value of life insurance (17,620) (19,626)
Other assets (366,261) (57,964)
Accrued liabilities 299,989 198,168
Income taxes payable (89,000) 44,250
------------- -------------
Net cash provided by operating activities 2,101,834 1,665,687

Cash flows from investing activities:
Proceeds from sales of investment
securities 7,591,268 4,639,445
Proceeds from maturities of investment
securities 5,069,526 9,140,275
Purchases of investment securities (5,930,139) (26,726,121)
Loans originated in excess of principle
collected (4,072,966) (2,240,889)
Proceeds from sales of premises and
equipment 169,781 17,909
Purchases of premises and equipment (278,207) (265,451)
Proceeds from sales of other real estate 285,411 180,713
Cash from acquisition, net of cash paid - 4,162,585
------------- -------------
Net cash provided by (used in) investing
activities 2,834,674 (11,091,534)

Cash flows from financing activities:
Net increase in demand deposits, savings
deposits and money market investment
accounts 20,127,030 10,943,198
Net decrease in time deposits (2,920,489) (6,360,988)
Decrease in securities sold under
agreements to repurchase (14,697,986) (2,214,184)
Increase in other borrowings 3,000,000 415,000
Payments on other borrowings (3,028,687) (4,351)
Proceeds from issuance of common stock - 281,242
Dividends declared (615,400) (468,220)
------------- -------------
Net cash provided by financing activities 1,864,468 2,591,697

Increase (decrease) in cash and
cash equivalents 6,800,976 (6,834,150)

Supplemental Disclosures of
Cash Flow Information:

Cash paid during the period for:
Interest $1,526,891 1,734,294
Income taxes 902,000 591,000

Supplemental Schedule of Noncash Investing
and Financing Activities

Acquisitions of real property through
foreclosure or in lieu of loan repayments $68,401 292,963

CAPITAL BANCORP AND SUBSIDIARY

Consolidated Financial Statements

December 31, 1992 and 1991

(With Independent Auditors' Report Thereon)

Independent Auditors' Report

The Board of Directors and Shareholders
Capital Bancorp:

We have audited the accompanying consolidated statements of condition of
Capital Bancorp and subsidiary as of December 31, 1992 and 1991, and the
related consolidated statements of income, shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1992.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Capital
Bancorp and subsidiary as of December 31, 1992 and 1991, and the results
of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1992 in conformity with generally
accepted accounting principles.

KPMG Peat Marwick

Salt Lake City, Utah
January 12, 1993

CAPITAL BANCORP AND SUBSIDIARY

Consolidated Statements of Condition
December 31, 1992 and 1991

Assets 1992 1991
----------- ----------

Cash and cash equivalents:
Cash and due from banks, noninterest-bearing $ 7,094,441 6,882,706
Due from banks, interest-bearing 1,646,380 10,414
Federal funds sold 8,500,000 20,500,000
----------- ----------
17,240,821 27,393,120

Investment securities (note 2) 43,026,430 14,046,828

Loans and other receivables:
Commercial loans 39,162,467 35,174,638
Installment loans 6,834,267 5,465,016
Real estate loans and contracts 7,198,402 5,720,898
Loans held for sale at cost,
which approximates market 1,929,671 -
Accrued interest and other 1,218,371 987,365
---------- ----------

56,343,178 47,347,917

Less allowance for loan losses (note 3) 1,001,270 738,021
---------- ----------

55,341,908 46,609,896

Premises and equipment (note 4) 1,887,167 1,730,903

Other real estate owned 175,414 23,041

Cash surrender value of life insurance 609,212 583,565

Other assets 238,319 270,862
---------- ----------

$ 118,519,271 90,658,215
============ ==========

CAPITAL BANCORP AND SUBSIDIARY

Consolidated Statements of Condition (continued)
December 31, 1992 and 1991

1992 1991
----------- ---------
Liabilities and Shareholders' Equity
Deposits:
Demand deposits $ 32,291,074 29,879,884
Demand deposits, interest-bearing 13,120,829 9,537,432
Savings deposits 20,080,760 8,385,167
Money market investment accounts 13,759,012 12,318,400
Time deposits, including deposits of
$100,000 or more of $2,067,532 in 1992
and $3,983,504 in 1991 11,107,812 12,767,252
----------- ----------

90,359,487 72,888,135

Securities sold under agreements to repurchase 18,365,294 11,545,385
Other borrowings 756,170 -
Accrued liabilities 506,186 442,544
Income taxes payable (note 5) 161,512 110,534
Notes payable (note 6) 453,600 1,385,000
----------- ----------

Total liabilities 110,602,249 86,371,598
----------- ----------

Minority interest 2,088,400 748,312
----------- ----------

Shareholders' equity:
Common stock, $10 par value; authorized
200,000 shares; issued and outstanding
153,150 shares in 1992 and
110,000 shares in 1991 1,531,500 1,100,000
Paid-in capital 522,500 -
Undivided profits 3,837,062 2,500,745
Treasury stock, at cost, 2,789 shares (62,440) (62,440)
---------- -----------

Net shareholders' equity 5,828,622 3,538,305
---------- ----------

Commitments and contingencies
(notes 4, 6, 8, 10, 11, and 12)
$ 118,519,271 90,658,215
============ ==========

See accompanying notes to consolidated financial statements.

CAPITAL BANCORP AND SUBSIDIARY

Consolidated Statements of Income
Years ended December 31, 1992, 1991, and 1990

1992 1991 1990
----------- --------- ----------
Interest income:
Interest and fees on loans $ 6,497,413 5,953,903 5,710,314
Interest on federal funds sold 290,965 178,205 156,438
Interest and dividends on
investment securities 1,729,214 1,116,922 796,086
---------- ---------- ---------

Total interest income 8,517,592 7,249,030 6,662,838
---------- ---------- ---------

Interest expense:
Interest on demand deposits,
interest-bearing,
and savings deposits 982,236 642,575 473,268
Interest on money market
investment accounts 368,536 834,120 1,045,565
Interest on time accounts,
including interest on
deposits of $100,000 or
more of $85,060 in 1992,
$272,586 in 1991, and
$404,597 in 1990 587,042 958,993 1,206,646
Interest on securities sold under
agreements to repurchase 330,336 163,303 48,149
Interest on other borrowings 17,344 - -
Interest on notes payable 76,469 152,001 202,985
---------- --------- ---------

Total interest expense 2,361,963 2,750,992 2,976,613
---------- --------- ---------

Net interest income 6,155,629 4,498,038 3,686,225

Provision for loan losses (note 3) 200,000 240,000 273,500
--------- --------- ---------

Net interest income after
provision for loan losses 5,955,629 4,258,038 3,412,725
--------- --------- ---------

Other operating income:
Service charges on deposit
accounts 887,185 760,865 684,186
Bankcard discounts and fees 231,123 189,171 179,125
Investment securities gains
(losses), net 114,543 44,159 (19,472)
Other 293,113 220,650 196,876
--------- -------- --------

1,525,964 1,214,845 1,040,715
--------- --------- ---------

Other expenses:
Salaries, wages, and benefits 2,467,770 2,088,282 1,872,538
Building 629,433 483,732 449,915
Furniture and equipment 389,105 299,160 305,314
Supplies and postage 268,156 207,246 204,852
Professional and legal 217,057 123,981 97,584
Regulatory assessments 212,116 147,294 78,738
Advertising 162,939 84,535 98,370
Bankcard interchange discounts
and fees 127,598 111,830 105,057
Telephone 109,244 82,054 86,490
Other 557,358 450,594 412,892
--------- --------- ---------

5,140,776 4,078,708 3,711,750
--------- --------- ---------

CAPITAL BANCORP AND SUBSIDIARY

Consolidated Statements of Income (continued)
Years ended December 31, 1992, 1991, and 1990

1992 1991 1990
---------- ---------- ----------

Income before income tax expense and
extraordinary item $ 2,340,817 1,394,175 741,690
Income tax expense (note 5) 799,240 396,822 217,307

Income before extraordinary item 1,541,577 997,353 524,383
Extraordinary tax benefit of
net operating
loss carryforward (note 5) - 280,250 210,800

Income before minority interest 1,541,577 1,277,603 735,183
Minority interest in net income
of subsidiary (205,260) (163,335) (115,521)
--------- --------- --------
Net income $ 1,336,317 1,114,268 619,662
========== ========= ========

Weighted average common and
common equivalent
shares outstanding during the year 150,361 135,494 103,149
========== ========= ========

Per share applicable to common stock:
Income before extraordinary item $ 8.72 6.13 3.86
====== ===== =====

Net income $ 8.72 8.22 6.01
====== ===== =====

See accompanying notes to consolidated financial statements.

<TABLE>
CAPITAL BANCORP AND SUBSIDIARY

Consolidated Statements of Shareholders' Equity
Years ended December 31, 1992, 1991, and 1990

Common stock Treasury stock
-------------------- -------------------
Number Paid-in Undivided Number
of shares Amount capital profits of shares Amount Total
--------- -------- -------- ---------- --------- ------ -----

Balances at
December 31,
1989 110,000 $ 1,110,000 23,541 786,635 8,551 $ (1,015) 1,909,161

Sale of subsidiary
stock at less than
book value - - (23,541) (19,820) - - (43,361)

Sale of common stock - - - - (3,400) - -

Payment to subsidiary
for common stock
held in parent - - - - - (60,750) (60,750)

Net income - - - 619,662 - - 619,662
-------- --------- -------- -------- ------- ------- -------

Balances at
December 31,
1990 110,000 1,100,000 - 1,386,477 5,151 (61,765) 2,424,712

Sale of common stock - - - - (2,362) - -

Payment to subsidiary
for common stock held
in parent - - - - - (675) (675)

Net income - - - 1,114,268 - - 1,114,268
-------- --------- -------- --------- -------- ------ ---------

Balances at
December 31,
1991 110,000 1,100,000 - 2,500,745 2,789 (62,440) 3,538,305

Exercise of
stock options
(note 8) 43,150 431,500 318,500 - - - 750,000

Tax benefit from
exercise of stock
options (note 8) - - 204,000 - - - 204,000

Net income - - - 1,336,317 - - 1,336,317
-------- ----------- --------- -------- -------- -------- ---------
Balances at
December 31,
1992 153,150 $ 1,531,500 522,500 3,837,062 2,789 $ (62,440) 5,828,622
======== =========== ========= ========= ======= ======== =========

See accompanying notes to consolidated financial statements.

</TABLE>
<TABLE>
CAPITAL BANCORP AND SUBSIDIARY

Consolidated Statements of Cash Flows
Years ended December 31, 1992, 1991, and 1990

1992 1991 1990
---------- -------- --------
<S> <C> <C> <C>

Cash flows from operating activities:
Income before extraordinary item $ 1,541,577 997,353 524,383
Adjustments to reconcile income
before extraordinary item to net cash
provided by operating activities:
Provision for loan losses 200,000 240,000 273,500
Depreciation and amortization
on premises
and equipment 330,553 287,484 297,939
Tax benefit from exercise of
stock options 204,000 - -
Amortization of net premium on
investment securities 116,927 59,389 21,095
Amortization of intangible assets 7,860 7,860 7,860
Extraordinary tax benefit of net
operating loss carryforward - 280,250 210,800
Write-down of other real estate owned - 53,750 32,570
Investment securities (gains) losses,
net (114,543) (44,159) 19,472
(Gain) loss on disposal of premises
and equipment (3,758) (17,663) 6,945
Loss on sales of other real estate owned 8,828 24,869 30,139
Minority interest in net income of
subsidiary (205,260) (163,335) (115,521)
Sale of subsidiary stock at less than
book value - - (43,361)
Change in:
Accrued interest and other receivables (77,182) 290,173 (17,177)
Income taxes receivable - 6,058 (6,058)
Cash surrender value of life insurance (25,647) (26,409) (40,765)
Other assets 141,302 (15,248) (6,359)
Accrued liabilities (82,452) (45,987) 4,202
Dividends payable - (21,892) 21,892
Income taxes payable 50,978 110,534 (7,049)
Minority interest 140,088 119,348 206,143

Net cash provided by operating
activities 2,233,271 2,142,375 1,490,650

Cash flows from investing activities:
Proceeds from sales of investment securities 4,950,226 3,867,218 1,313,071
Proceeds from maturities of investment
securities 10,484,141 4,231,567 3,000,000
Purchases of investment securities (37,571,213) (9,671,674)(9,919,971)
Loans originated in excess of principal
collected (1,804,812) (160,738)(2,930,396)
Proceeds from sales of premises and equipment 25,559 17,879 4,590
Purchases of premises and equipment (357,531) (119,251) (228,549)
Proceeds from sales of other real estate owned 180,713 202,631 429,616
Purchase of treasury stock - (675) (60,750)
Cash from acquisition, net of cash paid
(note 8) 4,162,585 - -

Net cash used in investing
activities (19,930,332) (1,633,043)(8,392,389)
</TABLE>
<TABLE>

CAPITAL BANCORP AND SUBSIDIARY

Consolidated Statements of Cash Flows (continued)
Years ended December 31, 1992, 1991, and 1990

1992 1991 1990
------------ ----------- ------------
<S> <C> <C> <C>

Cash flows from financing activities:
Net increase in demand deposits, savings
deposits, and money market investment
accounts $ 7,499,120 12,059,440 6,043,724
Net (decrease) increase in certificates of
deposit (7,349,037) (2,996,000) 868,936
Increase in securities sold under
agreements to repurchase 6,819,909 8,706,884 2,838,501
Increase in other borrowings 765,000 - -
Payments on other borrowings (8,830) - -
Proceeds from issuance of notes payable 11,000 32,000 1,544,400
Payments on notes payable (942,400) (282,000) (1,766,900)
Exercise of stock options 750,000 - -
----------- ---------- ---------

Net cash provided by financing activities 7,544,762 17,520,324 9,528,661
----------- ---------- ---------

Increase (decrease) in cash and cash
equivalents (10,152,299) 18,029,656 2,626,922
Cash and cash equivalents at beginning
of year 27,393,120 9,363,464 6,736,542
----------- ----------- ---------

Cash and cash equivalents at end of year $ 17,240,821 27,393,120 9,363,464
=========== =========== =========

Supplemental Disclosures of Cash Flow
Information

Cash paid during the year for:
Interest $ 2,405,352 2,811,054 2,961,124
Income taxes 484,522 - 12,678

Supplemental Schedule of Noncash Investing
and Financing Activities

Acquisition of real property through foreclosure
or in lieu of loan repayments $ 292,983 - 252,641
Other real estate owned exchanged for
advertising - - 48,532

See accompanying notes to consolidated financial statements.
</TABLE>

CAPITAL BANCORP AND SUBSIDIARY

Notes to Consolidated Financial Statements
December 31, 1992, 1991, and 1990

(1) Summary of Significant Accounting Policies

(a) Description of the Business

Capital Bancorp and its subsidiary (the Company) operate seven banking
locations in the Salt Lake City metropolitan area. The Company grants
commercial, residential, and installment loans to customers located
primarily in Salt Lake County. The Company emphasizes lending to small
businesses that offer a wide range of products and services.

(b) Principles of Consolidation

The consolidated financial statements include accounts of Capital Bancorp
and its subsidiary. The Company owns 86.39 percent of Capital City Bank's
(the Bank) common stock. All material intercompany balances
and transactions have been eliminated in consolidation.

Nonequity investment securities are carried at cost, adjusted for
amortization of premiums or accretion of discounts. Because it is
generally management's intention to hold securities to maturity, they are
not adjusted to lower of cost or market. Equity securities are stated
at the lower of cost or market. Gain or loss on the sale of an investment
is recognized when realized, based upon specific identification.

(d) Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan
losses charged to expense. Loans are charged against the allowance for
loan losses when management believes that the collectibility of the
principal is unlikely. The allowance is an amount that management
believes will be adequate to absorb losses in the existing portfolio. The
evaluations take into consideration such factors as changes in the
nature and volume of the loan portfolio, overall portfolio quality, review
of specific problem loans, and current economic conditions that may affect
the borrower's ability to pay. In addition, various regulatory
agencies, as an integral part of their examination process, periodically
review the Company's allowances for losses on loans and real estate
owned. Such agencies may require the Company to recognize additions
to the allowances based on their judgments of information available to
them at the time of their examination.

Accrual of interest is discontinued on a loan when management believes,
after considering economic and business conditions and collection efforts,
that the borrower's financial condition is such that collection of
interest is doubtful.

(e) Premises and Equipment

Premises and equipment are carried at cost, less accumulated depreciation
and amortization. Depreciation is computed using the straight-line method
over lives of from 5 to 35 years. Leasehold improvements are
amortized over the terms of related leases or the estimated useful
lives of the improvements, whichever is shorter.

CAPITAL BANCORP AND SUBSIDIARY

Notes to Consolidated Financial Statements

(f) Other Real Estate Owned

Other real estate owned is carried at the lower of cost or fair market value.
For real estate acquired in the settlement of loans, cost includes the
uncollected loan balance. Costs relating to the development and
improvement of property are capitalized, whereas those relating to holding the
property are charged to expense.

(g) Income Taxes

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes," which
supersedes SFAS No. 96. The Company elected not to adopt SFAS No. 96 prior to
its required effective date. SFAS No. 109 will change the Company's method of
accounting for income taxes from the deferred method to the asset and
liability method. Under the deferred method, annual income tax expense is
matched with pretax accounting income by providing deferred taxes
at current tax rates on timing differences between the determination of net
income for financial reporting and tax purposes. The objective of the asset
and liability method is to establish deferred tax a liabilities for the
temporary differences between the financial reporting basis and the tax
basis of the Company's assets and liabilities at enacted tax rates
expected to be in effect when such amounts are realized or settled.

The provisions of SFAS No. 109, will be adopted by the Company as of January 1,
1993. SFAS No. 109 may be adopted by (a) cumulative catch-up adjustment
to operations in the earliest year of adoption, (b) restatement of prior year
statements with cumulative catch-up adjustments to operations in the earliest
year of restatement, or (c) restatement of prior year statements with
an adjustment of beginning retained earnings if the earliest year of restate-
ment is earlier than years presented. The Company has not decided
which method will be adopted, nor has it performed a detailed analysis of the
actual effects of SFAS No. 109.

(h) Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash
and due from banks interest-bearing deposits in other banks, and federal funds
sold.

(i) Loan Origination and Commitment Fees

Nonrefundable fees and related direct costs associated with the origination of
loans are deferred. The net deferred fees and costs are recognized in
"interest and fees on loans" over the loan term using methods that
generally produce a level yield on the unpaid loan balance. Other
nonrefundable fees related to lending activities other than direct loan
origination are recognized as other operating income and/or expense over
the period the related service is provided.

(j) Off Balance Sheet Financial Instruments

In the ordinary course of business the Company has entered into off balance
sheet financial instruments consisting of commitments to extend credit,
commitments under credit card arrangements, performance standby letters of
credit, and home equity lines of credit. Such financial instruments are
recorded in the financial statements when they become payable.

CAPITAL BANCORP AND SUBSIDIARY

Notes to Consolidated Financial Statements

(k) Per Share Applicable to Common Stock

Per share applicable to common stock is based on the weighted average
outstanding common shares during each year, including common stock
equivalents, if applicable.

(l) Reclassifications

Certain amounts in the prior years' financial statements have been
reclassified to conform with the 1992 presentation.

(2) Investment Securities

Investment securities are summarized as follows:

1992
---------------------------------------------

Gross Gross Estimated
Amortized unrealized unrealized market
cost gains losses value
--------- ---------- ---------- ---------

U.S. treasury securities $17,882,822 373,825 74,099 18,182,548
U.S. government agencies and
corporations 15,332,656 173,904 50,506 15,456,054
Corporate securities 981,009 - 1,878 979,131
Obligations of states and
political subdivisions 1,440,310 1,042 3,765 1,437,587
Mortgage-backed securities 7,096,433 16,143 47,623 7,064,953
Federal Home Loan Bank stock 293,200 - - 293,200
---------- ------- ------- ----------

$ 43,026,430 564,914 177,871 43,413,473
=========== ======== ======= ==========

1991
---------------------------

Gross Gross Estimated
Amortized unrealized unrealized market
cost gains losses value
---------- ---------- ---------- ---------

U.S. treasury securities $ 8,730,890 335,511 2,811 9,063,590
U.S. government agencies and
corporations 4,343,791 177,172 - 4,520,963
Obligations of states and
political subdivisions 500,000 - - 500,000
Mortgage-backed securities 208,247 144 - 208,391
Federal Home Loan Bank stock 263,900 - - 263,900
----------- -------- ------- ----------

$ 14,046,828 512,827 2,811 414,556,844
=========== ======== ====== ===========

Interest income (including nontaxable interest of $8,085, $-0-, and $11,366,
respectively) on investment securities totaled $1,687,797, $1,100,700, and
$794,795 for the years ended December 31, 1992, 1991, and 1990,
respectively. Dividends on equity securities totaled $41,417, $14,042,
and $-0- for the years ended December 31, 1992, 1991, and 1990, respectively.

CAPITAL BANCORP AND SUBSIDIARY

Notes to Consolidated Financial Statements

(2) Investment Securities (continued)

The amortized cost and estimated market value of investment securities at
December 31, 1992, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because issuers may
have the right to call or prepay obligations with or without call or prepayment
penalties.

Estimated
Amortized market
cost value
---------- ----------

Due in one year or less $1,855,548 1,903,968
Due after one year through
five years 37,661,256 38,000,214
Due after five years through
ten years 1,835,346 1,839,994
Due after ten years 1,381,080 1,376,097
Equity securities 293,200 293,200
---------- ----------

$43,026,430 43,413,473
========== ==========

Proceeds from sales of investment securities for the years ended December 31,
1992, 1991, and 1990 were $4,950,226, $3,867,218, and $1,313,071,
respectively. Gross gains of $114,543, $48,399, and $11,421, and
gross losses of $-0-, $4,240, and $30,893, were realized on those sales
for the years ended December 31, 1992, 1991, and 1990, respectively.

Investment securities with a carrying value of $1,620,000 and $1,350,000 were
pledged to secure public deposits as required by law as of December 31,
1992 and 1991, respectively. In addition, U.S. treasury and U.S. government
agency securities with a carrying value of $18,462,000 and $11,724,000 as of
December 31, 1992 and 1991, respectively, were pledged as collateral
for securities sold overnight under agreements to repurchase.

(3) Allowance for Loan Losses

The allowance for loan losses is summarized as follows:

1992 1991 1990
-------- ------- ------

Balance at beginning of year $ 738,021 637,107 674,277
Additions:
Provision for loan losses 200,000 240,000 273,500
Recoveries 318,847 207,017 316,215
Acquisition 104,524 - -
Deduction, loan charge-offs (360,122) (346,103) (626,885)
---------- ------- -------

Balance at end of year $ 1,001,270 738,021 637,107
========== ======= =======

CAPITAL BANCORP AND SUBSIDIARY

Notes to Consolidated Financial Statements

(3) Allowance for Loan Losses (continued)

Loans on which the accrual of interest has been discontinued or reduced
amounted to approximately $1,495,000, $277,000, and $464,000 at
December 31, 1992, 1991, and 1990, respectively. At the original
contract rates, additional interest income of approximately $43,500, $11,500,
and $48,000 would have been recognized for the years ended December 31, 1992,
1991, and 1990, respectively, had these loans performed as originally agreed.

(4) Premises and Equipment

Premises and equipment are summarized as follows:

1992 1991
----------- ----------

Land $ 451,319 451,319
Bank premises 355,117 339,501
Furniture and equipment 2,263,476 1,812,156
Leasehold improvements 848,523 824,367
--------- ---------

3,918,435 3,427,343

Less accumulated depreciation 2,031,268 1,696,440
--------- ---------

Net book value $ 1,887,167 1,730,903
========== =========

The Company leases its main office building and certain office facilities
under operating lease agreements that expire at various times through
December 31, 2009. The Company has an option to purchase the main office
building on or about July 15, 1994 for $960,000.

The schedule of future minimum operating lease payments as of December 31,
1992 is summarized as follows:

Year ending December 31,

1993 $ 289,000
1994 298,000
1995 254,000
1996 254,000
1997 254,000
Thereafter 1,948,000
---------

Total minimum lease payments $ 3,297,000
==========

Aggregate rental expense amounted to approximately $330,000, $238,000, and
$221,000 for the years ended December 31, 1992, 1991, and 1990, respectively.

CAPITAL BANCORP AND SUBSIDIARY

Notes to Consolidated Financial Statements

(5)Income Taxes

The Company files a consolidated income tax return with the Bank.

For financial reporting purposes the Company utilized approximately
$749,000 and $579,000 of net operating loss carryforwards and has reflected
the related tax benefit of $280,250 and $210,800 as an extraordinary
credit in the accompanying statements of income for the years ended
December 31, 1991 and 1990, respectively. The remaining tax expense for
1992, 1991, and 1990 results from application of regular and
alternative minimum tax rules.

The provision for income taxes consists of the following:

1992 1991 1990
-------- -------- --------
Currently payable:
Federal $ 656,090 79,036 6,407
State 107,150 33,786 100
-------- ------- ------

763,240 112,822 6,507

Deferred federal and state 36,000 3,750 -

$799,240 116,572 6,507
======== ======= ======

A reconciliation of income taxes based on applying the federal statutory
rate of 34 percent in 1992, 1991, and 1990, is as follows:

1992 1991 1990
--------- -------- --------
Tax based on federal statutory rate $ 796,000 474,000 252,000
Effect of tax-exempt income (7,000) - (10,500)
State taxes, net of federal tax benefit 88,000 46,000 24,500
General business credits (71,000) (140,000) -
Alternative minimum tax (credit) (24,500) 41,000 4,500
Other 17,740 (24,178) (53,193)
--------- -------- --------

799,240 396,822 217,307
Extraordinary tax benefit of net
operating loss carryforward - 280,250 210,800
-------- ------- -------

$ 799,240 116,572 6,507
======== ======= ========

CAPITAL BANCORP AND SUBSIDIARY

Notes to Consolidated Financial Statements

(5) Income Taxes (continued)

The components of deferred income taxes and their tax effects are as follows:

1992 1991 1990
-------- -------- --------

Depreciation $ (8,500) (4,000) 5,750
Provision for loan losses 40,500 8,750 4,250
Employee benefits (10,000) (10,000) (10,000)
Dividends on Federal Home Loan Bank
stock 14,000 9,000 -
------- ------ -------

$ 36,000 3,750 -
======= ====== =======

(6) Notes Payable

Notes payable are summarized as follows:

1992 1991
-------- --------
Prime plus 1-1/2% (7.5% at December 31, 1992) note
payable to a director of the Company, quarterly interest
payments and annual payments of principal; due 1993 $ 125,000 1,017,400

Prime plus 1-1/2% (7.5% at December 31, 1992) notes
payable to various directors of the Company, quarterly
interest payments; principal due August 1994 328,600 337,600

Prime rate capital debentures (9% floor, 14% ceiling)
payable to various individuals, including directors,
annual interest payments; principal due July 1994 - 30,000
-------- --------

$ 453,600 1,385,000
======== =========

The note payable to a director of the Company at December 31, 1992 is
secured by 114,768 shares of Bank stock and 76,630 shares of Capital Bancorp
stock. The note agreement contains certain restrictive covenants.
The note agreement also specifies that certain financial ratios must be
maintained. At December 31, 1992, the Company is in substantial
compliance with the note covenants.

The notes payable to various directors of the Company are subordinate to the
note payable to the individual director, and are secured by the same
collateral which secures the note payable to such director.

Current contractual maturities are as follows: 1993, $125,000 and 1994,
$328,600.

CAPITAL BANCORP AND SUBSIDIARY

Notes to Consolidated Financial Statements

(7) Employee Benefit Plans

The Company has adopted an employee stock ownership plan. Contributions to
the plan are determined by the Board of Directors and are not to exceed
15 percent of eligible wages. Employees become eligible for the plan
after one year of service. Benefits vest under the plan at 3
vesting after seven years of service. Contributions to the plan amounted to
$50,000 for each of the years ended December 31, 1992, 1991, and 1990,
respectively.

The Company also has a 401(k) plan whereby the Company matches 50 percent of
employee contributions up to five percent of each participant's
compensation. Employer contributions to the plan amounted to
approximately $20,000, $17,200, and $15,700 for the years ended December 31,
1992, 1991, and 1990,
respectively.

(8) Stock Options

In 1987, the Company granted stock options to certain key employees and
directors for their personal guarantees on a portion of the Company's debt.
The option price was set at the fair market value of the Company's common
stock on the date of grant and became exercisable after the original
debt to which the guarantees apply was reduced by $1,000,000.

During 1992, all options related to the guarantee of the Company's debt were
exercised. Proceeds from the exercise of the options totaled $750,000 and
resulted in the issuance of 43,150 shares of the Company's common stock.
The Company realized a tax benefit from the exercise of the options
of approximately $204,000, which is reflected as paid-in capital.

(9) Other Borrowings

Other borrowings consist of loans from the Federal Home Loan Bank of Seattle.
The borrowings require equal monthly payments of $3,188 plus interest, have
an average interest rate of 7.23 percent and mature in 2012.

(10) Acquisition

On March 19, 1992, the Bank acquired approximately 97 percent of the
outstanding common shares and all of the outstanding preferred stock of
United Bank, a single branch banking operation located in Murray, Utah.
The assets and liabilities of United Bank at the date of were approximately
$19,000,000 and $17,400,000, respectively. The acquisition was completed
through the issuance of 24,000 shares of the Bank's
$50 par value; noncumulative, nonvoting preferred stock and approximately
$800,000 in cash. The acquisition was accounted for using the purchase
method of accounting.

The dividend rate on the preferred stock is reset quarterly, at prime plus
one percent. In connection with the acquisition, options to purchase 7,917
shares of the Bank's common stock at $60 per share were granted. The
options are currently exercisable and expire on March 19, 1997. Payment for
the options shall be in cash, or the exchange of preferred stock at par value.

CAPITAL BANCORP AND SUBSIDIARY

Notes to Consolidated Financial Statements

(11) Contingent Liabilities and Commitments

The Company's financial statements do not reflect various commitments and
contingent liabilities that arise in the normal course of business and that
involve elements of credit risk, interest rate risk, and liquidity risk.
These commitments and contingent liabilities are commitments to extend credit,
commitments under credit card arrangements, performance standby letters
of credit, and home equity lines of credit. A summary of the
Company's commitments and contingent liabilities at December 31, 1992 and
1991, is as follows:

1992 1991
-------- --------

Commitments to extend credit $ 11,713,000 10,541,000
Credit card arrangements 3,182,000 2,808,000
Performance standby letters of credit 2,277,000 1,884,000
Home equity lines of credit 382,000 229,000

Commitments to extend credit are agreements to lend to a customer provided
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Because these instruments have
fixed maturity dates and because many of them expire without being drawn
upon, they do not generally present any significant liquidity risk
to the Company. The Company evaluates each customer's credit worthiness on
a case-by-case basis. The amount of collateral obtained is based on
management's credit evaluation of the customer. Collateral held
varies but may include accounts receivable, inventory, property, plant and
equipment, and 1-4 family residential properties.

Performance standby letters of credit are conditional commitments issued by
the Company to guarantee the performance of a customer to a third party.
The credit risk involved in issuing letters of credit is essentially
the same as that involved in extending loans to customers. The Company
generally holds cash equivalents as collateral supporting those commitments
for which collateral is deemed necessary.

The Company is party to litigation and claims arising in the normal course
of business. Management, after consultation with legal counsel, believes that
the liabilities, if any, arising from such litigation and claims will
result in no material liability to the Bank.

(12) Regulatory Requirements

Regulatory authorities require that banks maintain cash balances as
reserves based on a percentage of deposits.
Cash reserve requirements were $963,000 and $730,000 at December 31, 1992
and 1991, respectively.

Effective December 31, 1992, banks are required to maintain minimum levels
of capital to risk weighted assets. The Tier 1 minimum capital guideline is
four percent and the Tier 2 minimum capital guideline is eight
percent. As of December 31, 1992, the Bank's Tier 1 risk weighted capital
ratio was 12.93 percent and its Tier 2 ratio was 14.18 percent. The Bank's
leverage ratio (Tier 1 capital to total average quarterly assets) was
7.01 percent and 6.92 percent at December 31, 1992 and 1991, respectively
(unaudited).

CAPITAL BANCORP AND SUBSIDIARY

Notes to Consolidated Financial Statements

(13) Loans to Related Parties

The following is an analysis for the year ended December 31, 1992, of the
aggregate loans made by the Company to directors, executive officers, or
principal shareholders of the Company.

Balance at Balance at
December 31, New December 31,
1991 loans Repayments 1992
------------ --------- ------------ -----------

$ 206,000 459,000 225,000 440,000
========= ======= ======= =======

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)

Financial Statements

December 31, 1992 and 1991

(With Independent Auditors' Report Thereon)

Independent Auditors' Report

The Board of Directors and Shareholders
Capital City Bank:

We have audited the accompanying statements of condition of Capital City Bank
(a subsidiary of Capital Bancorp) as of December 31, 1992 and 1991, and the
related statements of income, shareholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1992. These
financial statements are theresponsibility of the Bank's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Capital City Bank (a
subsidiary of Capital Bancorp) as of December 31, 1992 and 1991, and the results
of its operations and its cash flows for each of the years in the three-year
period ended December 31, 1992 in conformity with generally accepted
accounting principles.

KPMG Peat Marwick

Salt Lake City, Utah
January 12, 1993
CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Condition
December 31, 1992 and 1991

1992 1991
--------- ---------
Assets:

Cash and cash equivalents:
Cash and due from banks, noninterest-bearing $ 7,094,441 6,882,706
Due from banks, interest-bearing 1,646,380 10,414
Federal funds sold 8,500,000 20,500,000

17,240,821 27,393,120

Investment securities (note 2) 43,026,430 14,046,828

Loans and other receivables:
Commercial loans 38,904,410 35,174,638
Installment loans 6,834,267 5,465,016
Real estate loans and contracts 7,198,402 5,720,898
Loans held for sale at cost, which approximates
market 1,929,671 -
Accrued interest and other 1,215,566 987,365
---------- ----------

56,082,316 47,347,917

Less allowance for loan losses (note 3) 1,001,270 738,021

55,081,046 46,609,896

Premises and equipment (note 4) 1,887,167 1,730,903

Other real estate owned 175,414 23,041

Cash surrender value of life insurance 609,212 583,565

Other assets 192,043 216,787
----------- ----------

$ 118,212,133 90,604,140
=========== ==========

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Condition (continued)
December 31, 1992 and 1991

Liabilities and Shareholders' Equity 1992 1991
Deposits:
Demand deposits $ 32,291,074 29,879,884
Demand deposits, interest-bearing 13,181,416 9,773,956
Savings deposits 20,080,760 8,385,167
Money market investment accounts 13,759,012 12,318,400
Time deposits, including deposits of
$100,000 or more
of $2,067,532 in 1992 and
$3,983,504 in 1991 11,107,812 12,767,252
---------- ----------

90,420,074 73,124,659

Securities sold under agreements to repurchase 18,365,294 11,545,385

Other borrowings 756,170 -

Accrued liabilities 502,078 420,965

Income taxes payable (note 5) 136,000 3,750
---------- ---------

Total liabilities 110,179,616 85,094,759
----------- ----------

Shareholders' equity:
Capital Stock:
Noncumulative preferred stock, $50 par
value; authorized 50,000 shares;
issued and outstanding,
24,000 shares in 1992 1,200,000 -
Common stock, $10 par value; authorized
200,000 shares; issued and outstanding
132,850 shares in 1992 and
126,736 shares in 1991 1,328,500 1,267,360
Paid-in capital 2,522,500 2,302,398
Undivided profits 2,981,517 1,939,623
--------- ---------

Net shareholders' equity 8,032,517 5,509,381
--------- ---------
Commitments and contingencies
(notes 4, 8, 9, and 10)
$ 118,212,133 90,604,140
============ ==========

See accompanying notes to financial statements.

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Income
Years ended December 31, 1992, 1991, and 1990

1992 1991 1990
-------- -------- --------
Interest income:
Interest and fees on loans $ 6,480,916 5,953,903 5,710,314
Interest on federal funds sold 290,965 178,205 156,438
Interest and dividends on investment
securities 1,729,214 1,114,742 794,795
--------- --------- ---------

Total interest income 8,501,095 7,246,850 6,661,547
--------- --------- ---------

Interest expense:
Interest on demand deposits,
interest-bearing,
and savings deposits 987,061 643,850 473,268
Interest on money market
investment accounts 368,536 834,120 1,045,565
Interest on time accounts, including
interest on deposits of $100,000
or more of $85,060 in 1992,
$272,586 in 1991, and $404,597
in 1990 587,042 958,993 1,206,646
Interest on securities sold under
agreements to
repurchase 330,336 163,303 48,149
Interest on other borrowings 17,344 - -
--------- --------- ---------

Total interest expense 2,290,319 2,600,266 2,773,628
--------- --------- ---------

Net interest income 6,210,776 4,646,584 3,887,919

Provision for loan losses (note 3) 200,000 240,000 273,500
--------- --------- ---------
Net interest income after provision
for loan losses 6,010,776 4,406,584 3,614,419
--------- --------- ---------

Other operating income:
Service charges on deposit accounts 887,185 760,865 684,186
Bankcard discounts and fees 231,123 189,171 179,125
Investment securities gains (losses), net 114,543 44,159 (19,472)
Other 293,113 220,650 196,876
------- ------- -------

1,525,964 1,214,845 1,040,715
--------- --------- ---------

Other expenses:
Salaries, wages, and benefits 2,467,770 2,088,282 1,872,538
Building 629,433 483,732 449,915
Furniture and equipment 389,105 299,160 305,314
Supplies and postage 268,156 207,246 204,852
Professional and legal 217,057 123,981 97,584
Regulatory assessments 212,116 147,294 78,738
Advertising 162,939 84,535 98,370
Bankcard interchange discounts and fees 127,598 111,830 105,057
Telephone 109,244 82,054 93,972
Other 541,468 440,488 392,314
-------- -------- --------

5,124,886 4,068,602 3,698,654
--------- --------- ---------

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Income (continued)
Years ended December 31, 1992, 1991, and 1990

1992 1991 1990
-------- -------- --------
Income before income tax expense and
extraordinary item $ 2,411,854 1,552,827 956,480
Income tax expense (note 5) 901,740 379,250 342,000
--------- ---------- -------

Income before extraordinary item 1,510,114 1,173,577 614,480
Extraordinary tax benefit of net
operating loss carryforward (note 5) - 25,500 333,400
--------- --------- -------

Net income $ 1,510,114 1,199,077 947,880
========== ========= =======

Weighted average common and common equivalent
shares outstanding during the year 138,429 126,736 123,986
======= ======= =======

Per share applicable to common stock:
Income before extraordinary item $ 10.70 9.26 4.96
======= ===== =====

Net income $ 10.70 9.46 7.65
======= ===== =====

See accompanying notes to financial statements.

<TABLE>
CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Shareholders' Equity
Years ended December 31, 1992, 1991, and 1990

Noncumulative
preferred stock Common stock
-------------------- -----------------

Number Number Paid-in Undivided
of shares Amount of shares Amount capital profits Total
--------- -------- --------- -------- ------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>

Balances at
December 31,
1989 - $ - 121,236 $ 1,212,360 2,205,513 727,437 4,145,310

Common stock
issued for cash - - 5,500 55,000 96,885 - 151,885

Net income - - - - - 947,880 947,880

Dividends
declared - - - - - (693,973) (693,973)
-------- ------- ------- -------- ------- ------- --------

Balances at
December 31,
1990 - - 126,736 1,267,360 2,302,398 981,344 4,551,102

Net income - - - - - 1,199,077 1,199,077

Dividends
declared - - - - - (240,798) (240,798)
-------- ------- ------ -------- -------- --------- ---------

Balances at
December 31,
1991 - - 126,736 1,267,360 2,302,398 1,939,623 5,509,381

Preferred stock
issued for
business
acquisition
(note 8) 24,000 1,200,000 - - - - 1,200,000

Common stock
sold - - 6,114 61,140 220,102 - 281,242

Net income - - - - - 1,510,114 1,510,114

Dividends
declared:
Common - - - - - (420,138) (420,138)
Preferred - - - - - (48,082) (48,082)
------- ------- ------ ------ ------ --------- ---------

Balances at
December 31,
1992 24,000 $ 1,200,000 132,850 $ 1,328,500 2,522,500 2,981,517 8,032,517
======= ========== ======= ========== ========= ========= =========

See accompanying notes to financial statements.
</TABLE>
<TABLE>

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Cash Flows
Years ended December 31, 1992, 1991, and 1990

1992 1991 1990
-------- -------- --------
<S> <C> <C> <C>

Cash flows from operating activities:
Income before extraordinary item $ 1,510,114 1,173,577 614,480
Adjustments to reconcile income before
extraordinary item to net cash provided by
operating activities:
Provision for loan losses 200,000 240,000 273,500
Depreciation and amortization on premises
and equipment 330,553 287,484 297,939
Amortization of net premium on investment
securities 116,927 59,389 21,095
Extraordinary tax benefit of net operating
loss carryforward - 25,500 333,400
Write-down of other real estate owned - 53,750 32,570
Investment securities (gains) losses, net (114,543) (44,159) 19,472
(Gain) loss on disposal of premises and
equipment (3,758) (17,663) 6,945
Loss on sales of other real estate owned 8,828 24,869 30,139
Change in:
Accrued interest and other receivables (74,377) 350,923 (77,927)
Income taxes receivable - 7,800 (7,800)
Cash surrender value of life insurance (25,647) (26,409) (40,765)
Other assets 141,363 (16,307 (6,631)
Accrued liabilities (64,981) (35,295) 80,586
Dividends payable - (158,420) 158,420
Income taxes payable 132,250 3,750 (16,325)
------- ------- -------

Net cash provided by operating activities 2,156,729 1,928,789 1,719,098
--------- --------- ---------

Cash flows from investing activities:
Proceeds from sales of investment
securities 4,950,226 3,867,218 1,313,071
Proceeds from maturities of investment
securities 10,484,141 4,231,567 3,000,000
Purchases of investment securities (37,571,213)(9,671,674)(9,919,971)
Loans originated in excess of principal
collected (1,546,755) (160,738)(2,930,396)
Proceeds from sales of premises and
equipment 25,559 17,879 4,590
Purchases of premises and equipment (357,531) (119,251) (228,549)
Proceeds from sales of other real estate
owned 180,713 202,631 429,616
Cash from acquisition, net of cash paid
(note 8) 4,162,585 - -
--------- ------- -------

Net cash used in investing activities (19,672,275)(1,632,368)(8,331,639)
========== ========= =========

</TABLE>

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Cash Flows (continued)
Years ended December 31, 1992, 1991, and 1990

1992 1991 1990
-------- -------- --------
Cash flows from financing activities:
Net increase in demand deposits, savings
deposits, and money market investment
accounts $ 7,323,183 12,295,964 6,043,724
Net (decrease) increase in certificates of
deposit (7,349,037) (2,996,000) 868,936
Increase in securities sold under
agreements to repurchase 6,819,909 8,706,884 2,838,501
Increase in other borrowings 765,000 - -
Payments on other borrowings (8,830) - -
Proceeds from issuance of common stock 281,242 - 151,885
Dividends declared (468,220) (240,798) (693,973)
------- ------- -------

Net cash provided by financing
activities 7,363,247 17,766,050 9,209,073
--------- ---------- ---------

Increase (decrease) in cash and cash
equivalents (10,152,299) 18,062,471 2,596,532
Cash and cash equivalents at
beginning of year 27,393,120 9,330,649 6,734,117
---------- --------- ---------

Cash and cash equivalents at end of year $ 17,240,821 27,393,120 9,330,649
=========== ========== =========

Supplemental Disclosures of Cash Flow Information

Cash paid during the year for:
Interest $ 2,311,412 2,648,362 2,751,828
Income taxes 710,000 342,200 32,725

Supplemental Schedule of Noncash
Investing and
Financing Activities

Acquisition of real property through
foreclosure
or in lieu of loan repayments $ 292,983 - 252,641
Other real estate owned exchanged for
advertising - - 48,532

See accompanying notes to financial statements.

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Notes to Financial Statements
December 31, 1992, 1991, and 1990

(1) Summary of Significant Accounting Policies

(a) Description of the Business

Capital City Bank (Bank) has seven banking locations in the Salt Lake City
metropolitan area. The Bank grants commercial, residential, and installment
loans to customers located primarily in Salt Lake City metropolitan area.
The Bank emphasizes lending to small businesses that offer a wide range of
products and services.

(b) Ownership

Capital Bancorp (Parent) owns 86.39 percent of the Bank's common stock.

Nonequity investment securities are carried at cost, adjusted for amortization
of premiums or accretion of discounts. Because it is generally management's
intention to hold securities to maturity, they are not adjusted to lower of
cost or market. Equity securities are stated at the lower of cost or
market. Gain or loss on the sale of an investment is recognized when
realized, based upon specific identification.

(d) Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan
losses charged to expense. Loans are charged against the allowance for loan
losses when management believes that the collectibility of the
principal is unlikely. The allowance is an amount that management
believes will be adequate to absorb losses in the existing portfolio. The
evaluations take into consideration such factors as changes in the
nature and volume of the loan portfolio, overall portfolio quality, review
of specific problem loans, and current economic conditions that may affect the
borrower's ability to pay. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the Bank's
allowance for losses on loans and real estate owned. Such agencies may
require the Bank to recognize additions to the allowances based on their
judgments of information available to them at the time of their examination.

Accrual of interest is discontinued on a loan when management believes,
after considering economic and business conditions and collection efforts,
that the borrower's financial condition is such that collection of
interest is doubtful.

(e) Premises and Equipment

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Notes to Financial Statements

(f) Other Real Estate Owned

(g) Income Taxes

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes," which
supersedes SFAS No. 96. The Bank elected not to adopt SFAS No. 96 prior to
its required effective date. SFAS No. 109 will change the Bank's method
of accounting for income taxes from the deferred method to the asset and
liability method. Under the deferred method, annual income tax expense is
matched with pretax accounting income by providing deferred taxes at current
tax rates on timing differences between the determination of net income for
financial reporting and tax purposes. The objective of the asset and
liability method is to establish deferred tax assets and liabilities
for the temporary differences between the financial reporting basis and
the tax basis of the Bank's assets and liabilities at enacted tax rates
expected to be in effect when such amounts are realized or settled.

The provisions of SFAS No. 109, will be adopted by the Bank as of January 1,
1993. SFAS No. 109 may be adopted by (a) cumulative catch-up adjustment
to operations in the earliest year of adoption, (b) restatement of prior year
statements with cumulative catch-up adjustments to operations in the
earliest year of restatement, or (c) restatement of prior year statements
with an adjustment of beginning retained earnings if the earliest year
of restatement is earlier than years presented. The Bank has not decided
which method will be adopted, nor has it performed a detailed analysis of
the actual effects of SFAS No. 109.

(h) Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include
cash and due from banks, interest-bearing deposits in other banks,
and federal funds sold.

(i) Loan Origination and Commitment Fees

Nonrefundable fees and related direct costs associated with the origination
of loans are deferred. The net deferred fees and costs are recognized in
"interest and fees on loans" over the loan term using methods that
generally produce a level yield on the unpaid loan balance. Other
nonrefundable fees related to lending activities other than direct loan
origination are recognized as other operating income and/or expense over
the period the related service is provided.

(j) Off Balance Sheet Financial Instruments

In the ordinary course of business the Bank has entered into off balance
sheet financial instruments consisting of commitments to extend
credit, commitments under credit card arrangements, performance
standby letters of credit, and home equity lines of credit. Such
financial instruments are recorded in the financial statements when they
become payable.

(k) Per Share Applicable to Common Stock

Per share applicable to common stock is based on the weighted average
outstanding common shares during each year, including common stock
equivalents, if applicable.

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Notes to Financial Statements

(l) Reclassifications

Certain amounts in the prior years' financial statements have been
reclassified to conform with the 1992 presentation.

(2) Investment Securities

Investment securities are summarized as follows:
1992
-----------------------------------

Gross Gross Estimated
Amortized unrealized unrealized market
cost gains losses value
-------- ---------- ---------- --------

$ 43,026,430 564,914 177,871 43,413,473
========== ======= ======= ==========

1991
-----------------------------------------

Gross Gross Estimated
Amortized unrealized unrealized market
cost gains losses value
--------- --------- --------- -------

$ 14,046,828 512,827 2,811 14,556,844
========== ======= ===== ==========

Interest income (including nontaxable interest of $8,085, $-0-, and
$11,366, respectively) on investment securities totaled $1,687,797,
$1,100,700, and $794,795 for the years ended December 31, 1992, 1991, and
1990, respectively. Dividends on equity securities totaled $41,417,
$14,042, and $-0- for the years ended December 31, 1992, 1991, and 1990,
respectively.

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Notes to Financial Statements

(2) Investment Securities (continued)

Estimated
Amortized market
cost value
--------- ---------

$43,026,430 43,413,473
========== ==========

Proceeds from sales of investment securities for the years ended
December 31, 1992, 1991, and 1990 were $4,950,226, $3,867,218, and
$1,313,071, respectively. Gross gains of $114,543, $48,399, and
$11,421, and gross losses of $-0-, $4,240, and $30,893, were realized
on those sales for the years ended December 31, 1992, 1991, and 1990,
respectively.

Investment securities with a carrying value of $1,620,000 and $1,350,000
were pledged to secure public deposits as required by law as of
December 31, 1992 and 1991, respectively. In addition, U.S. treasury and
U.S. government agency securities with a carrying value of $18,462,000
and $11,724,000 as of December 31, 1992 and 1991, respectively, were
pledged as collateral for securities sold overnight under agreements to
repurchase.

(3) Allowance for Loan Losses

The allowance for loan losses is summarized as follows:
1992 1991 1990
-------- -------- --------

Balance at end of year $ 1,001,270 738,021 637,107
========= ======= =======

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Notes to Financial Statements

(3) Allowance for Loan Losses (continued)

Loans on which the accrual of interest has been discontinued or reduced
amounted to approximately $1,495,000, $277,000, and $464,000 at
December 31, 1992, 1991, and 1990, respectively. At the original
contract rates, additional interest income of approximately $43,500,
$11,500, and $48,000 would have been recognized for the years ended
December 31, 1992, 1991, and 1990, respectively, had these loans performed
as originally agreed.

(4) Premises and Equipment

Premises and equipment are summarized as follows:

1992 1991
-------- --------

Land $ 451,319 451,319
Bank premises 355,117 339,501
Furniture and equipment 2,263,476 1,812,156
Leasehold improvements 848,523 824,367
------- -------

3,918,435 3,427,343

Less accumulated depreciation 2,031,268 1,696,440
--------- ---------

Net book value $ 1,887,167 1,730,903
========== =========

The Bank leases its main office building and certain office facilities
under operating lease agreements that expire at various times through
December 31, 2009. The Bank has an option to purchase the main office
building on or about July 15, 1994 for $960,000.

The schedule of future minimum operating lease payments as of
December 31, 1992 is summarized as follows:

Year ending December 31,

1993 $ 289,000
1994 298,000
1995 254,000
1996 254,000
1997 254,000
Thereafter 1,948,000
---------

Total minimum lease payments $ 3,297,000
=========

Aggregate rental expense amounted to approximately $330,000, $238,000,
and $221,000 for the years ended December 31, 1992, 1991, and 1990,
respectively.

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Notes to Financial Statements

(5) Income Taxes

Federal and state income tax expense have been provided in the
accompanying financial statements on a stand-alone basis as though
the Bank filed separate income tax returns. However, the Bank files a
consolidated return with Capital Bancorp, its majority stockholder. The
Bank pays the current portion of its calculated tax to or receives a
refund from Capital Bancorp.

For financial reporting purposes the Bank utilized approximately $-0-,
$70,000, and $910,000 of net operating loss carryforwards and has reflected
the related tax benefit of $-0-, $25,500, and $333,400 as an extraordinary
credit in the accompanying statements of income for the years ended
December 31, 1992, 1991, and 1990, respectively. The remaining tax expense
for 1992, 1991, and 1990 results from application of regular and
alternative minimum tax rules.

The provision for income taxes consists of the following:

1992 1991 1990
------ ------ ------

Currently payable:
Federal $ 747,240 276,200 8,500
State 118,500 73,800 100
-------- ------- ------

865,740 350,000 8,600

Deferred federal and state 36,000 3,750 -
------- ------- ------

$ 901,740 353,750 8,600
======== ======= =====

A reconciliation of income taxes based on applying the federal statutory
rate of 34 percent in 1992, 1991, and 1990, is as follows:

1992 1991 1990
------ ------ ------

Tax based on federal statutory rate $ 820,000 528,000 325,200
Effect of tax-exempt income (7,000) - (10,500)
State taxes, net of federal tax benefit 85,000 51,200 31,600
General business credits (18,190) (152,800) -
Alternative minimum tax (credit) - (20,000) 7,800
Other 21,930 (27,150) (12,100)
------ ------ ------

901,740 379,250 342,000
Extraordinary tax benefit of net
operating loss carryforward - 25,500 333,400
------- ------- -------

$ 901,740 353,750 8,600
======= ======= =====

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Notes to Financial Statements

(5) Income Taxes (continued)

The components of deferred income taxes and their tax effects are as
follows:

1992 1991 1990
------ ------ ------

$ 36,000 3,750 -
======= ===== =====

(6) Employee Benefit Plans

The Bank has adopted an employee stock ownership plan. Contributions to
the plan are determined by the Board of Directors and are not to exceed
15 percent of eligible wages. Employees become eligible for the plan
after one year of service. Benefits vest under the plan at 30 percent
after three years of service, with full vesting after seven years of
service. Contributions to the plan amounted to $50,000 for each of the years
ended December 31, 1992, 1991, and 1990, respectively.

The Bank also has a 401(k) plan whereby the Bank matches 50 percent of
employee contributions up to five percent of each participant's
compensation. Employer contributions to the plan amounted to approximately
$20,000, $17,200, and $15,700 for the years ended December 31, 1992,
1991, and 1990, respectively.

(7) Other Borrowings

Other borrowings consist of loans from the Federal Home Loan Bank of
Seattle. The borrowings require equal monthly payments of $3,188 plus
interest, have an average interest rate of 7.23 percent and mature in
2012.

(8) Acquisition

On March 19, 1992, the Bank acquired approximately 97 percent of the
outstanding common shares and all of the outstanding preferred stock of
United Bank, a single branch banking operation located in Murray, Utah.
The assets and liabilities of United Bank at the date of acquisition were
approximately $19,000,000 and $17,400,000, respectively. The acquisition
was completed through the issuance of 24,000 shares of the Bank's
$50 par value; noncumulative, nonvoting preferred stock and approximately
$800,000 in cash. The acquisition was accounted for using the purchase
method of accounting.

The dividend rate on the preferred stock is reset quarterly, at prime plus
one percent. In connection with the acquisition, options to purchase 7,917
shares of the Bank's common stock at $60 per share were granted. The
options are currently exercisable and expire on March 19, 1997. Payment
for the options shall be in cash, or the exchange of preferred stock at
par value.

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Notes to Financial Statements

(9) Contingent Liabilities and Commitments

The Bank's financial statements do not reflect various commitments and
contingent liabilities that arise in the normal course of business and that
involve elements of credit risk, interest rate risk, and liquidity risk.
These commitments and contingent liabilities are commitments to extend
credit, commitments under credit card arrangements, performance standby
letters of credit, and home equity lines of credit. A summary of the
Bank's commitments and contingent liabilities at December 31, 1992 and
1991, is as follows:

1992 1991
-------- --------

Commitments to extend credit $ 11,713,000 10,541,000
Credit card arrangements 3,182,000 2,808,000
Performance standby letters of credit 2,277,000 1,884,000
Home equity lines of credit 382,000 229,000

Commitments to extend credit are agreements to lend to a customer provided
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Because these instruments have
fixed maturity dates and because many of them expire without being
drawn upon, they do not generally present any significant liquidity risk
to the Bank. The Bank evaluates each customer's credit worthiness on a
case-by-case basis. The amount of collateral obtained is based on
management's credit evaluation of the customer. Collateral held varies but
may include accounts receivable, inventory, property, plant and
equipment, and 1-4 family residential properties.

Performance standby letters of credit are conditional commitments issued by
the Bank to guarantee the performance of a customer to a third
party. The credit risk involved in issuing letters of credit is essentially
the same as that involved in extending loans to customers. The Bank
generally holds cash equivalents as collateral supporting those commitments
for which collateral is deemed necessary.

The Bank is party to litigation and claims arising in the normal course of
business. Management, after consultation with legal counsel, believes
that the liabilities, if any, arising from such litigation and claims will
result in no material liability to the Bank.

(10) Regulatory Requirements

Regulatory authorities require that banks maintain cash balances as
reserves based on a percentage of deposits. Cash reserve requirements
were $963,000 and $730,000 at December 31, 1992 and 1991, respectively.

Effective December 31, 1992, banks are required to maintain minimum levels
of capital to risk weighted assets. The Tier 1 minimum capital
guideline is four percent and the Tier 2 minimum capital guideline is eight
percent. As of December 31, 1992, the Bank's Tier 1 risk weighted capital
ratio was 12.93 percent and its Tier 2 ratio was 14.18 percent. The
Bank's leverage ratio (Tier 1 capital to total average quarterly assets) was
7.01 percent and 6.92 percent at December 31, 1992 and 1991, respectively
(unaudited).

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Notes to Financial Statements

(11) Loans to Related Parties

The following is an analysis for the year ended December 31, 1992, of the
aggregate loans made by the Bank to directors, executive officers, or
principal shareholders of the Bank.

Balance at Balance at
December 31, New December 31,
1991 loans Repayments 1992
---------- ------ ---------- ---------

$ 206,000 68,000 92,000 182,000

D. VOTING AND MANAGEMENT INFORMATION

BANC ONE will pay the costs of preparing and printing this Prospectus and Joint
Proxy Statement and CAPITAL and CCB will bear the cost of soliciting proxies
for the CAPITAL Special Meeting and the CCB Special Meeting. Solicitation of
proxies will be made in person, by mail, or by telephone or telegraph by
present and former directors, officers and employees of CAPITAL and CCB for
which no additional compensation will be paid. CAPITAL will bear the cost of
solicitation of proxies from its stockholders. CCB will bear the cost of
solicitation of proxies from its stockholders. Copies of the form of proxy and
Notice and this Prospectus will be mailed to stockholders on or
about , 1994.

Voting

The proxy accompanying this Prospectus is solicited by the Boards of Directors
of CAPITAL and CCB and, if properly executed and returned, will be voted in
accordance with the instructions given therein. IF NO INSTRUCTIONS ARE GIVEN,
THE PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL TO APPROVE THE MERGER
AGREEMENT. Any proxy may be revoked at any time before it is voted by
furnishing CAPITAL with either written notice of revocation or a subsequently
dated proxy or appearing at the Special Meeting and electing to vote in person.

The CAPITAL and CCB Boards have fixed the close of business on February 28,
1994, as the record date for the determination of stockholders entitled to
notice of and to vote at the CAPITAL Special Meeting and the CCB Special
Meeting. As of the record date, 150,345 shares of CAPITAL Common Stock were
outstanding, each of which entitled its holder to one vote at the CAPITAL
Special Meeting. As of the record date, 132,850 shares of CCB Common Stock
were outstanding, each of which entitled its holder to one vote at the CCB
Special Meeting. The affirmative vote of a majority of the outstanding shares
of CAPITAL Common Stock entitled to vote thereon is required for approval of
the Merger Agreement. The affirmative vote of a majority of the outstanding
shares of CCB Common Stock entitled to vote thereon is required for approval of
the Consolidation Agreement.

The Directors of CAPITAL and CCB have unanimously approved the Merger Agreement
and Consolidation Agreement. Each director has indicated an intention to vote
all of his shares in favor of the Merger Agreement and CAPITAL intends to vote
its shares of CCB in favor of the Consolidation Agreement.

Rights of Dissenting Stockholders

The following summary does not purport to be a complete statement of the
procedures to be followed by CAPITAL and CCB shareholders desiring to exercise
dissenters' rights and is qualified in its entirety by reference to the
provisions of Sections 16-10a-1301 and 16-10a-1331 of the Utah Code Annotated,
the full texts of which are attached hereto as Exhibit B. As the preservation
and the exercise of dissenters' rights require strict adherence to the
provisions of these laws, each CAPITAL and CCB shareholder who might desire to
exercise such rights should review such laws carefully, timely consult his own
legal advisor and strictly adhere to the provisions thereof.

Any shareholder of CAPITAL and CCB may, as an alternative to receiving BANC ONE
Common Stock, dissent from the Merger or Consolidation, respectively, and
obtain payment of the fair value of such shareholder's shares of CAPITAL Common
Stock and CCB Common Stock pursuant to Section 16-10a-1302 and 16-10a-1303 of
the Utah Code Annotated. "Fair value" means the value of the shares
immediately before the Effective Time, excluding any appreciation or
depreciation in anticipation of the Merger, unless such exclusion would be
inequitable. A shareholder of record may assert dissenters' rights as to fewer
than all of the shares registered in such shareholder's name only if such
shareholder dissents with respect to all of the shares beneficially owned by
any one person and discloses to CAPITAL or CCB, as the case may be, the name
and address of the person or persons on whose behalf such shareholder
dissents. In that event, such shareholder's rights shall be determined as if
the shares as to which such shareholder has dissented and such other shares
were registered in the names of different shareholders. A beneficial owner of
shares who is not the record holder may assert dissenters' rights with respect
to shares held on such owner's behalf and shall be treated as a dissenting
shareholder if a written consent of the shareholder of record of such shares is
submitted at the time of or before dissenters' rights are asserted.

Any CAPITAL or CCB shareholder who wishes to dissent must file with CAPITAL or
CCB, respectively, prior to the vote on the Merger Agreement or Consolidation
Agreement, respectively, a written notice of such shareholder's intent to
demand payment of the fair value of such shareholder's shares if the Merger or
Consolidation, respectively, is effectuated. In addition, the CAPITAL or CCB
shareholder must refrain from voting in favor of the Merger Agreement or
Consolidation Agreement, respectively. A shareholder who fails to file the
notice on time or who votes in favor of the Merger Agreement will not have any
dissenters' rights. If a shareholder returns a signed proxy but does not
specify a vote against approval of the Merger Agreement or a direction to
abstain, the proxy will be voted for approval of the Merger Agreement and
Consolidation Agreement, which will have the effect of waiving that
shareholder's dissenters' rights.

If the Merger Agreement is approved by the required vote, CAPITAL will mail a
notice to all shareholders who gave a timely notice of intent to demand payment
and who did not vote in favor of the Merger Agreement. If the Consolidation
Agreement is approved by the required vote, CCB will mail a notice to all
shareholders who gave a timely notice of intent to demand payment and who did
not vote in favor of the Consolidation Agreement. These notices will state
where and when dissenting shareholders' demands for payment should be sent and
stock certificates should be deposited, and a time at least 30 days after the
mailing of the notice by which such demand and deposit must be made. A
shareholder who fails to demand payment and deposit stock certificates as
required in the notice will lose dissenters' rights.

Except as described in the following paragraph, CAPITAL and CCB are required,
immediately after the later of the Effective Time of the Merger and
Consolidation, respectively, and their receipt of the demand and stock
certificate in accordance with their notices, to send to the dissenting
shareholder a check in the amount of their estimate of the fair value of the
dissenter's shares, plus interest from the Effective Time, and certain
financial information concerning CAPITAL or CCB, respectively. If CAPITAL or
CCB fails to make this payment, or if the dissenting shareholder believes that
the amount remitted is less than the fair value of such shareholder's shares or
that the interest is not correctly determined, such shareholder may object
within 30 days after CAPITAL or CCB mails the payment, by mailing to CAPITAL or
CCB such shareholder's own estimate of the fair value of such shares or of the
interest and a demand (a "Demand") for payment of the deficiency. If a Demand
is not so mailed, the dissenting shareholder is entitled to no more than the
amount initially sent by CAPITAL or CCB.

Notwithstanding the foregoing, CAPITAL may elect to withhold payment from any
dissenter with respect to shares of which the dissenter or the person on whose
behalf the dissenter acts was not the beneficial owner on August 11, 1993, the
date of the first announcement to news media of the terms of the Merger and
Consolidation. After the Effective Time of the Merger and Consolidation,
respectively, CAPITAL and CCB are required to furnish to such dissenters a
statement of its estimate of the fair value of the shares and the rate of
interest (and the basis for the proposed rate of interest) with an offer to pay
that amount. If the dissenter does not accept these amounts, the dissenter
must mail an estimate and demand for payment (also a "Demand") within 30 days
after the date of mailing of CAPITAL or CCB's offer. Otherwise, the dissenting
shareholder is entitled to no more than CAPITAL or CCB's offer.

Within 60 days after any Demand is submitted by a shareholder, if the Demand
remains unsettled, CAPITAL or CCB is required to file in an appropriate court
in Utah a petition requesting that the fair value of the shares and the
interest be determined by the court. All dissenting shareholders making such
demand, wherever residing, shall be parties to the proceedings. All dissenting
shareholders who are made parties to the petition are entitled to judgment for
the amount by which the fair value of their shares is found to exceed the
amount previously sent to them, with interest. If CAPITAL or CCB fails to file
a petition as required, each dissenting shareholder who has made a demand and
who has not already settled such shareholder's claim against CAPITAL or CCB
shall be paid by CAPITAL or CCB the amount previously demanded by such
shareholder with interest. The costs and expenses of any such court
proceedings will be assessed against CAPITAL or CCB except that the court may
assess any part of those costs and expenses against dissenters who are parties
to the proceedings and whose action in demanding supplemental payment the court
finds to be arbitrary, vexatious or not in good faith. Fees and expenses of
counsel and experts for the respective parties may be assessed as the court
deems equitable against CAPITAL or CCB and in favor of any or all dissenters if
CAPITAL or CCB fails to comply substantially with the statutory requirements
and may be assessed against either CAPITAL or CCB or a dissenter in favor of
any other party, if the court finds that party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously or not in good faith. If
the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated and should not be
assessed against CAPITAL or CCB, it may award to the counsel reasonable fees to
be paid out of the amounts awarded to the dissenters who were benefitted.
Shareholders considering exercising dissenters' rights should bear in mind that
the fair value of their stock determined under Sections 16-10a-1328 and
16-10a-1330 of the Utah Code Annotated could be more than, the same as, or less
than the value of the consideration they will receive pursuant to the Merger
Agreement and Consolidation Agreement if they do not exercise dissenters'
rights, and that investment banking opinions as to fairness are not necessarily
opinions as to fair value under Sections 16-10a-1328 and 16-10a-1330 of the
Utah Annotated Code.

Management and Principal Shareholders of BANC ONE

Information concerning the directors and executive officers of BANC ONE,
compensation of directors and executive officers of BANC ONE and any related
transactions in which they have an interest, together with information related
to principal shareholders of BANC ONE, is set forth in BANC ONE's Proxy
Statement, dated March 11, 1993, incorporated herein by reference to BANC ONE's
Annual Report on Form 10-K for the year ended December 31, 1992. See
"Incorporation by Reference."

MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF
CAPITAL AND CCB

The names and ages of the present directors and executive officers of CAPITAL
and CCB, their business experience during the last five years and certain other
information, together with their ownership of stock as of December 31, 1993,
are set forth in the following table:

Name, Year of Birth, Year Principal Occupations Annual Shares of
Became Director & Positions for Past Five Years Amount CAPITAL
& Offices w/CAPITAL or CCB & Other Information Income and CCB

Norton Parker -- 1926 Banking $156,000 18,853
Director Capital -- 1980 600 3,079
Director CCB -- 1977 4,800
Chairman Capital
Chairman & President CCB

John M. Rapp -- 1928 Retired
Director Capital -- 1980 600 12,809
Director CCB -- 1977 4,800 56

Carman E. Kipp -- 1927 Attorney
Director Capital -- 1980 600 12,524
Director CCB -- 1977 4,800 52

Martin T. Hart -- 1936 Investments
Director Capital -- 1980 600 12,809
52

G. Mitchell Morris -- 1920 Travel Industry
Director Capital -- 1980 Consultant 600 12,809
Director CCB -- 1977 4,800 52

Ray S. Robinson -- 1926 Building Products
Director Capital -- 1980 600 8,838
Director CCB -- 1977 4,800 58

McNeil S. Fiske -- 1934 President, MacCourt Products
Director Capital -- 1980 600 7,721
Director CCB -- 1977 4,800 52

Michael A. Allem -- 1942 Banking 95,000
Director Capital -- 1986 600 7,242
Director CCB -- 1986 4,800 1,211
Senior Executive
Vice President CCB

Donald E. Foulger -- 1928 Equipment Broker
Director Capital -- 1980 600 5,731
50

Charles Ehin -- 1935 Professor of Business
Director CCB -- 1990 4,800 50

Allen C. Barbieri -- 1958 Banking/Savings & Loan
President Capital 70,000

Ronald Leatham -- 1952 Banking
Senior Vice President CCB 56,000

Kent R. Jones -- 1962 Banking/Public Accounting
Chief Financial Officer CCB 57,000

EXHIBIT A

GERRISH & MCCREARY, P.C.
Attorneys
Washington Square
222 Second Avenue North, Suite 424
Nashville, Tennessee 37201

February 11, 1994

Shareholders of Capital Bancorp

Capital Bancorp
2200 South State Street
Salt Lake, Utah 84115

Banc One Corporation
100 East Broad Street
Columbus, Ohio 43271-0152

Ladies and Gentlemen:

You have requested our opinion as to certain federal income tax consequences
resulting from the merger of Capital Bancorp ("Capital") with and into Banc One
Arizona Corporation ("Banc One Arizona") as set forth and more fully described
in the Agreement and Plan of Merger between Capital and Banc One Arizona and
joined in by Banc One CORPORATION ("Banc One"), dated September 17, 1993, as
amended (the "Agreement") including exhibits attached thereto.

We have acted as special counsel to Capital with respect to the merger of
Capital into Banc One Arizona (the "Holding Company Merger"). In this
capacity, we have examined the Agreement and the Registration Statement (Form
S-4) pursuant to which Banc One is issuing additional shares of its common
stock, without par value, to the stockholders of Capital pursuant to the merger
of Capital with and into Banc One Arizona. All capitalized terms used herein
shall, except where the context indicates otherwise, be deemed to have the
meanings assigned to such terms in the Registration Statement and the Agreement.

In reaching our opinion, we have relied on certain representations made by the
management of Banc One, Banc One Arizona, and Capital Bancorp, including the
representations and warranties and undertakings in the Agreement, and have
examined such documents, records and other instruments as we have deemed
necessary or appropriate, including, without limitations, the Registration
Statement and the Agreement. We have assumed that Banc One has previously been
and will be in the future maintained and operated in conformance with the laws
of the State of Ohio and the terms of the aforementioned documents. We have
also assumed that Banc One Arizona has previously been and will be in the
future maintained and operated in conformance with the laws of the State of
Arizona and the terms of the aforementioned documents.

Banc One is a registered bank holding company organized and existing under the
laws of the State of Ohio. Banc One has authorized capital stock consisting of
635,000,000 shares consisting of 600,000,000 shares of common stock without par
value ("Banc One Common Stock") of which 341,965,620 shares were issued and
outstanding at September 17, 1993 and 35,000,000 shares of preferred stock of
which 5,000,000 were issued and outstanding as of such date. Up to 4,405,854
shares of Banc One Common Stock are subject to options. It is anticipated that
not more than approximately 353,461 shares of Banc One Common Stock will be
issued pursuant to the Holding Company Merger. In addition, it is anticipated
that not more than approximately 80,389 shares of Banc One Common Stock will be
issued in connection with the Merger of Capital City Bank with and into Bank
One, Utah, N.A. (the "Bank Merger").

Capital is a bank holding company duly organized and existing under the laws of
the State of Utah and has authorized capital stock consisting of 200,000 shares
of common stock, par value $10.00 per share ("Capital Common Stock"), of which
150,345 shares are issued and outstanding and 2,805 of which are shares of
treasury stock owned by Capital.

Banc One Arizona is an Arizona corporation duly organized and existing under
the laws of the State of Arizona. Banc One owns 100% of the outstanding shares
of stock of Banc One Arizona.

Other than noted above, there are no outstanding securities or obligations
which are convertible into shares of stock or options, warrants, rights, calls
or any other commitments of any nature relating to the unissued shares of Banc
One, Capital, or Banc One Arizona.

Pursuant to the Agreement at the Effective Date of the Merger, the following
transactions will be consummated:

1. Capital shall merge with and into Banc One Arizona whereby each
share of $10.00 par value Capital Common Stock issued and
outstanding, other than shares whose holders have perfected their
rights to dissent from the Merger, shall be converted into and
exchanged for up to 353,461 shares of newly issued Banc One Common
Stock without par value. Banc One Arizona shall survive the
Merger and the former stockholders of Capital shall become
stockholders of Banc One. No fractional shares of Banc One Common
Stock shall be issued. The former Capital stockholders entitled
to fractional shares of Banc One Common Stock shall be paid cash
by Banc One for such fractional shares, the value of which shall
be computed by multiplying the fraction thereof by the "Average
Price" of Banc One Common Stock. The "Banc One Average Price" is
the average of the daily market price of Banc One Common Stock
during a ten (10) day period preceding the Effective Time of the
Merger as set forth in Section 7(a) of the Agreement.

2. The Merger is subject to various conditions including, among
others, approval by a majority of the stockholders of Capital at
the Capital Special Meeting and approval by all applicable
regulatory authorities.

This opinion is conditioned on the following assumptions and representations
being made by the management of Banc One, Banc One Arizona and Capital in
connection with the Merger transaction at or before closing:

1. The Merger shall be consummated pursuant to and in accordance with
the Agreement.

2. The fair market value of newly issued Banc One Common Stock
without par value to be received by Capital stockholders will be,
in each instance, approximately equal to the fair market value of
the Capital Common Stock to be surrendered in exchange therefor.

3. After consummation of the Merger transaction, Banc One Arizona
will continue its historical business in a substantially unchanged
manner.

4. The management of Capital knows of no plan or intention by the
stockholders of Capital who own 5% or more of the Capital Common
Stock or on the part of the remaining stockholders of Capital to
sell or otherwise dispose of a number of shares of Banc One Common
Stock to be received in the Merger transaction that would reduce
the Capital stockholders' ownership of Banc One Common Stock to a
number of shares having a value as of the date of the Merger, of
less than fifty (50) percent of the value of the formerly
outstanding Capital Common Stock as of the same date. For
purposes of this representation, shares of Capital Common Stock
exchanged for cash or other property, surrendered by dissenters or
exchanged for cash in lieu of fractional shares of Banc One Common
Stock will be treated as outstanding Capital Common Stock on the
date of the transaction. Moreover, shares of Capital Common Stock
and shares of Banc One Common Stock held by Capital stockholders
and otherwise sold, redeemed, or disposed of prior or subsequent
to the merger transaction will be considered in making this
representation.

5. Banc One Arizona will acquire at least 90% of the fair market
value of the net assets and at least 70% of the fair market value
of the gross assets held by Capital immediately prior to the
Effective Date of the Merger. For purposes of this
representation, amounts paid by Capital to dissenters, amounts
paid by Capital to stockholders who receive cash or other
property, Capital assets used to pay its reorganization expenses,
and all redemptions and other distributions (except for regular,
normal dividends) made by Capital immediately preceding the
transfer, will be included as assets of Capital held immediately
prior to the transaction.

6. Prior to the transaction, Banc One will be in control of Banc One
Arizona within the meaning of Section 268(c) of the Internal
Revenue Code.

7. Following the transaction, Banc One Arizona will not issue
additional shares of its stock that would result in Banc One
losing control of Banc One Arizona within the meaning of Section
368(c) of the Code.

8. Banc One has no plan or intention to reacquire any of its stock
issued in this transaction.

9. Banc One has no plan or intention to liquidate Banc One Arizona,
to merge Banc One Arizona with and into another corporation, to
sell or otherwise dispose of the stock of Banc One Arizona or to
cause Banc One Arizona to sell or otherwise dispose of any of the
assets of Capital acquired in the transaction, except for
dispositions made in the ordinary course of business or transfers
described in Section 368(a)(2)(c) of the Code.

10. The liabilities of Capital assumed by Banc One Arizona and the
liabilities to which the transferred assets of Capital are subject
were incurred by Capital in the ordinary course of its business.

11. Following the transaction, Banc One Arizona will continue the
historic business of Capital or use a significant portion of
Capital's historical business assets in its business.

12. Each Party to the Agreement will pay its own expenses incurred in
connection with the Merger including the cost of soliciting
proxies for the Capital Special Meeting. Printing costs and
expenses incurred in connection with the Proxy
Statement/Prospectus and the associated Banc One Registration
Statement to be filed with the Securities and Exchange Commission
of which the Proxy Statement/Prospectus forms a part will be paid
by Banc One and/or Banc One Arizona.

If the Merger is not consummated for any reason, except if one
Party breaches the agreement, Banc One and Capital each agree to
pay the expenses arising from the negotiation and preparation of,
and filings and solicitations with respect to the Agreement and
the transactions contemplated by such Agreement as follows: Each
party will pay its own expenses, except that Banc One will pay the
costs of printing the proxy material.

13. There is no intercorporate indebtedness existing between Banc One
and Capital or between Banc One Arizona and Capital that was
issued, acquired, or will be settled at a discount.

14. No two parties to the transaction are investment companies as
defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.

15. Capital, Banc One or Banc One Arizona is not under the
jurisdiction of a court in a Title 11 or similar case within the
meaning of Section 368(a)(3)(A) of the Code.

16. The fair market value of the assets of Capital transferred to Banc
One Arizona will equal or exceed the sum of the liabilities
assumed by Banc One Arizona, plus the amount of liabilities, if
any, to which the transferred assets are subject.

17. No stock of Banc One Arizona will be issued in the transaction.

18. None of the compensation received by any stockholder-employee of
Capital will be separate consideration for, or allocable to, any
of their shares of Capital stock; none of the shares of Banc One
stock received by any stockholder-employee will be separate
consideration for, or allocable to, any employment agreement; and
the compensation paid to any stockholder- employee will be for
services actually rendered and will be commensurate with amounts
paid to third parties bargaining at arm's-length for similar
services.

Based solely on the information submitted and on the representations set forth
above our opinion is as follows:

1. Provided the proposed merger of Capital with and into Banc One
Arizona qualifies under Utah and Arizona law, the acquisition by
Banc One Arizona of substantially all of the assets of Capital
solely in exchange for Banc One Common Stock and the assumption by
Banc One Arizona of the liabilities, will qualify as a
reorganization under the provisions of Sections 368(a)(1)(A) and
368(a)(2)(D) of the Internal Revenue Code. For purposes of this
opinion, "substantially all" means at least 90% of the fair market
value of the net assets and at least 70% of the fair market value
of the gross assets of Capital held immediately prior to the
proposed transaction. Capital, Banc One and Banc One Arizona will
each be "a party to a reorganization" within the meaning of
Section 368(b).

2. No gain or loss will be recognized by Capital upon the transfer of
substantially all of its assets to Banc One Arizona in exchange
for Banc One Common Stock and the assumption of Capital's
liabilities by Banc One Arizona (Sections 361 and 357(a)).

3. No gain or loss will be recognized by either Banc One or Banc One
Arizona upon the acquisition by Banc One Arizona of substantially
all of the assets of Capital in exchange for Banc One's Common
Stock and the assumption of Capital's liabilities (Rev. Rul.
57-278, 1957-1 C.B. 124).

4. The federal income tax basis of the assets of Capital acquired by
Banc One Arizona will be the same in the hands of Banc One Arizona
as the basis of such assets in the hands of Capital immediately
prior to the exchange (Section 362(b)).

5. The basis of the Banc One Arizona Common Stock in the hands of
Banc One will be increased by an amount equal to the basis of the
Capital assets in the hands of Banc One Arizona and decreased by
the sum of the amount of the liabilities of Capital assumed by
Banc One Arizona and the amount of liabilities to which the assets
of Capital are subject.

6. The holding period of the assets of Capital received by Capital
will, in each instance, include the period for which such assets
were held by Capital (Section 1223(2)).

7. No gain or loss will be recognized to the stockholders of Capital
upon the exchange of Capital stock solely for Banc One Common
Stock (Section 354(a)(1).

8. The basis of the Banc One Common Stock received by the
stockholders of Capital will be the same as the basis of the
Capital stock surrendered in exchange therefor (Section 358(a)(1)).

9. The holding period of the Banc One Common Stock received by the
stockholders of Capital will include the period during which
Capital stock surrendered therefor was held, provided the stock of
Capital is a capital asset in the hands of the stockholders of
Capital on the date of the exchange (Section 1223(1)).

10. As provided by Section 381(c)(2) of the Code and Section
1.381(c)(2)-1 of the Income Tax Regulations, Banc One Arizona will
succeed to and take into account the earnings and profits, or
deficit in earnings and profits, of Capital as of the date of
transfer. Any deficit in the earnings and profits of Capital or
Banc One Arizona will be used only to offset the earnings and
profits accumulated after the date of transfer.

11. Where a dissenting Capital stockholder receives cash in exchange
for his or her stock, such cash will be treated as having been
received by the stockholder as a distribution in redemption of his
or her stock subject to the provisions and limitations of Section
302 of the Code. Rev. Rul. 74-515, 1974-2 C.B. 118.

No opinion in expressed about the tax treatment of the Merger transaction under
other provisions of the Code and regulations or about the federal income tax or
state income tax treatment of any conditions existing at the time of, or other
tax consequences resulting from the Merger transaction that are not
specifically covered above.

No opinion is expressed herein with regard to the tax treatment of the merger
of Capital City Bank into Bank One, Utah, N.A.

This opinion is addressed only to you and concerns only the transaction
described above. This opinion may be relied upon only by Capital, Banc One,
Banc One Arizona and the stockholders of Capital.

We consent to the inclusion of this opinion in the Registration Statement (Form
S-4) of Banc One relating to the Merger and to the reference to our firm under
the caption "Legal Matters" in the Prospectus/Proxy Statement which is part of
the Registration Statement.

Very truly yours,

GERRISH & McCREARY, P.C.

GERRISH & MCCREARY, P.C.

EXHIBIT B

Utah Code Annotated

Part 13
DISSENTERS' RIGHTS

16-10a-1301. Definitions.

For purposes of Part 13:

(1) "Beneficial shareholder" means the person who is a beneficial
owner of shares held in a voting trust or by a nominee as the
record shareholder.

(2) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action, or the survivor or acquiring
corporation by merger or share exchange of that issuer.

(3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 16-10a-1302 and who exercises that
right when and in the manner required by Sections 16-10a-1320
through 16-10a-1328.

(4) "Fair Value" with respect to a dissenter's shares, means the value
of the shares immediately before the effectuation of the corporate
action to which the dissenter objects, excluding any appreciation
or depreciation in anticipation of the corporate action.

(5) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the statutory rate set forth
in Section 15-1-1, compounded annually.

(6) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner
of shares that are registered in the name of a nominee to the
extent the beneficial owner is recognized by the corporation as
the shareholder as provided in Section 16-10a-723.

(7) "Shareholder" means the record shareholder or the beneficial
shareholder.

16-10a-1302. Rights to dissent.

(1) A shareholder, whether or not entitled to vote, is entitled to
dissent from, and obtain payment of the fair value of shares held
by him in the event of, any of the following corporate actions:

(a) consummation of a plan of merger to
which the corporation is a party if:

(i) shareholder
approval is
required for the
merger by Section
16-10a-1103 or
the articles of
incorporation; or

(ii) the corporation
is a subsidiary
that is merged
with its parent
under Section
16-10a-1104;

(b) consummation of a plan of share
exchange to which the corporation is a
party as the corporation whose shares
will be acquired;

(c) consummation of a sale, lease,
exchange, or other disposition of all,
or substantially all, of the property
of the corporation for which a
shareholder vote is required under
Subsection 16-10a-1202(1), but not
including a sale for cash pursuant to a
plan by which all or substantially all
of the net proceeds of the sale will be
distributed to the shareholders within
one year after the date of sale; and

(d) consummation of a sale, lease,
exchange, or other disposition of all,
or substantially all, of the property
of an entity controlled by the
corporation if the shareholders of the
corporation were entitled to vote upon
the consent of the corporation to the
disposition pursuant to Subsection
16-10a-1202(2).

(2) A shareholder is entitled to dissent and obtain payment of the
fair value of his shares in the event of any other corporate
action to the extent the articles of incorporation, bylaws, or a
resolution of the board of directors so provides.

(3) Notwithstanding the other provisions of this part, except to the
extent otherwise provided in the articles of incorporation,
bylaws, or a resolution of the board of directors, and subject to
the limitations set forth in Subsection (4), a shareholder is not
entitled to dissent and obtain payment under Subsection (1) of the
fair value of the shares of any class or series of shares which
either were listed on a national securities exchange registered
under the federal Securities Exchange Act of 1934, as amended, or
on the National Market System of the National Association of
Securities Dealers Automated Quotation System, or were held of
record by more than 2,000 shareholders, at the time of:

(a) the record date fixed under Section
16-10a-707 to determine the
shareholders entitled to receive notice
of the shareholders' meeting at which
the corporate action is submitted to a
vote;

(b) the record date fixed under Section
16-10a-704 to determine shareholders
entitled to sign writings consenting to
the proposed corporate action; or

(c) the effective date of the corporate
action if the corporate action is
authorized other than by a vote of
shareholders.

(4) The limitation set forth in Subsection (3) does not apply if the
shareholder will receive for his shares, pursuant to the corporate
action, anything except:

(a) shares of the corporation surviving the
consummation of the plan of merger or
share exchange;

(b) shares of a corporation which at the
effective date of the plan of merger or
share exchange either will be listed on
a national securities exchange
registered under the federal Securities
Exchange Act of 1934, as amended, or on
the National Market System of the
National Association of Securities
Dealers Automated Quotation System, or
will beheld of record by more than
2,000 shareholders;

(d) any combination of the shares described
in Subsection (4), or cash in lieu of
fractional shares.

(5) A shareholder entitled to dissent and obtain payment for his
shares under this part may not challenge the corporate action
creating the entitlement unless the action is unlawful or
fraudulent with respect to him or to the corporation.

16-10a-1303. Dissent by nominees and beneficial owners.

(1) A record shareholder may assert dissenters' rights as to fewer
than all the shares registered in his name only if the shareholder
dissents with respect to all shares beneficially owned by any one
person and causes the corporation to receive written notice which
states the dissent and the name and address of each person on
whose behalf dissenters' rights are being asserted. The rights of
a partial dissenter under this subsection are determined as if the
shares as to which the shareholder dissents and the other shares
held of record by him were registered in the names of different
shareholders.

(2) A beneficial shareholder may assert dissenters' rights as to
shares held on his behalf only if:

(a) the beneficial shareholder causes the
corporation to receive the record
shareholder's written consent to the
dissent not later than the time the
beneficial shareholder asserts
dissenters' rights; and

(b) the beneficial shareholder dissents
with respect to all shares of which he
is the beneficial shareholder.

(3) The corporation may require that, when a record shareholder
dissents with respect to the shares held by any one or more
beneficial shareholders, each beneficial shareholder must certify
to the corporation that both he and the record shareholders of all
shares owned beneficially by him have asserted, or will timely
assert, dissenters' rights as to all the shares unlimited on the
ability to exercise dissenters' rights. The certification
requirement must be stated in the dissenters' notice given
pursuant to Section 16-10a-1322.

16-10a-1320. Notice of dissenters' rights.

(1) If a proposed corporate action creating dissenters' rights under
Section 16-10a-1302 is submitted to a vote at a shareholders'
meeting, the meeting notice must be sent to all shareholders of
the corporation as of the applicable record date, whether or not
they are entitled to vote at the meeting. The notice shall state
that shareholders are or may be entitled to assert dissenters'
rights under this part. The notice must be accompanied by a copy
of this part and the materials, if any that under this chapter are
required to be given the shareholders entitled to vote on the
proposed action at the meeting. Failure to give notice as
required by this subsection does not affect any action taken at
the shareholders' meeting for which the notice was to have been
given.

(2) If a proposed corporate action creating dissenters' rights under
Section 16-10a-1302 is authorized without a meeting of
shareholders pursuant to Section 16-10a-704, any written or oral
solicitation of a shareholder to execute a written consent to the
action contemplated by Section 16-10a-704 must be accompanied or
preceded by a written notice stating that shareholders are or may
be entitled to assert dissenters' rights under this part, by a
copy of this part, and by the materials, if any, that under this
chapter would have been required to be given to shareholders
entitled to vote on the proposed action if the proposed action
were submitted to a vote at a shareholders' meeting. Failure to
give written notice as provided by this subsection does not affect
any action taken pursuant to Section 16-10a-704 for which the
notice was to have been given.

16-10a-1321. Demand for payment--Eligibility and notice of intent.

(1) If a proposed corporate action creating dissenters' rights under
Section 16-10a-1302 is submitted to a vote at a shareholders'
meeting, a shareholder who wishes to assert dissenters' rights:

(a) must cause the corporation to receive,
before the vote is taken, written
notice of his intent to demand payment
for shares if the proposed action is
effectuated; and

(b) may not vote any of his shares in favor
of the proposed action.

(2) If a proposed corporate action creating dissenters' rights under
Section 16-10a-1302 is authorized without a meeting of
shareholders pursuant to Section 16-10a-704, a shareholder who
wishes to assert dissenters' rights may not execute a writing
consenting to the proposed corporate action.

(3) In order to be entitled to payment for shares under this part,
unless otherwise provided in the articles of incorporation,
bylaws, or a resolution adopted by the board of directors, a
shareholder must have been a shareholder with respect to the
shares for which payment is demanded as of the date the proposed
corporate action creating dissenters' rights under Section
16-10a-1302 is approved by the shareholders, if shareholder
approval is required, or as of the effective date of the corporate
action if the corporate action is authorized other than by a vote
of shareholders.

(4) A shareholder who does not satisfy the requirements of Subsections
(1) through (3) is not entitled to payment for shares under this
part.

16-10a-1322. Dissenters' notice.

(1) If proposed corporate action creating dissenters' rights under
Section 16-10a-1302 is authorized, the corporation shall give a
written dissenters' notice to all shareholders who are entitled to
demand payment for their shares under this part.

(2) The dissenters' notice required by Subsection (1) must be sent no
later than ten days after the effective date of the corporate
action creating dissenters' rights under Section 16-10a-1302, and
shall:

(a) state that the corporate action was
authorized and the effective date or
proposed effective date of the
corporate action;

(b) state an address at which the
corporation will receive payment
demands and an address at which
certificates for certified shares must
be deposits;

(c) inform holders of uncertified shares to
what extent transfer of the shares will
be restricted after the payment demand
is received;

(d) supply a form for demanding payment,
which form requests a dissenter to
state an address to which payment is to
be made;

(e) set a date by which the corporation
must receive the payment demand and by
which certificates for certificated
shares must be deposited at the address
indicated in the dissenters' notice,
which dates may not be fewer than 30
nor more than 70 days after the date
the dissenters' notice required by
Subsection (1) is given;

(f) state the requirement contemplated by
Subsection 16-10a-1303(3), if the
requirement is imposed; and

(g) be accompanied by a copy of this part.

16-10a-1323. Procedure to demand payment.

(1) A shareholder who is given a dissenters' notice described in
Section 16-10a-1322, who meets the requirements of Section
16-10a-1321, and wishes to assert dissenters' rights must, in
accordance with the terms of the dissenters' notice:

(a) cause the corporation to receive a
payment demand, which may be the
payment demand form contemplated in
Subsection 16-10a-1322(2)(d), duly
completed, or may be stated in another
writing.

(b) deposit certificates for his
certificated shares in accordance with
the terms of the dissenters' notice; and

(c) if required by the corporation in the
dissenters' notice described in Section
16-10a-1322, as contemplated by Section
16-10a-1327, certify in writing, in or
with the payment demand, whether or not
he or the person on whose behalf he
asserts dissenters' rights acquired
beneficial ownership of the shares
before the date of the first
announcement to news media or to
shareholders of the terms of the
proposed corporate action creating
dissenters' rights under Section
16-10a-1302.

(2) A shareholder who demands payment in accordance with Subsection
(1) retains all rights of a shareholder except the right to
transfer the shares until the effective date of the proposed
corporate action giving rise to the exercise of dissenters' rights
and has only the right to receive payment for the shares after the
effective date of the corporate action.

(3) A shareholder who does not demand payment and deposit share
certificates as required, by the date or dates set in the
dissenters' notice, is not entitled to payment for shares under
this part.

16-10a-1324. Uncertificated shares.

(1) Upon receipt of a demand for payment under Section 16-10a-1323
from a shareholder holding uncertificated shares, and in lieu of
the deposit of certificates representing the shares, the
corporation may restrict the transfer of the shares until the
proposed corporate action is taken or the restrictions are
released under Section 16-10a-1326.

(2) In all other respects, the provisions of Section 16-10a-1323 apply
to shareholders who own uncertified shares.

16-10a-1325. Payment.

(1) Except as provided in Section 16-10a-1327, upon the later of the
effective date of the corporate action creating dissenters' rights
under Section 16-10a-1302, and receipt by the corporation of each
payment demand pursuant to Section 16-10a-1323, the corporation
shall pay the amount the corporation estimates to be the fair
value of the dissenter's shares, plus interest to each dissenter
who has complied with Section 16-10a-1323, and who meets the
requirements of Section 16-10a-1321, and who has not yet received
payment.

(2) Each payment made pursuant to Subsection (1) must be accompanied
by:

(a) (i) (A) the corporation's balance sheet as of the end of its
most recent fiscal year, or if not available, a
fiscal year ending not more than 16 months before
the date of payment;

(B) an income statement for that year;

(C) a statement of changes in shareholders' equity for
that year and a statement of cash flow for that
year, if the corporation customarily provides such
statements to shareholders; and

(D) the latest available interim financial statements,
if any;

(ii) the balance sheet and statements referred to in
Subsection (i) must be audited if the corporation
customarily provides audited financial statements
to shareholders;

(b) a statement of the corporation's
estimate of the fair value of the
shares and the amount of interest
payable with respect to the shares;

(d) a copy of this part.

16-10a-1326. Failure to take action.

(1) If the effective date of the corporate action creating dissenters'
rights under Section 16-10a-1302 does not occur within 60 days
after the date set by the corporation as the date by which the
corporation must receive payment demands as provided in Section
16-10a-1322, the corporation shall return all deposits
certificates and release the transfer restrictions imposed on
uncertificated shares, and all shareholders who submitted a demand
for payment pursuant to Section 16-10a-1323 shall thereafter have
all rights of a shareholder as if no demand for payment had been
made.

(2) If the effective date of the corporate action creating dissenters'
rights under Section 16-10a-1302 occurs more than 60 days after
the date set by the corporation as the date by which the
corporation must receive payment demands as provided in Section
16-10a-1322, then the corporation shall send a new dissenters'
notice, as provided in Section 16-10a-1322, and the provisions of
Sections 16-10a-1323 through 16-10a-1328 shall again be applicable.

16-10a-1327. Special provisions relating to shares acquired after announcement
of proposed corporate action.

(1) A corporation may, with the dissenters' notice given pursuant to
Section 16-10a-1322, state the date of the first announcement to
news media or to shareholders of the terms of the proposed
corporate action creating dissenters' rights under Section
16-10a-1302 and state that a shareholder who asserts dissenters'
rights must certify in writing, in or with the payment demand,
whether or not he or the person on whose behalf he asserts
dissenters' rights acquired beneficial ownership of the shares
before that date. With respect to any dissenter who does not
certify in writing, in or with the payment demand that he or the
person on whose behalf the dissenters' rights are being asserted,
acquired beneficial ownership of the shares before that date, the
corporation may, in lieu of making the payment provided in Section
16-10a-1325, offer to make payment if the dissenter agrees to
accept it in full satisfaction of his demand.

(2) An offer to make payment Subsection (1) shall include or be
accompanied by the information required by Subsection
16-10a-1325(2).

16-10a-1328. Procedure if shareholder dissatisfied with payment or offer.

(1) A dissenter who has not accepted an offer made by a corporation
under Section 16-10a-1327 may notify the corporation in writing of
his own estimate of the fair value of his shares and demand
payment of the estimated amount, plus interest, less any payment
made under Section 16-10a-1325; if:

(a) the dissenter believes that the amount
paid under Section 16-10a-1325 or
offered under Section 16-10a-1327 is
less than the fair value of the shares;

(b) the corporation fails to make payment
under Section 16-10a-1325 within 60
days after the date set by the
corporation as the date by which it
must receive the payment demand; or

(c) the corporation, having failed to take
the proposed corporate action creating
dissenters' rights, does not return the
deposited certificates or release the
transfer restrictions imposed on
uncertificated shares as required by
Section 16-10a-1326.

(2) A dissenter waives the right to demand payment under this section
unless he causes the corporation to receive the notice required by
Subsection (1) within 30 days after the corporation made or
offered payment for his shares.

16-10a-1330. Judicial appraisal of shares -- Court action.

(1) If a demand for payment under Section 16-10a-1328 remains
unresolved, the corporation shall commence a proceeding within 60
days after receiving the payment demand contemplated by Section
16-10a-1328, and petition the court to determine the fair value of
the shares and the amount of interest. If the corporation does
not commence the proceeding within the 60-day period, it shall pay
each dissenter whose demand remains unresolved the amount demanded.

(2) The corporation shall commence the proceeding described in
Subsection (1) in the district court of the county in this state
where the corporation's principal office, or if it has no
principal office in this state, the county where its registered
office is located. If the corporation is a foreign corporation
without a registered office in this state, it shall commence the
proceeding in the county in this state where the registered office
of the domestic corporation merged with, or whose shares were
acquired by, the foreign corporation was located.

(3) The corporation shall make all dissenters who have satisfied the
requirements of Sections 16-10a-1321, 16-10a-1323, and
16-10a-1328, whether or not they are residents of this state whose
demands remain unresolved, parties to the proceeding commenced
under Subsection (2) as an action against their shares. All such
dissenters who are named as parties must be served with a copy of
the petition. Service on each dissenter may be by registered or
certified mail to the address stated in his payment demand made
pursuant to Section 16-10a-1328. If no address is stated in the
payment demand, service may be made at the address stated in the
payment demand given pursuant to Section 16-10a-1323. If no
address is stated in the payment demand, service may be made at
the address shown on the corporation's current record of
shareholders for the record shareholder holding the dissenter's
shares. Service may also be made otherwise as provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced
under Subsection (2) is plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and
recommend decision on the question of fair value. The appraisers
have the powers described in the order appoint them, or in any
amendment to it. The dissenters are entitled to the same
discovery rights as parties in other civil proceedings.

(5) Each dissenter made a party to the proceeding commenced under
Subsection (2) is entitled to judgment:

(a) for the amount, if any, by which the
court finds that the fair value of his
shares, plus interest, exceeds the
amount paid by the corporation pursuant
to Section 16-10a-1325; or

(b) for the fair value, plus interest, of
the dissenter's after-acquired shares
for which the corporation elected to
withhold payment under Section
16-10a-1327.

16-10a-1331. Court costs and counsel fees.

(1) The court in an appraisal proceeding commenced under Section
16-10a-1330 shall determine all costs of the proceeding, including
the reasonable compensation and expenses of appraisers appointed
by the court. The court shall assess the costs against the
corporation, except that the court may assess costs against all or
some of the dissenters, in amounts the court finds equitable, to
the extent the court finds that the dissenters acted arbitrarily,
vexatiously, or not in good faith in demanding payment under
Section 16-10a-1328.

(2) The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds
equitable:

(a) against the corporation and in favor of
any or all dissenters if the court
finds the corporation did not
substantially comply with the
requirements of Section 16-10a-1320
through 16-10a-1328; or

(b) against either the corporation or one
or more dissenters, in favor of any
other party, if the court finds that
the party against whom the fees and
expenses are assessed acted
arbitrarily, vexatiously, or not in
good faith with respect to the rights
provided by this part.

(3) If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly
situated, and that the fees for those services should not be
assessed against the corporation, the court may award to those
counsel reasonable fees to be paid out of the amounts awarded the
dissenters who were benefited.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Officers and Directors.

Section 1701.13(E) of the Ohio General Corporation Law sets forth provisions
which define the extent to which a corporation may indemnify directors,
officers, and employees. Those provisions have been adopted by the Registrant
in Article V of Registrant's Code of Rights. Article V provides for the
indemnification or the purchase of insurance for the benefit of the directors,
officers, employees and agents of the Registrant in the event such persons are
subject to legal action as a result of actions in their capacities as
directors, officers, employees or agents of the Registrant. Registrant has
entered into indemnification agreements with its directors and executive
officers that provide for indemnification unless the indemnitee's conduct is
finally adjudged by a court to be knowingly fraudulent, deliberately dishonest
or willful misconduct. Registrant indemnifies other officers, employees or
agents provided such persons acted in good faith and in a manner which they
reasonably believed to be in or not opposed to the best interest of the
Registrant or, with respect to criminal actions, had no reason to believe was
unlawful.

Item 21. Exhibits and Financial Statement Schedules.

The following exhibits are filed herewith except those indicated which have
been filed previously as shown below and which are incorporated herein by
reference.

2.1 Merger Agreement dated September 17, 1993, by and among CAPITAL
BANCORP, Banc One Arizona Corporation and BANC ONE CORPORATION, as
amended, including the Bank Merger Agreement dated December 14,
1993, by and among Bank One, Utah, N.A. and Capital City Bank.

2.3 Form of Proxies to be used by CAPITAL BANCORP and Capital City Bank

3.1 Amended Articles of Incorporation of the Registrant (incorporated
by reference from Exhibit 3-1 of the Annual Report of the
Registrant on Form 10-K for the year ended December 31, 1991.)

3.2 Code of Regulations of the Registrant (incorporated by reference
from Exhibit 3-2 of the Annual Report of the Registrant on Form
10-K for the year ended December 31, 1991).

4.1 Form of Common Stock Certificate of the Registrant (incorporated
by reference from Exhibit 4.1 to the Annual Report of the
Registrant on Form 10-K for the year ended December 31, 1989).

5 Opinion of Roman J. Gerber, General Counsel for BANC ONE
CORPORATION, regarding the legality of securities being offered,
including consent.

8 Opinion of Gerrish & McCreary, P.C. regarding the Federal income
tax consequences of the Merger, including consent.

23 Consents of Coopers & Lybrand and KPMG Peat Marwick

25 Power of attorney is included elsewhere in Part II of this
Registration Statement.

Item 22. Undertakings.

(a) The undersigned Registrant hereby undertakes 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 15(d) of the Securities Exchange Act of 1934 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.

(b) The undersigned Registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered
hereunder through 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), the issuer
undertakes that 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.

(c) The Registrant hereby undertakes that every prospectus (i) that is
filed pursuant to paragraph (a) above, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act 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 has become
effective, and that for the purpose of determining liabilities
under the Act, 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.

(d) 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 foregoing
provisions, 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 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.

(e) The undersigned Registrant hereby undertakes to respond to
requests for information that is incorporated by reference into
the Prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form,
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.

(f) The undersigned Registrant hereby undertakes 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.

(g) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement:

(2) That, for the purpose 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.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio,
on February 25, 1994.

BANC ONE CORPORATION

By: ROMAN J. GERBER
Roman J. Gerber
Executive Vice President

POWER OF ATTORNEY

We, the undersigned officers and directors of BANC ONE CORPORATION, hereby
severally constitute and appoint Roman J. Gerber, George R. L. Meiling and
William C. Leiter, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for us and in our stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission 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 necessary or advisable to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

WITNESS our hands and common seal on the dates set forth below.

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 Title Date

JOHN B. MCCOY Chairman of the Board February 25, 1994
John B. McCoy (Principal Executive Officer
& Director)

DONALD L. MCWHORTER President and Director February 25, 1994
Donald L. McWhorter

FREDERICK L. CULLEN Senior Vice President February 25, 1994
Frederick L. Cullen (Principal Financial Officer)

WILLIAM C. LEITER Controller (Principal February 25, 1994
William C. Leiter Accounting Officer)

CHARLES E. EXLEY Director February 25, 1994
Charles E. Exley

E. GORDON GEE Director February 25, 1994
E. Gordon Gee

JOHN R. HALL Director February 25, 1994
John R. Hall

LABAN P. JACKSON, JR. Director February 25, 1994
Laban P. Jackson, Jr.

JOHN G. MCCOY Director February 25, 1994
John G. McCoy

RENE C. MCPHERSON Director February 25, 1994
Rene C. McPherson

THEKLA R. SHACKELFORD Director February 25, 1994
Thekla R. Shackelford

FREDERICK P. STRATTON, JR. Director February 25, 1994
Frederick P. Stratton, Jr.

Director
Romeo J. Ventres

ROBERT D. WALTER Director February 25, 1994
Robert D. Walter

LESLIE H. WEXNER Director February 25, 1994
Leslie H. Wexner

AGREEMENT and PLAN OF MERGER
between
CAPITAL BANCORP
and
BANC ONE ARIZONA CORPORATION
and joined in by
BANC ONE CORPORATION

AGREEMENT and PLAN OF MERGER

AGREEMENT and PLAN OF MERGER dated September 17, 1993 (hereinafter called the
"Merger Agreement"), between Capital Bancorp (hereinafter called "CAPITAL") and
Banc One Arizona Corporation (hereinafter called "BANC ONE ARIZONA") and joined
in by BANC ONE CORPORATION (hereinafter called "BANC ONE").

WITNESSETH:

CAPITAL is a corporation duly organized under the laws of the State of Utah.
Its principal office is located at 2200 South State Street, Salt Lake City,
Utah 84115. As of June 30, 1993, CAPITAL had authorized capital stock
consisting of 200,000 shares of common stock with par value of $10.00 per share
("CAPITAL Common"), 150,345 of which shares were issued and outstanding and
2,805 of which were shares of treasury stock owned by CAPITAL. CAPITAL is the
principal shareholder of Capital City Bank (hereinafter "CCB"). As of June 30,
1993, the authorized capital stock of CCB consisted of 200,000 shares of common
stock with par value of $10.00 each ("CCB Common"), 132,850 of which were
issued and outstanding and none of which were treasury shares of CCB, and
50,000 shares of noncumulative, nonvoting preferred stock of $50.00 par value
each ("CCB Preferred"), 24,000 of which were issued and outstanding and none of
which were treasury shares of CCB. CCB has granted outstanding options to
purchase 7,917 share of CCB Common (the "CCB Options"). Of the 132,850 issued
and outstanding shares of CCB Common, 114,768 were owned by CAPITAL and 18,082
of such shares were owned by other shareholders of CCB. CAPITAL's
subsidiaries, including CCB, are set forth and listed on Exhibit A to this
Agreement.

BANC ONE ARIZONA is a corporation duly organized under the laws of the State of
Arizona. Its principal office is located at 241 North Central Avenue, Phoenix,
Arizona 85004. As of June 30, 1993, BANC ONE ARIZONA had capital stock of
$500 divided into 500 shares of common stock without par value ("BANC ONE
ARIZONA Common") all of which were issued and outstanding. As of June 30,
1993, BANC ONE ARIZONA had surplus of $187,094,356 and undivided profits,
including capital reserves, of $447,385,608 and total consolidated assets of
$11,513,538. BANC ONE ARIZONA is a wholly owned subsidiary of BANC ONE and,
indirectly, holds all the issued and outstanding shares of Bank One, Utah,
National Association (hereinafter referred to as "BANK ONE UTAH").

BANC ONE is a corporation duly organized under the laws of the State of Ohio.
Its principal office is located at 100 East Broad Street, Columbus, Franklin
County, Ohio. As of June 30, 1993, after giving effect to the five share for
four share stock split on shares of BANC ONE Common Stock declared July 20,
1993 and payable August 31, 1993 to shareholders of record as of August 3, 1993
(the "Stock Split"), BANC ONE had capital stock of $1,705,328,000, divided into
600,000,000 shares of common stock, without par value ("BANC ONE Common"),
341,065,620 of which shares of BANC ONE Common were issued and outstanding and
none of which were shares of treasury stock owned by BANC ONE, and 35,000,000
shares of preferred stock without par value, of which 5,000,000 shares were
issued and outstanding as Series C $3.50 Cumulative Convertible Preferred
Stock. As of June 30, 1993, BANC ONE had surplus of $2,642,869,000, undivided
profits, including capital reserves, of $1,990,508,000, and total consolidated
assets of $75,466,373,000.

The respective Boards of Directors of CAPITAL, BANC ONE ARIZONA and BANC ONE
have each approved this Merger Agreement and the consummation of the
transactions hereby and have approved the execution and delivery of this Merger
Agreement. This Merger Agreement provides for the merger of CAPITAL with and
into BANC ONE ARIZONA upon the terms and conditions of this Merger Agreement
(the "Holding Company Merger"). BANC ONE ARIZONA will be the surviving
corporation of the Holding Company Merger. From and after the Effective Time,
as defined in Section 4 of this Merger Agreement, and as and when required by
this Merger Agreement, BANC ONE will issue shares of BANC ONE Common in
exchange for all of the issued and outstanding shares of CAPITAL Common
(excluding any shares held by CAPITAL as treasury shares). It is understood by
each of the parties hereto that BANC ONE seeks to acquire CAPITAL and CCB and
all of their respective operating assets and liabilities through the Holding
Company Merger and the related merger of CCB with and into BANK ONE UTAH (the
"Bank Merger"). Subject to the terms and conditions of this Merger Agreement,
all parties will exert their reasonable best efforts to obtain such regulatory
approvals and to effect such other actions as are necessary or appropriate to
consummate the Holding Company Merger. Immediately following the Holding
Company Merger, BANC ONE ARIZONA will direct the transfer of assets and
liabilities of the Bank to BANK ONE UTAH by means of the Bank Merger in
accordance with the terms of the Merger Agreement between Bank and BANK ONE
UTAH substantially in the form attached hereto as Exhibit B (the "Bank Merger
Agreement"). Except as may be required upon application of Sections 7(e)
and/or 7(f) of this Merger Agreement, but after giving effect to the Stock
Split, BANC ONE will issue not more than 456,850 shares of BANC ONE Common in
connection with the transactions contemplated by this Merger Agreement,
including not more than 372,104 shares of BANC ONE Common in connection with
the Holding Company Merger and not more than 84,746 shares of BANC ONE Common
in connection with the Bank Merger.

In consideration of the premises, CAPITAL, BANC ONE and BANC ONE ARIZONA hereby
make this Merger Agreement and prescribe the terms and conditions of the
Holding Company Merger and the mode of carrying the Holding Company Merger into
effect as follows:

1. Holding Company Merger. Subject to the terms and conditions hereinafter
set forth, CAPITAL shall be merged with and into BANC ONE ARIZONA pursuant
to and in accordance with applicable provisions of the General Corporation
Law of the State of Arizona (the "Arizona GCL") and the Utah Revised
Business Corporation Act (the "Utah BCA").

2. Name. The name of the surviving corporation (hereinafter called the
"Surviving Corporation" whenever reference is made to it as of the
Effective Time or thereafter) shall be "BANC ONE ARIZONA CORPORATION."

3. Business. The business of BANC ONE ARIZONA as the Surviving Corporation
shall be that of a bank holding company. The Surviving Corporation shall
exist by virtue of, and be governed by the laws of the State of Arizona and
shall have its principal office at 241 North Central Avenue, Phoenix,
Arizona.

4. Effective Time of Holding Company Merger; Articles of Incorporation. The
Holding Company Merger shall become effective in accordance with the
provisions of Section 10-077 of the Arizona GCL and Section 16-10a-1101 et.
seq. of the Utah BCA, upon the later to occur of (a) completion of the
filing of Articles of Merger with the Corporation Commission of the State
of Arizona and (b) completion of the filing of articles of merger with the
Department of Commerce, Division of Corporations and Commercial Code of the
State of Utah (the "Effective Time").

Attached to this Merger Agreement as Exhibit C is a Plan of Merger (the
"Plan of Merger") containing certain of the terms of this Merger Agreement,
which shall be set forth in substantially the form of such Exhibit C (as
the "plan of merger" with respect to the Holding Company Merger referred to
in Section 10-077 and the other applicable provisions of the Arizona GCL)
in the Articles of Merger filed by CAPITAL and BANC ONE ARIZONA with the
Secretary of State of the State of Arizona in order to make the Holding
Company Merger effective.

The Articles of Incorporation of BANC ONE ARIZONA in effect as of the
Effective Time shall be the Articles of Incorporation of the Surviving
Corporation, and the By-laws of BANC ONE ARIZONA in effect as of the
Effective Time shall be the By-laws of the Surviving Corporation.

5. Effect of Holding Company Merger. At the Effective Time, the separate
corporate existence of CAPITAL and BANC ONE ARIZONA, respectively, shall,
as provided in applicable provisions of the Utah BCA and the Arizona GCL,
be merged into and continued in BANC ONE ARIZONA as the Surviving
Corporation, which shall be deemed to be the same corporation as CAPITAL
and BANC ONE ARIZONA. All rights, franchises and interests of CAPITAL and
BANC ONE ARIZONA, respectively, in and to every type of property, real,
personal and mixed, and chooses in action, shall be transferred to and
vested in BANC ONE ARIZONA as the Surviving Corporation by virtue of the
Holding Company Merger without any deed or other transfer in the same
manner and to the same extent as such rights, franchises and interests were
held or enjoyed by CAPITAL and BANC ONE ARIZONA, respectively, at the
Effective Time, as provided in applicable provisions of the Utah BCA and
Arizona GCL.

6. Liabilities upon Holding Company Merger; Service of Process. The Surviving
Corporation shall be responsible for all of the liabilities of every kind
and description of CAPITAL and BANC ONE ARIZONA existing as of the
Effective Time, including, but not limited to, employment agreements and
severance agreements, except as may be specifically provided otherwise in
this Merger Agreement.

The filing with the Utah Department of Commerce, Division of Corporations
and Commercial Code (the "Utah Division") of an appropriate certificate of
merger, articles of merger or other appropriate document as required by the
Utah BCA shall operate as a consent by the Surviving Corporation that it
may be sued and served with process in the State of Utah in any suit,
action or proceeding for the enforcement of any obligation or liability of
CAPITAL or BANC ONE ARIZONA including any amount payable to any dissenting
shareholder; as the consent by the Surviving Corporation to service upon
and by the Utah Division as agent of the Surviving Corporation to accept
service of process in any such suit, action or proceeding for the
enforcement of any such obligation or liability; and as an appointment by
the Surviving Corporation of Rand D. Haddock, whose address is 241 North
Central Avenue, Phoenix, Arizona 85004, as agent of the Surviving
Corporation for service of process in any action, suit or proceeding to
enforce any such obligation or liability of CAPITAL or BANC ONE ARIZONA, to
whom the Utah Division may mail a copy of any such process served upon the
Utah Division.

7. Conversion of Shares.

(a) At the Effective Time:

(i) Each of the not more than 150,345 shares of CAPITAL Common that
shall be issued and outstanding immediately prior to the
Effective Time (excluding any shares held by CAPITAL as treasury
shares) shall thereupon and without further action be converted
into shares of BANC ONE Common at the Exchange Rate which shall
be calculated as set forth in this Section 7(a)(i). CAPITAL's
shareholders of record at the Effective Time for the shares of
CAPITAL Common then held by them, respectively, shall be
allocated and entitled to receive (upon surrender of
certificates representing said shares for cancellation) shares
of BANC ONE Common, which total number of shares of BANC ONE
Common shall have a market value as of the Valuation Period (as
hereinafter defined) equal to the product of (x) the number of
shares of CAPITAL Common that shall be issued and outstanding
(not including treasury shares) immediately prior to the
Effective Time, times (y) $100.35 (hereinafter the amount
so-calculated pursuant to this Section 7(a)(i) is referred to as
the "Market Value"), subject, however, to (A) the provisions of
this Section 7(a)(i) with respect to the minimum and maximum
number of shares to be exchanged, (B) the anti-dilution
provisions of Sections 7(e) and 7(f) of this Merger Agreement,
and (C) provisions set forth in Section 7(c) herein relative to
fractional shares.

The term "Valuation Period" shall mean the ten consecutive days
on which shares of BANC ONE Common are traded on the New York
Stock Exchange ("NYSE") ending on the sixth NYSE trading day
immediately prior to the proposed Effective Time, as designated
by BANC ONE pursuant to Section 10(c) of this Merger Agreement.

For purposes of establishing the "Exchange Rate," (the number of
shares of BANC ONE Common into which each share of CAPITAL
Common shall be converted at the Effective Time), each share of
BANC ONE Common shall be valued at the average of the daily
closing trade prices of BANC ONE Common on the NYSE during the
Valuation Period as reported in The Wall Street Journal for NYSE
Composite Transactions (the "BANC ONE Average Price"); provided,
however, that for purposes of Section 7 of this Merger Agreement
and the calculations herein required, said BANC ONE Average
Price will be deemed not to be greater than $49.00 nor less than
$40.54 per share. Such BANC ONE Average Price shall then be
divided into the Market Value (as calculated pursuant to this
Section 7(a)(i), above) to establish (to the nearest whole
share) the aggregate number of shares of BANC ONE Common into
which all of the then issued and outstanding shares of CAPITAL
Common shall be converted at the Effective Time. Such number of
shares of BANC ONE Common shall then be divided by the number of
shares of CAPITAL Common that shall be issued and outstanding
immediately prior to the Effective Time with the quotient
therefrom, carried to three decimal places, being the number of
shares of BANC ONE Common into which each share of CAPITAL
Common shall be converted at the Effective Time. In the event
the BANC ONE Average Price is below $40.54, the total number of
shares of BANC ONE Common into which the shares of CAPITAL
Common shall be converted will be the number of BANC ONE Common
shares calculated by multiplying (x) 2.475 times (y) the number
of shares of CAPITAL Common that shall be issued and outstanding
immediately prior to the Effective Time (not including treasury
shares). In the event the BANC ONE Average Price is above the
$49.00, the total number of shares of BANC ONE Common into which
the shares of CAPITAL Common shall be converted will be the
number of BANC ONE Common shares calculated by multiplying (x)
2.048 times (y) the number of shares of CAPITAL Common that
shall be issued and outstanding immediately prior to the
Effective Time (not including treasury shares).

The maximum and minimum total number of shares of BANC ONE
Common for which the shares of CAPITAL Common shall be exchanged
shall be subject to adjustment in accordance with the
anti-dilution provisions of Section 7(e) of this Merger
Agreement. The Exchange Rate shall be subject to adjustment in
accordance with the anti-dilution provisions of Section 7(f) of
this Merger Agreement.

(ii) The 500 shares of BANC ONE ARIZONA Common issued and outstanding
immediately prior to the Effective Time shall continue to be
issued and outstanding shares of common stock without par value
of the Surviving Corporation.

(iii) All of the shares of CAPITAL Common held by CAPITAL as treasury
shares immediately prior to the Effective Time shall be
cancelled and shall not represent capital stock of the Surviving
Corporation and shall not be exchanged for shares of BANC ONE
Common.

(b) At the Effective Time, stock issued by reason of the Holding Company
Merger shall be allocated to the shareholders of record of CAPITAL as
of the Effective Time with such shares of BANC ONE Common to be equal
to the number of shares of CAPITAL Common outstanding immediately
prior to the Effective Time multiplied by the Exchange Rate as
calculated pursuant to Section 7(a). Such allocation of BANC ONE
Common for each share of CAPITAL Common held of record at the
Effective Time made on the basis of the Exchange Rate is subject to
limitations relative to fractional shares as set forth in Section 7(c)
herein and to adjustments pursuant to the anti-dilution provisions of
Sections 7(e) and 7(f).

(c) No certificate for fractional shares of BANC ONE Common will be issued
by BANC ONE in connection with the exchange contemplated by the
Holding Company Merger, but in lieu thereof, any holder of CAPITAL
Common shall, upon surrender of the certificate or certificates
representing such CAPITAL Common, be paid cash, without interest, by
BANC ONE for such fractional shares on the basis of the BANC ONE
Average Price.

(d) At the Effective Time, holders of certificates formerly representing
shares of CAPITAL will tender such certificates to BANC ONE and
subject to the provisions set forth above relating to fractional
shares, BANC ONE, or Bank One, Indianapolis, N.A., as Exchange Agent
for BANC ONE, will distribute to the holders of certificates formerly
representing shares of CAPITAL Common in exchange for and upon
surrender for cancellation by such holders of a certificate or
certificates formerly representing shares of CAPITAL Common the
certificate(s) for shares of BANC ONE Common in accordance with the
Exchange Rate. Each certificate formerly representing CAPITAL Common
(other than certificates representing shares of CAPITAL Common subject
to the rights of dissenting shareholders) shall be deemed for all
purposes to evidence the ownership of the number of shares of BANC ONE
Common and cash for fractional shares into which such shares have been
converted, except, however, and notwithstanding the foregoing, that,
until such surrender of the certificate or certificates formerly
representing shares of CAPITAL Common, the holder thereof shall not be
entitled to receive any dividend or other payment or distribution
payable to holders of BANC ONE Common. Upon such surrender (or in
lieu of surrender other provisions reasonably satisfactory to BANC ONE
as are made as set forth in the next following paragraph), there shall
be paid to the person entitled thereto the aggregate amount of
dividends or other payments or distributions (in each case without
interest) which became payable after the Effective Time on the whole
shares of BANC ONE Common represented by the certificates issued upon
such surrender and exchange or in accordance with such other
provisions, as the case may be. After the Effective Time, the holders
of certificates formerly representing shares of CAPITAL Common shall
cease to have rights with respect to such shares (except such rights,
if any, as they may have as dissenting shareholders), and except as
aforesaid, their sole rights shall be to exchange said certificates
for shares of BANC ONE Common and cash for fractional shares in
accordance with this Merger Agreement.

Certificates representing shares of CAPITAL Common surrendered for
cancellation by each shareholder entitled to exchange shares of
CAPITAL Common for shares of BANC ONE Common by reason of the Holding
Company Merger shall be appropriately endorsed or accompanied by such
appropriate instruments of transfer as BANC ONE may reasonably
require; provided, however, that if there be delivered to BANC ONE by
any person who is unable to produce any such certificate formerly
representing shares of CAPITAL Common for transfer (i) evidence to the
reasonable satisfaction of BANC ONE that any such certificate has been
lost, wrongfully taken or destroyed, (ii) such security or indemnity
as reasonably may be requested by BANC ONE to save it harmless, and
(iii) evidence to the reasonable satisfaction of BANC ONE that such
person is the owner of the shares theretofore represented by each
certificate claimed by him or her to be lost, wrongfully taken or
destroyed and that he or she is the person who would be entitled to
present each such certificate and to receive shares of BANC ONE Common
pursuant to this Merger Agreement, then BANC ONE, in the absence of
actual notice to it that any shares theretofore represented by any
such certificate have been acquired by a bona fide purchaser, shall
deliver to such person the certificate(s) representing shares of BANC
ONE Common which such person would have been entitled to receive upon
surrender of each such lost, wrongfully taken or destroyed certificate
of CAPITAL Common.

(e) Except for BANC ONE's Stock Split, which has been taken into account
in this Merger Agreement, if prior to the Effective Time BANC ONE or
CAPITAL shall declare a stock dividend or distribution upon or
subdivide, split up, reclassify or combine its shares of common stock
or declare a dividend or make a distribution on its common stock in
any security convertible into its common stock, appropriate ratable
adjustment or adjustments will be made in the Exchange Rate.

(f) Except for BANC ONE's Stock Split, which has been taken into account
in this Merger Agreement, if prior to the Effective Time BANC ONE or
CAPITAL shall declare a stock dividend or distribution upon or
subdivide, split up, reclassify or combine its shares of common stock
in any security convertible into its common stock, and the
"Ex-Dividend Date" (as herein defined) established for the shares
being so divided or otherwise diluted (if an "Ex-Dividend Date" is
established by the NYSE) or the "Record Date" (as herein defined)
established for the shares being so divided or otherwise diluted (if
an "Ex-Dividend Date" is not established by the NYSE), whichever is
applicable, is subsequent to the Valuation Period (as defined in
Section 7(a) of this Merger Agreement), appropriate ratable adjustment
or adjustments will be made in the Exchange Rate. The "Ex-Dividend
Date" is that date established by the NYSE for such distribution. The
"Record Date" is that date established by resolution of the Board of
Directors of the distributing party as the time as of which record
ownership of the distributing securities will entitle the record
owner(s) to such distribution.

8. Board of Directors; Employees; and Name Changes. The directors of BANC ONE
ARIZONA immediately prior to the Effective Time shall continue to serve as
the directors of the Surviving Corporation immediately following the
Effective Time and until the next annual meeting of shareholders at which
their respective successors are elected and qualified. The officers and
employees of the Surviving Corporation immediately following the Effective
Time shall be the officers and employees of BANC ONE ARIZONA immediately
before the Effective Time with each such person to hold the same office in
the Surviving Corporation as held by such person in BANC ONE ARIZONA. The
directors, officers and employees of the Bank resulting from the Bank
Merger shall be as set forth in the Bank Merger Agreement.

CAPITAL will cooperate with BANC ONE in the procurement of requisite
corporate and regulatory approvals and, if requested by BANC ONE, will use
its reasonable best efforts to take such other steps as are appropriate and
necessary to effect a change in the name of CCB to include the words "BANK
ONE" so that such name change will become effective at the Effective Time.

9. Employee Benefits. At or following the Effective Time, all employee
benefit programs of CAPITAL and CCB will be terminated, grandfathered or
merged into BANC ONE benefit plans and programs and BANC ONE benefit plans
and programs will be made available and applicable to the employees of
CAPITAL and CCB following the Effective Time as described in and governed
by the Benefits Letter Agreement dated September 15, 1993 between CAPITAL
and BANC ONE (the "Benefits Agreement").

10. Undertakings of the Parties. CAPITAL, BANC ONE ARIZONA and BANC ONE
further agree as follows:

(a) This Merger Agreement and the Plan of Merger shall be submitted to the
shareholders of CAPITAL for approval at a meeting to be called and
held in accordance with applicable law and the Certificate of
Incorporation and By-laws of CAPITAL. Such shareholders' meeting will
be scheduled to be held approximately 30 days following the mailing by
CAPITAL of its proxy statement to its shareholders promptly following
the effective date of the registration statement to be filed by BANC
ONE with the Securities and Exchange Commission (the "SEC") as
provided in Section 10(d). CAPITAL and BANC ONE will cooperate with
each other in order to facilitate the preparation, filing and
clearance of the registration statement and the proxy statement under
Federal and State securities laws to be used with respect to such
shareholders' meeting and the exchange of shares as contemplated by
this Merger Agreement.

(b) BANC ONE will promptly prepare and file an application (believed in
good faith by BANC ONE to be substantially complete in form and
substance) to the Board of Governors of the Federal Reserve System
(the "Board") under appropriate provisions of Section 3 of the Bank
Holding Company Act of 1956, as amended, and an application to the
Commissioner of the Utah Department of Financial Institutions (the
"Utah Commissioner") under appropriate provisions of the Utah Bank
Holding Company Act for prior approval of the proposed acquisition of
CAPITAL and the Subsidiaries by BANC ONE and/or BANC ONE ARIZONA.
BANC ONE will cause BANK ONE UTAH to file an application with the
Office of the Comptroller of the Currency (the "OCC") for prior
approval of the Bank Merger. CAPITAL will furnish BANC ONE such
information and documents and will cooperate as may be reasonably
requested by BANC ONE in connection therewith. BANC ONE will use its
reasonable best efforts to cause such applications to be approved by
the Board, the OCC and the Utah Commissioner, respectively, and to
obtain such other regulatory consents and approvals as may be
necessary to facilitate the Holding Company Merger and the Bank Merger
and will provide CAPITAL and its counsel with an opportunity to review
drafts of all such applications and to comment on the portions of such
applications that contain information about CAPITAL. BANC ONE will
provide CAPITAL and its counsel with copies of the public portions of
all such applications as filed, together with correspondence to or
from the Board, the OCC and Utah Commissioner related thereto.

(c) After receipt of the Board's prior approval of BANC ONE's and BANC ONE
ARIZONA's acquisition of CAPITAL, after approval of the acquisition by
the Utah Commissioner, after approval of the Bank Merger by the OCC
and after the approval of the shareholders of CAPITAL, as provided in
Section 10(a), BANC ONE shall designate the date as of which BANC ONE
desires the Holding Company Merger to become effective and the
Effective Time shall occur at the time and on the date so designated,
subject to Section 25 of this Merger Agreement. In no event will the
date designated by BANC ONE as the Effective Time be sooner than the
day following the day on which all approvals of the Board, the OCC and
the Utah Commissioner have been received and any required waiting
periods with respect thereto have expired, nor will the date
designated by BANC ONE as the Effective Time be later than 31 days
following the date at which all approvals of the Board, the OCC and
the Utah Commissioner have been received and any required waiting
periods with respect thereto have expired.

(d) BANC ONE will prepare and file with the SEC and use its reasonable
best efforts to cause to become effective, a registration statement,
including the related prospectus and proxy statement referred to in
Section 10(a), above ("Proxy Statement"), and any required amendments
thereto or supplements to any prospectus contained therein, relating
to the exchange of BANC ONE Common contemplated by this Merger
Agreement and/or the Bank Merger Agreement. Such registration
statement will not cover resales by any persons who may be considered
"underwriters" under Rule 145(c) of the Securities Act of 1933, as
amended (the "1933 Act"). BANC ONE shall use its reasonable best
efforts to have the shares of BANC ONE Common qualified or exempted
from qualification under all applicable state securities laws prior to
the mailing of the Proxy Statement. In the event that a stop order
has been issued, or threatened, by the SEC, that suspends or would
suspend the effectiveness of the registration statement, BANC ONE
shall use its reasonable best efforts to promptly remove, or cause not
to be issued, any such stop order.

(e) BANC ONE and/or BANC ONE ARIZONA will assume and pay all expenses
incident to the obtaining of the requisite regulatory consents and
approvals. Without limiting the generality of the foregoing, the
expenses to be assumed and paid by BANC ONE shall include (i) all
legal and other expenses and taxes incurred by BANC ONE incident to
the consummation of the Holding Company Merger contemplated by this
Merger Agreement and the Bank Merger contemplated by the Bank Merger
Agreement, (ii) all legal and other expenses incurred by BANC ONE
incident to the preparation and filing of the applications to the
Board, the OCC, the Utah Commissioner, and other requests for
regulatory consents and approvals with the appropriate bank regulatory
agencies as set forth in or contemplated by this Merger Agreement, and
(iii) all legal and other expenses, if any, incurred in connection
with the registration of BANC ONE Common under the Federal and State
securities laws. The expenses to be assumed and paid by BANC ONE
and/or BANC ONE ARIZONA shall not include any legal or other expenses
incurred by CAPITAL in the negotiation of the Holding Company Merger,
the Bank Merger, the examination or review of documents for its own
benefit, in connection with its own corporate proceedings or to any
investment banker or advisor for services rendered on its behalf.
BANC ONE will pay the expenses of reproducing the Proxy Statement.
CAPITAL shall be responsible for its legal and accounting fees
associated with the Proxy Statement. Any fees and expenses assumed
and paid by BANC ONE and/or BANC ONE ARIZONA pursuant to this Section
10(e), whether directly or indirectly incurred, shall not reduce or
otherwise effect the Exchange Rate.

(f) All information furnished by one party to another party in connection
with this Merger Agreement (whether before or after the date of this
Merger Agreement) and the transactions contemplated hereby which is
regarded by such furnishing party as confidential (and is so
designated not later than the time of delivery or the date of this
Merger Agreement) will be kept confidential by such other party and
will be used only in connection with this Merger Agreement and the
transactions contemplated hereby, except to the extent that such
information (i) is already known to such other party when received,
(ii) thereafter becomes lawfully obtainable from other sources,
otherwise than in violation of this paragraph or similar duties or
provisions regarding confidentiality, or (iii) is, in the reasonable
opinion of legal counsel for BANC ONE, required to be disclosed in any
document filed with the SEC, the Board, the OCC, the Utah Commissioner
or any other governmental agency or authority. The provisions of this
Merger Agreement shall be in addition to the provisions of the
Confidentiality Agreement dated June 16, 1993 between BANC ONE and
CAPITAL and shall not be deemed to supersede nor to terminate said
Confidentiality Agreement.

(g) BANC ONE will provide CAPITAL and its counsel with copies of all
filings made by BANC ONE with the SEC under the Securities Exchange
Act of 1934, as amended, (the "1934 Act") and the 1933 Act and the
respective rules and regulations of said Commission thereunder at the
time such filings are made at any time prior to the Effective Time.

(h) BANC ONE and BANC ONE ARIZONA will furnish to CAPITAL all information
concerning BANC ONE and BANC ONE ARIZONA reasonably required by
CAPITAL in connection with the preparation of proxy solicitation
materials for use in soliciting proxies in connection with the meeting
of CAPITAL's shareholders called for the purpose of voting on the
Holding Company Merger and the meeting of CCB's shareholders called
for the purpose of voting on the Bank Merger and will promptly advise
CAPITAL if BANC ONE determines that any of such information is or
becomes false or misleading in any material respect. CAPITAL will
furnish to BANC ONE all information concerning CAPITAL and CCB
reasonably required by BANC ONE in connection with BANC ONE's
preparation of the registration statement (including the related
prospectus) and any required amendments or supplements thereto, or in
connection with other filings by BANC ONE relating to the registration
of its shares and will promptly advise BANC ONE if CAPITAL determines
that any such information is or becomes false or misleading in any
material respect.

(i) No press release or other public disclosure of matters related to this
Merger Agreement or any of the transactions contemplated hereby shall
be made by CAPITAL or BANC ONE unless the other party shall have
provided its prior consent to the form and substance thereof;
provided, however, that nothing herein shall be deemed to prohibit any
party hereto from making any disclosure which its counsel deems
necessary or advisable in order to fulfill such party's disclosure
obligations imposed by law.

(j) Prior to the Effective Time, BANC ONE will vote all the shares of BANC
ONE ARIZONA to approve and adopt the proposal to merge BANC ONE
ARIZONA and CAPITAL at a meeting of the shareholders of BANC ONE
ARIZONA held for such purpose or by means of a unanimous written
consent of BANC ONE ARIZONA shareholders adopted in lieu of a meeting
to approve the Holding Company Merger and approve this Merger
Agreement.

(k) For not less than the two-year period immediately following the
Effective Time, BANC ONE shall make available adequate current public
information about itself as that terminology is used in and as
required by Rule 144(c) of the SEC under the 1933 Act. Additionally,
BANC ONE will publish financial results of at least 30 days of
post-merger combined operations reflecting the Merger, in accordance
with SEC Accounting Series Release No. 130, as amended by Release No.
135, not later than four months following the Effective Time.

(l) Each of BANC ONE, BANC ONE ARIZONA and CAPITAL will use its reasonable
best efforts to cause the Holding Company Merger to qualify for
pooling-of-interests accounting treatment.

(m) CAPITAL will use its reasonable best efforts to cause each person who,
in the joint opinion of counsel for BANC ONE and CAPITAL is at the
Effective Time or was, at the time of CAPITAL's shareholders' meeting
referred to in Section 10(a) hereof, an "affiliate" of CAPITAL and/or
CCB (as that term is used in Rules 144 and 145 promulgated by the SEC
under the 1933 Act), to execute and deliver to BANC ONE the written
undertakings in the form attached hereto as Exhibit D.

(n) BANC ONE will initiate a pre-acquisition investigation and review of
the books, records and facilities of CAPITAL and CCB and will complete
such pre-acquisition investigation not later than 60 days following
the date of this Merger Agreement. BANC ONE shall advise CAPITAL at
the conclusion of such pre-acquisition investigation of all matters
then known to BANC ONE which BANC ONE shall in good faith determine to
be either (i) inconsistent in any material and adverse respect with
any of the representations and warranties of CAPITAL or CCB contained
in this Merger Agreement or in the Bank Merger Agreement or (ii), in
the reasonable judgment of the Board of Directors of BANC ONE, to be
either (x) of such significance as to materially and adversely affect
the financial condition or the results of operations of CAPITAL and
CCB on a consolidated basis or (y) to deviate materially and adversely
from CAPITAL's audited financial statements for the year ended
December 31, 1992. BANC ONE shall have the right to terminate this
Merger Agreement as set forth in Section 25(c).

(o) CAPITAL will initiate a pre-acquisition investigation and review of
the books, records and facilities of BANC ONE and its subsidiaries and
will complete such pre-acquisition investigation not later than 10
business days following the date of this Merger Agreement. CAPITAL
shall advise BANC ONE at the conclusion of such pre-acquisition
investigation of all matters then known to CAPITAL which CAPITAL shall
in good faith determine to be either (i) inconsistent in any material
and adverse respect with any of the representations and warranties of
BANC ONE contained in this Merger Agreement or (ii) in the reasonable
judgment of the Board of Directors of CAPITAL, to be either (x) of
such significance as to materially and adversely affect the financial
condition or the results of operations of BANC ONE and its
subsidiaries on a consolidated basis or (y) to deviate materially and
adversely from BANC ONE's audited financial statements for the year
ended December 31, 1992. CAPITAL shall have the right to terminate
this Merger Agreement as set forth in Section 25(d).

(p) In addition to BANC ONE's pre-acquisition investigation of CAPITAL and
CCB and CAPITAL's pre-acquisition investigation of BANC ONE and its
subsidiaries, BANC ONE and CAPITAL shall each provide the other with
adequate opportunity to conduct such further reviews and examinations
of the business, properties and conditions (financial and otherwise)
of the other as BANC ONE and CAPITAL, respectively, shall deem
prudent, provided that such investigations shall not interfere
unreasonably with the normal operations of the party being reviewed.

(q) BANC ONE will use its reasonable best efforts to cause the shares of
BANC ONE Common to be issued to the shareholders of CAPITAL and/or CCB
pursuant to this Merger Agreement or the Bank Merger Agreement to be
listed on the NYSE as of the Effective Time.

(r) BANC ONE ARIZONA will cause appropriate officers of BANK ONE UTAH to
execute the Bank Merger Agreement or a document similar to the Bank
Merger Agreement when and as requested by BANC ONE. BANC ONE ARIZONA
will vote all the shares of BANK ONE UTAH to ratify and confirm the
Bank Merger at a meeting of the shareholders of BANK ONE UTAH held to
ratify and confirm the Bank Merger or by means of a unanimous written
consent of BANK ONE UTAH shareholders adopted in lieu of a meeting to
approve the Bank Merger and approve the Bank Merger Agreement.

(s) CAPITAL will cause appropriate officers of the Bank to execute the
Bank Merger Agreement or a document similar to the Bank Merger
Agreement when and as requested by BANC ONE. CAPITAL will vote all
its shares of the Bank to ratify and confirm the Bank Merger at a
meeting of the shareholders of the Bank to ratify and confirm the Bank
Merger Agreement.

(t) Notwithstanding anything in this Merger Agreement to the contrary,
BANC ONE may, at its sole discretion, elect not to consummate the Bank
Merger or may elect to modify the terms of the Bank Merger Agreement
in any respect. In the event BANC ONE for any reason does not
consummate the Bank Merger or modifies the terms of the Bank Merger
Agreement, the parties hereto shall nonetheless consummate the Holding
Company Merger upon satisfaction or waiver of all conditions thereto
in this Merger Agreement. In the event that BANC ONE modifies the
terms of the Bank Merger Agreement, BANC ONE shall indemnify and hold
harmless the directors of the Bank against all claims and causes of
action attributable to and arising out of such modifications to the
Bank Merger Agreement. Notwithstanding the foregoing, BANC ONE and
BANC ONE ARIZONA presently anticipate effecting the Bank Merger and
are not aware of any conditions suggesting that the Bank Merger might
not be consummated.

(u) As soon as reasonably practicable, CAPITAL shall take appropriate
action to cause all the issued and outstanding CCB Options to be
exercised and converted into and exchanged for not more than 7,917
shares of CCB Common so that at the time the Proxy Statement is mailed
to CCB's shareholders, CCB's capital stock shall consist of 200,000
authorized shares of CCB Common, 140,767 of which shall be issued and
outstanding, including 114,768 of which issued and outstanding shares
shall be owned by CAPITAL. CAPITAL shall also, prior to the Effective
Time, cause CCB to redeem all 24,000 issued and outstanding shares of
CCB Preferred, at the redemption price of $50.00 per share plus
accrued and unpaid dividends thereon to the date of redemption.

11. Dissenting Shareholders. Shareholders of CAPITAL Common who do not vote
their shares in favor of the Holding Company Merger and otherwise perfect
applicable dissenters' rights will be entitled to dissenters or appraisal
rights, if any, pursuant to applicable provisions of the Utah BCA.

12. Tax Opinion. BANC ONE and CAPITAL shall use their respective best efforts
to obtain from Gerrish & McCreary, P.C., Memphis, Tennessee, a written
opinion addressed to CAPITAL, its shareholders and BANC ONE, that, based
upon the Internal Revenue Code of 1986, as amended (the "Code"), the
regulations thereunder, and rulings issued by the Internal Revenue Service
in transactions similar to those contemplated by this Merger Agreement, for
Federal income tax purposes:

(a) The statutory merger of CAPITAL with and into BANC ONE ARIZONA will
constitute a reorganization within the meaning of Section 368(a)(1)(A)
and Section 368(a)(2)(D) of the Internal Revenue Code;

(b) No gain or loss will be recognized by BANC ONE or CAPITAL as a
consequence of the transactions herein contemplated;

(c) No gain or loss will be recognized to the shareholders of CAPITAL on
the exchange of their shares of CAPITAL Common for shares of BANC ONE
Common (disregarding for this purpose any cash received pursuant to
the exercise of statutory dissenters' rights or for fractional share
interests to which they may be entitled);

(d) The Federal income tax basis of the BANC ONE Common (including
fractional share interests to which they may be entitled) received by
the shareholders of CAPITAL Common for their shares of CAPITAL Common
will be the same as the Federal income tax basis of the CAPITAL Common
surrendered in exchange therefor; and

(e) The holding period of the BANC ONE Common received by a shareholder of
CAPITAL will include the period for which the CAPITAL Common exchanged
therefor was held, provided the exchanged CAPITAL Common was held as a
capital asset by such shareholder on the date of the exchange.

The Bank Merger is not expected to qualify as a tax-free transaction and
the tax opinion of Gerrish & McCreary, P.C. will not address the Bank
Merger.

13. Representations and Warranties of BANC ONE. BANC ONE represents and
warrants to CAPITAL that, except as set forth in BANC ONE's disclosure
letter to CAPITAL dated September 15, 1993 and delivered to CAPITAL not
later than the time of the execution of this Merger Agreement (the "BANC
ONE Disclosure Letter"), and except as otherwise indicated below:

(a) BANC ONE is a corporation duly organized and validly existing in good
standing under the laws of the State of Ohio, is a registered bank
holding company under the Bank Holding Company Act of 1956, as
amended, and is qualified to do business and is in good standing in
the State of Ohio, together with all other jurisdictions where it is
both required to so qualify and where the failure to so qualify would
have a material adverse effect on the business, operations, financial
condition or results of operations of such party and its subsidiaries,
taken as a whole, or on the ability of such party to consummate the
transactions contemplated hereby, and BANC ONE has full power and
authority (including all licenses, franchises, permits and other
governmental authorizations which are legally required) to engage in
the businesses and activities now conducted by it and its
subsidiaries. BANC ONE is not subject to any formal or informal
agreement or understanding with, nor is it subject to any order of,
any bank regulatory authority restricting or prohibiting or attempting
to restrict or prohibit any activities or conduct of BANC ONE. As of
June 30, 1993, after giving effect to the Stock Split, the authorized
capital stock of BANC ONE consisted of (i) 600,000,000 shares of BANC
ONE Common Stock without par value, of which a total of 341,065,620
shares were issued and outstanding and none of which were shares held
by BANC ONE as treasury stock and (ii) 35,000,000 shares of preferred
stock without par value, of which 5,000,000 shares were issued and
outstanding as Series C $3.50 Cumulative Convertible Preferred Stock.
All of the issued and outstanding shares of BANC ONE's capital stock
are duly authorized, validly issued, fully paid, nonassessable and
subject to no pre-emptive rights. Subject only to obtaining the
required regulatory approvals, BANC ONE is, and at all times after the
date of this Merger Agreement to and including the Effective Time will
be, authorized to effect the Holding Company Merger under applicable
law.

(b) BANC ONE has furnished to CAPITAL copies of the following financial
statements relating to BANC ONE and its consolidated subsidiaries:
(i) the audited Consolidated Balance Sheets of BANC ONE as of December
31, 1992 and 1991 and the Consolidated Statements of Income,
Shareholders' Equity and Cash Flows for the years then ended, together
with the notes thereto, as audited by Coopers & Lybrand, independent
auditors together with the notes thereto; and (ii) the unaudited
Consolidated Balance Sheet of BANC ONE as at June 30, 1993 and the
unaudited Consolidated Statements of Income and Shareholders' Equity
for the period then ended, together with the notes thereto, which
unaudited financial statements give effect to the Stock Split. Each
of the aforementioned financial statements present fairly, in
accordance with generally accepted accounting principles (applied on a
consistent basis except as disclosed in the footnotes thereto), the
consolidated financial position and results of operations of BANC ONE
as of the dates and for the periods therein set forth. Such financial
statements do not, as of the dates thereof, include any material asset
or omit any material liability, absolute or contingent, or other fact,
the inclusion or omission of which renders such financial statements,
in light of the circumstances under which they were made, misleading
in any material respect. Since June 30, 1993, there has not been any
change in the financial condition, results of operations or business
of BANC ONE and its subsidiaries that has had a material adverse
effect on the financial condition or results of operations of such
party and its subsidiaries, taken as a whole, or on the ability of
such party to consummate the transaction contemplated hereby (a
"Material Adverse Effect"). Since June 30, 1993, BANC ONE has not
issued additional shares of BANC ONE Common, not including the
approximately 68,213,124 shares issued or to be issued by reason of
the Stock Split and which shares are reflected in the number of shares
of BANC ONE Common as of June 30, 1993, as set forth above.

(c) The Boards of Directors of BANC ONE and BANC ONE ARIZONA have duly
authorized the execution and delivery of this Merger Agreement and
approved the Holding Company Merger as contemplated by said Merger
Agreement. No authorization of this Merger Agreement or of the
transactions hereby contemplated is required by the shareholders of
BANC ONE. BANC ONE and BANC ONE ARIZONA have all requisite power and
authority to enter into this Merger Agreement and, after its vote of
the shares of BANC ONE ARIZONA in favor of the Holding Company Merger
as contemplated by Section 10(j), BANC ONE and BANC ONE ARIZONA will
have the authority to consummate the transactions contemplated
hereby. This Merger Agreement constitutes the valid and legally
binding and enforceable obligation of each of BANC ONE and BANC ONE
ARIZONA and this Merger Agreement and the consummation of the Holding
Company Merger have been duly authorized and approved on behalf of
BANC ONE and BANC ONE ARIZONA by all requisite corporate action.
Provided the required approvals are obtained from the Board, the OCC
and the Utah Commissioner, neither the execution and delivery of this
Merger Agreement nor the consummation of the Holding Company Merger
will conflict with, result in the breach of, constitute a default
under or accelerate the performance provided by the terms of any law,
or any rule or regulation of any governmental agency or authority or
any judgment, order or decree of any court, bank regulatory agency or
other governmental agency to which BANC ONE or BANC ONE ARIZONA is
subject, any contract, agreement or instrument to which BANC ONE or
BANC ONE ARIZONA is a party or by which BANC ONE or BANC ONE ARIZONA
is bound or committed, or the Articles of Incorporation or Regulations
of BANC ONE or the Articles of Incorporation or By-laws of BANC ONE
ARIZONA, or constitute an event which with the lapse of time or action
by a third party, could, to the best of BANC ONE's knowledge, result
in the default under any of the foregoing or result in the creation of
any lien, charge or encumbrance upon any of the assets or properties
of BANC ONE or BANC ONE ARIZONA or upon any of the stock of BANC ONE
or BANC ONE ARIZONA or adversely affect the ability of BANC ONE to
consummate the transactions contemplated hereby, except, in the case
of contracts, agreements or instruments, such defaults, conflicts or
breaches which either (i) will be cured or waived prior to the
Effective Time or (ii) if not so cured or waived would not, in the
aggregate, have a Material Adverse Effect.

(d) The reserve for possible loan and lease losses shown on the June 30,
1993 Consolidated Balance Sheet of BANC ONE and its subsidiaries is
adequate in all material respects under the requirements of generally
accepted accounting principles to provide for possible losses, net of
recoveries relating to loans previously charged off, on loans
outstanding (including, without limitation, accrued interest
receivable) as of June 30, 1993.

(e) Except as disclosed in the financial statements referred to in Section
13(b), there is no litigation, action, suit, investigation or
proceeding pending or, to the best of the knowledge after due inquiry
of BANC ONE and its executive officers, overtly threatened, against or
affecting BANC ONE or any of its subsidiaries or involving any of
their respective properties or assets, at law or in equity, before any
federal, state, municipal, local or other governmental authority,
which is reasonably likely to be resolved adversely to the interest of
BANC ONE or its subsidiaries and, if so resolved, would have a
Material Adverse Effect or materially impair its ability, or that of
BANC ONE ARIZONA, to perform under this Merger Agreement, and to the
best of the knowledge and belief after due inquiry of BANC ONE and its
executive officers, no one has reasonable or valid grounds on which it
reasonably can be expected that anyone will assert or initiate any
such litigation, action, suit, investigation or proceeding against
BANC ONE or any of its subsidiaries based upon the wrongful action or
inaction of BANC ONE or any of its subsidiaries or any of their
respective officers, directors or employees.

(f) At the Effective Time and on such subsequent dates when the former
shareholders of CAPITAL and CCB surrender their CAPITAL share
certificates or CCB share certificates for cancellation, the shares of
BANC ONE Common to be exchanged with former shareholders of CAPITAL
and CCB will have been duly authorized and validly issued by BANC ONE
and will be fully paid and nonassessable and subject to no pre-emptive
rights.

(g) BANC ONE and each of its subsidiaries have good and marketable title
to all their respective assets and properties, whether real or
personal, tangible or intangible, including without limitation the
capital stock of its subsidiaries and all other assets and properties
reflected in BANC ONE's Consolidated Balance Sheet as of June 30, 1993
or acquired subsequent thereto (except to the extent that such assets
and properties have been disposed of for fair value in the ordinary
course of business since June 30, 1993). Such assets and properties
are subject to no liens, mortgages, security interests, encumbrances,
pledges or charges of any kind, except (i) as noted in said
Consolidated Balance Sheet or the notes thereto; (ii) statutory liens
for taxes not yet delinquent; (iii) landlord's liens; and (iv) minor
defects and irregularities in title and encumbrances which do not
materially impair the use thereof for the purposes for which they are
held; and such liens, mortgages, security interests, encumbrances and
charges do not, in the aggregate, have a Material Adverse Effect.
BANC ONE and its subsidiaries as lessees have the unqualified right
under valid and subsisting leases to occupy, use, possess and control
all property leased by BANC ONE and its subsidiaries.

(h) To the best of the knowledge after due inquiry of BANC ONE and its
executive officers, BANC ONE and its subsidiaries have complied with
all laws, regulations and orders applicable to them and to the conduct
of their businesses, including without limitation, all statutes, rules
and regulations pertaining to the conduct of banking activities except
for violations which together with any penalty which results therefrom
has not had and will not have a Material Adverse Effect. Neither BANC
ONE nor any of its subsidiaries is in default under, and no event has
occurred which, to the best of BANC ONE's knowledge, after due
inquiry, is likely to result in the default under the terms of any
judgment, decree, order, writ, rule or regulation of any governmental
authority or court, whether federal, state or local and whether at law
or in equity, in each case where the default has had or is likely to
have a Material Adverse Effect.

(i) BANC ONE and BANC ONE ARIZONA have not incurred and will not incur
directly or indirectly any liability for brokerage, finders', agents'
or investment bankers' fees or commissions in connection with this
Merger Agreement or the transactions contemplated hereby.

(j) Each pension, stock bonus or purchase, profit-sharing, retirement,
health and welfare plan maintained by or covering employees of BANC
ONE or any subsidiary of BANC ONE other than a multiemployer plan (for
purposes of this paragraph hereinafter referred to collectively as the
"Plans") which purports to be a qualified plan under Section 401(a) of
the Code is so qualified. All of the Plans which constitute employee
pension benefit or employee welfare benefit plans subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
have been maintained in compliance in all material respects with the
applicable requirements of ERISA. All material notices, reports and
other filings required under applicable law to be given or made to or
with any governmental agency with respect to the Plans have been
timely filed or delivered. BANC ONE has no knowledge of any
circumstances which would adversely affect the qualification of the
Plans or their compliance with the applicable requirements of ERISA,
would result or have resulted in liability under Title IV of ERISA or
of any "reportable event" (as such term is defined in Section 4043(b)
of ERISA) or any "prohibited transaction" (as such term is defined in
Section 406 of ERISA and Section 4975(c) of the Code) which has
occurred since the date on which said sections became applicable to
the Plans and which could reasonably be expected to result in any
material liability of BANC ONE or any subsidiary to the Pension
Benefit Guaranty Corporation (the "PBGC"), the Department of Treasury,
the Department of Labor or any multiemployer plan. Those Plans which
are defined benefit plans within the meaning of ERISA meet the minimum
funding standards set forth in the Code and ERISA and the assets of
such Plans equal or exceed the present value of accrued benefits on a
termination basis under such Plans as of the most recent plan
valuation date. There are no pending or threatened claims (other than
claims for benefits in the ordinary course), lawsuits or arbitrations
which have been asserted or instituted against the Plans, any
fiduciaries thereof with respect to their duties to the Plans or the
assets of any of the trusts under any of the Plans which could
reasonably be expected to result in any material liability of BANC ONE
or any subsidiary to the PBGC, Department of Treasury, Department of
Labor or any multiemployer plan.

(k) BANC ONE and/or its subsidiaries have duly filed all federal, state,
county and local income, franchise, bank, excise, real and personal
property and other tax returns and reports (including, but not limited
to, those relating to social security, withholding, unemployment
insurance, and occupation, sales and use taxes and those filed on a
consolidated, combined or unitary basis) required to have been filed
by BANC ONE or its subsidiaries up to the date hereof. All of the
foregoing returns are true and correct in all material respects, and
BANC ONE and its subsidiaries have paid or, prior to the Effective
Time, will pay all taxes, interest, additions to tax, and penalties
shown on such returns or reports as being due or (except to the extent
the same are contested in good faith and, if material, summarized in
the BANC ONE Disclosure Letter) claimed to be due to any federal,
state, county, local or other taxing authority, and there is, and at
the Effective Time will be, no basis for any additional claim or
assessment which might materially and adversely affect BANC ONE and
its subsidiaries, except for those being contested in good faith and
summarized in the BANC ONE Disclosure Letter. BANC ONE and its
subsidiaries have paid or made adequate provision in their financial
statements or on their books and records for all taxes payable in
respect of all periods ending on or before the date hereof. BANC ONE
and its subsidiaries have, or at the Effective Time will have, no
liability for any taxes, interest, additions to tax, or penalties of
any nature whatsoever, except for those taxes which may have arisen up
to the Effective Time in the ordinary course of business and are
properly accrued on the books of BANC ONE and its subsidiaries as of
the Effective Time or are being contested in good faith and have, if
material, been summarized in the BANC ONE Disclosure Letter.

(l) BANC ONE and its subsidiaries have in effect insurance coverage with
reputable insurers, which in respect of amounts, premiums, types and
risks insured, constitutes reasonably adequate coverage against all
risks customarily insured against by bank holding companies and their
subsidiaries comparable in size and operations to BANC ONE and its
subsidiaries.

(m) Neither the Proxy Statement nor the related registration statement nor
any amendment or supplement thereto that is filed with the SEC in
connection with the transactions contemplated hereby (except for any
information which has been or shall be supplied by CAPITAL for
inclusion in the Proxy Statement and registration statement and is so
included as so supplied) shall contain (in the case of information
relating to the Proxy Statement, at the time it is mailed and in the
case of information relating to the registration statement at the time
it becomes effective and at the time of CAPITAL's and CCB's respective
shareholders' meetings) any untrue statement of a material fact or
shall omit to state a material fact necessary to make the statements
contained therein, in light of the circumstances in which they are
made, not misleading. The registration statement and any amendments
or supplements thereto that are filed with the SEC in connection with
the transactions contemplated hereby will comply as to form in all
material respects with the provisions of the 1933 Act and the rules
and regulations promulgated thereunder.

(n) No employee of BANC ONE or any of its subsidiaries is represented, for
purposes of collective bargaining, by a labor organization of any
type. BANC ONE is unaware of any efforts during the past five years
to unionize or organize any employees of BANC ONE or any of its
subsidiaries, and no claim related to such employees under the Fair
Labor Standards Act, National Labor Relations Act, Civil Rights Act of
1964, Walsh-Healy Act, Davis Bacon Act, Civil Rights Act of 1866, Age
Discrimination in Employment Act, Equal Pay Act of 1963, Executive
Order No. 11246, Federal Unemployment Tax Act, Vietnam Era Veterans
Readjustment Act, Occupational Safety and Health Act, or any state or
local employment related law, order, ordinance or regulation, no
unfair labor practice, discrimination or wage-and-hour claim is
pending or, to the best of BANC ONE's knowledge, threatened against
BANC ONE or any of its subsidiaries which claim has had or is
reasonably likely to have a Material Adverse Effect.

(o) To the actual knowledge of BANC ONE and its executive officers: (i)
with respect to any contaminant, pollutant, hazardous substance,
hazardous waste, hazardous pollutant, toxic pollutant, toxic waste or
toxic substance ("Contaminant"), there are no material actions,
proceedings or investigations pending or threatened before any federal
or state environmental regulatory body, or before any federal or state
court, alleging non-compliance with or liability in connection with,
by BANC ONE or any of its subsidiaries, the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C.
Sections 9601 et seq. ("CERCLA"), the Resource Conservation and
Recovery Act, 42 U.S.C. Sections 6901 et seq. ("RCRA"), the Clean
Water Act, 33 U.S.C. Sections 1251 et seq. ("CWA"), or the Clean Air
Act, 42 U.S.C. Sections 7401 et seq. ("CAA"), as each is amended from
time to time, or any other federal, state, local or municipal statute,
ordinance or regulation, or order, ruling or other decision of any
court, administrative agency or other governmental authority relating
to health or safety or environmental protection (such statutes,
ordinances, regulations, orders, rulings and decisions, together,
"Environmental Laws"); (ii) there is no reasonable basis for the
institution of any material action, proceeding or investigation
against BANC ONE or any of its subsidiaries under any Environmental
Law; (iii) neither BANC ONE nor any of its subsidiaries is responsible
in any material respect under any Environmental Law for any release by
any person at or in the vicinity of real property of any Contaminant,
caused by the spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping or disposing of
any such hazardous substance into the environment (collectively
"Release"); (iv) neither BANC ONE nor any of its subsidiaries is
responsible for any material costs of any response action required by
virtue of any Release of any Contaminant into the environment
including, without limitation, costs arising from investigation,
removal or remediation of Contaminants, security fencing, alternative
water supplies, temporary evacuation and housing and other emergency
assistance undertaken by any environmental regulatory body or any
other person; (v) BANC ONE and each of its subsidiaries are, in all
material respects, in compliance with all applicable Environmental
Laws; and (vi) no real property owned or used by BANC ONE or any of
its subsidiaries contains any Contaminant including, without
limitation, any asbestos, PCBs or petroleum products or byproducts in
any form, the presence, location or condition of which (a) could
require remediation or other corrective action pursuant to any
Environmental Law in any material respect, or (b) otherwise would pose
any significant health or safety risk unless remedial measures were
taken.

(p) BANC ONE and/or its subsidiaries (i) have surveyed the facilities
where BANC ONE and its subsidiaries conduct their businesses
including, without limitation, automatic teller machines
(collectively, the "BANC ONE Facilities") for compliance with the
Americans with Disabilities Act and the regulations issued thereunder
(collectively, "ADA"); (ii) have developed action plans to remove
architectural barriers including communication barriers that are
structural in nature from existing BANC ONE Facilities (collectively,
the "BANC ONE Barriers") when such removal is "readily achievable," as
that term is defined in ADA; (iii) will finalize action plans for
automatic teller machines ("ATMs") upon clarification by the
Architectural and Transportation Barriers Compliance Board ("ATBCB");
(iv) have developed or will develop schedules for BANC ONE Barrier
removal from BANC ONE Facilities in such action plans so that BANC ONE
Barrier removal was completed on January 26, 1992 or will be completed
as soon as practicable; and (v) have removed all BANC ONE Barriers in
BANC ONE Facilities or will cause all BANC ONE Barriers to be removed
in accordance with such action plans. All "alterations" (as such term
is defined in ADA) to BANC ONE Facilities undertaken after January 26,
1992 comply with ADA and the ATBCB Accessibility Guidelines for
Buildings and Facilities ("ADAAG"). Effective January 26, 1992, all
plans and designs for new construction to be utilized by BANC ONE and
its subsidiaries comply with ADA and ADAAG. To the best of BANC ONE's
knowledge, after due inquiry, no material investigations, proceedings,
or complaints, formal or informal, are pending or threatened against
BANC ONE and/or its subsidiaries in connection with BANC ONE
Facilities under ADA, ADAAG, or any other state or federal law
concerning accessibility for individuals with disabilities.

(q) The statements made in the BANC ONE Disclosure Letter and any
attachments thereto shall be deemed to constitute representations and
warranties of BANC ONE under this Merger Agreement to the same extent
as if herein set forth in full. Anything disclosed in the BANC ONE
Disclosure Letter or the attachments thereto shall be considered to
have been disclosed for purposes of all representations, warranties
and covenants under this Merger Agreement.

(r) BANC ONE has filed all reports, statements, forms and documents with
the SEC that it was required to file since December 31, 1988 (the "SEC
Filings"), all of which have complied in all material respects with
all applicable requirements of the 1933 Act and the 1934 Act. As of
their respective dates, each such SEC Filing did not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

14. Representations and Warranties of BANC ONE ARIZONA. BANC ONE ARIZONA
represents and warrants to CAPITAL that, except as set forth in the BANC
ONE Disclosure Letter, and except as otherwise indicated below:

(a) BANC ONE ARIZONA is a corporation duly organized and validly existing
under the laws of the State of Arizona, is a registered bank holding
company under the Bank Holding Company Act of 1956, as amended, and is
qualified to do business and is in good standing in the State of
Arizona together with all other jurisdictions where it is both
required to so qualify and the failure to so qualify would have a
Material Adverse Effect, and BANC ONE ARIZONA has full power and
authority (including all licenses, franchises, permits and other
governmental authorizations which are legally required) to engage in
the business and activities now conducted by it and its subsidiaries.
The authorized capital stock of BANC ONE ARIZONA is, and at the
Effective Time will be, 500 shares of common stock, no par value, of
which 500 shares are issued and outstanding, all of which are owned by
BANC ONE free and clear of all liens, security interests or other
encumbrances.

(b) The Board of Directors of BANC ONE ARIZONA has authorized execution of
this Merger Agreement and approved the acquisition of CAPITAL as
contemplated by said Merger Agreement. BANC ONE ARIZONA has all
requisite power and authority to enter into this Merger Agreement and,
after approval of the Holding Company Merger by BANC ONE, the sole
shareholder of BANC ONE ARIZONA, BANC ONE ARIZONA will have the
authority to consummate the transactions contemplated hereby. Subject
to shareholder approval, this Merger Agreement constitutes the valid
and legally binding obligation of BANC ONE ARIZONA and this Merger
Agreement and the consummation hereof have been duly authorized and
approved on behalf of BANC ONE ARIZONA by all requisite corporate
action. Subject to shareholder approval and provided the required
approvals are obtained from the Board, the OCC and the Utah
Commissioner, neither the execution and delivery of this Merger
Agreement nor the consummation of the Holding Company Merger will
conflict with, result in the breach of, constitute a default under or
accelerate the performance provided by the terms of any law, or any
rule or regulation of any governmental agency or authority or any
judgment, order or decree of any court, bank regulatory agency or
other governmental agency to which BANC ONE ARIZONA may be subject,
any contract, agreement or instrument to which BANC ONE ARIZONA is a
party or by which BANC ONE ARIZONA is bound or committed, or the
Articles of Incorporation or By-laws of BANC ONE ARIZONA, or
constitute an event which with the lapse of time or action by a third
party, could to the best of BANC ONE ARIZONA' knowledge, result in the
default under any of the foregoing or result in the creation of any
lien, charge or encumbrance upon any of the assets or properties of
BANC ONE ARIZONA or adversely affect the ability of BANC ONE ARIZONA
to consummate the transactions contemplated hereby.

15. Representations and Warranties of CAPITAL. CAPITAL represents and warrants
to BANC ONE that, except as set forth in CAPITAL's disclosure letter to
BANC ONE dated September , 1993 and delivered to BANC ONE not later than
the time of the execution of this Merger Agreement (the "CAPITAL Disclosure
Letter"), and except as otherwise indicated below:

(a) CAPITAL is a corporation duly organized and validly existing in good
standing under the laws of the State of Utah, is a registered bank
holding company under the Bank Holding Company Act of 1956, as
amended, and is qualified to do business and is in good standing in
all jurisdictions where it is both required to so qualify and where
the failure to so qualify would have a Material Adverse Effect, and
CAPITAL has full power and authority (including all licenses,
franchises, permits and other governmental authorizations which are
legally required) to engage in the businesses and activities now
conducted by it and the Subsidiaries. CAPITAL is not subject to any
formal or informal agreement or understanding with, nor is it subject
to any order of, any bank regulatory authority restricting or
prohibiting or attempting to restrict or prohibit any activities or
conduct of CAPITAL. As of June 30, 1993 and as of the date of this
Merger Agreement, the authorized capital stock of CAPITAL consists of
200,000 shares of CAPITAL Common, 150,345 of which shares are issued
and outstanding, 2,805 of which are treasury shares owned by CAPITAL.
All of the issued and outstanding shares of CAPITAL Common are duly
authorized, validly issued, fully paid and nonassessable and none are
issued in violation of the pre-emptive rights of any shareholder. As
of the date of this Merger Agreement, there are no outstanding
options, warrants or commitments of any kind related to CAPITAL's
capital stock.

(b) CAPITAL has furnished to BANC ONE copies of the following financial
statements relating to CAPITAL and CCB on a consolidated basis: (i)
the audited Consolidated Balance Sheet of CAPITAL as of December 31,
1992 and 1991, and the Consolidated Statements of Income,
Stockholders' Equity and Cash Flows for the years then ended, together
with the notes thereto, as audited by [KPMG Peat Marwick], Certified
Public Accountants; and (ii) the unaudited Consolidated Balance Sheet
of CAPITAL as at June 30, 1993 and the unaudited Consolidated
Statements of Income and Cash Flows for the period then ended,
together with the notes thereto. Each of the aforementioned financial
statements presents fairly, in accordance with generally accepted
accounting principles (applied on a consistent basis except as
disclosed in the footnotes thereto), the consolidated financial
position and results of operations of CAPITAL as of the dates and for
the periods therein set forth. Such financial statements do not, as
of the dates thereof, include any material asset or omit any material
liability, absolute or contingent, or other fact, the inclusion or
omission of which renders such financial statements, in light of the
circumstances under which they were made, misleading in any material
respect. Since June 30, 1993, there has not been any change in the
financial condition, results of operations or business of CAPITAL and
CCB that has had a Material Adverse Effect.

(c) The Board of Directors of CAPITAL has duly authorized the execution
and delivery of this Merger Agreement and approved the Holding Company
Merger as contemplated by the Merger Agreement and will recommended it
to the CAPITAL shareholders for adoption. Subject to the approval by
the shareholders of CAPITAL and the contemplated regulatory approvals,
this Merger Agreement constitutes the valid, legally binding and
enforceable obligation of CAPITAL and CAPITAL has all requisite power
and authority to enter into this Merger Agreement and CAPITAL has the
authority to consummate the transactions contemplated hereby so that,
provided all required corporate and regulatory approvals are obtained,
neither the execution and delivery of this Merger Agreement nor the
consummation of the Holding Company Merger will conflict with, result
in the breach of, constitute a default under or accelerate the
performance provided by the terms of any law, or any rule or
regulation of any governmental agency or authority or any judgment,
order or decree of any court, bank regulatory agency or other
governmental agency to which CAPITAL is subject, any contract,
agreement or instrument to which CAPITAL is a party or by which
CAPITAL is bound or committed, or the Certificate of Incorporation or
By-laws of CAPITAL, or constitute an event which with the lapse of
time or action by a third party, could, to the best of CAPITAL's
knowledge, result in the default under any of the foregoing or result
in the creation of any lien, charge or encumbrance upon any of the
assets or properties of CAPITAL or upon any of CAPITAL's capital
stock; except, in the case of contracts, agreements or instruments,
such defaults, conflicts or breaches which either (i) will be cured or
waived prior to the Effective Time or (ii) if not so cured or waived
would not, in the aggregate, have a Material Adverse Effect.

(d) The reserve for possible loan and lease losses shown on the June 30,
1993 Consolidated Balance Sheet of CAPITAL and CCB is adequate in all
material respects under the requirements of generally accepted
accounting principles to provide for possible losses, net of
recoveries relating to loans previously charged off, on loans
outstanding (including, without limitation, accrued interest
receivable) as of June 30, 1993.

(e) Except as disclosed in the financial statements referred to in Section
15(b), there is no litigation, action, suit, investigation or
proceeding pending or, to the best of the knowledge after due inquiry
of CAPITAL and its executive officers, overtly threatened, against or
affecting CAPITAL or CCB or involving any of their respective
properties or assets, at law or in equity, before any federal, state,
municipal, local or other governmental authority which is reasonably
likely to be resolved adversely to the interest of CAPITAL or CCB and,
if so resolved, would have a Material Adverse Effect, and to the best
of the knowledge and belief after due inquiry of CAPITAL and its
executive officers, no one has reasonable or valid grounds on which it
reasonably can be expected that anyone will assert or initiate any
such litigation, action, suit, investigation or proceeding against
CAPITAL or CCB based upon the wrongful action or inaction of CAPITAL
or CCB or any of their respective officers, directors or employees.

(f) CAPITAL and CCB have good and marketable title to all their respective
assets and properties, whether real or personal, tangible or
intangible, including without limitation the capital stock of CCB
owned by CAPITAL and all other assets and properties reflected in
CAPITAL's Consolidated Balance Sheet as of June 30, 1993 or acquired
subsequent thereto (except to the extent that such assets and
properties have been disposed of for fair value in the ordinary course
of business since June 30, 1993). Such assets and properties are
subject to no liens, mortgages, security interests, encumbrances,
pledges or charges of any kind, except (i) as reflected in said
Balance Sheet or the notes thereto; (ii) statutory liens for taxes not
yet delinquent; (iii) landlord's liens; and (iv) minor defects and
irregularities in title and encumbrances which do not materially
impair the use thereof for the purposes for which they are held; and
such liens, mortgages, security interests, encumbrances and charges do
not, in the aggregate, have a Material Adverse Effect. CAPITAL and
CCB as lessee have the right under valid and subsisting leases to
occupy, use, possess and control all property leased by CAPITAL and
CCB. At the Effective Time all limitations affecting such properties
will not, in the aggregate, have a Material Adverse Effect.

(g) To the best of the knowledge after due inquiry of CAPITAL and its
executive officers, CAPITAL and CCB have complied with all laws,
regulations and orders applicable to them and to the conduct of their
businesses, including without limitation, all statutes, rules and
regulations pertaining to the conduct of banking activities except for
violations which together with any penalty which results therefrom has
not had and will not have a Material Adverse Effect. Neither CAPITAL
nor CCB is in default under, and no event has occurred which, to the
best of CAPITAL's knowledge, after due inquiry, is likely to result in
the default under the terms of any judgment, decree, order, writ, rule
or regulation of any governmental authority or court, whether federal,
state or local and whether at law or in equity, in each case where the
default has had or is likely to have a Material Adverse Effect.

(h) CAPITAL has not, since June 30, 1993 to the date hereof, (i) sold or
issued any corporate debt securities or sold, issued, reissued or
increased its shares of its capital stock; (ii) granted any option for
the purchase of capital stock; (iii) declared or set aside or paid any
dividend or other distribution in respect of its capital stock, except
as permitted pursuant to Section 16(a) hereof or as incurred in
carrying out the transactions contemplated by this Merger Agreement,
or directly or indirectly, purchased, redeemed or otherwise acquired
any shares of such stock; (iv) incurred any obligation or liability
(absolute or contingent) except obligations or liabilities incurred in
the ordinary course of business, or mortgaged, pledged or subjected to
lien or encumbrance (other than landlord's liens and statutory liens
for taxes not yet delinquent and banking transactions conducted in the
ordinary course of business) on any of its material assets or
properties; (v) discharged or satisfied any material lien or
encumbrance or paid any material obligation or liability (absolute or
contingent), other than current liabilities included in CAPITAL's
financial statements as of June 30, 1993, current liabilities incurred
since the date thereof in the ordinary course of business and
liabilities incurred in carrying out the transactions contemplated by
this Merger Agreement; (vi) sold, exchanged or otherwise disposed of
any material capital assets; (vii) made any extraordinary officers'
salary increase or wage increase, entered into any employment contract
with any officer or salaried employee or instituted any employee
welfare, bonus, stock option, profit-sharing, retirement or similar
plan or arrangement; (viii) suffered any damage, destruction or loss,
whether or not covered by insurance, that has had a Material Adverse
Effect or waived any rights of value which, in the aggregate, have had
a Material Adverse Effect; (ix) entered or agreed to enter into any
agreement or arrangement granting any preferential right to purchase
any of its material assets, properties or rights or requiring the
consent of any party to the transfer and assignment of any such
material assets, properties or rights; or (x) entered into any other
material transaction (other than in the ordinary course of business)
except as expressly contemplated by this Merger Agreement.

(i) Except as set forth in the CAPITAL Document List (the "CAPITAL
Document List") attached to the CAPITAL Disclosure Letter, neither
CAPITAL nor CCB is a party to or bound by any written or oral (i)
employment or consulting contract which is not terminable by CAPITAL
or CCB on 60 days or less notice, (ii) employee bonus, deferred
compensation, pension, stock bonus or purchase, profit-sharing,
retirement or stock option plan, (iii) other employee benefit or
welfare plan, or (iv) other executory material agreements as defined
by the instructions to Exhibit 10 under Item 601 of SEC Regulation
S-K. All such pension, stock bonus or purchase, profit-sharing,
retirement, health and welfare plans (other than any multiemployer
plans) set forth in the CAPITAL Document List are in this section
hereinafter referred to collectively as the "Plans." Those Plans
intended to be qualified plans under Section 401(a) of the Code meet
any applicable requirements for favorable tax treatment under the
Code. All of the Plans which constitute employee pension benefit
plans or employee welfare plans subject to ERISA have been maintained
in compliance in all material respects with the applicable
requirements of ERISA. All material notices, reports and other
filings required under applicable law to be given or made to or with
any governmental agency with respect to the Plans have been timely
filed or delivered. CAPITAL has no knowledge of any circumstances
which would adversely affect the qualification of the Plans or their
compliance with the applicable requirements of ERISA, would result or
have resulted in liability under Title IV of ERISA or of any
unreported "reportable event" (as such term is defined in Section
4043(b) of ERISA) or any "prohibited transaction" (as such term is
defined in Section 406 of ERISA and Section 4975(c) of the Code) which
has occurred since the date on which said sections became applicable
to the Plans and which could reasonably be expected to result in any
material liability of CAPITAL or CCB to the PBGC, the Department of
Treasury, the Department of Labor or any multiemployer plan. Those
Plans which are defined benefit plans within the meaning of ERISA meet
the minimum funding standards set forth in the Code and ERISA and the
assets of such Plans equal or exceed the present value of accrued
benefits on a termination basis under such Plans as of the most recent
plan valuation date. There are no pending or threatened claims (other
than claims for benefits in the ordinary course), lawsuits or
arbitrations which have been asserted or instituted against the Plans,
any fiduciaries thereof with respect to their duties to the Plans or
the assets of any of the trusts under any of the Plans which could
reasonably be expected to result in any material liability of CAPITAL
or CCB to the PBGC, the Department of Treasury, the Department of
Labor or any multiemployer plan.

(j) CAPITAL and/or CCB have duly filed all federal, state, county and
local income, franchise, bank, excise, real and personal property and
other tax returns and reports (including, but not limited to, those
relating to social security, withholding, unemployment insurance, and
occupation, sales, and use taxes and those filed on a consolidated,
combined or unitary basis) required to have been filed by CAPITAL or
CCB up to the date hereof. CAPITAL has made available to BANC ONE a
copy of its Federal income tax return for the years 1991 and 1992.
All of the foregoing returns are true and correct in all material
respects, and CAPITAL and CCB have paid or, prior to the Effective
Time, will pay all taxes, interest, additions to tax, and penalties
shown on such returns or reports as being due or (except to the extent
the same are contested in good faith and, if material, summarized in
the CAPITAL Disclosure Letter) claimed to be due to any federal,
state, county, local or other taxing authority, and there is, and at
the Effective Time will be, no basis for any additional claim or
assessment which might materially and adversely affect CAPITAL and
CCB, except for those being contested in good faith and summarized in
the CAPITAL Disclosure Letter. CAPITAL and CCB have paid or made
adequate provision in their financial statements or on their books and
records for all taxes payable in respect of all periods ending on or
before the date hereof. CAPITAL and CCB have, or at the Effective
Time will have, no liability for any taxes, interest, additions to
tax, or penalties of any nature whatsoever, except for those taxes
which may have arisen up to the Effective Time in the ordinary course
of business and are properly accrued on the books of CAPITAL and CCB
as of the Effective Time or are being contested in good faith and
have, if material, been summarized in the CAPITAL Disclosure Letter.

(k) CAPITAL and CCB have in effect insurance coverage with reputable
insurers which in respect of amounts, premiums, types and risks
insured, constitutes reasonably adequate coverage against all risks
customarily insured against by bank holding companies and their
subsidiaries comparable in size and operations to CAPITAL and CCB.

(l) CAPITAL has not incurred and will not incur any liability for
brokerage, finders', agents', or investment bankers' fees or
commissions in connection with this Merger Agreement or the
transactions contemplated hereby except for fees, in an amount which
BANC ONE, in good faith, deems reasonable and appropriate, to an
independent investment banker or adviser of recognized expertise in
the banking field (the "Investment Banker"), to be selected by
CAPITAL, acceptable to BANC ONE, in connection with such investment
banker's written opinion regarding the fairness of the Holding Company
Merger to the shareholders of CAPITAL and of the Bank Merger to the
minority shareholders of CCB from a financial point of view.

(m) CAPITAL has annexed to the CAPITAL Disclosure Letter a loan schedule
identifying certain loan agreements, notes and borrowing arrangements
(the "CAPITAL Loan Schedule") between CCB and its borrowers, as of the
date hereof. Except as specifically noted on the CAPITAL Loan
Schedule, CCB is not, (i) as of the date hereof, a party to any
written or, to CAPITAL's actual knowledge, oral (A) loan agreement,
note or borrowing arrangement which has been classified as
"substandard," "doubtful," "loss," "other loans especially mentioned"
or any comparable classifications by CAPITAL, CCB or banking
regulator; (B) loan agreement, note, or borrowing arrangement,
including any loan guaranty, with any director, executive officer or
ten percent shareholder of CAPITAL, or to the actual knowledge of
CAPITAL and its executive officers, after due inquiry, any person,
corporation or enterprise controlling, controlled by or under common
control with any of the foregoing; or, (C) to the best of CAPITAL's
knowledge, loan agreement, note or borrowing arrangement in violation
of any law, regulation or rule of any governmental authority and which
violation could, to the best of CAPITAL's knowledge after due inquiry,
have a Material Adverse Effect, and (ii), as of the close of business
on July 31, 1993, except for loans with an unpaid principal balance of
$500,000 or more (which loans are set forth on the CAPITAL Loan
Schedule as of the date hereof), a party to any written or, to
CAPITAL's actual knowledge, oral loan agreement, note or borrowing
arrangement, other than credit card loans and other loans the unpaid
balance of which does not exceed $50,000 per loan, under the terms of
which the obligor is over 60 days delinquent in payment of principal
or interest or, to the best of CAPITAL's knowledge, in default of any
other provision as of the dates shown thereon.

(n) None of the information provided by CAPITAL or CCB to BANC ONE for
inclusion in the Proxy Statement or related registration statement or
any amendment or supplement thereto (to the extent so included as so
provided) shall contain (in the case of information relating to the
Proxy Statement, at the time it is mailed and in the case of
information relating to the registration statement, at the time it
becomes effective) any untrue statement of a material fact or shall
omit to state a material fact necessary to make the statements
contained therein, in light of the circumstances in which they are
made, not misleading.

(o) CAPITAL has annexed a contracts schedule (the "CAPITAL Contracts
Schedule") to the CAPITAL Disclosure Letter setting forth certain
material contracts, including credit agreements, on which CAPITAL or
CCB is the obligor, maker, issuer or guarantor as of the date hereof.
Except as specifically disclosed on the CAPITAL Contracts Schedule,
neither CAPITAL nor CCB is, as of the date hereof, a party to any
material contract and/or any material credit agreement as obligor,
maker, issuer or guarantor and which contract or agreement contains
covenants which make the acquisition of CAPITAL or CCB by or merger
with another entity a condition of default or acceleration.

(p) Attached hereto as Exhibit A is CAPITAL's Subsidiaries List which sets
forth the complete legal name of CCB and of each other entity, if any,
in which CAPITAL or CCB own or control 5% or more of its capital or
voting stock (a "Subsidiary"), a designation of the laws under which
CCB and each Subsidiary is incorporated, the activities conducted by
CCB and each Subsidiary and the regulatory approvals, if any,
requested and/or obtained by CAPITAL, CCB and/or each Subsidiary in
connection with the acquisition of such entity and/or the regulatory
approvals received by CAPITAL, CCB and any Subsidiary necessary to
engage in such activities. Except for CCB and as set forth in Exhibit
A, CAPITAL and CCB have no Subsidiaries. Except as may be set forth
in Exhibit A, CAPITAL owns beneficially and of record all the
outstanding shares of capital stock of CCB and of each Subsidiary
listed thereon, which stock is fully paid and non-assessable, except
as provided by law. Neither CAPITAL, CCB or any other Subsidiary
listed on Exhibit A is a party to any partnership or joint venture
except as may be set forth and described in Exhibit A.

CCB is a corporation duly organized and validly existing in good
standing under the laws of the State of Utah and has full power and
authority (including all licenses, franchises, permits and other
governmental authorizations which are legally required) to engage in
the businesses and activities now conducted by it and is duly
qualified to do business and is in good standing in all jurisdictions
where the failure to so qualify (together with all such failures)
would have a Material Adverse Effect. As of June 30, 1993, the
authorized capital stock of CCB consisted of 200,000 shares of CCB
Common, 132,850 of which were issued and outstanding and none of which
were treasury shares of CCB, and 50,000 shares of CCB Preferred,
24,000 of which were issued and outstanding and none of which were
treasury shares of CCB. CCB has granted and there is outstanding CCB
Options related to 7,917 shares of CCB Common. Of the 132,850 issued
and outstanding shares of CCB Common, 114,768 were owned by CAPITAL
and 18,082 of such shares were owned by minority shareholders of CCB.

(q) No employee of CAPITAL or CCB is represented, for purposes of
collective bargaining, by a labor organization of any type. CAPITAL
is unaware of any efforts during the past five years to unionize or
organize any employees of CAPITAL or CCB, and no claim related to such
employees under the Fair Labor Standards Act, National Labor Relations
Act, Civil Rights Act of 1964, Walsh-Healy Act, Davis Bacon Act, Civil
Rights Act of 1866, Age Discrimination in Employment Act, Equal Pay
Act of 1963, Executive Order No. 11246, Federal Unemployment Tax Act,
Vietnam Era Veterans Readjustment Act, Occupational Safety and Health
Act, or any state or local employment related law, order, ordinance or
regulation, no unfair labor practice, discrimination or wage-and-hour
claim is pending or, to the best of CAPITAL's knowledge, threatened
against CAPITAL or CCB, which claim has had or is reasonably likely to
have a Material Adverse Effect.

(r) To the actual knowledge of CAPITAL and its executive officers: (i)
with respect to any Contaminant, there are no material actions,
proceedings or investigations pending or threatened before any federal
or state environmental regulatory body, or before any federal or state
court, alleging non-compliance with or liability in connection with,
by CAPITAL or CCB, CERCLA or any other Environmental Laws; (ii) there
is no reasonable basis for the institution of any material action,
proceeding or investigation against CAPITAL or CCB under any
Environmental Law; (iii) neither CAPITAL nor CCB is responsible in any
material respect under any Environmental Law for any Release; (iv)
neither CAPITAL nor CCB is responsible for any material costs of any
response action required by virtue of any Release of any Contaminant
into the environment including, without limitation, costs arising from
investigation, removal or remediation of Contaminants, security
fencing, alternative water supplies, temporary evacuation and housing
and other emergency assistance undertaken by any environmental
regulatory body or any other person; (v) CAPITAL and CCB is, in all
material respects, in compliance with all applicable Environmental
Laws; and (vi) no real property owned or used by CAPITAL or CCB
contains any Contaminant including, without limitation, any asbestos,
PCBs or petroleum products or byproducts in any form, the presence,
location or condition of which (a) could require remediation or other
corrective action pursuant to any Environmental Law in any material
respect, or (b) otherwise would pose any significant health or safety
risk unless remedial measures were taken.

(s) CAPITAL and/or the CCB (i) have surveyed the facilities where CAPITAL
and CCB conduct their businesses including, without limitation, ATMs
(collectively, the "CAPITAL Facilities") for compliance with ADA; (ii)
have developed action plans to remove architectural barriers including
communication barriers that are structural in nature from existing
CAPITAL Facilities (collectively, the "CAPITAL Barriers") when such
removal is "readily achievable," as that term is defined in ADA; (iii)
will finalize action plans for ATMs upon clarification by the ATBCB;
(iv) have developed or will develop schedules for CAPITAL Barrier
removal from CAPITAL Facilities in such action plans so that CAPITAL
Barrier removal was completed on January 26, 1992 or will be completed
as soon as practicable; and (v) have removed all CAPITAL Barriers in
CAPITAL Facilities or will cause all CAPITAL Barriers to be removed in
accordance with such action plans. All "alterations" (as such term is
defined in ADA) to CAPITAL Facilities undertaken after January 26,
1992 comply with ADA and the ADAAG. Effective January 26, 1992, all
plans and designs for new construction to be utilized by CAPITAL and
CCB comply with ADA and ADAAG. To the best of CAPITAL's knowledge,
after due inquiry, no material investigations, proceedings, or
complaints, formal or informal, are pending or threatened against
CAPITAL and/or CCB in connection with CAPITAL Facilities under ADA,
ADAAG, or any other state or federal law concerning accessibility for
individuals with disabilities.

(t) The statements made and the information included in the CAPITAL
Disclosure Letter and any attachments thereto shall be deemed to
constitute representations and warranties of CAPITAL under this Merger
Agreement to the same extent as if herein set forth in full. Anything
disclosed in the CAPITAL Disclosure Letter or the attachments thereto
shall be considered to have been disclosed for purposes of all
representations, warranties and covenants under this Merger Agreement.

(u) There are no credit agreements on which CAPITAL or CCB is the maker,
issuer or guarantor and which contain provisions which make the
acquisition of CAPITAL or CCB by or merger into another entity a
condition of default or acceleration.

16. Action by CAPITAL Pending Effective Time. CAPITAL agrees that from the
date of this Merger Agreement until the earlier of the Effective Time or
the time that this Merger Agreement is terminated, except with the prior
written permission of BANC ONE, which, in any case covered by Section 16(d)
hereof, shall not be unreasonably withheld:

(a) Beginning with the third calendar quarter of 1993 and for each
succeeding calendar quarter thereafter prior to that calendar quarter
in which the Effective Time shall occur, CAPITAL

(i) will not declare or pay any dividends or make any distributions
on shares of CAPITAL Common, except cash dividends of $0.25 per
share per quarter;

(ii) except as hereinbelow provided, will not declare or pay any
dividends or make any distributions in any amount on its CAPITAL
Common in the quarter in which the Effective Time shall occur
and in which the shareholders of CAPITAL Common are entitled to
receive regular quarterly dividends on the shares of BANC ONE
Common into which the shares of CAPITAL Common have been
converted. It is the intent of this part (ii) to provide that
the holders of CAPITAL Common will receive either the payment of
cash dividends on their shares of CAPITAL Common or the payment
of cash dividends as the holders of shares of BANC ONE Common
received in exchange for the shares of CAPITAL Common for the
calendar quarter during which the Effective Time shall occur,
but will not receive and will not become entitled to receive for
the same calendar quarter both the payment of a cash dividend as
shareholders of CAPITAL and the payment of a cash dividend as
the holders of the shares of BANC ONE Common received in
exchange for the shares of CAPITAL Common. In the event that
CAPITAL does not declare and pay cash dividends on its CAPITAL
Common in a particular calendar quarter because of CAPITAL's
reasonable expectation that the Effective Time would occur in
said calendar quarter wherein the holders of CAPITAL Common
would have become entitled to receive cash dividends for such
calendar quarter on the shares of BANC ONE Common to have been
exchanged for the shares of CAPITAL Common, and the Effective
Time does not in fact occur effective in said calendar quarter,
then, as a result thereof, CAPITAL shall be entitled to declare
and pay a cash dividend (within the limitations of this Section
16) on said shares of CAPITAL Common for said calendar quarter
as soon as reasonably practicable.

The declaration of any dividends within the limitations of this
paragraph shall remain within the discretion of the Board of Directors
of CAPITAL.

(b) Neither CAPITAL or CCB will issue, sell, grant any option for, or
acquire for value any shares of its capital stock or otherwise effect
any change in connection with its equity capitalization, except that
(i) CCB may issue up to 7,917 shares of CCB Common in connection with
the exercise of all the CCB Options and (ii) CCB may redeem all 24,000
shares of CCB Preferred at its par value of $50.00 per share plus
accrued and unpaid dividends thereon to the date of redemption.

(c) Except as otherwise set forth in or contemplated by this Merger
Agreement, CAPITAL will carry on its businesses in substantially the
same manner as heretofore, use its reasonable best efforts to keep in
full force and effect insurance comparable in amount and scope of
coverage to that now maintained by it and use its reasonable best
efforts to maintain and preserve its business organization intact.

(d) Except as may be otherwise provided in the Benefits Agreement, neither
CAPITAL nor CCB will (i) enter into any new line of business or incur
or agree to incur any obligation or liability except liabilities and
obligations (including corporate debt issuances) incurred in the
ordinary course of business, except as may be directed by any
regulatory agency; (ii) except as may be directed by any regulatory
agency, change its or the Subsidiaries' lending, investment, liability
management and other material banking policies in any material
respect; (iii) except in the ordinary course of business and
consistent with prior practice, grant any general or uniform increase
in the rates of pay of employees; (iv) establish any new employee
benefit plan or amend any existing plan (except as required by law or
permitted in the Benefits Letter) so as to increase by any significant
amount the benefits payable thereunder; (v) incur or commit to any
capital expenditures other than in the ordinary course of business
(which will in no event include the establishment of new branches or
any other facilities or any capital expenditures in excess of $50,000
for any individual project for any purpose); or (vi) merge into,
consolidate with or permit any other corporation to be merged or
consolidated with it or any of its Subsidiaries or acquire outside of
the ordinary course of business part of or all the assets or stock of
any other corporation or person.

(e) CAPITAL will not change its or CCB's methods of accounting in effect
at December 31, 1992, except as required by changes in generally
accepted accounting principles as concurred in by KPMG Peat Marwick,
or change any of its methods of reporting income and deductions for
Federal income tax purposes from those employed in the preparation of
CAPITAL's Federal income tax returns for the taxable years ending
December 31, 1992 and 1991, except as required by changes in law or
regulation.

(f) CAPITAL will afford BANC ONE, its officers and other authorized
representatives, such access to all books, records, bank examination
reports (as permitted by law), tax returns, leases, contracts and
documents of CAPITAL and CCB and will furnish to BANC ONE such
information with respect to the assets and business of CAPITAL and CCB
as BANC ONE may from time to time reasonably request in connection
with this Merger Agreement and the transactions contemplated hereby.

(g) CAPITAL will promptly advise BANC ONE in writing of all material
corporate actions taken by the directors and shareholders of CAPITAL
and/or CCB, furnish BANC ONE with copies of all monthly and other
interim financial statements of CAPITAL and CCB as they become
available, and keep BANC ONE fully informed concerning all trends and
developments which in the opinion of CAPITAL may have a Material
Adverse Effect on CAPITAL and/or CCB.

(h) CAPITAL, CCB and their respective officers, directors and employees
will not contract for or acquire, at the expense of CAPITAL or CCB, a
policy or policies providing for insurance coverage for directors,
officers and/or employees of CAPITAL and/or CCB for any period
subsequent to the Effective Time for events occurring before or after
the Effective Time; provided, however, that CAPITAL may renew, extend
or replace existing policies in the ordinary course consistent with
past practices for periods of not greater than one year.

17. Action by BANC ONE Pending Effective Time. BANC ONE agrees that from the
date of this Merger Agreement until the Effective Time, except with prior
written permission of CAPITAL:

(a) BANC ONE will not adopt or implement any amendment to its Articles of
Incorporation or any plan of reorganization which would affect in any
manner the terms and provisions of the shares of BANC ONE Common or
the rights of the holders of such shares or reclassify the BANC ONE
Common.

(b) Except as otherwise set forth in or contemplated by this Merger
Agreement, BANC ONE will carry on its businesses in substantially the
same manner as heretofore, use its reasonable best efforts to keep in
full force and effect insurance comparable in amount and scope of
coverage to that now maintained by it and use its reasonable best
efforts to maintain and preserve its business organization intact.

(c) BANC ONE will not change its or its subsidiaries' methods of
accounting in effect at December 31, 1992, except as required by
changes in generally accepted accounting principles as concurred with
by Coopers & Lybrand, its independent auditors, or change any of its
methods of reporting income and deductions for Federal income tax
purposes from those employed in the preparation of the Federal income
tax returns of BANC ONE for the taxable years ending December 31, 1992
and 1991, except as required by changes in law or regulation.

(d) BANC ONE will afford CAPITAL, its officers and other authorized
representatives, such access to all books, records, bank examination
reports (as permitted by law), tax returns, leases, contracts and
documents of BANC ONE and its subsidiaries and will furnish to CAPITAL
such information with respect to the assets, earnings and business of
BANC ONE and its subsidiaries as CAPITAL may from time to time
reasonably request in connection with this Agreement and the
transactions contemplated hereby.

18. Conditions to Obligations of BANC ONE and BANC ONE ARIZONA. The
obligations of BANC ONE and BANC ONE ARIZONA to effect the Holding Company
Merger are subject, unless waived by BANC ONE, to the satisfaction of the
following conditions on or prior to the Effective Time:

(a) There shall not have been any change in the consolidated financial
condition, aggregate net assets, shareholders' equity, business or
operating results of CAPITAL and CCB, taken as a whole, from June 30,
1993 to the Effective Time that has had a Material Adverse Effect.

(b) CAPITAL shall not have paid cash dividends from June 30, 1993 to the
Effective Time, except as permitted under this Merger Agreement.

(c) All representations by CAPITAL contained in this Merger Agreement
shall be true in all material respects at, or as of, the Effective
Time as though such representations were made at and as of said date,
except for changes contemplated by the Merger Agreement, and except
also for representations as of a specified time other than the
Effective Time, which shall be true in all material respects at such
specified time; provided, however, that the representation of CAPITAL
contained in Section 15(d) shall be true in all material respects as
applied to the Balance Sheet of CAPITAL included in the most recently
available quarterly or annual report to CAPITAL shareholders as of
the close of the most recent calendar quarter prior to the Effective
Date (as hereinafter defined) and the reserve for possible loan and
lease losses included therein, as though each reference to "June 30,
1993" in such section were a reference to the last day of the most
recent calendar quarter prior to the day of the Effective Time (the
"Effective Date").

(d) BANC ONE shall have received the opinion of legal counsel for CAPITAL,
dated as of the Effective Time, substantially to the effect set forth
in Exhibit E hereto, together with a copy of the Certificate of
Incorporation, as amended, of CAPITAL certified by the Utah Division
of Banking and a copy of the charter documents, as amended, of CCB
and, for Certificates of Good Standing for both CAPITAL and CCB dated
as a date not more than 20 days prior to the Effective Time from the
Secretary of State or Utah Division of Corporations or other
appropriate governmental or regulatory entities, as applicable.

(e) CAPITAL shall have performed in all material respects all agreements
and conditions required by this Merger Agreement to be performed and
satisfied by it at or prior to the Effective Time.

(f) As of the close of the most recent calendar quarter (or if the
Effective Time shall occur within 20 days following the close of a
calendar quarter, then as of the next preceding calendar quarter)
cumulative earnings reported by CAPITAL since June 30, 1993 shall be
greater than or equal to the amount calculated by multiplying (a)
$400,000 by (b) the number of full calendar quarters which have passed
since June 30, 1993 and for which earnings have been reported as of
such date, times (c) 0.9. As used in this Section "reported" means
reported on CAPITAL's financial statements prepared in accordance with
generally accepted accounting principles applied on a basis consistent
with CAPITAL's financial statements for the years ended December 31,
1992 and 1991, as included in CAPITAL's annual reports to
shareholders subject to any subsequent adjustments required to be
reported to the SEC whether or not such adjustments have, as yet, been
reported with the following adjustments, if any, net of related tax
savings and costs which were reflected in net income for the relevant
period(s) added back into or deducted from net income for the
applicable period: (i) investment banking expenses, outside legal and
accounting fees, or other costs associated with the Holding Company
Merger, (ii) gains or losses on sales of assets outside of the
ordinary course of business, (iii) any other expenses upon which BANC
ONE and CAPITAL shall mutually agree, and (iv) any other reserves or
adjustments requested by BANC ONE or referenced in the CAPITAL
Disclosure Letter.

(g) The total number of shares of CAPITAL Common issued and outstanding
shall not be more than 150,345 shares and there shall be no options,
warrants or commitments of any kind related to CAPITAL's capital stock.

(h) The aggregate of (i) the fractional share interests of BANC ONE Common
to be paid in cash pursuant to Section 7(c), and (ii) the shares of
BANC ONE Common to which holders of CAPITAL Common would have been
entitled as of the Effective Time but who, as of the Effective Time,
have taken steps to perfect their rights as dissenting shareholders
pursuant to the provisions of applicable law, shall not be more than
10% of the maximum aggregate number of shares of BANC ONE Common which
could be issued as a result of the Holding Company Merger and the Bank
Merger.

(i) There shall be no exercisable CCB Options or CCB Preferred issued and
outstanding immediately prior to the Effective Time. CCB's capital
stock shall consist solely of 140,767 shares of CCB Common, not fewer
than 114,768 of which shall be owned by CAPITAL.

(j) CAPITAL shall have furnished BANC ONE a certificate, signed on its
behalf by the Chairman or President and the Secretary or an Assistant
Secretary of CAPITAL and dated as of the Effective Time, certifying as
to the form of and adoption of resolutions of the Board and
shareholders of CAPITAL approving the Merger Agreement and the Holding
Company Merger, respectively, and to the effect that the conditions
described in Paragraphs (a), (b), (c), (e), (f) (g) and (i) of this
Section 18 have been fully satisfied.

19. Conditions to Obligations of CAPITAL. The obligations of CAPITAL to effect
the Holding Company Merger are subject, unless waived by CAPITAL, to the
satisfaction on or prior to the Effective Time of the following conditions:

(a) There shall not have been any change in the consolidated financial
condition, aggregate net assets, shareholders' equity, business, or
operating results of BANC ONE and its subsidiaries, taken as a whole,
from June 30, 1993 to the Effective Time that has had a Material
Adverse Effect.

(b) All representations by BANC ONE and BANC ONE ARIZONA contained in this
Merger Agreement shall be true in all material respects at, or as of,
the Effective Time as though such representations were made at and as
of said date, except for changes contemplated by this Merger
Agreement, and except also for representations as of a specified time
other than the Effective Time, which shall be true in all material
respects at such specified time; provided, however, that the
representation of BANC ONE contained in Section 13(d) shall be true in
all material respects as applied to the Consolidated Balance Sheet of
BANC ONE included in the most recently available quarterly or annual
report to BANC ONE's shareholders and/or BANC ONE's report to the SEC
on Form 10-Q or Form 10-K as of the close of the most recent calendar
quarter prior to the Effective Date and the reserve for possible loan
and lease losses included therein, as though each reference to "June
30, 1993" in such section were a reference to the last day of the most
recent calendar quarter prior to the Effective Date.

(c) CAPITAL shall have received the opinion of counsel for BANC ONE and
BANC ONE ARIZONA (i) on and dated the date on which the registration
statement described in Section 10(d) of this Merger Agreement shall
have become effective as described in Section 19(b) of this Merger
Agreement substantially to the effect of paragraphs numbered 7, 8 and
9 of Exhibit F hereto and (ii) on and dated as of the Effective Time
substantially to the effect set forth in Exhibit F hereto, together
with a copy of the Articles of Incorporation of BANC ONE certified by
the Secretary of State of the State of Ohio and a copy of the Articles
of Incorporation of BANC ONE ARIZONA certified by the Secretary of
State of the State of Arizona and copies of such other charter
documents and Certificates of Good Standing of BANC ONE and BANC ONE
ARIZONA dated as of a date not more than 20 days prior to the day of
the Effective Time from the Ohio and Arizona Secretaries of State,
respectively, as CAPITAL shall reasonably require.

(d) BANC ONE and BANC ONE ARIZONA shall have performed all agreements and
conditions required by this Merger Agreement to be performed and
satisfied by it at or prior to the Effective Time.

(e) As of the close of the most recent calendar quarter (or if the
Effective Time shall occur within 20 days following the close of a
calendar quarter, then as of the close of the next preceding calendar
quarter) cumulative per share earnings reported by BANC ONE since June
30, 1993 shall be greater than or equal to the amount calculated by
multiplying (a) $0.77 by (b) the number of full calendar quarters
which have passed since June 30, 1993 and for which earnings have been
reported as of such date, times (c) 0.9. As used in this Section,
"reported" means reported on BANC ONE's consolidated financial
statements prepared in accordance with generally accepted accounting
principles applied on a basis consistent with BANC ONE's consolidated
financial statements for the years ended December 31, 1992 and 1991,
as included in BANC ONE's reports to the SEC on Forms 10-K or BANC
ONE's annual reports to shareholders subject to any subsequent
adjustments required to be reported to the SEC whether or not such
adjustments have, as yet, been reported.

(f) BANC ONE shall have furnished CAPITAL a certificate, signed by the
Chairman or President or an Executive Vice President and by the
Secretary or Assistant Secretary of BANC ONE and dated as of the
Effective Time certifying as to the form of and adoption of the
resolutions of the Boards of BANC ONE and of BANC ONE ARIZONA
approving the Merger Agreement and the Holding Company Merger, and to
the effect that the conditions described in Paragraphs (a), (b), (d)
and (e) of this Section 19 have been fully satisfied.

(g) The shares of BANC ONE Common to be issued to the holders of CAPITAL
Common and CCB Common shall be listed on the NYSE.

(h) CAPITAL shall have received an opinion from the Investment Banker
dated as of a date not more than five days prior to the date of the
Proxy Statement, to the effect that, in the opinion of the Investment
Banker, the Holding Company Merger is fair to the shareholders of
CAPITAL Common and the Bank Merger is fair to the shareholders of CCB
Common (except for CAPITAL) from a financial point of view, and such
opinion shall have been confirmed in writing by the Investment Banker
as of a date not more than five days prior to the Effective Time.

20. Conditions to Obligations of All Parties. In addition to the provisions of
Sections 18 and 19 hereof, the obligations of BANC ONE and CAPITAL to
effect the Holding Company Merger shall be subject to the satisfaction of
the following conditions on or prior to the Effective Time:

(a) The parties hereto shall have received all necessary approvals of
governmental agencies and authorities of the transactions contemplated
by this Merger Agreement and each of such approvals shall remain in
full force and effect at the Effective Time. BANC ONE shall notify
CAPITAL promptly upon receipt of all necessary governmental
approvals. At the Effective Time, (i) no party hereto shall be
subject to any order, decree or injunction of a court or governmental
agency of competent jurisdiction which enjoins or prohibits the
consummation of the Holding Company Merger or the Bank MERGER; and
(ii) no statute, rule, regulation, order, injunction or decree shall
have been enacted, entered, promulgated or enforced by any
governmental authority which prohibits or makes illegal consummation
of the Holding Company Merger or the Bank Merger.

(b) The registration statement required to be filed by BANC ONE pursuant
to Section 10(d) of this Merger Agreement shall have become effective
by an order of the SEC, the shares of BANC ONE Common to be exchanged
in the Holding Company Merger and the Bank Merger shall have been
qualified or exempted under all applicable state securities laws, and
there shall have been no stop order issued or threatened by the SEC
that suspends or would suspend the effectiveness of the registration
statement, and no proceeding by the SEC shall have been commenced,
pending or overtly threatened for such purpose and the BANC ONE Common
to be issued in the Holding Company Merger or the Bank Merger will be
authorized for trading on the NYSE.

(c) This Merger Agreement and the Holding Company Merger shall have been
duly approved and adopted by the requisite affirmative vote of the
shareholders of CAPITAL and BANC ONE ARIZONA and the Bank Merger and
the Bank Merger Agreement shall have been duly ratified and approved
by the requisite vote of the shareholders of BANK ONE UTAH and CCB.

(d) Gerrish & McCreary, P.C. shall have issued its written opinion, dated
as of the day of the Effective Time, satisfactory to CAPITAL and BANC
ONE, respectively, substantially to the effect set forth in clauses
(a) through (e) of Section 12 of this Merger Agreement and there shall
exist as of, at or immediately prior to the Effective Time no facts or
circumstances which would render such opinion inapplicable in any
respect to the transactions to be consummated hereunder.

(e) Coopers & Lybrand shall have issued its written opinion, dated as of a
date not later than the Effective Time, satisfactory, in good faith,
to BANC ONE, advising that the transaction herein contemplated may be
properly accounted for as a pooling-of-interests; provided, however,
that this condition shall be deemed to have been waived by BANC ONE if
the inability to obtain such opinion arises out of, or results
directly or indirectly from, any action taken by BANC ONE, BANC ONE
ARIZONA or any of their respective subsidiaries contrary to that
contemplated by this Merger Agreement.

21. Indemnification.

(a) In the event of any threatened or actual claim, action, suit,
proceeding or investigation, whether formal or informal and whether
civil, administrative or criminal, including, without limitation, any
such claim, action, suit, proceeding or investigation in which any
person who is now, or has been at any time prior to the date hereof,
or who becomes prior to the Effective Time, a director, officer,
employee, fiduciary or agent of CAPITAL or CCB (the "Indemnified
Parties") is, or is threatened to be, made a party or a witness, based
in whole or in part on, or arising in whole or in part out of, or
pertaining to, this Merger Agreement or any of the transactions
contemplated hereby (a "Merger Related Event"), whether in any case
asserted or arising before or after the Effective Time, the parties
hereto agree to cooperate and use their reasonable best efforts to
defend against and respond to such claim, action, suit, proceedings or
investigation. It is understood and agreed that, provided that, with
regard to any Merger Related Event, and conditioned upon the Holding
Company Merger becoming effective, BANC ONE shall indemnify and hold
harmless, as and to the fullest extent permitted by applicable law,
each Indemnified Party against any and all losses, claims, damages,
liabilities, costs, expenses (including attorneys' fees and expenses),
judgments and fines, and amounts paid in settlement, in connection
with any such threatened or actual claim, action, suit, proceedings or
investigation; provided, however, that BANC ONE shall not be liable
for any settlement effected without its prior written consent (which
consent shall not be unreasonably withheld). In the event of any such
threatened or actual claim, action, suit, proceedings or investigation
(whether asserted or arising before or after the Effective Time), (i)
BANC ONE shall pay expenses (including attorney's fees and expenses)
in advance of the final disposition of any claim, suit, proceedings or
investigation to each Indemnified Party to the fullest extent
permitted by applicable law, and (ii) BANC ONE shall use its
reasonable best efforts to assist in the vigorous defense of any such
matter; provided, however, that BANC ONE's obligations as herein set
forth shall not apply to any losses, claims, damages, liabilities,
costs, expenses, judgments, fines and amounts paid in settlement by
any Indemnified Party involving the fraud, bad faith and/or reckless
disregard of such Indemnified Party or related to any threatened or
actual claim, action, suit, proceedings or investigation brought by
BANC ONE against any Indemnified Party. Any Indemnified Party wishing
to claim indemnification under this Section 21(a) shall, upon learning
of or having reason to anticipate any such claim, action, suit,
proceedings or investigation, immediately notify BANC ONE thereof.

(b) BANC ONE shall insure that all rights to indemnification and all
limitations of liability existing in favor of the Indemnified Parties
as provided in CAPITAL's Certificate of Incorporation and By-laws or
similar governing documents of CCB, as in effect as of July 1, 1993,
or as otherwise provided for or allowed under applicable law as in
effect as of the date hereof or as amended at a time prior to the
Effective Time, with respect to claims or liabilities arising from
facts or events existing or occurring prior to the Effective Time,
shall survive the Holding Company Merger and the Bank Merger and shall
continue in full force and effect, without any amendment thereto, for
a period of six (6) years from the Effective Time; provided, however,
that all rights to indemnification in respect of any claim asserted or
made within such period shall continue until the final disposition of
such claim.

(c) From and after the Effective Time, persons who, immediately prior to
the Effective Time, served as the directors, officers and employees of
CAPITAL and CCB, who, following the Effective Time, continue as
directors, officers and/or employees of the Surviving Corporation or
one of its subsidiaries, shall have indemnification rights having
prospective application only, except, however, for the indemnification
rights set forth in paragraphs (a) and (b) of this Section 21. These
prospective indemnification rights shall consist of (i) such rights to
which directors, officers and employees are entitled under the
provisions of the Certificate of Incorporation, Bylaws or similar
governing documents of the Surviving Corporation and its subsidiaries,
as applicable, as in effect from time to time after the Effective
Time, as applicable, and provisions of applicable law as in effect
from time to time after the Effective Time and (ii) those
indemnification rights set forth in agreements, if any, between BANC
ONE and the directors and executive officers of the Surviving
Corporation and its subsidiaries. Such agreements, if any, which
shall be executed as soon as practicable following the Effective Time,
shall provide certain indemnification rights that are comparable to
those provided to directors, officers and employees of BANC ONE and
its subsidiaries generally, but which rights may be greater or lesser
than the indemnification rights available in clause (i) above.

(d) The obligations of BANC ONE provided under paragraphs (a) and (b) this
Section 21 are intended to be the joint and several obligations of
BANC ONE and the Surviving Corporation and to benefit, and be
enforceable against BANC ONE and the Surviving Corporation directly
by, the Indemnified Parties, and shall be binding on all respective
successors and permitted assigns of BANC ONE and the Surviving
Corporation.

(e) In the event BANC ONE or the Surviving Corporation or any of its
successors or assigns (i) consolidates with or merges into any other
person and shall not be the continuing or surviving corporation or
entity of such consolidation or merger, or (ii) transfers or conveys
all or substantially all of its properties and assets to any person,
then, and in each such case, proper provision shall be made so that
the successors and assigns of BANC ONE or the Surviving Corporation,
as the case may be, assume the obligations set forth in this Section
21.

22. Non-Survival of Representations and Warranties. The respective
representations and warranties of CAPITAL, BANC ONE and BANC ONE ARIZONA
contained in this Merger Agreement shall not survive the Effective Time;
provided, however, that BANC ONE's obligation to pay certain expenses
pursuant to Section 10(e) of this Merger Agreement and to indemnify
pursuant to Section 21 of this Agreement shall survive the Effective Time.

23. Governing Law. This Merger Agreement shall be construed and interpreted
according to the applicable laws of the State of Utah, except as the laws
of the State of Arizona are expressly applicable to the Holding Company
Merger.

24. Assignment. This Merger Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Merger
Agreement nor any of the rights, interest, or obligations hereunder shall
be assigned by any of the parties hereto without the prior written consent
of the other parties.

25. Satisfaction of Conditions; Termination.

(a) BANC ONE and BANC ONE ARIZONA agree to use their reasonable best
efforts to obtain satisfaction of the conditions of this Merger
Agreement insofar as they relate to BANC ONE and BANC ONE ARIZONA, and
CAPITAL agrees to use its reasonable best efforts to obtain the
satisfaction of the conditions of this Merger Agreement insofar as
they relate to CAPITAL, in each case as soon as possible.

(b) This Merger Agreement may be terminated at any time prior to the
Effective Time, whether before or after approval of the Holding
Company Merger by the shareholders of BANC ONE ARIZONA or by CAPITAL's
shareholders, upon the occurrence of any of the following by written
notice from BANC ONE to CAPITAL (authorized by the Board of Directors
of BANC ONE), or by written notice from CAPITAL to BANC ONE
(authorized by the Board of Directors of CAPITAL), as the case may be:

(i) If any material condition to the obligations of BANC ONE and/or
BANC ONE ARIZONA set forth in Section 18 or 20 is not
substantially satisfied at the time or times contemplated
thereby and such condition is not waived by BANC ONE or if any
material condition to the obligations of CAPITAL as set forth in
Section 19 or 20 is not substantially satisfied at the time or
times contemplated thereby and such condition is not waived by
CAPITAL, it being understood that each party's right to
terminate under this Section 25 (b)(i) shall relate only to
conditions to that party's obligations;

(ii) In the event of a material breach by the other of any
representation, warranty, condition or agreement contained in
this Merger Agreement that is not cured within 30 days of the
time that written notice of such breach is received by such
other party from the party giving notice; or

(iii) If the Holding Company Merger shall not have been consummated on
or before July 15, 1994.

(c) In the event that BANC ONE's pre-acquisition investigation and review
of CAPITAL as described in Section 10(n) of this Merger Agreement
discloses matters which BANC ONE in good faith believes to be either
(i) inconsistent in any material respect with any of the
representations and warranties of CAPITAL contained in this Agreement
or (ii), in the reasonable judgment of the Board of Directors of BANC
ONE, to be either (x) of such significance as to materially and
adversely affect the financial condition or the results of operations
of CAPITAL and CCB on a consolidated basis or (y) to deviate
materially and adversely from CAPITAL's audited financial statements
for the year ended December 31, 1992, BANC ONE shall have the right to
terminate this Merger Agreement as set forth in this Section 25(c) as
supplemented by the CAPITAL Disclosure Letter by giving written notice
of termination to CAPITAL within seven days of the conclusion of such
pre-acquisition investigation.

(d) In the event that CAPITAL's pre-acquisition investigation and review
of BANC ONE as described in Section 10(o) of this Merger Agreement
discloses matters which CAPITAL in good faith believes to be either
(i) inconsistent in any material respect with any of the
representations and warranties of BANC ONE contained in this
Agreement, or (ii) in the reasonable judgment of the Board of
Directors of CAPITAL, to be either (x) of such significance as to
materially and adversely affect the financial condition or the results
of operations of BANC ONE and its subsidiaries on a consolidated basis
or (y) to deviate materially and adversely from BANC ONE's audited
financial statements for the year ended December 31, 1992, CAPITAL may
elect to terminate this Merger Agreement by giving written notice of
termination to BANC ONE within seven days of the conclusion of such
pre-acquisition investigation.

(e) In the event the BANC ONE Average Price (as defined in Section 7 of
this Merger Agreement) is less than $35.00 per share (the "Termination
Price"), CAPITAL, by action of its Board of Directors, in its sole
discretion, may, but is not required to, elect to terminate this
Merger Agreement, whether before or after approval of the Merger by
the shareholders of BANC ONE ARIZONA or by CAPITAL's shareholders, by
giving written notice of such election to BANC ONE within two NYSE
trading days after the Valuation Period (as defined in Section 7 of
this Merger Agreement). In determining whether to terminate this
Merger Agreement pursuant to this Section 25(e), the Board of
Directors of CAPITAL may consider whether the fact that the BANC ONE
Average Price is less than $35.00 per share is attributable to general
market conditions, reflects an inability of BANC ONE Common to earn
and/or maintain an acceptable level of return in the future, the
relative stock prices of CAPITAL, BANC ONE and other national and
regional bank holding companies or selected groups thereof, and any
other pertinent factors, including, without limitation, general
economic and market conditions. In the event that BANC ONE shall
declare a stock dividend or distribution upon or subdivide, split up,
reclassify or combine BANC ONE Common or declare a dividend, or make a
distribution on BANC ONE Common in any security convertible into BANC
ONE Common (except for the Stock Split which was taken into account
herein), appropriate adjustment will be made in the Termination Price.

A termination resulting from CAPITAL's election under this Section
25(e) shall be deemed to have been a termination by mutual consent of
the parties.

(f) This Merger Agreement may be terminated and abandoned (whether before
or after approval of the Holding Company Merger by the shareholders of
BANC ONE ARIZONA or by CAPITAL's shareholders) by mutual written
consent of CAPITAL, BANC ONE ARIZONA and BANC ONE authorized by their
respective Boards of Directors.

(g) In the event of termination of this Merger Agreement (i) caused
otherwise than by a willful breach of this Merger Agreement by any of
the parties hereto or (ii) pursuant to Section 25(c) or (d), this
Merger Agreement shall cease and terminate, the acquisition of CAPITAL
as provided herein shall not be consummated, and none of BANC ONE,
BANC ONE ARIZONA nor CAPITAL shall have any liability to any other
party under this Merger Agreement of any nature whatever, except for
BANC ONE's obligations related to the printing of the proxy
solicitation materials, including any liability for damages, provided,
however, that the duties of the parties with respect to confidential
information as set forth in Section 10(f) shall survive any such
termination. If the Holding Company Merger is not consummated as the
result of termination of this Merger Agreement caused otherwise than
by willful breach of a party hereto, BANC ONE, BANC ONE ARIZONA and
CAPITAL each shall pay its own fees and expenses incident to the
negotiation, preparation and execution of this Merger Agreement, the
respective shareholders' meetings and actions of the parties and all
other acts incidental to, contemplated by or in pursuance of the
transactions contemplated by this Merger Agreement, including fees and
expenses of their respective counsel, accountants and other experts
and advisors.

(h) If termination of this Merger Agreement shall be judicially determined
to have been caused by willful breach of this Merger Agreement, then,
in addition to other remedies at law or equity for breach of this
Merger Agreement, the party so found to have willfully breached this
Merger Agreement shall indemnify the other parties for their
respective costs, fees and expenses of their counsel, accountants and
other experts and advisors as well as fees and expenses incident to
negotiation, preparation and execution of this Merger Agreement and
related documentation and their shareholders' meetings and consents.

26. Waivers; Amendments. Any of the provisions of this Merger Agreement may be
waived at any time by the party which is, or the shareholders of which are,
entitled to the benefit thereof, provided, however, such waiver, if
material to CAPITAL or its shareholders, may be made only following due
authorization by the Board of Directors of CAPITAL. This Merger Agreement
may be amended or modified in whole or in part by an agreement in writing
executed in the same manner (but not necessarily by the same persons) as
this Merger Agreement and which makes reference to this Merger Agreement,
provided, however, such amendment or modification may be made only
following due authorization by the respective Boards of Directors of
CAPITAL, BANC ONE ARIZONA and BANC ONE; provided, further, however, that
after a favorable vote by the shareholders of CAPITAL any such action shall
be taken by CAPITAL only if, in the opinion of its Board of Directors, such
amendment or modification will not have any material adverse effect on the
benefits intended under this Merger Agreement for the shareholders of
CAPITAL and will not require resolicitation of any proxies from such
shareholders.

27. Entire Agreement. Subject to the exceptions noted in the next following
sentence, this Agreement supersedes any other agreement, whether written or
oral, that may have been made or entered into by CAPITAL, BANC ONE ARIZONA
and BANC ONE or by any officer or officers of such parties relating to the
acquisition of the business or the capital stock of CAPITAL and/or its
Subsidiaries by BANC ONE or BANC ONE ARIZONA. Except for the BANC ONE
Disclosure Letter and any attachment thereto, the CAPITAL Disclosure Letter
and any attachments thereto, the Benefits Agreement, this Merger Agreement
constitutes the entire agreement by the parties, and there are no
agreements or commitments except as set forth herein and therein.

28. Captions; Counterparts. The captions in this Merger Agreement are for
convenience only and shall not be considered a part of or affect the
construction or interpretation of any provision of this Merger Agreement.
This Merger Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument.

29. Notices. All notices and other communications hereunder may be made by
mail, hand-delivery or by courier service. If notices and other
communications are made by nationally recognized overnight courier service
for overnight delivery, such notice shall be deemed to have been given one
business day after being forwarded to such a nationally recognized
overnight courier service for overnight delivery and otherwise when
received. All notices and other communications hereunder given to any
party shall be communicated to the remaining party to this Merger Agreement
by mail or by hand-delivery in the same manner as herein provided.

(a) If to BANC ONE, to:

BANC ONE CORPORATION
Attention of: Chief Executive Officer
100 East Broad Street
Columbus, Ohio 43271

With a copy to:

BANC ONE CORPORATION
Attention of: Roman J. Gerber
General Counsel
100 East Broad Street
Columbus, Ohio 43271

(b) If to CAPITAL, to:

CAPITAL BANCORP
Attention of: Allen Barbieri
President
2200 South State Street
Salt Lake City, Utah 84115

With a copy to:

Gerrish & McCreary, P.C.
Attention of: Jeffrey C. Gerrish, Esq.
700 Colonial Road, Suite 200
Memphis, Tennessee 38117

BANC ONE ARIZONA CORPORATION
Attention of: Richard J. Lehmann
Chairman of the Board
241 North Central
Phoenix, Arizona 85004

With a copy to:

BANC ONE ARIZONA CORPORATION
Attention of: Rand D. Haddock
General Counsel
241 North Central
Phoenix, Arizona 85004

Notwithstanding the foregoing, it is understood that delivery by CAPITAL of
the CAPITAL Disclosure Letter to Phillip L. Weaver shall constitute
delivery of said CAPITAL Disclosure Letter to BANC ONE.

IN WITNESS WHEREOF, this Merger Agreement has been executed the day and year
first above written.

BANC ONE CORPORATION
ATTEST:

CHARLES F. ANDREWS By: ROMAN J. GERBER
Charles F. Andrews Roman J. Gerber
Assistant Secretary Executive Vice President

CAPITAL BANCORP
ATTEST:

KENT R. JONES By: NORTON PARKER
Kent R. Jones
Assistant Secretary

BANC ONE ARIZONA CORPORATION
ATTEST:

R. D. HADDOCK By: JOHN W. WESTMAN

TABLE OF CONTENTS TO MERGER AGREEMENT

Page

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

Section 1. Holding Company Merger . . . . . . . . . . . . . . . . . . . 3
Section 2. Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3. Business . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 4. Effective Time of Holding Company Merger;
Articles of Incorporation . . . . . . . . . . . . . . . . 4
Section 5. Effect of Holding Company Merger . . . . . . . . . . . . . . 4
Section 6. Liabilities upon Holding Company Merger;
Service of Process . . . . . . . . . . . . . . . . . . . 5
Section 7. Conversion of Shares . . . . . . . . . . . . . . . . . . . . 5
Section 8. Board of Directors; Employees; and Name Change . . . . . . . 11
Section 9. Employee Benefits . . . . . . . . . . . . . . . . . . . . . 11
Section 10. Undertakings of the Parties . . . . . . . . . . . . . . . . 12
Section 11. Dissenting Shareholders . . . . . . . . . . . . . . . . . . 20
Section 12. Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 13. Representations and Warranties of BANC ONE . . . . . . . . . 21
Section 14. Representations and Warranties of BANC ONE ARIZONA . . . . . 32
Section 15. Representations and Warranties of CAPITAL . . . . . . . . . 33
Section 16. Action by CAPITAL Pending Effecting Time . . . . . . . . . . 45
Section 17. Action by BANC ONE Pending Effective Time . . . . . . . . . 49
Section 18. Conditions to Obligations of BANC ONE and
BANC ONE ARIZONA . . . . . . . . . . . . . . . . . . . . . 50
Section 19. Conditions to Obligations of CAPITAL . . . . . . . . . . . . 52
Section 20. Conditions to Obligations of All Parties . . . . . . . . . . 55
Section 21. Indemnification . . . . . . . . . . . . . . . . . . . . . . 56
Section 22. Non-Survival of Representations and Warranties . . . . . . . 59
Section 23. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 60
Section 24. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 25. Satisfaction of Conditions; Termination . . . . . . . . . . 60
Section 26. Waivers; Amendments . . . . . . . . . . . . . . . . . . . . 64
Section 27. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . 64
Section 28. Captions; Counterparts . . . . . . . . . . . . . . . . . . . 64
Section 29. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 65

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

EXHIBIT A - CAPITAL Subsidiaries List
EXHIBIT B - Bank Merger Agreement
EXHIBIT C - Form of Plan of Merger
EXHIBIT D - Form of Undertaking by Affiliates
EXHIBIT E - Opinion of Counsel for CAPITAL
EXHIBIT F - Opinion of Counsel for BANC ONE and BANC ONE ARIZONA

EXHIBITS TO AGREEMENT AND PLAN OF MERGER

Exhibit A - CAPITAL Subsidiaries List

Exhibit B - Bank Merger Agreement

Exhibit C - Form of Plan of Merger

Exhibit D - Form of Undertaking by Affiliates

Exhibit E - Opinion of Counsel for CAPITAL

Exhibit F - Opinion of Counsel for BANC ONE and BANC ONE ARIZONA

EXHIBIT A

CAPITAL SUBSIDIARIES LIST

Other
Activities for
Incorporated Activities Which Regulatory
Name Under Conducted Approval Obtained

Capital City Bank * Utah law commercial None
bank

* Capital Bancorp owns beneficially and of record 86.39% of the issued and
outstanding common stock of Capital City Bank ("CCB") which is Capital
Bancorp's sole subsidiary. CCB has issued options for 7,917 shares of
common stock which are currently exercisable at $60.00 per share; and
24,000 shares of $50 par value, noncumulative, nonvoting preferred stock.
Neither the options, the preferred stock, nor the remaining 13.61% of CCB's
common stock are held by Capital Bancorp.

EXHIBIT B

BANK MERGER AGREEMENT

This Bank Merger Agreement made as of this day of , 1993
between Bank One, Utah, National Association, Salt Lake City, Utah ("BANK ONE
UTAH") and Capital City Bank, South Salt Lake City, Utah ("CCB").

WITNESSETH

WHEREAS, BANK ONE UTAH is a national banking association with its principal
office located in Salt Lake City, Salt Lake County, Utah. BANK ONE UTAH is a
wholly owned direct subsidiary of Banc One Arizona Corporation, Phoenix,
Arizona ("BANC ONE ARIZONA") and a wholly owned indirect subsidiary of BANC ONE
CORPORATION ("BANC ONE"). As of the date hereof, BANK ONE UTAH has 870,919
shares of authorized capital stock consisting solely of common stock with par
value of $35.00 per share ("BANK ONE UTAH Common"), all of which are issued and
outstanding. As of June 30, 1993, BANK ONE UTAH had capital of $28,277,165,
surplus of $28,277,165 and undivided profits of $14,217,508; and

WHEREAS, CCB is a corporation organized under the laws of the State of Utah
with its principal office located in South Salt Lake City, Salt Lake County,
Utah. At the present time, CCB is a subsidiary of Capital Bancorp
("CAPITAL"). At the effective time of the merger provided for herein, CAPITAL
will merge with BANC ONE ARIZONA and CCB will be a wholly owned subsidiary of
BANC ONE ARIZONA. As of June 30, 1993 and as of the date hereof, CCB has
200,000 shares of authorized capital stock consisting solely of common stock
having a par value of $10.00 per share ("CCB Common") and 50,000 shares of
non-voting, non-cumulative preferred stock with a par value of $50.00 per share
("CCB Preferred"). As of June 30, 1993 and as of the date hereof, there were
132,850 shares of CCB Common issued and outstanding and 24,000 of CCB Preferred
issued and outstanding. As of June 30, 1993, CCB had common capital of
$1,328,500, surplus of $2,522,500, undivided profits of $3,659,134 and
preferred stock of $1,200,000. As of June 30, 1993 and as of the date hereof,
CCB had outstanding options for 7,917 shares of CCB Common (the "CCB Options").

As of the date of this Agreement, 114,768 shares of CCB Common is owned by
CAPITAL, a Utah corporation and registered bank holding company.

WHEREAS, BANC ONE ARIZONA and CAPITAL have entered into a Merger Agreement
dated , 1993, joined in by BANC ONE (the "Holding Company Merger
Agreement") providing for the merger of CAPITAL with and into BANC ONE ARIZONA
(the "Holding Company Merger");

WHEREAS, it is desirable that following the Holding Company Merger, CCB, as
an affiliate of BANC ONE ARIZONA and BANC ONE, be merged with and into BANK ONE
UTAH;

WHEREAS, BANK ONE UTAH and CCB have each adopted this Bank Merger Agreement
by the concurrence of at least a majority of their respective Boards of
Directors pursuant to the authority set forth in the National Banking Act, as
amended (12 U.S.C. Section 215a);

NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and for the purpose of prescribing the terms and conditions of
the merger of CCB with and into BANK ONE UTAH (the "Bank Merger"), the manner
of carrying the same into effect, the manner and basis of converting the CCB
Common and BANK ONE UTAH Common and such other details and provisions as are
deemed necessary or desirable, the parties hereby agree as follows:

ARTICLE I
GENERAL

SECTION 1.1. THE BANK MERGER. Pursuant to the terms and conditions
hereinafter set forth and the provisions of 12 U.S.C. Section 215a, CCB shall
be merged with and into BANK ONE UTAH, with BANK ONE UTAH to survive the Bank
Merger as the Continuing Bank under the Charter and Articles of Association of
BANK ONE UTAH.

SECTION 1.2. EFFECTIVE TIME. Subject to and upon satisfaction of all
requirements of law and the terms and conditions specified in this Bank Merger
Agreement, including, among other conditions, receipt of the approval of the
Comptroller of the Currency and, if appropriate, approvals of other bank
regulatory agencies, the Bank Merger shall become effective at the time
specified in the Bank Merger approval to be issued by the Comptroller of the
Currency. The time of such effectiveness is hereinafter referred to as the
"Effective Time." Not later than the Effective Time, the participating banks
shall file appropriate documents, if so required, with the Utah Department of
Financial Institutions, the Utah Secretary of State or the Utah Department of
Commerce as required to effect the Bank Merger pursuant to Utah law.

SECTION 1.3. NAME, OFFICES, ARTICLES OF ASSOCIATION AND BY-LAWS OF THE
CONTINUING BANK.

(a) The name of BANK ONE UTAH (hereinafter sometimes called the "Continuing
Bank" when reference is made to it as of the time of the Bank Merger or
thereafter) shall not be changed as a result of the Bank Merger;

(b) The principal office and place of business of BANK ONE UTAH, 80 West
Broadway, Salt Lake City, Utah 84101, shall be the established and
authorized principal office and place of business of the Continuing Bank.
The main office of CCB shall be operated as a branch of Continuing Bank and
the branch offices of BANK ONE UTAH and CCB shall be established and
authorized branch offices of the Continuing Bank;

(c) The Articles of Association of the Continuing Bank shall be as set forth in
Schedule 1, annexed hereto. The Bylaws of the Continuing Bank shall be the
Bylaws of BANK ONE UTAH in effect immediately prior to the Effective Time,
until amended.

SECTION 1.4. BOARD OF DIRECTORS. The Board of Directors of the Continuing
Bank shall consist of those persons whose names and addresses are as set forth
in Schedule 2, attached hereto, who are currently Directors of BANK ONE UTAH or
CCB. Each Director shall hold office from and after the time of his
qualification as Director of the Continuing Bank and until his successor is
elected and has qualified.

SECTION 1.5. OFFICERS. The officers of BANK ONE UTAH in office immediately
prior to the Effective Time shall, at the Effective Time, continue as officers
of the Continuing Bank, each to hold office in accordance with the Bylaws of
the Continuing Bank as in effect at and after the Effective Time. Following
the Bank Merger, officers of CCB immediately prior to the Effective Time shall
become officers of Continuing Bank with titles and responsibilities to be
determined.

ARTICLE II
MANNER AND BASIS OF CONVERTING COMMON STOCK AND
CAPITALIZATION OF THE CONTINUING BANK

SECTION 2.1. CONVERSION OF CAPITAL STOCK. Subject to the conditions and
limitations set forth in this Bank Merger Agreement and the Holding Company
Merger Agreement, by virtue of the Bank Merger and without any action on the
part of any holder of shares of CCB Common:

(a) At the Effective Time:

(i) The aggregate dollar amount and number of shares of BANK ONE
UTAH Common of the par value of Thirty-five Dollars ($35) per
share issued and outstanding immediately prior to the Effective
Time (specifically, $30,482,165 divided into 870,919 shares)
shall be continue as 870,919 issued and outstanding shares of
common stock of the par value of Thirty-five Dollars ($35) per
share of BANK ONE UTAH as the Continuing Bank.

(ii) Each of the not more than 114,768 shares of CCB Common which
shall be owned by CAPITAL or BANC ONE ARIZONA immediately prior
to the Effective Time shall be cancelled and shall not
represent or continue as capital stock of the Continuing Bank
and shall not be exchanged for shares of BANC ONE Common. All
of the shares of CCB Common held by CCB as treasury shares
immediately prior to the Effective Time shall be cancelled and
shall not represent capital stock of the Continuing Bank and
shall not be exchanged for shares of BANC ONE Common.

(iii) Each of the not more than 25,999 shares of CCB Common that
shall be issued and outstanding immediately prior to the
Effective Time and which is held by a shareholder other than
CAPITAL or BANC ONE ARIZONA (hereinafter, the "CCB Minority
Shares" and which shall include not only the 18,082 shares of
CCB Common owned by minority shareholders of CCB as of the date
of this Bank Merger Agreement but also the not more than 7,917
shares of CCB Common which are acquired by a minority
shareholder and received upon the exercise of the CCB Options
prior to the Effective Time) shall be cancelled and shall not
represent or continue as capital stock of the Continuing Bank,
and at the Effective Time, and without further action, shall be
converted into shares of BANC ONE Common at the Bank Exchange
Rate which shall be calculated as set forth in this Section
2.1(a)(iii). CCB's shareholders of record at the Effective
Time (other than CAPITAL or BANC ONE ARIZONA and which
shareholders other than CAPITAL or BANC ONE ARIZONA are
hereinafter sometimes referred to as the "Minority
Shareholders) for the CCB Minority Shares then held by them,
respectively, shall be allocated and entitled to receive (upon
surrender of certificates representing said shares for
cancellation) shares of BANC ONE Common, which total number of
shares of BANC ONE Common shall have a market value as of the
Valuation Period (as hereinafter defined) equal to the product
of (x) the number of CCB Minority Shares that shall be issued
and outstanding immediately prior to the Effective Time, times
(y) $132.00 (hereinafter the amount so-calculated pursuant to
this Section 2.1(a)(iii) is referred to as the "Market Value"),
subject, however, to (A) the provisions of this Section
2.1(a)(iii) with respect to the minimum and maximum number of
shares to be exchanged, (B) the anti-dilution provisions of
Sections 7(e) and 7(f) of this Merger Agreement, and (C)
provisions set forth in Section 2.1(c) herein relative to
fractional shares.

For purposes of establishing the "Bank Exchange Rate," (the
number of shares of BANC ONE Common into which each CCB
Minority Share shall be converted at the Effective Time), each
share of BANC ONE Common shall be valued at the average of the
daily closing trade prices of BANC ONE Common on the NYSE
during the Valuation Period as reported in The Wall Street
Journal for NYSE Composite Transactions (the "BANC ONE Average
Price"); provided, however, that for purposes of Section 2.1 of
this Merger Agreement and the calculations herein required,
said BANC ONE Average Price will be deemed not to be greater
than $49.00 nor less than $40.54 per share. Such BANC ONE
Average Price shall then be divided into the Market Value (as
calculated pursuant to this Section 2.1(a)(iii), above) to
establish (to the nearest whole share) the aggregate number of
shares of BANC ONE Common into which all of the then issued and
outstanding CCB Minority Shares shall be converted at the
Effective Time. Such number of shares of BANC ONE Common shall
then be divided by the number of CCB Minority Shares issued and
outstanding immediately prior to the Effective Time with the
quotient therefrom, carried to three decimal places, being the
number of shares of BANC ONE Common into which each such CCB
Minority Share shall be converted at the Effective Time. In
the event the BANC ONE Average Price is below $40.54, the total
number of shares of BANC ONE Common into which the CCB Minority
Shares shall be converted will be the number of BANC ONE Common
shares calculated by multiplying (x) 3.255 times (y) the number
of CCB Minority Shares issued and outstanding immediately
prior to the Effective Time. In the event the BANC ONE Average
Price is above the $49.00, the total number of shares of BANC
ONE Common into which such CCB Minority Shares shall be
converted will be the number of BANC ONE Common shares
calculated by multiplying (x) 2.693 times (y) the number of CCB
Minority Shares that shall be issued and outstanding
immediately prior to the Effective Time (not including treasury
shares).

The maximum and minimum total number of shares of BANC ONE
Common for which all of the CCB Minority Shares shall be
exchanged shall be subject to adjustment in accordance with the
anti-dilution provisions of Section 2.1(e) of this Merger
Agreement. The Bank Exchange Rate shall be subject to
adjustment in accordance with the anti-dilution provisions of
Section 2.1(f) of this Merger Agreement. In no event, however,
will more than 84,746 shares of BANC ONE Common be exchanged
for all the shares of CCB Common held by Minority Shareholders.

(b) At the Effective Time, stock issued by reason of the Bank Merger shall
be allocated to the Minority Shareholders as of the Effective Time
with such shares of BANC ONE Common to be equal to the number of CCB
Minority Shares outstanding immediately prior to the Effective Time
multiplied by the Bank Exchange Rate as calculated pursuant to Section
2.1(a). Such allocation of BANC ONE Common for each CCB Minority
Share held of record at the Effective Time made on the basis of the
Bank Exchange Rate is subject to limitations relative to fractional
shares as set forth in Section 2.1(c) herein and to adjustments
pursuant to the anti-dilution provisions of Sections 2.1(e) and 2.1(f).

(c) No certificate for fractional shares of BANC ONE Common will be issued
by BANC ONE in connection with the exchange contemplated by the Bank
Merger, but in lieu thereof, any holder of CCB Minority Shares shall,
upon surrender of the certificate or certificates representing such
CCB Minority Shares, be paid cash, without interest, by BANC ONE for
such fractional shares on the basis of the BANC ONE Average Price.

(d) At the Effective Time, holders of certificates formerly representing
CCB Minority Shares will tender such certificates to BANC ONE and
subject to the provisions set forth above relating to fractional
shares, BANC ONE, or Bank One, Indianapolis, N.A., as Exchange Agent
for BANC ONE, will distribute to the holders of certificates formerly
representing CCB Minority Shares in exchange for and upon surrender
for cancellation by such holders of a certificate or certificates
formerly representing CCB Minority Shares the certificate(s) for
shares of BANC ONE Common in accordance with the Bank Exchange Rate.
Each certificate formerly representing CCB Minority Shares (other than
certificates representing CCB Minority Shares subject to the rights of
dissenting shareholders) shall be deemed for all purposes to evidence
the ownership of the number of shares of BANC ONE Common and cash for
fractional shares into which such shares have been converted, except,
however, and notwithstanding the foregoing, that, until such surrender
of the certificate or certificates formerly representing CCB Minority
Shares, the holder thereof shall not be entitled to receive any
dividend or other payment or distribution payable to holders of BANC
ONE Common. Upon such surrender (or in lieu of surrender other
provisions reasonably satisfactory to BANC ONE as are made as set
forth in the next following paragraph), there shall be paid to the
person entitled thereto the aggregate amount of dividends or other
payments or distributions (in each case without interest) which became
payable after the Effective Time on the whole shares of BANC ONE
Common represented by the certificates issued upon such surrender and
exchange or in accordance with such other provisions, as the case may
be. After the Effective Time, the holders of certificates formerly
representing CCB Minority Shares shall cease to have rights with
respect to such shares (except such rights, if any, as they may have
as dissenting shareholders), and except as aforesaid, their sole
rights shall be to exchange said certificates for shares of BANC ONE
Common and cash for fractional shares in accordance with this Bank
Merger Agreement.

Certificates representing CCB Minority Shares surrendered for
cancellation by each shareholder entitled to exchange shares of CCB
Minority Shares for shares of BANC ONE Common by reason of the Bank
Merger shall be appropriately endorsed or accompanied by such
appropriate instruments of transfer as BANC ONE may reasonably
require; provided, however, that if there be delivered to BANC ONE by
any person who is unable to produce any such certificate formerly
representing CCB Minority Shares for transfer (i) evidence to the
reasonable satisfaction of BANC ONE that any such certificate has been
lost, wrongfully taken or destroyed, (ii) such security or indemnity
as reasonably may be requested by BANC ONE to save it harmless, and
(iii) evidence to the reasonable satisfaction of BANC ONE that such
person is the owner of the shares theretofore represented by each
certificate claimed by him or her to be lost, wrongfully taken or
destroyed and that he or she is the person who would be entitled to
present each such certificate and to receive shares of BANC ONE Common
pursuant to this Bank Merger Agreement, then BANC ONE, in the absence
of actual notice to it that any shares theretofore represented by any
such certificate have been acquired by a bona fide purchaser, shall
deliver to such person the certificate(s) representing shares of BANC
ONE Common which such person would have been entitled to receive upon
surrender of each such lost, wrongfully taken or destroyed certificate
for CCB Minority Shares.

(e) Except for BANC ONE's Stock Split, which has been taken into account
in this Bank Merger Agreement, if prior to the Effective Time BANC ONE
shall declare a stock dividend or distribution upon or subdivide,
split up, reclassify or combine its shares of common stock or declare
a dividend or make a distribution on its common stock in any security
convertible into its common stock, appropriate ratable adjustment or
adjustments will be made in the Bank Exchange Rate.

(f) Except for BANC ONE's Stock Split, which has been taken into account
in this Bank Merger Agreement, if prior to the Effective Time BANC ONE
shall declare a stock dividend or distribution upon or subdivide,
split up, reclassify or combine its shares of common stock in any
security convertible into its common stock, and the "Ex-Dividend Date"
(as herein defined) established for the shares being so divided or
otherwise diluted (if an "Ex-Dividend Date" is not established by the
NYSE) or the "Record Date" (as herein deferred) established for the
shares being so divided or otherwise diluted (if an "Ex-Dividend Date"
is not established by the NYSE, whichever is applicable, is subsequent
to the Valuation Period (as defined in Section 2.1(a) of this Bank
Merger Agreement), appropriate ratable adjustment or adjustments will
be made in the Bank Exchange Rate. The "Ex-Dividend Date" is that
date established by the NYSE for such distribution. The Record Date
is that date established by resolution of the Board of Directors of
the distributing party as the time as of which record ownership of the
distributing securities will entitle the record owner(s) to such
distribution.

SECTION 2.2. CAPITALIZATION OF THE CONTINUING BANK. The Continuing Bank shall
have capital stock of $30,482,165 divided into 870,919 shares of common stock,
each of $35 par value. Following the Bank Merger, all of the capital and
surplus of CCB will be added to the surplus of BANK ONE UTAH as the surplus of
the Continuing Bank. At the Effective Time, the Continuing Bank shall have
undivided profits, including capital reserves, which when combined with the
capital and surplus will be equal to the combined capital structures of BANK
ONE UTAH and CCB as set forth in the preamble of this Agreement, adjusted,
however, for normal earnings and expenses between the date of this Agreement
and the Effective Time. Pursuant to the Articles of Association of the
Continuing Bank as set forth in Schedule 1, annexed hereto, BANK ONE UTAH will
have authorized capital stock of 870,919 shares of common stock.

ARTICLE III
EFFECT OF THE BANK MERGER UPON
CCB AND BANK ONE UTAH

SECTION 3.1. GENERAL. Except as specifically set forth herein, at the
Effective Time, the identity, existence, purposes, powers, objects, franchises,
privileges, rights and immunities of BANK ONE UTAH shall continue unaffected
and unimpaired by the Bank Merger and the corporate franchises, existence and
rights of CCB shall be merged with and into the Continuing Bank. The separate
existence and corporate organization of CCB, except insofar as it may be
continued by statute, shall cease at the Effective Time. The Continuing Bank
shall at and after the Effective Time possess all of the rights, privileges,
immunities, powers and franchises, including appointments, designations and
nominations, and all other rights and interests as trustee, executor,
administrator, registrar or transfer agent of stocks and bonds, guardian,
conservator, assignee, receiver, and in every other fiduciary capacity, in the
same manner and to the same extent as was held or enjoyed by CCB or BANK ONE
UTAH at the Effective Time.

SECTION 3.2. PROPERTIES OF THE CONTINUING BANK. At the Effective Time, all
property, real, personal and mixed, and all debts due on whatever account and
all other chooses in action and all and every other interest, of or belonging
to, or due to, CCB shall be taken and deemed to be transferred to and vested in
the Continuing Bank without further act or deed, and the title to all real
estate, or any interest therein, under the laws of Utah or of any other state
or of the United States, vested in CCB shall vest in the Continuing Bank and
shall not revert or be in any way impaired by reason of the Bank Merger. CCB
shall execute all such instruments of transfer, if any, as shall be necessary
under the laws of the State of Utah or of any other state or of the United
States to vest all the right, title and interest of CCB in and to its assets in
the Continuing Bank.

SECTION 3.3. LIABILITIES OF CONTINUING BANK. The Continuing Bank at and after
the Effective Time shall be responsible and liable for and assume all of the
liabilities, deposits, contracts and obligations of CCB in the same manner and
to the same extent as if the Continuing Bank had itself incurred the same or
contracted therefor, and any claim existing or action or proceeding pending by
or against CCB may be prosecuted to judgment as if the Bank Merger had not
taken place, or the Continuing Bank may be substituted in place of CCB.
Neither the rights of creditors nor any liens upon the property of CCB or BANK
ONE UTAH shall be impaired by reason of the Bank Merger, but such liens shall
be limited to the property upon which they were liens immediately prior to the
Effective Time.

The filing of this Bank Merger Agreement with the Secretary of State of the
State of Utah, accompanied by such other documents as are required by Utah law
shall operate as a consent by the Continuing Bank that it may be sued and
served with process in the State of Utah in any suit, action or proceeding for
the enforcement of any obligation or liability of CCB including any amount
payable to any dissenting shareholder; as an irrevocable consent by the
Continuing Bank to service upon and by the Utah Secretary of State as agent of
the Continuing Bank to accept service of process in any such suit, action or
proceeding for the enforcement of any such obligation or liability; as an
appointment by the Continuing Bank of , Bank One,
Utah, N.A., whose address is 80 West Broadway, Salt Lake City, Utah 84101, as
agent of the Continuing Bank for service of process in any action, suit or
proceeding to enforce any such obligation or liability of CCB, to whom the Utah
Secretary of State or Department of Commerce may mail a copy of any such
process served upon the Utah Secretary of State or Department of Commerce; and
as an agreement by the Continuing Bank that it will promptly pay to dissenting
shareholders of CCB the amounts, if any, to which they shall be entitled under
applicable law.

ARTICLE IV
CONDITIONS

This Bank Merger Agreement is subject to, and consummation of the Bank Merger
herein provided for is conditioned upon the fulfillment prior to the Effective
Time of each of the following conditions:

(a) approval of this Bank Merger Agreement by the affirmative vote of not less
than two-thirds of the outstanding shares of CCB Common and by the
affirmative vote of all of the outstanding shares of BANK ONE UTAH Common;
and

(b) procurement of all other actions, consents, approvals or rulings,
governmental or otherwise, and satisfaction of all other requirements of
law (including without limitation the approval of the Office of the
Comptroller of the Currency) which are, or in the opinion of counsel for
CCB or BANK ONE UTAH may be, necessary to permit or enable the Continuing
Bank, upon and after the Bank Merger, to conduct all or any part of the
business and activities of CCB in the manner in which such business and
activities were conducted by it prior to the Bank Merger.

ARTICLE V
TERMINATION

Notwithstanding anything herein to the contrary, this Bank Merger Agreement may
be terminated by (a) agreement of the parties, (b) by any party in the event
the Holding Company Merger Agreement shall have been terminated and (c) by BANC
ONE in accordance with Section 10(t) of the Holding Company Merger Agreement.

ARTICLE VI
MISCELLANEOUS

SECTION 6.1. EXPENSES. The parties to this Bank Merger Agreement shall pay
expenses incurred by each of them, respectively, in connection with the
transactions contemplated herein.

SECTION 6.2. COUNTERPARTS; CAPTIONS. This Bank Merger Agreement may be
executed simultaneously in any number of counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument. The title of this Bank Merger Agreement and the headings herein
set out are for convenience of reference only and shall not be deemed a part of
this Bank Merger Agreement.

SECTION 6.3. AMENDMENT. At any time before or after approval and adoption
hereof by the respective shareholders of CCB and BANK ONE UTAH, this Bank
Merger Agreement may be amended by agreement among CCB and BANK ONE UTAH.

SECTION 6.4. GOVERNING LAW. This Bank Merger Agreement and the legal
relations among the parties hereto shall be governed by and construed in
accordance with the laws of the United States and of the State of Utah, except
as otherwise required.

SECTION 6.5. DIVIDENDS. CCB shall continue to pay dividends in accordance
with its regular practices during the period between the date this Bank Merger
Agreement is executed and the date of the consummation of the Bank Merger
contemplated herein.

IN WITNESS WHEREOF, CCB and BANK ONE UTAH have caused this Bank Merger
Agreement to be executed in counterparts by their duly authorized officers and
their corporate seals to be hereunto affixed as of the date first above written.

BANK ONE, UTAH, NATIONAL
ASSOCIATION

[SEAL] By:

ATTEST:

CAPITAL CITY BANK

[SEAL] By:

ATTEST:

Schedule 1

Articles of Association
of
Bank One, Utah, National Association

Schedule 2

DIRECTORS OF THE CONTINUING BANK

EXHIBIT C

FORM OF PLAN OF MERGER

This Plan of Merger dated as of , 199 sets forth certain of the
terms relating to the merger (the "Merger") of BANC ONE ARIZONA Corporation, an
Arizona corporation ("BANC ONE ARIZONA") and Capital Bancorp, a Utah
corporation ("Capital");

1. Merger and the Surviving Corporation.

(a) Subject to the terms and conditions of the Agreement and Plan of
Merger dated as of , 1993 (the "Merger Agreement") among
CAPITAL, BANC ONE ARIZONA and BANC ONE CORPORATION, an Ohio
corporation ("BANC ONE") and the sole shareholder of BANC ONE ARIZONA,
CAPITAL shall be merged with and into BANC ONE ARIZONA (which shall be
the surviving corporation in the Merger) in accordance with the
Arizona Business Corporation Act (the "Arizona BCA"). The Merger
shall become effective upon the issuance by the Secretary of State of
the State of Arizona of articles of merger with respect thereto. For
purposes hereof, the term "Effective Time" shall mean the time when
such articles of merger is issued by the Secretary of State of the
State of Arizona, and the term "Surviving Corporation" shall mean BANC
ONE ARIZONA as the corporation surviving the Merger.

(b) At the Effective Time, by virtue of the Merger, the Surviving
Corporation shall have all the rights, privileges, immunities and
powers, and shall be subject to all the duties and liabilities, of a
corporation organized under the Arizona BCA, and the Surviving
Corporation shall thereupon and thereafter possess all the rights,
privileges, immunities, and franchises, of a public as well as of a
private nature, of each of BANC ONE ARIZONA and CAPITAL; and all
property, real, personal, and mixed, and all debts due on whatever
account, and all other chooses in action, and all and every other
interest, of or belonging to or due to each of BANC ONE ARIZONA and
CAPITAL, shall be taken and deemed to be transferred to and vested in
the Surviving Corporation without further act or deed; and the title
to any real estate, or any interest therein, vested in either BANC ONE
ARIZONA or CAPITAL shall not revert or be in any way impaired by
reason of the Merger, and the Surviving Corporation shall be
responsible and liable for all the liabilities and obligations of each
of BANC ONE ARIZONA and CAPITAL, all with the full effect provided for
in the Arizona BCA.

(c) The Surviving Corporation shall be governed by the laws of the State
of Arizona. The Articles of Incorporation of BANC ONE ARIZONA in
effect immediately prior to the Effective Time shall be the Articles
of Incorporation of the Surviving Corporation at and after the
Effective Time.

(d) The By-laws of BANC ONE ARIZONA in effect immediately prior to the
Effective Time shall be the By-laws of the Surviving Corporation at
and after the Effective Time, until altered, amended or repealed as
provided therein and in the Articles of Incorporation of the Surviving
Corporation.

(e) The directors of BANC ONE ARIZONA in office immediately prior to the
Effective Time shall be the directors of the Surviving Corporation at
and after the Effective Time, until the next annual meeting of
shareholders at which their respective successors are elected and
qualified in accordance with the By-laws of the Surviving Corporation.

(f) The officers of BANC ONE ARIZONA in office immediately prior to the
Effective Time shall be the officers of the Surviving Corporation at
and after the Effective Time, holding the offices in the Surviving
Corporation which they held in BANC ONE ARIZONA immediately prior
thereto, until their successors are elected or appointed in accordance
with the By-laws of the Surviving Corporation and shall have duly
qualified.

2. Conversion of Stock.

(a) At the Effective Time:

(i) Each of the not more than 150,345 shares of CAPITAL Common that
shall be issued and outstanding immediately prior to the
Effective Time (excluding any shares held by CAPITAL as treasury
shares) shall thereupon and without further action be converted
into shares of BANC ONE Common at the Exchange Rate which shall
be calculated as set forth in this Section 2(a)(i). CAPITAL's
shareholders of record at the Effective Time for the shares of
CAPITAL Common then held by them, respectively, shall be
allocated and entitled to receive (upon surrender of
certificates representing said shares for cancellation) shares
of BANC ONE Common, which total number of shares of BANC ONE
Common shall have a market value as of the Valuation Period (as
hereinafter defined) equal to the product of (x) the number of
shares of CAPITAL Common that shall be issued and outstanding
(not including treasury shares) immediately prior to the
Effective Time, times (y) $100.35 (hereinafter the amount
so-calculated pursuant to this Section 2(a)(i) is referred to as
the "Market Value"), subject, however, to (A) the provisions of
this Section 2(a)(i) with respect to the minimum and maximum
number of shares to be exchanged, (B) the anti-dilution
provisions of Sections 2(e) and 2(f) of this Plan of Merger, and
(C) provisions set forth in Section 2(c) herein relative to
fractional shares.

For purposes of establishing the "Exchange Rate," (the number of
shares of BANC ONE Common into which each share of CAPITAL
Common shall be converted at the Effective Time), each share of
BANC ONE Common shall be valued at the average of the daily
closing trade prices of BANC ONE Common on the NYSE during the
Valuation Period as reported in The Wall Street Journal for NYSE
Composite Transactions (the "BANC ONE Average Price"); provided,
however, that for purposes of Section 2 hereof and the
calculations herein required, said BANC ONE Average Price will
be deemed not to be greater than $49.00 nor less than $40.54 per
share. Such BANC ONE Average Price shall then be divided into
the Market Value (as calculated pursuant to this Section
2(a)(i), above) to establish (to the nearest whole share) the
aggregate number of shares of BANC ONE Common into which all of
the then issued and outstanding shares of CAPITAL Common shall
be converted at the Effective Time. Such number of shares of
BANC ONE Common shall then be divided by the number of shares of
CAPITAL Common that shall be issued and outstanding immediately
prior to the Effective Time with the quotient therefrom, carried
to three decimal places, being the number of shares of BANC ONE
Common into which each share of CAPITAL Common shall be
converted at the Effective Time. In the event the BANC ONE
Average Price is below $40.54, the total number of shares of
BANC ONE Common into which the shares of CAPITAL Common shall be
converted will be the number of BANC ONE Common shares
calculated by multiplying (x) 2.475 times (y) the number of
shares of CAPITAL Common that shall be issued and outstanding
immediately prior to the Effective Time (not including treasury
shares). In the event the BANC ONE Average Price is above the
$49.00, the total number of shares of BANC ONE Common into which
the shares of CAPITAL Common shall be converted will be the
number of BANC ONE Common shares calculated by multiplying (x)
2.048 times (y) the number of shares of CAPITAL Common that
shall be issued and outstanding immediately prior to the
Effective Time (not including treasury shares).

The maximum and minimum total number of shares of BANC ONE
Common for which the shares of CAPITAL Common shall be exchanged
shall be subject to adjustment in accordance with the
anti-dilution provisions of Section 2(e) of this Plan of
Merger. The Exchange Rate shall be subject to adjustment in
accordance with the anti-dilution provisions of Section 2(f) of
this Plan of Merger.

(iii) All of the shares of CAPITAL Common held by CAPITAL as treasury
shares immediately prior to the Effective Time shall be
cancelled and shall not represent CAPITAL stock of the Surviving
Corporation and shall not be exchanged for shares of BANC ONE
Common.

(b) CAPITAL's shareholders of record at the Effective Time, for the shares
of CAPITAL Common then held by them, respectively, shall be allocated
and be entitled to receive (upon surrender of certificates formerly
representing shares of CAPITAL Common for cancellation) certificates
for shares of BANC ONE Common as shall be equal to the number of
shares of CAPITAL Common outstanding immediately prior to the
Effective Time multiplied by the Exchange Rate.

(c) No certificate for fractional shares of BANC ONE Common will be issued
by BANC ONE in connection with the exchange contemplated by the
Merger, but in lieu thereof, any holder of CAPITAL Common shall, upon
surrender of the certificate or certificates representing such CAPITAL
Common, be paid cash, without interest, by BANC ONE for such
fractional shares on the basis of the BANC ONE Average Price.

(d) Except for the 5 shares for 4 shares stock split declared on BANC ONE
Common by the Board of Directors of BANC ONE on July 20, 1993 and
payable August 31, 1993 to shareholders of record on August 3, 1993,
which stock split has been taken into account in this Plan of Merger,
if prior to the Effective Time BANC ONE or CAPITAL shall declare a
stock dividend or distribution upon or subdivide, split up, reclassify
or combine its shares of common stock or declare a dividend or make a
distribution on its common stock in any security convertible into its
common stock, appropriate ratable adjustment or adjustments will be
made in the Exchange Rate.

(e) Except for the 5 shares for 4 shares stock split declared on BANC ONE
Common by the Board of Directors of BANC ONE on July 20, 1993 and
payable August 31, 1993 to shareholders of record on August 3, 1993,
which stock split has been taken into account in this Plan of Merger,
if prior to the consummation of this Merger BANC ONE or CAPITAL shall
declare a stock dividend or distribution upon or subdivide, split up,
reclassify or combine its shares of common stock in any security
convertible into its common stock, and the "Ex-Dividend Date" (as
herein defined) established for the shares being so divided or
otherwise diluted (if an "Ex-Dividend Date" is established by the
NYSE) or the "Record Date" (as herein defined established for the
shares being so divided or otherwise diluted (if an "Ex-Dividend Date"
is not established by the NYSE), whichever is applicable, is
subsequent to the Valuation Period (as defined in Section 2.1(a) of
this Merger Agreement), appropriate ratable adjustment or adjustments
will be made in the Exchange Rate. The "Ex-Dividend Date" is that
date established by the NYSE for such distribution. The Record Date
is that date established by resolution of the Board of Directors of
the distributing party as the time as of which record ownership of the
distributing securities will entitle the record owner(s) to such
distribution.

3. Dissenting Shares. Shareholders of CAPITAL Common who do not vote their
shares of CAPITAL Common in favor of the Merger and otherwise perfect
applicable dissenters' rights and shareholders of CAPITAL Preferred who
perfect applicable dissenters' rights will be entitled to dissenters or
appraisal rights, if any, pursuant to applicable provisions of the Utah BCA.

4. Surrender of Certificates.

(a) Prior to the Effective Time, BANC ONE shall appoint Bank One,
Indianapolis, N.A. to act as exchange agent in respect of the Merger
(said bank, in its capacity as such exchange agent, being hereinafter
called the "Exchange Agent").

(b) Promptly following the Effective Time, BANC ONE shall provide to
Exchange Agent shares of BANC ONE Common and funds necessary to pay
for the shares of CAPITAL Common pursuant to Section 2.

(c) As soon as practicable after the Effective Time, and subject to the
provisions of Section 2 relating to fractional shares, BANC ONE, or
Bank One, Indianapolis, N.A., as Exchange Agent for BANC ONE, will
distribute to the former holders of CAPITAL Common, in exchange for
and upon surrender for cancellation by such holders of a certificate
or certificates formerly representing shares of CAPITAL Common, the
certificate(s) for shares of BANC ONE Common in accordance with the
Common Exchange Rate. Each certificate formerly representing CAPITAL
Common (other than certificates representing shares of CAPITAL Common
subject to the rights of dissenting shareholders) shall be deemed for
all purposes to evidence the ownership of the number of shares of BANC
ONE Common and cash for fractional shares into which such shares have
been converted, except, however, and notwithstanding the foregoing,
that, until such surrender of the certificate or certificates formerly
representing shares of CAPITAL Common, the holder thereof shall not be
entitled to receive any dividend or other payment or distribution
payable to holders of BANC ONE Common. Upon such surrender (or in
lieu of surrender other provisions reasonably satisfactory to BANC ONE
as are made as set forth in the next following paragraph), there shall
be paid to the person entitled thereto the aggregate amount of
dividends or other payments or distributions (in each case without
interest) which became payable after the Effective Time on the whole
shares of BANC ONE Common represented by the certificates issued upon
such surrender and exchange or in accordance with such other
provisions, as the case may be. After the Effective Time, the holders
of certificates formerly representing shares of CAPITAL Common shall
cease to have rights with respect to such shares (except such rights,
if any, as they may have as dissenting shareholders), and except as
aforesaid, their sole rights shall be to exchange said certificates
for shares of BANC ONE Common and cash for fractional shares in
accordance with this Merger Agreement.

Certificates representing shares of CAPITAL Common surrendered for
cancellation by each shareholder entitled to exchange shares of
CAPITAL Common for shares of BANC ONE Common by reason of the Merger
shall be appropriately endorsed or accompanied by such appropriate
instruments of transfer as BANC ONE may reasonably require; provided,
however, that if there be delivered to BANC ONE by any person who is
unable to produce any such certificate formerly representing shares of
CAPITAL Common for transfer (i) evidence to the reasonable
satisfaction of BANC ONE that any such certificate has been lost,
wrongfully taken or destroyed, (ii) such security or indemnity as
reasonably may be requested by BANC ONE to save it harmless, and (iii)
evidence to the reasonable satisfaction of BANC ONE that such person
is the owner of the shares theretofore represented by each certificate
claimed by him or her to be lost, wrongfully taken or destroyed and
that he or she is the person who would be entitled to present each
such certificate and to receive shares of BANC ONE Common pursuant to
this Merger Agreement, then BANC ONE, in the absence of actual notice
to it that any shares theretofore represented by any such certificate
have been acquired by a bona fide purchaser, shall deliver to such
person the certificate(s) representing shares of BANC ONE Common which
such person would have been entitled to receive upon surrender of each
such lost, wrongfully taken or destroyed certificate of CAPITAL Common.

EXHIBIT D

(FORM OF UNDERTAKING BY AFFILIATES)

UNDERTAKING OF AFFILIATE

, 199

In consideration and anticipation of the receipt by the undersigned of Common
Stock of BANC ONE CORPORATION ("BANC ONE") upon consummation of a proposed
merger (the "Merger") of CAPITAL BANCORP ("CAPITAL") and BANC ONE ARIZONA
CORPORATION, a subsidiary of BANC ONE, pursuant to the terms of a certain
Agreement and Plan of Merger dated , 1993, (the "Merger
Agreement"), or of the related merger of CAPITAL's subsidiary, Capital City
Bank ("CCB") with and into Bank One, Utah, National Association, and in view of
the fact that the undersigned has, pursuant to the Merger Agreement, been
identified as a possible "affiliate" of CAPITAL and/or CCB within the meaning
of Rules 144 and 145 ("Rule 144" and "Rule 145," respectively), as amended, of
the General Rules and Regulations under the Securities Act of 1933, as amended
(the "1933 Act"), the undersigned (the "Affiliate") represents and undertakes
as follows:

The Affiliate shall not offer, sell or otherwise dispose of or transfer any of
the shares of the Common Stock of BANC ONE to be received by him upon
consummation of the Merger, including shares of BANC ONE Common Stock acquired
by the Affiliate within the two year period following the Merger as a result of
the Affiliate's exercise of options on BANC ONE Common Stock acquired in
substitution for unexercised options on CAPITAL common stock, (the "Shares"),
except the Affiliate may offer, sell or transfer the Shares (1) in a manner and
to the extent permitted by the applicable provisions of Rule 145, (2) pursuant
to an effective registration statement relating to the Shares under the 1933
Act, or (3) in a transaction which, in the opinion of counsel for the Affiliate
or as described in a "no-action" or interpretive letter from the staff of the
Securities and Exchange Commission, in each case reasonably satisfactory in
form and substance to BANC ONE, is exempt from the registration requirements of
the 1933 Act.

BANC ONE's transfer agents may be given appropriate instructions prohibiting
transfer of the Shares unless these provisions are complied with and the
certificate(s) for the Shares may bear a restrictive legend in substantially
the following form:

The shares represented by this certificate have been issued to the
registered holder as a result of a transaction to which Rule 145 under the
Securities Act of 1933, as amended (the "1933 Act") applies. The shares
represented by this certificate may not be sold, transferred or assigned,
and the issuer shall not be required to give effect to any attempted sale,
transfer or assignment, except pursuant to (i) a registration statement
then in effect under the 1933 Act, (ii) a transaction permitted by Rule 145
as to which the issuer has received evidence of compliance with the
provisions of said Rule 145 reasonably satisfactory to it or (iii) a
transaction which, in the opinion of counsel for the Affiliate or as
described in a 'no action' or interpretive letter from the staff of the
Securities and Exchange Commission, in each case reasonably satisfactory in
form and substance to the issuer, is exempt from the registration
requirements of the 1933 Act. The restrictions of this paragraph shall
become null and void and this paragraph shall have no effect on and after
.

The undersigned undertakes to take such action as shall be necessary to cause
the Shares to be received by the undersigned to be registered in a manner that
will allow for the placement of a restrictive legend on the certificate(s)
representing such Shares.

The undersigned further undertakes that, if it is necessary in order to
preserve pooling-of-interests accounting treatment, none of the Shares to be
received by the undersigned, directly or indirectly, will be sold or otherwise
disposed of during a period of time beginning with the effective date of the
Merger and ending with a date upon which financial results of at least 30 days
of post-merger combined operations have been first published by BANC ONE in
accordance with SEC Accounting Series Release No. 130 as amended by Release No.
135 (the "Releases"), provided that BANC ONE hereby agrees that such financial
results will be published not later than four months from the Merger.

I hereby acknowledge that pursuant to the provisions of Rules 144 and 145
certain other persons or entities related to me are, or may be, subject to the
foregoing restrictions on the resale of BANC ONE Common Stock received by them
pursuant to the Merger, which persons include (i) any of my relatives or my
spouse, or any relative of my spouse, who has the same home as me; (ii) any
trust or estate in which I or any of the persons specified in the preceding
clause collectively own ten percent (10%) or more of the total beneficial
interest, or of which I or any of such persons serve as trustee, executor, or
in any similar capacity; and (iii) any corporation or other organization (other
than BANC ONE) in which I or any of the persons specified above are the
beneficial owners, collectively, of ten percent (10%) or more of the equity
interest therein. I hereby further acknowledge that I have advised any and all
of such persons that they are, or may be, subject to the provisions of said
Rules 144 and 145, and I hereby represent that I will use my best efforts to
ensure that such persons comply with the provisions of this letter and Rules
144 and 145, as applicable, upon the resale of any Common Stock of BANC ONE.

This Undertaking is conditioned upon BANC ONE fulfilling its commitment that
(i) during the two-year period immediately following the Merger, BANC ONE shall
make available adequate current public information about BANC ONE, as that
terminology is used in and as required by SEC Rule 144(c), and (ii) it will
publish financial results of at least 30 days of post-merger combined
operations in accordance with the Releases not later than four months from the
Merger.

IN WITNESS WHEREOF, the Affiliate has made this undertaking as of the day and
year first above written.

EXHIBIT E
(OPINION OF COUNSEL FOR CAPITAL)

, 1993

BANC ONE CORPORATION
100 East Broad Street
Columbus, Ohio 43271

Gentlemen:

We are special counsel to CAPITAL BANCORP, a Utah corporation and a registered
bank holding company ("CAPITAL"), and to CAPITAL CITY BANK ("CCB"), a Utah
corporation. We have acted as counsel for CAPITAL in connection with the
merger (the "Merger") of CAPITAL with and into BANC ONE ARIZONA CORPORATION
("BANC ONE ARIZONA"), an Arizona corporation and a wholly-owned subsidiary of
BANC ONE CORPORATION ("BANC ONE"), pursuant to which each of the issued and
outstanding shares of CAPITAL's Common Stock will be converted into shares of
BANC ONE Common Stock. The Merger is to be consummated pursuant to the terms
of an Agreement and Plan of Merger dated , 1993 ("Merger
Agreement"), between BANC ONE ARIZONA and CAPITAL and joined in by BANC ONE.
We have also acted as counsel for CCB in connection with the merger (the "Bank
Merger") of CCB with and into BANK ONE, UTAH, NATIONAL ASSOCIATION ("BANK ONE
UTAH"), a national banking association and a wholly-owned subsidiary of BANC
ONE ARIZONA, pursuant to which each of the issued and outstanding shares of
CCB's Common Stock not owned by CAPITAL will be converted into shares of BANC
ONE Common Stock. Bank Merger is to be consummated pursuant to the terms of a
Bank Merger Agreement dated , 1993 between CCB and BANK ONE UTAH.
This opinion is furnished to you pursuant to Section 18(d) of the Merger
Agreement.

Except as otherwise indicated herein, capitalized terms used in this Opinion
Letter are defined in the Merger Agreement and/or Bank Merger Agreement or the
Legal Opinion Accord (the "Accord") of the ABA Section of Business Law (1991),
respectively. In the event of any inconsistency between the definition of any
such term in the Merger Agreement and/or the Bank Merger Agreement and the
Accord, the definition set forth in the Accord shall govern.

This Opinion Letter is governed by, and is to be interpreted in accordance
with, the Accord. As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage, and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith.

The law covered by the opinions expressed herein is limited solely to the laws
of the State of Utah and the Federal Law of the United States generally. While
we are not licensed in Utah, we have familiarized ourselves with Utah law and
have relied upon the opinions of Utah Counsel to the extent we deem necessary
to render this opinion as special counsel.

Based upon and subject to the foregoing, we are of the opinion that:

1. The Merger Agreement is enforceable against CAPITAL.

2. The Bank Merger Agreement is enforceable against CCB.

3. Except as set forth in the CAPITAL Disclosure Letter, the execution and
delivery by CAPITAL of, and the performance by CAPITAL of its agreements
in, the Merger Agreement and the execution and delivery by CCB of, and the
performance by CCB of its agreements in the Bank Merger Agreement do not
(a) violate the respective Constituent Documents of CAPITAL and CCB; (b)
violate applicable provisions of statutory law or regulation; (c) breach or
otherwise violate any existing obligation of CAPITAL or CCB under any
Court Orders of which we have knowledge; or (d) breach, or result in a
default under, any obligation of CAPITAL or CCB under an Other Agreement of
which we have actual knowledge.

4. Insofar as we are aware, the conditions to obligations of BANC ONE and BANC
ONE ARIZONA as set forth in the Merger Agreement have been satisfied or
waived by BANC ONE and the representations and warranties of CAPITAL as set
forth in the Merger Agreement were true as of the date of the Merger
Agreement and are, to the extent required by Section 18(c) of the Merger
Agreement, true as of the date hereof.

The General Qualifications apply to each of the opinions set forth above.

We are rendering this opinion solely for the benefit of BANC ONE, BANC ONE
ARIZONA and BANK ONE UTAH in connection with the transactions described in the
Merger Agreement and Bank Merger Agreement. It may not be relied upon by any
other person or for any other person, or quoted or filed with any regulatory
agency without our prior approval.

Very truly yours,

EXHIBIT F
(OPINION OF COUNSEL FOR BANC ONE CORPORATION AND
BANC ONE ARIZONA CORPORATION)

, 1993

Capital Bancorp
2200 South State Street
Salt Lake City, Utah 84115

Attention: Chairman

Gentlemen:

I am counsel for BANC ONE CORPORATION, an Ohio corporation and a registered
bank holding company ("BANC ONE"), BANC ONE ARIZONA CORPORATION ("BANC ONE
ARIZONA"), an Arizona corporation, a registered bank holding company and wholly
owned subsidiary of BANC ONE, and BANK ONE, UTAH, NATIONAL ASSOCIATION ("BANK
ONE UTAH"), a national banking association and wholly owned subsidiary of BANC
ONE ARIZONA. I have acted as counsel for BANC ONE and BANC ONE ARIZONA in
connection with the merger (the "Merger") of CAPITAL BANCORP ("CAPITAL") and
BANC ONE ARIZONA pursuant to which each of the issued and outstanding shares of
CAPITAL Common will be converted into shares of BANC ONE Common. Such Merger
is to be consummated pursuant to the terms of an Agreement and Plan of Merger
dated , 1993 ("Merger Agreement") between CAPITAL, BANC ONE
ARIZONA and joined in by BANC ONE. I have also acted as counsel for BANK ONE
UTAH in connection with the merger (the "Bank Merger) of CAPITAL CITY BANK
("CCB"), a subsidiary of CAPITAL, pursuant to which each of the issued and
outstanding shares of CCB Common which is not owned by CAPITAL will be
converted into shares of BANC ONE Common. Such Bank Merger is to be
consummated pursuant to the terms of a Bank Merger Agreement
dated , 1993 (the "Bank Merger Agreement") between CCB and BANK
ONE UTAH. This opinion is furnished to you pursuant to Section 19(c) of the
Merger Agreement.

The law covered by the opinions expressed herein is limited solely to the laws
of the State of Ohio, except as it relates to the status of BANC ONE ARIZONA
under Arizona law, the status of BANK ONE UTAH under Utah law and the Federal
Law of the United States generally.

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

1. The Merger Agreement is enforceable against BANC ONE.

2. The Merger Agreement is enforceable against BANC ONE ARIZONA.

3. The Bank Merger Agreement is enforceable against BANK ONE UTAH.

4. Except as set forth in the BANC ONE Disclosure Letter, the execution and
delivery by BANC ONE and BANC ONE ARIZONA of, and the performance by BANC
ONE and BANC ONE ARIZONA of their agreements in, the Merger Agreement and
the execution and delivery by BANK ONE UTAH and the performance by BANK ONE
UTAH of its agreements in the Bank Merger Agreement, do not (a) violate the
respective Constituent Documents of BANC ONE, BANC ONE ARIZONA and BANK ONE
UTAH; (b) violate applicable provisions of statutory law or regulation; (c)
breach or otherwise violate any existing obligation of BANC ONE, BANC ONE
ARIZONA or BANK ONE UTAH under any Court Orders of which I am aware; or (d)
breach, or result in a default under, any obligation of BANC ONE, BANC ONE
ARIZONA, or BANK ONE UTAH under an Other Agreement of which I am aware.

5. Insofar as I am aware, the conditions to obligations of CAPITAL as set
forth in the Merger Agreement have been satisfied or waived by CAPITAL and
the representations and warranties of BANC ONE as set forth in the Merger
Agreement were true as of the date of the Merger Agreement and are, to the
extent required by Section 19(b) of the Merger Agreement, true as of the
date hereof.

6. I hereby confirm to you, pursuant to the requirements of Section 13(e) of
the Merger Agreement, that there are no actions or proceedings against BANC
ONE or any of its subsidiaries, pending or overtly threatened in writing,
before any court, governmental agency or arbitrator which (i) seek to
affect the enforceability of the Merger Agreement or (ii) come within the
objective standard established in the Merger Agreement for disclosure,
except as set forth in the BANC ONE Disclosure Letter.

7. I have participated in the preparation of the Registration Statement on
Form S-4 or other appropriate registration statement form (No.
) of BANC ONE ("Registration Statement"), and in rendering this
opinion have limited my review of the facts concerning the Registration
Statement to discussions with and inquiry of Directors, officers and
employees of BANC ONE, and Coopers & Lybrand, the independent accountants
who examined certain of the financial statements of BANC ONE included in
the Registration Statement, and based thereon and subject to the General
Qualifications, I am of the opinion that such Registration Statement, and
the Prospectus included in the Registration Statement (except as to
financial statements, other financial data and any information concerning
CAPITAL included therein, as to which I express no opinion) at the time the
Registration Statement became effective under the Securities Act of 1933
(the "1933 Act") complied as to form in all material respects with the 1933
Act and the rules and regulations of the Securities and Exchange Commission
thereunder.

8. I confirm that the Registration Statement has become effective under the
1933 Act, and to the best of my Actual Knowledge, no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are pending or
contemplated under the 1933 Act.

9. I have not checked the accuracy or completeness of, or otherwise verified,
any statement of fact contained in the Registration Statement and
Prospectus. Based on the participations, discussions and inquiries
described above, however, I have no reason to believe that the Registration
Statement (except as to financial statements, other financial data and any
information concerning CAPITAL included therein, as to which no view is
expressed) at the time it became effective and as of the date of this
letter contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order
to make the statements therein not misleading, or that the Prospectus
(except as to financial statements, other financial data and any
information concerning CAPITAL included therein, as to which no view is
expressed) at such times contained any untrue statement of a material fact
or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading or that since the effective date of the Registration
Statement, any event has occurred which should have been set forth in an
amendment or supplement to the Registration Statement or the Prospectus
which has not been set forth in such an amendment or supplement.

The General Qualifications apply to all of the opinions set forth above.

I am rendering this opinion solely for the benefit of CAPITAL in connection
with the transactions described in the Merger Agreement. It may not be relied
upon by any other person or for any other person.

Very truly yours,

FIRST AGREEMENT AMENDING
AGREEMENT and PLAN OF MERGER

This First Agreement Amending Agreement and Plan of Merger is dated as of
November 23, 1993 between Capital Bancorp (hereinafter called "CAPITAL") and
Banc One Arizona Corporation (hereinafter called "BANC ONE ARIZONA") and joined
in by BANC ONE CORPORATION (hereinafter called "BANC ONE").

W I T N E S S E T H

WHEREAS, the parties hereto have entered into an Agreement and Plan of
Merger dated as of September 17, 1993 (hereinafter called the "Merger
Agreement") providing for the merger of CAPITAL into BANC ONE ARIZONA and the
exchange of shares of BANC ONE Common Stock for the shares of CAPITAL Common
Stock;

WHEREAS, Section 10(n) of the Merger Agreement provides that BANC ONE will
initiate a pre-acquisition investigation and review of the books, records and
facilities of CAPITAL and CAPITAL's subsidiary, Capital City Bank ("CCB"),
which investigation will be completed not later than 60 days following the date
of said Merger Agreement;

WHEREAS, Section 25(c) of the Merger Agreement provides BANC ONE a period
of seven days following such investigation to terminate the Merger Agreement in
the event such investigation discloses matters which BANC ONE in good faith
believes to be either (i) inconsistent in any material respect with any of the
representations and warranties of CAPITAL contained in the Merger Agreement or
(ii), in the reasonable judgment of the Board of Directors of BANC ONE, to be
either (x) of such significance as to materially and adversely affect the
financial condition or the results of operations of CAPITAL and CCB on a
consolidated basis or (y) to deviate materially and adversely from CAPITAL's
audited financial statements for the year ended December 31, 1992;

WHEREAS, the parties wish to extend the period during which BANC ONE may
perform an additional pre-acquisition investigation.

STATEMENT OF AMENDMENT

NOW THEREFORE, the parties hereby agree that Section 10(n) of the Merger
Agreement is amended to read in its entirety as follows:

(n) BANC ONE will initiate a pre-acquisition investigation and review of the
books, records and facilities of CAPITAL and CCB and will complete such
pre-acquisition investigation not later than the close of business on
December 3, 1993. BANC ONE shall advise CAPITAL at the conclusion of such
pre-acquisition investigation of all matters then known to BANC ONE which
BANC ONE shall in good faith determine to be either (i) inconsistent in any
material and adverse respect with any of the representations and warranties
of CAPITAL or CCB contained in this Merger Agreement or in the Bank Merger
Agreement or (ii), in the reasonable judgment of the Board of Directors of
BANC ONE, to be either (x) of such significance as to materially and
adversely affect the financial condition or the results of operations of
CAPITAL and CCB on a consolidated basis or (y) to deviate materially and
adversely from CAPITAL's audited financial statements for the year ended
December 31, 1992. BANC ONE shall have the right to terminate this Merger
Agreement as set forth in Section 25(c).

Except as amended by this Agreement, the Merger Agreement and the exhibits
thereto remain in full force and effect without alteration or change.

IN WITNESS WHEREOF, the parties hereto have set their hands on the date and in
the year first above written.

BANC ONE CORPORATION
ATTEST:

By: ROMAN J. GERBER
CHARLES F. ANDREWS Roman J. Gerber
Charles F. Andrews Executive Vice President
Assistant Secretary

CAPITAL BANCORP
ATTEST:

By: NORTON PARKER
KENT R. JONES Norton Parker
Kent R. Jones Chairman of the Board
Assistant Secretary

BANC ONE ARIZONA CORPORATION
ATTEST:

By: JOHN W. WESTMAN
RAND D. HADDOCK John W. Westman
Rand D. Haddock President
Secretary

SECOND AGREEMENT AMENDING
AGREEMENT and PLAN OF MERGER

This Second Agreement Amending Agreement and Plan of Merger is dated as of
December 5, 1993 between Capital Bancorp (hereinafter called "CAPITAL") and
Banc One Arizona Corporation (hereinafter called "BANC ONE ARIZONA") and joined
in by BANC ONE CORPORATION (hereinafter called "BANC ONE").

W I T N E S S E T H

WHEREAS, the parties hereto have entered into an Agreement and Plan of
Merger dated as of September 17, 1993 as amended by a First Agreement Amending
Agreement and Plan of Merger dated as of November 23, 1993 (hereinafter called
the "Merger Agreement") providing for the merger of CAPITAL into BANC ONE
ARIZONA and the exchange of shares of BANC ONE Common Stock for the shares of
CAPITAL Common Stock;

WHEREAS, Seaction 25(c) of the Merger Agreement provides BANC ONE a period
of seven days following such investigation to terminate the Merger Agreement in
the event such investigation discloses matters which BANC ONE in good faith
believes to be either (i) inconsistent in any material respect with any of the
representations and warranties of CAPITAL contained in the Merger Agreement or
(ii), in the reasonable judgment of the Board of Directors of BANC ONE, to be
either (x) of such significance as to materially and adversely affect the
financial condition or the results of operations of CAPITAL and CCB on a
consolidated basis or (y) to deviate materially and adversely from CAPITAL's
audited financial statements for the year ended December 31, 1992;

WHEREAS, the parties wish to extend the period during which BANC ONE may
perform a pre-acquisition investigation.

STATEMENT OF AMENDMENT

NOW THEREFORE, the parties hereby agree that Section 10(n) of the Merger
Agreement is amended to read in its entirety as follows:

(n) BANC ONE will initiate a pre-acquisition investigation and review of the
books, records and facilities of CAPITAL and CCB and will complete such
pre-acquisition investigation not later than the close of business on
December 10, 1993. BANC ONE shall advise CAPITAL at the conclusion of such
pre-acquisition investigation of all matters then known to BANC ONE which
BANC ONE shall in good faith determine to be either (i) inconsistent in any
material and adverse respect with any of the representations and warranties
of CAPITAL or CCB contained in this Merger Agreement or in the Bank Merger
Agreement or (ii), in the reasonable judgment of the Board of Directors of
BANC ONE, to be either (x) of such significance as to materially and
adversely affect the financial condition or the results of operations of
CAPITAL and CCB on a consolidated basis or (y) to deviate materially and
adversely from CAPITAL's audited financial statements for the year ended
December 31, 1992. BANC ONE shall have the right to terminate this Merger
Agreement as set forth in Section 25(c).

Except as amended by this Agreement, the Merger Agreement and the exhibits
thereto remain in full force and effect without alteration or change.

IN WITNESS WHEREOF, the parties hereto have set their hands on the date and in
the year first above written.

BANC ONE CORPORATION
ATTEST:

By: ROMAN J. GERBER
CHARLES F. ANDREWS Roman J. Gerber
Charles F. Andrews Executive Vice President
Assistant Secretary

CAPITAL BANCORP
ATTEST:

By: NORTON PARKER
KENT R. JONES Norton Parker
Kent R. Jones Chairman of the Board
Assistant Secretary

BANC ONE ARIZONA CORPORATION
ATTEST:

By: JOHN W. WESTMAN
RAND D. HADDOCK John W. Westman
Rand D. Haddock President
Secretary

THIRD AGREEMENT AMENDING
AGREEMENT and PLAN OF MERGER

This Third Agreement Amending Agreement and Plan of Merger is dated as of
December 13, 1993 between Capital Bancorp (hereinafter called "CAPITAL") and
Banc One Arizona Corporation (hereinafter called "BANC ONE ARIZONA") and joined
in by BANC ONE CORPORATION (hereinafter called "BANC ONE").

W I T N E S S E T H

WHEREAS, the parties hereto have entered into an Agreement and Plan of
Merger dated as of September 17, 1993, as amended by a First Agreement Amending
Agreement and Plan of Merger dated as of November 23, 1993, and as further
amended by a Second Agreement Amending Agreement and Plan of Merger dated as of
December 5, 1993 (hereinafter, the "Merger Agreement") providing for the merger
of CAPITAL into BANC ONE ARIZONA and the exchange of shares of BANC ONE Common
Stock for the shares of CAPITAL Common Stock;

WHEREAS, the Merger Agreement provides the maximum and minimum number of
shares of BANC ONE Common Stock to be exchanged for the shares of CAPITAL and
CAPITAL's subsidiary, Capital City Bank ("CCB"), the maximum and minimum
exchange ratios related thereto and the basis upon which the number of shares
of BANC ONE Common Stock to be exchanged for each share of CAPITAL Common Stock
and CCB Common Stock shall be calculated; and

WHEREAS, the parties have agreed to modify the Merger Agreement to amend
matters related to the maximum and minimum number of shares of BANC ONE Common
Stock to be exchanged in the transaction, the minimum and maximum exchange
ratios related thereto and the basis upon which the number of shares of BANC
ONE Common Stock to be exchanged for each share of CAPITAL Common Stock and CCB
Common Stock shall be calculated.

STATEMENT OF AMENDMENT

NOW THEREFORE, the parties hereby agree that the Merger Agreement shall be and
is hereby amended to read as follows:

A. The last sentence of the fifth paragraph of the Merger Agreement is
amended to read in its entirety as follows:

Except as may be required upon application of Sections 7(e) and/or
7(f) of this Merger Agreement, but after giving effect to the
Stock Split, BANC ONE will issue not more than 433,850 shares of
BANC ONE Common in connection with the transactions contemplated
by this Merger Agreement, including not more than 353,461 shares
of BANC ONE Common in connection with the Holding Company Merger
and not more than 80,389 shares of BANC ONE Common in connection
with the Bank Merger.

B. Section 7 of the Merger Agreement is amended as follows: (i) each
reference to $100.35 is amended to read $95.33; (ii) each reference to
2.475 is amended to read 2.351; and (iii) each reference to 2.048 is
amended to read 1.946.

C. Exhibit B, the Bank Merger Agreement, and Exhibit C, the Form of Plan
of Merger, to the Merger Agreement are amended to read in their
entirety, respectively, as attached hereto and incorporated herein by
reference as Exhibit 1 and Exhibit 2.

Except as amended by this Agreement, the Merger Agreement and the exhibits
thereto remain in full force and effect without alteration or change.

IN WITNESS WHEREOF, the parties hereto have set their hands on the date and in
the year first above written.

BANC ONE CORPORATION
ATTEST:

By: ROMAN J. GERBER
CHARLES F. ANDREWS Roman J. Gerber
Assistant Secretary Executive Vice President

CAPITAL BANCORP
ATTEST:

By: NORTON PARKER
KENT R. JONES Norton Parker
Kent R. Jones Chairman of the Board
Assistant Secretary

BANC ONE ARIZONA CORPORATION
ATTEST:

By: JOHN W. WESTMAN
RAND D. HADDOCK John W. Westman
Rand D. Haddock President
Secretary

EXHIBIT 1

BANK MERGER AGREEMENT

This Bank Merger Agreement made as of this 14th day of December, 1993 between
Bank One, Utah, National Association, Salt Lake City, Utah ("BANK ONE UTAH")
and Capital City Bank, South Salt Lake City, Utah ("CCB").

WITNESSETH

As of the date of this Agreement, 114,768 shares of CCB Common is owned by
CAPITAL, a Utah corporation and registered bank holding company.

WHEREAS, BANC ONE ARIZONA and CAPITAL have entered into a Merger Agreement
dated September 17, 1993, joined in by BANC ONE, as amended by First Agreement
Amending Agreement and Plan of Merger dated November 23, 1993, as further
amended by Second Agreement Amending Agreement and Plan of Merger dated
December 5, 1993, and as further amended by Third Agreement Amending Agreement
and Plan of Merger dated December 14, 1993 (the "Holding Company Merger
Agreement") providing for the merger of CAPITAL with and into BANC ONE ARIZONA
(the "Holding Company Merger");

WHEREAS, it is desirable that following the Holding Company Merger, CCB, as
an affiliate of BANC ONE ARIZONA and BANC ONE, be merged with and into BANK ONE
UTAH;

ARTICLE I
GENERAL

SECTION 1.3. NAME, OFFICES, ARTICLES OF ASSOCIATION AND BY-LAWS OF THE
CONTINUING BANK.

(b) The principal office and place of business of BANK ONE UTAH, 80 West
Broadway, Salt Lake City, Utah 84101, shall be the established and
authorized principal office and place of business of the Continuing
Bank. The main office of CCB shall be operated as a branch of
Continuing Bank and the branch offices of BANK ONE UTAH and CCB shall be
established and authorized branch offices of the Continuing Bank;

(c) The Articles of Association of the Continuing Bank shall be as set forth
in Schedule 1, annexed hereto. The Bylaws of the Continuing Bank shall
be the Bylaws of BANK ONE UTAH in effect immediately prior to the
Effective Time, until amended.

ARTICLE II
MANNER AND BASIS OF CONVERTING COMMON STOCK AND
CAPITALIZATION OF THE CONTINUING BANK

(a) At the Effective Time:

(i) The aggregate dollar amount and number of shares of BANK ONE UTAH
Common of the par value of Thirty-five Dollars ($35) per share
issued and outstanding immediately prior to the Effective Time
(specifically, $30,482,165 divided into 870,919 shares) shall be
continue as 870,919 issued and outstanding shares of common stock
of the par value of Thirty-five Dollars ($35) per share of BANK
ONE UTAH as the Continuing Bank.

(ii) Each of the not more than 114,768 shares of CCB Common which shall
be owned by CAPITAL or BANC ONE ARIZONA immediately prior to the
Effective Time shall be cancelled and shall not represent or
continue as capital stock of the Continuing Bank and shall not be
exchanged for shares of BANC ONE Common. All of the shares of CCB
Common held by CCB as treasury shares immediately prior to the
Effective Time shall be cancelled and shall not represent capital
stock of the Continuing Bank and shall not be exchanged for shares
of BANC ONE Common.

(iii) Each of the not more than 25,999 shares of CCB Common that shall
be issued and outstanding immediately prior to the Effective Time
and which is held by a shareholder other than CAPITAL or BANC ONE
ARIZONA (hereinafter, the "CCB Minority Shares" and which shall
include not only the 18,082 shares of CCB Common owned by minority
shareholders of CCB as of the date of this Bank Merger Agreement
but also the not more than 7,917 shares of CCB Common which are
acquired by a minority shareholder and received upon the exercise
of the CCB Options prior to the Effective Time) shall be cancelled
and shall not represent or continue as capital stock of the
Continuing Bank, and at the Effective Time, and without further
action, shall be converted into shares of BANC ONE Common at the
Bank Exchange Rate which shall be calculated as set forth in this
Section 2.1(a)(iii). CCB's shareholders of record at the
Effective Time (other than CAPITAL or BANC ONE ARIZONA and which
shareholders other than CAPITAL or BANC ONE ARIZONA are
hereinafter sometimes referred to as the "Minority Shareholders)
for the CCB Minority Shares then held by them, respectively, shall
be allocated and entitled to receive (upon surrender of
certificates representing said shares for cancellation) shares of
BANC ONE Common, which total number of shares of BANC ONE Common
shall have a market value as of the Valuation Period (as
hereinafter defined) equal to the product of (x) the number of CCB
Minority Shares that shall be issued and outstanding immediately
prior to the Effective Time, times (y) $125.40 (hereinafter the
amount so-calculated pursuant to this Section 2.1(a)(iii) is
referred to as the "Market Value"), subject, however, to (A) the
provisions of this Section 2.1(a)(iii) with respect to the minimum
and maximum number of shares to be exchanged, (B) the
anti-dilution provisions of Sections 7(e) and 7(f) of this Merger
Agreement, and (C) provisions set forth in Section 2.1(c) herein
relative to fractional shares.

The term "Valuation Period" shall mean the ten consecutive days on
which shares of BANC ONE Common are traded on the New York Stock
Exchange ("NYSE") ending on the sixth NYSE trading day immediately
prior to the proposed Effective Time, as designated by BANC ONE
pursuant to Section 10(c) of the Holding Company Merger Agreement.

For purposes of establishing the "Bank Exchange Rate," (the number
of shares of BANC ONE Common into which each CCB Minority Share
shall be converted at the Effective Time), each share of BANC ONE
Common shall be valued at the average of the daily closing trade
prices of BANC ONE Common on the NYSE during the Valuation Period
as reported in The Wall Street Journal for NYSE Composite
Transactions (the "BANC ONE Average Price"); provided, however,
that for purposes of Section 2.1 of this Merger Agreement and the
calculations herein required, said BANC ONE Average Price will be
deemed not to be greater than $49.00 nor less than $40.54 per
share. Such BANC ONE Average Price shall then be divided into the
Market Value (as calculated pursuant to this Section 2.1(a)(iii),
above) to establish (to the nearest whole share) the aggregate
number of shares of BANC ONE Common into which all of the then
issued and outstanding CCB Minority Shares shall be converted at
the Effective Time. Such number of shares of BANC ONE Common
shall then be divided by the number of CCB Minority Shares issued
and outstanding immediately prior to the Effective Time with the
quotient therefrom, carried to three decimal places, being the
number of shares of BANC ONE Common into which each such CCB
Minority Share shall be converted at the Effective Time. In the
event the BANC ONE Average Price is below $40.54, the total number
of shares of BANC ONE Common into which the CCB Minority Shares
shall be converted will be the number of BANC ONE Common shares
calculated by multiplying (x) 3.092 times (y) the number of CCB
Minority Shares issued and outstanding immediately prior to the
Effective Time. In the event the BANC ONE Average Price is above
the $49.00, the total number of shares of BANC ONE Common into
which such CCB Minority Shares shall be converted will be the
number of BANC ONE Common shares calculated by multiplying (x)
2.558 times (y) the number of CCB Minority Shares that shall be
issued and outstanding immediately prior to the Effective Time
(not including treasury shares).

The maximum and minimum total number of shares of BANC ONE Common
for which all of the CCB Minority Shares shall be exchanged shall
be subject to adjustment in accordance with the anti-dilution
provisions of Section 2.1(e) of this Merger Agreement. The Bank
Exchange Rate shall be subject to adjustment in accordance with
the anti-dilution provisions of Section 2.1(f) of this Merger
Agreement. In no event, however, will more than 80,389 shares of
BANC ONE Common be exchanged for all the shares of CCB Common held
by Minority Shareholders.

(b) At the Effective Time, stock issued by reason of the Bank Merger shall
be allocated to the Minority Shareholders as of the Effective Time with
such shares of BANC ONE Common to be equal to the number of CCB Minority
Shares outstanding immediately prior to the Effective Time multiplied by
the Bank Exchange Rate as calculated pursuant to Section 2.1(a). Such
allocation of BANC ONE Common for each CCB Minority Share held of record
at the Effective Time made on the basis of the Bank Exchange Rate is
subject to limitations relative to fractional shares as set forth in
Section 2.1(c) herein and to adjustments pursuant to the anti-dilution
provisions of Sections 2.1(e) and 2.1(f).

(c) No certificate for fractional shares of BANC ONE Common will be issued
by BANC ONE in connection with the exchange contemplated by the Bank
Merger, but in lieu thereof, any holder of CCB Minority Shares shall,
upon surrender of the certificate or certificates representing such CCB
Minority Shares, be paid cash, without interest, by BANC ONE for such
fractional shares on the basis of the BANC ONE Average Price.

(d) At the Effective Time, holders of certificates formerly representing
CCB Minority Shares will tender such certificates to BANC ONE and
subject to the provisions set forth above relating to fractional shares,
BANC ONE, or Bank One, Indianapolis, N.A., as Exchange Agent for BANC
ONE, will distribute to the holders of certificates formerly
representing CCB Minority Shares in exchange for and upon surrender for
cancellation by such holders of a certificate or certificates formerly
representing CCB Minority Shares the certificate(s) for shares of BANC
ONE Common in accordance with the Bank Exchange Rate. Each certificate
formerly representing CCB Minority Shares (other than certificates
representing CCB Minority Shares subject to the rights of dissenting
shareholders) shall be deemed for all purposes to evidence the ownership
of the number of shares of BANC ONE Common and cash for fractional
shares into which such shares have been converted, except, however, and
notwithstanding the foregoing, that, until such surrender of the
certificate or certificates formerly representing CCB Minority Shares,
the holder thereof shall not be entitled to receive any dividend or
other payment or distribution payable to holders of BANC ONE Common.
Upon such surrender (or in lieu of surrender other provisions reasonably
satisfactory to BANC ONE as are made as set forth in the next following
paragraph), there shall be paid to the person entitled thereto the
aggregate amount of dividends or other payments or distributions (in
each case without interest) which became payable after the Effective
Time on the whole shares of BANC ONE Common represented by the
certificates issued upon such surrender and exchange or in accordance
with such other provisions, as the case may be. After the Effective
Time, the holders of certificates formerly representing CCB Minority
Shares shall cease to have rights with respect to such shares (except
such rights, if any, as they may have as dissenting shareholders), and
except as aforesaid, their sole rights shall be to exchange said
certificates for shares of BANC ONE Common and cash for fractional
shares in accordance with this Bank Merger Agreement.

Certificates representing CCB Minority Shares surrendered for
cancellation by each shareholder entitled to exchange shares of CCB
Minority Shares for shares of BANC ONE Common by reason of the Bank
Merger shall be appropriately endorsed or accompanied by such
appropriate instruments of transfer as BANC ONE may reasonably require;
provided, however, that if there be delivered to BANC ONE by any person
who is unable to produce any such certificate formerly representing CCB
Minority Shares for transfer (i) evidence to the reasonable satisfaction
of BANC ONE that any such certificate has been lost, wrongfully taken or
destroyed, (ii) such security or indemnity as reasonably may be
requested by BANC ONE to save it harmless, and (iii) evidence to the
reasonable satisfaction of BANC ONE that such person is the owner of the
shares theretofore represented by each certificate claimed by him or her
to be lost, wrongfully taken or destroyed and that he or she is the
person who would be entitled to present each such certificate and to
receive shares of BANC ONE Common pursuant to this Bank Merger
Agreement, then BANC ONE, in the absence of actual notice to it that any
shares theretofore represented by any such certificate have been
acquired by a bona fide purchaser, shall deliver to such person the
certificate(s) representing shares of BANC ONE Common which such person
would have been entitled to receive upon surrender of each such lost,
wrongfully taken or destroyed certificate for CCB Minority Shares.

(e) Except for BANC ONE's Stock Split, which has been taken into account in
this Bank Merger Agreement, if prior to the Effective Time BANC ONE
shall declare a stock dividend or distribution upon or subdivide, split
up, reclassify or combine its shares of common stock or declare a
dividend or make a distribution on its common stock in any security
convertible into its common stock, appropriate ratable adjustment or
adjustments will be made in the Bank Exchange Rate.

(f) Except for BANC ONE's Stock Split, which has been taken into account in
this Bank Merger Agreement, if prior to the Effective Time BANC ONE
shall declare a stock dividend or distribution upon or subdivide, split
up, reclassify or combine its shares of common stock in any security
convertible into its common stock, and the "Ex-Dividend Date" (as herein
defined) established for the shares being so divided or otherwise
diluted (if an "Ex-Dividend Date" is not established by the NYSE) or the
"Record Date" (as herein deferred) established for the shares being so
divided or otherwise diluted (if an "Ex-Dividend Date" is not
established by the NYSE, whichever is applicable, is subsequent to the
Valuation Period (as defined in Section 2.1(a) of this Bank Merger
Agreement), appropriate ratable adjustment or adjustments will be made
in the Bank Exchange Rate. The "Ex-Dividend Date" is that date
established by the NYSE for such distribution. The Record Date is that
date established by resolution of the Board of Directors of the
distributing party as the time as of which record ownership of the
distributing securities will entitle the record owner(s) to such
distribution.

ARTICLE III
EFFECT OF THE BANK MERGER UPON
CCB AND BANK ONE UTAH

The filing of this Bank Merger Agreement with the Secretary of State of the
State of Utah, accompanied by such other documents as are required by Utah law
shall operate as a consent by the Continuing Bank that it may be sued and
served with process in the State of Utah in any suit, action or proceeding for
the enforcement of any obligation or liability of CCB including any amount
payable to any dissenting shareholder; as an irrevocable consent by the
Continuing Bank to service upon and by the Utah Secretary of State as agent of
the Continuing Bank to accept service of process in any such suit, action or
proceeding for the enforcement of any such obligation or liability; as an
appointment by the Continuing Bank of Brad Baldwin, Bank One, Utah, N.A., whose
address is 80 West Broadway, Salt Lake City, Utah 84101, as agent of the
Continuing Bank for service of process in any action, suit or proceeding to
enforce any such obligation or liability of CCB, to whom the Utah Secretary of
State or Department of Commerce may mail a copy of any such process served upon
the Utah Secretary of State or Department of Commerce; and as an agreement by
the Continuing Bank that it will promptly pay to dissenting shareholders of CCB
the amounts, if any, to which they shall be entitled under applicable law.

ARTICLE IV
CONDITIONS

This Bank Merger Agreement is subject to, and consummation of the Bank Merger
herein provided for is conditioned upon the fulfillment prior to the Effective
Time of each of the following conditions:

(a) approval of this Bank Merger Agreement by the affirmative vote of not
less than two-thirds of the outstanding shares of CCB Common and by the
affirmative vote of all of the outstanding shares of BANK ONE UTAH
Common; and

(b) procurement of all other actions, consents, approvals or rulings,
governmental or otherwise, and satisfaction of all other requirements of
law (including without limitation the approval of the Office of the
Comptroller of the Currency) which are, or in the opinion of counsel for
CCB or BANK ONE UTAH may be, necessary to permit or enable the
Continuing Bank, upon and after the Bank Merger, to conduct all or any
part of the business and activities of CCB in the manner in which such
business and activities were conducted by it prior to the Bank Merger.

ARTICLE V
TERMINATION

ARTICLE VI
MISCELLANEOUS

SECTION 6.1. EXPENSES. The parties to this Bank Merger Agreement shall pay
expenses incurred by each of them, respectively, in connection with the
transactions contemplated herein.

SECTION 6.3. ENTIRE AGREEMENT; AMENDMENT. This Bank Merger Agreement
supersedes any other agreement, whether written or oral, including that Bank
Merger Agreement dated September 17, 1993 between CCB and BANK ONE UTAH. At
any time before or after approval and adoption hereof by the respective
shareholders of CCB and BANK ONE UTAH, this Bank Merger Agreement may be
amended by agreement among CCB and BANK ONE UTAH.

BANK ONE, UTAH, NATIONAL
ASSOCIATION

[SEAL] By: JEFFREY P. GAIA
Chairman
ATTEST:

BRAD BALDWIN
Brad Baldwin

CAPITAL CITY BANK

[SEAL] By: NORTON PARKER
President
ATTEST:

KENT R. JONES

Schedule 1

Articles of Association
of
Bank One, Utah, National Association

Schedule 2

DIRECTORS OF THE CONTINUING BANK

EXHIBIT 2

FORM OF PLAN OF MERGER

1. Merger and the Surviving Corporation.

(a) Subject to the terms and conditions of the Agreement and Plan of
Merger dated as of September 17, 1993, as amended by First Agreement
Amending Agreement and Plan of Merger dated November 23, 1993, as
further amended by Second Agreement Amending Agreement and Plan of
Merger dated December , 1993, and as further amended by Third
Agreement Amending Agreement and Plan of Merger dated December ,
1993 (the "Merger Agreement") among CAPITAL, BANC ONE ARIZONA and BANC
ONE CORPORATION, an Ohio corporation ("BANC ONE") and the sole
shareholder of BANC ONE ARIZONA, CAPITAL shall be merged with and into
BANC ONE ARIZONA (which shall be the surviving corporation in the
Merger) in accordance with the Arizona Business Corporation Act (the
"Arizona BCA"). The Merger shall become effective upon the issuance
by the Secretary of State of the State of Arizona of articles of
merger with respect thereto. For purposes hereof, the term "Effective
Time" shall mean the time when such articles of merger is issued by
the Secretary of State of the State of Arizona, and the term
"Surviving Corporation" shall mean BANC ONE ARIZONA as the corporation
surviving the Merger.

2. Conversion of Stock.

(a) At the Effective Time:

(i) Each of the not more than 150,345 shares of CAPITAL Common that
shall be issued and outstanding immediately prior to the
Effective Time (excluding any shares held by CAPITAL as treasury
shares) shall thereupon and without further action be converted
into shares of BANC ONE Common at the Exchange Rate which shall
be calculated as set forth in this Section 2(a)(i). CAPITAL's
shareholders of record at the Effective Time for the shares of
CAPITAL Common then held by them, respectively, shall be
allocated and entitled to receive (upon surrender of
certificates representing said shares for cancellation) shares
of BANC ONE Common, which total number of shares of BANC ONE
Common shall have a market value as of the Valuation Period (as
hereinafter defined) equal to the product of (x) the number of
shares of CAPITAL Common that shall be issued and outstanding
(not including treasury shares) immediately prior to the
Effective Time, times (y) $95.33 (hereinafter the amount
so-calculated pursuant to this Section 2(a)(i) is referred to as
the "Market Value"), subject, however, to (A) the provisions of
this Section 2(a)(i) with respect to the minimum and maximum
number of shares to be exchanged, (B) the anti-dilution
provisions of Sections 2(e) and 2(f) of this Plan of Merger, and
(C) provisions set forth in Section 2(c) herein relative to
fractional shares.

For purposes of establishing the "Exchange Rate," (the number of
shares of BANC ONE Common into which each share of CAPITAL
Common shall be converted at the Effective Time), each share of
BANC ONE Common shall be valued at the average of the daily
closing trade prices of BANC ONE Common on the NYSE during the
Valuation Period as reported in The Wall Street Journal for NYSE
Composite Transactions (the "BANC ONE Average Price"); provided,
however, that for purposes of Section 2 hereof and the
calculations herein required, said BANC ONE Average Price will
be deemed not to be greater than $49.00 nor less than $40.54 per
share. Such BANC ONE Average Price shall then be divided into
the Market Value (as calculated pursuant to this Section
2(a)(i), above) to establish (to the nearest whole share) the
aggregate number of shares of BANC ONE Common into which all of
the then issued and outstanding shares of CAPITAL Common shall
be converted at the Effective Time. Such number of shares of
BANC ONE Common shall then be divided by the number of shares of
CAPITAL Common that shall be issued and outstanding immediately
prior to the Effective Time with the quotient therefrom, carried
to three decimal places, being the number of shares of BANC ONE
Common into which each share of CAPITAL Common shall be
converted at the Effective Time. In the event the BANC ONE
Average Price is below $40.54, the total number of shares of
BANC ONE Common into which the shares of CAPITAL Common shall be
converted will be the number of BANC ONE Common shares
calculated by multiplying (x) 2.351 times (y) the number of
shares of CAPITAL Common that shall be issued and outstanding
immediately prior to the Effective Time (not including treasury
shares). In the event the BANC ONE Average Price is above the
$49.00, the total number of shares of BANC ONE Common into which
the shares of CAPITAL Common shall be converted will be the
number of BANC ONE Common shares calculated by multiplying (x)
1.946 times (y) the number of shares of CAPITAL Common that
shall be issued and outstanding immediately prior to the
Effective Time (not including treasury shares).

The maximum and minimum total number of shares of BANC ONE
Common for which the shares of CAPITAL Common shall be exchanged
shall be subject to adjustment in accordance with the
anti-dilution provisions of Section 2(e) of this Plan of
Merger. The Exchange Rate shall be subject to adjustment in
accordance with the anti-dilution provisions of Section 2(f) of
this Plan of Merger.

4. Surrender of Certificates.

(b) Promptly following the Effective Time, BANC ONE shall provide to
Exchange Agent shares of BANC ONE Common and funds necessary to pay
for the shares of CAPITAL Common pursuant to Section 2.

Certificates representing shares of CAPITAL Common surrendered for
cancellation by each shareholder entitled to exchange shares of
CAPITAL Common for shares of BANC ONE Common by reason of the Merger
shall be appropriately endorsed or accompanied by such appropriate
instruments of transfer as BANC ONE may reasonably require; provided,
however, that if there be delivered to BANC ONE by any person who is
unable to produce any such certificate formerly representing shares of
CAPITAL Common for transfer (i) evidence to the reasonable
satisfaction of BANC ONE that any such certificate has been lost,
wrongfully taken or destroyed, (ii) such security or indemnity as
reasonably may be requested by BANC ONE to save it harmless, and (iii)
evidence to the reasonable satisfaction of BANC ONE that such person
is the owner of the shares theretofore represented by each certificate
claimed by him or her to be lost, wrongfully taken or destroyed and
that he or she is the person who would be entitled to present each
such certificate and to receive shares of BANC ONE Common pursuant to
this Merger Agreement, then BANC ONE, in the absence of actual notice
to it that any shares theretofore represented by any such certificate
have been acquired by a bona fide purchaser, shall deliver to such
person the certificate(s) representing shares of BANC ONE Common which
such person would have been entitled to receive upon surrender of each
such lost, wrongfully taken or destroyed certificate of CAPITAL Common.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P R O X Y
FOR SPECIAL MEETING OF SHAREHOLDERS OF
CAPITAL BANCORP

KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned shareholder of Capital
Bancorp ("CAPITAL") do hereby nominate, constitute and appoint ,
, , or any one of them (with full power to act alone) my proxy and
true and lawful attorney(s) in fact with full power of substitution, for me and
in my name, place and stead to vote all Common Stock of CAPITAL standing in my
name, on its books at the close of business on February 28, 1994 at the special
meeting of its shareholders to be held at , Salt Lake City,
Utah on , 1994 at p.m., local time, or at any adjournment
thereof, with all the powers the undersigned would possess if personally
present, as follows:

1. Proposal to approve and adopt an Agreement and Plan of Merger dated
September 17, 1993 by and between CAPITAL and Banc One Arizona Corporation
("Banc One Arizona") and joined in by BANC ONE CORPORATION ("BANC ONE") and
providing for the merger of CAPITAL with and into Banc One Arizona, as
subsidiary of BANC ONE, pursuant to which each share of CAPITAL Common
Stock (other than shares of CAPITAL Common Stock owned by a CAPITAL
shareholder who properly demands and preserves dissenters' rights) will be
converted into shares of BANC ONE Common Stock as follows:

If the average price of BANC ONE Common is not less than $36.85 nor
greater than $44.55 during the Valuation Period (as defined below),
each share of CAPITAL Common will be converted into an amount of BANC
ONE Common having a market value of $95.33 during the Valuation
Period. If the average price of BANC ONE Common is below $36.85
during the Valuation Period, each share of CAPITAL Common will be
converted into 2.587 shares of BANC ONE Common, and if the average
price of BANC ONE Common is above $44.55 during the Valuation Period,
each share of CAPITAL Common will be converted into 2.140 shares of
BANC ONE Common. The Valuation Period will be the ten consecutive
days on which shares of BANC ONE Common are traded on the New York
Stock Exchange ("NYSE") as reported in The Wall Street Journal for
NYSE composite transactions ending on the sixth NYSE trading day
immediately prior to the Merger.

FOR AGAINST ABSTAIN

2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.

The Board of Directors knows of no other business to be brought before the
meeting.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND ACCORDING
TO THE BEST JUDGMENT OF THE PROXIES WITH REGARD TO PROPOSAL 2.

THIS PROXY MAY BE REVOKED BY A SUBSEQUENTLY DATED PROXY OR WRITTEN NOTICE TO
THE BOARD OF DIRECTORS OR PERSONAL BALLOT AT THE MEETING.

Please sign exactly as name appears on CAPITAL's records. When shares are
held by joint tenants, both must sign. When signing as attorney-in-fact,
executor, administrator, trustee, committee, personal representative or
guardian, please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

Dated: Dated:

Signature Signature if held jointly

(Please print name) (Please print name)

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY USING THE ENCLOSED ENVELOPE

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P R O X Y
FOR SPECIAL MEETING OF SHAREHOLDERS OF
CAPITAL CITY BANK

KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned shareholder of Capital
City Bank ("CCB") do hereby nominate, constitute and appoint , ,
, or any one of them (with full power to act alone) my proxy and true
and lawful attorney(s) in fact with full power of substitution, for me and in
my name, place and stead to vote all Common Stock of CCB standing in my name,
on its books at the close of business on February 28, 1994 at the special
meeting of its shareholders to be held at , Salt Lake
City, Utah, on at p.m., local time, or at any
adjournment thereof, with all the powers the undersigned would possess if
personally present, as follows:

1. Proposal to approve and adopt a Bank Merger Agreement dated December 14,
1993 by and between CCB and Bank One, Utah, N.A. ("Bank One, Utah") and
providing for the merger of CCB with and into Bank One, Utah, as subsidiary
of BANC ONE CORPORATION, pursuant to which each share of CCB Common Stock
(other than shares of CCB Common Stock owned by a CCB shareholder who
properly demands and preserves dissenters' rights and shares owned by
Capital Bancorp) will be converted into shares of BANC ONE Common Stock as
follows:

If the average price of BANC ONE Common is not less than $36.85 nor
greater that $44.55 during the Valuation Period (as defined below),
each share of CCB Common will be converted into an amount of BANC ONE
Common having a market value of $125.40 during the Valuation Period.
If the average price of BANC ONE Common is below $36.85 during the
Valuation Period, each share of CCB Common will be converted into
3.403 shares of BANC ONE Common, and if the average price of BANC ONE
Common is above $44.55 during the Valuation Period, each share of CCB
Common will be converted into 2.815 shares of BANC ONE Common. The
Valuation Period will be the ten consecutive days on which shares of
BANC ONE Common are traded on the New York Stock Exchange ("NYSE") as
reported in The Wall Street Journal for NYSE composite transactions
ending on the sixth NYSE trading day immediately prior to the Merger.

FOR AGAINST ABSTAIN

2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.

The Board of Directors knows of no other business to be brought before the
meeting.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND ACCORDING
TO THE BEST JUDGMENT OF THE PROXIES WITH REGARD TO PROPOSAL 2.

THIS PROXY MAY BE REVOKED BY A SUBSEQUENTLY DATED PROXY OR WRITTEN NOTICE TO
THE BOARD OF DIRECTORS OR PERSONAL BALLOT AT THE MEETING.

Please sign exactly as name appears on CCB's records. When shares are held
by joint tenants, both must sign. When signing as attorney-in-fact,
executor, administrator, trustee, committee, personal representative or
guardian, please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

Dated: Dated:

Signature Signature if held jointly

(Please print name) (Please print name)

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY USING THE ENCLOSED ENVELOPE

February 22, 1994

BANC ONE CORPORATION
100 East Broad Street
Columbus, Ohio 43215

Re: BANC ONE CORPORATION Registration Statement on Form S-4 (Capital Bancorp)

Gentlemen:

I have acted as counsel to BANC ONE CORPORATION ("BANC ONE") in connection with
the Registration Statement on Form S-4 to be filed by BANC ONE with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to the issuance of up to 433,850
shares of common stock, no par value, of BANC ONE (the "Shares") to (a) the
shareholders of Capital Bancorp ("CAPITAL") in connection with the merger (the
"Merger") of CAPITAL with and into Banc One Arizona Corporation ("Banc One
Arizona"), a wholly owned subsidiary of BANC ONE, pursuant to the terms of an
Agreement and Plan of Merger dated September 17, 1993, by and among CAPITAL,
BANC ONE and Banc One Arizona (the "Merger Agreement") and (b) the shareholders
(other than Capital) of Capital City Bank ("CCB") in connection with the merger
(the "Bank Merger") of CCB with and into Bank One, Utah, N.A. ("Bank One
Utah"), a wholly owned subsidiary of Banc One Arizona, pursuant to the terms of
a Bank Merger Agreement dated December 14, 1993 between CCB and Bank One Utah
(the "Bank Merger Agreement").

In this connection, I have examined such corporate records and other documents
and certificates of public officials as I have deemed necessary in order to
render the opinion set forth below.

Based upon the foregoing, it is my opinion that upon the satisfaction of
certain conditions provided for in the Merger Agreement and Bank Merger
Agreement, the Shares, when issued and delivered pursuant to the provisions of
the Merger Agreement and Bank Merger Agreement and upon consummation of the
Merger and Bank Merger, will be validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

ROMAN J. GERBER

Roman J. Gerber
General Counsel

GERRISH & MCCREARY, P.C.
Attorneys
Washington Square
222 Second Avenue North, Suite 424
Nashville, Tennessee 37201

February 11, 1994

Shareholders of Capital Bancorp

Capital Bancorp
2200 South State Street
Salt Lake, Utah 84115

Banc One Corporation
100 East Broad Street
Columbus, Ohio 43271-0152

Ladies and Gentlemen:

Banc One Arizona is an Arizona corporation duly organized and existing under
the laws of the State of Arizona. Banc One owns 100% of the outstanding shares
of stock of Banc One Arizona.

Pursuant to the Agreement at the Effective Date of the Merger, the following
transactions will be consummated:

1. Capital shall merge with and into Banc One Arizona whereby each share of
$10.00 par value Capital Common Stock issued and outstanding, other than
shares whose holders have perfected their rights to dissent from the
Merger, shall be converted into and exchanged for up to 353,461 shares of
newly issued Banc One Common Stock without par value. Banc One Arizona
shall survive the Merger and the former stockholders of Capital shall
become stockholders of Banc One. No fractional shares of Banc One Common
Stock shall be issued. The former Capital stockholders entitled to
fractional shares of Banc One Common Stock shall be paid cash by Banc One
for such fractional shares, the value of which shall be computed by
multiplying the fraction thereof by the "Average Price" of Banc One Common
Stock. The "Banc One Average Price" is the average of the daily market
price of Banc One Common Stock during a ten (10) day period preceding the
Effective Time of the Merger as set forth in Section 7(a) of the Agreement.

2. The Merger is subject to various conditions including, among others,
approval by a majority of the stockholders of Capital at the Capital
Special Meeting and approval by all applicable regulatory authorities.

1. The Merger shall be consummated pursuant to and in accordance with the
Agreement.

2. The fair market value of newly issued Banc One Common Stock without par
value to be received by Capital stockholders will be, in each instance,
approximately equal to the fair market value of the Capital Common Stock to
be surrendered in exchange therefor.

3. After consummation of the Merger transaction, Banc One Arizona will
continue its historical business in a substantially unchanged manner.

4. The management of Capital knows of no plan or intention by the stockholders
of Capital who own 5% or more of the Capital Common Stock or on the part of
the remaining stockholders of Capital to sell or otherwise dispose of a
number of shares of Banc One Common Stock to be received in the Merger
transaction that would reduce the Capital stockholders' ownership of Banc
One Common Stock to a number of shares having a value as of the date of the
Merger, of less than fifty (50) percent of the value of the formerly
outstanding Capital Common Stock as of the same date. For purposes of this
representation, shares of Capital Common Stock exchanged for cash or other
property, surrendered by dissenters or exchanged for cash in lieu of
fractional shares of Banc One Common Stock will be treated as outstanding
Capital Common Stock on the date of the transaction. Moreover, shares of
Capital Common Stock and shares of Banc One Common Stock held by Capital
stockholders and otherwise sold, redeemed, or disposed of prior or
subsequent to the merger transaction will be considered in making this
representation.

5. Banc One Arizona will acquire at least 90% of the fair market value of the
net assets and at least 70% of the fair market value of the gross assets
held by Capital immediately prior to the Effective Date of the Merger. For
purposes of this representation, amounts paid by Capital to dissenters,
amounts paid by Capital to stockholders who receive cash or other property,
Capital assets used to pay its reorganization expenses, and all redemptions
and other distributions (except for regular, normal dividends) made by
Capital immediately preceding the transfer, will be included as assets of
Capital held immediately prior to the transaction.

6. Prior to the transaction, Banc One will be in control of Banc One Arizona
within the meaning of Section 268(c) of the Internal Revenue Code.

7. Following the transaction, Banc One Arizona will not issue additional
shares of its stock that would result in Banc One losing control of Banc
One Arizona within the meaning of Section 368(c) of the Code.

8. Banc One has no plan or intention to reacquire any of its stock issued in
this transaction.

9. Banc One has no plan or intention to liquidate Banc One Arizona, to merge
Banc One Arizona with and into another corporation, to sell or otherwise
dispose of the stock of Banc One Arizona or to cause Banc One Arizona to
sell or otherwise dispose of any of the assets of Capital acquired in the
transaction, except for dispositions made in the ordinary course of
business or transfers described in Section 368(a)(2)(c) of the Code.

10. The liabilities of Capital assumed by Banc One Arizona and the liabilities
to which the transferred assets of Capital are subject were incurred by
Capital in the ordinary course of its business.

11. Following the transaction, Banc One Arizona will continue the historic
business of Capital or use a significant portion of Capital's historical
business assets in its business.

12. Each Party to the Agreement will pay its own expenses incurred in
connection with the Merger including the cost of soliciting proxies for the
Capital Special Meeting. Printing costs and expenses incurred in
connection with the Proxy Statement/Prospectus and the associated Banc One
Registration Statement to be filed with the Securities and Exchange
Commission of which the Proxy Statement/Prospectus forms a part will be
paid by Banc One and/or Banc One Arizona.

If the Merger is not consummated for any reason, except if one Party
breaches the agreement, Banc One and Capital each agree to pay the expenses
arising from the negotiation and preparation of, and filings and
solicitations with respect to the Agreement and the transactions
contemplated by such Agreement as follows: Each party will pay its own
expenses, except that Banc One will pay the costs of printing the proxy
material.

13. There is no intercorporate indebtedness existing between Banc One and
Capital or between Banc One Arizona and Capital that was issued, acquired,
or will be settled at a discount.

14. No two parties to the transaction are investment companies as defined in
Section 368(a)(2)(F)(iii) and (iv) of the Code.

15. Capital, Banc One or Banc One Arizona is not under the jurisdiction of a
court in a Title 11 or similar case within the meaning of Section
368(a)(3)(A) of the Code.

16. The fair market value of the assets of Capital transferred to Banc One
Arizona will equal or exceed the sum of the liabilities assumed by Banc One
Arizona, plus the amount of liabilities, if any, to which the transferred
assets are subject.

17. No stock of Banc One Arizona will be issued in the transaction.

18. None of the compensation received by any stockholder-employee of Capital
will be separate consideration for, or allocable to, any of their shares of
Capital stock; none of the shares of Banc One stock received by any
stockholder-employee will be separate consideration for, or allocable to,
any employment agreement; and the compensation paid to any stockholder-
employee will be for services actually rendered and will be commensurate
with amounts paid to third parties bargaining at arm's-length for similar
services.

Based solely on the information submitted and on the representations set forth
above our opinion is as follows:

1. Provided the proposed merger of Capital with and into Banc One Arizona
qualifies under Utah and Arizona law, the acquisition by Banc One Arizona
of substantially all of the assets of Capital solely in exchange for Banc
One Common Stock and the assumption by Banc One Arizona of the liabilities,
will qualify as a reorganization under the provisions of Sections
368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code. For purposes
of this opinion, "substantially all" means at least 90% of the fair market
value of the net assets and at least 70% of the fair market value of the
gross assets of Capital held immediately prior to the proposed
transaction. Capital, Banc One and Banc One Arizona will each be "a party
to a reorganization" within the meaning of Section 368(b).

2. No gain or loss will be recognized by Capital upon the transfer of
substantially all of its assets to Banc One Arizona in exchange for Banc
One Common Stock and the assumption of Capital's liabilities by Banc One
Arizona (Sections 361 and 357(a)).

3. No gain or loss will be recognized by either Banc One or Banc One Arizona
upon the acquisition by Banc One Arizona of substantially all of the assets
of Capital in exchange for Banc One's Common Stock and the assumption of
Capital's liabilities (Rev. Rul. 57-278, 1957-1 C.B. 124).

4. The federal income tax basis of the assets of Capital acquired by Banc One
Arizona will be the same in the hands of Banc One Arizona as the basis of
such assets in the hands of Capital immediately prior to the exchange
(Section 362(b)).

5. The basis of the Banc One Arizona Common Stock in the hands of Banc One
will be increased by an amount equal to the basis of the Capital assets in
the hands of Banc One Arizona and decreased by the sum of the amount of the
liabilities of Capital assumed by Banc One Arizona and the amount of
liabilities to which the assets of Capital are subject.

6. The holding period of the assets of Capital received by Capital will, in
each instance, include the period for which such assets were held by
Capital (Section 1223(2)).

7. No gain or loss will be recognized to the stockholders of Capital upon the
exchange of Capital stock solely for Banc One Common Stock (Section
354(a)(1).

8. The basis of the Banc One Common Stock received by the stockholders of
Capital will be the same as the basis of the Capital stock surrendered in
exchange therefor (Section 358(a)(1)).

9. The holding period of the Banc One Common Stock received by the
stockholders of Capital will include the period during which Capital stock
surrendered therefor was held, provided the stock of Capital is a capital
asset in the hands of the stockholders of Capital on the date of the
exchange (Section 1223(1)).

10. As provided by Section 381(c)(2) of the Code and Section 1.381(c)(2)-1 of
the Income Tax Regulations, Banc One Arizona will succeed to and take into
account the earnings and profits, or deficit in earnings and profits, of
Capital as of the date of transfer. Any deficit in the earnings and
profits of Capital or Banc One Arizona will be used only to offset the
earnings and profits accumulated after the date of transfer.

11. Where a dissenting Capital stockholder receives cash in exchange for his or
her stock, such cash will be treated as having been received by the
stockholder as a distribution in redemption of his or her stock subject to
the provisions and limitations of Section 302 of the Code. Rev. Rul.
74-515, 1974-2 C.B. 118.

No opinion is expressed herein with regard to the tax treatment of the merger
of Capital City Bank into Bank One, Utah, N.A.

This opinion is addressed only to you and concerns only the transaction
described above. This opinion may be relied upon only by Capital, Banc One,
Banc One Arizona and the stockholders of Capital.

Very truly yours,

GERRISH & McCREARY, P.C.

GERRISH & MCCREARY, P.C.

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration
Statement of BANC ONE CORPORATION on Form S-4 of our reports:

- dated February 26, 1993 on our audits of the
consolidated financial statements of BANC ONE
CORPORATION as of December 31, 1992 and 1991 and for
the years ended December 31, 1992, 1991, and 1990;

- dated February 22, 1991 on our audit of the
consolidated financial statements of Bank One, Texas,
NA as of December 31, 1990 and for the year ended
December 31, 1990;

included in BANC ONE CORPORATION's Annual Report on Form 10-K for
the year ended December 31, 1992.

Additionally, we consent to the incorporation by reference in the
Registration Statement of BANC ONE CORPORATION on Form S-4 of our
report dated August 18, 1993 on our audits of the supplemental
consolidated financial statements of BANC ONE CORPORATION as of
December 31, 1992 and 1991 and for the years ended December 31,
1992, 1991, and 1990, included in BANC ONE CORPORATION's Current
Report filed on Form 8-K.

We also consent to the reference to our Firm under the caption
"Experts" in said Registration Statement.

COOPERS & LYBRAND

Columbus, Ohio
February 23, 1994

Consent of Independent Public Accountants

The Board of Directors
Capital Bancorp and Capital City Bank:

We consent to the use of our reports dated January 12, 1993 with respect to the
consolidated financial statements of Capital Bancorp and subsidiary, and the
financial statements of Capital City Bank as of December 31, 1992 and 1991,
and for each of the years in the three-year period ended December 31, 1992
included herein, and to the reference to our firm under the heading
"Experts" in the prospectus.

KPMG Peat Marwick

Salt Lake City, Utah
February 21, 1994