BANC ONE CORP/OH/, S-4, 1994-06-02

BANC ONE CORP/OH/
S-4, 1994-06-02
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

Filed with the Securities and Exchange Commission on June 2, 1994

Registration No. 33-______

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)

6712
- --------------------------------------------------------------------------------
(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:

Fred A. Summer, Esq.
Squire, Sanders & Dempsey
41 South High Street
Columbus, Ohio 43215
(614) 365-2743

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 a wholly owned subsidiary
of the Registrant with and into Liberty National Bancorp, Inc. 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. __
|__|

<PAGE> 2
<TABLE>
Calculation of Registration Fee
===============================================================================

<CAPTION>
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)
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 26,813,439 $27.75 $744,072,932 $256,577
</TABLE>

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

(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 a wholly owned subsidiary of the Registrant with and
into Liberty National Bancorp, Inc.

(2) Estimated solely for purpose of computing the registration fee
based upon the average of the high and low sales prices of the
Common Stock of Liberty National Bancorp, Inc. as reported in the
Nasdaq National Market on May 27, 1994, in accordance with Rule
457(f)(1) 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.
===============================================================================

<PAGE> 3
<TABLE>
BANC ONE CORPORATION
Cross Reference Sheet

<CAPTION>
Caption in Prospectus
Item of Form S-4 and Proxy Statement
- -------------------------------------- ---------------------------
<S> <C> <C>
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 Summary
Earnings to Fixed Charges and
Other Information

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

Item 5 - Pro Forma Financial Infor-
mation *

Item 6 - Material Contacts with Background of Transaction
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 and
Experts and Counsel Counsel

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

Item 11 - Incorporation of Certain Incorporation of Certain Informa-
Information by Reference tion About BANC ONE by Reference;
Incorporation by Reference
</TABLE>

<PAGE> 4
<TABLE>
<CAPTION>
Caption in Prospectus
Item of Form S-4 and Proxy Statement
- -------------------------------------- ---------------------------
<S> <C> <C>
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 Information about Liberty;
to S-3 Companies Incorporation of Certain
Information about Liberty
by Reference; Incorporation by
Reference

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

Item 17 - Information with Respect *
to Companies Other Than S-2 or
S-3 Companies

D. Voting and Management Information
---------------------------------

Item 18 - Information if Proxies, The Special Meeting of Shareholders;
Consents or Authorizations Are To Voting and Management Information;
Be Solicited Incorporation of Certain Informa-
tion About BANC ONE by Reference;
Incorporation of Certain Informa-
tion About Liberty by Reference;

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

<FN>
* Omitted because item is inapplicable or answer to item is negative
</TABLE>

<PAGE> 5

LIBERTY NATIONAL BANCORP, INC.

, 1994

Dear Shareholder:

You are cordially invited to attend the Special Meeting of Shareholders of
Liberty National Bancorp, Inc. ("LIBERTY") to be held at Commonwealth
Convention Center, 221 Fourth Avenue, Rooms 105 and 106, Louisville, Kentucky
on o, 1994, at o [a.m.][p.m.], local time.

At the Special Meeting you will be asked to consider and vote upon a merger
proposal pursuant to which a wholly owned subsidiary of BANC ONE CORPORATION
("BANC ONE") will merge with and into LIBERTY (the "Merger Proposal"). The
Merger Proposal includes approval of (i) a Merger Agreement dated as of
November 2, 1993, and amended as of May 19, 1994, and the related Plan of
Merger and Reorganization, and (ii) a proposed amendment to the Merger
Agreement and alternative Plan of Merger and Reorganization. In the merger,
each outstanding share of LIBERTY Common Stock will be converted into shares of
BANC ONE Common Stock, as described more fully in the accompanying Prospectus
and Proxy Statement.

Your Board of Directors believes that the terms of the merger are in the best
interests of LIBERTY shareholders, will provide significant value to all
LIBERTY shareholders, and will enable holders of LIBERTY Common Stock to
participate in the expanded opportunities for growth that the merger will make
possible.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
APPROVAL OF THE MERGER PROPOSAL.

Additional information is contained in the accompanying Prospectus and Proxy
Statement which I urge you to read carefully. Please indicate your voting
instructions, sign and date the enclosed proxy card and mail it promptly in the
return envelope provided. Whether or not you plan to attend the meeting, it is
important that you return the enclosed proxy card so that your shares of
LIBERTY Common Stock are voted.

<PAGE> 6
PLEASE DO NOT SEND IN ANY STOCK CERTIFICATES AT THIS TIME. If the Merger
Proposal is approved, you will be sent instructions regarding the mechanics of
exchanging your existing LIBERTY Common Stock certificates for new certificates
representing shares of BANC ONE Common Stock.

Sincerely,

Malcolm B. Chancey, Jr.
Chairman of the Board,
President and Chief
Executive Officer

<PAGE> 7
LIBERTY NATIONAL BANCORP, INC.
416 WEST JEFFERSON STREET
LOUISVILLE, KENTUCKY 40202

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD o, 1994

To the Shareholders of Liberty National Bancorp, Inc.:

A Special Meeting of the holders of Common Stock of Liberty National Bancorp,
Inc. ("LIBERTY") will be held at the Commonwealth Convention Center, 221 Fourth
Avenue, Rooms 105 and 106, Louisville, Kentucky, on o, 1994, at o [a.m.][p.m.]
local time, for the purpose of voting on the following matters:

1. To consider and vote upon a proposal to approve
a merger proposal (the "Merger Proposal") consisting
of (i) the Merger Agreement dated as of November 2, 1993,
and amended as of May 19, 1994, by and among LIBERTY, BANC
ONE CORPORATION ("BANC ONE") and Aaron Acquisition
Corporation ("Acquisition Corp."), a wholly owned
subsidiary of BANC ONE, and the related Plan of
Merger and Reorganization and (ii) a proposed amendment
to the Merger Agreement and an alternative Plan of Merger
and Reorganization, which are summarized in the attached
Prospectus and Proxy Statement, providing for the merger
of Acquisition Corp. with and into LIBERTY (the
"Merger"), pursuant to which each outstanding share of
LIBERTY Common Stock will be converted into shares of
BANC ONE Common Stock, and the surviving corporation
shall become a wholly owned subsidiary of BANC ONE; and
to authorize such further action by the Board of
Directors of LIBERTY and any of its executive or proper
officers as may be necessary or appropriate to carry out
the objects, intents, and purposes of the Merger
Proposal.

2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Management currently knows of no other business to be
brought before the Special Meeting.

The LIBERTY Board of Directors has fixed o, 1994 as the record date for the
determination of shareholders entitled to notice of and to vote at the Special
Meeting and any adjournment or adjournments thereof. Only the holders of
record of LIBERTY Common Stock at the close of business on such date are
entitled to notice of and to vote at the meeting or at any adjournments
thereof.

<PAGE> 8
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF
LIBERTY COMMON STOCK IS REQUIRED FOR APPROVAL OF THE MERGER PROPOSAL. YOUR
VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

Shareholders are invited to attend the Special Meeting in person. However,
whether or not you plan to attend the Special Meeting, you are urged to
complete and sign the enclosed proxy card and mail it in the enclosed return
envelope, which requires no postage if mailed in the United States. If a proxy
card is properly executed, returned to LIBERTY, and not revoked, the shares
represented by such card will be voted in accordance with the instructions
contained therein. If no instruction is given, those shares will be voted for
approval of the Merger Proposal. FAILURE TO RETURN THE ENCLOSED PROXY CARD OR
TO VOTE AT THE MEETING WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE MERGER
PROPOSAL. If you do attend the meeting and decide that you wish to vote in
person, you may revoke your proxy card at any time prior to the taking of the
vote at the Special Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

________________________________________
Malcolm B. Chancey, Jr.
Chairman of the Board,
President and Chief
Executive Officer

Louisville, Kentucky
o, 1994

<PAGE> 9
PROSPECTUS
26,813,439 Shares
BANC ONE CORPORATION
Common Stock

LIBERTY NATIONAL BANCORP, INC.
PROXY STATEMENT
for
Special Meeting of Shareholders
, 1994

This Prospectus and Proxy Statement (the "Prospectus" or "Prospectus
and Proxy Statement") relates to a special meeting of shareholders (the
"Special Meeting") of Liberty National Bancorp, Inc. ("LIBERTY"). At the
Special Meeting, shareholders will consider the proposed merger of Aaron
Acquisition Corporation ("Acquisition Corp."), a wholly owned subsidiary of
BANC ONE CORPORATION ("BANC ONE"), with and into LIBERTY. If the proposed
merger (the "Merger") is consummated, each outstanding share of LIBERTY Common
Stock ("LIBERTY Common Stock"), will be converted into shares of BANC ONE
Common Stock, no par value ("BANC ONE Common Stock") at a rate which will be
determined prior to the date the Merger becomes effective but which will not be
less than .8750 or more than .9262 share of BANC ONE Common Stock for each
share of LIBERTY Commmon Stock. If the average closing trading price for BANC
ONE Common Stock during the "Valuation Period" (defined in the Merger Agreement
(as hereinafter defined) as the fifteen consecutive days on which shares of
BANC ONE Common Stock are traded on the New York Stock Exchange ("NYSE") ending
on the eighth NYSE trading day immediately prior to the consummation of the
Merger) is less than $34.55, LIBERTY can elect to terminate the Merger
Agreement. However, if the average closing price is less than $34.55 but equal
to or more than $31.82, BANC ONE has the option to increase the number of
shares of BANC ONE Common Stock to be received for each share of LIBERTY Common
Stock to a number of shares of BANC ONE Common Stock that would provide $32.00
in value per share of LIBERTY Common Stock and thereby nullify the termination
election by LIBERTY. If the average closing trading price is less than
$31.82, LIBERTY may elect to terminate the Merger Agreement upon LIBERTY's
delivery of a termination notice to BANC ONE. See "MERGER--Exchange Rate."

LIBERTY is submitting a single proposal (the "Merger Proposal") for shareholder
approval at the Special Meeting. The Merger Proposal includes (i) the Merger
Agreement dated November 2, 1993 and amended as of May 19, 1994, and the
related Plan of Merger and Reorganization (together, the "Merger Agreement"),
and (ii) a proposed amendment to the Merger Agreement and an alternative Plan
of Merger and Reorganization (together, the "Proposed Amendment") which would
allow LIBERTY to offer BANC ONE the option to increase the Exchange Rate to
provide $32.00 in value per LIBERTY share if the average closing price for
BANC ONE

-1-
<PAGE> 10
Common Stock during such Valuation Period is less than $31.82. BANC
ONE and Acquisition Corp. have not agreed to the Proposed Amendment, nor can
there be any assurance that they will agree to it. See "MERGER-- Alternate
Plan of Merger."

The Merger is subject to the approval of the holders of a majority of the
outstanding shares of LIBERTY Common Stock 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 LIBERTY upon consummation of the Merger, and no
person is authorized to make use of this Prospectus and Proxy Statement in
connection with any such resale.

BANC ONE paid a 10% stock dividend on March 4, 1994. Pursuant to the
Merger Agreement the exchange rates and price comparisons set forth herein have
been adjusted to give effect to such stock dividend.

The outstanding shares of BANC ONE Common Stock are, and the shares of BANC ONE
Common Stock offered hereby will be, listed and traded on the New York Stock
Exchange. The closing price of BANC ONE Common Stock on the New York Stock
Exchange on June 1, 1994 was $33.75.

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

The Special Meeting will be held at the Commonwealth Convention Center, 221
Fourth Avenue, Rooms 105 and 106, Louisville, Kentucky, on o, 1994, to consider
a proposal to approve the Merger Proposal.

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

-2-
<PAGE> 11
TABLE OF CONTENTS

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . 5

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Introduction . . . . . . . . . . . . . . . . . . . . . . . . 7
Parties to the Merger . . . . . . . . . . . . . . . . . . . . 7
Terms of Agreement and Exchange Rate . . . . . . . . . . . . 8
Management After the Merger . . . . . . . . . . . . . . . . . 9
Tax Consequences . . . . . . . . . . . . . . . . . . . . . . 9
Date, Time and Place of Special Meeting of Shareholders of
LIBERTY . . . . . . . . . . . . . . . . . . . . . . . . . 9
Purpose of the Special Meeting of LIBERTY . . . . . . . . . . 10
Vote Required . . . . . . . . . . . . . . . . . . . . . . . . 10
Rights of Dissenting Shareholders . . . . . . . . . . . . . . 10
Differences in Shareholder Rights . . . . . . . . . . . . . . 10
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . 11
Conditions; Termination . . . . . . . . . . . . . . . . . . . 12
Opinion of the Financial Advisor . . . . . . . . . . . . . . 13
The Option . . . . . . . . . . . . . . . . . . . . . . . . . 15
Selected Financial Data . . . . . . . . . . . . . . . . . . . 15
Comparative Per Share Data . . . . . . . . . . . . . . . . . 17

THE SPECIAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Purpose of the Special Meeting . . . . . . . . . . . . . . . 22
Record Date and Voting Rights . . . . . . . . . . . . . . . . 22
Proxy Cards and Proxies . . . . . . . . . . . . . . . . . . . 22
MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
General . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Exchange Rate . . . . . . . . . . . . . . . . . . . . . . . . 24
Operations After the Merger . . . . . . . . . . . . . . . . . 26
Background of Transaction . . . . . . . . . . . . . . . . . . 26
Merger Recommendation and Reasons for Transaction . . . . . . 29
Opinion of Financial Advisor . . . . . . . . . . . . . . . . 34
Engagement of J.J.B. Hilliard, W.L. Lyons, Inc. . . . . . . 40
Effective Time . . . . . . . . . . . . . . . . . . . . . . . 40
Conditions to the Merger; Termination . . . . . . . . . . . . 40
Alternate Plan of Merger . . . . . . . . . . . . . . . . . . 45
Federal Income Tax Consequences . . . . . . . . . . . . . . . 46
Conversion of Shares and Exchange of Certificates . . . . . . 48
Fractional Shares . . . . . . . . . . . . . . . . . . . . . . 49
Effect on LIBERTY Employee Benefits Plans, Programs and
Arrangements . . . . . . . . . . . . . . . . . . . . . . . 49
Officer Compensation Continuation Agreements . . . . . . . . 51
Resales by Affiliates . . . . . . . . . . . . . . . . . . . . 51
Accounting Treatment . . . . . . . . . . . . . . . . . . . . 52
The Option . . . . . . . . . . . . . . . . . . . . . . . . . 53

COMPARATIVE RIGHTS OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . 56
Description of BANC ONE Stock . . . . . . . . . . . . . . . . 56

-3-
<PAGE> 12
Special Voting Requirements for Certain Transactions . . . . 58
Comparison of BANC ONE Common Stock and LIBERTY Common Stock. 61
LIBERTY Shareholder Rights Agreement . . . . . . . . . . . . 68

MISCELLANEOUS INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 72
Transfer and Exchange Agents . . . . . . . . . . . . . . . . 72
Interests of Named Experts and Counsel . . . . . . . . . . . 72
Sources of Information . . . . . . . . . . . . . . . . . . . 73
Registration Statement . . . . . . . . . . . . . . . . . . . 73
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . 73

INFORMATION ABOUT BANC ONE . . . . . . . . . . . . . . . . . . . . . . . . 73
General -- Business. . . . . . . . . . . . . . . . . . . . . 73
Recent Developments . . . . . . . . . . . . . . . . . . . . . 74
Market Prices of and Dividends Paid on BANC ONE Common Stock. 75
Certain Regulatory Matters . . . . . . . . . . . . . . . . . 76
Incorporation of Certain Information About BANC ONE
By Reference. . . . . . . . . . . . . . . . . . . . . . . . . 80

INFORMATION ABOUT LIBERTY . . . . . . . . . . . . . . . . . . . . . . . . . 81
General . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Market Prices of and Dividends Paid on LIBERTY Common Stock . 81
Incorporation of Certain Information About LIBERTY
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . 82

VOTING AND MANAGEMENT INFORMATION . . . . . . . . . . . . . . . . . . . . . 83
Rights of Dissenting Shareholders . . . . . . . . . . . . . . 83
Management and Principal Shareholders of BANC ONE . . . . . . 86
Management and Principal Shareholders of LIBERTY . . . . . . 86

EXHIBITS
EXHIBIT A - OPINION OF GOLDMAN, SACHS & CO.
EXHIBIT B - 271B.13-010 through 271B.13-310
Kentucky Revised Statutes

-4-
<PAGE> 13
AVAILABLE INFORMATION

Each of BANC ONE and LIBERTY 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"). The reports, proxy
and information statements and other information filed by BANC ONE and LIBERTY
with the Commission 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 7 World Trade Center, Suite 1300, New York, New York
10048. Reports, proxy and information statements and other information
concerning BANC ONE can be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.

BANC ONE has filed with the Commission a Registration Statement on Form S-4
(together with any amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
BANC ONE Common Stock to be issued pursuant to the Merger Proposal. This
Prospectus and Proxy Statement does not contain all information set forth in
the Registration Statement and exhibits thereto. Such additional information
may be inspected and copied as set forth above. Statements contained in this
Prospectus and Proxy Statement or in any document incorporated into this
Prospectus and Proxy Statement by reference as to the contents of any contract
or other document referred to herein or therein are not necessarily complete,
and in each instance reference is made to the copy of such contract or document
filed as an exhibit to the Registration Statement or such other document, each
such statement being qualified in all respects by such reference.

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
LIBERTY SHAREHOLDER, TO WHOM THIS PROSPECTUS AND PROXY STATEMENT IS DELIVERED
UPON ORAL OR WRITTEN REQUEST, IN THE CASE OF DOCUMENTS RELATING TO BANC ONE, TO
WILLIAM C. LEITER, SENIOR VICE PRESIDENT, BANC ONE CORPORATION, 100 EAST BROAD
STREET, COLUMBUS, OHIO 43271-0251, TELEPHONE NUMBER 614/248-5905, AND, IN THE
CASE OF DOCUMENTS RELATING TO LIBERTY, TO CARL E. WEIGEL, TREASURER, LIBERTY
NATIONAL BANCORP, INC., P.O. BOX 32500, LOUISVILLE, KENTUCKY 40232-2500,
TELEPHONE NUMBER 502/566-2510. IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, ANY REQUEST SHOULD BE MADE BY o, 1994.

-5-
<PAGE> 14
BANC ONE's Annual Report on Form 10-K for the fiscal year ended December 31,
1993, BANC ONE's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994, and BANC ONE's Current Reports on Form 8-K filed on January 27, 1994, and
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. LIBERTY's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, LIBERTY's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, and LIBERTY's Current Reports on Form 8-K dated February
11 and May 19, 1994, in each case filed with the Commission pursuant to Section
13 of the Exchange Act, are incorporated into this Prospectus and Proxy
Statement by reference.

All documents filed by BANC ONE and LIBERTY pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and Proxy
Statement and prior to the Annual Meeting of Shareholders of LIBERTY shall be
deemed to be incorporated by reference in this Prospectus and Proxy Statement
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 and Proxy Statement 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 and Proxy Statement.

No person is authorized to give any information or to make any representations
other than those contained in this Prospectus and Proxy Statement in connection
with the solicitations of proxies or the offering of securities made hereby
and, if given or made, such information or representations must not be relied
upon as having been authorized by BANC ONE or LIBERTY. This Prospectus and
Proxy Statement does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities, or the solicitation of a proxy, in any
jurisdiction to or from any person to whom it is not lawful to make any such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus and Proxy Statement nor any distribution of securities made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of BANC ONE or LIBERTY since the date hereof or
that the information herein is correct as of any time subsequent to such date.

-6-
<PAGE> 15
PROSPECTUS AND PROXY STATEMENT

LIBERTY NATIONAL BANCORP, INC.
LOUISVILLE, KENTUCKY
_______________________________

SPECIAL MEETING OF SHAREHOLDERS

_______________________________

SUMMARY

The following summary is not intended to be complete and is qualified in its
entirety by reference to the more detailed information contained elsewhere in
this Prospectus and Proxy Statement (the "Prospectus" or "Prospectus and Proxy
Statement"), the exhibits thereto and the documents incorporated herein by
reference.

Introduction

This Prospectus and Proxy Statement is furnished in connection with the
solicitation of proxy cards by the Board of Directors of Liberty National
Bancorp, Inc. ("LIBERTY"), a registered multi-bank holding company
headquartered in Louisville, Kentucky, to be voted at a Special Meeting of
Shareholders of LIBERTY to be held on o, 1994 and at any adjournment or
adjournments thereof (the "Special Meeting") for the purpose of considering and
taking action upon a proposal to merge (the "Merger") Aaron Acquisition
Corporation ("Acquisition Corp.") with and into LIBERTY. Acquisition Corp. is
a wholly owned subsidiary of BANC ONE CORPORATION ("BANC ONE"), a registered
multi-bank holding company headquartered in Columbus, Ohio. This proposal is
in accordance with the Merger Proposal.

This Prospectus and Proxy Statement and the proxy card are being mailed to the
shareholders of LIBERTY for the first time on or about o, 1994.

Parties to the Merger

LIBERTY is a multi-bank holding company incorporated under the laws

-7-
<PAGE> 16
of the Commonwealth of Kentucky in 1979, which, as of April 30, 1994, owned all
of the outstanding stock of six Kentucky and one Indiana commercial banks,
which operate 90 offices in Kentucky and 13 offices in Indiana. As of March
31, 1994, LIBERTY, its affiliate banks and its non-bank subsidiaries had total
assets of approximately $5.02 billion and total deposits of approximately $4.04
billion. The principal office of LIBERTY is 416 West Jefferson Street,
Louisville, Kentucky 40202-3244 and its telephone number is (502) 566-2000.
See "INFORMATION ABOUT LIBERTY."

BANC ONE is a multi-bank holding company incorporated under the laws of the
State of Ohio which as of March 31, 1994 owned all of the outstanding stock of
one Arizona, two Kentucky, six Illinois, one Texas, four Michigan, eight
Indiana, fifteen Wisconsin, one California, six Colorado, eighteen Ohio, one
Utah, sixteen West Virginia and one Oklahoma commercial banks. These 80 banks
operate more than 1,300 offices in this thirteen-state area and, at March 31,
1994, BANC ONE, its affiliate banks and its non-bank subsidiaries had total
assets of approximately $83.4 billion and total deposits of approximately $60.1
billion. Acquisition Corp. is a wholly owned subsidiary of BANC ONE formed
under the laws of the Commonwealth of Kentucky for the sole purpose of merging
with and into LIBERTY. See "INFORMATION ABOUT BANC ONE CORPORATION," which
includes information about pending acquisitions. The principal office of BANC
ONE is 100 East Broad Street, Columbus, Ohio 43271 and its telephone number is
614/248-5944.

Terms of Agreement and Exchange Rate

Upon the Merger becoming effective, each of the issued and outstanding shares
of LIBERTY Common Stock will be converted into shares of BANC ONE Common Stock,
no par value ("BANC ONE Common Stock") at a rate (the "Exchange Rate") which
will be determined before the effective date of the Merger but which will not
be less than .8750 or more than .9262 share of BANC ONE Common Stock for each
share of LIBERTY Common Stock, except that the Exchange Rate may exceed .9262
share of BANC ONE Common Stock in certain circumstances. See "MERGER--Exchange
Rate", "--Conditions to the Merger; Termination," and "--Alternate Plan of
Merger." The minimum and maximum Exchange Rate are adjusted to reflect the 10%
stock dividend paid to shareholders of BANC ONE on March 4, 1994, and are
subject to further adjustments in certain circumstances. Upon the
consummation of the Merger, Acquisition Corp. will be merged with and into
LIBERTY and the separate corporate existence of Acquisition Corp. will cease.
LIBERTY, as the surviving corporation in the Merger, will become a wholly owned
subsidiary of BANC ONE and will continue operations under the name Banc One
Kentucky Corporation. The structure of LIBERTY's operations will be changed in
some respects. BANC ONE presently intends, immediately following the Effective
Time, to transfer all of the capital stock of Bank One, Lexington, National
Association ("Bank

-8-
<PAGE> 17
One Lexington"), a wholly owned subsidiary of BANC ONE through which a
substantial portion of BANC ONE's Kentucky banking operations are currently
conducted, to the surviving corporation and Bank One Lexington will thereupon
become a wholly owned subsidiary of Banc One Kentucky Corporation. Following
the Merger it is expected that Bank One Lexington will purchase the assets and
assume the associated liabilities of offices of Liberty National Bank and
Trust Company of Kentucky in the greater Lexington, Kentucky area. LIBERTY has
completed the conversion of its federal savings bank subsidiary into a national
bank and the merger of the converted bank with another commercial bank
subsidiary, thereby satisfying a condition of the Merger Agreement. See
"MERGER--Exchange Rate" and "--Operations After the Merger."

Management After the Merger

LIBERTY's current officers, directors and employees will serve as the officers,
directors and employees of the surviving corporation following the Merger.
Pursuant to the terms of the Merger Agreement, BANC ONE has the right to select
one or more additional persons who currently serve on the board of directors of
Bank One Lexington to serve as additional members of the board of directors of
the surviving corporation.

Each of the bank subsidiaries of the surviving corporation, as a BANC ONE
affiliate after the Merger, will operate under BANC ONE's operating philosophy
whereby each of such bank subsidiaries 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, auditing, loan
review, 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 LIBERTY and BANC ONE of
an opinion dated as of the effective date of the Merger from Squire, Sanders &
Dempsey to the effect that, among other things, no gain or loss will be
recognized by LIBERTY's shareholders for Federal income tax purposes on the
exchange of their LIBERTY Common Stock for BANC ONE Common Stock in the Merger,
disregarding for the purposes of the opinion any cash received pursuant to the
Merger in connection with fractional share interests or the assertion of
dissenters' rights. The tax consequences of the proposed transaction to
shareholders of LIBERTY are summarized under "MERGER--Federal Income Tax
Consequences."

-9-
<PAGE> 18
Date, Time and Place of Special Meeting of Shareholders of LIBERTY

The Special Meeting of Shareholders of LIBERTY will be held on o, 1994, at o
[a.m.] [p.m.] at the Commonwealth Center, 221 Fourth Avenue, Rooms 105 and 106
Louisville, Kentucky.

Purpose of the Special Meeting of LIBERTY

The purpose of the Special Meeting will be to consider and vote on a proposal
to approve and adopt the Merger Proposal.

Vote Required

A majority of the outstanding shares of LIBERTY Common Stock entitled to vote
thereon must vote in favor of the approval of the Merger Proposal in order for
the Merger to be approved. As of March 31, 1994, the directors and executive
officers of LIBERTY and their affiliates and associates were entitled to vote
8.4% of the outstanding shares of LIBERTY Common Stock. LIBERTY believes that
such shares will be voted for approval of the Merger Proposal. It is not
necessary for the shareholders of BANC ONE to approve the Merger or the Merger
Agreement. However, BANC ONE, as the sole shareholder of Acquisition Corp.,
has approved the Merger and the Merger Agreement, but not the Proposed
Amendment. For information concerning voting by shareholders of LIBERTY on
the Merger Proposal see "MERGER--General" and "VOTING AND MANAGEMENT
INFORMATION--Voting."

Rights of Dissenting Shareholders

Under Kentucky Law, certain rights are available to a shareholder of LIBERTY
who does not vote his shares in favor of the adoption of the Merger Proposal
and delivers to LIBERTY, before the vote is taken, written notice of intent to
demand payment for his LIBERTY Common Stock if the Merger is consummated. See
"VOTING AND MANAGEMENT INFORMATION--Rights of Dissenting Shareholders." It is
a condition to BANC ONE's obligation to consummate the Merger that not more
than 10% of the maximum aggregate number of shares of BANC ONE Common Stock
which could be issued by BANC ONE as a result of the Merger are to be or could
be settled in cash as a result of fractional share interests and action taken
by LIBERTY shareholders required as of the Effective Time to assert their
rights as dissenting shareholders pursuant to the provisions of applicable law.

Differences in Shareholder Rights

Although there are some differences between the rights of LIBERTY shareholders
and BANC ONE shareholders, such rights are similar in many material respects.
Both Ohio law and BANC ONE's Amended Articles of Incorporation ("BANC ONE's
Articles") contain "control

-10-
<PAGE> 19
share acquisition" provisions which mandate certain procedures and shareholder
consents to approve certain share acquisitions. There is no comparable control
share acquisition provision under Kentucky law. 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. Similarly, Kentucky law and LIBERTY's Amended and Restated
Articles of Incorporation ("LIBERTY's Articles") expressly provide that when
evaluating an acquisition proposal a director may consider, among other things,
the social, legal and economic effects of the acquisition proposal upon the
employees and customers of LIBERTY and its subsidiaries and upon the community
in which LIBERTY and its subsidiaries operate. BANC ONE's Articles contain a
so-called "fair price" provision which mandates certain procedures and
approvals for a business combination. LIBERTY's Articles contain similar
provisions regarding procedures and approvals for a business combination. See
"COMPARATIVE RIGHTS OF SHAREHOLDERS--Special Voting Requirements for Certain
Transactions" and "--Comparison of BANC ONE Common Stock and LIBERTY Common
Stock." In addition, Ohio law contains provisions prohibiting certain business
combinations between corporations and "interested shareholders" as that term is
defined in Chapter 1704 of the Ohio Revised Code. The effect of the
supermajority and fair price provisions contained in BANC ONE's and LIBERTY's
Articles may be to discourage certain potential business combinations which
some shareholders may believe to be in their best interest and to make more
difficult management changes which might occur if the potential business
combination were successful. See "COMPARATIVE RIGHTS OF
SHAREHOLDERS--Comparison of BANC ONE Common Stock and LIBERTY Common Stock."

Regulatory Approvals

In order for the proposed transaction to be completed, approval of BANC ONE's
acquisition of LIBERTY must be obtained from the Board of Governors of the
Federal Reserve System (the "Federal Reserve"), the Commissioner of the
Kentucky Department of Financial Institutions (the "Kentucky Commissioner"),
and the Indiana Commissioner of Financial Institutions (the "Indiana
Commissioner"). Upon obtaining approval from the Office of the Comptroller of
the Currency ("OCC") in April 1994, LIBERTY converted its federal savings bank
subsidiary into another commercial bank subsidiary, thereby satisfying a
condition of the Merger Agreement. The Federal Reserve, the Kentucky
Commissioner and the Indiana Commissioner have approved the Merger.
1994.

-11-
<PAGE> 20
Conditions; Termination

Consummation of the Merger is subject to satisfaction or waiver of various
conditions, including compliance by each party with its respective covenants
and confirmation by each party of its respective representations and
warranties, the absence of any material adverse change in the financial
condition or business of LIBERTY or BANC ONE, the fulfillment of certain
earnings tests and other matters.

LIBERTY, by action of the LIBERTY Board, may elect to terminate the Merger
Agreement (the "LIBERTY Termination Right"), whether before or after approval
of the Merger Proposal by the shareholders of LIBERTY, by giving written
notice of such election (the "LIBERTY Termination Notice") to BANC ONE within
four New York Stock Exchange ("NYSE") trading days after the Valuation Period.
If the average of the closing prices of BANC ONE Common Stock on the NYSE (the
"Average BANC ONE Closing Price") during the Valuation Period is less than
$31.82, then upon receipt of the LIBERTY Termination Notice, the Merger
Agreement provides that it shall terminate. If the Average BANC ONE Closing
Price during the Valuation Period is equal to or more than $31.82 but less than
$34.55, LIBERTY may exercise the LIBERTY Termination Right by delivering the
LIBERTY Termination Notice to BANC ONE, but upon receipt of the LIBERTY
Termination Notice, BANC ONE shall have the option (i) to nullify LIBERTY's
election to terminate the Merger Agreement by increasing the Exchange Rate to
that number of shares of BANC ONE Common Stock which when multiplied by the
Average BANC ONE Closing Price during the Valuation Period will equal $32.00,
or (ii) accept LIBERTY's election to terminate the Merger Agreement by giving
written notice to LIBERTY of such acceptance of termination within two NYSE
trading days of BANC ONE's receipt of LIBERTY's notice. Upon BANC ONE's notice
to LIBERTY of such acceptance of termination, the Merger Agreement shall be
terminated.

The Average BANC ONE Closing Price for the fifteen consecutive trading days
ending on o, 1994, was $o. If the Average BANC ONE Closing Price is less than
$34.55 during the Valuation Period, the LIBERTY Board will then decide whether
to exercise the LIBERTY Termination Right based on its review of the relevant
facts and circumstances then existing. The LIBERTY Board may exercise the
LIBERTY Termination Right even if the LIBERTY shareholders have previously
approved the Merger Proposal.

-12-

<PAGE> 21
BANC ONE would elect to increase the Exchange Rate to provide at least $32.00
per LIBERTY share. BANC ONE's policy has been not to determine before value
determination periods whether or under what circumstances BANC ONE would elect
to increase the consideration to be paid by BANC ONE in an affiliation
transaction. See "MERGER -- Recommendation and Reasons for Transaction."

The Merger Proposal also would authorize LIBERTY to enter into the Proposed
Amendment, which would be entered into, if at all, only in the event that the
Average BANC ONE Closing Price during the Valuation Period is less than $31.82.
In that event, the Proposed Amendment would entitle LIBERTY, at the time it
delivers the LIBERTY Termination Notice, to elect to (i) terminate the Merger
Agreement, or (ii) give BANC ONE the option either to (a) increase the Exchange
Rate to provide at least $32.00 in value per LIBERTY share, based on the
Average BANC ONE Closing Price during the Valuation Period, or (b) accept
LIBERTY's termination of the Merger Agreement. The Proposed Amendment must
also be approved by BANC ONE and its wholly owned subsidiary, Acquisition
Corporation. BANC ONE thus far has not indicated an interest in the Proposed
Amendment, and there can be no assurance that BANC ONE would agree to the
Proposed Amendment or to increase the Exchange Rate if the Average BANC ONE
Closing Price during the Valuation Period is less than $31.82. See
"MERGER--Alternate Plan of Merger."

The Merger Agreement also provides that either party may abandon the Merger if
it is not consummated on or before October 15, 1994. See "MERGER--Conditions
to the Merger; Termination" for a more complete discussion of the conditions to
the Merger and the rights of each party to terminate the Merger Agreement.

Opinion of the Financial Advisor

On November 2, 1993, Goldman Sachs & Co. ("Goldman Sachs") delivered its
written opinion to the LIBERTY Board to the effect that, based on various
considerations and assumptions, the Exchange Rate was fair to the holders of
the outstanding shares of LIBERTY Common Stock. Goldman Sachs subsequently
confirmed its November 2, 1993 opinion by delivery of its written opinion dated
o, 1994. At LIBERTY's instruction, Goldman Sachs assumed for purposes of its
opinion dated o, 1994 that the Exchange Rate, as it may be adjusted pursuant to
the Merger Proposal, when multiplied by the Average BANC ONE Closing Price
will equal at least $32.00 per share of LIBERTY Common Stock. A copy of the
full text of the o, 1994 written opinion of Goldman Sachs, which sets forth the
assumptions made, procedures followed, matters considered and limits of its
review, is attached as Exhibit A to this Prospectus and Proxy Statement and
should be read carefully in its entirety.

-13-
<PAGE> 22
The Option

As a condition of BANC ONE's entering into the Merger Agreement and in
consideration therefor, BANC ONE and LIBERTY entered into an Option Agreement
dated as of November 2, 1993 (the "Option Agreement"). The Option Agreement
has the effect of increasing the likelihood that the Merger will be consummated
because it makes it more difficult and more expensive for another party to
obtain control of or acquire LIBERTY. See "MERGER--The Option."

Pursuant to the Option Agreement, LIBERTY granted BANC ONE an option
(the "Option") to purchase up to 5,064,663 authorized but unissued shares of
LIBERTY Common Stock at $28.00 per share (the closing trade price of a share of
LIBERTY Common Stock as reported on the Nasdaq National Market on November 2,
1993). The Option Agreement provides that if before the Merger any shares of
LIBERTY Common Stock are changed into a different number of shares by reason of
any stock dividend, reclassification, recapitalization, split-up, combination
or exchange of LIBERTY Common Stock, the number of shares of LIBERTY Common
Stock subject to the Option will be increased so that, after such issuance, the
number of shares of LIBERTY Common Stock subject to the Option will effectively
equal 19.9% of the number of shares of LIBERTY Common Stock then issued and
outstanding without giving effect to any shares subject, or issued pursuant, to
the Option. BANC ONE may exercise the Option only upon the occurrence of
certain events (none of which has occurred to date) and upon obtaining any
regulatory approval necessary for the acquisition of shares of LIBERTY Common
Stock subject to the Option. See "MERGER--The Option."

In addition to certain other Option Termination Events (as hereinafter
defined), the Option Agreement provides that the Option will terminate upon
termination of the Merger Agreement (i) by BANC ONE pursuant to the Merger
Agreement if that termination occurs prior to the occurrence of an Initial
Triggering Event (as hereinafter defined), (ii) by LIBERTY pursuant to the
Merger Agreement, or (iii) by the mutual consent of BANC ONE and LIBERTY. If
termination of the Merger Agreement by BANC ONE occurs after an Initial
Triggering Event, however, the Option may be exercised for the one-year period
following such termination provided that the Option shall in any event expire
not later than 18 months following such Initial Triggering Event.

If the Merger Agreement is terminated by LIBERTY pursuant to the LIBERTY
Termination Right, the Option will expire to the extent BANC ONE had not
previously exercised the Option. See "Merger--The Option" for a description of
the circumstances under which BANC ONE is permitted to exercise the Option
prior to an Option Termination Event.

-14-
<PAGE> 23
Selected Financial Data

The acquisition of LIBERTY will be accounted for as a pooling of interests.
BANC ONE has announced three other acquisitions of financial institutions which
are currently pending and which are not material, individually, or in the
aggregate, and are, therefore, not included in the accompanying selected
financial data. For further discussion of these acquisitions, see "INFORMATION
ABOUT BANC ONE CORPORATION".

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

-15-
<PAGE> 24

<TABLE>
SELECTED FINANCIAL DATA (2)
$(thousands, except per share)
(UNAUDITED)
<CAPTION>
Three months
ended
March 31, Year ended december 31,
-----------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total interest income and other income:

BANC ONE.................................$ 1,859,461 $ 7,226,790 $ 7,358,393 $ 6,828,327 $ 6,151,959 $ 5,473,099
LIBERTY.................................. 95,754 382,179 381,104 395,562 374,909 353,056

INCOME (loss) from continuing operations:

BANC ONE.................................$ 312,873 $ 1,120,589 $ 876,588 $ 664,288 $ 536,066 $ 304,916
LIBERTY.................................. 14,077 51,514 45,639 37,780 32,790 39,171

Income (loss) from continuing operations
per common share:

BANC ONE.................................$ 0.81 $ 2.93 $ 2.29 $ 1.82 $ 1.56 $ 0.97(1)
LIBERTY.................................. 0.55 2.03 1.83 1.60 1.42 1.54

Historical dividends declared per
common share:

BANC ONE.................................$ 0.31 $ 1.07 $ 0.89 $ 0.76 $ 0.69 $ 0.63
LIBERTY.................................. 0.1950 0.8075 0.60 0.53 0.47 0.41

Total assets (end of period):

BANC ONE.................................$83,426,670 $79,918,561 $76,739,119 $73,840,498 $56,610,126 $48,111,384
LIBERTY.................................. 5,024,251 4,916,095 4,565,745 4,338,106 3,713,467 3,535,498

Long-term borrowings (end of period)

BANC ONE.................................$ 1,740,912 $ 1,701,662 $ 1,357,462 $ 943,726 $ 810,197 $ 624,232
LIBERTY.................................. 103,377 103,610 39,335 39,351 37,377 41,268

Total stockholders equity
(end of period):

BANC ONE.................................$ 7,200,259 $ 7,033,638 $6,241,586 $5,559,370 $ 4,514,653 $ 3,633,542
LIBERTY.................................. 409,133 399,532 353,227 320,587 275,343 247,788

<FN>
(1) 1989's income from continuing operations per common share was impacted by a significant increase in BANC ONE Arizona
(formerly Valley National) Corporation's provision for loan losses.

(2) All per common share amounts are restated to give retroactive effect to the 10% dividend on BANC ONE common stock paid on
March 4, 1994 to BANC ONE common stockholders of record as of February 16, 1994.

</TABLE>
16

<PAGE> 25

Comparative Per Share Data

Based upon (a) the minimum Exchange Rate of .8750 share of BANC ONE Common
Stock for each of the outstanding shares of LIBERTY Common Stock, (b) the
maximum Exchange Rate of .9262 share of BANC ONE Common Stock for each of the
outstanding shares of LIBERTY Common Stock, (c) the approximate midpoint
Exchange Rate of .9006 share of BANC ONE Common Stock for each of the
outstanding shares of LIBERTY Common Stock, and (d) the Exchange Rate of 1.0057
shares of BANC ONE Common Stock for each of the outstanding shares of LIBERTY
Common Stock (the Exchange Rate which would be applicable if the Average BANC
ONE Closing Price during the Valuation Period were $31.82 and BANC ONE
exercised its option to increase the Exchange Rate upon receipt of a LIBERTY
Termination Notice), the following tables set forth per common share income
from continuing operations, dividends, book value, and market value of (i) BANC
ONE; (ii) LIBERTY; and (iii) pro forma equivalent of one share of LIBERTY
Common Stock based on BANC ONE Common Stock. See "MERGER--Exchange Rate" and
"--Conditions to Merger; Termination."

-17-
<PAGE> 26
<TABLE>
<CAPTION>
(iii) Per Share of LIBERTY
Common Stock assuming an
exchange rate of one share of
LIBERTY Common Stock for
.8750 shares of BANC ONE
(i) (ii) common stock
---------- ---------- ------------------------
BANC BANC
ONE LIBERTY ONE
---------- ---------- ------------------------
<S> <C> <C> <C> <C>
Income from continuing
operations per common share:
Year ended:
December 31, 1989 $ 0.97 (6) $ 1.54 $ 0.85
December 31, 1990 1.56 1.42 1.37
December 31, 1991 1.82 1.60 1.59
December 31, 1992 2.29 1.83 2.00
December 31, 1993 2.93 2.03 2.56
Quarter ended:
March 31, 1994 0.81 0.55 0.71

Dividends per common share:
Year ended:
December 31, 1989 0.63 0.41 0.55
December 31, 1990 0.69 0.47 0.60
December 31, 1991 0.76 0.53 0.67
December 31, 1992 0.89 0.60 0.78
December 31, 1993 1.07 0.8075 0.94
Quarter ended:
March 31, 1994 0.31 0.1950 0.27
Annualized for year
ended:
December 31, 1994 1.09(1)

Book value per common share
as of March 31, 1994 18.20 15.89 15.93

Market value per common share
as of November 2, 1993 (2) 34.09 (3) 28.00 (4) 29.83

Market value per common share
as of May __, 1994 (5) (3) (4)

<FN>

(1) The annualized dividend for the year ended December 31, 1994 is based upon the annualization of BANC ONE's dividend for the
quarter ended March 31, 1994, multiplied by the assumed exchange rate. The annualized dividend assumes no change in the BANC ONE
dividend rate for the quarter ended March 31, 1994.

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

(3) Based on the closing price of BANC ONE Common Stock as reported on the New York Stock Exchange. The November 2, 1993
price is adjusted for the 10% stock dividend paid on March 4, 1994 to shareholders of record as of February 16,
1994.

(4) Based on the closing price of LIBERTY Common Stock as reported on the Nasdaq National Market.

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

(6) 1989's income from continuing operations per common share was impacted by a significant increase in Banc One Arizona
(formerly Valley National) Corporation's provision for loan losses.

</TABLE>
18

<PAGE> 27
<TABLE>
<CAPTION>
(iii) Per Share of LIBERTY
Common Stock assuming an
exchange rate of one share of
LIBERTY Common Stock for
.9006 shares of BANC ONE
(i) (ii) common stock
---------- ---------- ------------------------
BANC BANC
ONE LIBERTY ONE
---------- ---------- ------------------------
<S> <C> <C> <C> <C>
Income from continuing
operations per common share:
Year ended:
December 31, 1989 $ 0.97 (6) $ 1.54 $ 0.87
December 31, 1990 1.56 1.42 1.40
December 31, 1991 1.82 1.60 1.64
December 31, 1992 2.29 1.83 2.06
December 31, 1993 2.93 2.03 2.64
Quarter ended:
March 31, 1994 0.81 0.55 0.73

Dividends per common share:
Year ended:
December 31, 1989 0.63 0.41 0.57
December 31, 1990 0.69 0.47 0.62
December 31, 1991 0.76 0.53 0.68
December 31, 1992 0.89 0.60 0.80
December 31, 1993 1.07 0.8075 0.96
Quarter ended:
March 31, 1994 0.31 0.1950 0.28
Annualized for
the Year ended:
December 31, 1994 1.12(1)

Book value per common share
as of March 31, 1994 18.20 15.89 16.39

Market value per common share
as of November 2, 1993 (2) 34.09 (3) 28.00 (4) 30.70

Market value per common share
as of May __, 1994 (5) (3) (4)

<FN>

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

(4) Based on the closing price of LIBERTY Common Stock as reported on the Nasdaq National Market.

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

(6) 1989's income from continuing operations per common share was impacted by a significant increase in Banc One Arizona
(formerly Valley National) Corporation's provision for loan losses.
</TABLE>
19

<PAGE> 28
<TABLE>
<CAPTION>
(iii) Per Share of LIBERTY
Common Stock assuming an
exchange rate of one share of
LIBERTY Common Stock for
.9262 shares of BANC ONE
(i) (ii) common stock
---------- ---------- ------------------------
BANC BANC
ONE LIBERTY ONE
---------- ---------- ------------------------
<S> <C> <C> <C> <C>
Income from continuing
operations per common share:
Year ended:
December 31, 1989 $ 0.97 (6) $ 1.54 $ 0.90
December 31, 1990 1.56 1.42 1.44
December 31, 1991 1.82 1.60 1.69
December 31, 1992 2.29 1.83 2.12
December 31, 1993 2.93 2.03 2.71
Quarter ended:
March 31, 1994 0.81 0.55 0.75

Dividends per common share:
Year ended:
December 31, 1989 0.63 0.41 0.58
December 31, 1990 0.69 0.47 0.64
December 31, 1991 0.76 0.53 0.70
December 31, 1992 0.89 0.60 0.82
December 31, 1993 1.07 0.8075 0.99
Quarter ended:
March 31, 1994 0.31 0.1950 0.29

Annualized for the year
ended:
December 31, 1994
Book value per common share 1.15 (1)
as of March 31, 1994 18.20 15.89 16.86

Market value per common share
as of November 2, 1993 (2) 34.09 (3) 28.00 (4) 31.57

Market value per common share
as of May __, 1994 (5) (3) (4)

<FN>
(1) The annualized dividend for the year ended December 31, 1994 is based upon the annualization of BANC ONE's dividend for the
quarter ended March 31, 1994, multiplied by the assumed exchange rate. The annualized dividend assumes no change in the BANC ONE
dividend rate for the quarter ended March 31, 1994.

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

(4) Based on the closing price of LIBERTY Common Stock as reported on the Nasdaq National Market.

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

(6) 1989's income from continuing operations per common share was impacted by a significant increase
in Banc One Arizona (formerly Valley National) Corporation's provision for loan losses.

</TABLE>
20

<PAGE> 29
<TABLE>
<CAPTION>
(iii) Per Share of LIBERTY
Common Stock assuming an
exchange rate of one share of
LIBERTY Common Stock for
1.0057 shares of BANC ONE
(i) (ii) common stock
---------- ---------- ------------------------
BANC BANC
ONE LIBERTY ONE
---------- ---------- ------------------------
<S> <C> <C> <C> <C>
Income from continuing
operations per common share:
Year ended:
December 31, 1989 $ 0.97 (6) $ 1.54 $ 0.98
December 31, 1990 1.56 1.42 1.57
December 31, 1991 1.82 1.60 1.83
December 31, 1992 2.29 1.83 2.30
December 31, 1993 2.93 2.03 2.95
Quarter ended:
March 31, 1994 0.81 0.55 0.81

Dividends per common share:
Year ended:
December 31, 1989 0.63 0.41 0.63
December 31, 1990 0.69 0.47 0.69
December 31, 1991 0.76 0.53 0.76
December 31, 1992 0.89 0.60 0.90
December 31, 1993 1.07 0.8075 1.08
Quarter ended:
March 31, 1994 0.31 0.1950 0.31
Annualized for the year
ended:
December 31, 1994 1.25 (1)

Book value per common share
as of March 31, 1994 18.20 15.89 18.30

Market value per common share
as of November 2, 1993 (2) 34.09 (3) 28.00 (4) 34.28

Market value per common share
as of May __, 1994 (5) (3) (4)

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

(4) Based on the closing price of LIBERTY Common Stock as reported on the Nasdaq National Market.

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

(6) 1989's income from continuing operations per common share was impacted by a significant increase in Banc One Arizona
(formerly Valley National) Corporation's provision for loan losses.

</TABLE>
21

<PAGE> 30
THE SPECIAL MEETING

This Prospectus and Proxy Statement is being furnished to the shareholders of
LIBERTY in connection with the solicitation of proxy cards by the LIBERTY Board
for use at the Special Meeting. The Special Meeting will be held on o, 1994,
at o [a.m.][p.m.], local time at the Commonwealth Convention Center, 221 Fourth
Avenue, Rooms 105 and 106, Louisville, Kentucky.

Purpose of the Special Meeting

The purpose of the Special Meeting will be to consider and vote on a proposal
to approve and adopt the Merger Proposal.

Record Date and Voting Rights

The LIBERTY Board of Directors (the "LIBERTY Board") has fixed the close of
business on o, 1994, as the record date (the "Record Date") for determination
of shareholders entitled to notice of and to vote at the Special Meeting. As
of the Record Date, LIBERTY had outstanding and entitled to vote o shares of
LIBERTY Common Stock.

Each holder of LIBERTY Common Stock is entitled to one vote per share
on all matters coming before the Special Meeting. The Merger Proposal must be
approved by the affirmative vote of the holders of a majority of the shares of
LIBERTY Common Stock outstanding at the close of business on the Record Date.

Votes, whether in person or by proxy, will be counted and tabulated by
inspectors appointed by LIBERTY. Abstentions and broker non-votes will not be
counted as votes either "for" or "against" any matters coming before the
Special Meeting. In accordance with Kentucky law and LIBERTY's Articles and
Bylaws, such abstentions and nonvotes have the effect of a "no" vote since
Kentucky law requires the Merger Proposal to be authorized and approved by the
affirmative vote of the holders of a majority of the shares of LIBERTY Common
Stock outstanding and entitled to vote, without regard to the number of those
shares actually voting.

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<PAGE> 31
Proxy Cards and Proxies

Proxy cards for use at the Special Meeting accompany this Prospectus and Proxy
Statement. A shareholder may use a proxy card whether or not he or she intends
to attend the Special Meeting in person. A shareholder may revoke his or her
proxy card at any time before the taking of a vote by delivering written notice
of revocation to the Secretary of LIBERTY, by submitting a later dated proxy
card or by attending and voting in person at the Special Meeting. All shares
subject to a validly submitted proxy card that has not been revoked will be
voted in the manner specified on the proxy card. IF NO SPECIFICATION IS MADE
ON A SIGNED PROXY CARD, THE SHARES REPRESENTED THEREBY WILL BE VOTED IN FAVOR
OF APPROVAL OF THE MERGER PROPOSAL. The LIBERTY Board is not aware of any
other matters which may be presented for action at the Special Meeting, but if
other matters do properly come before the meeting it is intended that the
shares represented by the accompanying proxy card will be voted by the persons
named therein as proxies in accordance with their best judgment.

Solicitation of proxy cards will be made in person, by mail, or by telephone or
telegraph by present and former directors, officers and employees of LIBERTY
for which no additional compensation will be paid. In addition, LIBERTY has
retained D.F. King & Co., Inc. ("King") to assist LIBERTY in soliciting proxy
cards in connection with the Merger. LIBERTY has agreed to pay King $6,500 for
such solicitation services, as well as to reimburse King for its reasonable
costs and disbursements incurred in connection with distributing proxy
materials. LIBERTY will bear the cost of solicitation of proxy cards from its
shareholders and may reimburse brokers and others for their expenses in
forwarding solicitation material to beneficial owners of its voting stock.

MERGER

The descriptions in this Prospectus and Proxy Statement of the terms of the
Merger and the Option are summaries only and are qualified in their entirety by
reference to the Merger Agreement, the Proposed Amendment and the Option
Agreement which are attached as exhibits to the Registration Statement of which
this Prospectus and Proxy Statement is a part and are incorporated herein by
reference.

General

The Merger Agreement provides for the Merger of Acquisition Corp. with and into
LIBERTY. As a result of the Merger, LIBERTY will become a wholly owned
subsidiary of BANC ONE. At the time the Merger becomes effective (the
"Effective Time"), each of the issued and outstanding shares of LIBERTY Common
Stock will be converted into shares of BANC ONE Common Stock at the Exchange
Rate (as

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<PAGE> 32
hereinafter defined). See "MERGER--Exchange Rate."

The affirmative vote of the holders of a majority of the outstanding shares of
LIBERTY Common Stock entitled to vote at the Special Meeting is required to
approve the Merger Proposal. 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 number of shares of BANC ONE
Common Stock which could be issued by BANC ONE as a result of the Merger are to
be or could be settled in cash as a result of fractional share interests and
action taken by LIBERTY shareholders required as of the Effective Time to
assert their rights as dissenting shareholders pursuant to the provisions of
applicable law.

Subject to such shareholder 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 completion of
the filing with the Secretary of State of the Commonwealth of Kentucky of
appropriate articles of merger with respect thereto as provided in applicable
provisions of the Kentucky Revised Statutes. All requisite regulatory approvals
have been received.

The Board of Directors of LIBERTY has unanimously approved the Merger Agreement
and the Proposed Amendment. The Boards of Directors of BANC ONE and Acquisition
Corp. have unanimously approved the Merger Agreement and BANC ONE, as the sole
shareholder of Acquisition Corp., has approved the Merger Agreement but has
not approved the Proposed Amendment. Approval of the Merger Agreement by the
shareholders of BANC ONE is not required for consummation of the Merger.

Exchange Rate

The Merger Agreement provides that at the Effective Time, each of the issued
and outstanding shares of LIBERTY Common Stock will be converted into shares of
BANC ONE Common Stock at the Exchange Rate, which (except in certain
circumstances) will be not less than .8750 or more than .9262 share of BANC ONE
Common Stock for each share of LIBERTY Common Stock. Assuming that a maximum
of 26,662,613 shares of LIBERTY Common Stock will be outstanding, an aggregate
of as many as 24,694,912 shares or as few as 23,329,786 shares of BANC ONE
Common Stock will be issued as a result of the Merger, subject to BANC ONE's
option to issue additional shares of BANC ONE Common Stock if the Average BANC
ONE Closing Price is less than $34.55 but equal to or more than $31.82, as
described below, or in accordance with the Proposed Amendment. See also
"Merger--Alternate Plan of Merger." The Exchange Rate will be calculated
following the Valuation Period. The maximum and minimum Exchange Rates and the
number of shares of BANC ONE Common Stock in this and the following paragraphs
have been adjusted to reflect the 10% stock dividend paid on March 4, 1994 and
are subject to further

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<PAGE> 33
adjustment in certain circumstances.

The Exchange Rate will be equal to the quotient of the Average BANC ONE Closing
Price during the Valuation Period divided into $35, subject to the provisions
of the next paragraph.

If the Average BANC ONE Closing Price during the Valuation Period is $37.79 or
less, the Exchange Rate will be .9262; if the Average BANC ONE Closing Price is
$40.00 or more, the Exchange Rate will be .8750; if the Average BANC ONE
Closing Price is more than $37.79 and less than $40.00, then the Exchange Rate
will be the quotient obtained by dividing $35 by the Average BANC ONE Closing
Price.

The following chart illustrates, by example, the number of shares of BANC ONE
Common Stock into which each share of LIBERTY Common Stock would be exchanged,
at several assumed Average BANC ONE Closing Prices for the Valuation Period
(and based on the fact that the Merger Agreement in effect provides that for
purposes of calculating the Exchange Rate the average closing trade price
cannot be less than $37.79 nor more than $40.00):

<TABLE>
<CAPTION>
Then Each Share of
LIBERTY Common Stock
If the Average Will Be Converted into this Number
Closing Price Is of Shares of BANC ONE Common Stock*
- ------- ----- -- -- ------ -- ---- --- ------ -----
<S> <C>
$34.55 but not more.......... .9262 (maximum Exchange Rate)
than $37.79
$38.23....................... .9155
$38.67....................... .9051
$39.12....................... .8947
$39.56....................... .8847
$40.00 or more............... .8750 (minimum Exchange Rate)
<FN>
- ---------------
* Subject to further adjustment in certain circumstances.
</TABLE>

In the above illustrations, if the Average BANC ONE Closing Price were $38.67,
a holder of 100 shares of LIBERTY Common Stock would receive 90 shares of BANC
ONE Common Stock (100 x .9051 less fractional shares) and an amount of cash for
such holder's fractional share interest in BANC ONE Common Stock. See "MERGER
- - Fractional Shares."

If the Average BANC ONE Closing Price is less than $34.55, LIBERTY can elect to
terminate the Merger Agreement. However, if the Average BANC ONE Closing Price
is less than $34.55 but equal to or more than $31.82, BANC ONE would have the
option to increase the Exchange Rate to a number of shares of BANC ONE Common
Stock that would provide $32.00 in value per share of LIBERTY Common Stock and
thereby nullify the termination election by LIBERTY. If the Average BANC ONE
Closing Price is less than $31.82, Liberty may

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<PAGE> 34
terminate the Merger Agreement upon Liberty's delivery of termination notice to
BANC ONE. See "Merger -- Conditions to the Merger; Termination" and
"--Alternate Plan of Merger."

Neither the above illustrations nor the several assumed Average BANC ONE
Closing Prices are intended to reflect what any shareholder of LIBERTY Common
Stock necessarily will receive or what the Average BANC ONE Closing Price will
be when finally determined in accordance with the Merger Agreement.

Operations After the Merger

Upon the consummation of the Merger, Acquisition Corp. will be merged with and
into LIBERTY and the separate corporate existence of Acquisition Corp. will
cease. LIBERTY, as the surviving corporation in the Merger, will become a
wholly owned subsidiary of BANC ONE, will continue operations under the name
Banc One Kentucky Corporation and will operate with LIBERTY's current officers
and employees, with its principal place of business in Louisville, Kentucky.
LIBERTY's current directors will serve as the directors of the surviving
corporation following the Merger until the next annual meeting of directors at
which their respective successors are elected and qualified. Pursuant to the
terms of the Merger Agreement, BANC ONE has the right to select one or more
persons who currently serve on the board of directors of Bank One Lexington to
serve as additional members of the board of directors of the surviving
corporation. The structure of LIBERTY's operations will be changed in some
respects. BANC ONE presently intends, immediately following the Effective
Time, to transfer all of the capital stock of Bank One Lexington, a wholly
owned subsidiary of BANC ONE through which a substantial portion of BANC ONE's
Kentucky banking operations are conducted, to the surviving corporation and
Bank One Lexington will thereupon become a wholly owned subsidiary of Banc One
Kentucky Corporation. Following the Merger it is expected that Bank One
Lexington will purchase the assets and assume the associated liabilities of
Liberty National Bank and Trust Company of Kentucky in the greater Lexington,
Kentucky area. Upon obtaining approval from the Office of the Comptroller of
the Currency ("OCC") in April 1994, LIBERTY converted its federal savings bank
subsidiary into a national bank and merged the converted bank with another
commercial bank subsidiary, thereby satisfying a condition of the Merger
Agreement.

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<PAGE> 35
"paper and computer related" matters such as assistance in accounting,
auditing, loan review, certain legal matters, investment portfolio management,
regulatory compliance, data processing and other matters which are generally
best performed by specialists on a centralized basis.

Background of Transaction

Since the passage of legislation during the last ten years permitting bank
holding companies to operate in more than one state, both the Kentucky banking
market and the United States banking industry as a whole have undergone
accelerating consolidation, a trend LIBERTY's management expects to continue.
In recent years, executive officers and directors of LIBERTY have been
contacted from time to time by directors and officers of larger regional
financial institutions who informally expressed interest in a possible
affiliation with LIBERTY. In the summer of 1992, senior executive officers of
LIBERTY concluded that LIBERTY needed to develop a strategic plan to consider
possible options for enhancing long-term shareholder value in the current
banking environment. After discussions, it was determined that senior
executive officers and the Examining Committee of LIBERTY's Board of Directors
would conduct a strategic planning process with the assistance of a financial
advisor.

Beginning in September 1992, Malcolm B. Chancey, Jr., then LIBERTY's President,
met several times with other executive officers of LIBERTY and representatives
of Goldman Sachs to discuss possible strategies for consideration by LIBERTY's
Examining Committee. The discussion focused on the need to analyze the
feasibility of three options for LIBERTY: (i) continuing LIBERTY's present
course of remaining independent while generating capital internally and adding
assets through small acquisitions; (ii) an "aggressive growth" option entailing
larger acquisitions of holding companies in the Ohio Valley region within
approximately one to two years; and (iii) a merger with a financial institution
of comparable size to, or larger than LIBERTY. The Examining Committee held
its first meeting in connection with the strategic planning process in January
1993.

Late in 1992, Joseph W. Phelps, then LIBERTY's Chairman of the Board, and Mr.
Chancey accepted an invitation to meet on December 2, 1992 with John B. McCoy,
BANC ONE's Chairman, John G. McCoy, former Vice Chairman and President and a
director of BANC ONE, and William S. Boardman, BANC ONE's Senior Executive Vice
President. The BANC ONE representatives expressed their general interest in a
possible affiliation with LIBERTY. In turn, Messrs. Phelps and Chancey
explained LIBERTY's intention to conduct a strategic planning process with the
assistance of Goldman Sachs.

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<PAGE> 36
On March 16, 1993, LIBERTY's Examining Committee met with John B. McCoy of BANC
ONE at Mr. McCoy's request. Mr. McCoy presented a general overview of BANC ONE.
Shortly thereafter, Mr. Chancey and Mr. Phelps accepted an invitation to meet
with Mr. McCoy and Mr. Boardman. Messrs. McCoy and Boardman reaffirmed BANC
ONE's interest in LIBERTY and discussed developments at BANC ONE's Lexington,
Kentucky affiliate bank.

On several occasions between December 1992 and August 1993, Mr. Chancey also
accepted invitations to meet with directors or senior executive officers of
regional bank holding companies other than BANC ONE. On each occasion, the
other parties expressed their institution's general interest in discussing a
possible affiliation with LIBERTY, and Mr. Chancey explained LIBERTY's
involvement in a strategic planning process with the assistance of Goldman
Sachs.

At a meeting of the Examining Committee on May 24, 1993, the Committee, with
the assistance of representatives of Goldman Sachs, discussed the advantages
and disadvantages of the aggressive growth option and LIBERTY's value to
potential acquirors. The discussion focused on the advantages and
disadvantages of a sale generally as well as the advantages and disadvantages
of a sale to specific interested acquirors. After the meeting, there was a
general consensus among LIBERTY's participating officers and directors that the
aggressive growth option and an affiliation with a larger institution appeared
to be LIBERTY's two best alternatives for enhancing shareholder value. They
also recognized the need for a clearer indication of LIBERTY's value to a
potential acquiror before strategic planning could be concluded. Shortly
thereafter, Mr. Chancey authorized Goldman Sachs to contact Mr. Boardman of
BANC ONE regarding BANC ONE's willingness to provide an informal valuation of
LIBERTY. LIBERTY and BANC ONE entered into a confidentiality agreement on July
1, 1993 to enable LIBERTY to provide recent financial information requested by
BANC ONE. Several weeks later, representatives of LIBERTY and BANC ONE met to
discuss the financial information delivered by LIBERTY.

In August 1993, Mr. Chancey arranged meetings with senior executive officers of
bank holding companies in the Ohio Valley region that LIBERTY had identified as
possible candidates for acquisition by LIBERTY in pursuit of an "aggressive
growth" strategy. At these meetings, Mr. Chancey expressed LIBERTY's interest
in exploring one or more affiliation transactions to occur within one to two
years. The officers of the other companies indicated limited interest in an
affiliation transaction with LIBERTY consistent with the "aggressive growth"
option.

In late September 1993, Mr. Boardman of BANC ONE conveyed BANC ONE's response
to LIBERTY's request for an estimate of value of LIBERTY Common Stock. Shortly
thereafter, Mr. Chancey agreed to meet with Messrs. McCoy and Boardman on
October 1, 1993. The

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<PAGE> 37
parties met a second time three days later during Mr. Chancey's visit to
Columbus. At the October 4 meeting, Mr. McCoy and Mr. Boardman expressed BANC
ONE's continuing interest in a transaction to acquire LIBERTY and discussed a
range of values. Mr. Chancey agreed to take the matter under advisement for
further analysis. Mr. Chancey then authorized representatives of Goldman Sachs
to discuss the proposal directly with representatives of BANC ONE, directing
that the proposal should include a minimum as well as a maximum price
limitation and should give LIBERTY the right to terminate the agreement if BANC
ONE stock was trading below a certain minimum price.

On October 16, 1993, Mr. Chancey met Mr. Boardman and reached a working
understanding on several structural issues related to BANC ONE's offer,
including LIBERTY's right to terminate the affiliation agreement if BANC ONE
stock traded at or below a minimum price per share.

On October 26, 1993, LIBERTY's Examining Committee met to analyze and consider
the BANC ONE proposal with the assistance of representatives of Goldman Sachs.
Following a lengthy discussion of the issues raised by the BANC ONE offer, the
Examining Committee unanimously voted to recommend to LIBERTY's Board that the
offer be accepted. A meeting of LIBERTY's entire Board of Directors to
consider the BANC ONE offer was then arranged for Tuesday, November 2, 1993.

From October 27th to the November 2nd Board meeting, LIBERTY's senior executive
officers and legal and financial advisors negotiated the terms of a definitive
merger agreement with officers of BANC ONE. In light of the decline in the
trading price of BANC ONE stock (as adjusted to give effect to the 10% stock
dividend paid on March 4, 1994) from $38.18 per share as of October 1, 1993 to
$34.89 as of November 1, 1993, the parties agreed to increase the maximum
exchange ratio and revise LIBERTY's right to terminate the Merger Agreement,
the so-called "walk away" provision. On November 2, 1993, the closing price of
BANC ONE Common Stock reported on the NYSE was $34.09, less than the $34.55
price below which LIBERTY's Termination Right becomes exercisable.

At its November 2, 1993 meeting, following presentations by its financial and
legal advisors, LIBERTY's Board of Directors approved the Merger Agreement.

LIBERTY's Board of Directors, following presentations by its advisors, approved
on May 11, 1994 the amendment to the Merger Agreement dated as of May 19, 1994,
and approved the Proposed Amendment on May 18, 1994.

The terms of the Merger and the Merger Agreement, including the Exchange Rate,
were the result of arm's-length negotiations between LIBERTY and BANC ONE and
their respective representatives. In the course of reaching its decision to
approve the Merger Agreement,

-29-
<PAGE> 38
the LIBERTY Board consulted with its legal and financial advisors as well as
with management of LIBERTY, and, without assigning any relative or specific
weights, considered numerous factors, including but not limited to the
following:

(1) The financial terms of the Merger. In this regard, the Board
considered: (a) a comparison of LIBERTY to selected peer
institutions, including certain information indicating that
LIBERTY's per share trading price currently reflects a premium in
anticipation of a possible business combination; (b) a
description of the proposed BANC ONE transaction, including
market and trading information regarding the form of
consideration, BANC ONE Common Stock; (c) a pro forma analysis of
the BANC ONE acquisition; (d) a comparison of the financial terms
of recent bank mergers involving over $100 million in
consideration, indicating that the financial terms of the Merger
compared favorably with other recent transactions; and (e) the
fact that the Merger Agreement provides LIBERTY the option to
terminate the Merger Agreement if the Average BANC ONE Closing
Price during the Valuation Period does not provide $32.00 in
value per LIBERTY share.

(2) The effect on shareholder value of LIBERTY's continuing as an
independent entity compared to the effect of the Merger with BANC
ONE. In this regard, the Board considered both LIBERTY's present
course of asset growth generated by internal growth and small
acquisitions as well as an "aggressive growth" strategy involving
larger acquisitions. A "break-even" return analysis presented by
Goldman Sachs indicated that, based on certain assumptions,
LIBERTY would have to achieve annual growth in its earnings per
share significantly higher than its historical rates to provide
the same value to shareholders as the Merger. It was also
considered unlikely that LIBERTY could achieve the same value to
shareholders through an "aggressive growth" strategy without
incurring the risk of dilution to LIBERTY's earnings per share.

(3) Financial information and other information about BANC ONE. In
this regard, the Board evaluated historical financial and
operational information concerning BANC ONE. The Board also
considered the fact that Banc One Kentucky Corporation, the
combined entity resulting from the Merger, would be the largest
banking organization in Kentucky and that LIBERTY's directors and
executives would have a significant presence in operating the
combined entity. The Board also regarded the banking and
business philosophies of BANC ONE and LIBERTY to be compatible.

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<PAGE> 39
(4) The impact generally of the Merger on the customers, communities
and other constituencies served by LIBERTY. In this regard, the
Board of Directors considered that the Merger would enable
LIBERTY to offer its customers a greater variety of banking
products than it could as an independent entity.

(5) The likelihood that the Merger would provide LIBERTY's employees
opportunities not currently available to them.

(6) Industry conditions generally. The Board considered the
probability of nationwide interstate banking, the continued
erosion of traditional geographic and industry lines, and
the likelihood of further consolidation in the banking industry.

(7) The likelihood of the Merger being approved by appropriate
regulatory authorities.

(8) The terms, other than the financial terms, and structure of the
Merger. The Board considered in particular the terms and
conditions of the Merger Agreement and the Option Agreement and
the fact that the Merger would be tax-free to LIBERTY
shareholders.

(9) The opinion of Goldman Sachs as to the fairness of the Exchange
Rate to the holders of the outstanding shares of LIBERTY Common
Stock. See "Opinion of Goldman Sachs."

Based on these matters, and such other matters as members of the Board deemed
relevant, the LIBERTY Board has unanimously approved the Merger Agreement and
the Proposed Amendment as being in the best interest of LIBERTY, its
shareholders, employees and customers, and the communities served by LIBERTY.
See "MERGER - Alternative Plan of Merger."

The LIBERTY Board believes that the affiliation with BANC ONE will result in a
competitively stronger combined entity with increased financial and human
resources and a larger and more geographically diverse banking operation.

The Merger Agreement contains a "walk away" provision that allows LIBERTY to
terminate the Merger Agreement if the Average BANC ONE Closing Price during a
defined Valuation Period is below $34.55, the price at which the Exchange Rate
would provide $32.00 in value per LIBERTY share. If the Average BANC ONE
Closing Price is less than $34.55 but equal to or more than $31.82, BANC ONE
would have the option to increase the Exchange Rate to provide $32.00 in value
per LIBERTY share and thereby nullify the termination election by LIBERTY. If
the Average BANC ONE Closing Price is less than $31.82, the Merger Agreement
provides that it will terminate upon

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<PAGE> 40
LIBERTY's delivery of the termination notice to BANC ONE. The Average BANC ONE
Closing Price for the fifteen consecutive trading days ending on _________,
1994 [date before date of Prospectus and Proxy Statement] was $_____.

The Merger Proposal also would authorize LIBERTY to enter into the Proposed
Amendment and to consummate the Merger in accordance with an alternate Plan of
Merger, which, if the Average BANC ONE Closing Price during the Valuation
Period is less than $31.82, would entitle LIBERTY, at the time it delivers the
LIBERTY Termination Notice, to elect to (i) terminate the Merger Agreement, or
(ii) give BANC ONE the option either to (a) increase the Exchange Rate to
provide at least $32.00 in value per LIBERTY share, based on the Average BANC
ONE Closing Price during the Valuation Period, or (b) accept LIBERTY's
termination of the Merger Agreement. The Proposed Amendment must also be
approved by BANC ONE and its wholly owned subsidiary, Acquisition Corporation.
BANC ONE thus far has not indicated an interest in the Proposed Amendment, and
there can be no assurance that BANC ONE would agree to the Proposed Amendment
or to increase the Exchange Rate if the Average BANC ONE Closing Price during
the Valuation Period is less than $31.82. See "MERGER--Alternate Plan of
Merger."

The LIBERTY Board's current intention is that if the Average BANC ONE Closing
Price is less than $34.55 per share (which is the Average BANC ONE Closing
Price below which the Exchange Rate would not provide LIBERTY shareholders at
least $32.00 in value per share of LIBERTY Common Stock), LIBERTY will deliver
the LIBERTY Termination Notice. The LIBERTY Board does not presently know of
any circumstances in which it would change its current intention. The opinion
of Goldman Sachs specifically assumes that the Exchange Rate provides at least
$32.00 in value for each LIBERTY share. The opinion of Goldman Sachs is a
significant supporting factor in the LIBERTY Board's recommendation in favor of
the Merger.

LIBERTY does not know whether or under what circumstances following delivery of
the LIBERTY Termination Notice BANC ONE would elect to increase the Exchange
Rate to provide at least $32.00 per LIBERTY share. BANC ONE's policy has been
not to determine before value determination periods whether or under what
circumstances BANC ONE would elect to increase the consideration to be paid by
BANC ONE in an affiliation transaction. In 1993 BANC ONE entered into separate
merger agreements with FirsTier Financial, Inc. ("FirsTier"), a multi-bank
holding company headquartered in Omaha, Nebraska, and Mid States Bancshares,
Inc. ("Mid States") a bank holding company headquartered in Moline, Illinois.
Each of the agreements contained a walk away provision that permitted the board
of directors of the company being acquired to terminate the agreement if the
average BANC ONE closing price during a specified valuation period was below a
certain minimum price.

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<PAGE> 41

FirsTier, with $3.0 billion in total assets as of September 30, 1993, would
have been BANC ONE's first affiliate in the Nebraska banking markets. On
February 14, 1994, the merger agreement between FirsTier and BANC ONE was
terminated. The walk away provision of that agreement allowed FirsTier to
terminate the agreement if the average price of BANC ONE Common Stock during a
valuation period was below $41.60. In its 1993 Annual Report, BANC ONE stated:

This agreement was reached in April 1993 when the bank stocks were at
all time highs. Since that time, the industry, including BANC ONE, has
experienced a reduction of share values. We would have had to increase
the exchange ratio of our shares to reach the dollar value anticipated
by FirsTier. However, we have a policy of protecting current BANC ONE
shareholders by not accepting dilution in an affiliation transaction.
This policy prevented us from increasing the exchange ratio and the
agreement was therefore terminated.

The proposed merger with Mid States, with $192 million in total assets as of
December 31, 1993, will increase BANC ONE's presence in Illinois, where six
BANC ONE affiliate banks together had $3.9 billion in total assets as of
December 31, 1993. Under BANC ONE's agreement with Mid States, Mid States had
the right to terminate the merger agreement under the walk away provision if
the average BANC ONE closing price during a valuation period was below $37.82.
On January 26, 1994, the board of directors of Mid States canceled a special
meeting of Mid States shareholders called to consider BANC ONE's acquisition of
Mid States when the average BANC ONE trading price during the valuation period,
which occurred in mid-January 1994, was $33.43. On March 28, 1994, the merger
agreement was amended to increase the number of BANC ONE shares to be received
for each Mid States share from 2.7225 shares to 2.917 shares, a 7.1% increase.
In a registration statement filed with the Commission, the Mid States board of
directors stated it would submit the amended merger agreement for approval by
Mid States shareholders at a special meeting to be scheduled.

As of March 31, 1994, the directors and executive officers of LIBERTY, together
with their affiliates and associates, as a group, were entitled to vote
approximately 2,158,453 shares of LIBERTY Common Stock representing
approximately 8.4% of the shares outstanding. These persons will be entitled
to receive the same consideration for their shares as any other LIBERTY
shareholder upon approval of the Merger Proposal. LIBERTY believes that all of
the directors' and executive officers' shares will be voted in favor of the
Merger. After the Merger, LIBERTY's directors and executive officers, as a
group, will own less than 1% of the shares of BANC ONE Common Stock
outstanding.

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<PAGE> 42
THE LIBERTY BOARD UNANIMOUSLY RECOMMENDS THAT THE MERGER PROPOSAL BE APPROVED
BY THE SHAREHOLDERS OF LIBERTY. The LIBERTY Board makes this unanimous
recommendation notwithstanding that LIBERTY currently intends to deliver a
LIBERTY Termination Notice if the Average BANC ONE Closing Price during the
Valuation Period provides less than $32.00 in value per share of LIBERTY Common
Stock. See "MERGER--Alternate Plan of Merger."

BANC ONE believes that the affiliation of LIBERTY with BANC ONE will provide
BANC ONE with a meaningful presence in Kentucky and an expansion of BANC ONE's
customer base and assets. The affiliation with LIBERTY will result in a
combined entity with increased financial resources and greater financial
strength than either BANC ONE or LIBERTY separately.

Opinion of Financial Advisor [pending update by Goldman Sachs]

Goldman Sachs has delivered written fairness opinions to the LIBERTY Board
that, as of November 2, 1993 and o, 1994, the Exchange Rate was fair to the
holders of the outstanding shares of Common Stock of LIBERTY. The full text of
the fairness opinion of Goldman Sachs dated o, 1994, which sets forth
assumptions made, matters considered and limits on the review undertaken, is
attached hereto as Exhibit A to this Prospectus and Proxy Statement. LIBERTY
shareholders are urged to read this fairness opinion in its entirety. Goldman
Sachs' fairness opinion is directed only to the Exchange Rate and does not
constitute a recommendation to any LIBERTY shareholder as to how such
shareholder should vote at the Special Meeting. At LIBERTY's instruction,
Goldman Sachs has assumed for purposes of its opinion dated o, 1994 that the
Exchange Rate, as it may be adjusted pursuant to the Merger Proposal, when
multiplied by the Average BANC ONE Closing Price will equal at least $32.00 per
share of LIBERTY Common Stock. Except for revisions to reflect the assumption
described in the preceding sentence and the completion of due diligence as
provided for in Section 10 of the Merger Agreement, the November 2, 1993
fairness opinion was substantially identical to the fairness opinion attached
hereto.

In connection with its fairness opinion dated o, 1994, Goldman Sachs reviewed,
among other things, (i) the Merger Agreement, (ii) the Annual Reports to
Shareholders and Annual Reports on Form 10-K of LIBERTY and BANC ONE for the
five years ended December 1993, (iii) certain interim reports to
shareholders and Quarterly Reports on Form 10-Q of LIBERTY and BANC ONE, (iv)
certain other communications from LIBERTY and BANC ONE to their respective
shareholders, and (v) certain internal financial analyses and forecasts for
LIBERTY and BANC ONE prepared by their respective managements. Goldman Sachs
also held discussions with members of the senior management of LIBERTY and BANC
ONE regarding the past and current business operations, regulatory
relationships,

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financial condition and future prospects of their respective companies.
Goldman Sachs also reviewed with members of the senior management of LIBERTY
the results of LIBERTY's due diligence examination of BANC ONE. Goldman Sachs
also held discussions with the independent auditors of each of LIBERTY and BANC
ONE regarding the financial and accounting affairs of LIBERTY and BANC ONE. In
addition, Goldman Sachs reviewed the reported price and trading activity for
LIBERTY Common Stock and BANC ONE Common Stock, compared certain financial and
stock market information for LIBERTY and BANC ONE with similar information for
certain other companies the securities of which are publicly traded, reviewed
the financial terms of certain recent business combinations in the banking
industry specifically and in other industries generally and performed such
other studies and analyses as Goldman Sachs considered appropriate.

Goldman Sachs relied, without independent verification, upon the accuracy and
completeness of all of the financial and other information reviewed by them for
purposes of its fairness opinion. Goldman Sachs is not expert in the
evaluation of loan portfolios for purposes of assessing the adequacy of the
allowances for losses with respect thereto and assumed, with the consent of
LIBERTY, that such allowances for each of LIBERTY and BANC ONE are in the
aggregate adequate to cover all such losses. In addition, Goldman Sachs did
not review individual credit files nor did it make an independent evaluation or
appraisal of the assets and liabilities of LIBERTY or BANC ONE or any of their
respective subsidiaries and Goldman Sachs has not been furnished with any such
evaluation or appraisal. Goldman Sachs assumed, with the consent of LIBERTY,
for the purposes of its fairness opinion, that the Merger will be accounted for
as a pooling-of-interests under generally accepted accounting principles.

The following is a summary of certain of the analyses used by Goldman Sachs in
connection with the fairness opinion delivered to the LIBERTY Board on November
2, 1993. References to the BANC ONE stock prices and the Exchange Rate have
been adjusted to take into account the 10% stock dividend paid on March 4,
1994 by BANC ONE:

(a) STOCK TRADING HISTORY. Goldman Sachs examined the history
of the trading prices and volume for the LIBERTY Common Stock and the
relationship between movements of such common stock and movements in (i)
the S&P Index of 56 Financial Companies, (ii) the S&P 500, and (iii) a
composite index of certain banks situated in Kentucky (the "Kentucky
Regional Composite Index"). The Kentucky Regional Composite Index is
composed of the following banks: Farmers Capital Bank Corporation,
Mid-America Bancorp, Peoples First Corporation, Pikeville National
Corporation and Trans Financial Bancorp, Inc. In addition, Goldman
Sachs examined the history of the trading prices for the BANC ONE Common
Stock and the relationship between movements of such common stock and

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movements in the S&P 500 and a composite index of certain regional banks
(the "Regional Bank Composite Index"). The Regional Bank Composite
Index is composed of the following banks: Barnett Banks, Inc., Boatmen's
Bancshares, Inc., CoreStates Financial Corp., Fifth Third Bancorp, First
Bank System, Inc., First Fidelity Bancorporation, First Interstate
Bancorp, First Union Corporation, Fleet Financial Group, Inc., KeyCorp,
Mellon Bank Corporation, National City Corporation, NationsBank
Corporation, NBD Bancorp, Inc., Norwest Corporation, PNC Bank Corp.,
Republic New York Corporation, Shawmut National Corporation, Sun Trust
Banks, Inc., The Bank of New York Corporation, U.S. Bancorp, Wachovia
Corporation and Wells Fargo & Company.

(b) COMPARISON WITH SELECTED COMPANIES. Goldman Sachs
compared selected historical stock market, capitalization and dividend
data, asset quality and reserve coverage statistics and financial ratios
for LIBERTY with corresponding data, statistics and ratios for certain
peer financial institutions of LIBERTY (Commerce Bancshares, Inc.,
Deposit Guaranty Corp., First Citizens Bancshares, Inc., Fourth
Financial Corporation, Magna Group, Inc., Southern National Corporation,
Trustmark Corporation and United Missouri Bancshares, Inc.) (together,
the "LIBERTY Peer Companies"). This analysis showed, among other
things, that the price earnings ratio using estimated 1993 earnings
(based on Institutional Broker Estimate System ("IBES") median estimates
as of October 21, 1993) for the LIBERTY Peer Companies ranged from a low
of 8.0 to a high of 13.1 with a mean of 10.8 and a median of 10.9, as
compared to a ratio for LIBERTY of 13.3. IBES is a data service which
monitors and publishes a compilation of earnings estimates produced by
selected research analysts on companies of interest to investors. The
price earnings ratio using estimated 1994 earnings (based on IBES median
estimates as of October 21, 1993) for the LIBERTY Peer Companies ranged
from a low of 8.9 to a high of 13.1 with a mean of 10.2 and a median of
10.1, as compared to a ratio for LIBERTY of 12.4. The market price to
tangible book value multiple for the LIBERTY Peer Companies ranged from
a low of 1.3 to a high of 2.0, with a mean of 1.6 and a median of 1.5,
as compared to a multiple for LIBERTY of 1.9. For purposes of this
comparison, market prices of LIBERTY and the LIBERTY Peer Companies were
as of October 29, 1993.

In addition, Goldman Sachs compared selected historical stock
market, capitalization and dividend data, asset quality and reserve
coverage statistics and financial ratios for BANC ONE with corresponding
data, statistics and ratios for certain peer financial institutions of
BANC ONE (BankAmerica Corporation, Boatmen's Bancshares, Inc., Comerica
Incorporated, CoreStates Financial Corp., Fifth Third Bancorp, First
Union Corporation, Huntington Bancshares Incorporated, KeyCorp,

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Mellon Bank Corporation, NationsBank Corporation, NBD Bancorp, Inc.,
Norwest Corporation and SunTrust Banks, Inc.) (together the "BANC ONE
Peer Companies"). This analysis showed, among other things, that the
price earnings ratio using estimated 1993 earnings (based on IBES median
estimates as of October 21, 1993) for the BANC ONE Peer Companies ranged
from a low of 8.6 to a high of 16.4 with a mean of 10.6 and a median of
10.1, as compared to a ratio for BANC ONE of 11.7. The price earnings
ratio using estimated 1994 earnings (based on IBES median estimates as
of October 21, 1993) for the BANC ONE Peer Companies ranged from a low
of 7.6 to a high of 14.2 with a mean of 9.4 and a median of 9.0, as
compared to a ratio for BANC ONE of 10.4. The market price to tangible
book value multiple for the BANC ONE Peer Companies ranged from a low of
1.6 to a high of 3.1, with a mean of 2.1 and a median of 2.0, as
compared to a multiple for BANC ONE of 2.2. For purposes of this
comparison, market prices of BANC ONE and the BANC ONE Peer Companies
were as of OCTOBER 29, 1993.

(c) ANALYSIS OF SELECTED MERGER TRANSACTIONS. Goldman Sachs
reviewed a group of 21 bank transactions involving acquisitions over
$100 million (based on the value as of the announcement date of such
acquisitions) publicly announced since January 1, 1993. Goldman Sachs
calculated the multiple of tangible book value implied by the
consideration to be received by shareholders of the acquired company in
each such transaction. The median multiples of tangible book value for
these transactions was 2.3. Goldman Sachs also calculated the
percentage premiums of the offer value over market value of the acquired
company in each such transaction. The median premium for these
transactions was 28%. In addition, Goldman Sachs calculated the
multiple of earnings for the last twelve months in each such
transaction. The median multiple of earnings for the last twelve months
for these transactions was 15.9. Assuming an acquisition price of
$32.32 per share of LIBERTY Common Stock (based on a BANC ONE Average
Price (as defined in the Merger Agreement) of $34.90), Goldman Sachs
calculated: (i) the multiple of tangible book value implied by such
acquisition price to be 2.4, (ii) the premium implied by such
acquisition price to be 24%, and (iii) the multiple of earnings for the
last twelve months implied by such acquisition price to be 16.7.

(d) PRO FORMA MERGER ANALYSIS. Goldman Sachs analyzed certain
pro forma effects resulting from the Merger Proposal taking into
account the following assumptions: (i) projected annual cost savings of
$23 million, phased-in 50.0% in 1994 and 100% in 1995, (ii) a tax rate
of 35.0%, and (iii) an Exchange Rate of 0.9262 (which takes into
account the 10% stock dividend paid by BANC ONE on March 4, 1994 for
shareholders of record on February 16, 1994). This analysis, based upon
certain assumptions, showed

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some dilution in earnings per share ("EPS") for the shareholders of BANC
ONE and an increase in EPS for LIBERTY in both years.

(e) DISCOUNTED CASH FLOW ANALYSIS. Using the 1993 earnings
estimate prepared by LIBERTY's management and assuming a 10% annual
growth in EPS throughout the five-year period and a dividend payout
ratio of 33%, Goldman Sachs calculated the present value of the future
cash flows of owning a share of stock in LIBERTY. Goldman Sachs
calculated the present value of the LIBERTY Common Stock after the
five-year period using a range of price to earnings multiples (ranging
from 10x to 18x) and discounted them to present value using different
discount rates (10.0%, 12.5% and 15.0%) chosen to reflect different
assumptions regarding the required rates of return of holders or
prospective buyers of the LIBERTY Common Stock. On the basis of such
varying assumptions, Goldman Sachs estimated that the discounted cash
flow value of LIBERTY on a stand-alone basis ranged from $17.79 to
$36.98 per share. This analysis was based upon managements' projections
of earnings and expected dividends. Managements' projections are based
upon many factors and assumptions, many of which are beyond the control
of LIBERTY.

(f) BREAKEVEN RETURN ANALYSIS. Goldman Sachs computed a
breakeven return analysis using different discount rates (10.0%, 12.5%
and 15.0%), chosen to reflect different assumptions regarding the
required rates of return of holders or prospective buyers of the LIBERTY
Common Stock, to ascertain the annual growth rate in earnings that would
be needed in order to yield the same current value to its shareholders
assuming an acquisition price of $32.32, $33.50 or $35.00 per share.
These analyses, based on various assumptions, estimated that the
necessary earnings growth to achieve: (i) $32.32 in value for a share of
LIBERTY Common Stock by the year ended 1997 is 15.6%, 19.1% and 22.7%
applying discount rates of 10.0%, 12.5% and 15.0%, respectively; (ii)
$33.50 (based on a BANC ONE Average Price of $36.17) in value for a
share of LIBERTY Common Stock by the year ended 1997 is 17.0%, 20.6% and
24.2% applying discount rates of 10.0%, 12.5% and 15.0%, respectively;
and (iii) $35.00 (based on a BANC ONE Average Price of $38.18) in value
for a share of LIBERTY Common Stock by the year ended 1997 is 18.8%,
22.4% and 26.0% applying discount rates of 10.0%, 12.5% and 15.0%,
respectively.

The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. Selecting
portions of the analyses or of the summary set forth above, without considering
the analysis as a whole, could create an incomplete view of the processes
underlying Goldman Sachs' opinion. In arriving at its fairness determination,
Goldman

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Sachs considered the results of all such analyses. No company or transaction
used as a comparison in the analyses is identical to LIBERTY or BANC ONE or the
contemplated transaction. The analyses were prepared solely for purposes of
Goldman Sachs' providing its opinion to the Board of Directors of LIBERTY as to
the fairness of the Exchange Rate to be received by the holders of the
outstanding shares of LIBERTY Common Stock pursuant to the
Merger Proposal and do not purport to be appraisals or necessarily reflect the
prices at which businesses or securities actually may be sold. Goldman Sachs
used in its analysis various projections of future performance prepared by the
management of LIBERTY and BANC ONE. Analyses based upon forecasts of future
results are not necessarily indicative of actual future results, which may be
significantly more or less favorable than suggested by such analyses. As
described above, Goldman Sachs' opinion and presentation to the LIBERTY Board
of Directors was one of many factors taken into consideration by the LIBERTY
Board of Directors in making its determination to approve the Merger Proposal.
The foregoing summary does not purport to be a complete description of the
analyses performed by Goldman Sachs and is qualified by reference to the
written opinion of Goldman Sachs set for in Exhibit A hereto, which
shareholders are urged to read in its entirety.

Goldman Sachs, as part of its investment banking business, is continually
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for estate, corporate, and other purposes. Goldman Sachs is
familiar with LIBERTY having acted as its financial advisor in connection with,
and having participated in certain of the negotiations leading to, the Merger
Agreement. LIBERTY selected Goldman Sachs as its financial advisors on the
basis of such firm's experience and expertise in transactions similar to the
Merger. Goldman Sachs is also familiar with BANC ONE having acted as its
financial advisor in connection with, and having participated in, its common
stock offerings in 1990 and 1991 and its Series C convertible preferred
offering in 1991, and may provide investment banking services to BANC ONE in
the future. Goldman Sachs is a full service securities firm and, in the course
of its normal trading activities, it may from time to time effect transactions
and hold positions in securities of LIBERTY and BANC ONE.

Pursuant to a letter agreement dated July 6, 1993 (the "July Letter"), LIBERTY
engaged Goldman Sachs to (i) act as its exclusive financial advisors to assist
LIBERTY in responding to any acquisition proposals it may receive, and (ii)
advise and assist LIBERTY in considering the advisability and the desirability
of any such proposals or strategic alternatives that may be available to
LIBERTY. LIBERTY paid Goldman Sachs $50,000 for its services

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pursuant to the terms of the July Letter. Pursuant to the terms of a letter
agreement dated November 2, 1993 (the "November Letter"), Goldman Sachs was
retained by LIBERTY as its exclusive financial advisors in connection with a
possible sale of LIBERTY. The November Letter provides that if a sale of
LIBERTY is accomplished in one or a series of transactions, LIBERTY will pay
Goldman Sachs a fee in cash equal to 0.625% of the aggregate consideration paid
in such transaction or transactions. Under the November Letter, if any portion
of such aggregate consideration is paid in the form of securities, the value of
such securities, for purposes of calculating the fees payable to Goldman Sachs,
will be determined by the average of the last sales prices for such securities
on the five trading days ending five days prior to the execution of a
definitive agreement pertaining to the transaction. Fees under the November
Letter are payable to Goldman Sachs on the closing of any transaction or
transactions. LIBERTY has agreed to reimburse Goldman Sachs for its reasonable
out-of-pocket expenses and to indemnify Goldman Sachs against certain
liabilities, including certain liabilities under the federal securities laws.

Engagement of J.J.B. Hilliard, W.L. Lyons, Inc.

On November 17, 1993, J.J.B. Hilliard, W.L. Lyons, Inc. ("Hilliard Lyons"), a
Louisville, Kentucky investment banking firm, was engaged at LIBERTY's request
and on its behalf by Goldman Sachs to assist with due diligence and investor
communications in connection with the Merger. As of December 31, 1993,
Hilliard Lyons beneficially owned 1,297,668 shares or 5.04% of LIBERTY Common
Stock. In connection with its services, Hilliard Lyons received a fee of
$50,000, plus $120,000 payable upon consummation of the Merger. LIBERTY has
also agreed to reimburse Hilliard Lyons for its reasonable out-of-pocket
expenses and to indemnify Hilliard Lyons against certain liabilities, including
certain liabilities under federal securities laws.

Effective Time

If the Merger Proposal is approved by the requisite votes of the shareholders
of LIBERTY, and the other conditions to the Merger are satisfied or waived, the
Effective Time shall be the date of the completion of the filing of the
articles of merger with the Secretary of State of the Commonwealth of Kentucky
with respect thereto pursuant to the applicable provisions of the Kentucky
Revised Statutes. See "SUMMARY OF THE TRANSACTION--Regulatory Approvals."

Conditions to the Merger; Termination

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

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(1) the receipt of all necessary approvals of the Merger and
the transactions contemplated by the Merger Agreement by
governmental agencies and authorities, including the
Federal Reserve, the Kentucky Commissioner, and the
Indiana Commissioner, which approvals shall remain in
full force and effect at the Effective Time. Approvals
of the Federal Reserve, the Kentucky Commissioner and the
Indiana Commissioner have been received;

(2) there being no change in the consolidated financial
condition, aggregate net assets, shareholders' equity,
business or operating results of LIBERTY and its
subsidiaries, taken as a whole, or of BANC ONE and its
subsidiaries, taken as a whole, from September 30, 1993
to the Effective Time, that has had a LIBERTY Material
Adverse Effect or a BANC ONE Material Adverse Effect (as
those terms are defined in the Merger Agreement) on the
affected party;

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

(a) from September 30, 1993 to the Effective Time,
pay any cash dividends except for cash dividends
which shall be equal to (i) $.17 per share for
the three months of August, September and
October, 1993, (ii) $.13 per share for the
months of November and December, 1993, and (iii)
$.195 per share per quarter for each quarter
beginning with the first calendar quarter of
1994 and each subsequent quarter; provided that
no dividend shall be paid for the calendar
quarter in which the Effective Time occurs and
in which the shareholders of LIBERTY are
entitled to receive regular quarterly dividends
on shares of BANC ONE Common Stock into which
the shares of LIBERTY Common Stock have been
converted;

(b) effect any changes in connection with its equity
capitalization except as related to the Option
and certain outstanding stock options and the
issuance of shares of LIBERTY Common Stock in
connection with LIBERTY's acquisition of First
Federal Savings Bank on November 30,

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<PAGE> 50
1993; or

(c) except as may be directed by any regulatory
agency, conduct its banking operations other
than in the ordinary course of business;

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

(5) receipt by LIBERTY 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 LIBERTY's counsel
and receipt by LIBERTY of opinions from counsel for BANC
ONE and Acquisition Corp., which opinions are to be in
the general form of those annexed to the Merger
Agreement;

(7) satisfaction by BANC ONE and LIBERTY of the respective
earnings tests set forth in the Merger Agreement;

(8) fractional share interests in BANC ONE Common Stock to be
paid to former holders of LIBERTY Common Stock in cash in
the exchange (see "MERGER--Fractional Shares") and shares
of BANC ONE Common Stock to which holders of LIBERTY
Common Stock 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
exceed 10% of the maximum aggregate number of shares of
BANC ONE Common Stock which could be issued as a result
of the Merger;

(9) the shares of BANC ONE Common Stock to be issued to the
holders of LIBERTY Common Stock shall have been approved
for listing 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 holders of all credit agreements (other than
LIBERTY's outstanding 7 3/4% Senior Notes Due 1999),

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if any, on which LIBERTY or any subsidiary is the maker,
issuer or guarantor and which contain provisions which
make the acquisition of LIBERTY by or merger into
another entity a condition of default or acceleration
and which default or acceleration would have a material
adverse effect on LIBERTY, shall have provided BANC ONE
with written waivers of all such provisions;

(12) the total number of shares of LIBERTY Common Stock issued
and outstanding together with the total number of shares
of LIBERTY Common Stock related to outstanding and
unexercised options (excluding the shares of LIBERTY
Common Stock subject to the Option granted to BANC ONE
pursuant to the terms of the Merger Agreement) shall not
be more than 26,662,613;

(13) receipt by LIBERTY of an opinion of Goldman Sachs to the
effect that, in the opinion of such firm, the Exchange
Rate is fair to the holders of LIBERTY Common Stock;

(14) First Federal Savings Bank shall have merged with and
into a commercial bank subsidiary of LIBERTY or the
charter of First Federal Savings Bank shall have been
converted into that of a commercial bank (which condition
has been satisfied); and

(15) the receipt by BANC ONE of an opinion from LIBERTY's
counsel to the effect that neither the execution and
delivery of the Merger Agreement and the consummation of
the transactions contemplated thereby nor the execution
and delivery of the Option Agreement and consummation of
the transactions contemplated thereby trigger any rights
under the rights plan adopted by LIBERTY's Board on
August 19, 1992. See "Comparative Rights of Shareholders
-- LIBERTY Shareholder Rights Agreement."

Any of the provisions of the Merger Agreement, including the foregoing
conditions, may be waived at any time by the party which is, or the
shareholders of which are, entitled to the benefits thereof; provided, however,
that such waiver, if material to LIBERTY or its shareholders, may be made only
following due authorization by the LIBERTY Board. The Merger Agreement may be
modified by a duly authorized written agreement of all of the parties. However,
after the shareholders of LIBERTY have approved the Merger Proposal, LIBERTY
may amend the Merger Agreement (without shareholder approval) only if, in the
opinion of LIBERTY's Board of Directors, such amendment will not have any
material adverse effect on the benefits intended

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under the Merger Agreement for the shareholders of LIBERTY.

The Merger Agreement may be terminated at any time prior to the Effective Time,
whether before or after approval by the shareholders of LIBERTY, by written
notice from BANC ONE to LIBERTY, or from LIBERTY 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 either
substantially 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 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 October 15, 1994. The Merger Agreement
also may be terminated, and the Merger thereby abandoned, by the mutual consent
of the Boards of Directors of LIBERTY, BANC ONE and Acquisition Corp. at any
time prior to the Effective Time.

LIBERTY, by action of the LIBERTY Board, may elect to exercise the LIBERTY
Termination Right, whether before or after approval of the Merger Proposal by
the shareholders of Acquisition Corp. or LIBERTY, by giving the LIBERTY
Termination Notice to BANC ONE within four NYSE trading days after the
Valuation Period if the Average BANC ONE Closing Price during the Valuation
Period provides less than $32 in value per LIBERTY share. If the Average BANC
ONE Closing Price is less than $31.82 during the Valuation Period, then upon
receipt of the LIBERTY Termination Notice by BANC ONE, the Merger Agreement
provides it shall be terminated. If the Average BANC ONE Closing Price is
equal to or more than $31.82 but less than $34.55 during the Valuation Period,
then upon receipt of the LIBERTY Termination Notice, BANC ONE shall have the
option to (i) nullify LIBERTY's election to terminate the Merger Agreement by
increasing the Exchange Rate to provide $32.00 in value per LIBERTY share,
based on the Average BANC ONE Closing Price during the Valuation Period, or
(ii) accept LIBERTY's election to terminate the Merger Agreement by giving
written notice to LIBERTY of such acceptance of termination within two NYSE
trading days of BANC ONE's receipt of the LIBERTY Termination Notice. Upon
BANC ONE's notice to LIBERTY of such acceptance of termination, the Merger
Agreement shall be terminated. The foregoing prices of BANC ONE Common Stock
have been adjusted to reflect BANC ONE's 10% stock dividend paid on March
4, 1994 and are subject to further adjustment in certain circumstances. For a
discussion of the effect of the Proposed Amendment on the LIBERTY Termination
Notice, see "MERGER--Alternative Plan of Merger."

The Average BANC ONE Closing Price for the fifteen consecutive trading days
ending on o, 1994, was $o. In the event that the Average BANC ONE Closing
Price is less than $34.55 during the Valuation Period, the LIBERTY Board will
then decide whether to

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exercise the LIBERTY Termination Right based on its review of the relevant
facts and circumstances then existing. The LIBERTY Board may exercise the
LIBERTY Termination Right even if the LIBERTY shareholders have previously
approved the Merger Proposal. The LIBERTY Board's current intention is that
if the Average BANC ONE Closing Price is less than $34.55 per share (which is
the Average BANC ONE Closing Price below which the Exchange Rate would not
provide LIBERTY shareholders at least $32.00 in value per share of LIBERTY
Common Stock), LIBERTY will deliver the LIBERTY Termination Notice. LIBERTY
does not know whether or under what circumstances following delivery of the
LIBERTY Termination Notice BANC ONE would elect to increase the Exchange Rate
to provide at least $32.00 per LIBERTY share. BANC ONE's policy has been not
to determine before value determination periods whether or under what
circumstances BANC ONE would elect to increase the consideration to be paid by
BANC ONE in an affiliation transaction. See "MERGER -- Recommendation and
Reasons for Transaction."

If the Merger is not consummated other than by reason of a willful breach of
any party to the Merger Agreement or pursuant to LIBERTY's election to
terminate the Merger Agreement described in the preceding paragraphs, LIBERTY,
BANC ONE and Acquisition Corp. will each pay all of its own expenses incurred
incident to such transaction, except for printing expenses which will be paid
by BANC ONE.

Alternate Plan of Merger

The Merger Proposal also would authorize LIBERTY to
enter into the Proposed Amendment and to consummate the Merger in accordance
with an alternate plan of merger, which would be entered into, if at all, only
in the event that the Average BANC ONE Closing Price during the Valuation
Period is less than $31.82. In that event, the Proposed Amendment would
entitle LIBERTY, at the time it delivers the LIBERTY Termination Notice, to (i)
elect to terminate the Merger Agreement, or (ii) give BANC ONE the option
either to (a) increase the Exchange Rate to provide at least $32.00 in value
per LIBERTY share, based on the Average BANC ONE Closing Price during the
Valuation Period, or (b) accept Liberty's termination of the Merger Agreement.
The Proposed Amendment must also be approved by BANC ONE and its wholly owned
subsidiary, Acquisition Corporation, and to date BANC ONE has not agreed to the
Proposed Amendment.

The Merger Agreement currently does not authorize LIBERTY to accept an offer
from BANC ONE to increase the Exchange Rate to provide $32.00 in value per
LIBERTY share in the event that the Average BANC ONE Closing Price is less than
$31.82 during the Valuation Period. When the parties entered into the Merger
Agreement on November 2, 1993, the closing price of BANC ONE Common Stock on
the NYSE was $34.09 (as adjusted to reflect the

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10% stock dividend paid on March 4, 1994). Since that time, the closing
prices for BANC ONE Common Stock on the NYSE have ranged from $35.97 to $30.75.
The closing price of BANC ONE Common Stock on the NYSE on ______, 1994 was
$_____. In the event the Average BANC ONE Closing Price during the Valuation
Period is less than $31.82 and BANC ONE offers to increase the Exchange Rate to
provide $32.00 in value per LIBERTY share, the LIBERTY Board believes that
under the current terms of the Merger Agreement, it would be appropriate for
LIBERTY to resolicit its shareholders before the LIBERTY Board could accept an
offer to consummate the Merger on the basis of the increased Exchange Rate.

In the event the Average BANC ONE Closing Price during the Valuation Period is
less than $31.82, the Proposed Amendment would expressly authorize the LIBERTY
Board, without any further action by LIBERTY's shareholders, to offer not to
terminate the Merger Agreement if BANC ONE increases the Exchange Rate to
provide $32.00 in value per LIBERTY share and to cause LIBERTY to consummate
the Merger at the increased Exchange Rate. For purposes of the Proposed
Amendment, the terms and conditions of the Merger Agreement other than the
Exchange Rate and terms and conditions related directly to the Exchange Rate
would remain substantially unchanged.

The LIBERTY Board is submitting the Proposed Amendment as part of the Merger
Proposal because it believes it would be beneficial to increase LIBERTY's
flexibility to act on the Merger Agreement if the Average BANC ONE Closing
Price during the Valuation Period is less than $31.82. Representatives of
LIBERTY and BANC ONE have considered the possibility of amending the Merger
Agreement to facilitate consideration by LIBERTY of an offer of $32.00 in value
per LIBERTY share even if the Average BANC ONE Closing Price is less than
$31.82 during the Valuation Period. BANC ONE thus far has not indicated an
interest in such an amendment, and there can, of course, be no assurance that
BANC ONE would agree to the Proposed Amendment or agree to increase the
Exchange Rate in such an event. However, the LIBERTY Board believes it is in
the best interest of LIBERTY, its shareholders and other constituencies for
LIBERTY to be in a position, so long as LIBERTY shareholders receive at least
$32.00 in value per LIBERTY share, to give LIBERTY's Board of Directors the
flexibility to offer BANC ONE the option to increase the Exchange Rate without
the delay of a resolicitation of LIBERTY's shareholders even if the Average
BANC ONE Closing Price during the Valuation Period is less than $31.82. In
evaluating whether to extend such an option to BANC ONE, the LIBERTY Board
expects to consider the relevant facts and circumstances existing immediately
after the Valuation Period.

Federal Income Tax Consequences

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<PAGE> 55
The following is a summary of certain material U.S. Federal income tax
consequences of the Merger, including certain consequences to holders of
LIBERTY 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 LIBERTY shareholders 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 LIBERTY shareholders who acquired their shares of LIBERTY
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, LIBERTY and BANC ONE will
receive the opinion of Squire, Sanders & Dempsey, dated as of the Effective
Time, to the effect that based upon the Internal Revenue Code and regulations
thereunder and rulings issued by the Internal Revenue Service in transactions
similar to those contemplated by the Merger Agreement and assuming the Merger
occurs in accordance with the Merger Agreement and conditioned on the accuracy
of certain representations made by LIBERTY and BANC ONE, 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)(E)
of the Internal Revenue Code;

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

(3) No gain or loss will be recognized by the shareholders of
LIBERTY on the exchange of their shares of LIBERTY Common
Stock for shares of BANC ONE Common Stock (disregarding
for this purpose any cash received for fractional share
interests to which they may be entitled or pursuant to
the exercise of statutory dissenters' rights);

(4) The Federal income tax basis of the BANC ONE Common Stock
received by holders of LIBERTY Common Stock for their
shares of LIBERTY Common Stock (including fractional
share interests to which they may be entitled) will be
the same as the Federal income tax basis of the LIBERTY
Common Stock surrendered in exchange therefor; and

(5) The holding period of the BANC ONE Common Stock received
by a holder of LIBERTY Common Stock will include the
period for which the LIBERTY Common

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<PAGE> 56
Stock exchanged therefor was held, provided the exchanged LIBERTY
Common Stock was held as a capital asset by such holder on the
date of the exchange.

A LIBERTY shareholder 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 LIBERTY 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 shareholder who receives cash in exchange for shares of LIBERTY
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.

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 AND PROXY STATEMENT, WITHOUT
CONSIDERATION OF THE PARTICULAR FACTS OR CIRCUMSTANCES OF ANY SHAREHOLDER.
SHAREHOLDERS 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

The Merger Agreement provides that at the Effective Time, the outstanding
shares of LIBERTY Common Stock will be converted into shares of BANC ONE Common
Stock at the Exchange Rate calculated as described under the caption
"MERGER--Exchange Rate." Except in the event that either LIBERTY or BANC ONE
shall declare a stock dividend or distribution upon or subdivide, split up,
reclassify or combine its respective Common Stock or declare a dividend, or
make a distribution, on its respective Common Stock in any security convertible
into such Common Stock prior to the Effective Time, no further adjustments will
be made in the Exchange Rate. However, in the event of such a transaction,
appropriate adjustment will be made in the Exchange Rate. The Exchange Rate
has been adjusted to reflect the 10% stock dividend paid to shareholders of
BANC ONE Common Stock by BANC ONE on March 4,

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1994.

As soon as practicable after the Effective Time, instructions and forms will be
furnished to the former shareholders of LIBERTY for use in surrendering for
cancellation and exchanging their LIBERTY Common Stock share certificates for
certificates for shares 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 LIBERTY 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 LIBERTY
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 in
respect of BANC ONE Common Stock pending exchange of certificates representing
shares of LIBERTY 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 LIBERTY Common Stock shall cease
to have rights with respect to such shares, 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.

Fractional Shares

No certificates for fractional shares of BANC ONE Common Stock will be issued
in connection with the exchange contemplated by the Merger Agreement. In lieu
thereof, each shareholder of LIBERTY having a fractional interest resulting
from the exchange of LIBERTY 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 Average BANC ONE Closing Price during the Valuation
Period.

Effect on LIBERTY Employee Benefits Plans, Programs and Arrangements

Within a reasonable time after the Merger, but in no event earlier than January
1, 1995, LIBERTY's employee benefit programs will generally be either
terminated and replaced with, or merged into the comparable employee benefit
programs of BANC ONE. In general, years of service counted for purposes of the
LIBERTY employee benefit plans will count for purposes of eligibility for BANC
ONE

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benefit programs and there will be no preexisting condition or other similar
limitations on LIBERTY employees' eligibility for BANC ONE programs if they
enroll when first eligible.

For purposes of LIBERTY's Retirement Plan, employees will receive a benefit
equal to at least their benefit as accrued under LIBERTY's Retirement Plan as
of the day immediately preceding the date it and the BANC ONE plans merge, plus
a benefit computed under the BANC ONE retirement plan's formula, using only
service credited from and after the date the plans merge. However, in cases
where it will produce a higher benefit, if BANC ONE's actuaries determine that
the assets of LIBERTY's Retirement Plan are sufficient to fund the additional
liability without additional cost to BANC ONE or to its Retirement Plan Trust,
LIBERTY employees will have their benefit computed under the BANC ONE
retirement plan's benefit formula using all LIBERTY past service and BANC ONE
future service of LIBERTY employees. In that event, the retirement benefit for
former participants in the LIBERTY Retirement Plan will be equal to the greater
of (i) the frozen accrued benefit under the LIBERTY Retirement Plan as of the
day immediately preceding date the plans merge, or (ii) the benefit accrued
under the BANC ONE Retirement Plan formula, recognizing accrual for all
eligible periods of employment with LIBERTY to the same extent that it was
recognized by the LIBERTY Retirement Plan. Past service of LIBERTY employees
will be counted for purposes of eligibility and vesting in the BANC ONE
Retirement Plan.

A different rule applies to the Retirement Plan benefits of any executive vice
president or above of Liberty National Bank and Trust Company of Kentucky who
is age 60 or more at the Effective Time of the Merger. Those persons will be
entitled to the greater of (i) benefits equal to the benefits they would have
received had they remained employed for all of their years of service and
retired under the benefit formula in LIBERTY's current qualified and
nonqualified retirement plans, and (ii) the formula in the BANC ONE Retirement
Plan and nonqualified retirement plan (provided through BANC ONE's nonqualified
retirement plan).

BANC ONE also maintains a 401(k) Plan, into which LIBERTY's Restated Thrift
Plan will be merged. Matching and profit sharing contributions previously made
by LIBERTY to LIBERTY's Thrift Plan will be fully vested upon the merger of
these two plans.

Under LIBERTY's Stock Option Plan, all options not subject to exercise at the
date of execution of the Merger Agreement became exercisable at that date.
LIBERTY and BANC ONE have agreed that each outstanding stock option under
LIBERTY's Stock Option Plan upon consummation of the Merger will be assumed by
BANC ONE. Each LIBERTY option will be converted into an option to purchase a
number of shares of BANC ONE Common Stock equal to the number of shares of
LIBERTY Common Stock covered by such unexercised option

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<PAGE> 59
immediately before the merger, multiplied by the Exchange Rate. The aggregate
exercise price of the options immediately before the Merger will remain the
same after the Merger, but the per-share exercise price will be appropriately
adjusted.

Officer Compensation Continuation Agreements

Nine officers of Liberty National Bank and Trust Company of Kentucky are
covered by officer compensation continuation agreements that provide them
certain protections in the event of a change in control of LIBERTY ("Liberty
Continuation Agreements"). Two officers of another affiliate bank have very
similar agreements. After the Merger, rights under the Liberty Continuation
Agreements will accrue, if one of the covered officers is terminated without
cause within three years thereafter, or voluntarily terminates his employment
for "good reason," as defined in the agreements. Good reason generally
includes changes in responsibilities, reporting obligations, or in employee
benefit plans or salary arrangements of the officer. The proposed change in
employee benefit programs from LIBERTY plans to BANC ONE plans will likely give
these officers "good reason" so that, should they choose to terminate their
employment within the three year period following the Merger, they will have a
right to the severance payments and continued benefits set forth in the Liberty
Continuation Agreements.

Compensation to be paid under the Liberty Continuation Agreements includes (a)
the unpaid balance of the officer's base salary through the date of
termination; (b) the covered officer's base salary for the 36 months following
the date of termination; (c) relocation expenses; (d) legal fees and expenses
incurred in contesting any termination or enforcing a continuation agreement;
(e) continued participation for 36 months from the date of termination in all
employee benefit plans to the extent possible or participation in substantially
similar plans if continued participation is barred; and (f) the right to
exercise all unexercised stock options, whether or not currently exercisable,
under the Option Plan. Compensation to be received by covered officers will
not be reduced by any income received from other sources. Compensation will
not be paid for any portion of the 36-month period occurring after the officer
would reach any applicable mandatory retirement age.

Resales by Affiliates

The shares of BANC ONE Common Stock issuable to LIBERTY

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shareholders upon consummation of the Merger have been registered under the
Securities Act, but such registration does not cover resales by any person who,
directly or indirectly, controls, or is controlled by, or is under common
control with LIBERTY at the time the Merger Proposal is submitted for approval
by a vote of the shareholders of LIBERTY (individually, a "LIBERTY Affiliate"
and collectively, "LIBERTY Affiliates"). BANC ONE Common Stock received and
beneficially owned by those LIBERTY shareholders who are deemed to be LIBERTY
Affiliates may be resold without registration as provided for by Rule 145 under
the Securities Act, or as otherwise permitted. Each LIBERTY 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 LIBERTY 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 LIBERTY 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 a
person who, directly or indirectly, controls, is controlled by, or is under
common control with BANC ONE (a "BANC ONE Affiliate") and BANC ONE is current
in the filing of its periodic securities law reports, a former LIBERTY
Affiliate 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 a BANC ONE Affiliate 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.

LIBERTY has agreed to provide BANC ONE with a list of those persons who may be
deemed to be LIBERTY Affiliates at the time of the Special Meeting. LIBERTY
will use its 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 by a
LIBERTY Affiliate 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
LIBERTY and BANC ONE, provided that BANC ONE shall publish such results not
later than four months from the Effective Time. The certificates

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of BANC ONE Common Stock issued to LIBERTY Affiliates in the Merger 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 LIBERTY as a
pooling-of-interests.

The Option

As a condition to BANC ONE's entering into the Merger Agreement, and in
consideration therefor, LIBERTY and BANC ONE entered into the Option Agreement
dated as of November 2, 1993, pursuant to which LIBERTY granted BANC ONE the
Option. The Option Agreement has the effect of increasing the likelihood that
the Merger will be consummated because it makes it more difficult and more
expensive for another party to obtain control of or acquire LIBERTY.

GRANT OF OPTION. The Option entitles BANC ONE to purchase up to 5,064,663
authorized but unissued shares of LIBERTY Common Stock, representing 19.9% of
the shares of LIBERTY Common Stock issued and outstanding on November 2, 1993,
at $28.00 per share (the closing trade price of a share of LIBERTY Common Stock
on the Nasdaq National Market System on November 2, 1993). If before the
Merger any additional shares of LIBERTY Common Stock are changed into a
different number of shares by reason of any stock dividend, reclassification,
recapitalization, split-up, combination or exchange of LIBERTY Common Stock,
the number of shares of LIBERTY Common Stock subject to the Option will be
increased so that, after that issuance, the number of shares of LIBERTY Common
Stock subject to the Option effectively equals 19.9% of the number of shares of
LIBERTY Common Stock then issued and outstanding without giving effect to any
shares subject to or issued pursuant to the Option.

TRIGGERING EVENTS; EXERCISE OF OPTION. The Option Agreement provides that BANC
ONE may exercise the Option, in whole or in part, at any time or from time to
time after the occurrence of both an Initial Triggering Event (as hereinafter
defined) and a Purchase Event (as hereinafter defined) if, but only if, both
the Initial Triggering Event and the Purchase Event shall have occurred prior
to the occurrence of an Option Termination Event (as hereinafter defined) by
giving written notice of such exercise within 30 days following such Purchase
Event.

For purposes of the Option Agreement:

(a) The term "Initial Triggering Event" means the

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occurrence of any of the following events and the good faith determination by
BANC ONE that there is a reasonable likelihood that as a result of the
occurrence of any such event, consummation of the Merger is jeopardized:

(i) any person, corporation, entity or group (or
persons acting together; collectively, a "person") (other than
BANC ONE or any subsidiary or affiliate thereof) shall have
commenced a bona fide offer to purchase shares of LIBERTY Common
Stock such that, upon consummation of such offer, such person
would own or control 10% or more of the outstanding shares of
LIBERTY Common Stock, or shall have entered into an agreement
with LIBERTY, or shall have filed an application or notice with
the Federal Reserve or any other federal or state regulatory
agency for clearance or approval, to (A) merge or consolidate or
enter into any similar transaction with LIBERTY, (B) purchase,
lease or otherwise acquire all or substantially all of the assets
of LIBERTY, or (C) purchase or otherwise acquire securities
representing beneficial ownership of 10% or more of the
outstanding voting power of LIBERTY (including securities
acquired by way of merger, consolidation, share exchange or any
similar transaction);

(ii) any person (other than BANC ONE or any
subsidiary or affiliate thereof or subsidiary of LIBERTY in a
fiduciary capacity) shall have acquired beneficial ownership or
the right to acquire beneficial ownership of 10% or more of the
outstanding shares of LIBERTY Common Stock;

(iii) any person (other than BANC ONE or any
subsidiary or affiliate thereof) shall have made a bona fide
proposal to LIBERTY after November 2, 1993, by public
announcement or written communication that is the subject of
public disclosure or regulatory report or filing to (A) acquire
LIBERTY by merger, consolidation, purchase of all or
substantially all of its assets or any other similar transaction,
or (B) make an offer described in paragraph (i), above;

(iv) any person shall have solicited proxies in a
proxy solicitation subject to Regulation 14A under the Exchange
Act in opposition to approval of the Merger Agreement by
LIBERTY's shareholders; or

(v) LIBERTY shall have willfully breached any
provision of the Merger Agreement, which breach would entitle
BANC ONE to terminate the Merger Agreement, and such breach shall
not have been cured pursuant to the terms of the Merger
Agreement.

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(b) The term "Purchase Event" means the occurrence of either
one of the following events:

(i) any person (other than BANC ONE or any
subsidiary or affiliate thereof) shall have acquired 50% or more
of the then outstanding shares of LIBERTY Common Stock; or

(ii) LIBERTY shall have entered into an agreement
with another person (other than BANC ONE or any subsidiary
thereof) pursuant to which such person is entitled to acquire 50%
or more of the then outstanding shares of LIBERTY Common Stock.

(i) the consummation of the Merger at the Effective
Time;

(ii) the receipt by BANC ONE or LIBERTY of written
notice from the Federal Reserve to the effect that the exercise
of the Option pursuant to the terms of the Option Agreement is
not consistent with Section 3 of the Bank Holding Company Act of
1956, as amended;

(iii) termination of the Merger Agreement by BANC ONE
in accordance with the provisions thereof if such termination
occurs prior to the occurrence of an Initial Triggering Event;

(iv) the first business day after the 365th calendar
day following the termination of the Merger Agreement by BANC ONE
in accordance with the provisions thereof if such termination
occurs after the occurrence of an Initial Triggering Event,
provided that the Option shall in all events expire not later
than 18 months after such Initial Triggering Event; provided,
however, that if the Option is otherwise exercisable but cannot
be exercised on such day solely because of any injunction, order
or similar restraint issued by a court of competent jurisdiction,
the Option shall expire on the 20th business day after such
injunction, order or restraint shall have been dissolved or when
such injunction, order or restraint shall have become permanent
and no longer subject to appeal, as the case may be;

(v) termination of the Merger Agreement by LIBERTY
in accordance with the provisions thereof; or

(vi) termination of the Merger Agreement by mutual

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consent of BANC ONE and LIBERTY.

As of the date hereof, no Initial Triggering Event or Purchase Event has
occurred.

REGISTRATION RIGHTS. LIBERTY shall, if requested by BANC ONE, as expeditiously
as possible, file a registration statement on a form of general use under the
Securities Act if necessary to permit the sale or other disposition of the
shares of LIBERTY Common Stock that shall have been acquired upon exercise of
the Option in accordance with the intended method of sale or other disposition
requested by BANC ONE. LIBERTY has agreed to use its best efforts to cause
that registration statement to become effective and to remain effective for
such period not in excess of 270 calendar days from the day such registration
first becomes effective as may be reasonably necessary to effect such sale or
other disposition. BANC ONE has the right to demand one such registration.
The Option Agreement provides that any such sale or other disposition shall be
effected on a widely distributed basis so that insofar as it is reasonably
possible, upon consummation thereof no purchaser or transferee shall
beneficially own more than 2% of the then outstanding voting power of LIBERTY.

TERMINATION OF OPTION. The Option will terminate upon the occurrence of an
Option Termination Event.

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 March 31, 1994, there were issued and
outstanding 4,998,000 shares of Series C Preferred Stock and 381,835,796 shares
of 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

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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 A Preferred
Stock and 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.

Generally holders of shares of Class C Preferred Stock have no voting rights.
The approval of a majority of the outstanding shares of Class 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 Class 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 Class C Preferred Stock. Holders of Class C Preferred
Stock also have the right to elect two additional directors during any period
in which dividends on Class C Preferred Stock are cumulatively in arrears in
the amount of six or more full quarterly dividends.

Currently, there are outstanding shares of Class C Preferred Stock. Holders of
Class 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.

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In the event that full cumulative dividends on outstanding shares of Class 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 Class C Preferred Stock.

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

At the option of the holder of any shares of Class C Preferred Stock, such
shares may be converted into shares of BANC ONE Common Stock at the conversion
rate then in effect. The current conversion rate is 1.75362 shares of BANC ONE
Common Stock for each share of Class C Preferred Stock and is subject to
adjustment for stock dividends, subdivisions, splits 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 Class 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.

<TABLE>
<CAPTION>
Year Redemption Price
---- ---------- -----
<S> <C>
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51.75
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51.40
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51.05
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50.70
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50.35
2001 and thereafter . . . . . . . . . . . . . . . . . . . . . $50.00
</TABLE>

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

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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

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(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

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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 and LIBERTY 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 General
Corporation Law ("OGCL"), while the rights of the shareholders of LIBERTY are
governed by LIBERTY's Articles and By-laws and the applicable provisions of the
Kentucky Revised Statutes ("KRS"). If the holders of LIBERTY Common Stock
approve the Merger Agreement and the Merger is subsequently consummated,
holders of LIBERTY Common Stock will become holders of BANC ONE Common Stock.
The following comparison of the rights of holders of LIBERTY 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 LIBERTY 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
(except that Kentucky law mandates cumulative voting in the election of
directors of LIBERTY), 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

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other securities in proportion to their respective holdings upon the offering
or sale by BANC ONE or LIBERTY of such securities to others and the right to
issue preferred stock is available under the Articles of both companies.
Although it is impracticable to note all the differences between Ohio law and
Kentucky law generally and all of the differences between the applicable
governing documents of BANC ONE and LIBERTY, 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 LIBERTY Common Stock.

ELECTION AND REMOVAL OF DIRECTORS. LIBERTY's directors are elected by
cumulative voting. This means that in an election of directors, holders of
LIBERTY Common Stock may give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of shares owned by
the shareholder, or distribute the number of votes among any number of
candidates. LIBERTY's entire Board of Directors or any lesser number may be
removed, with or without cause, by a vote of the holders of 80% of the shares
then entitled to vote at an election of directors, except that if less than the
entire Board of Directors is to be removed, no director may be removed if the
votes cast against his removal would be sufficient to elect such director if
voted cumulatively at an election of directors. Cumulative voting makes it
more likely that sizable minority shareholders could elect minority directors
even if opposed by the other shareholders. Under Ohio law, unless otherwise
provided in the articles of incorporation and in the absence of cumulative
voting, the entire Board of Directors or any lesser number may be removed, with
or without cause, by a vote of the holders of a majority of the voting power of
the corporation. BANC ONE's Articles do not contain any provisions modifying
the rights of shareholders to remove directors and prohibit cumulative voting
in the election of directors of BANC ONE.

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 Kentucky corporation may make a distribution to
its shareholders provided that (i) the distribution does not render the
corporation unable to pay its debts as they become due in the usual course of
business, and (ii) the distribution does not result in the corporation's assets
being less than the sum of the corporation's liabilities plus the amount that
would be required, upon dissolution of the corporation if effected at the time
of the distribution, to satisfy the preferential rights upon dissolution of
those shareholders whose preferential rights are superior to those shareholders
receiving

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the distribution in question. The payment of dividends by bank holding
companies also is subject to certain regulatory constraints. Dividends paid by
both BANC ONE and LIBERTY are subject to Federal income tax.

CONTROL SHARE ACQUISITION AND BUSINESS COMBINATION PROVISIONS.

Kentucky law does not contain any provisions similar to the provisions in BANC
ONE's Articles relating to control share acquisitions. Although Kentucky law
does include provisions providing for a moratorium on certain business
combinations in a manner similar to the Ohio Statute, those provisions are not
applicable to bank holding companies, such as LIBERTY, that have not amended
their articles of incorporation to expressly elect to be governed by those
provisions.

SUPERMAJORITY AND FAIR PRICE PROVISIONS. 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." LIBERTY's Articles also contain provisions requiring
the supermajority vote of 80% of the combined voting power of LIBERTY's voting
stock for certain business combinations unless the business combination shall
have been approved by a majority of the disinterested directors or the
transaction constituting the business combination provides for fair
consideration to the shareholders. In most respects, the supermajority
provisions of LIBERTY's Articles are substantially similar to the supermajority
provisions of BANC ONE's Articles.

MERGERS, ACQUISITIONS AND CERTAIN OTHER TRANSACTIONS. Kentucky law generally
requires the affirmative vote of the holders of a majority of the outstanding
shares of each class entitled to vote to approve a merger, share exchange or
sale, lease, exchange or other disposition of all or substantially all of
LIBERTY's assets other than in the ordinary course of business. LIBERTY's
Articles require a supermajority vote when any such transaction would
constitute a "business combination" as defined therein, unless approved by a
majority of the disinterested directors or the transaction provides for fair
consideration to all shareholders. Under BANC ONE's Articles, the affirmative
vote of the holders of a majority of the shares of BANC ONE Common Stock is
required to approve such transactions except that the "fair price" provisions
require a supermajority vote for certain business combinations. See
"COMPARATIVE RIGHTS OF SHAREHOLDERS--Special Voting Requirements for Certain
Transactions."

In addition to being subject to the laws of Kentucky and Ohio, respectively,
both LIBERTY and BANC ONE, as bank holding companies, are subject to various
provisions of federal law with

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respect to mergers, consolidations and certain other corporate transactions.

EVALUATION OF TENDER OFFERS AND BUSINESS COMBINATIONS. The OGCL and KRS both
include a provision which permits directors, in evaluating whether an
acquisition proposal or any other 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 shareholders, including the possibility
that such interests may be best served by the continued independence of the
corporation. Similarly, LIBERTY's Articles expressly provide that when
evaluating an acquisition proposal a director may consider not only the
consideration being offered, but also the social, legal and economic effects of
the acquisition proposal upon the employees and customers of LIBERTY and its
subsidiaries and upon the community in which LIBERTY and its subsidiaries
operate as well as the competence, experience and integrity of the acquiring
party and its or their management.

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. Generally, LIBERTY's Articles can be amended by (i) the
vote of more shares in favor of an amendment than against it at a meeting at
which a quorum is present, or (ii) a majority of the shares outstanding and
entitled to vote on any amendment which would create dissenters rights under
Kentucky law. However, unless approved by a majority of LIBERTY's
disinterested directors, amendments to Articles 7 (requiring supermajority vote
for certain business combinations), Article 8 (specifying certain factors which
may be considered by the Board of Directors in connection with the evaluation
of acquisition proposals), Article 9 (fixing the number of directors and
providing for the affirmative vote of 80% of the combined voting power of
LIBERTY to remove directors), Article 10 (creating a classified board of three
classes) and Article 11 (governing amendment of LIBERTY's Articles) may only be
amended by a percentage calculated by dividing (i) the sum of (A) the number of
shares of voting stock beneficially owned by an interested shareholder, plus
(B) one-half of all remaining shares, by (ii) the total number of shares of
voting stock.

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APPRAISAL RIGHTS. Under the KRS, a shareholder is entitled to dissent from,
and obtain payment of the fair value of his shares in the event of, any of the
following corporate actions: (i) consummation of a plan of merger, if the
shareholder approval is required for the merger and the shareholder is entitled
to vote thereon, or if the corporation is merged into a parent corporation
under a "short-form" merger; (ii) consummation of a plan of share exchange
involving the acquisition of the corporation's shares and with respect to which
the shareholder is entitled to vote thereon; (iii) consummation of a sale or
exchange of all, or substantially all, of the property of the corporation other
than in the ordinary course of business, if the shareholder is entitled to vote
thereon; (iv) an amendment of the articles of incorporation of the corporation
that materially and adversely affects the shareholder's rights, such as
affecting distribution or voting rights; (v) any transaction subject to
Kentucky's statutory business combination provisions; or (vi) any corporate
transaction with respect to which the corporation's articles of incorporation,
bylaws or board of directors provide dissenter's rights. 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 AND DIRECTOR LIABILITY. The KRS provides that a director,
employee, officer or agent of a corporation may be indemnified against
liability (and other costs which may be advanced to the person if done in
accordance with the KRS) incurred by such person in connection with a
proceeding, provided such person acted in good faith and (i) in the case of
conduct in his official capacity with the corporation, in a manner such person
reasonably believed to be in the best interests of the corporation, and (ii) in
all other cases, his conduct was at least not opposed to its best interests.
Such indemnity may also be available with respect to any criminal proceeding if
the person had no reasonable cause to believe that his conduct was unlawful.

The KRS further provides that a corporation may not indemnify a director,
officer, employee or agent in connection with a proceeding by or in the right
of the corporation in which the person was adjudged liable to the corporation,
nor may indemnity be available in a proceeding charging improper personal
benefit to the person in question in which such person was adjudged liable on
the basis that improper personal benefit was improperly received by said
person. In any event, indemnification allowed with

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respect to a proceeding by or in the right of the corporation shall be limited
to reasonable expenses incurred in connection therewith. Indemnification
against reasonable legal expenses incurred by a person in connection with a
proceeding is mandatory when the person is wholly successful in the defense of
the proceeding. Finally, the KRS provides for court-ordered indemnification if
the director, officer, employee or agent is fairly and reasonably entitled to
indemnification in view of all other relevant circumstances, whether or not (i)
the standards of conduct described above are satisfied, or (ii) the person in
question was adjudged liable with respect to a proceeding by or in the right of
the corporation or in a proceeding charging improper personal benefit.
However, in the event of court-ordered indemnification in the face of such an
adjudication or liability, indemnification shall be limited to reasonable
expenses incurred.

KRS 271B.8-300, provides that a director of a Kentucky corporation must
discharge his duties as a director in good faith, on an informed basis, and in
a manner he honestly believes to be in the best interests of the corporation.
To discharge his duties on an informed basis, a director must make inquiry into
the business and affairs of the corporation, or into a particular action to be
taken or decision to be made, with the care an ordinary prudent person in a
like position would exercise under similar circumstances. In addition to any
other provision in the corporation's articles of incorporation further limiting
a director's liability for monetary damages, any action taken as a director, or
any failure to take any action as a director, will not be the basis for
monetary damages or injunctive relief unless (a) the director has breached or
failed to perform his duties as a director in good faith, on an informed basis,
and in a manner he honestly believes to be in the best interests of the
corporation; and (b) in the case of an action for monetary damages, the breach
or failure to perform constitutes willful misconduct or wanton or reckless
disregard for the best interests of the corporation and its shareholders. A
person bringing an action for monetary damages for breach of duty has the
burden of proving by clear and convincing evidence the provisions of (a) and
(b) above, and the burden of proving that the breach or failure to perform was
the legal cause of the damages suffered by the corporation.

LIBERTY's Articles further limit the liability of directors to LIBERTY and its
shareholders to the extent permitted by KRS 271B.2-020, which authorizes a
corporation's shareholders to limit or eliminate the liability of a director to
the corporation or its shareholders for monetary damages arising out of the
director's breach of his fiduciary duty of due care. KRS 271B.2-020 does not
allow for the elimination of the duty of due care that a director owes to a
corporation, but allows for the elimination of a monetary recovery for breach
of that duty. In addition, KRS 271B.2-020 does not relieve a director of his
or her liability,

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monetary or otherwise, for the following actions resulting in harm to the
corporation or shareholders: (i) for any transaction in which the director has
a personal financial interest in conflict with the financial interest of the
corporation or its shareholders; (ii) actions not taken in good faith or the
failure to act in good faith; (iii) actions involving the intentional
misconduct of a director; (iv) actions known by the director to violate law;
(v) actions involving an improper dividend or improper repurchase of stock in
violation of KRS 271B.8-330; and (vi) actions resulting in the receipt of an
improper personal benefit by the director. KRS 271B.2-020 does not preclude or
limit recovery of damages by third parties, nor does it limit or affect a
director's liability for acts or omissions occurring before the effectiveness
of an amendment to a corporation's articles of incorporation.

Only directors, not officers, may benefit from the provisions of KRS
271B.2-020. The limitations of liability permitted by KRS 271B.2-020 extend
only to the elimination of a recovery of a monetary remedy. Shareholders may
still seek equitable relief, such as injunction, against an action of a
director that is inappropriate.

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 that 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

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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.

LIBERTY Shareholder Rights Agreement

On August 19, 1992, the LIBERTY Board declared a dividend distribution of one
right (a "Right") for each share of LIBERTY Common Stock outstanding at the
close of business on September 11, 1992, and authorized the issuance of one
Right (subject to adjustment in certain events) for each share of LIBERTY
Common Stock issued between September 11, 1992 and the Distribution Date
(defined below). Following an adjustment for the 4-for-3 stock split
distributed May 17, 1993, the number of Rights associated with each share of
LIBERTY Common Stock is 0.75. Each Right entitles the registered holder to
purchase from LIBERTY a unit consisting of one-hundredth of a share (a "Unit")
of Junior Participating Preferred Stock (the "Participating Preferred") at a
purchase price of $85.00 per Unit (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement dated as of August 19, 1992 (the "Rights Agreement") between LIBERTY
and Chemical Bank, as Rights Agent.

LIBERTY and the Rights Agent have executed and delivered the First Amendment
dated as of November 2, 1993 (the "Amendment") to the Rights Agreement. The
Amendment provides, among other things, that neither BANC ONE nor any of its
subsidiaries will become an "Acquiring Person" and that no "Triggering Event,"
"Stock Acquisition Date" or "Distribution Date" (as such terms are defined in
the Rights Agreement) will occur as a result of the consummation of the Merger.
In addition, the Amendment provides that the Rights will expire upon
consummation of the Merger.

Initially, the Rights were attached to all LIBERTY Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates were
distributed. The Rights will separate from the LIBERTY Common Stock and a
Distribution Date will occur

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upon the earlier of (i) 20 business days following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding shares of LIBERTY Common Stock (the "Stock Acquisition
Date") or (ii) 20 business days following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 30%
or more of such outstanding shares of LIBERTY Common Stock. The Rights are not
exercisable until the Distribution Date and will terminate at the close of
business on September 11, 2002, unless earlier expired pursuant to the Rights
Agreement, including upon consummation of the Merger, or redeemed by LIBERTY as
described below.

Until the Distribution Date, (i) the Rights will be evidenced by the LIBERTY
Common Stock certificates and will be transferred with and only with such
LIBERTY Common Stock certificates, (ii) new LIBERTY Common Stock certificates
issued after September 11, 1992 will contain a notation incorporating the
Rights Agreement by reference and (iii) the surrender for transfer of any
certificates for LIBERTY Common Stock outstanding will also constitute the
transfer of the Rights associated with the LIBERTY Common Stock represented by
such certificate. Pursuant to the Rights Agreement, LIBERTY reserves the right
to require before the occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be exercised so that only whole
shares of Participating Preferred will be issued.

As soon as practicable after the Distribution Date, Rights Certificates will be
mailed to holders of record of LIBERTY Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Rights Certificates
alone will represent the Rights. Except as otherwise determined by the Board
of Directors, only shares of LIBERTY Common Stock issued before the
Distribution Date will be issued with Rights.

Except as qualified by the Amendment, if, at any time following the
Distribution Date, (i) an Acquiring Person engages in one or more "self-
dealing" transactions as set forth in the Rights Agreement, (ii) a person
becomes the beneficial owner of 30% or more of the then outstanding shares of
LIBERTY Common Stock (except pursuant to an offer for all outstanding shares of
LIBERTY Common Stock that a majority of the Continuing Directors (as defined
below) who are not officers of LIBERTY determine to be fair to and otherwise in
the best interests of LIBERTY and its shareholders), or (iii) during such time
as there is an Acquiring Person, an event occurs that results in such Acquiring
Person's ownership interest being increased by more than 1% (e.g., a reverse
stock split), each holder of a Right will thereafter have the right to receive,
upon exercise, LIBERTY Common Stock (or, in certain circumstances, cash,
property or other securities of

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LIBERTY) having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
any Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of any of the events set forth above until
such time as the Rights are no longer redeemable by LIBERTY as set forth below.

For example, at an exercise price of $85.00 per Right, each Right not owned by
an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $170.00
worth of LIBERTY Common Stock based on the current market price (as defined in
the Agreement) of LIBERTY Common Stock for $85.00. Assuming that the current
per share market price of LIBERTY Common Stock is $42.50, the holder of each
valid Right would be entitled to purchase 4 shares of LIBERTY Common Stock for
$85.00.

Except as qualified by the Amendment, if, at any time following the Stock
Acquisition Date, (i) LIBERTY is acquired in a merger or other business
combination transaction in which LIBERTY is not the surviving corporation
(other than a merger which follows an offer described in the second preceding
paragraph), or (ii) 50% or more of LIBERTY's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Right. The events set forth in this paragraph
and in the second preceding paragraph are referred to as the "Triggering
Events."

The Purchase Price payable, and the number of Units of Participating Preferred
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Participating Preferred, (ii) if holders of the Participating Preferred are
granted certain rights or warrants to subscribe for Participating Preferred or
convertible securities at less than the current market price of the
Participating Preferred, or (iii) upon the distribution to holders of the
Participating Preferred of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).

With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments amount to at least 1% of the Purchase Price. No
fractional Units will be issued and, in lieu thereof, an adjustment in cash
will be made based on the

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market price of the Participating Preferred on the last trading date before the
date of exercise.

At any time until twenty business days following the Stock Acquisition Date,
LIBERTY may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (payable in cash, LIBERTY Common Stock or other consideration deemed
appropriate by the Board of Directors). Under certain circumstances set forth
in the Rights Agreement, the decision to redeem shall require the concurrence
of a majority of the Continuing Directors. After the redemption period has
expired, LIBERTY's right of redemption may be reinstated if an Acquiring Person
reduces his beneficial ownership to less than 10% of the outstanding shares of
LIBERTY Common Stock in a transaction or series of transactions not involving
LIBERTY. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, with, where required, the concurrence of the
Continuing Directors, the Rights terminate and the only right of the holders of
Rights will be to receive the $.01 redemption price.

The term "Continuing Directors" means any member of the Board of Directors of
LIBERTY who was a member of the Board before the date of the Rights Agreement,
and any person who is subsequently elected to the Board if such person is
recommended or approved by a majority of the Continuing Directors, but shall
not include an Acquiring Person or an affiliate or associate of an Acquiring
Person or any representative of the foregoing entities.

At any time after the Rights become exercisable for LIBERTY Common Stock (or
other consideration), the Rights Agreement provides that the LIBERTY Board may
exchange the Rights (other than Rights owned by an Acquiring Person which have
become void), in whole or in part, at an initial exchange ratio of one share of
LIBERTY Common Stock, and/or other equity securities deemed to have the same
value as one share of LIBERTY Common Stock, per Right, subject to adjustment.

Until a Right is exercised, the holder thereof, as such, will have no rights as
a shareholder of LIBERTY, including, without limitation, the right to vote or
to receive dividends. While the distribution of the Rights will not be taxable
to shareholders or to LIBERTY, shareholders may, depending upon the
circumstances, recognize taxable income if the Rights become exercisable for
LIBERTY Common Stock (or other consideration) or for common stock of the
acquiring company as set forth above, or are exchanged as set forth above.

Any of the provisions of the Rights Agreement may be amended by the LIBERTY
Board before the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be

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amended by the Board (in certain circumstances, with the concurrence of the
Continuing Directors) in order to cure any ambiguity, to make changes which do
not adversely affect the interests of the holders of Rights (excluding the
interests of any Acquiring Person or an affiliate or associate of any such
person), or to shorten or lengthen any time period under the Rights Agreement;
PROVIDED, however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.

The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire LIBERTY
without the approval of the Board of Directors unless the offer is conditioned
upon a substantial number of Rights being acquired.

The foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement and the
Amendment.

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. Liberty National Bank and
Trust Company of Kentucky acts as Transfer Agent and as Registrar for LIBERTY
Common Stock.

Interests of Named Experts and Counsel

The consolidated financial statements of BANC ONE incorporated by reference in
this Prospectus and Proxy Statement 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 consolidated
financial statements of LIBERTY incorporated by reference in this Prospectus
and Proxy Statement 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.

Certain legal matters will be passed upon for LIBERTY by Brown, Todd & Heyburn,
Louisville, Kentucky. As of o, 1994, partners and associates of Brown, Todd &
Heyburn beneficially owned a total of

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<PAGE> 81
o shares of LIBERTY Common Stock. An opinion on the Federal income tax
consequences of the proposed transaction will be issued by Squire, Sanders &
Dempsey, Columbus, Ohio. Attorneys of Squire, Sanders & Dempsey participating
in the preparation of this Prospectus and Proxy Statement and in the
preparation of the tax opinion do not hold a substantial interest in BANC ONE
through ownership or investment discretion with respect to BANC ONE Common
Stock. Alex Shumate, a partner of Squire, Sanders & Dempsey is a member of the
BANC ONE Board and as of April 30, 1994, beneficially owned 1,160 shares of
BANC ONE Common Stock. An opinion on the validity of the BANC ONE Common Stock
offered hereby has been passed upon by Lee S. Adams, Deputy General Counsel of
BANC ONE.

Sources of Information

The information concerning BANC ONE and LIBERTY 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
LIBERTY.

Other Matters

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

INFORMATION ABOUT BANC ONE

General -- Business.

BANC ONE is a multi-bank holding company with bank subsidiaries in Arizona,
California, Colorado, Ohio, Illinois, Indiana, Kentucky, Michigan, Oklahoma,
Texas, Utah, West Virginia and Wisconsin. At March 31, 1994, BANC ONE had
consolidated total assets of $83.4 billion, consolidated total deposits of
approximately

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<PAGE> 82
$60.1 billion and consolidated total shareholders' equity of approximately $7.2
billion. At March 31, 1994, BANC ONE ranked eighth among the nation's
publicly-owned bank holding companies in terms of period-end assets and at
March 31, 1994, BANC ONE ranked sixth among the nation's publicly owned bank
holding companies in terms of period-end common equity. For the quarter ended
March 31, 1994, BANC ONE's return on average assets was 1.60%.

As of March 31, 1994, BANC ONE owned indirectly all of the outstanding stock of
80 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 March 31, 1994. Based on total assets as of December
31, 1993, BANC ONE's Affiliate Banks ranked second in Arizona and Ohio, first
in Indiana, third in Colorado, Texas and Wisconsin. The Affiliate Banks have
smaller statewide market shares in the other states in which BANC ONE operates.
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 100 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. BANC ONE
currently has pending three acquisitions which are not material in the
aggregate.

BANC ONE continues to explore opportunities to acquire banks and non-bank
companies permitted by the Bank Holding Company Act of

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<PAGE> 83
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.

During the last two years, one of the issues in the banking industry and at
BANC ONE has been the use of a financial instrument known as "interest rate
swaps" used to protect banks against changes in interest rates. For a
discussion of BANC ONE's use of interest rate swaps and its policies and
procedures to manage them, reference is made to BANC ONE's 1993 Annual Report
to Shareholders incorporated by reference in BANC ONE's Annual Report on Form
10-K for the fiscal year ended December 31, 1993. See "INCORPORATION BY
REFERENCE."

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. The dividend and stock price information
has been adjusted to reflect the 10% dividend on BANC ONE Common Stock paid on
March 4, 1994, the five shares for four shares BANC ONE Common Stock split paid
on August 31, 1993 and the 10% dividend on BANC ONE Common Stock paid on
February 14, 1992.

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<PAGE> 84
<TABLE>
<CAPTION>
Price Range of Common Stock

High Low Dividends
---- --- ---------
<S> <C> <C> <C>
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 .25
Third Quarter . . . . . . . . 42.19 34.55 .28
Fourth Quarter . . . . . . . 39.77 32.27 .28

1994
- ----

First Quarter . . . . . . . . $35.47 $31.88 $.31
Second Quarter . . . . . . . o o o
(through o, 1994)
</TABLE>

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 BANC ONE Board. 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 $1.2 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.

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

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<PAGE> 85
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.

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<PAGE> 86
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 and minority interests less goodwill, less
certain other intangible assets and less 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 10.51% and 14.19%,
respectively.

The leverage ratio is determined by dividing Tier 1 capital by total average
assets for the most recent quarter. Although the stated minimum ratio is 3%,
most banking organizations are required to maintain ratios of at least 100 to
200 basis points above 3%. BANC ONE's leverage ratio at December 31, 1993 was
8.66%. 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

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<PAGE> 87
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 $1.2 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

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<PAGE> 88
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.

DEPOSITOR PREFERENCE STATUTE

Federal legislation has been enacted providing that deposits and certain claims
for administrative expenses and employee compensation against an insured
depositary institution would be afforded a priority over other general
unsecured claims against such an institution, including federal funds and
letters of credit, in the "liquidation or other resolution" of such an
institution by any receiver.

BROKERED DEPOSITS

The FDIC has also adopted final regulations governing the receipt of brokered
deposits. Under these regulations, an FDIC-insured bank or savings association
cannot accept brokered deposits unless: (a) it is well capitalized or (b) it
is adequately capitalized and receives a waiver from the FDIC.

A bank or savings association that cannot receive brokered deposits also cannot
offer "pass-through" insurance on certain employee benefit accounts, unless it
provides certain notice to affected depositors. In addition, a bank or savings
association that is not well capitalized may not pay an interest rate on any
deposits in excess 75 basis points over certain prevailing market rates. At
December 31, 1993, BANC ONE's banking subsidiaries had brokered deposits of $ o
million.

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,
1993, BANC ONE's quarterly report on form 10-Q for the quarter ended March 31,
1994, and BANC ONE's Current Reports on Form 8-K filed January 27, 1994 and
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.

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<PAGE> 89
INFORMATION ABOUT LIBERTY

General

LIBERTY is a multi-bank holding company, incorporated under the laws of the
Commonwealth of Kentucky in 1979. As of April 30, 1994, LIBERTY owned all of
the outstanding stock of six Kentucky and one Indiana commercial banks, which
operate 90 offices in Kentucky and 13 offices in Indiana. As of March 31,
1994, LIBERTY, its affiliate banks and its non-bank subsidiaries had total
assets of approximately $5.02 billion and total deposits of approximately $4.04
billion.

The largest subsidiary of LIBERTY is Liberty National Bank and Trust Company of
Kentucky which as of March 31, 1994, had consolidated total assets of
approximately $3.67 billion, consolidated total deposits of approximately $2.70
billion and consolidated equity capital of approximately $280 million.

Market Prices of and Dividends Paid on LIBERTY Common Stock

The following table sets forth, for the periods indicated, the high and low
reported closing prices per share of LIBERTY Common Stock reported on the
Nasdaq National Market and cash dividends per share of LIBERTY Common
Stock. The information has been adjusted to reflect the 4- for-3 stock split
distributed in May 1993.

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<PAGE> 90
<TABLE>
<CAPTION>
Price Range of Common Stock
----- ----- -- ------ -----

High Low Dividends
---- --- ---------
<S> <C> <C> <C>
1992
- ----

First Quarter . . . . . . . . $24.563 $18.375 $0.15000
Second Quarter . . . . . . . 25.875 21.375 0.15000
Third Quarter . . . . . . . . 22.875 20.438 0.15000
Fourth Quarter . . . . . . . 26.625 21.188 0.15000

1993
- ----

First Quarter . . . . . . . . $26.813 $22.875 $0.16875
Second Quarter . . . . . . . 27.375 24.188 0.16875
Third Quarter . . . . . . . . 28.500 25.000 0.17000
Fourth Quarter . . . . . . . 30.750 25.250 0.30000 (1)(2)

1994
- ----

First Quarter . . . . . . . . $30.750 $28.500 0.19500 (1)
Second Quarter . . . . . . . . 30.750 26.750 0.19500 (1)
(through May 26, 1994)

<FN>
- ------------------
(1) Pursuant to the Merger Agreement LIBERTY cannot pay cash dividends
from September 30, 1993 to the Effective Time except as permitted
thereunder. See "MERGER--Conditions to the Merger; Termination" for a
description of the amount of dividends that LIBERTY is permitted to
pay under the Merger Agreement.

(2) Includes $0.13 per share special dividend declared December 15, 1993
and paid January 1, 1994 to align LIBERTY's current dividend schedule
with the current BANC ONE dividend schedule.
</TABLE>

Incorporation of Certain Information About LIBERTY by Reference

LIBERTY's Annual Report on Form 10-K for the fiscal year ended December 31,
1993, LIBERTY's Quarterly report on form 10-Q for the quarter ended March 31,
1994, and LIBERTY's Current Reports on Form 8-K dated February 11 and May 19,
1994, in each case filed with the Commission pursuant to Section 13 of the
Exchange Act and the description of LIBERTY 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.

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<PAGE> 91
VOTING AND MANAGEMENT INFORMATION

BANC ONE will pay the costs of preparing and printing this Prospectus and Proxy
Statement and LIBERTY will bear the cost of soliciting proxy cards for the
Special Meeting. See ""THE SPECIAL MEETING" for additional information
concerning solicitation of proxy cards and voting.

Rights of Dissenting Shareholders

The following summary does not purport to be a complete statement of the
procedures to be followed by LIBERTY shareholders desiring to exercise
dissenters' rights and is qualified in its entirety by reference to the
provisions of KRS 271B.13-010 through 271B.13-310, 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 LIBERTY 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.

Only LIBERTY's shareholders of record at the close of business on o, 1994 will
have the right to vote on the Merger Proposal. Any shareholder who would like
to exercise his right under Kentucky law to demand that LIBERTY pay him the
fair value of his shares in lieu of receiving shares of BANC ONE Common Stock
must deliver written notification to LIBERTY of his intent to demand payment
for his shares if the proposed Merger is effectuated, prior to the Special
Meeting and the shareholder must not vote any of his shares in favor of the
Merger Proposal. A shareholder must demand payment for all shares of LIBERTY
Common Stock he beneficially owns. However, a shareholder of record holding
shares in his name which are beneficially owned by another party or parties may
demand payment for part of his shares as long as he dissents with respect to
all of the shares beneficially owned by any one person and notifies LIBERTY in
writing of the name and address of each person on whose behalf he asserts
dissenters' rights.

Within ten days after the Special Meeting, in the event the proposed
Merger Proposal is approved, LIBERTY must send a dissenters' notice (the
"Dissenters' Notice") to each shareholder who notified LIBERTY of his intent to
demand payment for his shares and who did not vote any of his shares in favor
of the Merger Proposal. This Dissenters' Notice will state where a dissenting
shareholder must send the demand for payment and where and when a dissenting
shareholder's certificates for shares of LIBERTY Common Stock must be
deposited. The Dissenter's Notice will also contain a form for demanding
payment which will require the dissenting shareholder to certify whether or not
he beneficially owned the

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<PAGE> 92
shares prior to November 3, 1993, the date of the first announcement to the
news media of the terms of the proposed Merger. The Dissenters' Notice will
also set a date by which LIBERTY must receive the payment demand and the
LIBERTY share certificates from the shareholder (which date may not be fewer
than thirty days, nor more than sixty days, after the date the Dissenters'
Notice is delivered). Finally, the Dissenters' Notice will be accompanied by a
copy of Subtitle 13 of the Kentucky Business Corporation Act.

A shareholder who is sent a Dissenters' Notice must demand payment for his
shares of LIBERTY Common Stock from LIBERTY, certify that he acquired
beneficial ownership of such shares before November 3, 1993, and deposit his
certificates for such shares in accordance with the terms of the Dissenters'
Notice. A dissenting shareholder who demands payment and deposits his share
certificates with LIBERTY will retain all other rights of a shareholder until
these rights are canceled or modified by the consummation of the proposed
Merger. A shareholder who fails to submit a completed demand for payment and
to deposit his share certificates with LIBERTY by the date set in the
Dissenters' Notice shall not be entitled to payment for his shares.

If LIBERTY receives a properly executed demand for payment from a dissenting
shareholder, accompanied by such shareholder's certificates for shares of
LIBERTY Common Stock and by certification by the shareholder that he was the
beneficial owner of the shares prior to November 3, 1993, LIBERTY must pay such
shareholder the amount LIBERTY estimates to be the fair value of the shares
(plus accrued interest) within sixty days after the date set in the Dissenters'
Notice for demanding payment. Fair value is defined under Subtitle 13 of the
Kentucky Business Corporation Act to mean the value of the shares immediately
before the effectuation of the corporate action to which the dissenting
shareholder objects, excluding any appreciation or depreciation in anticipation
of the corporate action unless exclusion would be inequitable. In addition, if
LIBERTY makes such payment after the proposed Merger has occurred, LIBERTY must
pay the shareholder interest on the fair value of the shares from the effective
date of the Merger until the date LIBERTY pays the shareholder. LIBERTY may
withhold payment for shares which were purchased after November 3, 1993 and
instead may send an offer to pay the fair value of the shares plus accrued
interest from the effective date of the Merger until payment is made. LIBERTY
must pay any such dissenter who accepts the offer. The aforesaid payment by
LIBERTY or offer of payment will be accompanied by corporate financial
information and statements describing how LIBERTY estimated fair value and how
it calculated interest and the dissenter's right to demand payment of an
additional amount if dissatisfied with LIBERTY's payment or offer of payment.

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A shareholder who is not satisfied by LIBERTY's payment must notify LIBERTY in
writing, within thirty days after LIBERTY's offer of payment, of his own
estimate of fair value and accrued interest, and demand payment of such
estimate (less any payment already received from LIBERTY).

A dissenter who acquired LIBERTY shares after November 3, 1993, can reject
LIBERTY's offer of payment and demand payment of the fair value of his shares
plus accrued interest, if he believes the amount offered by LIBERTY is less
than the fair value of the shares. To properly reject LIBERTY's offer, the
dissenter must notify LIBERTY in writing of his intent to reject its offer
within thirty days after LIBERTY offered payment for the shares.

If LIBERTY and the dissenting shareholder cannot agree to an estimate of fair
value and the shareholder's demand for payment of his estimate of fair value
remains unsettled, LIBERTY has sixty days after receipt of the shareholder's
demand for payment of his estimate of fair value to commence a proceeding in
the Circuit Court of Jefferson County, Kentucky, and petition the court to
determine fair value of the shares and accrued interest. Each dissenting
shareholder whose demand remains unsettled must be made a party to this
proceeding and shall be entitled to judgment for the court's determination of
fair value and accrued interest (less any payment received from LIBERTY). If
LIBERTY fails to initiate a court proceeding to establish fair value and
accrued interest of the shares within sixty days after receiving a
shareholder's demand for payment of his estimate of fair value, LIBERTY must
pay each dissenting shareholder whose demand remains unsettled the amount the
shareholder demanded.

The court in such an appraisal proceeding shall determine all costs of the
proceeding, including the reasonable compensation and expenses of appraisers
appointed by the court, and shall assess said costs against LIBERTY, unless the
court finds that the dissenting shareholder(s) acted arbitrarily, vexatiously,
or not in good faith in demanding payment, in which case the court may assess
costs against all or some of the dissenting shareholder(s). The court may also
assess the fees and expenses of counsel and experts for the respective parties,
in amounts the court finds equitable, against either LIBERTY or the dissenting
shareholder(s), based upon whether LIBERTY substantially complied with the
requirements set forth above and based upon whether LIBERTY or a dissenting
shareholder acted arbitrarily, vexatiously or not in good faith.

If LIBERTY does not complete the proposed Merger within sixty (60) days after
the date set for demanding payment and depositing share certificates in the
Dissenters' Notice, LIBERTY must return the deposited certificates. If LIBERTY
later completes the proposed Merger, it must send a new Dissenters' Notice and
repeat the

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payment demand procedure.

It is recommended that all required documents which are to be delivered by mail
be sent registered or certified with return receipt requested.

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, 1994, incorporated herein by reference to BANC ONE's
Annual Report on Form 10-K for the year ended December 31, 1993. See
"INCORPORATION BY REFERENCE."

Management and Principal Shareholders of LIBERTY

Information concerning the directors and executive officers of LIBERTY,
together with information related to principal shareholders of LIBERTY, is set
forth in LIBERTY's Proxy Statement, dated March 18, 1994, incorporated by
reference to LIBERTY's Annual Report of Form 10-K for the year ended December
31, 1993. See "INCORPORATION BY REFERENCE."

LIBERTY's directors and officers as a group and each beneficial owner of 5% or
more of the outstanding shares of LIBERTY Common Stock except Liberty National
Bank and Trust Company of Kentucky are expected to beneficially own less than
1% of the shares of BANC ONE Common Stock outstanding after the Merger.
Liberty National Bank and Trust Company of Kentucky, as Trustee for the Liberty
1992 Restated Thrift Plan and in other fiduciary capacities, is expected to
beneficially own less than 2% of the shares of BANC ONE Common Stock
outstanding after the Merger.

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EXHIBIT A

[Opinion of Goldman, Sachs & Co.]

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EXHIBIT B

DISSENTERS' RIGHTS UNDER KENTUCKY LAW

271B.13-010. Definitions. - As used in this subtitle:

(1) "Corporation" means the issuer of the shares held by a
dissenter before the corporate action, or the surviving or acquiring
corporation by merger or share exchange of that issuer.

(2) "Dissenter" means a shareholder who is entitled to dissent
from corporate action under KRS 271B.13-020 and who exercises that right when
and in the manner required by KRS 271B.13-200 to 271B.13-280.

(3) "Fair value", with respect to a dissenter's shares, means the
value of the share immediately before the effectuation of the corporate action
to which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be inequitable. In
any transaction subject to the requirements of KRS 271B.12-210 or exempted by
KRS 271B. 12-220(2), "fair value" shall be at least an amount required to be
paid under KRS 271B.12-220(2) in order to be exempt from the requirements of
KRS 271B.12-210.

(4) "Interest" means interest from the effective date of the
corporation action until the date of payment, at the average rate currently
paid by the corporation on its principal bank loans or, if none, at a rate that
is fair and equitable under all the circumstances.

(5) "Record shareholder" means the person in whose name shares
are registered in the records of a corporation or the beneficial owner of
shares to the extent of the rights granted by a nominee certificate on file
with a corporation.

(6) "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.

(7) "Shareholder" means the record shareholder or the beneficial
shareholder.

271B.13-020. Right to dissent. - (1) A shareholder shall be entitled to dissent
from, and obtain payment of the fair value of his shares in the event of, any
of the following corporate actions:

(a) Consummation of a plan of merger to which the
corporation is a party:

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1. If shareholder approval is required for the
merger by KRS 271B.11-040 or the articles of
incorporation and the shareholder is entitled to vote on
the merger; or

2. If the corporation is a subsidiary that is
merged with its parent under KRS 271B.11-040;

(b) Consummation of a plan of share exchange to
which the corporation is a party as the corporation whose shares
will be acquired, if the shareholder is entitled to vote on the
plan;

(c) Consummation of a sale or exchange of all, or
substantially all, of the property of the corporation other than
in the usual and regular course of business, if the shareholder
is entitled to vote on the sale or exchange, including a sale in
dissolution, but not including a sale pursuant to court order or
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 (1) year after the date of sale;

(d) An amendment of the articles of incorporation
that materially and adversely affects rights in respect of a
dissenter's shares because it:

1. Alters or abolishes a preferential right of the
shares to a distribution or in dissolution;

2. Creates, alters, or abolishes a right in respect
of redemption, including a provision respecting a
sinking fund for the redemption or repurchase, of the
shares;

3. Excludes or limits the right of the shares to
vote on any matter other than a limitation by dilution
through issuance of shares or other securities with
similar voting rights; or

4. Reduces the number of shares owned by the
shareholder to a fraction of a share if the fractional
share so created is to be acquired for cash under KRS
271B.6-040;

(e) Any transaction subject to the requirements of
KRS 271B.12-210 or exempted by KRS 271B.12-220(2); or

(f) Any corporate action taken pursuant to a
shareholder vote to the extent the articles of

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incorporation, bylaws, or a resolution of the board of directors
provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.

(2) A shareholder entitled to dissent and obtain payment for his
shares under this chapter shall not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.

271B.13-030. 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 he shall dissent with respect to all shares
beneficially owned by any one (1) person and notify the corporation in writing
of the name and address of each person on whose behalf he asserts dissenters'
rights. The rights of a partial dissenter under this subsection shall be
determined as if the shares as to which he dissents and his other shares 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) He submits to the corporation the record
shareholder's written consent to the dissent not later than the
time the beneficial shareholder asserts dissenters' rights; and

(b) He does so with respect to all shares of which
he is the beneficial shareholder or over which he has power to
direct the vote.

271B.13-200. Notice of dissenters' rights. - (1) If proposed corporate action
creating dissenters' rights under KRS 271B. 13-020 is submitted to a vote at a
shareholders' meeting, the meeting notice must state that shareholders are or
may be entitled to assert dissenters' rights under this subtitle and the
corporation shall undertake to provide a copy of this subtitle to any
shareholder entitled to vote at the shareholders' meeting upon request of that
shareholder.

(2) If corporate action creating dissenters' rights under KRS
271B.13-020 is taken without a vote of shareholders, the corporation shall
notify in writing all shareholders entitled to assert dissenters' rights that
the action was taken and send them the dissenters' notice described in KRS
271B.13-220.

271B.13-210. Notice of intent to demand payment - (1) If proposed corporate
action creating dissenters' rights under KRS 271B.13-020

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is submitted to a vote at a shareholders' meeting, a shareholder who wishes to
assert dissenters' rights:

(a) Shall deliver to the corporation before the vote
is taken written notice of his intent to demand payment for his
shares if the proposed action is effectuated; and

(b) Shall not vote his shares in favor of the
proposed action.

(2) A shareholder who does not satisfy the requirements of
subsection (1) of this section shall not be entitled to payment for his shares
under this chapter.

271B.13-220. Dissenters' notice. - (1) If proposed corporate action creating
dissenters' rights under KRS 271B.13-020 is authorized at a shareholders'
meeting, the corporation shall deliver a written dissenters' notice to all
shareholders who satisfied the requirements of KRS 271B.13-210.

(2) The dissenters' notice shall be sent no later than ten (10)
days after the date the proposed corporate action was authorized by the
shareholders, or, if no shareholder authorization was obtained, by the board of
directors, and shall:

(a) State where the payment demand must be sent and
where and when certificates for certificated shares must be
deposited;

(b) Inform holders of uncertificated shares to what
extent transfer of the shares will be restricted after the
payment demand is received;

(c) Supply a form for demanding payment that
includes the date of the first announcement to news media or to
shareholders of the terms of the proposed corporate action and
requires that the person asserting dissenters' rights certify
whether or not he acquired beneficial ownership of the shares
before that date;

(d) Set a date by which the corporation must receive
the payment demand, which date may not be fewer than thirty (30),
nor more than sixty (60) days after the date the notice provided
in subsection (1) of this section is delivered; and

(e) Be accompanied by a copy of this subtitle.

271B.13-230. Duty to demand payment. - (1) A shareholder who is sent a
dissenters' notice described in KRS 271B. 13-220 shall

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demand payment, certify whether he acquired beneficial ownership of the shares
before the date required to be set forth in the dissenters' notice pursuant to
subsection (2)(c) of KRS 271B.13-220, and deposit his certificates in
accordance with the terms of the notice.

(2) The shareholder who demands payment and deposits his share
certificates under subsection (1) of this section shall retain all other rights
of a shareholder until these rights are canceled or modified by the taking of
the proposed corporate action.

(3) A shareholder who does not demand payment or deposit his
share certificates where required, each by the date set in the dissenters'
notice, shall not be entitled to payment for his shares under this subtitle.

271B.13-240. Share restrictions. - (1) The corporation may restrict the
transfer of uncertificated shares from the date the demand for their payment is
received until the proposed corporate action is taken or the restrictions
released under KRS 271B.13-260.

(2) The person for whom dissenters' rights are asserted as to
uncertificated shares shall retain all other rights of a shareholder until
these rights are canceled or modified by the taking of the proposed corporate
action.

271B.13-250. Payment. - (1) Except as provided in KRS 271B. 13-270, as soon as
the proposed corporate action is taken, or upon receipt of a payment demand,
the corporation shall pay each dissenter who complied with KRS 271B.13-230 the
amount the corporation estimates to be the fair value of his shares, plus
accrued interest.

(2) The payment shall be accompanied by:

(a) The corporation's balance sheet as of the end of
a fiscal year ending not more than sixteen (16) months before the
date of payment, an income statement for that year, a statement
of changes in shareholders' equity for that year, and the latest
available interim financial statements, if any;

(b) A statement of the corporation's estimate of
the fair value of the shares;

(d) A statement of the dissenter's right to demand

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payment under KRS 271B.13-280.

271B.13-260. Failure to take action. - (1) If the corporation does not take the
proposed action within sixty (60) days after the date set for demanding payment
and depositing share certificates, the corporation shall return the deposited
certificates and release the transfer restrictions imposed on uncertificated
shares.

(2) If after returning deposited certificates and releasing
transfer restrictions, the corporation takes the proposed action, it shall send
a new dissenters' notice under KRS 271B.13-220 and repeat the payment demand
procedure.

271B.13-270. After-acquired shares. - (1) A corporation may elect to withhold
payment required by KRS 271B.13-250 from a dissenter unless he was the
beneficial owner of the shares before the date set forth in the dissenters'
notice as the date of the first announcement to news media or to shareholders
of the terms of the proposed corporate action.

(2) To the extent the corporation elects to withhold payment
under subsection (1) of this section, after taking the proposed corporate
action, it shall estimate the fair value of the shares, plus accrued interest,
and shall pay this amount to each dissenter who agrees to accept it in full
satisfaction of his demand. The corporation shall send with its offer a
statement of its estimate of the fair value of the shares, an explanation of
how the interest was calculated, and a statement of the dissenter's right to
demand payment under KRS 271B.13-280.

271B.13-280. Procedure if shareholder dissatisfied with payment or offer. - (1)
A dissenter may notify the corporation in writing of his own estimate of the
fair value of his shares and amount of interest due, and demand payment of his
estimate (less any payment under KRS 271B.13- 250), or reject the corporation's
offer under KRS 271B.13-270 and demand payment of the fair value of his shares
and interest due, if:

(a) The dissenter believes that the amount paid
under KRS 271B.13-250 or offered under KRS 271B.13-270 is less
than the fair value of his shares or that the interest due is
incorrectly calculated;

(b) The corporation fails to make payment under KRS
271B.13-250 within sixty (60) days after the date set for
demanding payment; or

(c) The corporation, having failed to take the
proposed action, does not return the deposited certificates or
release the transfer restrictions imposed on uncertificated
shares within sixty (60) days after the

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date set for demanding payment.

(2) A dissenter waives his right to demand payment under this
section unless he shall notify the corporation of his demand in writing under
subsection (1) of this section within thirty (30) days after the corporation
made or offered payment for his shares.

271B.13-300. Court action. - (1) If a demand for payment under KRS 271B.13-280
remains unsettled, the corporation shall commence a proceeding within sixty
(60) days after receiving the payment demand and petition the court to
determine the fair value of the shares and accrued interest. If the corporation
does not commence the proceeding within the sixty (60) day period, it shall pay
each dissenter whose demand remains unsettled the amount demanded.

(2) The corporation shall commence the proceeding in the circuit
court of the county where a corporation's principal office (or, if none in this
state, 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 (whether or not
residents of this state) whose demands remain unsettled parties to the
proceeding as in an action against their shares and all parties shall be served
with a copy of the petition. Nonresidents may be served by registered or
certified mail or by publication as provided by law.

(4) The jurisdiction of the court in which the proceeding is
commenced under subsection (2) of this section shall be plenary and exclusive.
The court may appoint one (1) 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 appointing them, or in any amendment to it. The
dissenters shall be entitled to the same discovery rights as parties in other
civil proceedings.

(5) Each dissenter made a party to the proceeding shall be
entitled to judgment:

(a) For the amount, if any, by which the court finds
the fair value of his shares, plus interest, exceeds the amount
paid by the corporation; or

(b) For the fair value, plus accrued interest, of
his after-acquired shares for which the corporation elected to
withhold payment under KRS 271B.13-270.

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271B.13-310. Court costs and counsel fees. - (1) The court in an appraisal
proceeding commenced under KRS 271B.13-300 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
the dissenters acted arbitrarily, vexatiously, or not in good faith in
demanding payment under KRS 271B. 13-280.

(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 courts finds the corporation did not
substantially comply with the requirements of KRS 271B. 13-200 to
271B.13-280; or

(b) Against either the corporation or a dissenter,
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 subtitle.

(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 these counsel reasonable fees to be paid
out of the amounts awarded the dissenters who were benefitted.

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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 Regulations. 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 as of November 2, 1993, by and among
Liberty National Bancorp, Inc., Aaron Acquisition Corporation and
BANC ONE CORPORATION.

2.2 Option Agreement dated as of November 2, 1993, by and between
Liberty National Bancorp, Inc. and BANC ONE CORPORATION.

2.3 Form of Proxy Card to be used by Liberty National Bancorp, Inc.

2.4 First Agreement Amending Merger Agreement dated as of May 19,
1994, by and among Liberty National Bancorp, Inc., Aaron
Acquisition Corporation and BANC ONE CORPORATION.

2.5 Proposed Amendment to Merger Agreement and Plan of Merger to be
submitted to shareholders of Liberty National Bancorp, Inc. (not
executed or approved by BANC ONE

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CORPORATION or Aaron Acquisition Corporation).

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 Lee S. Adams, Deputy General Counsel for BANC ONE
CORPORATION, regarding the legality of securities being offered,
including consent.

8 Opinion of Squire, Sanders & Dempsey regarding the Federal income
tax consequences of the Merger, including consent.

23.1 Consent of Coopers & Lybrand.

23.2 Consent of Lee S. Adams, Deputy General Counsel for BANC ONE
Corporation (included in Exhibit 5 hereto).

23.3 Consent of Squire, Sanders & Dempsey (included in Exhibit 8
hereto).

24 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.

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(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 (b) 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.

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(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:

PROVIDED, HOWEVER that paragraphs (g)(1)(i) and
(g)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-

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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.

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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 May 31, 1994.

BANC ONE CORPORATION

By: /s/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:

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John B. McCoy Chairman of the Board
- --- ---- -- ----- (Principal Executive
John B. McCoy Officer & Director) May 31, 1994

/s/ Donald L. McWhorter President and May 31, 1994
- ----------------------- Director
Donald L. McWhorter
</TABLE>

II-6
<PAGE> 110
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Frederick L. Cullen Senior Vice President May 31, 1994
- ----------------------- (Principal Financial
Frederick L. Cullen Officer)
o, 1994

/s/ William C. Leiter Controller (Principal May 31, 1994
- --------------------- Accounting Office)
William C. Leiter

/s/ Charles E. Exley Director May 31, 1994
- --------------------
Charles E. Exley

/s/ E. Gordon Gee Director May 31, 1994
- -----------------
E. Gordon Gee

/s/ John R. Hall Director May 31, 1994
- ----------------
John R. Hall

/s/ Laban P. Jackson, Jr. Director May 31, 1994
- -------------------------
Laban P. Jackson, Jr.

/s/ John G. McCoy Director May 31, 1994
- -----------------
John G. McCoy

/s/ Rene C. McPherson Director May 31, 1994
- ---------------------
Rene C. McPherson

/s/ Thekla R. Shackelford Director May 31, 1994
- -------------------------
Thekla R. Shackelford

/s/ Alex Shumate Director May 31, 1994
- ----------------
Alex Shumate

/s/ Frederick P. Stratton, Jr. Director May 31, 1994
- ------------------------------
Frederick P. Stratton, Jr.

_________________________ Director
- -------------------------
Romeo J. Ventres

/s/ Robert D. Walter Director May 31, 1994
- --------------------
Robert D. Walter
</TABLE>

II-7
<PAGE> 111
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
2.1 Merger Agreement dated as of November 2, 1993, by and among
Liberty National Bancorp, Inc., Aaron Acquisition Corporation and
BANC ONE CORPORATION.

2.2 Option Agreement dated as of November 2, 1993, by and between
Liberty National Bancorp, Inc. and BANC ONE CORPORATION.

2.3 Form of Proxy Card to be used by Liberty National Bancorp, Inc.

2.4 First Agreement Amending Merger Agreement dated as of May 19,
1994, by and among Liberty National Bancorp, Inc., Aaron
Acquisition Corporation and BANC ONE CORPORATION.

2.5 Proposed Amendment to Merger Agreement and Plan of Merger to be
submitted to shareholders of Liberty National Bancorp, Inc. (not
executed or approved by BANC ONE CORPORATION or Aaron Acquisition
Corporation).

5 Opinion of Lee S. Adams, Deputy General Counsel for BANC ONE
CORPORATION, regarding the legality of securities being offered,
including consent.

8 Opinion of Squire, Sanders & Dempsey regarding the Federal income
tax consequences of the Merger, including consent.

23.1 Consent of Coopers & Lybrand.

23.2 Consent of Lee S. Adams, Deputy General Counsel for BANC ONE
Corporation (included in Exhibit 5 hereto).

23.3 Consent of Squire, Sanders & Dempsey (included in Exhibit 8
hereto).

24 Power of attorney is included elsewhere in Part II of this
Registration Statement.
</TABLE>

<PAGE> 1

MERGER AGREEMENT
BETWEEN

LIBERTY NATIONAL BANCORP, INC.
AND

AARON ACQUISITION CORPORATION
AND JOINED IN BY

BANC ONE CORPORATION

Ex 2.1-1
<PAGE> 2

<TABLE>
TABLE OF CONTENTS TO MERGER AGREEMENT
-------------------------------------

Page
----
<S> <C>
RECITALS............................................................

Section 1. Merger................................................. 3
Section 2. Name................................................... 3
Section 3. Business............................................... 3
Section 4. Effective Time of Merger; Articles of Incorporation.... 4
Section 5. Effect of Merger....................................... 4
Section 6. Liabilities upon Merger; Service of Process............ 4
Section 7. Conversion of Shares................................... 5
Section 8. Board of Directors and Employees; Name Changes......... 10
Section 9. Employee Benefits...................................... 11
Section 10. Undertakings of the Parties............................ 11
Section 11. Dissenting Shareholders................................ 19
Section 12. Tax Opinion............................................ 19
Section 13. Representations and Warranties of BANC ONE............. 20
Section 14. Representations and Warranties of ACQUISITION CORP. ... 30
Section 15. Representations and Warranties of LIBERTY.............. 32
Section 16. Action by LIBERTY Pending Effecting Time............... 44
Section 17. Action by BANC ONE Pending Effective Time.............. 50
Section 18. Conditions to Obligations of BANC ONE and
ACQUISITION CORP. .................................. 51
Section 19. Conditions to Obligations of LIBERTY................... 54
Section 20. Conditions to Obligations of All Parties............... 57
Section 21. Option to Purchase..................................... 58
Section 22. Indemnification........................................ 58
Section 23. Non-Survival of Representations and Warranties......... 62
Section 24. Governing Law.......................................... 62
Section 25. Assignment............................................. 62
Section 26. Satisfaction of Conditions; Termination................ 63
Section 27. Waivers; Amendments.................................... 68
Section 28. Entire Agreement....................................... 68
Section 29. Captions; Counterparts................................. 69
Section 30. Notices................................................ 69

SIGNATURES.......................................................... 71

EXHIBIT A - LIBERTY Subsidiaries List
EXHIBIT B - Plan of Merger
EXHIBIT C - Form of Undertaking by Affiliates
EXHIBIT D - Opinion of Counsel for LIBERTY
EXHIBIT E - Opinion of Counsel for BANC ONE and ACQUISITION CORP.
EXHIBIT F - Option to Purchase

</TABLE>

Ex 2.1-2

<PAGE> 3

MERGER AGREEMENT

MERGER AGREEMENT dated as of November 2, 1993 (hereinafter called the
"Merger Agreement"), between LIBERTY NATIONAL BANCORP, INC. (hereinafter called
"LIBERTY") and AARON ACQUISITION CORPORATION (hereinafter called "ACQUISITION
CORP.") and joined in by BANC ONE CORPORATION (hereinafter called "BANC ONE").

WITNESSETH:

LIBERTY is a corporation duly organized under the laws of the Commonwealth
of Kentucky. Its principal office is located at 416 West Jefferson Street,
Louisville, Jefferson County, Kentucky. As of September 30, 1993, LIBERTY had
authorized capital stock consisting of 60,000,000 shares of common stock
("LIBERTY Common"), of which a total of 25,449,568 shares were issued and
outstanding and none of which were shares of treasury stock owned by LIBERTY,
and 10,000,000 shares of preferred stock, of which no shares are issued or
outstanding. Except as set forth in EXHIBIT A hereto, LIBERTY, or a subsidiary
of LIBERTY, owns, beneficially and of record, all of the issued and outstanding
capital stock of the banks listed in EXHIBIT A hereto (the "Banks") and of the
corporations listed in EXHIBIT A hereto (the "Companies"). The Banks and the
Companies are hereinafter referred to collectively as "Subsidiaries" and each,
sometimes, as a "Subsidiary."

ACQUISITION CORP. is a corporation duly organized under the laws of the
Commonwealth of Kentucky. Its principal office is located in Louisville,
Jefferson County, Kentucky. As of the date of this Agreement, ACQUISITION CORP.
had capital stock of $500 divided into 500 shares of common stock ("ACQUISITION
CORP. Common"), all of which were issued and outstanding. ACQUISITION CORP. is a
wholly owned subsidiary of BANC ONE.

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 September 30, 1993 BANC ONE had capital stock of
$1,705,232,000, divided into 600,000,000 shares of common stock, without par
value ("BANC ONE Common"), 341,046,391 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 September 30, 1993, BANC ONE had surplus of
$2,637,410,000 undivided profits, including capital reserves, of $2,165,323,000,
and total consolidated assets of $76,419,926,000. BANC ONE holds all of the
issued and outstanding shares of capital stock of BANK ONE, LEXINGTON, NATIONAL
ASSOCIATION (hereinafter referred to as "BANK ONE LEXINGTON."

The respective Boards of Directors of LIBERTY, ACQUISITION CORP. and BANC
ONE have each approved this Merger Agreement and the consummation of the
transactions contemplated hereby and have approved the execution and delivery of
this Merger Agreement. This Merger Agreement provides for the merger of
ACQUISITION CORP. with and into LIBERTY upon the terms and conditions of this
Merger Agreement (the "Merger"). LIBERTY will be the surviving corporation of
the Merger. From and after the time the Merger shall become effective as set
forth 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 LIBERTY Common. It is understood by
each of the parties hereto that BANC ONE seeks, as a result of the Merger, to
acquire LIBERTY, the Banks and the Companies and all of their respective
operating assets and liabilities. 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 Merger. Except as may be required upon application
of Section 7(e), Section 7(f) and/or Section 26(e) of this Merger Agreement,
BANC ONE will issue not more than 22,452,587 shares of BANC ONE Common in
connection with the transactions contemplated by this Merger Agreement.

Prior to, concurrent with or following the Merger, BANC ONE will, upon
receipt of any necessary approval of the Board of Governors of the Federal
Reserve System (the "Board"), transfer all of the capital stock of BANK ONE
LEXINGTON to, as appropriate, ACQUISITION CORP. or the entity resulting from

Ex.2.1-3
<PAGE> 4

the Merger of ACQUISITION CORP. and LIBERTY. Following the Merger and the
transfer of the capital stock of BANK ONE LEXINGTON to ACQUISITION CORP. or
LIBERTY, LIBERTY's subsidiary bank, LIBERTY NATIONAL BANK AND TRUST COMPANY OF
KENTUCKY (hereinafter "LNB") and BANK ONE LEXINGTON will effect a sale by LNB
and a purchase by BANK ONE LEXINGTON of LNB's offices in the greater Lexington,
Kentucky area, together with a purchase of the assets and assumption of the
liabilities associated therewith (the "Bank P&A") in accordance with the terms
of a branch purchase agreement between LNB and BANK ONE LEXINGTON, to be drafted
by BANC ONE and reasonably satisfactory to LIBERTY (the "Bank P&A Agreement").
The Board of Directors and executive officers of BANK ONE LEXINGTON, as the
surviving bank following the Bank P&A, will be composed of those persons serving
as directors and executive officers of BANK ONE LEXINGTON immediately prior to
the Bank P&A, provided, however, that it is anticipated that one or more persons
designated by LIBERTY, satisfactory to BANC ONE, shall serve on the Board of
Directors of BANK ONE LEXINGTON following the Bank P&A until the next annual
meeting of shareholders at which their respective successors are elected and
qualified.

In consideration of the premises, LIBERTY, BANC ONE and ACQUISITION CORP.
hereby make this Merger Agreement and prescribe the terms and conditions of the
Merger and the mode of carrying the Merger into effect as follows:

1. MERGER. Subject to the terms and conditions hereinafter set forth in
this Merger Agreement and the Plan of Merger and Reorganization attached hereto
as Exhibit B (the "Plan of Merger"), ACQUISITION CORP. shall be merged with and
into LIBERTY pursuant to and in accordance with applicable provisions of the
Kentucky Revised Statutes.

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 KENTUCKY CORPORATION."

3. BUSINESS. The business of LIBERTY 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 Commonwealth of Kentucky and shall have
its principal office at 416 West Jefferson Street, Louisville, Kentucky.

4. EFFECTIVE TIME OF MERGER; ARTICLES OF INCORPORATION. The Merger shall
become effective in accordance with the provisions of sec.271B.11-050 of the
Kentucky Revised Statutes, upon the filing of appropriate articles of merger
and/or other appropriate documents with the Kentucky Secretary of State as
provided in sec.271B.11-050 and other applicable sections of the Kentucky
Revised Statutes (the "Effective Time").

The Articles of Incorporation of LIBERTY in effect immediately prior to the
Effective Time shall be the Articles of Incorporation of the Surviving
Corporation, and the By-Laws of LIBERTY in effect immediately prior to the
Effective Time shall be the By-Laws of the Surviving Corporation, except as set
forth in the Plan of Merger.

5. EFFECT OF MERGER. At the Effective Time, (i) ACQUISITION CORP. shall
merge into LIBERTY and the separate existence of ACQUISITION CORP. shall cease,
(ii) the title to all real estate and other property owned by ACQUISITION CORP.
and LIBERTY shall be vested in LIBERTY, as the Surviving Corporation, without
reversion or impairment, (iii) LIBERTY, as the Surviving Corporation, shall have
all liabilities of ACQUISITION CORP. and LIBERTY, (iv) a proceeding pending
against ACQUISITION CORP. or LIBERTY may be continued as if the Merger did not
occur or LIBERTY, as the Surviving Corporation, may be substituted in the
proceeding for ACQUISITION CORP., (v) the Articles of Incorporation of LIBERTY
shall be amended to the extent provided in this Merger Agreement and the Plan of
Merger, and (vi) the shares of ACQUISITION CORP. and LIBERTY shall be converted
as provided in this Merger Agreement and the Plan of Merger, and the former
holders of these shares shall be entitled only to the rights provided in this
Merger Agreement and the Plan of Merger or to their rights under Kentucky
Revised Statutes Chapter 271B Subtitle 13.

Ex.2.1-4
<PAGE> 5

6. LIABILITIES UPON MERGER; SERVICE OF PROCESS. The Surviving Corporation
shall be responsible for all of the liabilities of every kind and description of
LIBERTY and ACQUISITION CORP. existing as of the Effective Time, except as may
be specifically provided otherwise in this Merger Agreement.

7. CONVERSION OF SHARES.

(a) At the Effective Time:

(i) Each of the not more than 26,662,613 shares of LIBERTY Common (the
"LIBERTY Maximum") that shall be issued and outstanding immediately prior
to the Effective Time (except for shares of LIBERTY Common subject to the
rights, if any, of a dissenting shareholder and not including any shares
carried by LIBERTY as treasury shares) (the "LIBERTY Conversion 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). LIBERTY's shareholders of record at the Effective
Time for the LIBERTY Conversion 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 multiplied by the BANC ONE
Average Price (as hereinafter defined) shall equal the product of (x) the
number of LIBERTY Conversion Shares multiplied by (y) $35.00 (such product
is hereinafter referred to as the "Exchange Value"), subject, however, to
(i) the provisions of this Section 7(a) with respect to the minimum and
maximum number of shares to be exchanged, (ii) the anti-dilution provisions
of Sections 7(e) and 7(f) of this merger Agreement, (iii) provisions set
forth in Section 7(c) herein relative to fractional shares and (iv) the
provisions of Section 26(e).

The term "Valuation Period" shall mean the fifteen consecutive days on
which shares of BANC ONE Common are traded on the New York Stock Exchange
(the "NYSE") ending on the eighth NYSE trading day immediately prior to the
Effective Time.

The term "BANC ONE Average Price" shall mean the average of the
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 shall then be divided into the
Exchange Value to establish (to the nearest whole share) the aggregate
number of shares of BANC ONE Common into which all of the LIBERTY
Conversion Shares shall be converted at the Effective Time. The Exchange
Rate shall be such number of shares of BANC ONE Common divided by the
number of LIBERTY Conversion Shares, with the quotient therefrom, rounded
to four decimal places; provided, however, that, if prior to the Effective
Time all outstanding options on shares of LIBERTY Common have been
exercised and LIBERTY has acquired its pending affiliate, First Federal
Savings Bank, Hopkinsville, Kentucky ("First Federal") and has converted
options on shares of First Federal stock ("First Federal Options") into
LIBERTY options which have subsequently been exercised, the total number of
shares of BANC ONE Common into which all such shares of LIBERTY Common
shall be converted shall not be fewer than 21,207,442 nor more than
22,452,587 shares. In no event shall the Exchange Rate (the rate each share
of LIBERTY Common is to be converted) be less than 0.7954 or more than
0.8421 share of BANC ONE Common.

The Exchange Rate and other factors used to determine or limit the
Exchange Rate are subject to adjustment in accordance with the provisions
of Sections 7(e), 7(f) and 26(e) of this Merger Agreement.

(ii) Each of the 500 shares of ACQUISITION CORP. Common issued and
outstanding immediately prior to the Effective Time shall be converted into
and become one issued and outstanding share of common stock of the
Surviving Corporation, all of which shall be owned of record by BANC ONE.

(iii) All shares of LIBERTY Common held by LIBERTY as treasury stock
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 Merger shall be
allocated to the holders of record of LIBERTY Conversion Shares with such shares
of BANC ONE Common to be equal to the number

Ex.2.1-5
<PAGE> 6

of shares of LIBERTY Conversion Shares outstanding immediately prior to the
Effective Time multiplied by the Exchange Rate. The Exchange Rate will be
calculated by the following formula: (i) the Exchange Value, (ii) divided by the
number of issued and outstanding LIBERTY Conversion Shares, which quotient is
(iii) further divided by the BANC ONE Average Price during the Valuation Period;
provided, however, that for purposes of this Merger Agreement and the
calculations herein required, said BANC ONE Average Price will be deemed not to
be greater than $44.00 nor less than $41.57 per share. Such allocation of BANC
ONE Common for each share of LIBERTY 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, to adjustments pursuant
to the anti-dilution provisions of Sections 7(e) and 7(f) and to adjustment
pursuant to Section 26(e).

(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 LIBERTY Common shall, upon surrender of the
certificate or certificates representing such LIBERTY 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 LIBERTY 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 LIBERTY Common in
exchange for and upon surrender for cancellation by such holders of a
certificate or certificates formerly representing shares of LIBERTY Common the
certificate(s) for shares of BANC ONE Common in accordance with the Exchange
Rate. Each certificate formerly representing LIBERTY Common (other than
certificates representing treasury shares or shares of LIBERTY 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 LIBERTY 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 LIBERTY 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 LIBERTY Common surrendered for
cancellation by each shareholder entitled to exchange shares of LIBERTY 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 LIBERTY Common for transfer (i) evidence to the
reasonable satisfaction of BANC ONE that any such certificate has been lost,
wrongfully taken or destroyed, and (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 to be lost,
wrongfully taken or destroyed and that he 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 LIBERTY Common.

Ex.2.1-6
<PAGE> 7

(e) If prior to the Effective Time BANC ONE shall declare a stock dividend
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 adjustment or adjustments will be
made in the Exchange Rate and other factors used to determine or limit the
Exchange Rate.

(f) If prior to the Effective Time BANC ONE shall declare a stock dividend
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,
whichever is applicable, is subsequent to the Valuation Period (as defined in
Section 7(a) of this Merger Agreement), appropriate adjustment or adjustments
will be made in the Exchange Rate and other factors used to determine or limit
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 AND EMPLOYEES; NAME CHANGES. The directors of
LIBERTY immediately prior to the Effective Time, together with one or more
persons selected by BANC ONE who currently serve on the Board of Directors of
BANK ONE LEXINGTON, shall 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
persons who are officers and employees of the Surviving Corporation immediately
following the Effective Time shall be the officers and employees of LIBERTY
immediately before the Effective Time with each such person to hold the same
office in the Surviving Corporation as held by such person in LIBERTY. The
directors, officers and employees of the Subsidiaries immediately following the
Effective Time shall be the directors, officers and employees of the respective
Subsidiaries immediately before the Effective Time; provided, however, that the
officers, directors and employees of bank resulting from the Bank P&A shall be
as set forth in the Bank P&A Agreement.

LIBERTY will cooperate with BANC ONE in the procurement of requisite
corporate and regulatory approvals and will use its reasonable best efforts to
take such other steps as are appropriate and necessary to effect, at the request
of BANC ONE, changes in the name of each of the Subsidiaries to include the
words "BANK ONE" or "BANC ONE" so that such name changes will become effective
at the Effective Time or such later date as may be designated by BANC ONE.

9. EMPLOYEE BENEFITS. Following the Effective Time, the employee benefit
programs to be available and applicable to the employees of LIBERTY and the
Subsidiaries following the Effective Time shall be as described in and governed
by a Letter Agreement dated November 2, 1993, pertaining to benefits between
LIBERTY and BANC ONE (the "Benefits Agreement").

10. UNDERTAKINGS OF THE PARTIES. LIBERTY, ACQUISITION CORP. and BANC ONE
further agree as follows:

(a) This Merger Agreement and the Plan of Merger shall be submitted to
the shareholders of LIBERTY for approval at a meeting to be called and held
in accordance with applicable law and the Articles of Incorporation and
By-laws of LIBERTY. Such shareholders' meeting will be scheduled to be held
approximately 40 days following the mailing by LIBERTY of its proxy
statement to its shareholders, which mailing will promptly follow 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). LIBERTY 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 under appropriate provisions of Section 3 of the
Bank Holding Company Act of 1956, as amended, and, if necessary, to the

Ex.2.1-7
<PAGE> 8

Commonwealth of Kentucky and/or the Indiana Department of Financial
Institutions (hereinafter sometimes referred to collectively as the "State
Regulators") for prior approval of the Merger and/or the proposed
acquisition of LIBERTY and/or one or more of the Subsidiaries by BANC ONE.
LIBERTY will furnish BANC ONE such information, appropriate
representations and documents as may be reasonably requested by BANC ONE
in connection therewith and will cooperate with BANC ONE in the
procurement of requisite corporate and regulatory approvals to effect the
Merger. BANC ONE will provide LIBERTY and its counsel with reasonable
opportunity to comment on the applications which it proposes to file in
connection with such regulatory approvals and will give due consideration
to any comments of LIBERTY and its counsel before making such filings.
BANC ONE will use its reasonable best efforts (such efforts shall include,
if necessary, a divestiture or offer or agreement to divest some or all of
the offices and/or related assets and/or liabilities of LNB and/or BANK
ONE LEXINGTON) to cause such applications to be approved by the Board and,
as required, one or more of the State Regulators and to obtain such other
regulatory consents and approvals as may be necessary to facilitate the
Merger, in each case as soon as possible, and will promptly provide
LIBERTY with copies of all such applications together with correspondence
to or from the Board and the State Regulators related thereto.

(c) After receipt of the Board's prior approval of BANC ONE's
acquisition of LIBERTY, after approval of the Merger, the acquisition
and/or any part thereof, if required, by any State Regulator, and after the
approval of the Merger by the shareholders of LIBERTY, as provided in
Section 10(a), BANC ONE shall designate (by giving notice to LIBERTY) the
date as of which BANC ONE desires the Merger to become effective and,
except as otherwise provided in this Section 10(c), the Effective Time
shall occur at the time and on the date so designated, subject to Section
26 of this Merger Agreement. In no event will the date designated by BANC
ONE as the Effective Time be sooner than the later of (i) the eighth NYSE
trading day after the date of BANC ONE's notice to LIBERTY or (ii) the day
following the day on which all approvals of the Board, the State Regulators
and the shareholders of LIBERTY shall 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 State
Regulators and the shareholders of LIBERTY shall have been received and any
required waiting periods with respect thereto have expired (the
"Designation Period"). Except as otherwise provided in this Section 10(c)
and subject to the termination provisions of Section 26 of this Merger
Agreement, in the event that BANC ONE does not designate the date and time
as of which BANC ONE desires the Merger to become effective, BANC ONE shall
be deemed to have designated the Effective Time to occur on the last day of
the Designation Period or as otherwise agreed by BANC ONE and LIBERTY in
writing.

(d) BANC ONE will promptly prepare and file with the SEC and use its
reasonable best efforts to cause to become effective as soon as possible, a
registration statement, including the related prospectus and proxy
statement referred to in Section 10(a) above (the "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. BANC ONE will provide LIBERTY and its counsel a
reasonable opportunity to comment on such proposed filings and will give
due consideration to any comments of LIBERTY and its counsel before making
any such filings. 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 as
soon as possible. 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 ACQUISITION CORP. 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
Merger contemplated by this Merger Agreement, (ii) all legal and other
expenses incurred by BANC ONE incident to the

Ex.2.1-8
<PAGE> 9

preparation and filing of the applications to the Board, the Office of the
Comptroller of the Currency (the "OCC"), the State Regulators and other
requests for regulatory consents and approvals with the appropriate bank
regulatory agencies as set forth in or contemplated by this Merger
Agreement or the Bank P&A Agreement and (iii) all legal and other
expenses, if any, incurred in connection with the registration and
qualification of BANC ONE Common under Federal and State securities laws.
The expenses to be assumed and paid by BANC ONE and/or ACQUISITION CORP.
shall not include any legal or other expenses incurred by LIBERTY in the
negotiation of the 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. LIBERTY shall be
responsible for its legal and accounting fees associated with the Proxy
Statement.

(f) All information furnished by or on behalf of LIBERTY to BANC ONE
or any of its representatives in connection with this Merger Agreement
(whether before or after the date of this Merger Agreement) will be kept
confidential by BANC ONE in accordance with the terms of that certain
letter agreement dated June 30, 1993 (the "Confidentiality Agreement")
between BANC ONE and LIBERTY. All information furnished by BANC ONE to
LIBERTY (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 LIBERTY
and will be used by LIBERTY and its directors, officers, employees and
representatives of its advisors 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 LIBERTY, required to be disclosed in any
document filed with the Securities and Exchange Commission, the Board, the
Office of Thrift Supervision, the State Regulators or any other
governmental agency or authority.

(g) BANC ONE will provide LIBERTY 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 ACQUISITION CORP. will furnish to LIBERTY all
information concerning BANC ONE and ACQUISITION CORP. reasonably required
by LIBERTY in connection with the preparation of proxy solicitation
materials for use in soliciting proxies in connection with the meeting of
LIBERTY's shareholders called for the purpose of voting on the Merger and
will promptly advise LIBERTY if BANC ONE determines that any of such
information is or becomes false or misleading in any material respect.
LIBERTY will furnish to BANC ONE all information concerning LIBERTY and the
Subsidiaries 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 LIBERTY 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 LIBERTY 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
ACQUISITION CORP. to approve and adopt the proposal to merge ACQUISITION
CORP. with LIBERTY at a meeting of the shareholders of ACQUISITION CORP.
held for such purpose or by means of a unanimous written consent of
ACQUISITION CORP. shareholders adopted in lieu of a meeting to approve the
Merger and approve this Merger Agreement.

Ex.2.1-9
<PAGE> 10

(k) BANC ONE will, prior to the time the Bank P&A becomes effective
pursuant to the Bank P&A Agreement, transfer direct ownership of the shares
of BANK ONE LEXINGTON to ACQUISITION CORP. and will, thereafter, if
appropriate and necessary, ratify and confirm the Bank P&A at a meeting of
the shareholders of BANK ONE LEXINGTON held for such purpose or by means of
a unanimous written consent of BANK ONE LEXINGTON shareholders adopted in
lieu of a meeting to approve the Bank P&A and the Bank P&A Agreement.

(l) For not less than the three-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.

(m) Each of BANC ONE, ACQUISITION CORP. and LIBERTY will use its
reasonable best efforts to cause the Merger to qualify for
pooling-of-interests accounting treatment.

(n) LIBERTY will use its reasonable best efforts to cause each person
who, in the joint opinion of counsel for BANC ONE and LIBERTY, is at the
Effective Time or was, at the time of LIBERTY's shareholders' meeting
referred to in Section 10 hereof, an "affiliate" of LIBERTY (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 C.

(o) BANC ONE will initiate a pre-acquisition investigation and review
of the books, records and facilities of LIBERTY and its Subsidiaries and
will complete such pre-acquisition investigation not later than 60 days
following the date of this Merger Agreement. BANC ONE shall advise LIBERTY
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 LIBERTY contained in this 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
LIBERTY and the Subsidiaries on a consolidated basis or (y) to deviate
materially and adversely from LIBERTY'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 26(c).

(p) LIBERTY 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. LIBERTY shall advise BANC
ONE at the conclusion of such pre-acquisition investigation of all matters
then known to LIBERTY which LIBERTY 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
LIBERTY, 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. LIBERTY shall have the right to terminate
this Merger Agreement as set forth in Section 26(d).

(q) In addition to BANC ONE's pre-acquisition investigation of LIBERTY
and LIBERTY's pre-acquisition investigation of BANC ONE, BANC ONE and
LIBERTY 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 LIBERTY,
respectively, shall deem prudent, provided that such investigations shall
not interfere unreasonably with the normal operations of the party being
reviewed.

(r) Banc One will use its reasonable best efforts to cause the shares
of BANC ONE Common to be issued to the shareholders of LIBERTY pursuant to
this Merger Agreement to be listed on the NYSE as of the Effective Time.

(s) Notwithstanding anything in this Merger Agreement to the contrary,
BANC ONE may, at its sole discretion, elect not to consummate the Bank P&A
or to alter the terms thereof in any respect. In the event BANC ONE for any
reason does not consummate, or alters the terms of, the Bank P&A, the

Ex.2.1-10
<PAGE> 11

parties hereto shall nonetheless consummate the Merger upon satisfaction
or waiver of all conditions thereto in this Merger Agreement.

(t) Prior to the Effective Time, BANC ONE will file with the SEC and
use its reasonable best efforts to cause to become effective not later than
the Effective Time, a registration statement on Form S-8 or other
appropriate form to register with the SEC the shares of BANC ONE Common
which may be issued to individuals upon the exercise of stock options
and/or other stock-related benefits assumed by BANC ONE pursuant to the
Benefits Agreement and will use its reasonable best efforts to cause such
registration statement to remain in effect until the exercise or expiration
of all such options and/or other stock-related benefits. BANC ONE shall use
its reasonable best efforts to have the shares of BANC ONE Common which may
be issued upon the exercise of such options qualified or exempted from
qualification from all applicable state securities laws.

(u) Prior to the Effective Time, LIBERTY shall use its reasonable best
efforts to cause its pending affiliate, First Federal, to have been merged
with and into one of the Banks or to have been converted into a commercial
bank charter.

(v) LIBERTY shall take all action, as necessary, with respect to that
rights plan adopted by LIBERTY's Board of Directors on August 19, 1992 (the
"LIBERTY Rights Plan") to prevent the approval, execution or delivery of
this Merger Agreement or the Option Agreement (the "BANC ONE Option
Agreement") executed and delivered pursuant to Section 21 of this Merger
Agreement, or the consummation of the Merger, or the acquisition of shares
of LIBERTY Common by BANC ONE pursuant to the Option Agreement from being
the basis for detaching the rights related to the LIBERTY Common or from
otherwise resulting in the grant, issuance or triggering of any right to
any person (other than BANC ONE) under the LIBERTY Rights Plan or enabling
or allowing any right associated with the LIBERTY Rights Plan to be
exercised, distributed or triggered; provided, however, that LIBERTY, in
taking such action, shall be limited in the total consideration paid in
cancellation or redemption of such rights to not more than $0.01 per right.

11. DISSENTING SHAREHOLDERS. Shareholders of LIBERTY Common who do not
vote their shares in favor of the Merger and otherwise perfect applicable
dissenters' rights will be entitled to applicable dissenters or appraisal
rights, if any, under applicable provisions of the Kentucky Revised Statutes.

12. TAX OPINION. BANC ONE and LIBERTY shall use their respective
reasonable best efforts to obtain from Squire, Sanders & Dempsey a written
opinion addressed to LIBERTY, its shareholders and BANC ONE, that based upon the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") and
regulations thereunder and rulings issued by the Internal Revenue Service in
transactions similar to those contemplated by this Merger Agreement:

(a) The statutory Merger of ACQUISITION CORP. with and into LIBERTY
will constitute a reorganization within the meaning of Section 368(a)(1)(A)
and Section 368(a)(2)(E) of the Internal Revenue Code;

(b) No gain or loss will be recognized by BANC ONE or LIBERTY as a
consequence of the transactions herein contemplated;

(c) No gain or loss will be recognized to the shareholders of LIBERTY
on the exchange of their shares of LIBERTY 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 LIBERTY Common for their shares of LIBERTY Common will be
the same as the Federal income tax basis of the LIBERTY Common surrendered
in exchange therefor; and

(e) The holding period of the BANC ONE Common received by a
shareholder of LIBERTY will include the period for which the LIBERTY Common
exchanged therefor was held, provided the

Ex.2.1-11
<PAGE> 12

exchanged LIBERTY Common was held as a capital asset by such
shareholder on the date of the exchange.

13. REPRESENTATIONS AND WARRANTIES OF BANC ONE. BANC ONE represents and
warrants to LIBERTY that, except as set forth in BANC ONE's disclosure letter to
LIBERTY dated November 2, 1993 and delivered to LIBERTY not later than the time
of LIBERTY's 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 BANC ONE and its subsidiaries, taken as a whole, or on the
ability of BANC ONE to consummate the transactions contemplated hereby (a
"BANC ONE Material Adverse Effect"), 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 September 30, 1993, the authorized
capital stock of BANC ONE consisted of (i) 600,000,000 shares of common
stock without par value, of which a total of 341,046,391 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 Merger under applicable
law.

(b) BANC ONE has furnished to LIBERTY 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;
and (ii) the unaudited Consolidated Balance Sheet of BANC ONE as at
September 30, 1993 and the unaudited Consolidated Statements of Income and
Shareholders' Equity for the period then ended, together with the notes
thereto. 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 September 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 BANC ONE Material Adverse Effect. Since
September 30, 1993, BANC ONE has issued approximately 506,979 additional
shares of BANC ONE Common.

(c) The Boards of Directors of BANC ONE and ACQUISITION CORP. have
duly authorized the execution and delivery of this Merger Agreement and
approved the 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
ACQUISITION CORP. have all requisite power and authority to enter into this
Merger Agreement and, after its vote of the shares of ACQUISITION CORP. in
favor of the Merger as contemplated by Section 10(j), BANC ONE and
ACQUISITION CORP. 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
ACQUISITION CORP. and this Merger Agreement and the consummation of the

Ex.2.1-12
<PAGE> 13

Merger have been duly authorized and approved on behalf of BANC ONE and
ACQUISITION CORP. by all requisite corporate action. Provided the required
approvals are obtained from the Board, the OCC and the State Regulators,
neither the execution and delivery of this Merger Agreement nor the
consummation of the Merger or the Bank P&A 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 ACQUISITION CORP. is subject, any contract, agreement or instrument
to which BANC ONE or ACQUISITION CORP. is a party or by which BANC ONE or
ACQUISITION CORP. is bound or committed, or the Articles of Incorporation
or Regulations of BANC ONE or the Articles or Incorporation or By-laws of
ACQUISITION CORP., 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 ACQUISITION CORP. or upon any of the stock of BANC ONE or
ACQUISITION CORP. 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 any BANC
ONE Material Adverse Effect.

(d) The reserve for possible loan and lease losses shown on the
September 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 September 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 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 BANC ONE Material Adverse
Effect or materially impair its ability, or that of ACQUISITION CORP., 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 based upon the wrongful action
or inaction of BANC ONE or 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 LIBERTY surrender their LIBERTY share certificates for
cancellation, the shares of BANC ONE Common to be exchanged with former
shareholders of LIBERTY 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 Balance Sheet as of September 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
September 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 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 BANC ONE 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

Ex.2.1-13
<PAGE> 14

leased by BANC ONE and its subsidiaries. At the Effective Time all
limitations affecting such properties will not, in the aggregate, have a
BANC ONE Material Adverse Effect.

(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 BANC ONE 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 BANC ONE Material Adverse Effect.

(i) BANC ONE and ACQUISITION CORP. 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 (hereinafter referred to collectively as the
"plans") which purports to be a qualified plan under Section 401(a) of the
Internal Revenue Code is so qualified. All of the plans which constitute
employee 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 either 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 Internal Revenue 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 Internal Revenue
Code and ERISA and the assets of such plans equal or exceed the current
value of accrued benefits 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) Except where the failure to file would not have a BANC ONE
Material Adverse Effect on BANC ONE and its subsidiaries, 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 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) or 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

Ex.2.1-14
<PAGE> 15

ONE and its subsidiaries have paid or made adequate provision in its
financial statements or its 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 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 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 has 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 comparable in size and operation to BANC ONE.

(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 LIBERTY 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 LIBERTY's shareholders' meeting) 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 BANC ONE 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. sec.sec.9601 et seq. ("CERCLA"),
the Resource Conservation and Recovery Act, 42 U.S.C. sec.sec.6901 et seq.
("RCRA"), the Clean Water Act, 33 U.S.C. sec.sec.1251 et seq. ("CWA"), or
the Clean Air Act, 42 U.S.C. sec.sec.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) 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, including
without limitation by spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping or disposing
of any such Contaminant into the environment (collectively "Release");
(iii) 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

Ex.2.1-15
<PAGE> 16

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; (iv) BANC ONE and its subsidiaries are, in all material
respects, in compliance with all applicable Environmental Laws; and (v) 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) is reasonably likely to 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 business 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)have finalized
action plans for automatic teller machines ("ATMs") in conformance with the
Joint Final Rule of the Architectural and Transportation Barriers
Compliance Board ("ATBCB") and the Department of Transportation, effective
August 16, 1993; (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 complete on January 26, 1992 or will be completed
as soon as practicable thereafter; 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 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.

14. REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP.. ACQUISITION CORP.
represents and warrants to LIBERTY that, except as set forth in the BANC ONE
Disclosure Letter, and except as otherwise indicated below:

(a) ACQUISITION CORP. is a corporation duly organized and validly
existing in good standing under the laws of the Commonwealth of Kentucky
and is qualified to do business and is in good standing in the Commonwealth
of Kentucky together with all other jurisdictions where it is both required
to so qualify and where the failure to so qualify would have a BANC ONE
Material Adverse Effect and ACQUISITION CORP. 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. The authorized capital stock of ACQUISITION
CORP. is 500 shares of Common Stock, all of which are issued and
outstanding and owned by BANC ONE free and clear of all liens, security
interests or other encumbrances. ACQUISITION CORP. has no subsidiaries.

(b) The Board of Directors of ACQUISITION CORP. has duly authorized
execution of this Merger Agreement and approved the acquisition of LIBERTY
as contemplated by said Merger Agreement. BANC ONE, the sole shareholder of
ACQUISITION CORP., will vote all the shares of ACQUISITION CORP. to approve
the Merger and adopt this Merger Agreement. ACQUISITION

Ex.2.1-16
<PAGE> 17

CORP. has all requisite power and authority to enter into this Merger
Agreement and has the authority to consummate the transactions
contemplated hereby. This Merger Agreement constitutes the valid and
legally binding obligation of ACQUISITION CORP. and this Merger Agreement
and the consummation hereof have been duly authorized and approved on
behalf of ACQUISITION CORP. by all requisite corporate action. Provided
the required approvals are obtained from the Board and the State
Regulators, neither the execution and delivery of this Merger Agreement
nor the consummation of the 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
ACQUISITION CORP. may be subject, any contract, agreement or instrument to
which ACQUISITION CORP. is a party or by which ACQUISITION CORP. is bound
or committed, or the Articles of Incorporation or Bylaws of ACQUISITION
CORP., or constitute an event which with the lapse of time or action by a
third party, could, to the best of ACQUISITION CORP.'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
ACQUISITION CORP. or adversely affect the ability of BANC ONE to
consummate the transactions contemplated hereby.

15. REPRESENTATIONS AND WARRANTIES OF LIBERTY. LIBERTY represents and
warrants to BANC ONE that, except as shall be set forth in LIBERTY's disclosure
letter (and any attachments or schedules annexed thereto) to BANC ONE, to be
provided to BANC ONE by LIBERTY pursuant to the provisions of Section 16(i) of
this Merger Agreement (the "LIBERTY Disclosure Letter"), and except as otherwise
indicated below:

(a) LIBERTY is a corporation duly organized and validly existing in
good standing under the laws of the Commonwealth of Kentucky, 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
Commonwealth of Kentucky, 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 LIBERTY and the Subsidiaries taken as a whole,
or on the ability of LIBERTY to consummate the transactions contemplated
hereby (a "LIBERTY Material Adverse Effect"), and LIBERTY and the
Subsidiaries each 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.
LIBERTY 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 LIBERTY. As of September 30, 1993, the authorized
capital stock of LIBERTY consisted of 60,000,000 shares of LIBERTY Common,
of which 25,449,568 shares were issued and outstanding (none of which were
treasury shares owned by LIBERTY), and 10,000,000 shares of preferred
stock, none of which were issued or outstanding. All of the issued and
outstanding shares of LIBERTY Common are duly authorized, validly issued,
fully paid and nonassessable and none are issued in violation of the
preemptive rights of any shareholder. There are no outstanding options,
warrants, stock appreciation rights or commitments of any kind related to
LIBERTY's capital stock except for (i) the option to be granted to BANC ONE
pursuant to Section 21 of this Merger Agreement, (ii) outstanding stock
options which have been granted related to the purchase of not more than
932,422 shares of LIBERTY Common pursuant to the Liberty National Bancorp,
Inc. 1986 Stock Option Plan, as amended and restated Janaury 10, 1990 and
as further amended February 16, 1993 (the "LIBERTY Option Plan"), (iii) the
commitment to issue not more than 255,334 shares of LIBERTY Common in
exchange for all the shares of First Federal and the related commitment to
issue options for not more than 25,279 shares of LIBERTY Common in
substitution for First Federal Options, each of which commitments is
conditioned upon LIBERTY's acquisition of First Federal, and (iv) rights
related to the LIBERTY Rights Plan.

(b) LIBERTY has furnished to BANC ONE copies of the following
financial statements relating to LIBERTY and the Subsidiaries on a
consolidated basis: (i) the audited Consolidated Balance Sheet of LIBERTY
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

Ex.2.1-17
<PAGE> 18

Coopers & Lybrand, Certified Public Accountants; and (ii) the unaudited
Consolidated Balance Sheet of LIBERTY as at September 30, 1993 and the
unaudited Consolidated Statement of Income 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 LIBERTY 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 September 30, 1993, there has
not been any change in the financial condition, results of operations or
business of LIBERTY and the Subsidiaries that has had a LIBERTY Material
Adverse Effect.

(c) The Board of Directors of LIBERTY has duly authorized the
execution and delivery of this Merger Agreement and approved the Merger as
contemplated by the Merger Agreement and, subject to the fiduciary duties
of the Board of Directors, will recommend it to the LIBERTY shareholders
for adoption. Subject to the approval by the shareholders of LIBERTY, this
Merger Agreement constitutes the valid, legally binding and enforceable
obligation of LIBERTY and LIBERTY has all requisite power and authority to
enter into this Merger Agreement and LIBERTY 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
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 LIBERTY is subject, any contract, agreement or
instrument to which LIBERTY is a party or by which LIBERTY is bound or
committed, or the Articles of Incorporation or By-Laws of LIBERTY, or
constitute an event which with the lapse of time or action by a third
party, could, to the best of LIBERTY'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 LIBERTY or upon any of
LIBERTY'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 LIBERTY Material Adverse Effect.

(d) The allowance for possible loan losses shown on the September 30,
1993 Consolidated Balance Sheet of LIBERTY 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 September 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
LIBERTY and its executive officers, overtly threatened, against or
affecting LIBERTY 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 LIBERTY or its
Subsidiaries and, if so resolved, would have a LIBERTY Material Adverse
Effect, and to the best of the knowledge and belief after due inquiry of
LIBERTY 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
LIBERTY based upon the wrongful action or inaction of LIBERTY or any of its
Subsidiaries or any of their respective officers, directors or employees.

(f) LIBERTY and 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 LIBERTY's
Balance Sheet as of September 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 September 30,
1993). Such assets and properties are subject to no liens, mortgages,
security interests, encumbrances, pledges or

Ex.2.1-18
<PAGE> 19

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
LIBERTY Material Adverse Effect. LIBERTY and its Subsidiaries as lessee
have the right under valid and subsisting leases to occupy, use, possess
and control all property leased by LIBERTY and its Subsidiaries.

(g) To the best of the knowledge after due inquiry of LIBERTY and its
executive officers, LIBERTY 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 LIBERTY Material Adverse Effect. Neither LIBERTY
nor any of its Subsidiaries is in default under, and no event has occurred
which, to the best of LIBERTY'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 when the
default has had or is likely to have a LIBERTY Material Adverse Effect.

(h) LIBERTY has not, since September 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 liabilities included in LIBERTY's
financial statements as of September 30, 1993, 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 LIBERTY Material Adverse Effect or waived any rights of value
which, in the aggregate, have had a LIBERTY 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 LIBERTY Document List (the "LIBERTY
Document List") attached to the LIBERTY Disclosure Letter, neither LIBERTY
nor any of its Subsidiaries is a party to or bound by any written or oral
(i) employment or consulting contract which is not terminable by LIBERTY or
its Subsidiaries 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, profit-sharing, retirement, health and welfare plans set forth in
the LIBERTY Document List are hereinafter referred to collectively as the
"plans." Those plans intended to be qualified plans under Section 401(a) of
the Internal Revenue Code meet any applicable requirements for favorable
tax treatment under the Internal Revenue Code. All of the plans which
constitute employee pension benefit plans or employee welfare

Ex.2.1-19
<PAGE> 20

plans subject to ERISA have been maintained in compliance in all material
respects with 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. LIBERTY has no knowledge either of any circumstances which
would adversely affect the qualification of the plans or their compliance
with 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 "prohibited transaction" (as such term is
defined in Section 406 of ERISA and Section 4975(c) of the Internal
Revenue 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 LIBERTY or any Subsidiary 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 Internal Revenue
Code and ERISA and the assets of such plans equal or exceed the current
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 and pursuant
to domestic relations orders), 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 LIBERTY or any of its Subsidiaries to the PBGC, the
Department of Treasury, the Department of Labor or any multiemployer plan.

(j) Except where the failure to file would not have a LIBERTY Material
Adverse Effect on LIBERTY and its Subsidiaries, LIBERTY 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 LIBERTY or its Subsidiaries up to the date
hereof. LIBERTY has made available to BANC ONE a copy of its Federal income
tax return for the years 1992 and 1991. All of the foregoing returns are
true and correct in all material respects, and LIBERTY and its Subsidiaries
have paid or, prior to the Effective Time, will pay all taxes, interest 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 LIBERTY Disclosure Letter) or 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 LIBERTY and its Subsidiaries, except for
those being contested in good faith and summarized in the LIBERTY
Disclosure Letter. LIBERTY and its Subsidiaries have paid or made adequate
provision in its financial statements or its books and records for all
taxes payable in respect of all periods ending on or before the date
hereof. LIBERTY and its Subsidiaries have, or at the Effective Time will
have, no liability for any taxes, interest 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 LIBERTY as of the Effective Time or are being contested in
good faith and have, if material, been summarized in the LIBERTY Disclosure
Letter.

(k) LIBERTY has 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 comparable in size and operation to LIBERTY.

(l) LIBERTY 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 to Goldman, Sachs & Co. to be determined in
accordance with the terms of that certain engagement letter dated November
2, 1993, which is annexed as an exhibit to the LIBERTY Disclosure Letter.

(m) LIBERTY has annexed to the LIBERTY Disclosure Letter a loan
schedule identifying certain loan agreements, notes and borrowing
arrangements (the "LIBERTY Loan Schedule") between its Subsidiaries and
borrowers of its Subsidiaries. Except as specifically noted on the LIBERTY
Loan Schedule, no Subsidiary is, as of October 31, 1993, a party to any
written or oral (i) loan agreement, note or borrowing arrangement, other
than credit card loans and other loans the unpaid balance of which does

Ex.2.1-20
<PAGE> 21

not exceed $250,000 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
LIBERTY's knowledge, in default of any other provision as of the dates
shown thereon; (ii) loan agreement, note or borrowing arrangement which
has been classified as "substandard," "doubtful," "loss," "other loans
especially mentioned" or any comparable classifications by LIBERTY, a
Subsidiary or banking regulator; (iii) loan agreement, note, or borrowing
arrangement, including any loan guaranty, with any director, executive
officer or ten percent shareholder of LIBERTY, or to the actual knowledge
of LIBERTY 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, (iv) to the best of LIBERTY'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 LIBERTY's knowledge after due inquiry,
have a LIBERTY Material Adverse Effect.

(n) None of the information provided by LIBERTY 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. The Proxy Statement
that is filed with the SEC in connection with the meeting of the
shareholders of LIBERTY will comply as to form in all material respects
with the provisions of the Exchange Act and the rules and regulations
promulgated thereunder.

(o) LIBERTY has annexed a contracts schedule (the "LIBERTY Contracts
Schedule") to the LIBERTY Disclosure Letter setting forth certain material
contracts, including credit agreements, on which LIBERTY or any of its
Subsidiaries is the obligor, maker, issuer or guarantor as of the date
hereof. Except as specifically disclosed on the LIBERTY Contracts Schedule,
neither LIBERTY nor any Subsidiary 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 LIBERTY or any Subsidiary by or
merger with another entity a condition of default or acceleration.

(p) Attached hereto as EXHIBIT A is LIBERTY's Subsidiaries List which
sets forth the complete legal name of each Subsidiary, a designation of the
laws under which each Subsidiary is incorporated, the activities conducted
by each Subsidiary and the regulatory approvals, if any, requested and/or
obtained by LIBERTY and each such Subsidiary in connection with the
acquisition of each such Subsidiary and/or regulatory approvals received by
LIBERTY and its Subsidiaries necessary to engage in such activities. Except
as set forth in EXHIBIT A, LIBERTY has no subsidiaries. Each of the
Subsidiaries is a corporation or similar entity duly organized and validly
existing in good standing under the laws of the United States or the state
of its incorporation and has full power and authority (including a11
1icenses, 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 LIBERTY Material Adverse Effect.
Except as may be set forth in EXHIBIT A, LIBERTY and/or one or more of its
Subsidiaries owns beneficially and of record all the outstanding shares of
capital stock of each Subsidiary, which stock is fully paid and
non-assessable. Neither LIBERTY nor any of its Subsidiaries is a party to
any partnership or joint venture except as may be set forth and described
in EXHIBIT A.

(q) No employee of LIBERTY or any of its Subsidiaries is represented,
for purposes of collective bargaining, by a labor organization of any type.
LIBERTY is unaware of any efforts during the past five years to unionize or
organize any employees of LIBERTY 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-

Ex.2.1-21
<PAGE> 22

and-hour claim is pending or, to the best of LIBERTY's knowledge,
threatened against LIBERTY or its Subsidiaries, which claim has had or is
reasonably likely to have a LIBERTY Material Adverse Effect.

(r) To the actual knowledge of LIBERTY 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 LIBERTY or
any Subsidiary, CERCLA or any other Environmental Laws; (ii) neither
LIBERTY nor any Subsidiary is responsible in any material respect under any
Environmental Law for any Release by any person at or in the vicinity of
any real property of any Contaminant, including without limitation by
spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping or disposing of any such Contaminant
into the environment; (iii) neither LIBERTY nor any Subsidiary 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; (iv) LIBERTY and
each Subsidiary is, in all material respects, in compliance with all
applicable Environmental Laws; and (v) no real property owned or used by
LIBERTY or any Subsidiary 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) is reasonably likely
to 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) LIBERTY and/or the Subsidiaries (i) have surveyed the facilities
where LIBERTY and the Bank conduct their business including, without
limitation, ATMs (collectively, the "LIBERTY Facilities") for compliance
with ADA; (ii) have developed action plans to remove architectural barriers
including communication barriers that are structural in nature from
existing LIBERTY Facilities (collectively, the "LIBERTY Barriers") when
such removal is "readily achievable," as that term is defined in ADA; (iii)
have finalized action plans for ATMs in conformance with the Joint Final
Rule of the ATBCB and the Department of Transportation, effective August
16, 1993; (iv) have developed or will develop schedules for LIBERTY Barrier
removal from LIBERTY Facilities in such action plans so that LIBERTY
Barrier removal was complete on January 26, 1992 or will be completed as
soon as practicable thereafter; and (v) have removed all LIBERTY Barriers
in LIBERTY Facilities or will cause all LIBERTY Barriers to be removed in
accordance with such action plans. All "alterations" (as such term is
defined in ADA) to LIBERTY 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 LIBERTY and the Subsidiaries
comply with ADA and ADAAG. To the best of LIBERTY's knowledge, after due
inquiry, no investigations, proceedings, or complaints, formal or informal,
are pending or threatened against LIBERTY and/or the Subsidiaries in
connection with LIBERTY Facilities under ADA, ADAAG, or any other state or
federal law concerning accessibility for individuals with disabilities.

(t) The statements made in the LIBERTY Disclosure Letter and any
attachments thereto shall be deemed to constitute representations and
warranties of LIBERTY under this Merger Agreement to the same extent as if
herein set forth in full. Anything disclosed in the LIBERTY 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) LIBERTY has taken or has the legal right to take all action with
respect to the LIBERTY Rights Plan so that the execution of this Merger
Agreement and the consummation of the Merger, as contemplated hereby, did
not and will not result in or serve as the basis for detaching the rights
related thereto from the LIBERTY Rights Plan or from otherwise resulting in
the grant, issuance or triggering of any right to any person under the
LIBERTY Rights Plan or enabling or allowing any right associated with the
LIBERTY Rights Plan to be exercised, distributed or triggered at any time;
provided, however, that LIBERTY, in taking such action, shall be limited in
the total consideration paid in cancellation or redemption of such rights
to not more than $0.01 per right.

Ex.2.1-22
<PAGE> 23

16. ACTION BY LIBERTY PENDING EFFECTIVE TIME. LIBERTY 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 as stated in LIBERTY's
Disclosure Letter and except with prior written permission of BANC ONE, which,
in any case covered by Section 16(d) hereof, shall not be unreasonably withheld:

(a) LIBERTY will not declare or pay dividends or make any
distributions on shares of LIBERTY Common, except cash dividends, as
follows:

(i) LIBERTY may declare and pay a cash dividend in the fourth
quarter of 1993 in the amount of $0.17 per share for the three months of
August, September and October, 1993;

(ii) LIBERTY may declare and pay a cash dividend in January, 1994
in the amount of $0.13 per share reflecting a pro rata dividend for the
months of November and December, 1993;

(iii) for each calendar quarter beginning with the first calendar
quarter of 1994 and for each subsequent calendar quarter thereafter
prior to the calendar quarter in which the Effective Time shall occur,
LIBERTY, may declare and pay a cash dividend in and for each such
quarter in the amount of $0.195 per share; provided, however, that
except as set forth in Section 16(a)(ii), above, or as set forth
hereinbelow, LIBERTY will not declare or pay any dividends or make any
distributions in any amount on its LIBERTY Common in the quarter in
which the Effective Time shall occur and in which the shareholders of
LIBERTY Common are entitled to receive regular quarterly dividends on
the shares of BANC ONE Common into which the shares of LIBERTY Common
have been converted. It is the intent of this part (ii) to provide that
the holders of LIBERTY Common will receive either the payment of cash
dividends on their shares of LIBERTY Common or the payment of cash
dividends as the holders of shares of BANC ONE Common received in
exchange for the shares of LIBERTY 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 LIBERTY (other than
pursuant to Section 16(a)(ii) if the Effective Time occurs during the
first quarter of 1994) and the payment of a cash dividend as the holders
of the shares of BANC ONE Common received in exchange for the shares of
LIBERTY Common. In the event that LIBERTY does not declare and pay cash
dividends on its LIBERTY Common in a particular calendar quarter because
of LIBERTY's reasonable expectation that the Effective Time would occur
in said calendar quarter wherein the holders of LIBERTY 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 LIBERTY Common, and the Effective Time does not in fact occur
effective in said calendar quarter, then, as a result thereof, LIBERTY
shall be entitled to declare and pay a cash dividend (within the
limitations of this Section 16) on said shares of LIBERTY 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
LIBERTY.

(b) LIBERTY will not issue, sell or grant any warrant, option, phantom
stock option, stock appreciation right or commitment of any kind for or
related to or acquire for value any shares of its capital stock or
otherwise effect any change in connection with its equity capitalization
except as related to (i) the option to be granted to BANC ONE pursuant to
Section 21 of this Merger Agreement, (ii) the outstanding stock options
which have been granted related to the purchase of not more than 931,422
shares of LIBERTY Common pursuant to the LIBERTY Option Plan, (iii) the
issuance of not more than 255,334 shares of LIBERTY Common with respect to
the acquisition of First Federal, and (iv) options for not more than 25,279
shares of LIBERTY Common issued in substitution for the First Federal
Options.

(c) Except as otherwise set forth in or contemplated by this Merger
Agreement, LIBERTY will carry on its businesses in substantially the same
manner as heretofore, 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.

Ex.2.1-23
<PAGE> 24

(d) Neither LIBERTY nor any Subsidiary 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 its 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) 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
Subsidiary or acquire outside of the ordinary course of business part of or
all the assets or stock of any other corporation or person; provided,
however, that, notwithstanding anything in this merger Agreement to the
contrary, LIBERTY shall be permitted to effect the merger of one or more of
its Subsidiaries with and/or into other Subsidiaries, as LIBERTY deems
appropriate, including, but not limited to the merger of First Federal
Savings Bank with and into one of LIBERTY's Banks.

(e) LIBERTY 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 in by Coopers &
Lybrand or change any of its methods of reporting income and deductions for
Federal income tax purposes from those employed in the preparation of
LIBERTY's Federal income tax returns for the taxable years ending December
31, 1992 and 1991, except as required by changes in law.

(f) LIBERTY will afford BANC ONE, its officers and other authorized
representatives, such access to all books, records, bank examination
reports, tax returns, leases, contracts and documents of LIBERTY and its
Subsidiaries and will furnish to BANC ONE such information with respect to
the assets and business of LIBERTY and its Subsidiaries as BANC ONE may
from time to time reasonably request in connection with this Merger
Agreement and the transactions contemplated hereby.

(g) LIBERTY will promptly advise BANC ONE in writing of all material
corporate actions taken by the directors and shareholders of LIBERTY,
furnish BANC ONE with copies of all monthly and other interim financial
statements of LIBERTY as they become available, and keep BANC ONE fully
informed concerning all trends and developments which in the opinion of
LIBERTY may have a LIBERTY Material Adverse Effect on LIBERTY.

(h) LIBERTY, its Subsidiaries and their respective officers, directors
and employees will not contract for or acquire, at the expense of LIBERTY
or any of its Subsidiaries, a policy or policies providing for insurance
coverage for directors, officers and/or employees of LIBERTY and/or its
Subsidiaries for any period subsequent to the Effective Time for events
occurring before or after the Effective Time; provided, however, that
LIBERTY may renew, extend or replace existing policies in the ordinary
course consistent with past practices for periods of not greater than one
year.

(i) If BANC ONE shall determine that it is necessary, in order to
secure the necessary approvals or advisory opinions of the Merger and/or
the Bank P&A by the required regulatory agencies, including the Board, the
Commonwealth of Kentucky, the DFI, the OCC and/or the United States
Department of Justice and/or BANC ONE shall determine that in order to
minimize possible objection to the Merger and/or Bank P&A by one or more
governmental agencies including the Board, the Commonwealth of Kentucky,
the DFI, the OCC and/or the United States Department of Justice that (i)
BANC ONE should not acquire certain assets from LIBERTY or the Subsidiaries
and/or (ii) following consummation of the Merger or Bank P&A, BANC ONE or
its subsidiaries should not retain certain assets or deposits, BANC ONE
shall so notify LIBERTY and shall identify those assets and/or deposits, if
any, which BANC ONE proposes that BANC ONE should not acquire from LIBERTY
or the Subsidiaries and which assets and/or deposits of BANC ONE or its
subsidiaries which BANC ONE proposes should not be retained following the
Merger and/or Bank P&A. BANC ONE shall thereafter determine which assets
and/or deposits and other liabilities should be disposed of by LIBERTY
and/or the Subsidiaries

Ex.2.1-24
<PAGE> 25

and/or BANC ONE and its subsidiaries. Each of LIBERTY and BANC ONE, as the
case may be, agrees to enter into binding agreements or cause its
subsidiaries to enter into such agreements reasonably acceptable to BANC
ONE, to divest itself of the assets and/or deposits and other liabilities
so designated, subject to all regulatory approvals as may be required;
provided, however, that (i) the effectiveness of any such agreement
entered into by LIBERTY or the Subsidiaries shall be subject to the
condition that the said divestiture shall not be consummated (a) before
immediately prior to the Effective Time or, (b) with Board approval,
following the Effective Time, (ii) no aspect of the divestiture shall be
inconsistent with any of the representations made to Squire, Sanders &
Dempsey in the request for its tax opinion provided for in Section 12, any
amendment or supplement thereto, and any condition of any tax opinion
issued to the parties prior to the divestiture and relating to the Merger,
and (iii) such disposition or divestiture shall not affect the number of
shares of BANC ONE Common to be received by the shareholders of LIBERTY.

(j) As soon as reasonably possible, but in any event within ten
business days from the date of this Merger Agreement, LIBERTY will provide
and deliver to BANC ONE in final, executed form, the LIBERTY Disclosure
Letter together with all schedules, lists, and other attachments thereto,
as set forth and described in Section 15 of this Merger Agreement. The
LIBERTY Disclosure Letter shall have annexed thereto each of LIBERTY's
executive compensation and other employment agreements together with each
of LIBERTY's employee benefit plans, qualified and non-qualified, and
policies available to current and former employees of LIBERTY and/or its
Subsidiaries.

17. ACTION BY BANC ONE PENDING EFFECTIVE TIME. BANC ONE agrees that from
the date of this Agreement until the Effective Time, except with prior written
permission of LIBERTY:

(a) BANC ONE will not adopt or implement any amendment to its Articles
of Incorporation or any plan of consolidation, merger or 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
any of 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, 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 methods of accounting in effect at
December 31, 1992, except as required by changes in generally accepted
accounting principles as concurred in with 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 LIBERTY, its officers and other authorized
representatives, such access to all books, records, bank examination
reports, tax returns, leases, contracts and documents of BANC ONE and its
subsidiaries and will furnish to LIBERTY such information with respect to
the assets, earnings and business of BANC ONE and its subsidiaries as
LIBERTY may from time to time reasonably request in connection with this
Merger Agreement and the transactions contemplated hereby.

18. CONDITIONS TO OBLIGATIONS OF BANC ONE AND ACQUISITION CORP. The
obligations of BANC ONE and ACQUISITION CORP. to effect the 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 LIBERTY and its Subsidiaries, taken as a whole, from
September 30, 1993 to the Effective Time that has had a LIBERTY Material
Adverse Effect.

(b) LIBERTY shall not have paid cash dividends from September 30, 1993
to the Effective Time except as permitted under this Merger Agreement.

Ex.2.1-25
<PAGE> 26

(c) All representations by LIBERTY contained in this Merger Agreement
shall be true at, or as of, the Effective Time as though such
representations were made at and as of said date, except for (i) changes
contemplated by the Merger Agreement, (ii) representations as of a
specified time other than the Effective Time, which shall be true at such
specified time (provided, however, that the representation of LIBERTY
contained in Section 15(d) shall be true in all material respects as
applied to the Balance Sheet of LIBERTY included in the most recently
available quarterly or annual report to LIBERTY shareholders and/or
LIBERTY's most recently filed report to the SEC on Form 10-Q or Form 10-K
prior to the Effective Time and the allowance for possible loan losses
included therein, as though each reference to "September 30, 1993" in such
section were a reference to the last day of the calendar quarter of such
report or form), and (iii) inaccuracies or breaches which do not,
individually or in the aggregate, have a LIBERTY Material Adverse Effect.

(d) BANC ONE shall have received the opinion of legal counsel for
LIBERTY, dated as of the Effective Time, substantially to the effect set
forth in EXHIBIT D hereto, together with a copy of the Articles of
Incorporation, as amended, of LIBERTY certified by the Secretary of State
of the Commonwealth of Kentucky and a copy of the charter documents, as
amended, of each Subsidiary and, for LIBERTY and each Subsidiary,
Certificates of Good Standing dated as of a date not more than 20 days
prior to the Effective Time from the Secretary of State of the Commonwealth
of Kentucky, OCC or other official, as appropriate.

(e) LIBERTY shall have fulfilled and satisfied, in all material
respects, all agreements and conditions required by this Merger Agreement
to be fulfilled and satisfied by it at or prior to the Effective Time.

(f) 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 LIBERTY 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 Merger.

(g) The holders of all credit agreements on which LIBERTY or any of
the Subsidiaries is the maker, issuer or guarantor (excluding LIBERTY's
outstanding 7 3/4% Senior Notes Due 1999) and which contain provisions
which make the acquisition of LIBERTY by or its merger with or into another
entity a condition of default or acceleration, which default or
acceleration would have a LIBERTY Material Adverse Effect, shall have
provided BANC ONE with a written waiver of all such provisions.

(h) 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 per
share earnings on LIBERTY Common reported by LIBERTY since September 30,
1993 shall be greater than or equal to the amount calculated by multiplying
(x) $0.53 by (y) the number of full calendar quarters which have passed
since September 30, 1993 and for which earnings of LIBERTY Common have been
reported as of such date, times (z) 0.9. As used in this Section "reported"
means reported on LIBERTY's financial statements prepared in accordance
with generally accepted accounting principles applied on a basis consistent
with LIBERTY's financial statements for the years ended December 31, 1992
and 1991, as included in LIBERTY's reports to the SEC on Forms 10-K or
LIBERTY's annual reports to shareholders subject to any subsequent
adjustments required to be reported whether or not such adjustments have,
as yet, been reported with the following adjustments, if any, net of
related income 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) outside legal and accounting fees and expenses
associated with or resulting from the 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 LIBERTY shall mutually agree; and (iv) the
effect of any changes in accounting principles required to be adopted by
LIBERTY by any regulatory authority or under generally accepted accounting
principles.

(i) The total number of shares of LIBERTY Common issued and
outstanding (not including treasury shares held by LIBERTY) together with
the total number of shares of LIBERTY Common

Ex.2.1-26
<PAGE> 27

related to outstanding and unexercised options related to LIBERTY Common,
not including the option to BANC ONE provided for in Section 21 of this
Merger Agreement, shall not be more than 26,662,613 shares.

(j) Coopers & Lybrand shall have issued its written opinion, dated as
of 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, ACQUISITION CORP. or any of their respective
subsidiaries contrary to that contemplated by this Merger Agreement.

(k) First Federal shall have been merged with and into one of the
Banks or shall have been converted into a commercial bank charter.

(l) LIBERTY shall have furnished BANC ONE certificates, signed on its
behalf by its Chairman or President and its Secretary or an Assistant
Secretary and dated as of the Effective Time, certifying as to the form of
and adoption of resolutions of its Board and shareholders approving the
Merger Agreement and the Merger, respectively, and to the effect that the
conditions described in Paragraphs (a), (b), (c), (f), (g), (h), (i) and
(k) of this Section 18 have been fully satisfied.

(m) BANC ONE shall have received the opinion of legal counsel for
LIBERTY, reasonably acceptable to BANC ONE in its sole discretion, dated as
of the Effective Time, opining that in the opinion of such counsel LIBERTY
has taken all action, as necessary, with respect to the LIBERTY Rights Plan
to prevent the approval, execution or delivery of this Merger Agreement, or
the BANC ONE Option Agreement, or the acquisition of shares of LIBERTY
Common by BANC ONE pursuant to the BANC ONE Option Agreement, consummation
of the Merger or the acquisition of shares of LIBERTY Common by BANC ONE
pursuant to the Option Agreement, from being the basis for detaching the
rights related to the LIBERTY Common or from otherwise resulting in the
grant, issuance or triggering of any right to any person (other than BANC
ONE) under the LIBERTY Rights Plan or enabling or allowing any right
associated with the LIBERTY Rights Plan to be exercised, distributed or
triggered.

19. CONDITIONS TO OBLIGATIONS OF LIBERTY. The obligations of LIBERTY to
effect the Merger are subject, unless waived by LIBERTY, 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
September 30, 1993 to the Effective Time that has had a BANC ONE Material
Adverse Effect.

(b) All representations by BANC ONE and ACQUISITION CORP. contained in
this Merger Agreement shall be true at, or as of, the Effective Time as
though such representations were made at and as of said date, except for
changes (i) contemplated by this Merger Agreement, (ii) 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 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 most recently filed report to the SEC on
Form 10-Q or Form 10-K prior to the Effective Time and the reserve for
possible loan and lease losses included therein, as though each reference
to "September 30, 1993" in such section were a reference to the last day of
the calendar quarter of such report or form), and (iii) inaccuracies or
breaches which do not, individually or in the aggregate, have a BANC ONE
Material Adverse Effect.

(c) LIBERTY shall have received the opinion of counsel for BANC ONE
and ACQUISITION CORP., (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 20(b) of this Merger Agreement
substantially to the effect of paragraphs numbered 5, 6 and 7 of Exhibit E
hereto and (ii) on and dated as

Ex.2.1-27
<PAGE> 28

of the Effective Time substantially to the effect set forth in EXHIBIT E
hereto, together with a copy of the Articles of Incorporation of BANC ONE
and ACQUISITION CORP. certified by the Secretary of State of the State of
Ohio and, as LIBERTY shall reasonably require, Certificates of Good
Standing of BANC ONE and ACQUISITION CORP. dated as of a date not more
than 20 days prior to the day of the Effective Time from the Secretary of
State of the State of Ohio and copies of the Regulations of BANC ONE and
ACQUISITION CORP.

(d) BANC ONE and ACQUISITION CORP. shall have fulfilled and satisfied,
in all material respects, all agreements and conditions required by this
Merger Agreement to be fulfilled 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 earnings per share of BANC ONE Common reported by BANC ONE since
September 30, 1993 shall be greater than or equal to the amount calculated
by multiplying (x) $0.80 by (y) the number of full calendar quarters which
have passed since September 30, 1993 and for which earnings per share of
BANC ONE Common have been reported as of such date, times (z) 0.9. As used
in this Section, "reported" means reported on BANC ONE's financial
statements prepared in accordance with generally accepted accounting
principles applied on a basis consistent with BANC ONE's 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 with
the effect of any changes in accounting principles required to be adopted
by BANC ONE by any regulatory authority or under generally accepted
accounting principles, if any, net of related income 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 relevant period(s).

(f) BANC ONE and ACQUISITION CORP. shall have each furnished LIBERTY a
certificate, signed on its behalf by its Chairman or President or an
Executive Vice President and by its Secretary or Assistant Secretary and
dated as of the Effective Time certifying as to the form of and adoption of
the resolution of its Board approving the Merger Agreement and the Merger,
and to the effect that the conditions described in Paragraphs (a), (b),
(d), and (e) of this Section 19 have been fully satisfied as to it.

(g) The shares of BANC ONE Common to be issued to the holders of
LIBERTY Common shall be listed on the NYSE.

(h) LIBERTY shall have received an opinion from Goldman, Sachs & Co.
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 such firm, the Exchange
Rate is fair to the holders of LIBERTY Common and such opinion shall not
have been withdrawn 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 LIBERTY
to effect the 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 LIBERTY 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 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 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 Merger shall have been qualified or exempted under all
applicable state

Ex.2.1-28
<PAGE> 29

securities laws, and there shall have been no stop order issued and in
effect 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 Merger will be authorized for
trading on the NYSE.

(c) This Merger Agreement and the Plan of Merger shall have been duly
approved and adopted by the requisite affirmative vote of the shareholders
of LIBERTY and ACQUISITION CORP.

(d) Squire, Sanders & Dempsey shall have issued its written opinion,
dated as of the date of the Effective Time, satisfactory to LIBERTY 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.

21. OPTION TO PURCHASE

By not later than November 3, 1993, LIBERTY shall grant to BANC ONE an
option to purchase shares of LIBERTY Common in substantially the form of EXHIBIT
F and shall execute and deliver to BANC ONE an option agreement in substantially
the form of said EXHIBIT F.

22. 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 pursuant to 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 any
LIBERTY Entity (as defined in Section 22(b)) (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 Merger becoming effective, BANC ONE
shall indemnify, defend 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 vigorously defend 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, provided that BANC ONE is
successful in pursuing a claim, action, suit, proceeding or investigation
against any Indemnified Party, BANC ONE's obligations shall not apply to any
losses, claims, damages, liabilities, costs, expenses, judgment, fines and
amounts paid in settlement 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 and defense under
this Section 22(a) shall, upon the earlier to occur of (A) receiving actual
notice of any such claim, action, suit, proceeding or investigation, (B)
otherwise learning of such claim, action, suit, proceeding or investigation or
(C) receiving other information which would give a reasonably prudent person
reason to believe that such a claim, action, suit, proceeding or investigation
had or might be brought, as soon as reasonably practicable notify BANC ONE
thereof. BANC ONE's obligations pursuant to this Section 22(a) are conditioned
upon BANC ONE being given reasonably prompt written notice of any such claim,
action, suit, proceeding or investigation, together with the right to control
and direct the investigation, defense and/or settlement of each such matter,

Ex.2.1-29
<PAGE> 30

and further provided that the Indemnified Party shall reasonably cooperate with
BANC ONE in connection therewith.

(b) BANC ONE shall Indemnify or cause to be Indemnified each Indemnified
Party to the maximum extent that the LIBERTY Entity would be permitted under
Applicable Law to Indemnify such Indemnified Party, from and against any and all
losses, claims, damages, liabilities, costs, expenses (including reasonable
attorneys' fees and expenses), judgments, penalties, fines, and amounts paid in
settlement, in connection with any Proceeding arising out of or in connection
with acts or omissions or alleged acts or omissions of the Indemnified Party in
the Indemnified Party's Official Capacity with the LIBERTY Entity occurring or
alleged to have occurred in whole or in part prior to the Effective Time. As
used in this Section 22(b), the following terms have the following meanings:

"LIBERTY Entity" means LIBERTY, any of the Subsidiaries (including First
Federal and any other entities acquired by LIBERTY or its Subsidiaries after the
date hereof but prior to the Effective Time) and any of their respective
predecessors in interest.

"Official Capacity with a LIBERTY Entity" means an individual's capacity as
an officer or director of a LIBERTY Entity or, if a LIBERTY Entity requested the
individual to serve as such, the individual's capacity as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
association, partnership, joint venture, trust, employee benefit plan, or other
enterprise.

"Indemnify" means to indemnify, defend, and hold harmless and shall include
paying or reimbursing expenses in advance of any final disposition of a
Proceeding.

"Applicable Law" means the laws of the state, United States or other
jurisdiction under which each LIBERTY entity, respectively, is organized.

"Proceeding" means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.

(c) From and after the Effective Time, persons who, immediately prior to
the Effective Time, served as the directors, officers and employees of LIBERTY
and its Subsidiaries, who, following the Effective Time, continue as directors,
officers and/or employees of the Surviving Corporation or one of its
subsidiaries, shall have indemnification and defense rights having prospective
application only, except, however, for the indemnification and defense rights
set forth in paragraphs (a) and (b) of this Section 22. These prospective
indemnification and defense rights shall consist of (i) such rights to which
directors, officers and employees are entitled under the provisions of the
Articles of Incorporation, By-laws 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 and defense 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 and defense 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 and defense
rights available in clause (i) above.

(d) The obligations of BANC ONE provided under paragraphs (a) and (b) of
this Section 22 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 22.

Ex.2.1-30
<PAGE> 31

23. NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The respective
representations and warranties of LIBERTY, BANC ONE and ACQUISITION CORP.
contained in this Merger Agreement shall not survive the Effective Time.

24. GOVERNING LAW. This Merger Agreement shall be construed and
interpreted according to the applicable laws of the Commonwealth of Kentucky.

25. 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, interests, or obligations hereunder shall be assigned by
any of the parties hereto without the prior written consent of the other
parties.

26. SATISFACTION OF CONDITIONS; TERMINATION.

(a) BANC ONE and ACQUISITION CORP. 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 ACQUISITION CORP., and LIBERTY agrees to
use its reasonable best efforts to obtain the satisfaction of the conditions of
this Merger Agreement insofar as they relate to LIBERTY, 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 Merger by the
shareholders of ACQUISITION CORP. or by LIBERTY's shareholders, upon the
occurrence of any of the following by written notice from BANC ONE to LIBERTY
(authorized by the Board of Directors of BANC ONE), or by written notice from
LIBERTY to BANC ONE (authorized by the Board of Directors of LIBERTY), as the
case may be:

(i) If any material condition to the obligations of BANC ONE and/or
ACQUISITION CORP. 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
LIBERTY 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
LIBERTY, each party's right to terminate under this Section 26 (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 Merger shall not have been consummated on or before
October 15, 1994.

(c) In the event that LIBERTY fails to deliver the LIBERTY Disclosure
Letter to BANC ONE as set forth in Section 16(j) of this Merger Agreement, BANC
ONE may, upon written notice to LIBERTY, terminate this Merger Agreement;
provided, however that notice of termination because of such failure of delivery
must be given by BANC ONE to LIBERTY within thirteen business days of the date
of this Merger Agreement. If, upon BANC ONE's review of the LIBERTY Disclosure
Letter delivered to BANC ONE as required by Section 16(j), BANC ONE determines,
in its sole discretion, not to proceed with the Merger and the exchange of
shares contemplated by the Merger Agreement, BANC ONE may, upon written notice
to LIBERTY, terminate this Merger Agreement; provided, however, that BANC ONE
shall complete its review of the LIBERTY Disclosure Letter and give LIBERTY
written notice of whether it will or will not terminate the Merger Agreement
pursuant to this paragraph as soon as reasonably possible and, in any event,
within ten business days following the date on which the LIBERTY Disclosure
Letter is received by BANC ONE.

In the event that BANC ONE's pre-acquisition investigation and review of
LIBERTY as described in Section 10(o) 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 LIBERTY
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
LIBERTY and its Subsidiaries on a consolidated basis or (y) to deviate
materially and adversely from LIBERTY's audited financial statements for the
year ended December 31, 1992, BANC ONE may elect

Ex.2.1-31
<PAGE> 32

to terminate this Merger Agreement by giving written notice of termination to
LIBERTY within seven days of the conclusion of such pre-acquisition
investigation.

(d) In the event that LIBERTY's pre-acquisition investigation and review of
BANC ONE as described in Section 10(p) of this Merger Agreement discloses
matters which LIBERTY 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 LIBERTY, 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, LIBERTY 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) LIBERTY, 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 ACQUISITION CORP.
or by LIBERTY's shareholders, in the event that the BANC ONE Average Price (as
defined in Section 7 of this Merger Agreement) for the Valuation Period (as
defined in Section 7 and determined assuming that the Effective Time shall occur
as set forth in Section 10(c)) is less than $38.00 per share (the "Termination
Price"). In determining whether to terminate this Merger Agreement pursuant to
this Section 26(e), the Board of Directors of LIBERTY may, but is not required
to, consider whether the fact that the BANC ONE Average Price is less than
$38.00 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 LIBERTY, 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. LIBERTY shall elect to terminate the Merger Agreement
pursuant to this Section 26(e) by giving written notice of such election to BANC
ONE not later than the later to occur of (x) the fourth NYSE trading day prior
to the proposed Effective Time calculated and determined pursuant to Section
10(c) and (y) the second NYSE trading day after the proposed Effective Time is
determined pursuant to Section 10(c). Upon receipt of such notice, and provided
that the BANC ONE Average Price is $35.00 or more, BANC ONE may, at its sole
option:

(i) nullify such election to terminate by giving written notice to
LIBERTY, within two NYSE trading days of BANC ONE's receipt of LIBERTY's
notice, that it will modify the Exchange Rate, as otherwise set forth in
Section 7 of this Agreement, by increasing such Exchange Rate to that
number of shares of BANC ONE Common, carried to four decimal places, which
when multiplied by the BANC ONE Average Price during the Valuation Period
(established as set forth above), will equal $32.00 (the "Minimum Price");
or

(ii) accept such termination by giving written notice to LIBERTY of
such acceptance within two NYSE trading days of BANC ONE's receipt of
LIBERTY's notice. In the event of such acceptance of termination, this
Merger Agreement shall be terminated

If the BANC ONE Average Price is less than $35.00, upon BANC ONE's receipt
of LIBERTY's notice, this Merger Agreement shall be terminated.

The Exchange Rate determined pursuant to Section 26(e)(i) is subject to
further adjustment pursuant to Sections 7(e) and 7(f) of this Merger Agreement,
as appropriate.

If BANC ONE declares a stock dividend or effects a reclassification,
recapitalization, split-up, combination or subdivision of its common stock
between the date hereof and the "Ex-Dividend Date" (as hereinafter defined)
established for the shares being so divided, diluted or otherwise affected which
is prior to any portion of the Valuation Period, appropriate adjustment will be
made in the Minimum Price and the Termination Price. The "Ex-Dividend Date" is
that date established by the NYSE for such distributions.

A termination resulting from LIBERTY's election under this Section 26(e)
shall be deemed to have been a termination by mutual consent of the parties.

Ex.2.1-32
<PAGE> 33

(f) This Merger Agreement may be terminated and abandoned (whether before
or after approval of the Merger by the shareholders of ACQUISITION CORP. or by
LIBERTY's shareholders) by mutual written consent of LIBERTY, ACQUISITION CORP.
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 26(c), (d) or (e), (i) this Merger
Agreement shall cease and terminate, the acquisition of LIBERTY as provided
herein shall not be consummated, and none of BANC ONE, ACQUISITION CORP. nor
LIBERTY 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, and (ii) BANC ONE, ACQUISITION CORP. and LIBERTY 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. The
duties of the parties with respect to confidential information as set forth in
Section 10(f) shall survive any termination of this Merger Agreement.

(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.

27. WAIVERS; AMENDMENTS. Any of the provisions of this Merger Agreement
may be waived in writing 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 LIBERTY or its shareholders, may be made only following due
authorization by the Board of Directors of LIBERTY. 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 LIBERTY, ACQUISITION CORP. and BANC ONE;
provided, further, however, that after a favorable vote by the shareholders of
LIBERTY any such action shall be taken by LIBERTY 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 LIBERTY, and will not require resolicitation of any proxies from
such shareholders.

28. ENTIRE AGREEMENT. Subject to the exceptions noted in the next
following sentence, this Merger Agreement supersedes any other agreement,
whether written or oral, that may have been made or entered into by LIBERTY,
ACQUISITION CORP. and/or BANC ONE or by any officer or officers of such parties
relating to the acquisition of the business or the capital stock of LIBERTY
and/or its Subsidiaries by BANC ONE or ACQUISITION CORP. Except for the BANC ONE
Disclosure Letter and any attachments thereto, the LIBERTY Disclosure Letter and
any attachments thereto, the Confidentiality Agreement, and the Benefits
Agreement addressing benefit plans and policies, this Merger Agreement and the
exhibits hereto constitute the entire agreement by the parties, and there are no
agreements or commitments except as set forth herein and therein.

29. 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.

30. 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

Ex.2.1-33
<PAGE> 34

forwarded to such a nationally recognized overnight courier service for
overnight delivery. 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 LIBERTY, to:

LIBERTY NATIONAL BANCORP, INC.
Attention of: Chairman of the Board of Directors
416 West Jefferson Street
Louisville, Kentucky 40202-3244

With a copy to:

LIBERTY NATIONAL BANCORP, INC.
Attention: General Counsel
416 West Jefferson Street
Louisville, Kentucky 40202-3244

And with copy to:

Brown, Todd & Heyburn
Attention of: R. James Straus
3200 Capital Holding Center
Louisville, Kentucky 40202-3363

AARON ACQUISITION CORPORATION
Attention of: Roman J. Gerber
Chairman
100 East Broad Street
Columbus, Ohio 43271

Ex.2.1-34
<PAGE> 35

IN WITNESS WHEREOF, this Merger Agreement has been executed the day and
year first above written.

ATTEST: BANC ONE CORPORATION

/s/ ROMAN J. GERBER By: /s/ WILLIAM P. BOARDMAN
- ----------------------------- ---------------------------------
Roman J. Gerber William P. Boardman
Secretary Senior Executive Vice President

ATTEST: LIBERTY NATIONAL BANCORP, INC.

/s/ KATHRYN R. ARTERBERRY By: /s/ MALCOLM B. CHANCEY, JR.
- ----------------------------- ---------------------------------
Kathryn R. Arterberry Malcolm B. Chancey, Jr.
Assistant Secretary Chairman of the Board of Directors
and Chief Executive Officer
ATTEST:
AARON ACQUISITION CORPORATION
/s/ CHARLES F. ANDREWS
- -----------------------------
Charles F. Andrews By: /s/ ROMAN J. GERBER
Secretary ----------------------------------
Roman J. Gerber
Chairman

Ex.2.1-35

<PAGE> 1

OPTION AGREEMENT

Option Agreement, dated as of November 2, 1993 (this "Agreement"), by and
between Liberty National Bancorp, Inc., a corporation organized under the laws
of the Commonwealth of Kentucky ("LIBERTY") and BANC ONE CORPORATION, a
corporation organized under the laws of the State of Ohio ("BANC ONE").

WITNESSETH:

WHEREAS, LIBERTY and Aaron Acquisition Corporation, a Kentucky corporation
and a wholly owned subsidiary of BANC ONE ("ACQUISITION CORP."), together with
BANC ONE, have executed a Merger Agreement dated as of November 2, 1993 (the
"Merger Agreement") providing for the merger of ACQUISITION CORP. with and into
LIBERTY pursuant to which BANC ONE will acquire LIBERTY as the surviving
corporation;

WHEREAS, Section 21 of the Merger Agreement provides that LIBERTY will
execute and deliver an Option Agreement, substantially in the form of this
Agreement, to BANC ONE prior to the close of business November 3, 1993;

NOW THEREFORE, in consideration of said Merger Agreement and their mutual
promises and obligations, the parties hereto adopt and make this Agreement as
follows:

1. LIBERTY hereby grants to BANC ONE an irrevocable option (the
"Option") to purchase in accordance with the terms of this Option Agreement
at the closing trade price of a share of the Common Stock, of LIBERTY
("LIBERTY Common"), on November 2, 1993, as reported on the National
Association of Securities Dealers Automated Quotation System National
Market System, per share (the "Per Share Price") in cash up to 5,064,663
authorized but unissued shares of LIBERTY Common (the "Optioned Shares").
The Option shall expire (such event being referred to herein as the "Option
Termination Event") if not exercised as permitted under this Agreement
prior to the earlier of (i) at the time the merger of ACQUISITION CORP.
into LIBERTY becomes effective as set forth and defined in Section 4 of the
Merger Agreement (the "Effective Time"), (ii) BANC ONE or LIBERTY receiving
written notice from the Board of Governors of the Federal Reserve System
(the "Board") or its staff to the effect that the exercise of the Option
pursuant to the terms of this Agreement is not consistent with Section 3 of
the Bank Holding Company Act of 1956, as amended, (iii) termination of the
Merger Agreement by BANC ONE in accordance with the provisions of Section
26 of the Merger Agreement if such termination occurs prior to the
occurrence of an Initial Triggering Event (as hereinafter defined), (iv)
the first business day after the three hundred and sixty-fifth calendar day
following termination of the Merger Agreement by BANC ONE in accordance
with the provisions of Section 26 thereof, if such termination follows the
occurrence of an Initial Triggering Event, provided that the Option shall
in all events expire not later than 18 months after such Initial Triggering
Event, (v) termination of the Merger Agreement by LIBERTY in accordance
with the provisions of Section 26 thereof, or (vi) termination of the
Merger Agreement by mutual consent of BANC ONE and LIBERTY. If, in the case
of (iv), the Option is otherwise exercisable but cannot be exercised on
such day solely because of any injunction, order or similar restraint
issued by a court of competent jurisdiction, the Option shall expire on the
twentieth business day after such injunction, order or restraint shall have
been dissolved or when such injunction, order or restraint shall have
become permanent and no longer subject to appeal, as the case may be.

2. Provided that (i) no preliminary or permanent injunction or other
order issued by any Federal or state court of competent jurisdiction in the
United States prohibiting the exercise of the Option or the delivery of the
Optioned Shares shall be in effect and (ii) any such exercise shall
otherwise be subject to compliance with applicable law and (iii) BANC ONE
is not then in material breach of the Merger Agreement, BANC ONE may
exercise the Option in whole or in part at any time or from time to time
after the occurrence of both an Initial Triggering Event and a Purchase
Event (as defined in Section 4 of this Agreement) if, but only if, both the
Initial Triggering Event and the Purchase Event shall have occurred prior
to the occurrence of an Option Termination Event. In the event that BANC
ONE wishes

Ex.2.2-1
<PAGE> 2

to exercise the Option, BANC ONE shall give written notice of such
exercise (the date of such notice being herein called the "Notice Date")
within 30 days following such Purchase Event to LIBERTY specifying the
number of Optioned Shares it will purchase pursuant to such exercise and a
place and date for the closing of such purchase which date shall be within
60 days of the Purchase Event, subject to reasonable extensions in order
for BANC ONE to obtain required regulatory approvals.

3. At any closing of the exercise of the Option, (i) BANC ONE will
make payment to LIBERTY of the aggregate price for the Optioned Shares in
immediately available funds, in an amount equal to the product of the Per
Share Price multiplied by the number of Optioned Shares being purchased at
such closing and (ii) LIBERTY will deliver to BANC ONE a duly executed
certificate or certificates representing the number of Optioned Shares so
purchased, registered in the name of BANC ONE or its nominee in the
denominations designated by BANC ONE in its notice of exercise. Unless
counsel for LIBERTY and BANC ONE agree that such shares are not "restricted
shares" under federal and/or state securities laws, certificates for such
shares shall bear a legend to that effect.

4. For purposes of this Agreement, an "Initial Triggering Event" shall
have occurred at such time as one of the following events shall have
occurred and BANC ONE shall have determined in good faith (and shall have
notified LIBERTY in writing of such determination) that there is a
reasonable likelihood that, as a result of the occurrence of any of the
following events, consummation of the Merger pursuant to the term of this
Merger Agreement is jeopardized: (i) any person as defined in
sec.sec.3(a)(9) or 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") (other than BANC ONE or any BANC ONE subsidiary or
affiliate) shall have commenced a bona fide offer to purchase shares of
LIBERTY Common such that, upon consummation of said offer, such person
would own or control 10% or more of the outstanding shares of LIBERTY
Common, or shall have entered into an agreement with LIBERTY, or shall have
filed an application or notice with the Board or any other federal or state
regulatory agency for clearance or approval, to (A) merge or consolidate or
enter into any similar transaction, with LIBERTY, (B) purchase, lease or
otherwise acquire all or substantially all of the assets of LIBERTY or (C)
purchase or otherwise acquire (including by way of merger, consolidation,
share exchange or any similar transaction) securities representing 10% or
more of the voting power of LIBERTY; (ii) any person (other than BANC ONE,
ACQUISITION CORP., any BANC ONE subsidiary or affiliate, any subsidiary of
LIBERTY ("LIBERTY Subsidiary") in a fiduciary capacity) shall have acquired
beneficial ownership or the right to acquire beneficial ownership of 10% or
more of the outstanding shares of LIBERTY Common (the term "beneficial
ownership" for purposes of this Agreement having the meaning assigned
thereto in Section 13(d) of the 1934 Act; (iii) any person (other than BANC
ONE or any BANC ONE subsidiary or affiliate) shall have made a bona fide
proposal to LIBERTY after the date of the Merger Agreement by public
announcement or written communication that is the subject of public
disclosure or regulatory report or filing to (A) acquire LIBERTY by merger,
consolidation, purchase of all or substantially all of its assets or any
other similar transaction, or (B) make an offer described in clause (i)
above; (iv) any person shall have solicited proxies in a proxy solicitation
subject to Regulation 14A under the 1934 Act in opposition to approval of
the Merger Agreement by LIBERTY's shareholders; (v) or LIBERTY shall have
willfully breached any provision of the Merger Agreement, which breach
would entitle BANC ONE to terminate the Merger Agreement and such breach
shall not have been cured pursuant to the terms of the Merger Agreement.
For purposes of this Agreement, a "Purchase Event" shall have occurred at
such time as (i) any person (other than BANC ONE or any BANC ONE subsidiary
or affiliate) acquires beneficial ownership of 50% or more of the
then-outstanding shares of LIBERTY Common, or (ii) LIBERTY enters into an
agreement with another person (other than BANC ONE or any BANC ONE
subsidiary) pursuant to which such person is entitled to acquire 50% or
more of the then-outstanding shares of LIBERTY Common.

5. If between the date of the Merger Agreement and the Effective Time,
the shares of LIBERTY Common shall be changed into a different number of
shares by reason of any reclassification, recapitalization, split-up,
combination or exchange of shares, or if a stock dividend thereon shall be
declared with a record date within said period (an "Event"), the number of
Optioned Shares and the Per Share Price shall be adjusted appropriately so
as to restore BANC ONE to its rights hereunder,

Ex.2.2-2
<PAGE> 3

including, without limitation, its right to purchase that number of
additional shares (the "Additional Optioned Shares") representing
ownership of the voting power of the capital stock of LIBERTY (in addition
to shares of LIBERTY Common acquired other than pursuant to any exercise
of the Option) so that the ratio of (x) the sum of (A) the Optioned Shares
(including such Additional Optioned Shares, if any, calculated as a result
of one or more earlier Events) plus (B) the Additional Optioned Shares,
over the total number of shares of LIBERTY Common issued and outstanding
after each such Event, shall be equal to the ratio of (y) the sum of (C)
5,064,663 plus (D) such Additional Optioned Shares, if any, calculated as
a result of one or more earlier Events, over the total number of shares of
LIBERTY Common issued and outstanding immediately prior to each such
Event, at an adjusted per share purchase price equal to the Per Share
Price multiplied by a fraction, the numerator of which shall be equal to
the number of shares of LIBERTY Common purchasable prior to the adjustment
and the denominator of which shall be equal to the number of shares of
LIBERTY Common purchasable after the adjustment; provided, however, that
nothing in this Option shall be construed as permitting LIBERTY to take
any action or enter into any transaction prohibited by this Agreement.

6. LIBERTY shall, if requested by BANC ONE, as expeditiously as
possible file a registration statement on a form of general use under the
Securities Act of 1933, as amended, if necessary in order to permit the
sale or other disposition of the shares of LIBERTY Common that have been
acquired upon exercise of the Option in accordance with the intended method
of sale or other disposition requested by BANC ONE. BANC ONE shall provide
all information reasonably requested by LIBERTY for inclusion in any
registration statement to be filed hereunder. LIBERTY will use its best
efforts to cause such registration statement first to become effective and
then to remain effective for such period not in excess of two hundred and
seventy calendar days from the day such registration statement first
becomes effective as may be reasonably necessary to effect such sales or
other dispositions. The registration effected under this Section 6 shall be
at LIBERTY's expense except for all filing and agency fees and commissions
and underwriting discounts and commissions attributable to the sale of such
securities and fees and disbursements of BANC ONE's counsel related
thereto, which amounts shall be borne by BANC ONE. In no event shall
LIBERTY be required to effect more than one registration hereunder. The
filing of any registration statement hereunder may be delayed for such
period of time as may reasonably be required if LIBERTY determines that any
such filing or the offering of any such shares of LIBERTY Common would (i)
impede, delay or otherwise interfere with any financing, offer or sale of
LIBERTY Common or any other securities of LIBERTY, or (ii) require
disclosure of material information which, if disclosed at that time, would
be materially harmful to the interests of LIBERTY and its shareholders. If
requested by BANC ONE in connection with any such registration, LIBERTY
will become a party to any underwriting agreement relating to the sale of
such shares, but only to the extent of obligating itself in respect of
representations, warranties, indemnities and other agreements customarily
required of issuers. Neither this Option Agreement nor the Option are
assignable by BANC ONE. BANC ONE and LIBERTY agree to use their respective
reasonable efforts to cause, and to cause any underwriters of any sale or
other disposition to cause, any sale or other disposition of the Optioned
Shares and any Additional Optioned Shares to be effected on a widely
distributed basis so that insofar as it is reasonably possible, upon
consummation thereof no purchaser or transferee shall own beneficially more
than 2% of the then outstanding voting power of LIBERTY.

7. 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. All notices and other
communications hereunder given to any party shall be communicated to the
remaining party to this Agreement by mail or by hand-delivery in the same
manner as herein provided.

Ex.2.2-3
<PAGE> 4

(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 LIBERTY, to:

LIBERTY NATIONAL BANCORP, INC.
Attention of: Chairman of the Board of Directors
416 Jefferson Street
Louisville, Kentucky 40202-3244

With a copy to:

LIBERTY NATIONAL BANCORP, INC.
Attention: General Counsel
416 West Jefferson Street
Louisville, Kentucky 40202-3244

And with a copy to:

Brown, Todd & Heyburn
Attention: R. James Straus
3200 Capital Holding Center
Louisville, Kentucky 40202-3363

Ex.2.2-4
<PAGE> 5

IN WITNESS WHEREOF, this Agreement has been executed the day and year first
above written.

ATTEST: BANC ONE CORPORATION

/s/Roman J. Gerber By: /s/ William P. Boardman
- ----------------------------- ----------------------------------
Roman J. Gerber William P. Boardman
Secretary Senior Executive Vice President

ATTEST: LIBERTY NATIONAL BANCORP, INC.

/s/Kathryn R. Arterberry By: /s/Malcolm B. Chancey, Jr.
- ----------------------------- ----------------------------------
Kathryn R. Arterberry Malcolm B. Chancey, Jr.
Assistant Secretary Chairman of the Board of Directors
and Chief Executive Officer

Ex.2.2-5

<PAGE> 1

LIBERTY NATIONAL BANCORP, INC. ("Liberty")
Louisville, Kentucky

THIS PROXY FORM IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints DAVID R. BASS or W. C. FISHER, JR., or
GILBERT PAMPLIN, or any one of them (with full power to act alone), my proxy,
with Liberty's Chairman having the power to appoint a proxy's substitute, to
represent me to vote all of the Common Stock of Liberty held of record by me or
which I am otherwise entitled to vote, at the close of business on
, 1994, at the Special Meeting of its Shareholders to be held on
, 1994, at a.m. and at any adjournment thereof, with all
powers the undersigned would possess if personally present, as follows:

1. MERGER. A proposal (the "Merger Proposal") (i) to approve
the Merger Agreement dated as of November 2, 1993, and amended as
of May 19, 1994, by and among Liberty, BANC ONE CORPORATION
("BANC ONE") and Aaron Acquisition Corporation ("Acquisition
Corp."), a wholly owned subsidiary of BANC ONE and the related
Plan of Merger and Reorganization and (ii) a proposed amendment to
the Merger Agreement and an alternative Plan of Merger and
Reorganization, providing for the merger of Acquisition Corp. with
and into Liberty (the "Merger"), pursuant to which each
outstanding share of Liberty Common Stock will be converted into
shares of BANC ONE Common Stock, and the surviving corporation
shall become a wholly owned subsidiary of BANC ONE; and to
authorize such other action by the Board of Directors of Liberty
and any of its executive or proper officers as may be necessary or
appropriate to carry out the objects, intents, or purposes of the
Merger Proposal.

FOR AGAINST ABSTAIN
--------------- ------------- ---------

2. OTHER BUSINESS. In their discretion, the proxies are authorized to
act upon such other matters as may properly be brought before the
Special Meeting or any adjournment thereof.

THIS PROXY FORM IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS
SPECIFIED AND IN ACCORDANCE WITH THE ACCOMPANYING PROXY STATEMENT. IF NO
INSTRUCTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR" ITEM 1.

Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign full corporate name by President or other authorized officer. If a
partnership, please sign partnership name by authorized person.

Date , 1994
------------------- ----------------------------------
Signature

PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY FORM PROMPTLY USING THE
ENCLOSED ENVELOPE. -----------------------------------
Signature if held jointly

Ex.2.3-1

<PAGE> 1

FIRST AGREEMENT AMENDING

MERGER AGREEMENT

This First Agreement Amending the Merger Agreement between LIBERTY NATIONAL
BANCORP, INC. (hereinafter called "LIBERTY") and AARON ACQUISITION CORPORATION
(hereinafter called "ACQUISITION CORP.") and joined in by BANC ONE CORPORATION
(hereinafter called "BANC ONE") is dated as of May 19, 1994.

WITNESSETH

WHEREAS, the parties hereto have entered into a Merger Agreement dated as
of November 2, 1993 (hereinafter called the "Merger Agreement") providing for
the merger of ACQUISITION CORP. into LIBERTY and the exchange of shares of BANC
ONE Common Stock for the shares of LIBERTY Common Stock;

WHEREAS, the Merger Agreement provides that prior to the time the merger of
ACQUISITION CORP. into LIBERTY becomes effective, BANC ONE will transfer
ownership of its subsidiary, Bank One, Lexington, National Association to
ACQUISITION CORP; and

WHEREAS the parties have determined that instead of transferring Bank One,
Lexington, National Association to ACQUISITION CORP. prior to said merger it
would be appropriate for BANC ONE to transfer ownership of Bank One, Lexington,
National Association to the entity resulting from the merger of ACQUISITION
CORP. and LIBERTY following said merger.

STATEMENT OF AMENDMENT

NOW THEREFORE, the parties hereby agree that Section 10(k) of the Merger
Agreement shall be and is hereby amended to read in its entirety as follows:

(k) Immediately following the Merger, and prior to the time the Bank
P&A becomes effective pursuant to the Bank P&A Agreement, BANC ONE will
transfer direct ownership of the shares of BANK ONE LEXINGTON to the
Surviving Corporation. If appropriate and necessary, prior to said transfer
of direct ownership of the shares of BANK ONE LEXINGTON, BANC ONE, as the
sole shareholder of BANK ONE LEXINGTON, will ratify and confirm the Bank
P&A at a meeting of the shareholders of BANK ONE LEXINGTON held for such
purpose or by means of a unanimous written consent of BANK ONE LEXINGTON
shareholders adopted in lieu of a meeting to approve the Bank P&A and the
Bank P&A Agreement.

Except as amended by this Agreement, the Merger Agreement and the exhibits
thereto remain in full force and effect without alteration or change. All
capitalized terms used but not otherwise defined herein shall have the meanings
assigned thereto in the Merger Agreement.

Ex.2.4-1
<PAGE> 2

IN WITNESS WHEREOF, the parties hereto have set their hands on the date and
in the year first above written.

ATTEST: BANC ONE CORPORATION

/s/ CHARLES F. ANDREWS By: /s/ ROMAN J. GERBER
- ----------------------------- -----------------------------------
Assistant Secretary Roman J. Gerber
Executive Vice President

ATTEST: LIBERTY NATIONAL BANCORP, INC.

/s/ KATHRYN ROSS ARTERBERRY By: /s/ MALCOLM B. CHANCEY, JR.
- ----------------------------- -----------------------------------
Assistant Secretary Malcolm B. Chancey, Jr.
Chairman of the Board of Directors
and Chief Executive Officer
ATTEST:
AARON ACQUISITION CORPORATION
/s/ CHARLES F. ANDREWS
- -----------------------------
Charles F. Andrews By: /s/ ROMAN J. GERBER
Secretary -----------------------------------
Roman J. Gerber
Chairman

Ex.2.4-2

<PAGE> 1

AMENDMENT TO MERGER AGREEMENT AND
---------------------------------
PLAN OF MERGER AND REORGANIZATION
---------------------------------

This is an amendment ("Amendment") dated as of May 17, 1994, to (i) the
Merger Agreement dated as of November 2, 1993 (the "Merger Agreement") between
LIBERTY NATIONAL BANCORP, INC. ("LIBERTY") and AARON ACQUISITION CORP.
("ACQUISITION CORP.") and joined in by BANC ONE CORPORATION ("BANC ONE") and
(ii) the related Plan of Merger and Reorganization (the "Plan of Merger") for
the merger of LIBERTY into ACQUISITION CORP.

1. AMENDMENT. Section 26(e) of the Merger Agreement and Section 16 of the
Plan of Merger are each hereby amended to append the following paragraph at the
end of each of these sections:

Notwithstanding anything in this Section to the contrary, if the BANC ONE
Average Price is less than $35.00 during the Valuation Period ($31.82 as
adjusted to reflect the 10% stock dividend paid to BANC ONE stockholders on
March 4, 1994) and if LIBERTY's notice of termination gives BANC ONE the
option to increase the Exchange Rate, BANC ONE may, at its sole option:

(i) Nullify such election to terminate by giving written notice to
LIBERTY, within two NYSE trading days of BANC ONE's receipt of
LIBERTY's notice, that it will modify the Exchange Rate by increasing
such Exchange Rate to that number of shares of BANC ONE Common carried
to four decimal places, which, when multiplied by the BANC ONE Average
Price during the valuation period, will equal $32.00; or

(ii) Accept such termination by giving written notice to LIBERTY of such
acceptance within two NYSE trading days of BANC ONE's receipt of
LIBERTY's notice. In the event of such acceptance of termination, the
Plan of Merger and the Merger Agreement shall be terminated.

If the BANC ONE Average Price during the Valuation Period is less than
$35.00 ($31.82 as adjusted to reflect the 10% stock dividend paid to BANC
ONE stockholders on March 4, 1994) and LIBERTY's termination notice does not
give BANC ONE the option to increase the

Ex. 2.5-1

<PAGE> 2
Exchange Rate, upon BANC ONE's receipt of LIBERTY's notice, the Merger
Agreement and the Plan of Merger shall be terminated.

2. EFFECTIVENESS OF AMENDMENT. This Amendment shall be effective if and only
if adopted and approved by the Board of Directors and shareholders of LIBERTY
and ACQUISITION CORP. and by the Board of Directors of BANC ONE and executed on
behalf of LIBERTY, ACQUISITION CORP. and BANC ONE. If this Amendment does not
become effective, the Merger Agreement and the Plan of Merger shall remain in
full force and effect, unamended. If this Amendment becomes effective, the
Merger Agreement and Plan of Merger shall remain in full force and effect
except as expressly amended by this Amendment.

IN WITNESS WHERE, this Amendment has been executed as of the day and year first
above written, but actually on the date set forth below.

BANC ONE CORPORATION
ATTEST:

_________________________ By: _________________________

Date:_________________________

LIBERTY NATIONAL BANCORP, INC.
ATTEST:

_________________________ By: _________________________
Malcolm B. Chancey, Jr.
Chairman of the Board of
Directors and
Chief Executive Officer

Date:_________________________

AARON ACQUISITION CORPORATION
ATTEST:

_________________________ By: _________________________

Date:_________________________

61:gs/cab:179
NH9.E2075
179/private\lnb\Amend
5/18/94

Ex. 2.5-2

<PAGE> 1
[BANK 1 ONE Logo]

May 27, 1994

BANC ONE CORPORATION
100 East Broad Street
Columbus, Ohio 43215

Re: BANC ONE CORPORATION Registration Statement on Form S-4 (Liberty
National Bancorp, Inc.)

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 26,813,439
shares of common stock, no par value, of BANC ONE (the "Shares") to the
shareholders of Liberty National Bancorp, Inc. ("LIBERTY") in connection with
the merger (the "Merger") of Aaron Acquisition Corporation ("Acquisition
Corp."), a wholly owned subsidiary of BANC ONE with and into LIBERTY, pursuant
to the terms of a Merger Agreement dated November 2, 1993, as amended, by and
among LIBERTY, BANC ONE and Acquisition Corp. (the "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, the Shares, when
issued and delivered pursuant to the provisions of the Merger Agreement and
upon consummation of the 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,

Lee S. Adams
- ---------------------
Lee S. Adams
Deputy General Counsel

Ex. 5-1

<PAGE> 1

[letterhead]

May 31, 1994

Liberty National Bancorp, Inc. BANC ONE CORPORATION
and Its Shareholders 100 East Broad Street
416 West Jefferson Street Columbus, Ohio 43271
Louisville, Kentucky 40202

Re: Merger of Aaron Acquisition Corporation
WITH AND INTO LIBERTY NATIONAL BANCORP, INC.
--------------------------------------------

Gentlemen:

Pursuant to #12 of the merger agreement dated November 2, 1993 by and among
Liberty National Bancorp, Inc. ("Liberty"), Aaron Acquisition Corporation
("Acquisition Corp.") and BANC ONE CORPORATION ("BANC ONE") (the "Merger
Agreement"), our opinion has been requested with respect to certain of the
federal income tax consequences of the merger of Acquisition Corp., the
wholly-owned subsidiary of BANC ONE, with and into Liberty (the "Merger").
Under the Merger, the shareholders of Liberty will receive shares of BANC ONE
voting common stock.

DOCUMENTS EXAMINED

In connection with the rendering of our opinion, we have examined the
following:

1. The Merger Agreement.

2. The Registration Statement on Form S-4 under the Securities Act of 1933
filed by BANC ONE with respect to the BANC ONE common stock to be issued
in connection with the Merger (the "Registration Statement").

3. Such other documents, records and matters of law as we have deemed
necessary or appropriate in connection with rendering this opinion.

D03:[00644.DOCS.BAN13127-4]TAX_OPINION.AA2

Ex. 8-1

<PAGE> 2
[letterhead]
Liberty National Bancorp, Inc.
BANC ONE CORPORATION
May 31, 1994
Page 2

In our review and examination of the foregoing, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals and the conformity to original documents of all documents
submitted to us as certified or duplicate copies thereof. We have further
assumed that the execution and delivery of any of the foregoing have been duly
authorized by all necessary corporate action in order to make the foregoing
valid and legally binding obligations of the parties, enforceable in accordance
with their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws, both state and
federal, affecting the enforcement of creditors' rights or remedies in general
from time to time in effect and the exercise by courts of equity powers or
their application of principles of public policy.

FACTUAL ASSUMPTIONS

In rendering this opinion, we have made the following assumptions as to
factual matters.

1. The representations and warranties of the parties contained in the
documents listed in the section entitled Documents Examined that may be
deemed material to this opinion are all true in all material respects as
of the date hereof.

2. The representations as to factual matters of Liberty, BANC ONE and
Acquisition Corp. contained in one or more Representation Certificates are
all true in all material respects as of the date hereof.

3. The Merger shall be consummated, and all transactions related thereto or
contemplated by the Merger Agreement and the Registration Statement shall
be consummated in accordance with the terms and conditions of the
applicable documents.

4. The Merger will qualify as a merger under applicable state law.

LIMITATIONS ON OPINION

The following limitations apply with respect to this opinion:

1. This opinion is based upon the current provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), the Treasury Regulations
promulgated thereunder, and the interpretations thereof by the Internal
Revenue Service and

- 2 -
D03:[00644.DOCS.BAN13127-4]TAX_OPINION.AA2

Ex. 8-2

<PAGE> 3
[letterhead]
Liberty National Bancorp, Inc.
BANC ONE CORPORATION
May 31, 1994
Page 3

those courts having jurisdiction over such matters as of the date hereof,
all of which are subject to change either prospectively or retroactively.
No opinion is rendered with respect to the effect, if any, of any pending
or future legislation or administrative regulation or ruling which may
have a bearing on any of the foregoing.

2. We have not been asked to render an opinion with respect to any federal
income tax matters except those set forth below, nor have we been asked to
render an opinion with respect to any state or local tax consequences of
the Merger. Accordingly, this opinion should not be construed as applying
in any manner to any tax aspect of the Merger other than set forth below.

3. All factual assumptions set forth above are material to all opinions
herein rendered and have been relied upon by us in rendering all such
opinions. Any material inaccuracy in any one or more of the assumed facts
may render all or part of this opinion inapplicable to the Merger.

OPINION

Based upon and subject to the foregoing, it is our opinion that:

1. The statutory merger of Acquisition Corp. with and into Liberty will
constitute a reorganization within the meaning of Section 368(a)(1)(A) and
Section 368(a)(2)(E) of the Code.

2. No gain or loss will be recognized by BANC ONE or Liberty as a consequence
of the Merger.

3. No gain or loss will be recognized by the shareholders of Liberty on the
exchange of their shares of Liberty common stock for shares of BANC ONE
common stock (except for any gain or loss attributable to any cash
received pursuant to the exercise of statutory dissenters' rights or for
fractional share interests to which they may be entitled).

4. The federal income tax basis of the BANC ONE common stock received by the
shareholders of Liberty (including fractional share interests to which
they may be entitled) for their shares of Liberty common stock will be the
same as the

- 3 -
D03:[00644.DOCS.BAN13127-4]TAX_OPINION.AA2

Ex. 8-3

<PAGE> 4
[letterhead]
Liberty National Bancorp, Inc.
BANC ONE CORPORATION
May 31, 1994
Page 4

federal income tax basis of the Liberty common stock surrendered in
exchange therefor.

5. The holding period for the BANC ONE common stock received by shareholders
of Liberty in exchange for their shares of Liberty common stock will
include the period for which the Liberty common stock exchanged therefor
was held, provided that the exchanged Liberty common stock was held as a
capital asset by such shareholder on the date of the exchange.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Respectfully submitted,

/s/ Squire, Sanders & Dempsey

- 4 -
D03:[00644.DOCS.BAN13127-4]TAX_OPINION.AA2

Ex. 8-4

<PAGE> 1

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 report which includes an explanatory
paragraph regarding the change in method of accounting for income taxes in 1991,
dated January 11, 1994 on our audits of the consolidated financial statements
of Liberty National Bancorp, Inc. as of December 31, 1993 and 1992, and for
the years ended December 31, 1993, 1992, and 1991, included in Liberty
National Bancorp, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1993. We also consent to the reference to our Firm under the
caption "Miscellaneous Information" in said Registration Statement.

COOPERS & LYBRAND

Louisville, Kentucky
May 31, 1994

Ex.23.1-1