BANC ONE CORP/OH/, S-4/A, 1994-03-28

BANC ONE CORP/OH/
S-4/A, 1994-03-28
NATIONAL COMMERCIAL BANKS

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Filed with the Securities and Exchange Commission on March 28, 1994

Registration No 33-52413

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

Pre-effective Amendment No. 2

Form S-4

REGISTRATION STATEMENT

Under

The Securities Act of 1933

BANC ONE CORPORATION

(Exact Name of Registrant as specified in Charter)

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

F O R M S - 4

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

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

Ohio
(State or other jurisdiction of incorporation or organization)

6711
(Primary Standard Industrial Classification Code Number)

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

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

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

With Copies to:

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

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

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

Calculation of Registration Fee

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

Common Stock 477,418 $17.00 $8,116,106 $2,798.68

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

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

BANC ONE CORPORATION
Cross Reference Sheet

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

A. Information about the Transaction

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

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

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

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

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

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

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

Item 8 - Experts Experts

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

B. Information about the Registrant

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

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

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

Item 13 - Incorporation of Certain *
Information by Reference

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

C. Information about the Company
Being Acquired

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

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

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

D. Voting and Management Information

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

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

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

, 1994

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

Notice of Special Meeting of Stockholders
To be Held , 1994

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

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

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

BANC ONE is a bank holding company owning substantially all of the capital
stock of 80 commercial banks located in Arizona, California, Colorado,
Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Texas, Utah, West
Virginia and Wisconsin. Banc One Arizona is a wholly owned subsidiary of BANC
ONE and is the direct parent of 3 commercial banks located in Arizona,
California and Utah, including Bank One Utah.

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

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

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

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

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

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

Very truly yours,

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

Enclosure
PROSPECTUS
477,418 Shares
BANC ONE CORPORATION
Common Stock

CAPITAL BANCORP
PROXY STATEMENT
for
Special Meeting of Stockholders
, 1994

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

This Prospectus and Joint Proxy Statement (the "Prospectus" or "Prospectus and
Joint Proxy Statement") relates to the proposed merger of Capital Bancorp
("CAPITAL") with Banc One Arizona Corporation ("Banc One Arizona"), a wholly
owned subsidiary of BANC ONE CORPORATION ("BANC ONE") and the subsequent merger
of CAPITAL's sole subsidiary, Capital City Bank ("CCB"), with and into Banc One
Arizona's subsidiary, Bank One, Utah, N.A. ("Bank One Utah").

If the proposed merger of CAPITAL with and into Banc One Arizona (the "Merger")
is consummated, each outstanding share of CAPITAL Common Stock, par value
$10.00 per share ("CAPITAL Common Stock"), will be converted into shares of
BANC ONE Common Stock, no par value ("BANC ONE Common Stock") as follows:

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

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

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

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

See "Consolidation--Exchange Rate." The Consolidation is subject to approval
of not less than two-thirds of the holders of the outstanding shares of CCB
Common Stock entitled to vote thereon and to the satisfaction of certain other
conditions, including obtaining various regulatory approvals. CAPITAL owns
more than two-thirds (approximately 86.4%, 81.53% after the exercise of all
outstanding options) of the outstanding CCB Common Stock, and therefore, the
required approval of the CCB shares is assured.

Based on the foregoing Exchange Rates, the dilution to existing shareholders of
BANC ONE Common will depend on the price of BANC ONE Common during the
Valuation Period. If the market price of BANC ONE Common during the Valuation
Period is below $36.85, dilution will be greater than will occur if the price
is between $36.85 and $44.55 during the Valuation Period. Likewise, if the
market price of BANC ONE Common during the Valuation Period is above $44.55,
dilution will be less than will occur if the price is between $36.85 and $44.55
during the Valuation Period.

In addition, since there is no floor or ceiling on the market price of BANC ONE
Common, declines in the market price of BANC ONE Common during the Valuation
Period below $36.85 will result in CAPITAL shareholders and CCB's minority
shareholders receiving BANC ONE Common with a market value less than $95.33 and
$125,40, respectively, thereby absorbing declines below $36.85. Conversely,
increases in the market price of BANC ONE Common during the Valuation Period
above $44.55 will result in CAPITAL shareholders and CCB's minority
shareholders receiving BANC ONE Common with a market value greater than $95.33
and $125.40, respectively, thereby requiring BANC ONE shareholders to absorb
increases above $44.55.

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

BANC ONE Common Stock is traded on the New York Stock Exchange. The closing
price of BANC ONE Common Stock on the New York Stock Exchange on Friday,
March 18, 1994 was $34.75. On July 20, 1993, BANC ONE announced a
five shares for four shares common stock split payable to shareholders of
record on August 3, 1993 and to be distributed August 31, 1993 and on
January 25, 1994 BANC ONE announced a 10% stock dividend payable March 4, 1994
to shareholders of record on February 16, 1994. However, the exchange rates
mentioned above have been adjusted to reflect the split and the dividend.

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

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

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

AVAILABLE INFORMATION

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

INCORPORATION BY REFERENCE

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

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

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

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

TABLE OF CONTENTS

Page

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

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

SUMMARY OF THE TRANSACTION . . . . . . . . . . . . . . . . . . . . . 2
Terms of Merger Agreement and Exchange Rate . . . . . . . . . . . 2
Terms of Consolidation Agreement
and Consolidation Exchange Rate . . . . . . . . . . . . . . . . 2
Management After the Merger . . . . . . . . . . . . . . . . . . . 3
Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . 3
Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Rights of Dissenting Stockholders . . . . . . . . . . . . . . . . 4
Differences in Shareholder Rights . . . . . . . . . . . . . . . . 4
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . 5
Conditions; Termination . . . . . . . . . . . . . . . . . . . . . 5
Selected Financial Data . . . . . . . . . . . . . . . . . . . . 6
Comparative Per Share Data . . . . . . . . . . . . . . . . . . . 8

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

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

MERGER and CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . . 14
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Exchange Rate and Consolidation Exchange Rate . . . . . . . . . . 15
Operations After the Merger and Consolidation . . . . . . . . . . 16
Background of Transaction . . . . . . . . . . . . . . . . . . . . 16
Merger and Consolidation Recommendations
and Reasons for Transactions . . . . . . . . . . . . . . . . . 17
Conditions to the Merger; Termination . . . . . . . . . . . . . 19
Conditions to the Consolidation . . . . . . . . . . . . . . . . . 21
Federal Income Tax . . . . . . . . . . . . . . . . . . . . . . . 22
Federal Tax Income Tax Consequences of the Merger . . . . . . . . 22
Federal Income Tax Consequences of the Consolidation . . . . . . 23
Tax Consequences -- General . . . . . . . . . . . . . . . . . . . 23
Conversion of Shares and Exchange of Certificates . . . . . . . . 23
Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . 24
Resales by Affiliates . . . . . . . . . . . . . . . . . . . . . . 24
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . 25

COMPARATIVE RIGHTS OF SHAREHOLDERS . . . . . . . . . . . . . . . . . 26
Description of BANC ONE Stock . . . . . . . . . . . . . . . . . . 26
Special Voting Requirements for Certain Transactions . . . . . . 28
Comparison of BANC ONE Common Stock,
CAPITAL Common Stock and CCB Common Stock . . . . . . . . . . . 30

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

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

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

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

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Dividends Paid on CAPITAL and CCB Common Stock . . . . . . . . . . . 42
Management Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . 45
Financial Statements for CAPITAL . . . . . . . . . . . . . . . . . 59
Financial Statements for CCB . . . . . . . . . . . . . . . . . . . 75

D. VOTING AND MANAGEMENT INFORMATION . . . . . . . . . . . . . . . . . 91

Voting -- CAPITAL and CCB . . . . . . . . . . . . . . . . . . . . . 91
Rights of Dissenting Stockholders . . . . . . . . . . . . . . . . . 91
Management and Principal Shareholders of BANC ONE . . . . . . . . . 94
Management and Principal Stockholders of CAPITAL and CCB . . . . . 94

EXHIBITS

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

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

PROSPECTUS AND JOINT PROXY STATEMENT

Capital Bancorp
and
Capital City Bank

SPECIAL MEETINGS OF SHAREHOLDERS
A. INFORMATION ABOUT THE TRANSACTION

INTRODUCTION

Capital Bancorp Special Meeting

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

Capital City Bank Special Meeting

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

General

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

BANC ONE CORPORATION and Banc One Arizona Corporation

BANC ONE is a multi-bank holding company incorporated under the laws of the
State of Ohio which as of December 31, 1993 owned all of the outstanding
stock of one Arizona, one California, seven Colorado, six Illinois,
eight Indiana, two Kentucky, two Oklahoma, one Texas, four Michigan,
eighteen Ohio, one Utah, sixteen West Virginia and fourteen Wisconsin
commercial banks. As of December 31, 1993, these banks operated more
than 1,340 offices in this thirteen-state area and, at December 31,
1993, BANC ONE, its affiliate banks and its non-bank subsidiaries had total
assets of approximately $79.9 billion and total deposits of
approximately $60.9 billion. Banc One Arizona, a direct subsidiary of
BANC ONE, is the direct parent of BANC ONE's commercial banks situated in the
states of Arizona, California and Utah. See "INFORMATION ABOUT BANC ONE
CORPORATION," which includes information about pending acquisitions.

SUMMARY OF THE TRANSACTION

Terms of Agreement and Exchange Rate

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

Terms of Consolidation Agreement and Consolidation Exchange Rate

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

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

See "Consolidation--Exchange Rate."

Management After the Merger

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

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

Tax Consequences

As a condition to the Merger CAPITAL and BANC ONE received an opinion
dated February 11, 1994 from Gerrish & McCreary, P.C. to the effect
that no gain or loss will be recognized by CAPITAL's stockholders for Federal
income tax purposes as a result of the exchange of their CAPITAL Common Stock
for BANC ONE Common Stock in the Merger. CAPITAL, CCB and BANC ONE also
received an opinion dated March 25, 1994 from Gerrish & McCreary, P.C. to the
effect that t he Consolidation is not expected to qualify as a tax-free
transaction and, consequently, will result in a taxable event to
CCB's minority shareholders. This opinion also provides that the
exchange of CCB Common Stock for shares of BANC ONE Common by the minority
shareholders of CCB pursuant to the Consolidation Agreement will require such
shareholders to recognize gain or loss equal to the difference of the tax
basis of their shares of CCB Common Stock and the fair market value of the
BANC ONE Common they receive pursuant to the Consolidation. The tax
consequences of the proposed transaction to stockholders of CAPITAL and CCB
are summarized under "MERGER-Federal Income Tax Consequences." See also
"Exhibit A -- Opinions of Gerrish & McCreary, P.C."

Vote Required

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

Rights of Dissenting Stockholders

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

Differences in Shareholder Rights

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

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

Regulatory Approvals

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

Conditions; Termination

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

Selected Financial Data

On March 30, 1993 BANC ONE acquired Valley National Corporation ("Valley"); on
May 3, 1993 BANC ONE acquired Key Centurion Bancshares, Inc. ("Key") and First
Community Bancorp, Inc. ("First Community"); on November 1, 1993 BANC ONE
acquired Colorado Western Bancorp, Inc. ("Colorado Western"); on December 17,
1993 BANC ONE acquired First Financial Associates, Inc. ("First Financial");
and on December 31, 1993 BANC ONE acquired Capital Banking Group ("CBG")
and on March 17, 1994 BANC ONE acquired Parkdale Bank. On November 2,
1993 BANC ONE entered into an Agreement to acquire Liberty National
Bancorp, Inc. ("Liberty"), Louisville, Kentucky. BANC ONE has also announced
three other acquisitions which are not material individually or in the
aggregate, and, are therefore not included in the accompanying selected
financial data. For further discussion on these acquisitions, see "INFORMATION
ABOUT BANC ONE CORPORATION".

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

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

SELECTED FINANCIAL DATA (2)
$(thousands, except per share)
(UNAUDITED)

Year ended December 31,
-----------------------------------------------------------------------
1993 1992 1991 1990 1989
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Total interest income and other income:

BANC ONE................................. $ 7,226,790 $ 7,358,393 $ 6,828,327 $ 6,151,959 $ 5,473,099
CAPITAL ................................. 10,993 10,044 8,464 7,704 7,301
CCB...................................... 10,977 10,027 8,462 7,702 7,295

Income (loss) from continuing operations:

BANC ONE................................. $ 1,120,589 $ 876,588 $ 664,288 $ 536,066 $ 304,916
CAPITAL ................................. 921 1,336 1,114 620 533
CCB...................................... 1,285 1,510 1,199 948 850

Income (loss) from continuing operations
per common share:

BANC ONE................................. $ 2.93 $ 2.29 $ 1.82 $ 1.56 $ 0.97
CAPITAL ................................. 6.06 8.53 8.22 6.01 5.04
CCB...................................... 8.77 10.70 9.46 7.65 7.05

Historical dividends declared per
common share:

BANC ONE................................. $ 1.07 $ 0.89 $ 0.76 $ 0.69 $ 0.63
CAPITAL ................................. 1.00 - - - -
CCB...................................... 4.00 3.20 1.90 5.52 3.72

Total assets (end of period):

BANC ONE................................. $ 79,918,561 $76,739,119 $73,840,498 $56,610,126 $48,111,384
CAPITAL ................................. 117,279 118,519 90,658 71,862 61,523
CCB...................................... 117,159 118,212 90,604 71,829 61,449

Long-term borrowings (end of period):

BANC ONE................................. $ 1,701,662 $ 1,357,462 $ 943,726 $ 810,197 $ 624,232
CAPITAL ................................. 718 1,210 1,385 1,635 1,858
CCB...................................... 718 756 - - -

Total stockholders' equity (end of period):

BANC ONE................................. $ 7,033,638 $ 6,241,586 $ 5,559,370 $ 4,514,653 $ 3,633,542
CAPITAL ................................. 6,539 5,829 3,538 2,425 1,909
CCB...................................... 8,642 8,033 5,509 4,551 4,145

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

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

</TABLE>

Comparative Per Share Data

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

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

Income from continuing
operations per common share:
December 31, 1989 $0.97 (5) $5.04 $7.05 $2.51 $3.30
December 31, 1990 1.56 6.01 7.65 4.04 5.31
December 31, 1991 1.82 8.22 9.46 4.71 6.19
December 31, 1992 2.29 8.53 10.70 5.92 7.79
December 31, 1993 2.93 6.06 8.77 7.58 9.97

Dividends per common share:
December 31, 1989 0.63 - 3.72 1.63 2.14
December 31, 1990 0.69 - 5.52 1.79 2.35
December 31, 1991 0.76 - 1.90 1.97 2.59
December 31, 1992 0.89 - 3.20 2.30 3.03
December 31, 1993 1.07 1.00 4.00 2.77 3.64

Book value per common share
as of December 31, 1993 17.82 43.49 56.02 46.10 60.64

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

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

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

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

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

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

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

</TABLE>

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

Income from continuing
operations per common share:
December 31, 1989 $0.97 (5) $5.04 $7.05 $2.29 $3.02
December 31, 1990 1.56 6.01 7.65 3.69 4.85
December 31, 1991 1.82 8.22 9.46 4.30 5.66
December 31, 1992 2.29 8.53 10.70 5.41 7.12
December 31, 1993 2.93 6.06 8.77 6.93 9.11

Dividends per common share:
December 31, 1989 0.63 - 3.72 1.49 1.96
December 31, 1990 0.69 - 5.52 1.63 2.15
December 31, 1991 0.76 - 1.90 1.80 2.36
December 31, 1992 0.89 - 3.20 2.10 2.77
December 31, 1993 1.07 1.00 4.00 2.53 3.33

Book value per common share
as of December 31, 1993 17.82 43.49 56.02 42.13 55.40

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

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

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

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

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

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

</TABLE>

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

Income from continuing
operations per common share:
December 31, 1989 $0.97 (5) $5.04 $7.05 $2.08 $2.73
December 31, 1990 1.56 6.01 7.65 3.34 4.39
December 31, 1991 1.82 8.22 9.46 3.89 5.12
December 31, 1992 2.29 8.53 10.70 4.90 6.45
December 31, 1993 2.93 6.06 8.77 6.27 8.25

Dividends per common share:
December 31, 1989 0.63 - 3.72 1.35 1.77
December 31, 1990 0.69 - 5.52 1.48 1.94
December 31, 1991 0.76 - 1.90 1.63 2.14
December 31, 1992 0.89 - 3.20 1.90 2.51
December 31, 1993 1.07 1.00 4.00 2.29 3.01

Book value per common share
as of December 31, 1993 17.82 43.49 56.02 38.13 50.16

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

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

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

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

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

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

</TABLE>

THE SPECIAL MEETING OF STOCKHOLDERS OF CAPITAL

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

Purpose of the Special Meeting of Stockholders

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

Record Dates and Voting Rights

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

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

Proxies

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

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

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

THE SPECIAL MEETING OF STOCKHOLDERS OF CCB

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

Purpose of the Special Meeting of Stockholders

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

Record Dates and Voting Rights

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

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

Proxies

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

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

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

MERGER AND CONSOLIDATION

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

General

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

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

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

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

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

Exchange Rate and Consolidation Exchange Rate

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

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

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

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

Operations After the Merger and Consolidation

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

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

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

Background of Transaction

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

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

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

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

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

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

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

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

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

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

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

Merger and Consolidation Recommendations and Reasons for Transaction

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

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

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

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

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

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

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

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

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

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

Conditions to the Merger; Termination

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Conditions to the Consolidation

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

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

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

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

(4) Consummation of the Merger.

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

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

FEDERAL INCOME TAXES

Federal Income Tax Consequences of the Merger

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

Pursuant to the terms of the Merger Agreement, CAPITAL and BANC ONE received
the opinion of Gerrish & McCreary, P.C., dated February 11, 1994, to the
effect that, for Federal income tax purposes:

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

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

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

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

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

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

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

Federal Income Tax Consequences of the Consolidation

A tax ruling from the Internal Revenue Service with respect to the tax conse-
quences of the Consolidation has not been requested. CAPITAL, CCB and
BANC ONE also received an opinion of Gerrish & McCreary, P.C. dated March 25,
1994 to the effect that the exchange by CCB's minority shareholders of
their shares of CCB Common Stock for shares of BANC ONE Common will
result in a taxable event to such shareholders. This opinion also provides
that the exchange of CCB Common Stock for shares of BANC ONE Common by the
minority shareholders of CCB pursuant to the Consolidation Agreement
will require such shareholders to recognize gain or loss equal to the
difference of the tax basis of their shares of CCB Common Stock and the fair
market value of the BANC ONE Common they receive pursuant to the
Consolidation. CCB's minority shareholders should consult their tax advisor
to determine the impact of the Consolidation on their individual taxes.
See "Exhibit A -- Opinions of Gerrish & McCreary, P.C."

Tax Consequences -- General

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

Conversion of Shares and Exchange of Certificates

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

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

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

Fractional Shares

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

Resales by Affiliates

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

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

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

Accounting Treatment

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

COMPARATIVE RIGHTS OF SHAREHOLDERS

Description of BANC ONE Stock

General. The authorized capital stock of BANC ONE consists of 600,000,000
shares of BANC ONE Common Stock and 35,000,000 shares of Preferred Stock,
without par value ("Preferred Stock"), divided into 10,000,000 shares of Class
A Preferred Stock, 1,000,000 shares of Class B Convertible Preferred Stock
("Class B Preferred Stock") and 24,000,000 shares of Class C Preferred Stock of
which the $3.50 Cumulative Convertible Preferred Stock constitutes a series
("Series C Preferred Stock"). As of December 31, 1993, there were
issued and outstanding 5,000,000 shares of Series C Preferred Stock and
380,687,187 shares of BANC ONE Common Stock, after giving effect to the
5 for 4 share stock split in BANC ONE Common Stock.

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

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

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

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

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

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

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

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

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

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

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

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

Year Redemption Price

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

Special Voting Requirements for Certain Transactions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Appraisal Rights.

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

Indemnification; Limitation of Liability.

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

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

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

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

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

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

MISCELLANEOUS INFORMATION

Transfer and Exchange Agents

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

Experts

The consolidated financial statements of BANC ONE incorporated by reference in
this Prospectus have been audited by Coopers & Lybrand, independent public
accountants, to the extent and for the years included in their reports, which
reports are included or are incorporated herein, and have been so included or
incorporated in reliance upon their reports given on the authority of that firm
as experts in accounting and auditing. The financial statements of CAPITAL and
CCB as of December 31, 1993 and 1992, included herein and elsewhere in the
registration statement, have been included in reliance upon the report of KPMG
Peat Marwick, independent certified public accountants, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and
auditing.

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

Sources of Information

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

Registration Statement

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

Other Matters

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

B. INFORMATION ABOUT BANC ONE CORPORATION

General -- Business.

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

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

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

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

Recent Developments.

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

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

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

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

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

Certain Regulatory Matters

General

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

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

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

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

Capital Requirements

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

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

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

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

Dividend Restrictions

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

FDICIA

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

Deposit Insurance Assessments

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

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

Market Prices of and Dividends Paid on BANC ONE Common Stock

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

Price Range of Common Stock

High Low Dividends
1992

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

1993

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

1994

First Quarter . . . .
(through , 1994)

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

Incorporation of Certain Information
About BANC ONE By Reference

BANC ONE's Annual Report on Form 10-K for the fiscal year ended December 31,
1993, and BANC ONE's Current Reports on Form 8-K, including the Form 8-K
filed January 28, 1994, and the Form 8-K filed February 17, 1994, in each
case filed with the Commission pursuant to Section 13 of the Exchange Act
and the description of BANC ONE Common Stock which is contained in its registra-
tion 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.

INFORMATION ABOUT CAPITAL BANCORP, and CAPITAL CITY BANK.

General

Capital Bancorp ("CAPITAL") is a bank holding company organized under the laws
of the state of Utah with its principal office in Salt Lake City, Utah.
CAPITAL owns 86.39 percent of the outstanding common stock of Capital City
Bank. Capital City Bank is an FDIC insured state chartered banking
institution, with its main offices in Salt Lake City, Utah. Capital City Bank
("CCB") operates seven branch offices in the Salt Lake City metropolitan area
and one loan origination office in St. George, Utah. As of December 31, 1993
CAPITAL had total assets of $117,278,679 and deposits of $100,998,387.

Dividends Paid on CAPITAL and CCB common stock

As of December 31, 1993 there were approximately 50 holders of record of
CAPITAL common stock, and 60 holders of record of CCB common stock. In
addition there was one holder of record of CCB's noncumulative perpetual
preferred stock. The shares of CAPITAL and CCB are not listed on any stock
exchange nor is there an active market for the securities.

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

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

CAPITAL Common CCB Common

As of December 31, 1992 $46.00 $61.00

As of December 31, 1991 $30.00 $46.00

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

The following table sets forth the cash dividends paid per share for CAPITAL
common stock and CCB common stock for the periods indicated:

Capital Bancorp Capital City Bank

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

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

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

1994
First Quarter .25 1.00

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

CAPITAL BANCORP AND SUBSIDIARY

Index to Financial Statements

Page
Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . 45

Three Year Period Ended December 31, 1993 . . . . . . . . . . 45

Audited Annual Financial Statements:

CAPITAL BANCORP AND SUBSIDIARY

Independent Auditors' Report . . . . . . . . . . . . . . . . . 59

Consolidated Statements of Condition as of
December 31, 1993 and 1992 . . . . . . . . . . . . . . . . 60

Consolidated Statements of Income for the years
ended December 31, 1993, 1992 and 1991 . . . . . . . . . . 62

Consolidated Statements of Shareholders' Equity for
the years ended December 31, 1993, 1992 and 1991 . . . . . 64

Consolidated Statements of Cash Flows for the years
ended December 31, 1993, 1992 and 1991 . . . . . . . . . . 65

Notes to Consolidated Financial Statements . . . . . . . . . . 67

CAPITAL CITY BANK (A Subsidiary of Capital Bancorp)

Independent Auditors' Report . . . . . . . . . . . . . . . . 75

Statements of Condition as of
December 31, 1993 and 1992 . . . . . . . . . . . . . . . 76

Statements of Income for the years ended
December 31, 1993, 1992 and 1991 . . . . . . . . . . . . 78

Statements of Shareholders' Equity for the years
ended December 31, 1993, 1992 and 1991 . . . . . . . . . 80

Statements of Cash Flows for the years ended
December 31, 1993, 1992 and 1991 . . . . . . . . . . . . 81

Notes to Financial Statements . . . . . . . . . . . . . . . 83

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

Overview

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

The analysis of CAPITAL's financial condition and results of operations as of
and for the years ended December 31, 1991 through 1993, should be read in
conjunction with the Consolidated Financial Statements and CCB only Financial
Statements as well as the statistical data presented elsewhere herein.

Results of Operations

Net Income. CAPITAL reported net income of $861,476 for the year ended
December 31, 1993. Net income decreased by $474,841 or approximately 35
percent from net income reported for 1992 of $1,336,317. Net income was
impacted in 1993 by a change in the method used to account for income taxes
which resulted in additional expense of $60,000. Net income for 1992 increased
by $222,049 or 20 percent from 1991 when net income totaled $1,114,268.

Net income for CCB was $1,225,051, $1,510,114, and $1,199,077 for the years
ended December 31, 1993, 1992, and 1991, respectively.

Net Interest Income. Net interest income is interest earned on loans and
investments, less interest paid on deposits and debt. The downward trend in
interest rates during the past two years has helped to increase net interest
income as market rates on deposit accounts have decreased to near record lows.
Net interest income increased during 1993 by $1,022,042 or 16.6 percent to
$7,177,671. The increase was due to continued growth in loan fees from new
home purchases and home refinancings, lower rates paid on deposit accounts and
higher average balances in investment securities.

Net interest income increased during 1992 by $1,657,591 or 36.9 percent to
$6,155,629. The change was due to an increase in average investments of $13.8
million, an increase in average loans of nearly $5 million, and a shift from
higher yielding certificates of deposit to lower interest bearing savings and
demand accounts. Net interest income also increased due to the acquisition of
United Bank of Murray ("United") which was finalized in March 1992.

Provision for Loan Losses. The provision for loan losses was $650,000 in 1993
as compared to $200,000 and $240,000 for 1992 and 1991, respectively. The
higher provision for loan losses during 1993 was necessary to replenish the
allowance after charge-offs and also brought the allowance as a percentage of
total loans up to the same level as 1992, 1.8 percent of loans outstanding.
The allowance for loan losses to nonperforming assets was 213.85 percent at
December 31, 1993 as compared to 59.49 percent and 245.97 percent at December
31, 1992 and 1991, respectively.

Other Operating Income. Other operating income in 1993 increased by
approximately $300,000 or 19.5 percent to total $1,823,352 as compared to
$1,525,964 in 1992. Increases came from servicing fees related to the growing
mortgage loan servicing portfolio, sales of annuity products, and higher fees
from deposit accounts.

Other operating income increased by $311,119 or 25.6 percent during 1992 as
compared to the same period in 1991. The increase was due to general growth in
existing operations, the acquisition of United which was completed in March
1992 and an increase in gains on the sale of investment securities which
totaled $114,543 in 1992 as compared to $44,159 in 1991.

Other Expenses. Other expenses in 1993 totaled $6,427,701 as compared to
$5,140,776 in 1992. Salaries, wages, and benefits increased due to the opening
of the St. George loan origination office in January, additional personnel in
the mortgage department, the addition of a senior level executive (President of
CAPITAL) and higher bonuses. Furniture and equipment expense was higher due to
a change in the estimated lives used to depreciate computer and data processing
equipment. The change was due to the rapid rate of technological advancements
occurring in the banking and computer industries. Assets which formally were
depreciated over lives of 5-12 years were changed to 3-5 years. The result of
this change was an increase in 1993 depreciation expense of approximately
$207,500.

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

Income Taxes.

Income tax expense for 1993 was $721,000 or approximately 37.5 percent of
income before cumulative effect of change in accounting principle, and minority
interest. On January 1, 1993, CAPITAL adopted Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes." The cumulative
effect of the change in method of accounting for income taxes was $60,000 and
is reflected in the 1993 statement of income.

The provision for income taxes totaled $799,240 for 1992 reflecting an
effective income tax rate of 34 percent. The rate was lower than expected due
to utilization of general business credits. Income tax expense in 1991
included the tax benefit of certain credits and net operating loss
carryforwards acquired through a merger with another financial institution in
1987.

Financial Condition

Investments. Investments in securities were at their highest levels of the
year in the first quarter and steadily decreased throughout 1993. Year end
balances were $38,817,297 a decrease of approximately $4,250,000 from year end
1992. Average balances however were higher during 1993, $38,629,337 as
compared to $27,680,368 in 1992.

During 1992 investment securities held by CAPITAL more than trebled, increasing
by $28,979,602 to $43,026,430. Approximately $10 million of the increase was
related to the acquisition of United which had a very low loan to deposit
ratio. Weak loan demand and strong growth in deposits resulted in the
additional increase in the investment portfolio.

Loans. Loans and other receivables increased by $6.7 million or 12 percent
during 1993 as compared to 1992. Commercial loans increased by approximately
$4 million or 10 percent, installment loans decreased approximately $1 million
or 14 percent and real estate loans including construction increased by
approximately 50 percent.

For the year ended December 31, 1992 loans and other receivables increased by
nearly $9 million or 19 percent. The increase during 1992 was primarily a
result of the acquisition of United and an increase in mortgage loan and
construction activity.

CAPITAL emphasizes lending to small businesses engaged in a variety of
wholesale, manufacturing and retail industries. No single industry accounts
for more than 10 percent of the commercial loan portfolio and CAPITAL has no
foreign or energy loan exposure. Commercial loans account for approximately
70-75 percent of the loan portfolio with real estate loans making up 15 percent
and the remaining 10 percent of the portfolio being comprised of consumer;
auto, home equity and personal loans.

As of December 31, 1993, loans which were 90 days or more past due and accruing
interest plus loans on nonaccrual status constituted 1.4 percent of the loan
portfolio as compared to 3.8 percent as of December 31, 1992 and 2.2 percent as
of December 31, 1991.

The allowance for loan losses totaled $1,124,849, or 1.8 percent of total loans
outstanding as of December 31, 1993. The loan loss allowance as a percentage
of total loans was 1.8 percent and 1.6 percent for the years ended December 31,
1992 and 1991, respectively. The allowance for loan losses is an amount that
management believes will be adequate to absorb losses in the existing
portfolio. The allowance is based upon a combination of specific reserves for
adversely graded loans and general reserves based on historical net charge off
percentages for different categories of credits. The loan loss methodology
also considers other factors such as changes in the mix of the loan portfolio,
changes in underwriting conditions and current and forecasted changes in the
general economy.

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

Deposits. Deposits increased by $10.6 million or 11.8 percent from 1992 to
1993. The increase was in the noninterest-bearing demand deposits which
increased by $13.4 million, time deposits decreased by approximately $3.5
million.

Total deposits increased by $17.5 million or 24 percent for the year ended
December 31, 1992. Most of the increase in 1992 was the result of the
acquisition of United. CAPITAL had no brokered deposits during the three years
ended December 31, 1993.

Capital. In order to facilitate the acquisition of United in 1992, CCB issued
$1,200,000 of noncumulative perpetual preferred stock. Additionally, 6,114
shares of CCB common stock was issued in order to strengthen capital ratios.
Effective December 31, 1992, banks are required to maintain minimum levels of
capital to risk weighted assets. The Tier 1 minimum capital guideline is four
percent and the Tier 2 minimum capital guideline is 8 percent. As of December
31, 1993 CCB's Tier 1 risk weighted capital ratio was 13.02 percent and 12.93
percent and its Tier 2 ratio was 14.27 percent and 14.18 percent as of December
31, 1993 and 1992, respectively. CCB's average equity to average quarterly
assets was 7.56 percent December 31, 1993 and 7.01 percent at December 31, 1992.

Liquidity. Liquidity is the ability to meet cash flow requirements which may
arise from existing or new commitments to lend money and meet fluctuating
withdrawals from depository accounts. CAPITAL's core deposit base spread over
its seven branches has historically provided a stable, low cost source of
funds. A portion of these funds have been invested in high credit quality
securities of mixed maturities, providing a steady stream of maturing and
reinvestable assets, which can be converted to cash without loss of value
should the need arise. At December 31, 1993 approximately one half of the loan
portfolio was due to mature within one year providing additional flexibility in
managing cash flows. As a final measure CAPITAL has available wholesale
funding sources including the Federal Home Loan Bank where funding can be
obtained on short notice for periods of overnight or up to twenty years.

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

Income Taxes. Beginning in 1993 CAPITAL was required to adopt Financial
Accounting Standard No. 109. Standard No. 109 requires an assets and liability
method to establish deferred tax assets and liabilities for the temporary
differences between the financial reporting basis and the tax basis of
CAPITAL's assets and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled. CAPITAL showed a net charge to
income of $60,000 in 1993 as a result of adopting this new accounting principle.

For 1992 and prior CAPITAL has computed its income tax liability using the
deferred method wherein annual income tax expense is matched with pretax
accounting income by providing deferred taxes at current tax rates on timing
differences between the determination of net income for financial reporting and
tax reporting purposes.

CAPITAL BANCORP AND SUBSIDIARY
SELECTED CONSOLIDATED FINANCIAL DATA

As of, and for the Year
Ended December 31,
1993 1992
EARNINGS SUMMARY ------------ ------------
<S> <C> <C> <C>
Net interest income $ 7,177,671 6,155,629
Provision for loan losses 650,000 200,000
Other operating income 1,823,352 1,525,964
Other operating expense 6,427,701 5,140,776
Net income 861,476 1,336,317

COMMON STOCK DATA
Earnings per share (fully diluted) 5.66 8.53
Book value per share at end
of period 43.49 38.76
Weighted average shares outstanding 150,350 150,361
Shares outstanding at end of period 150,345 150,361

AVERAGE BALANCE SHEET DATA
Investment securities 38,629,337 27,680,368
Loans and receivables (net) 57,586,448 53,563,293
Total interest earning assets 101,253,059 90,092,748
Total assets 112,062,479 100,407,675
Interest-bearing deposits 56,059,975 52,240,424
Total deposits 92,459,762 81,570,162
Repurchase agreements 8,274,149 10,237,640
Long-term debt 1,016,295 1,136,550
Shareholders' equity 6,495,382 4,814,838

END OF PERIOD BALANCE SHEET DATA
Investment securities 38,817,297 43,026,430
Loans and receivables 63,054,640 56,343,178
Allowance for loan losses 1,124,849 1,001,270
Total assets 117,278,679 118,519,271
Total deposits 100,998,387 90,359,487
Repurchase agreements 6,064,606 18,365,294
Long term debt 717,920 1,209,770
Shareholders' equity 6,539,009 5,828,622

Nonperforming assets:
Nonaccrual loans 526,000 1,495,000
Other real estate owned - 175,414
Total nonperforming assets 526,000 1,670,414

SELECTED RATIOS
Net interest margin 7.09% 6.83%
Return on average assets 0.77% 1.33%
Return on average common equity 13.26% 27.75%
Ratio of average common equity
to average total assets 5.80% 4.80%
Ratio of allowance for loan losses to
net loans outstanding at period end 1.78% 1.78%
Ratio of allowance for loan losses
to nonperforming assets 213.85% 59.94%
</TABLE>

CAPITAL BANCORP AND SUBSIDIARY
Statements of Condition
Based on Average Balances

Years Ended December 31,
Assets 1993 1992
------------ ------------

Cash and cash equivalents:
Cash and due from banks,
noninterest-bearing $ 7,850,708 7,003,449
Due from banks, interest-bearing 456,628 472,234
Federal funds sold 4,748,356 8,536,081

Investment securities 38,629,337 27,680,368

Loans and other receivables:
Commercial loans 40,543,446 38,135,386
Installment loans 6,315,353 6,626,904
Real estate loans and contracts 10,559,939 8,641,775
Accrued interest and other 1,072,425 1,054,035
Allowance for loan losses (904,715) (894,807)
------------ ------------
Total loans 57,586,448 53,563,293

Premises and equipment 1,719,490 1,881,419
Other real estate owned 105,481 154,143
Cash surrender value of life insurance 623,048 597,291
Other assets 342,983 519,397
------------ ------------
$ 112,062,479 100,407,675
============ ============
Liabilities and Shareholders' Equity

Deposits:
Demand deposits $ 36,399,787 29,329,738
Demand deposits, interest-bearing 14,149,657 12,387,436
Savings deposits 20,550,864 14,407,966
Money market investment accounts 12,497,265 12,866,027
Time deposits 8,862,189 12,578,995
------------ ------------
92,459,762 81,570,162

Securities sold under agreements
to repurchase 8,274,149 10,237,640
Other borrowings 1,179,606 235,867
Accrued liabilities 879,144 818,331
Income taxes payable 246,464 131,959
Notes payable 279,250 900,683
------------ ------------
Total liabilities 103,318,375 93,894,642

Minority interest 2,248,722 1,698,195
Shareholders' equity:
Common stock 1,531,500 1,437,067
Paid-in capital 522,500 312,183
Undivided profits 4,504,374 3,128,028
Treasury stock (62,992) (62,440)
------------ ------------
Net shareholders' equity 6,495,382 4,814,838
------------ ------------
$ 112,062,479 100,407,675
============ ============

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Analysis of Net Interest Earnings
Years Ended December 31, 1993 and 1992

Interest
1993 Avg Amt & Fees Average Average
Outstanding Earned Yield Rate Paid
Assets: -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Due from banks interest-bearing $ 456,628 19,162 4.20%
Federal funds sold 4,748,356 137,726 2.90%
U.S. Treasury obligations 17,172,966 1,000,243 5.82%
U.S. Government agency obligations 10,149,898 547,136 5.39%
Mortgage backed securities 7,879,173 404,512 5.13%
Corporate securities 394,702 17,874 4.53%
Municipal obligations 2,113,135 110,414 5.23%
Federal Home Loan Bank stock 919,431 128,604 13.99%
Loans 57,418,738 6,804,246 11.85%
-------------- -------------- --------------
Total 101,253,027 9,169,917 9.06%
==============
Liabilities:
Interest bearing demand 14,149,657 386,194 2.73%
Money market accounts 12,497,265 324,056 2.59%
Savings accounts 20,550,864 635,564 3.09%
Certificates of deposit 8,862,189 345,373 3.90%
Repurchase agreements 8,274,149 209,636 2.53%
Other borrowed money 1,179,606 67,734 5.74%
Notes payable 279,250 23,689 8.48%
-------------- -------------- --------------
Total $ 65,792,980 1,992,246 3.03%
============== -------------- --------------
Net interest income/net yield on average assets 7,177,671 7.09%
============== ==============

1992
Assets:
Due from banks interest-bearing $ 472,234 15,853 3.36%
Federal funds sold 8,536,081 290,965 3.41%
U.S. Treasury obligations 13,673,090 863,521 6.32%
U.S. Government agency obligations 10,788,592 645,065 5.98%
Mortgage backed securities 1,172,968 64,866 5.53%
Corporate securities 1,109,139 49,605 4.47%
Municipal obligations 653,601 48,886 7.48%
Federal Home Loan Bank stock 281,970 41,417 14.69%
Loans 53,404,065 6,497,414 12.17%
-------------- -------------- --------------
Total 90,091,740 8,517,592 9.45%
==============
Liabilities:
Interest bearing demand 12,387,436 432,869 3.49%
Money market accounts 12,866,027 368,536 2.86%
Savings accounts 14,407,966 549,367 3.81%
Certificates of deposit 12,578,995 587,042 4.67%
Repurchase agreements 10,237,640 330,336 3.23%
Other borrowed money 235,867 17,344 7.35%
Notes payable 900,683 76,469 8.49%
-------------- -------------- --------------
Total $ 63,614,614 2,361,963 3.71%
============== -------------- --------------
Net interest income/net yield on average assets 6,155,629 6.83%
============== ==============

Non-accrual loans are included in the loan balances above, the effect on the analysis is not considered material.
Fees on loans included in "Interest & Fees Earned" totaled $1,678,738 and $1,390,461 in 1993 and 1992, respectively.

</TABLE>

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Analysis of Change in Interest
Years Ended December 31, 1993 and 1992

Interest Change Change Change
Change Due to Due to Due to
1993 1993-1992 Volume Rates Rate/Volume
Assets: -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Due from banks interest-bearing $ 3,309 (524) 3,964 (131)
Federal funds sold (153,239) (129,110) (43,376) 19,247
U.S. Treasury obligations 136,722 221,034 (67,129) (17,183)
U.S. Government agency obligations (97,929) (38,188) (63,500) 3,759
Mortgage backed securities 339,646 370,859 (4,647) (26,566)
Corporate securities (31,731) (31,952) 622 (401)
Municipal obligations 61,528 109,166 (14,735) (32,903)
Federal Home Loan Bank stock 87,187 93,633 (1,977) (4,469)
Loans 306,832 488,446 (168,916) (12,698)
-------------- -------------- -------------- --------------
Total 652,325 1,083,364 (359,694) (71,345)
============== ============== ============== ==============
Liabilities:
Interest bearing demand (46,675) 61,579 (94,772) (13,482)
Money market accounts (44,480) (10,563) (34,918) 1,001
Savings accounts 86,197 234,225 (103,781) (44,247)
Certificates of deposit (241,669) (173,458) (96,819) 28,608
Repurchase agreements (120,700) (63,356) (70,952) 13,608
Other borrowed money 50,390 69,396 (3,800) (15,206)
Notes payable (52,780) (52,761) (63) 44
-------------- -------------- -------------- --------------
Total $ (369,717) 65,062 (405,105) (29,674)
============== ============== ============== ==============

Interest Change Change Change
Change Due to Due to Due to
1992 1992-1991 Volume Rates Rate/Volume
Assets: -------------- -------------- -------------- --------------
Due from banks interest-bearing $ 15,443 22,204 (123) (6,638)
Federal funds sold 112,760 257,319 (59,150) (85,409)
U.S. Treasury obligations 278,868 475,445 (108,414) (88,163)
U.S. Government agency obligations 374,598 588,648 (67,387) (146,663)
Mortgage backed securities 45,219 88,852 (7,901) (35,732)
Corporate securities (138,806) (87,803) (95,514) 44,511
Municipal obligations 12,406 21,250 (5,589) (3,255)
Federal Home Loan Bank stock 24,563 1,828 20,510 2,225
Loans 543,511 638,154 (85,481) (9,162)
-------------- -------------- -------------- --------------
Total 1,268,562 2,005,897 (409,049) (328,286)
============== ============== ============== ==============
Liabilities:
Interest bearing demand 34,848 222,856 (120,525) (67,483)
Money market accounts (465,584) (266,412) (292,639) 93,467
Savings accounts 304,813 503,643 (64,989) (133,841)
Certificates of deposit (371,951) (178,709) (237,500) 44,258
Repurchase agreements 167,033 379,191 (63,864) (148,294)
Other borrowed money 17,344 - - 17,344
Notes payable (75,532) (60,578) (24,862) 9,908
-------------- -------------- -------------- --------------
Total $ (389,029) 599,991 (804,379) (184,641)
============== ============== ============== ==============

</TABLE>

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Investment Portfolio
As of December 31, 1993 and 1992

1993 1992
Book Value Book Value
-------------- --------------

<C> <C> <C>
U.S. Treasury obligations $ 17,798,964 17,882,822
U.S. Government agency obligations 7,541,081 15,332,656
Mortgage backed securities 9,019,936 7,096,433
Corporate securities - 981,009
Municipal obligations 3,183,616 1,440,310
Federal Home Loan Bank stock 1,273,700 293,200
-------------- --------------
$ 38,817,297 43,026,430
============== ==============

</TABLE>

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Investment Portfolio Maturity Schedule
As of December 31, 1993

Within 1-5 6-10 After
1 Year Years Years 10 Years Total
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Obligations
Carrying amount $ 4,272,522 13,526,442 - - 17,798,964
Weighted average yield 5.58% 5.69% - - 5.66%

U.S. Government agency obligations
Carrying amount 761,341 5,736,574 549,432 493,734 7,541,081
Weighted average yield 6.85% 5.11% 3.95% 3.90% 5.12%

Mortgage backed securities
Carrying amount 217,748 6,957,278 585,978 1,258,932 9,019,936
Weighted average yield 4.18% 5.20% 5.31% 5.14% 5.17%

Municipal obligations
Carrying amount 850,884 1,593,857 738,875 - 3,183,616
Weighted average yield 3.65% 3.94% 7.45% - 4.68%

Federal Home Loan Bank stock
Carrying amount - - - 1,273,700 1,273,700
Weighted average yield - - - 13.99% 13.99%
-------------- -------------- -------------- -------------- --------------
Total carrying amount $ 6,102,495 27,814,151 1,874,285 3,026,366 38,817,297
============== ============== ============== ============== ==============

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

</TABLE>

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Loan Portfolio
As of December 31, 1993 and 1992

1993 1992
-------------- --------------

<S> <C> <C> <C>
Commercial $ 43,109,361 39,162,467

Real estate - construction 4,944,417 2,422,927

Real estate - permanent 7,990,606 6,705,146

Consumer loans 5,873,852 6,834,267
-------------- --------------
Total $ 61,918,236 55,124,807
============== ==============

</TABLE>

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Loan Portfolio Maturity Schedule
As of December 31, 1993

Within 1-5 After
1 Year Years 5 Years Total
-------------- -------------- -------------- --------------

Commercial
<C> <C> <C> <C> <C>
Fixed rate $ 1,211,671 8,656,876 5,295,567 15,164,114
Adjustable rate 15,262,575 9,448,561 3,234,111 27,945,247

Real estate - construction
Fixed rate 4,944,417 - - 4,944,417
Adjustable rate - - - -

Real estate - permanent
Fixed rate 2,522,012 738,577 3,499,221 6,759,810
Adjustable rate 325,198 853,590 52,008 1,230,796

Consumer
Fixed rate 551,054 2,476,771 40,013 3,067,842
Adjustable rate 121,239 2,651,750 33,021 2,806,010
-------------- -------------- -------------- --------------
$ 24,938,166 24,826,125 12,153,941 61,918,236
============== ============== ============== ==============
</TABLE>

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Past Due and Nonaccrual Loans
As of December 31, 1993 and 1992

1993 1992
-------------- --------------
<S> <C> <C> <C>
Past due 90 days or more
and still accruing $ 348,000 622,000

Nonaccrual loans 526,000 1,495,000
-------------- --------------
Total $ 874,000 2,117,000
============== ==============

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

</TABLE>

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Potential Problem Loans
As of December 31, 1993

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

<S> <C> <C>
Commercial $ 403,000
==============

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

</TABLE>

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Nonaccrual Loan Detail
As of December 31, 1993

1993 Interest 1993 Interest
Income Earned Income
If Accruing Recorded
-------------- --------------

<C> <C> <C>
$ 49,000 20,000
============== ==============

</TABLE>
<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Analysis of the Allowance for Loan Losses
Years Ended December 31, 1993 and 1992

1993 1992
-------------- --------------
<S> <C> <C> <C>
Balance at beginning of period $ 1,001,270 738,021

Charge-offs:
Commercial 757,139 299,141
Real estate - construction - -
Real estate - permanent - -
Consumer 79,395 60,981
-------------- --------------
Total 836,534 360,122

Recoveries:
Commercial 296,306 305,197
Real estate - construction - -
Real estate - permanent - -
Consumer 13,807 13,650
-------------- --------------
Total 310,113 318,847

Net charge-offs 526,421 41,275
Additions charged to operations 650,000 200,000
Addition from acquisition - 104,524
-------------- --------------
Balance at end of period $ 1,124,849 1,001,270
============== ==============

Ratio of net charge-offs during the period to average
loans outstanding during the period 0.92% 0.08%

</TABLE>

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Allocation of the Allowance for Loan Losses
Years Ended December 31, 1993 and 1992

1993 1992
% of Loans % of Loans
Per Category Per Category
Amount To Total Loans Amount To Total Loans
-------------------------------- ------------------------------

<C> <C> <C> <C> <C>
Commercial $ 897,392 69.62% 812,227 71.04%

Real estate - construction 57,709 7.99% 28,693 4.40%

Real estate - permanent 94,156 12.91% 79,406 12.16%

Consumer 75,592 9.49% 80,944 12.40%
-------------- -------------- -------------- --------------
$ 1,124,849 100.00% 1,001,270 100.00%
============== ============== ============== ==============

</TABLE>

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Deposit Analysis
Based on averages
Years Ended December 31, 1993 and 1992

1993 1992

Average Average Average Average
Amount Rate Paid Amount Rate Paid
-------------- -------------- -------------- --------------

<C> <C> <C> <C> <C>
Noninterest bearing demand deposits $ 36,399,787 0.00% 29,329,738 0.00%

Interest bearing demand deposits 14,149,657 2.73% 12,387,436 3.49%

Money market accounts 12,497,265 2.59% 12,866,027 2.86%

Savings accounts 20,550,864 3.09% 14,407,966 3.81%

Certificates of deposit 8,862,189 3.90% 12,578,995 4.67%
-------------- --------------
$ 92,459,762 1.83% 81,570,162 2.38%
============== ==============
</TABLE>

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Time Deposit Maturity Schedule
As of December 31, 1993

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

Certificates of deposit greater
<S> <C> <C> <C> <C> <C> <C> <C>
than $100,000 $ 807,640 100,000 - 204,977 1,112,617
============== ============== ============== ============== =========

</TABLE>

<TABLE>
<CAPTION>
CAPITAL BANCORP & SUBSIDIARY
Return on Equity and Assets
Years Ended December 31, 1993 and 1992

1993 1992
-------------- --------------

<S> <C> <C>
Return on average assets 0.77% 1.33%

Return on average equity 13.26% 27.75%

Dividend payout ratio 17.45% -

Average equity to average assets 5.80% 4.80%

</TABLE>

<TABLE>
<CAPTION>
CAPITAL CITY BANK (subsidiary only)
Return on Equity and Assets
Years Ended December 31, 1993 and 1992

1993 1992
-------------- --------------

<S> <C> <C>
Return on average assets 1.10% 1.51%

Return on average common equity 15.23% 23.80%

Dividend payout ratio 50.23% 31.01%

Average equity to average assets 7.56% 7.01%

</TABLE>

CAPITAL BANCORP AND SUBSIDIARY
Consolidated Financial Statements
December 31, 1993 and 1992
(With Independent Auditors' Report Thereon)

Independent Auditors' Report

Board of Directors and Shareholders
Capital Bancorp:

We have audited the accompanying consolidated statements of condition
of Capital Bancorp and subsidiary as of December 31, 1993 and 1992,
and the related consolidated statements of income, shareholders'
equity, and cash flows for each of the years in the three-year
period ended December 31, 1993. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Capital Bancorp and subsidiary as of December 31, 1993
and 1992, and the results of their operations and their cash flows
for each of the years in the three-year period ended December 31,
1993 in conformity with generally accepted accounting principles.

As discussed in note 1 to the consolidated financial statements, the
Company changed its method of accounting for income taxes in 1993
to adopt the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes".

KPMG Peat Marwick

Salt Lake City, Utah
January 12, 1994

CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Condition
December 31, 1993 and 1992

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

Cash and cash equivalents:
Cash and due from banks, noninerest-bearing $ 8,584,460 7,094,441
Due from banks,
interest-bearing 346,678 1,646,380
Federal funds sold 5,500,000 8,500,000
------------ ------------
14,431,138 17,240,821

Investment securities (note 2) 38,817,297 43,026,430

Loans and other receivables:
Commercial loans 43,109,361 39,162,467
Installment loans 5,873,852 6,834,267
Real estate loans
and contracts 10,514,677 7,198,402
Loans held for sale at cost,
which approximates market 2,420,346 1,929,671
Accrued interest and other 1,136,404 1,218,371
------------ ------------
63,054,640 56,343,178

Less allowance for loan
losses (note 3) 1,124,849 1,001,270
------------ ------------
61,929,791 55,341,908

Premises and equipment (note 4) 1,370,363 1,887,167

Other real estate owned - 175,414

Cash surrender value of
life insurance 637,155 609,212

Other assets 92,935 238,319
------------ ------------
$ 117,278,679 118,519,271
============ ============

See accompanying notes to consolidated financial statements.

CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Condition (continued)
December 31, 1993 and 1992

Liabilities and
Shareholders' Equity 1993 1992
------------ ------------
Deposits:
Demand deposits $ 45,658,952 32,291,074
Demand deposits,
interest-bearing 15,158,377 13,120,829
Savings deposits 20,465,486 20,080,760
Money market investment
accounts 12,102,121 13,759,012
Time deposits, including
deposits of $100,000 or more
of $1,112,617 in 1993 and
$2,067,532 in 1992 7,613,451 11,107,812
------------ ------------
100,998,387 90,359,487

Securities sold under agreements
to repurchase 6,064,606 18,365,294
Other borrowings 717,920 756,170
Accrued liabilities 715,720 506,186
Income taxes payable (note 6) 30,119 161,512
Notes payable (note 7) - 453,600
------------ ------------
Total liabilities 108,526,752 110,602,249
------------ ------------

Minority interest 2,212,918 2,088,400

Shareholders' equity:
Common stock, $10 par value;
authorized 200,000 shares;
issued and outstanding
153,150 shares in 1993
and 1992 1,531,500 1,531,500
Paid-in capital 522,500 522,500
Undivided profits 4,548,185 3,837,062
Treasury stock, at cost,
2,805 shares in 1993
and 2,789 shares in 1992 (63,176) (62,440)
------------ ------------
Net shareholders'
equity 6,539,009 5,828,622
------------ ------------
Commitments and contingencies
(notes 4,9,11,12,13,and 14) $ 117,278,679 118,519,271
============ ============

See accompanying notes to consolidated financial statements

CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Income
Years ended December 31, 1993, 1992 and 1991

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

Interest income:
Interest and fees on loans $ 6,804,245 6,497,413 5,953,903
Interest on federal funds sold 137,726 290,965 178,205
Interest and dividends on
investment securities 2,227,946 1,729,214 1,116,922
------------ ------------ ------------
Total interest income 9,169,917 8,517,592 7,249,030
------------ ------------ ------------
Interest expense:
Interest on demand deposits,
interest-bearing, and
savings deposits 1,021,757 982,236 642,575
Interest on money market
investment accounts 324,056 368,536 834,120
Interest on time accounts,
including interest on
deposits of $100,000 or more
of $28,967 in 1993, $85,060
in 1992 and $272,586 in 1991 345,374 587,042 958,993
Interest on securities sold
under agreements to
repurchase 209,636 330,336 163,303
Interest on other borrowings 67,734 17,344 -
Interest on notes payable 23,689 76,469 152,001
------------ ------------ ------------
Total interest expense 1,992,246 2,361,963 2,750,992
------------ ------------ ------------
Net interest income 7,177,671 6,155,629 4,498,038

Provision for loan losses
(note 3) 650,000 200,000 240,000
------------ ------------ ------------
Net interest income after
provision for loan losses 6,527,671 5,955,629 4,258,038
------------ ------------ ------------
Other operating income:
Service charges on deposit
accounts 992,061 887,185 760,865
Bankcard discounts and fees 286,252 231,123 189,171
Loan servicing fees 281,293 165,541 -
Investment securities
gains, net 49,824 114,543 44,159
Other 213,922 127,572 220,650
------------ ------------ ------------
1,823,352 1,525,964 1,214,845
Other expenses:
Salaries, wages, and benefits 3,445,711 2,467,770 2,088,282
Furniture and equipment
(note 4) 650,957 389,105 299,160
Building 595,360 629,433 483,732
Other (note 5) 1,735,673 1,654,468 1,207,534
------------ ------------ ------------
6,427,701 5,140,776 4,078,708
Income before income tax ------------ ------------ ------------
expense, cumulative effect of
change in acounting principle,
extraordinary item and
minority interest 1,923,322 2,340,817 1,394,175
Income tax expense (note 6) 721,000 799,240 396,822
------------ ------------ ------------
Income before cumulative effect
of change in accounting
principle, extraordinary item
and minority interest 1,202,322 1,541,577 997,353
Cumulative effect of change in
accounting principle 60,000 - -
------------ ------------ ------------
Income before extraordinary item
and minority interest 1,142,322 1,541,577 997,353
Extraordinary tax benefit of net
operating loss carryforward
(note 6) - - 280,250
------------ ------------ ------------
Income before minority interest 1,142,322 1,541,577 1,277,603

CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Income (continued)
Years ended December 31, 1993, 1992, and 1991

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

Minority interest in net income
of subsidiary (280,846) (205,260) (163,335)
------------ ------------ ------------
Net income $ 861,476 1,336,317 1,114,268
============ ============ ============
Weighted average common
and common equivalent shares
outstanding during the period 150,350 150,361 135,494
============ ============ ============
Per share applicable to
common stock:
Income before change in
accounting principle and
extraordinary item $ 6.06 8.53 6.13

Income before extraordinary
item $ 5.66 8.53 6.13

Net income $ 5.66 8.53 8.22

See accompanying notes to consolidated financial statements.

<TABLE>
CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Shareholders' Equity
Years ended December 31, 1993, 1992, and 1991

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

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

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

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

Net income - - - 1,114,268 - - 1,114,268
------------ ------------ ------------ ------------
Balances at December 31, 1991 110,000 1,100,000 - 2,500,745 2,789 (62,440) 3,538,305

Exercise of stock options
(note 9) 43,150 431,500 318,500 - - - 750,000

Tax benefit from exercise of
stock options (note 9) - - 204,000 - - - 204,000

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

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

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

Net income - - - 861,476 - - 861,476
------------ ------------ ------------ ------------ ------- --------- ---------
Balances at December 31, 1993 153,150 $ 1,531,500 522,500 4,548,185 2,805 $ (63,176) 6,539,000
============ ============ ============ ============ ======= ========= =========

See accompanying notes to consolidated financial statements.

</TABLE>

<TABLE>
CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Cash Flows
Years ended December 31, 1993, 1992, and 1991

1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating
activities:
Income before extraordinary
item and minority interest $ 1,142,322 1,541,577 997,353
Adjustments to reconcile
income before extraordinary
item and minority interest
to net cash provided by
operating activities:
Provision for loan losses 650,000 200,000 240,000
Depreciation and amortization
on premises and equipment 632,826 330,553 287,484
Tax benefit from exercise of
stock options - 204,000 -
Amortization of net premium
on investment securities 199,417 116,927 59,389
Amortization of intangible
assets 46,276 7,860 7,860
Extraordinary tax benefit of
net operating loss
carryforward - - 280,250
Write-down of other real
estate owned - - 53,750
Investment securities
gains, net (49,824) (114,543) (44,159)
Gain on disposal of premises
and equipment (7,686) (3,758) (17,663)
(Gain) loss on sales of other
real estate owned (6,884) 8,828 24,869
Minority interest in net
income of subsidiary (280,846) (205,260) (163,335)
Change in:
Accrued interest and
other receivables 81,967 (77,182) 290,173
Income taxes receivable - - 6,058
Cash surrender value
of life insurance (27,943) (25,647) (26,409)
Other assets 106,908 141,302 (15,248)
Accrued liabilities 209,534 (82,452) (45,987)
Dividends payable - - (21,892)
Income taxes payable (131,393) 50,978 110,534
Minority interest 124,518 140,088 119,348
------------ ------------ ------------
Net cash provided by
operating activities 2,689,192 2,233,271 2,142,375
------------ ------------ ------------
Cash flows from investing
activities:
Proceeds from sales of
investment securities 7,591,268 4,950,226 3,867,218
Proceeds from maturities of
investment securities 8,747,911 10,484,141 4,231,567
Purchases of investment
securities (12,279,639) (37,571,213) (9,671,674)
Loans originated in excess of
principal collected (7,388,251) (1,804,812) (160,738)
Proceeds from sales of premises
and equipment 169,817 25,559 17,879
Purchases of premises and
equipment (320,665) (357,531) (119,251)
Proceeds from sales of other
real estate owned 285,411 180,713 202,631
Purchase of treasury stock (736) - (675)
Cash from acquisition,
net of cash paid - 4,162,585 -
------------ ------------ ------------
Net cash used in
investing activities $ (3,194,884) (19,930,332) (1,633,043)
------------ ------------ ------------

</TABLE>
<TABLE>
CAPITAL BANCORP AND SUBSIDIARY
Consolidated Statements of Cash Flows (continued)
Years ended December 31, 1993, 1992, and 1991

1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from financing
activities:
Net increase in demand
deposits, savings deposits,
and money market investment
accounts $ 14,133,261 7,499,120 12,059,440
Net decrease in time deposits (3,494,361) (7,349,037) (2,996,000)
(Decrease) increase in
securities sold under
agreements to repurchase (12,300,688) 6,819,909 8,706,884
Increase in other borrowings 3,000,000 765,000 -
Payments on other borrowings (3,038,250) (8,830) -
Proceeds from issuance of notes
payable - 11,000 32,000
Payments on notes payable (453,600) (942,400) (282,000)
Exercise of stock options - 750,000 -
Dividends declared (150,353) - -
------------ ------------ ------------
Net cash (used in)
provided by financing
activities (2,303,991) 7,544,762 17,520,324
------------ ------------ ------------
(Decrease) increase in cash and
cash equivalents (2,809,683) (10,152,299) 18,029,656
Cash and cash equivalents at
beginning of year 17,240,821 27,393,120 9,363,464
------------ ------------ ------------
Cash and cash equivalents at
end of year $ 14,431,138 17,240,821 27,393,120
============ ============ ============

Supplemental Disclosures of Cash
Flow Information

Cash paid during the year for:
Interest $ 2,030,634 2,405,352 2,811,054
Income taxes 912,393 484,522 -

Supplemental Schedule of Noncash
Investing and Financing
Activities

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

See accompanying notes to consolidated financial statements

</TABLE>

CAPITAL BANCORP AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1993, 1992, and 1991

(1) Summary of Significant Accounting Policies

(a) Description of the Business

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

(b) Principles of Consolidation

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

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

In May 1993, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities" (Statement No. 115). The Company is required to
adopt provisions of Statement No. 115 beginning January 1, 1994.
Statement No. 115 requires that debt and equity securities
be grouped into one of three categories: held to maturity,
available for sale, or trading. Held to Maturity securities
will be accounted for using amortized book value similar
to current standards. Changes in unrealized gain or loss on
securities in the available for sale category will be
reflected as an adjustment to shareholders' equity. Unrealized
gains or losses on trading securities will flow through the
statement of income.

The Company will classify all investment securities as
either held to maturity or available for sale. However,
classification of individual securities and the related effect
on the Company's consolidated financial statements has not
been determined.

(d) Allowance for Loan Losses

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

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

(e) Premises and Equipment

Premises and equipment are carried at cost, less
accumulated depreciation and amortization. Depreciation
is computed using the straight-line method over lives of
from 3 to 35 years (see note 4). Leasehold improvements are
amortized over the terms of related leases or the estimated
useful lives of the improvements, whichever is shorter.

(f) Other Real Estate Owned

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

(g) Income Taxes

Effective January 1, 1993, the Company adopted the
provisions of Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" (Statement No. 109) and has
included the cumulative effect of that change in the
method of accounting for income taxes in the 1993
consolidated statement of income. Under the asset and
liability method of Statement No. 109 deferred tax assets
and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and
liabilities and their respectful tax bases and operating loss
carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement No. 109, the
effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that
includes the enactment date.

(h) Cash Equivalents

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

(i) Loan Origination and Commitment Fees

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

(j) Off Balance Sheet Financial Instruments

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

(k) Per Share Applicable to Common Stock

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

(l) Reclassifications

Certain amounts in the prior year's consolidated financial
statements have been reclassified to conform with the 1993
presentation.

(2) Investment Securities

<TABLE>
Investment securities are summarized as follows: 1993
Gross Gross Gross Estimated
Amortized unrealized unrealized market
Cost gains losses value
------------ ------------ ------------ -----------

<C> <C> <C> <C>
U.S. treasury securities $ 17,798,964 430,959 13,755 18,216,168
U.S. government agencies and corporations 7,541,081 108,991 22,770 7,627,302
Obligations of states and political subdivisions 3,183,616 27,331 4,401 3,206,546
Mortgage-backed securities 9,019,936 42,552 17,027 9,045,461
Federal Home Loan Bank stock 1,273,700 - - 1,273,700
------------ ------------ ------------ ----------
$ 38,817,297 609,833 57,953 39,369,177
============ ============ ============ ==========

1992
Gross Gross Gross Estimated
Amortized unrealized unrealized market
Cost gains losses value
------------ ------------ ------------ -----------
U.S. treasury securities $ 17,882,822 373,825 74,099 18,182,548
U.S. government agencies and corporations 15,332,656 173,904 50,506 15,456,054
Corporate securities 981,009 - 1,878 979,131
Obligations of states and political subdivisions 1,440,310 1,042 3,765 1,437,587
Mortgage-backed securities 7,096,433 16,143 47,623 7,064,953
Federal Home Loan Bank stock 293,200 - - 293,200
------------ ------------ ------------ ----------
$ 43,026,430 564,914 177,871 43,413,474
============ ============ ============ ==========

</TABLE>

Interest income (including nontaxable interest of $57,411, $8,085 and
$-0-, respectively) on investment securities totaled $2,099,342,
$1,687,797, and $1,100,700 for the years ended December 31, 1993, 1992,
and 1991, respectively. Dividends on equity securities totaled
$128,604, $41,417, and $14,042 for the years
ended December 31, 1993, 1992, and 1991, respectively.

The amortized cost and estimated market value of investment securities
at December 31, 1993, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because
issuers may have the right to call or prepay obligations with or
without call or prepayment penalties.
Estimated
Amortized market
cost value
------------ ------------

Due in one year or less $ 6,102,495 6,162,138
Due after one year through five years 27,814,151 28,298,101
Due after five years through ten years 1,874,285 1,875,969
Due after ten years 1,752,666 1,759,269
Equity securities 1,273,700 1,273,700
------------ ------------
$ 38,817,297 39,369,177
============ ============

Proceeds from sales of investment securities for the years
ended December 31, 1993, 1992, and 1991 were
$7,591,268, $4,950,226, and $3,867,218, respectively. Gross
gains of $56,813, $114,543, and $48,399,
and gross losses of $6,989, $-0-, and $4,240, were
realized on those sales for the years ended
December 31, 1993, 1992, and 1991, respectively.

Investment securities with a carrying value of
$1,854,000 and $1,620,000 were pledged to secure public
deposits as required by law as of December 31, 1993 and
1992, respectively. In addition, U.S. treasury
and U.S. government agency securities with a carrying
value of $6,311,000 and $18,462,000 as of
December 31, 1993 and 1992, respectively, were pledged
as collateral for securities sold overnight under
agreements to repurchase.

(3) Allowance for Loan Losses

The allowance for loan losses is summarized as follows:

1993 1992 1991
------------ ------------ ------------
Balance at beginning of year $ 1,001,270 738,021 637,107
Additions:
Provision for loan losses 650,000 200,000 240,000
Recoveries 310,113 318,847 207,017
Acquisition - 104,524 -
Deduction, loan charge-offs (836,534) (360,122) (346,103)
------------ ------------ ------------
Balance at end of year $ 1,124,849 1,001,270 738,021
============ ============ ============

Loans on which the accrual of interest has been discontinued
or reduced amounted to approximately $530,000,
$1,495,000, and $277,000 at December 31, 1993,
1992, and 1991, respectively. At the original contract
rates, additional interest income of approximately
$29,000, $43,500, and $11,500 would have been
recognized for the years ended December 31, 1993,
1992, and 1991, respectively, had these loans performed
as originally agreed.

(4) Premises and Equipment

Premises and equipment are summarized as follows:

1993 1992
------------ ------------
Land $ 351,555 451,319
Bank premises 313,835 355,117
Furniture and equipment 2,352,523 2,263,476
Leasehold improvements 815,594 848,523
------------ ------------
3,833,507 3,918,435

Less accumulated depreciation 2,463,144 2,031,268
------------ ------------
Net book value $ 1,370,363 1,887,167
============ ============

During 1993, the Company changed the estimated useful lives
on personal computer and data processing
equipment. The change was due to the rapid rate of
technological advances occurring in the computer
and banking industries. Useful lives which previously
ranged from 5-12 years were changed to 3-5 years.
The effect of this change as of January 1, 1993
amounted to approximately $207,500 of depreciation
expense that is reflected in furniture and equipment expense for 1993.

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

The schedule of future minimum operating lease payments as of
December 31, 1993 is summarized as follows:

Year ending December 31:

1994 $ 280,000
1995 242,000
1996 242,000
1997 242,000
1998 242,000
Thereafter 814,000
------------
Total minimum lease payments $ 2,062,000
============

Aggregate rental expense, net of rental income of $12,000
in 1993 and $1,000 in 1992, amounted to
approximately $280,000, $330,000, and $238,000
for the years ended December 31, 1993, 1992, and 1991,
respectively.

(5) Other Expenses

Other expenses are summarized as follows:

1993 1992 1991
------------ ------------ ------------
Supplies and postage $ 253,732 268,156 207,246
Professional and legal 232,098 217,057 123,981
Regulatory assessments 221,881 212,116 147,294
Bankcard interchange discounts
and fees 179,963 127,598 111,830
Advertising 176,085 162,939 84,535
Telephone 87,742 109,244 82,054
Other 584,172 557,358 450,594
------------ ------------ ------------
$ 1,735,673 1,654,468 1,207,534
============ ============ ============

(6) Income Taxes

The Company files a consolidated income tax return with the Bank.
The provision for income taxes consists of the following:

1993 1992 1991
------------ ------------ ------------
Currently payable:

Federal $ 688,000 656,090 79,036
State 115,000 107,150 33,786
------------ ------------ ------------
803,000 763,240 112,822
Deferred federal and state (82,000) 36,000 3,750
------------ ------------ ------------
$ 721,000 799,240 116,572
============ ============ ============

A reconciliation of income taxes based on applying the
federal statutory rate of 34 percent in 1993,
1992, and 1991, is as follows:
<TABLE>
1993 1992 1991
------------ ------------ ------------
<C> <C> <C> <C>
Tax based on federal statutory rate $ 650,000 796,000 474,000
Effect of tax-exempt income (18,000) (7,000) -
State taxes, net of federal tax benefit 76,000 88,000 46,000
General business credits - (71,000) (140,000)
Alternative minimum tax (credit) - (24,500) 41,000
Other 13,000 17,740 (24,178)
------------ ------------ ------------
721,000 799,240 396,822
Extraordinary tax benefit of net
operating loss carryforward - - 280,250
------------ ------------ ------------
$ 721,000 799,240 116,572
============ ============ ============

</TABLE>

The tax effects of temporary differences that give rise to
significant portions of the deferred tax
assets and deferred tax liabilities at December 31,
1993 are presented below:
Deferred tax assets:
Deferred compensation and compensated absences, due to accrual
for financial reporting purposes $ 90,000
Premises and equipment, due to differences in depreciation 26,000
Prepaid expenses, deducted for financial reporting purposes 17,000
Other 34,000
------------
Total deferred tax assets 167,000

Deferred tax liabilities:
Allowance for loan losses, due to experience method
used for tax (112,000)
Federal Home Loan Bank stock dividends (69,000)
----------
Total deferred tax liabilities (181,000)
------------
Net deferred tax liability $ (14,000)
============

The components of deferred income taxes and their tax effects at
December 31, 1992 and 1991 are as follows:

1992 1991
------------ ------------
Depreciation $ (8,500) (4,000)
Provision for loan losses 40,500 8,750
Employee benefits (10,000) (10,000)
Dividends on Federal Home
Loan Bank stock 14,000 9,000
------------ ---------
$ 36,000 3,750
============ =========

As discussed in note 1, the Company adopted Statement No. 109
as of January 1, 1993. The cumulative effect of this change in
accounting for income taxes of $60,000 is reflected in the
consolidated statement of income for 1993.

(7) Notes Payable

The Company was obligated under notes payable to various
directors of the Company. The notes were written at prime
plus 1 1/2 percent and required periodic payments of principal and
interest. Balances outstanding were $-0- and $453,600 as of
December 31, 1993 and 1992, respectively.

(8) Employee Benefit Plans

The Company has adopted an employee stock ownership plan.
Contributions to the plan are determined by the Board of
Directors and are not to exceed 15 percent of eligible wages.
Employees become eligible for the plan after one year of
service. Benefits vest under the plan at 30 percent after
three years of service, with full vesting after seven years of
service. Contributions to the plan amounted to $50,000 for
each of the years ended December 31, 1993, 1992, and 1991,
respectively.

The Company also has a 401(k) plan whereby the Company
matches 50 percent of employee contributions up to five
percent of each participant's compensation. Employer contributions
to the plan amounted to approximately $28,000, $20,000, and
$17,200 for the years ended December 31, 1993, 1992, and
1991, respectively.

(9) Stock Options

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

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

(10) Other Borrowings

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

(11) Acquisition

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

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

(12) Contingent Liabilities and Commitments

The Company's consolidated financial statements do not
reflect various commitments and contingent liabilities that arise in
the normal course of business and that involve elements of
credit risk, interest rate risk, and liquidity risk. These
commitments and contingent liabilities are commitments to extend credit,
commitments under credit card arrangements, performance standby letters
of credit, and home equity lines of credit. A summary of the
Company's commitments and contingent liabilities at December 31,
1993 and 1992 is as follows:

1993 1992
------------ ------------
Commitments to extend credit $ 16,813,000 11,713,000
Credit card arrangements 3,558,000 3,182,000
Performance standby letters of credit 1,928,000 2,277,000
Home equity lines of credit 756,000 382,000

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

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

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

(13) Regulatory Requirements

Regulatory authorities require that banks maintain cash
balances as reserves based on a percentage of deposits. Cash
reserve requirements were $1,330,000 and $963,000 at December
31, 1993 and 1992, respectively.

Effective December 31, 1992, banks are required to maintain
minimum levels of capital to risk weighted assets. The Tier 1
minimum capital guideline is four percent and the Tier 2 minimum
capital guideline is eight percent. The Bank's Tier 1 risk
weighted capital ratio was 13.02 percent and 12.93 percent
and its Tier 2 ratio was 14.27 percent and 14.18 percent, as of
December 31, 1993 and 1992, respectively (unaudited). The
Bank's leverage ratio (Tier 1 capital to total average
quarterly assets) was 7.56 percent and 7.01 percent at December
31, 1993 and 1992, respectively (unaudited).

(14) Merger

On September 17, 1993, a definitive agreement was signed
wherein the Company will merge with Banc One Arizona
Corporation. The proposed merger is subject to obtaining
regulatory and shareholder approvals and is expected to be
completed in the second quarter of 1994. The merger will be
accounted for as a pooling of interests (unaudited). In addition
to severance pay and other related merger costs, the Company
will recognize approximately $500,000 in bonus compensation
to certain employees upon successful completion of the
merger.

(15) Loans to Related Parties

The following is an analysis for the year ended December 31,
1993, of the aggregate loans made by the Company to directors,
executive officers, or principal shareholders of the Company.

Balance at Balance at
December 31, New December 31,
1992 loans Repayments 1993
------------ ------------ ------------ ------------

$ 440,000 230,100 144,100 526,000
============ ============ ============ ============

Capital City Bank
(A Subsidiary of Capital Bancorp)

Financial Statements

December 31, 1993 and 1992

(With Independent Auditors' Report Thereon)

Independent Auditors' Report

The Board of Directors and Shareholders
Capital City Bank:

We have audited the accompanying statements of condition of Capital
City Bank (a subsidiary of Capital Bancorp) as of December 31, 1993 and 1992,
and the related statements of income, shareholders' equity , and cash flows
for each of the years in the three-year period ended December 31, 1993.
These financial statements are the responsibility of the Bank's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Capital City Bank (a
subsidiary of Capital Bancorp) as of December 31, 1993 and 1992, and the
the results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 1993 in conformity with generally accepted
accounting principles.

As discussed in note 1 to the financial statements, the Bank changed its
method of accounting for income taxes in 1993 to adopt the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes".

KPMG Peat Marwick

Salt Lake City, Utah
January 12, 1994

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Condition
December 31, 1993 and 1992

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

Cash and cash equivalents:

<C> <C>
Cash and due from banks, noninterest-bearing $ 8,584,460 7,094,441
Due from banks, interest-bearing 346,678 1,646,380
Federal funds sold 5,500,000 8,500,000
------------ ------------
14,431,138 17,240,821

Investment securities (note 2) 38,817,297 43,026,430

Loans and other receivables:
Commercial loans 42,990,902 38,904,410
Installment loans 5,873,852 6,834,267
Real estate loans and contracts 10,514,677 7,198,402
Loans held for sale at cost,
which approximates market 2,420,346 1,929,671
Accrued interest and other 1,134,820 1,215,566
------------ ------------
62,934,597 56,082,316

Less allowance for loan losses (note 3) 1,124,849 1,001,270
------------ ------------
61,809,748 55,081,046

Premises and equipment (note 4) 1,370,363 1,887,167

Other real estate owned - 175,414

Cash surrender value of life insurance 637,155 609,212

Other assets 92,935 192,043
------------ ------------
$ 117,158,636 118,212,133
============ ============
See accompanying notes to financial statements.

</TABLE>

<TABLE>
<CAPTION>
CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Condition (continued)
December 31, 1993 and 1992

Liabilities and Shareholders' Equity 1993 1992
----------------------------------- - ------------ ------------

Deposits:
<C> <C> <S> <C> <C> <C>
Demand deposits $ 45,658,952 32,291,074
Demand deposits, interest-bearing 15,167,212 13,181,416
Savings deposits 20,465,486 20,080,760
Money market investment accounts 12,102,121 13,759,012
Time deposits, including deposits of
$100,000 or more of $1,112,617 in 1993
and $2,067,532 in 1992 7,613,451 11,107,812
------------ ------------
101,007,222 90,420,074

Securities sold under agreements to repurchase 6,064,606 18,365,294
Other borrowings 717,920 756,170
Accrued liabilities 712,720 502,078
Income taxes payable (note 6) 14,000 136,000
------------ ------------
Total liabilities 108,516,468 110,179,616
------------ ------------

Shareholders' equity:
Capital Stock:
Noncumulative preferred stock, $50 par
value; authorized 50,000 shares; issued
and outstanding, 24,000 shares in 1993
and 1992 1,200,000 1,200,000
Common stock, $10 par value; authorized
200,000 shares; issued and outstanding
132,850 shares in 1993 and 1992 1,328,500 1,328,500
Paid-in capital 2,522,500 2,522,500
Undivided profits 3,591,168 2,981,517
------------ ------------
Total shareholders' equity 8,642,168 8,032,517
------------ ------------
Commitments and contingencies
(notes 4,9,10,11 and 12) $ 117,158,636 118,212,133
============ ============

See accompanying notes to financial statements
</TABLE>

<TABLE>
<CAPTION>
CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Income
Years ended December 31, 1993, 1992, and 1991

1993 1992 1991
------------ ------------ ------------
Interest income:
<S> <C> <C> <C> <C>
Interest and fees on loans $ 6,788,057 6,480,916 5,953,903
Interest on federal funds sold 137,726 290,965 178,205
Interest and dividends on investment
securities 2,227,946 1,729,214 1,114,742
------------ ------------ ------------
Total interest income 9,153,729 8,501,095 7,246,850
------------ ------------ ------------
Interest expense:
Interest on demand deposits, interest-
bearing, and savings deposits 1,021,757 987,061 643,850
Interest on money market investment
accounts 327,831 368,536 834,120
Interest on time accounts, including
interest on deposits of $100,000 or
more of $28,967 in 1993, $85,060 in
1992 and $272,586 in 1991 345,374 587,042 958,993
Interest on securities sold under
agreements to repurchase 209,636 330,336 163,303
Interest on other borrowings 67,734 17,344 -
------------ ------------ ------------
Total interest expense 1,972,332 2,290,319 2,600,266
------------ ------------ ------------
Net interest income 7,181,397 6,210,776 4,646,584

Provision for loan losses (note 3) 650,000 200,000 240,000
------------ ------------ ------------
Net interest income after provision
for loan losses 6,531,397 6,010,776 4,406,584
------------ ------------ ------------
Other operating income:
Service charges on deposit accounts 992,061 887,185 760,865
Bankcard discounts and fees 286,252 231,123 189,171
Loan servicing fees 281,293 165,541 -
Investment securities gains, net 49,824 114,543 44,159
Other 213,922 127,572 220,650
------------ ------------ ------------
1,823,352 1,525,964 1,214,845
Other expenses:
Salaries, wages, and benefits 3,403,964 2,467,770 2,088,282
Furniture and equipment (note 4) 650,957 389,105 299,160
Building 595,360 629,433 483,732
Other (note 5) 1,677,417 1,638,578 1,197,428
------------ ------------ ------------
6,327,698 5,124,886 4,068,602
Income before income tax expense, cumulative ------------ ------------ ------------
effect of change in accounting principle
and extraordinary item 2,027,051 2,411,854 1,552,827
Income tax expense (note 6) 742,000 901,740 379,250
------------ ------------ ------------
Income before cumulative effect of change in
accounting principle and extraordinary
item 1,285,051 1,510,114 1,173,577
Cumulative effect of change in accounting
principle 60,000 - -
------------ ------------ ------------
Income before extraordinary item 1,225,051 1,510,114 1,173,577
Extraordinary tax benefit of net operating
loss carryforward (note 6) - - 25,500
------------ ------------ ------------
Net income $ 1,225,051 1,510,114 1,199,077
============ ============ ============
</TABLE>

<TABLE>
<CAPTION>
CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Income (continued)
Years ended December 31, 1993, 1992, and 1991

1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C> <C>
Weighted average common and common equivalent
shares outstanding during the period 140,767 138,429 126,736
============ ============ ============
Per share applicable to common stock:
Income before change in accounting principle
and extraordinary item $ 8.77 10.70 9.26
============ ============ ============
Income before extraordinary item $ 8.34 10.70 9.26
============ ============ ============
Net income $ 8.34 10.70 9.46
============ ============ ============

See accompanying notes to financial statements.

</TABLE>

<TABLE>
<CAPTION>
CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Shareholders' Equity
Years ended December 31, 1993, 1992 and 1991

Noncumulative
preferred stock Common stock
------------ ------------ ------------------------- Share-
Number Number Paid-in Undivided holders'
of Shares Amount of Shares Amount capital profits equity
------------ ------------ ----------------------------------------------------------------

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

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

Dividends declared - - - - - (240,798) (240,798)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balances at December 31, 1991 - - 126,736 1,267,360 2,302,398 1,939,623 5,509,381

Preferred stock issued
for business
acquisition (note 9) 24,000 1,200,000 - - - - 1,200,000

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

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

Dividends declared:
Common - - - - - (420,138) (420,138)
Preferred - - - - - (48,082) (48,082)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balances at December 31, 1992 24,000 1,200,000 132,850 1,328,500 2,522,500 2,981,517 8,032,517

Net income - - - - - 1,225,051 1,225,051

Dividends declared:
Common - - - - - (531,400) (531,400)
Preferred - - - - - (84,000) (84,000)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balances at December 31, 1993 24,000 $ 1,200,000 132,850 $ 1,328,500 2,522,500 3,591,168 8,642,168
============ ============ ============ ============ ============ ============ ============

See accompanying notes to financial statements
</TABLE>

<TABLE>
<CAPTION>
CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Cash Flows
Years ended December 31, 1993, 1992, and 1991

1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Income before extraordinary item $ 1,225,051 1,510,114 1,173,577
Adjustments to reconcile income before
extraordinary item to net cash provided
by operating activities:
Provision for loan losses 650,000 200,000 240,000
Depreciation and amortization on premises
and equipment 632,826 330,553 287,484
Amortization of net premium on investment
securities 199,417 116,927 59,389
Extraordinary tax benefit of net operating
loss carryforward - - 25,500
Write-down of other real estate owned - - 53,750
Investment securities gains, net (49,824) (114,543) (44,159)
Gain on disposal of premises and
equipment (7,686) (3,758) (17,663)
(Gain) loss on sales of other real estate
owned (6,884) 8,828 24,869
Change in:
Accrued interest and other receivables 80,746 (74,377) 350,923
Income taxes receivable - - 7,800
Cash surrender value of life insurance (27,943) (25,647) (26,409)
Other assets 106,908 141,363 (16,307)
Accrued liabilities 210,642 (64,981) (35,295)
Dividends payable - - (158,420)
Income taxes payable (122,000) 132,250 3,750
------------ ------------ ------------
Net cash provided by operating
activities 2,891,253 2,156,729 1,928,789
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from sales of investment
securities 7,591,268 4,950,226 3,867,218
Proceeds from maturities of investment
securities 8,747,911 10,484,141 4,231,567
Purchases of investment securities (12,279,639) (37,571,213) (9,671,674)
Loans originated in excess of principle
collected (7,527,849) (1,546,755) (160,738)
Proceeds from sales of premises and
equipment 169,817 25,559 17,879
Purchases of premises and equipment (320,665) (357,531) (119,251)
Proceeds from sales of other real estate
owned 285,411 180,713 202,631
Cash from acquisition, net of cash paid
(note 9) - 4,162,585 -
------------ ------------ ------------

Net cash used in investing activities $ (3,333,746) (19,672,275) (1,632,368)
------------ ------------ ------------

</TABLE>

<TABLE>
<CAPTION>
CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Statements of Cash Flows (continued)
Years ended December 31, 1993, 1992, and 1991

(Decrease) increase in cash
and cash equivalents (2,809,683) (10,152,299) 18,062,471
Cash and cash equivalents at
beginning of year 17,240,821 27,393,120 9,330,649
Cash and cash equivalents at ------------ ------------ ------------
end of year $ 14,431,138 17,240,821 27,393,120
============ ============ ============

Supplemental Disclosures of Cash Flow
Information
- --------------------------------------
Cash paid during the year for:
Interest $ 2,002,837 2,311,412 2,648,362
Income taxes 924,000 710,000 342,200

Supplemental Schedule of Noncash Investing
and Financing Activities
- ------------------------------------------
Acquisitions of real property through
foreclosure or in lieu of loan repayments $ 68,401 292,983 -

See accompanying notes to financial statements.
</TABLE>

CAPITAL CITY BANK
(A Subsidiary of Capital Bancorp)
Notes to Financial Statements
December 31, 1993, 1992, and 1991

(1) Summary of Significant Accounting Policies

(a) Description of the Business

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

(b) Ownership

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

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

In May 1993, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities" (Statement No. 115).
The Bank is required to adopt provisions of Statement No. 115 beginning
January 1, 1994. Statement No. 115 requires that debt and equity
securities be grouped into one of three categories: held to maturity,
available for sale, or trading. Held to Maturity securities will be
accounted for using amortized book value similar to current
standards. Changes in unrealized gain or loss on securities in the
available for sale category will be reflected as an adjustment to
shareholders' equity. Unrealized gains or losses on trading securities
will flow through the statement of income.

The Bank will classify all investment securities as either held to
maturity or available for sale. However, classification of
individual securities and the related effect on the Bank's financial
statements has not been determined.

(d) Allowance for Loan Losses

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

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

(e) Premises and Equipment

Premises and equipment are carried at cost, less accumulated
depreciation and amortization. Depreciation is computed using the
straight-line method over lives of from 3 to 35 years (see note 4).
Leasehold improvements are amortized over the terms of related
leases or the estimated useful lives of the improvements, whichever
is shorter.

(f) Other Real Estate Owned

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

(g) Income Taxes

Effective January 1, 1993, the Bank adopted the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" (Statement No. 109) and has included the cumulative effect
of that change in the method of accounting for income taxes in the 1993
statement of income. Under the asset and liability method of
Statement No. 109 deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respectful tax bases and operating loss and tax
credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
income in the years in which those temporary differences are expected
to be recovered or settled. Under Statement No. 109, the effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

(h) Cash Equivalents

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

(i) Loan Origination and Commitment Fees

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

(j) Off Balance Sheet Financial Instruments

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

(k) Per Share Applicable to Common Stock

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

(l) Reclassifications

Certain amounts in the prior year's financial statements have
been reclassified to conform with the 1993 presentation.

(2) Investment Securities

Investment securities are summarized as follows:

<TABLE>
<CAPTION>
1993

Gross Gross Estimated
Amortized unrealized unrealized market
Cost gains losses value
------------ ------------ ------------ ------------
<C> <C> <C> <C>
U.S. treasury securities $ 17,798,964 430,959 13,755 18,216,168
U.S. government agencies and corporations 7,541,081 108,991 22,770 7,627,302
Obligations of states and political subdivisions 3,183,616 27,331 4,401 3,206,546
Mortgage-backed securities 9,019,936 42,552 17,027 9,045,461
Federal Home Loan Bank stock 1,273,700 - - 1,273,700
------------ ------------ ------------ ------------
$ 38,817,297 609,833 57,953 39,369,177
============ ============ ============ ============

1992
Gross Gross Estimated
Amortized unrealized unrealized market
Cost gains losses value
------------ ------------ ------------ ------------
U.S. treasury securities $ 17,882,822 373,825 74,099 18,182,548
U.S. government agencies and corporations 15,332,656 173,904 50,506 15,456,054
Corporate securities 981,009 - 1,878 979,131
Obligations of states and political subdivisions 1,440,310 1,042 3,765 1,437,587
Mortgage-backed securities 7,096,433 16,143 47,623 7,064,953
Federal Home Loan Bank stock 293,200 - - 293,200
------------ ------------ ------------ ------------
$ 43,026,430 564,914 177,871 43,413,473
============ ============ ============ ============

</TABLE>

The amortized cost and estimated market value of
investment securities at December 31, 1993, by contractual
maturity, are shown below. Expected maturities will differ
from contractual maturities because issuers
may have the right to call or prepay obligations
with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Estimated
Amortized market
cost value
------------ ------------

<S> <C> <C>
Due in one year or less $ 6,102,495 6,162,138
Due after one year through five years 27,814,151 28,298,101
Due after five years through ten years 1,874,285 1,875,969
Due after ten years 1,752,666 1,759,269
Equity securities 1,273,700 1,273,700
------------ ------------
$ 38,817,297 39,369,177
============ ============

</TABLE>
Proceeds from sales of investment securities for
the years ended December 31, 1993, 1992 and 1991 were
$7,591,268, $4,950,226, and $3,867,218, respectively.
Gross gains of $56,813, $114,543, and $48,399,
and gross losses of $6,989, $-0-, and $4,240,
were realized on those sales for the years ended
December 31, 1993, 1992, and 1991, respectively.

Investment securities with a carrying value of
$1,854,000 and $1,620,000 were pledged to secure public
deposits as required by law as of December 31, 1993,
and 1992, respectively. In addition, U.S. treasury
and U.S. government agency securities with a carrying
value of $6,311,000 and $18,462,000 as of
December 31, 1993 and 1992, respectively, were
pledged as collateral for securities sold overnight under
agreements to repurchase.

(3) Allowance for Loan Losses

The allowance for loan losses is summarized as follows:

<TABLE>
<CAPTION>
1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of year $ 1,001,270 738,021 637,107
Additions:
Provision for loan losses 650,000 200,000 240,000
Recoveries 310,113 318,847 207,017
Acquisition - 104,524 -
Deduction, loan charge-offs (836,534) (360,122) (346,103)
------------ ------------ ------------
Balance at end of year 1,124,849 1,001,270 738,021
============ ============ ============
</TABLE>

Loans on which the accrual of interest has been
discontinued or reduced amounted to approximately $530,000,
$1,495,000, and $277,000 at December 31, 1993, 1992, and
1991, respectively. At the original contract
rates, additional interest income of approximately
$29,000, $43,500, and $11,500 would have been
recognized for the years ended December 31, 1993,
1992, and 1991, respectively, had these loans performed
as originally agreed.

(4) Premises and Equipment

Premises and equipment are summarized as follows:
<TABLE>
<CAPTION>
1993 1992
------------ ------------
<S> <C> <C> <C>
Land $ 351,555 451,319
Bank premises 313,835 355,117
Furniture and equipment 2,352,523 2,263,476
Leasehold improvements 815,594 848,523
------------ ------------
3,833,507 3,918,435

Less accumulated depreciation 2,463,144 2,031,268
------------ ------------
Net book value $ 1,370,363 1,887,167
============ ============
</TABLE>

During 1993, the Bank changed the estimated useful
lives on personal computer and data processing equipment.
The change was due to the rapid rate of technological
advances occurring in the computer and banking
industries. Useful lives which previously ranged
from 5-12 years were changed to 3-5 years. The effect of
this change as of January 1, 1993 amounted to approximately
$207,500 of depreciation expense that is
reflected in furniture and equipment expense for 1993.

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

The schedule of future minimum operating lease payments as of
December 31, 1993 is summarized as follows:

<TABLE>
<CAPTION>
<S> <C>
Year ending December 31:
1994 $ 280,000
1995 242,000
1996 242,000
1997 242,000
1998 242,000
Thereafter 814,000
------------
Total minimum lease payments $ 2,062,000
============

</TABLE>
Aggregate rental expense, net of rental income of
$12,000 in 1993 and $1,000 in 1992, amounted to
approximately $280,000, $330,000, and $238,000 for
the years ended December 31, 1993, 1992, and 1991,
respectively.

(5) Other Expenses

<TABLE>
<CAPTION>
Other expenses are summarized as follows:
1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C> <C>
Supplies and postage $ 253,732 268,156 207,246
Professional and legal 232,098 217,057 123,981
Regulatory assessments 221,881 212,116 147,294
Bankcard interchange discounts and fees 179,963 127,598 111,830
Advertising 176,085 162,939 84,535
Telephone 87,742 109,244 82,054
Other 525,916 541,468 440,488
------------ ------------ ------------
$ 1,677,417 1,638,578 1,197,428
============ ============ ============
</TABLE>

(6) Income Taxes

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

The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
1993 1992 1991
------------ ------------ ------------
Currently payable:
<S> <C> <C> <C> <C>
Federal $ 705,750 747,240 276,200
State 118,250 118,500 73,800
------------ ------------ ------------
824,000 865,740 350,000
Deferred federal and state (82,000) 36,000 3,750
------------ ------------ ------------
$ 742,000 901,740 353,750
============ ============ ============

</TABLE>

<TABLE>
<CAPTION>
A reconciliation of income taxes based on applying the
federal statutory rate of 34 percent in 1993,
1992, and 1991, is as follows:
1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C> <C>
Tax based on federal statutory rate $ 689,000 820,000 528,000
Effect of tax-exempt income (18,000) (7,000) -
State taxes, net of federal tax benefit 78,000 85,000 51,200
General business credits - (18,190) (152,800)
Alternative minimum tax (credit) - - (20,000)
Other (7,000) 21,930 (27,150)
------------ ------------ ------------
742,000 901,740 379,250
Extraordinary tax benefit of net
operating loss carryforward - - 25,500
------------ ------------ ------------
$ 742,000 901,740 353,750
============ ============ ============
</TABLE>

<TABLE>
<CAPTION>
The tax effects of temporary differences that give
rise to significant portions of the deferred tax
assets and deferred tax liabilities at Decebmer 31,
1993 are presented below:

Deferred tax assets:
Deferred compensation and compensated absences, due to accrual
<S> <C> <C>
for financial reporting purposes $
Premises and equipment, due to differences in depreciation 26,000
Prepaid expenses, deducted for financial reporting purposes 17,000
Other 34,000
------------
Total deferred tax assets 167,000

Deferred tax liabilities:
Allowance for loan losses, due to experience method
used for tax (112,000)
Federal Home Loan Bank stock dividends (69,000)
------------
Total deferred tax liabilities (181,000)
------------
Net deferred tax liability $ 14,000
============
</TABLE>
<TABLE>
<CAPTION>
The components of deferred income taxes and their tax effects at
December 31, 1992 and 1991 are as follows:

1992 1991
------------ ------------
<S> <C> <C> <C>
Depreciation $ (8,500) (4,000)
Provision for loan losses 40,500 8,750
Employee benefits (10,000) (10,000)
Dividends on Federal Home Loan Bank stock 14,000 9,000
------------ ------------
$ 36,000 3,750
============ ============
</TABLE>

(7) Employee Benefit Plans

The Bank has adopted an employee stock ownership plan.
Contributions to the plan are determined by the Board of
Directors and are not to exceed 15 percent of eligible wages.
Employees become eligible for the plan after one year of
service. Benefits vest under the plan at 30 percent after
three years of service, with full vesting after seven years
of service. Contributions to the plan amounted to $50,000 for
each of the years ended December 31, 1993, 1992, and 1991,
respectively.

The Bank also has a 401(k) plan whereby the Bank matches 50
percent of employee contributions up to five percent of each
participant's compensation. Employer contributions to the plan
amounted to approximately $28,000, $20,000, and $17,200 for the
years ended December 31, 1993, 1992, and 1991, respectively.

(8) Other Borrowings

(9) Acquisition

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

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

(10) Contingent Liabilities and Commitments

The Bank's financial statements do not reflect various
commitments and contingent liabilities that arise in the
normal course of business and that involve elements of credit
risk, interest rate risk and liquidity risk. These commitments
and contingent liabilities are commitments to extend credit,
commitments under credit card arrangements, performance standby
letters of credit, and home equity lines of credit. A summary of
the Bank's commitments and contingent liabilities at
December 31, 1993 and 1992 is as follows:

<TABLE>
<CAPTION>
1993 1992
------------ ------------
<S> <C> <C>
Commitments to extend credit $ 16,813,000 11,713,000
Credit card arrangements 3,558,000 3,182,000
Performance standby letters of credit 1,928,000 2,277,000
Home equity lines of credit 756,000 382,000

</TABLE>

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

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

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

(11) Regulatory Requirements

Effective December 31, 1992, banks are required to maintain
minimum levels of capital to risk weighted assets. The Tier 1
minimum capital guideline is four percent and the Tier 2
minimum capital guideline is eight percent. The Bank's Tier 1
risk weighted capital ratio was 13.02 percent and 12.93 percent
and its Tier 2 ratio was 14.27 percent and 14.18 percent as of
December 31, 1993 and 1992, respectively (unaudited). The
Bank's leverage ratio (Tier 1 capital to total average
quarterly assets) was 7.56 percent and 7.01 percent at
December 31, 1993 and 1992, respectively (unaudited).

(12) Merger

On September 17, 1993, a definitive agreement was signed
wherein the Parent will merge with Banc One Arizona Corporation.
Subsequently, Capital City Bank will merge with Bank One, Utah, NA.
The merger is subject to obtaining regulatory and shareholder
approvals and is expected to be completed in the second quarter
of 1994. The merger at the holding company level will be
accounted for as a pooling of interests and the merger
at the Bank level will be treated as a purchase (unaudited).
In addition to severance pay and other related merger costs,
the Bank will recognize approximately $500,000 in bonus
compensation to certain employees upon successful completion of
the merger.

(13) Loans to Related Parties

The following analysis for the year ended December 31, 1993, of
the aggregate loans made by the Bank to directors, executive
officers, or principal shareholders of the Bank.

Balance at Balance at
December 31, New December 31,
1992 loans Repayments 1993
------------ ------------ ------------ ------------
<C> <C> <C> <C> <C>
$ 182,000 230,100 4,500 407,600
============ ============ ============ ============
</TABLE>

D. VOTING AND MANAGEMENT INFORMATION

BANC ONE will pay the costs of preparing and printing this Prospectus and Joint
Proxy Statement and CAPITAL and CCB will bear the cost of soliciting proxies
for the CAPITAL Special Meeting and the CCB Special Meeting. Solicitation of
proxies will be made in person, by mail, or by telephone or telegraph by
present and former directors, officers and employees of CAPITAL and CCB for
which no additional compensation will be paid. CAPITAL will bear the cost of
solicitation of proxies from its stockholders. CCB will bear the cost of
solicitation of proxies from its stockholders. Copies of the form of proxy and
Notice and this Prospectus will be mailed to stockholders on or
about , 1994.

Voting

The proxy accompanying this Prospectus is solicited by the Boards of Directors
of CAPITAL and CCB and, if properly executed and returned, will be voted in
accordance with the instructions given therein. IF NO INSTRUCTIONS ARE GIVEN,
THE PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL TO APPROVE THE MERGER
AGREEMENT. Any proxy may be revoked at any time before it is voted by
furnishing CAPITAL with either written notice of revocation or a subsequently
dated proxy or appearing at the Special Meeting and electing to vote in person.

The CAPITAL and CCB Boards have fixed the close of business on February 28,
1994, as the record date for the determination of stockholders entitled to
notice of and to vote at the CAPITAL Special Meeting and the CCB Special
Meeting. As of the record date, 150,345 shares of CAPITAL Common Stock were
outstanding, each of which entitled its holder to one vote at the CAPITAL
Special Meeting. As of the record date, 132,850 shares of CCB Common Stock
were outstanding, each of which entitled its holder to one vote at the CCB
Special Meeting. The affirmative vote of a majority of the outstanding shares
of CAPITAL Common Stock entitled to vote thereon is required for approval of
the Merger Agreement. The affirmative vote of a majority of the outstanding
shares of CCB Common Stock entitled to vote thereon is required for approval of
the Consolidation Agreement.

The Directors of CAPITAL and CCB have unanimously approved the Merger Agreement
and Consolidation Agreement. Each director has indicated an intention to vote
all of his shares in favor of the Merger Agreement and CAPITAL intends to vote
its shares of CCB in favor of the Consolidation Agreement.

Rights of Dissenting Stockholders

The following summary does not purport to be a complete statement of the
procedures to be followed by CAPITAL and CCB shareholders desiring to exercise
dissenters' rights and is qualified in its entirety by reference to the
provisions of Sections 16-10a-1301 and 16-10a-1331 of the Utah Code Annotated,
the full texts of which are attached hereto as Exhibit B. As the preservation
and the exercise of dissenters' rights require strict adherence to the
provisions of these laws, each CAPITAL and CCB shareholder who might desire to
exercise such rights should review such laws carefully, timely consult his own
legal advisor and strictly adhere to the provisions thereof.

Any shareholder of CAPITAL and CCB may, as an alternative to receiving BANC ONE
Common Stock, dissent from the Merger or Consolidation, respectively, and
obtain payment of the fair value of such shareholder's shares of CAPITAL Common
Stock and CCB Common Stock pursuant to Section 16-10a-1302 and 16-10a-1303 of
the Utah Code Annotated. "Fair value" means the value of the shares
immediately before the Effective Time, excluding any appreciation or
depreciation in anticipation of the Merger, unless such exclusion would be
inequitable. A shareholder of record may assert dissenters' rights as to fewer
than all of the shares registered in such shareholder's name only if such
shareholder dissents with respect to all of the shares beneficially owned by
any one person and discloses to CAPITAL or CCB, as the case may be, the name
and address of the person or persons on whose behalf such shareholder
dissents. In that event, such shareholder's rights shall be determined as if
the shares as to which such shareholder has dissented and such other shares
were registered in the names of different shareholders. A beneficial owner of
shares who is not the record holder may assert dissenters' rights with respect
to shares held on such owner's behalf and shall be treated as a dissenting
shareholder if a written consent of the shareholder of record of such shares is
submitted at the time of or before dissenters' rights are asserted.

Any CAPITAL or CCB shareholder who wishes to dissent must file with CAPITAL or
CCB, respectively, prior to the vote on the Merger Agreement or Consolidation
Agreement, respectively, a written notice of such shareholder's intent to
demand payment of the fair value of such shareholder's shares if the Merger or
Consolidation, respectively, is effectuated. In addition, the CAPITAL or CCB
shareholder must refrain from voting in favor of the Merger Agreement or
Consolidation Agreement, respectively. A shareholder who fails to file the
notice on time or who votes in favor of the Merger Agreement will not have any
dissenters' rights. If a shareholder returns a signed proxy but does not
specify a vote against approval of the Merger Agreement or a direction to
abstain, the proxy will be voted for approval of the Merger Agreement and
Consolidation Agreement, which will have the effect of waiving that
shareholder's dissenters' rights.

If the Merger Agreement is approved by the required vote, CAPITAL will mail a
notice to all shareholders who gave a timely notice of intent to demand payment
and who did not vote in favor of the Merger Agreement. If the Consolidation
Agreement is approved by the required vote, CCB will mail a notice to all
shareholders who gave a timely notice of intent to demand payment and who did
not vote in favor of the Consolidation Agreement. These notices will state
where and when dissenting shareholders' demands for payment should be sent and
stock certificates should be deposited, and a time at least 30 days after the
mailing of the notice by which such demand and deposit must be made. A
shareholder who fails to demand payment and deposit stock certificates as
required in the notice will lose dissenters' rights.

Except as described in the following paragraph, CAPITAL and CCB are required,
immediately after the later of the Effective Time of the Merger and
Consolidation, respectively, and their receipt of the demand and stock
certificate in accordance with their notices, to send to the dissenting
shareholder a check in the amount of their estimate of the fair value of the
dissenter's shares, plus interest from the Effective Time, and certain
financial information concerning CAPITAL or CCB, respectively. If CAPITAL or
CCB fails to make this payment, or if the dissenting shareholder believes that
the amount remitted is less than the fair value of such shareholder's shares or
that the interest is not correctly determined, such shareholder may object
within 30 days after CAPITAL or CCB mails the payment, by mailing to CAPITAL or
CCB such shareholder's own estimate of the fair value of such shares or of the
interest and a demand (a "Demand") for payment of the deficiency. If a Demand
is not so mailed, the dissenting shareholder is entitled to no more than the
amount initially sent by CAPITAL or CCB.

Notwithstanding the foregoing, CAPITAL may elect to withhold payment from any
dissenter with respect to shares of which the dissenter or the person on whose
behalf the dissenter acts was not the beneficial owner on August 11, 1993, the
date of the first announcement to news media of the terms of the Merger and
Consolidation. After the Effective Time of the Merger and Consolidation,
respectively, CAPITAL and CCB are required to furnish to such dissenters a
statement of its estimate of the fair value of the shares and the rate of
interest (and the basis for the proposed rate of interest) with an offer to pay
that amount. If the dissenter does not accept these amounts, the dissenter
must mail an estimate and demand for payment (also a "Demand") within 30 days
after the date of mailing of CAPITAL or CCB's offer. Otherwise, the dissenting
shareholder is entitled to no more than CAPITAL or CCB's offer.

Within 60 days after any Demand is submitted by a shareholder, if the Demand
remains unsettled, CAPITAL or CCB is required to file in an appropriate court
in Utah a petition requesting that the fair value of the shares and the
interest be determined by the court. All dissenting shareholders making such
demand, wherever residing, shall be parties to the proceedings. All dissenting
shareholders who are made parties to the petition are entitled to judgment for
the amount by which the fair value of their shares is found to exceed the
amount previously sent to them, with interest. If CAPITAL or CCB fails to file
a petition as required, each dissenting shareholder who has made a demand and
who has not already settled such shareholder's claim against CAPITAL or CCB
shall be paid by CAPITAL or CCB the amount previously demanded by such
shareholder with interest. The costs and expenses of any such court
proceedings will be assessed against CAPITAL or CCB except that the court may
assess any part of those costs and expenses against dissenters who are parties
to the proceedings and whose action in demanding supplemental payment the court
finds to be arbitrary, vexatious or not in good faith. Fees and expenses of
counsel and experts for the respective parties may be assessed as the court
deems equitable against CAPITAL or CCB and in favor of any or all dissenters if
CAPITAL or CCB fails to comply substantially with the statutory requirements
and may be assessed against either CAPITAL or CCB or a dissenter in favor of
any other party, if the court finds that party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously or not in good faith. If
the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated and should not be
assessed against CAPITAL or CCB, it may award to the counsel reasonable fees to
be paid out of the amounts awarded to the dissenters who were benefitted.
Shareholders considering exercising dissenters' rights should bear in mind that
the fair value of their stock determined under Sections 16-10a-1328 and
16-10a-1330 of the Utah Code Annotated could be more than, the same as, or less
than the value of the consideration they will receive pursuant to the Merger
Agreement and Consolidation Agreement if they do not exercise dissenters'
rights, and that investment banking opinions as to fairness are not necessarily
opinions as to fair value under Sections 16-10a-1328 and 16-10a-1330 of the
Utah Annotated Code.

Management and Principal Shareholders of BANC ONE

Information concerning the directors and executive officers of BANC ONE,
compensation of directors and executive officers of BANC ONE and any related
transactions in which they have an interest, together with information related
to principal shareholders of BANC ONE, is set forth in BANC ONE's Proxy
Statement, dated March 11, 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
CAPITAL AND CCB

The names and ages of the present directors and executive officers of CAPITAL
and CCB, their business experience during the last five years and certain other
information, together with their ownership of stock as of December 31, 1993,
are set forth in the following table:

Name, Year of Birth, Year Principal Occupations Annual Shares of
Became Director & Positions for Past Five Years Amount CAPITAL
& Offices w/CAPITAL or CCB & Other Information Income and CCB

Norton Parker -- 1926 Banking $156,000 18,853
Director Capital -- 1980 600 3,079
Director CCB -- 1977 4,800
Chairman Capital
Chairman & President CCB

John M. Rapp -- 1928 Retired
Director Capital -- 1980 600 12,809
Director CCB -- 1977 4,800 56

Carman E. Kipp -- 1927 Attorney
Director Capital -- 1980 600 12,524
Director CCB -- 1977 4,800 52

Martin T. Hart -- 1936 Investments
Director Capital -- 1980 600 12,809
52

G. Mitchell Morris -- 1920 Travel Industry
Director Capital -- 1980 Consultant 600 12,809
Director CCB -- 1977 4,800 52

Ray S. Robinson -- 1926 Building Products
Director Capital -- 1980 600 8,838
Director CCB -- 1977 4,800 58

McNeil S. Fiske -- 1934 President, MacCourt Products
Director Capital -- 1980 600 7,721
Director CCB -- 1977 4,800 52

Michael A. Allem -- 1942 Banking 95,000
Director Capital -- 1986 600 7,242
Director CCB -- 1986 4,800 1,211
Senior Executive
Vice President CCB

Donald E. Foulger -- 1928 Equipment Broker
Director Capital -- 1980 600 5,731
50

Charles Ehin -- 1935 Professor of Business
Director CCB -- 1990 4,800 50

Allen C. Barbieri -- 1958 Banking/Savings & Loan
President Capital 70,000 -

Ronald Leatham -- 1952 Banking
Senior Vice President CCB 56,000 -

Kent R. Jones -- 1962 Banking/Public Accounting
Chief Financial Officer CCB 57,000 -

EXHIBIT A

GERRISH & MCCREARY, P.C.
Attorneys
Washington Square
222 Second Avenue North, Suite 424
Nashville, Tennessee 37201

February 11, 1994

Shareholders of Capital Bancorp

Capital Bancorp
2200 South State Street
Salt Lake, Utah 84115

Banc One Corporation
100 East Broad Street
Columbus, Ohio 43271-0152

Ladies and Gentlemen:

You have requested our opinion as to certain federal income tax consequences
resulting from the merger of Capital Bancorp ("Capital") with and into Banc One
Arizona Corporation ("Banc One Arizona") as set forth and more fully described
in the Agreement and Plan of Merger between Capital and Banc One Arizona and
joined in by Banc One CORPORATION ("Banc One"), dated September 17, 1993, as
amended (the "Agreement") including exhibits attached thereto.

We have acted as special counsel to Capital with respect to the merger of
Capital into Banc One Arizona (the "Holding Company Merger"). In this
capacity, we have examined the Agreement and the Registration Statement
(Form S-4) pursuant to which Banc One is issuing additional shares of its
common stock, without par value, to the stockholders of Capital pursuant to the
merger of Capital with and into Banc One Arizona. All capitalized terms used
herein shall, except where the context indicates otherwise, be deemed to have
the meanings assigned to such terms in the Registration Statement and the
Agreement.

In reaching our opinion, we have relied on certain representations made by the
management of Banc One, Banc One Arizona, and Capital Bancorp, including the
representations and warranties and undertakings in the Agreement, and have
examined such documents, records and other instruments as we have deemed
necessary or appropriate, including, without limitations, the Registration
Statement and the Agreement. We have assumed that Banc One has previously been
and will be in the future maintained and operated in conformance with the laws
of the State of Ohio and the terms of the aforementioned documents. We have
also assumed that Banc One Arizona has previously been and will be in the
future maintained and operated in conformance with the laws of the State of
Arizona and the terms of the aforementioned documents.

Banc One is a registered bank holding company organized and existing under the
laws of the State of Ohio. Banc One has authorized capital stock consisting of
635,000,000 shares consisting of 600,000,000 shares of common stock without par
value ("Banc One Common Stock") of which 341,965,620 shares were issued and
outstanding at September 17, 1993 and 35,000,000 shares of preferred stock of
which 5,000,000 were issued and outstanding as of such date. Up to 4,405,854
shares of Banc One Common Stock are subject to options. It is anticipated that
not more than approximately 353,461 shares of Banc One Common Stock will be
issued pursuant to the Holding Company Merger. In addition, it is anticipated
that not more than approximately 80,389 shares of Banc One Common Stock will be
issued in connection with the Merger of Capital City Bank with and into Bank
One, Utah, N.A. (the "Bank Merger").

Capital is a bank holding company duly organized and existing under the laws of
the State of Utah and has authorized capital stock consisting of 200,000 shares
of common stock, par value $10.00 per share ("Capital Common Stock"), of which
150,345 shares are issued and outstanding and 2,805 of which are shares of
treasury stock owned by Capital.

Banc One Arizona is an Arizona corporation duly organized and existing under
the laws of the State of Arizona. Banc One owns 100% of the outstanding shares
of stock of Banc One Arizona.

Other than noted above, there are no outstanding securities or obligations
which are convertible into shares of stock or options, warrants, rights, calls
or any other commitments of any nature relating to the unissued shares of Banc
One, Capital, or Banc One Arizona.

Pursuant to the Agreement at the Effective Date of the Merger, the following
transactions will be consummated:

1. Capital shall merge with and into Banc One Arizona whereby each share of
$10.00 par value Capital Common Stock issued and outstanding, other than
shares whose holders have perfected their rights to dissent from the
Merger, shall be converted into and exchanged for up to 353,461 shares of
newly issued Banc One Common Stock without par value. Banc One Arizona
shall survive the Merger and the former stockholders of Capital shall
become stockholders of Banc One. No fractional shares of Banc One Common
Stock shall be issued. The former Capital stockholders entitled to
fractional shares of Banc One Common Stock shall be paid cash by Banc One
for such fractional shares, the value of which shall be computed by
multiplying the fraction thereof by the "Average Price" of Banc One Common
Stock. The "Banc One Average Price" is the average of the daily market
price of Banc One Common Stock during a ten (10) day period preceding the
Effective Time of the Merger as set forth in Section 7(a) of the Agreement.

2. The Merger is subject to various conditions including, among others,
approval by a majority of the stockholders of Capital at the Capital
Special Meeting and approval by all applicable regulatory authorities.

This opinion is conditioned on the following assumptions and representations
being made by the management of Banc One, Banc One Arizona and Capital in
connection with the Merger transaction at or before closing:

1. The Merger shall be consummated pursuant to and in accordance with the
Agreement.

2. The fair market value of newly issued Banc One Common Stock without par
value to be received by Capital stockholders will be, in each instance,
approximately equal to the fair market value of the Capital Common Stock to
be surrendered in exchange therefor.

3. After consummation of the Merger transaction, Banc One Arizona will
continue its historical business in a substantially unchanged manner.

4. The management of Capital knows of no plan or intention by the stockholders
of Capital who own 5% or more of the Capital Common Stock or on the part of
the remaining stockholders of Capital to sell or otherwise dispose of a
number of shares of Banc One Common Stock to be received in the Merger
transaction that would reduce the Capital stockholders' ownership of Banc
One Common Stock to a number of shares having a value as of the date of the
Merger, of less than fifty (50) percent of the value of the formerly
outstanding Capital Common Stock as of the same date. For purposes of this
representation, shares of Capital Common Stock exchanged for cash or other
property, surrendered by dissenters or exchanged for cash in lieu of
fractional shares of Banc One Common Stock will be treated as outstanding
Capital Common Stock on the date of the transaction. Moreover, shares of
Capital Common Stock and shares of Banc One Common Stock held by Capital
stockholders and otherwise sold, redeemed, or disposed of prior or
subsequent to the merger transaction will be considered in making this
representation.

5. Banc One Arizona will acquire at least 90% of the fair market value of the
net assets and at least 70% of the fair market value of the gross assets
held by Capital immediately prior to the Effective Date of the Merger. For
purposes of this representation, amounts paid by Capital to dissenters,
amounts paid by Capital to stockholders who receive cash or other property,
Capital assets used to pay its reorganization expenses, and all redemptions
and other distributions (except for regular, normal dividends) made by
Capital immediately preceding the transfer, will be included as assets of
Capital held immediately prior to the transaction.

6. Prior to the transaction, Banc One will be in control of Banc One Arizona
within the meaning of Section 268(c) of the Internal Revenue Code.

7. Following the transaction, Banc One Arizona will not issue additional
shares of its stock that would result in Banc One losing control of Banc
One Arizona within the meaning of Section 368(c) of the Code.

8. Banc One has no plan or intention to reacquire any of its stock issued in
this transaction.

9. Banc One has no plan or intention to liquidate Banc One Arizona, to merge
Banc One Arizona with and into another corporation, to sell or otherwise
dispose of the stock of Banc One Arizona or to cause Banc One Arizona to
sell or otherwise dispose of any of the assets of Capital acquired in the
transaction, except for dispositions made in the ordinary course of
business or transfers described in Section 368(a)(2)(c) of the Code.

10. The liabilities of Capital assumed by Banc One Arizona and the liabilities
to which the transferred assets of Capital are subject were incurred by
Capital in the ordinary course of its business.

11. Following the transaction, Banc One Arizona will continue the historic
business of Capital or use a significant portion of Capital's historical
business assets in its business.

12. Each Party to the Agreement will pay its own expenses incurred in
connection with the Merger including the cost of soliciting proxies for the
Capital Special Meeting. Printing costs and expenses incurred in
connection with the Proxy Statement/Prospectus and the associated Banc One
Registration Statement to be filed with the Securities and Exchange
Commission of which the Proxy Statement/Prospectus forms a part will be
paid by Banc One and/or Banc One Arizona.

If the Merger is not consummated for any reason, except if one Party
breaches the agreement, Banc One and Capital each agree to pay the expenses
arising from the negotiation and preparation of, and filings and
solicitations with respect to the Agreement and the transactions
contemplated by such Agreement as follows: Each party will pay its own
expenses, except that Banc One will pay the costs of printing the proxy
material.

13. There is no intercorporate indebtedness existing between Banc One and
Capital or between Banc One Arizona and Capital that was issued, acquired,
or will be settled at a discount.

14. No two parties to the transaction are investment companies as defined in
Section 368(a)(2)(F)(iii) and (iv) of the Code.

15. Capital, Banc One or Banc One Arizona is not under the jurisdiction of a
court in a Title 11 or similar case within the meaning of Section
368(a)(3)(A) of the Code.

16. The fair market value of the assets of Capital transferred to Banc One
Arizona will equal or exceed the sum of the liabilities assumed by Banc One
Arizona, plus the amount of liabilities, if any, to which the transferred
assets are subject.

17. No stock of Banc One Arizona will be issued in the transaction.

18. None of the compensation received by any stockholder-employee of Capital
will be separate consideration for, or allocable to, any of their shares of
Capital stock; none of the shares of Banc One stock received by any
stockholder-employee will be separate consideration for, or allocable to,
any employment agreement; and the compensation paid to any stockholder-
employee will be for services actually rendered and will be commensurate
with amounts paid to third parties bargaining at arm's-length for similar
services.

Based solely on the information submitted and on the representations set forth
above our opinion is as follows:

1. Provided the proposed merger of Capital with and into Banc One Arizona
qualifies under Utah and Arizona law, the acquisition by Banc One Arizona
of substantially all of the assets of Capital solely in exchange for Banc
One Common Stock and the assumption by Banc One Arizona of the liabilities,
will qualify as a reorganization under the provisions of Sections
368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code. For purposes
of this opinion, "substantially all" means at least 90% of the fair market
value of the net assets and at least 70% of the fair market value of the
gross assets of Capital held immediately prior to the proposed
transaction. Capital, Banc One and Banc One Arizona will each be "a party
to a reorganization" within the meaning of Section 368(b).

2. No gain or loss will be recognized by Capital upon the transfer of
substantially all of its assets to Banc One Arizona in exchange for Banc
One Common Stock and the assumption of Capital's liabilities by Banc One
Arizona (Sections 361 and 357(a)).

3. No gain or loss will be recognized by either Banc One or Banc One Arizona
upon the acquisition by Banc One Arizona of substantially all of the assets
of Capital in exchange for Banc One's Common Stock and the assumption of
Capital's liabilities (Rev. Rul. 57-278, 1957-1 C.B. 124).

4. The federal income tax basis of the assets of Capital acquired by Banc One
Arizona will be the same in the hands of Banc One Arizona as the basis of
such assets in the hands of Capital immediately prior to the exchange
(Section 362(b)).

5. The basis of the Banc One Arizona Common Stock in the hands of Banc One
will be increased by an amount equal to the basis of the Capital assets in
the hands of Banc One Arizona and decreased by the sum of the amount of the
liabilities of Capital assumed by Banc One Arizona and the amount of
liabilities to which the assets of Capital are subject.

6. The holding period of the assets of Capital received by Capital will, in
each instance, include the period for which such assets were held by
Capital (Section 1223(2)).

7. No gain or loss will be recognized to the stockholders of Capital upon the
exchange of Capital stock solely for Banc One Common Stock (Section
354(a)(1).

8. The basis of the Banc One Common Stock received by the stockholders of
Capital will be the same as the basis of the Capital stock surrendered in
exchange therefor (Section 358(a)(1)).

9. The holding period of the Banc One Common Stock received by the
stockholders of Capital will include the period during which Capital stock
surrendered therefor was held, provided the stock of Capital is a capital
asset in the hands of the stockholders of Capital on the date of the
exchange (Section 1223(1)).

10. As provided by Section 381(c)(2) of the Code and Section 1.381(c)(2)-1 of
the Income Tax Regulations, Banc One Arizona will succeed to and take into
account the earnings and profits, or deficit in earnings and profits, of
Capital as of the date of transfer. Any deficit in the earnings and
profits of Capital or Banc One Arizona will be used only to offset the
earnings and profits accumulated after the date of transfer.

11. Where a dissenting Capital stockholder receives cash in exchange for his or
her stock, such cash will be treated as having been received by the
stockholder as a distribution in redemption of his or her stock subject to
the provisions and limitations of Section 302 of the Code. Rev. Rul.
74-515, 1974-2 C.B. 118.

No opinion in expressed about the tax treatment of the Merger transaction under
other provisions of the Code and regulations or about the federal income tax or
state income tax treatment of any conditions existing at the time of, or other
tax consequences resulting from the Merger transaction that are not
specifically covered above.

No opinion is expressed herein with regard to the tax treatment of the merger
of Capital City Bank into Bank One, Utah, N.A.

This opinion is addressed only to you and concerns only the transaction
described above. This opinion may be relied upon only by Capital, Banc One,
Banc One Arizona and the stockholders of Capital.

We consent to the inclusion of this opinion in the Registration Statement (Form
S-4) of Banc One relating to the Merger and to the reference to our firm under
the caption "Legal Matters" in the Prospectus/Proxy Statement which is part of
the Registration Statement.

Very truly yours,

GERRISH & McCREARY, P.C.

GERRISH & MCCREARY, P.C.

GERRISH & McCREARY, P.C.
Attorneys
700 Colonial Road, Suite 200
Memphis, Tennessee 38117
P.O. Box 242120
Memphis, Tennessee 38124-2120
Telephone: (901) 767-0900
Telecopier: (901) 684-2339

March 25, 1994

Shareholders of Capital City Bank

Capital Bancorp
2200 South State Street
Salt Lake, Utah 84115

Banc One Corporation
100 East Broad Street
Columbus, Ohio 43271-0152

Ladies and Gentlemen:

You have requested our opinion as to certain federal income tax
consequences resulting from the merger of Capital City Bank with
and into Bank One Utah (the "Bank Merger") which will follow the
merger of Capital Bancorp ("Capital") with and into Banc One
Arizona Corporation ("Banc One Arizona") all as set forth and more
fully described in the Agreement and Plan of Merger between Capital
and Banc One Arizona and joined in by Banc One Corporation ("Banc
One"), dated September 17, 1993 (the "Agreement") including the
exhibits attached thereto. This opinion is in addition to the
opinion issued by this firm dated February 11, 1994 with regard to
tax consequences related to the merger of Capital and Banc One
Arizona, which opinion is not amended or modified hereby in any
way.

We have acted as special counsel to Capital with respect to the
merger of Capital into Banc One Arizona (the "Holding Company
Merger"). In this capacity, we have examined the Agreement and the
Registration Statement (Form S-4) pursuant to which Banc One is
issuing additional shares of its common stock, without par value,
to the stockholders of Capital pursuant to the merger of Capital
with and into Banc One Arizona. All capitalized terms used herein
shall, except where the contest indicates otherwise, be deemed to
have the meanings assigned to such terms in the Registration
Statement and the Agreement. The Bank Merger which is the subject
of this opinion is specifically described in the Bank Merger
Agreement attached to the Agreement as Exhibit B.

Banc One is a registered holding company organized and existing
under the laws of the State of Ohio. Banc One has authorized
capital stock consisting of 635,000,000 shares consisting of
600,000,000 shares of common stock without par value ("Banc One
Common Stock") of which 341,965,620 shares were issued and
outstanding at September 17, 1993 and 35,000,000 shares of
preferred stock of which 5,000,000 were issued and outstanding as
of such date. Up to 4,405,854 shares of Banc One Common Stock are
subject to options. It is anticipated that not more than
approximately 353,461 shares of Banc One Common Stock will be
issued pursuant to the Holding Company Merger. In addition, it is
anticipated that not more than approximately 80,389 shares of Banc
One Common Stock will be issued in connection with the Merger of
Capital City Bank with and into Bank One, Utah, N.A. (the "Bank
Merger").

Capital is a bank holding company duly organized and existing under
the laws of the State of Utah and has authorized capital stock
consisting of 200,000 shares of common stock, par value $10.00 per
share ("Capital Common Stock"), of which 150,345 shares are issued
and outstanding and 2,805 of which are shares of treasury stock
owned by Capital.

Banc One Arizona is an Arizona corporation duly organized and
existing under the laws of the State of Arizona. Banc One owns
100% of the outstanding shares of stock of Banc One Arizona.

Bank One, Utah, N.A. is a national banking association organized
and existing under the laws of the United States and has authorized
capital stock consisting of 870,919 shares of common stock, par
value of $35.00 per share ("Bank One Utah Common Stock"). All of
the issued and outstanding Bank One Utah Common Stock is owned by
Banc One Arizona.

Capital City Bank is a state bank organized and existing under the
laws of Utah and has authorized capital stock consisting of 200,000
shares of common stock having a par value of $10.00 per share ("CCB
Common") and 50,000 shares of non-voting, non-cumulative preferred
stock with a par value of $50.00 per share. As of the date hereof
there were 132,850 shares of CCB Common issued and outstanding and
24,000 of CCB Preferred issued and outstanding. Capital Bancorp
and certain minority shareholders own the shares of CCB Common.
Certain options to buy CCB Common are outstanding and will likely
to exercised prior to the Bank Merger. All outstanding Preferred
Stock will be redeemed prior to the Bank Merger.

Other than noted above, there are no outstanding securities or
obligations which are convertible into shares of stock or options,
warrants, rights, calls or any other commitments of any nature
relating to the unissued shares of Banc One, Capital, Banc One
Arizona, Capital City Bank or Bank One Utah.

Pursuant to the Agreement at the Effective Date of the Merger, the
following transactions will be consummated:

1. Capital shall merge with and into Banc One Arizona as set
forth in the Agreement.

2. Immediately following the merger of Banc One Arizona and
Capital, the Bank Merger will occur, which will result in the
870,919 shares of Bank One Utah Common Stock to continue to be
held by Banc One Arizona (the "Continuing Bank") and each of
the 114,768 shares of CCB Common which shall be owned by
Capital or Banc One Arizona immediately prior to the Bank
Merger shall be cancelled and shall not represent or continue
as capital stock of the Continuing Bank and shall not be
exchanged for shares of Banc One Common. All of the shares of
CCB Common held by Capital City Bank as treasury shares
immediately prior to the Bank Merger shall be cancelled and
shall not represent capital stock of the Continuing Bank and
shall not be exchanged for shares of Banc One Common.

Each of the 25,999 shares of CCB Common that shall be issued and
outstanding immediately prior to the Effective Time and which is
held by a shareholder other than Capital or Banc One Arizona
(hereinafter, the "CCB Minority Shares") and which shall include
not only the 18,082 shares of CCB Common owned by minority
shareholders of CCB but also the 7,917 shares of CCB Common which
are acquired by a minority shareholder and received upon the
exercise of the CCB options prior to the Bank Merger shall be
cancelled and shall not represent or continue as capital stock of
the Continuing Bank, and at the Effective Time and without further
action shall be converted into shares of Banc One Common at the
Bank Exchange Rate which shall be calculated as set forth in the
Bank Merger Agreement.

This option is conditioned on certain assumptions and
representations being made by the management of Banc One, Banc One
Arizona and Capital in connection with the merger transaction at or
before closing which are set forth in our February 11, 1994 opinion
and are also relied on herein.

Based solely on the information submitted and on the
representations set forth above, it is held as follows:

1. Shareholders holding CCB Minority Shares who receive Banc One
Common in exchange for their Capital City Bank Stock as a
result of the Bank Merger will be treated as if he or she had
sold such Capital City Bank Stock in a taxable transaction and
as a result such shareholders will recognize a taxable gain or
a taxable loss for federal income tax purposes. Such
shareholder's gain or loss will be determined by the fair
market value of the Banc One Common as of the date of the Bank
Merger less such shareholder's cost or tax basis in the
Capital City Bank Stock.

2. When a holder of CCB Minority Shares receives a cash payment
in lieu of a fractional share, such cash payment will also be
treated as a sale of such fractional share and taxable gain or
loss will be recognized in an amount determined in the same
manner as set forth in Paragraph 1, above.

No opinion is expressed concerning any other federal income tax
consequences resulting from the Merger transaction under other
provisions of the Code or Treasury Regulations or concerning any
state income tax treatment resulting from the Merger transaction.

This opinion is addressed only to you and concerns only the
transaction described above. This opinion may be relied upon only
by Capital, Banc One, Banc One Arizona, Capital City Bank and Bank
One Utah and the stockholders of Capital City Bank.

We consent to the inclusion of this opinion in the Registration
Statement (Form S-4) of Banc One relating to the Merger and to the
reference to our firm under the caption "Legal Matters" in the
Prospectus/Proxy Statement which is part of the Registration
Statement.

Very truly yours,

GERRISH & McCREARY, P.C.

EXHIBIT B
Utah Code Annotated

Part 13
DISSENTERS' RIGHTS

16-10a-1301. Definitions.

For purposes of Part 13:

(1) "Beneficial shareholder" means the person who is a beneficial owner of
shares held in a voting trust or by a nominee as the record shareholder.

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

(3) "Dissenter" means a shareholder who is entitled to dissent from corporate
action under Section 16-10a-1302 and who exercises that right when and in
the manner required by Sections 16-10a-1320 through 16-10a-1328.

(4) "Fair Value" with respect to a dissenter's shares, means the value of the
shares immediately before the effectuation of the corporate action to which
the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action.

(5) "Interest" means interest from the effective date of the corporate action
until the date of payment, at the statutory rate set forth in Section
15-1-1, compounded annually.

(6) "Record shareholder" means the person in whose name shares are registered
in the records of a corporation or the beneficial owner of shares that are
registered in the name of a nominee to the extent the beneficial owner is
recognized by the corporation as the shareholder as provided in Section
16-10a-723.

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

16-10a-1302. Rights to dissent.

(1) A shareholder, whether or not entitled to vote, is entitled to dissent
from, and obtain payment of the fair value of shares held by him in the
event of, any of the following corporate actions:

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

(i) shareholder approval is required for the merger by Section
16-10a-1103 or the articles of incorporation; or

(ii) the corporation is a subsidiary that is merged with its parent
under Section 16-10a-1104;

(b) consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired;

(c) consummation of a sale, lease, exchange, or other disposition of all,
or substantially all, of the property of the corporation for which a
shareholder vote is required under Subsection 16-10a-1202(1), but not
including a sale for cash pursuant to a plan by which all or
substantially all of the net proceeds of the sale will be distributed
to the shareholders within one year after the date of sale; and

(d) consummation of a sale, lease, exchange, or other disposition of all,
or substantially all, of the property of an entity controlled by the
corporation if the shareholders of the corporation were entitled to
vote upon the consent of the corporation to the disposition pursuant
to Subsection 16-10a-1202(2).

(2) A shareholder is entitled to dissent and obtain payment of the fair value
of his shares in the event of any other corporate action to the extent the
articles of incorporation, bylaws, or a resolution of the board of
directors so provides.

(3) Notwithstanding the other provisions of this part, except to the extent
otherwise provided in the articles of incorporation, bylaws, or a
resolution of the board of directors, and subject to the limitations set
forth in Subsection (4), a shareholder is not entitled to dissent and
obtain payment under Subsection (1) of the fair value of the shares of any
class or series of shares which either were listed on a national securities
exchange registered under the federal Securities Exchange Act of 1934, as
amended, or on the National Market System of the National Association of
Securities Dealers Automated Quotation System, or were held of record by
more than 2,000 shareholders, at the time of:

(a) the record date fixed under Section 16-10a-707 to determine the
shareholders entitled to receive notice of the shareholders' meeting
at which the corporate action is submitted to a vote;

(b) the record date fixed under Section 16-10a-704 to determine
shareholders entitled to sign writings consenting to the proposed
corporate action; or

(c) the effective date of the corporate action if the corporate action is
authorized other than by a vote of shareholders.

(4) The limitation set forth in Subsection (3) does not apply if the
shareholder will receive for his shares, pursuant to the corporate action,
anything except:

(a) shares of the corporation surviving the consummation of the plan of
merger or share exchange;

(b) shares of a corporation which at the effective date of the plan of
merger or share exchange either will be listed on a national
securities exchange registered under the federal Securities Exchange
Act of 1934, as amended, or on the National Market System of the
National Association of Securities Dealers Automated Quotation System,
or will beheld of record by more than 2,000 shareholders;

(d) any combination of the shares described in Subsection (4), or cash in
lieu of fractional shares.

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

16-10a-1303. Dissent by nominees and beneficial owners.

(1) A record shareholder may assert dissenters' rights as to fewer than all the
shares registered in his name only if the shareholder dissents with respect
to all shares beneficially owned by any one person and causes the
corporation to receive written notice which states the dissent and the name
and address of each person on whose behalf dissenters' rights are being
asserted. The rights of a partial dissenter under this subsection are
determined as if the shares as to which the shareholder dissents and the
other shares held of record by him were registered in the names of
different shareholders.

(2) A beneficial shareholder may assert dissenters' rights as to shares held on
his behalf only if:

(a) the beneficial shareholder causes the corporation to receive the
record shareholder's written consent to the dissent not later than the
time the beneficial shareholder asserts dissenters' rights; and

(b) the beneficial shareholder dissents with respect to all shares of
which he is the beneficial shareholder.

(3) The corporation may require that, when a record shareholder dissents with
respect to the shares held by any one or more beneficial shareholders, each
beneficial shareholder must certify to the corporation that both he and the
record shareholders of all shares owned beneficially by him have asserted,
or will timely assert, dissenters' rights as to all the shares unlimited on
the ability to exercise dissenters' rights. The certification requirement
must be stated in the dissenters' notice given pursuant to Section
16-10a-1322.

16-10a-1320. Notice of dissenters' rights.

(1) If a proposed corporate action creating dissenters' rights under Section
16-10a-1302 is submitted to a vote at a shareholders' meeting, the meeting
notice must be sent to all shareholders of the corporation as of the
applicable record date, whether or not they are entitled to vote at the
meeting. The notice shall state that shareholders are or may be entitled
to assert dissenters' rights under this part. The notice must be
accompanied by a copy of this part and the materials, if any that under
this chapter are required to be given the shareholders entitled to vote on
the proposed action at the meeting. Failure to give notice as required by
this subsection does not affect any action taken at the shareholders'
meeting for which the notice was to have been given.

(2) If a proposed corporate action creating dissenters' rights under Section
16-10a-1302 is authorized without a meeting of shareholders pursuant to
Section 16-10a-704, any written or oral solicitation of a shareholder to
execute a written consent to the action contemplated by Section 16-10a-704
must be accompanied or preceded by a written notice stating that
shareholders are or may be entitled to assert dissenters' rights under this
part, by a copy of this part, and by the materials, if any, that under this
chapter would have been required to be given to shareholders entitled to
vote on the proposed action if the proposed action were submitted to a vote
at a shareholders' meeting. Failure to give written notice as provided by
this subsection does not affect any action taken pursuant to Section
16-10a-704 for which the notice was to have been given.

16-10a-1321. Demand for payment--Eligibility and notice of intent.

(1) If a proposed corporate action creating dissenters' rights under Section
16-10a-1302 is submitted to a vote at a shareholders' meeting, a
shareholder who wishes to assert dissenters' rights:

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

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

(2) If a proposed corporate action creating dissenters' rights under Section
16-10a-1302 is authorized without a meeting of shareholders pursuant to
Section 16-10a-704, a shareholder who wishes to assert dissenters' rights
may not execute a writing consenting to the proposed corporate action.

(3) In order to be entitled to payment for shares under this part, unless
otherwise provided in the articles of incorporation, bylaws, or a
resolution adopted by the board of directors, a shareholder must have been
a shareholder with respect to the shares for which payment is demanded as
of the date the proposed corporate action creating dissenters' rights under
Section 16-10a-1302 is approved by the shareholders, if shareholder
approval is required, or as of the effective date of the corporate action
if the corporate action is authorized other than by a vote of shareholders.

(4) A shareholder who does not satisfy the requirements of Subsections (1)
through (3) is not entitled to payment for shares under this part.

16-10a-1322. Dissenters' notice.

(1) If proposed corporate action creating dissenters' rights under Section
16-10a-1302 is authorized, the corporation shall give a written dissenters'
notice to all shareholders who are entitled to demand payment for their
shares under this part.

(2) The dissenters' notice required by Subsection (1) must be sent no later
than ten days after the effective date of the corporate action creating
dissenters' rights under Section 16-10a-1302, and shall:

(a) state that the corporate action was authorized and the effective date
or proposed effective date of the corporate action;

(b) state an address at which the corporation will receive payment demands
and an address at which certificates for certified shares must be
deposits;

(c) inform holders of uncertified shares to what extent transfer of the
shares will be restricted after the payment demand is received;

(d) supply a form for demanding payment, which form requests a dissenter
to state an address to which payment is to be made;

(e) set a date by which the corporation must receive the payment demand
and by which certificates for certificated shares must be deposited at
the address indicated in the dissenters' notice, which dates may not
be fewer than 30 nor more than 70 days after the date the dissenters'
notice required by Subsection (1) is given;

(f) state the requirement contemplated by Subsection 16-10a-1303(3), if
the requirement is imposed; and

(g) be accompanied by a copy of this part.

16-10a-1323. Procedure to demand payment.

(1) A shareholder who is given a dissenters' notice described in Section
16-10a-1322, who meets the requirements of Section 16-10a-1321, and wishes
to assert dissenters' rights must, in accordance with the terms of the
dissenters' notice:

(a) cause the corporation to receive a payment demand, which may be the
payment demand form contemplated in Subsection 16-10a-1322(2)(d), duly
completed, or may be stated in another writing.

(b) deposit certificates for his certificated shares in accordance with
the terms of the dissenters' notice; and

(c) if required by the corporation in the dissenters' notice described in
Section 16-10a-1322, as contemplated by Section 16-10a-1327, certify
in writing, in or with the payment demand, whether or not he or the
person on whose behalf he asserts dissenters' rights acquired
beneficial ownership of the shares before the date of the first
announcement to news media or to shareholders of the terms of the
proposed corporate action creating dissenters' rights under Section
16-10a-1302.

(2) A shareholder who demands payment in accordance with Subsection (1) retains
all rights of a shareholder except the right to transfer the shares until
the effective date of the proposed corporate action giving rise to the
exercise of dissenters' rights and has only the right to receive payment
for the shares after the effective date of the corporate action.

(3) A shareholder who does not demand payment and deposit share certificates as
required, by the date or dates set in the dissenters' notice, is not
entitled to payment for shares under this part.

16-10a-1324. Uncertificated shares.

(1) Upon receipt of a demand for payment under Section 16-10a-1323 from a
shareholder holding uncertificated shares, and in lieu of the deposit of
certificates representing the shares, the corporation may restrict the
transfer of the shares until the proposed corporate action is taken or the
restrictions are released under Section 16-10a-1326.

(2) In all other respects, the provisions of Section 16-10a-1323 apply to
shareholders who own uncertified shares.

16-10a-1325. Payment.

(1) Except as provided in Section 16-10a-1327, upon the later of the effective
date of the corporate action creating dissenters' rights under Section
16-10a-1302, and receipt by the corporation of each payment demand pursuant
to Section 16-10a-1323, the corporation shall pay the amount the
corporation estimates to be the fair value of the dissenter's shares, plus
interest to each dissenter who has complied with Section 16-10a-1323, and
who meets the requirements of Section 16-10a-1321, and who has not yet
received payment.

(2) Each payment made pursuant to Subsection (1) must be accompanied by:

(a) (i) (A) the corporation's balance sheet as of the end of its most
recent fiscal year, or if not available, a fiscal year
ending not more than 16 months before the date of payment;

(B) an income state for that year;

(C) a statement of changes in shareholders' equity for that
year and a statement of cash flow for that year, if the
corporation customarily provides such statements to
shareholders; and

(D) the latest available interim financial statements, if any;

(ii) the balance sheet and statements referred to in Subsection (i)
must be audited if the corporation customarily provides audited
financial statements to shareholders;

(b) a statement of the corporation's estimate of the fair value of the
shares and the amount of interest payable with respect to the shares;

(d) a copy of this part.

16-10a-1326. Failure to take action.

(1) If the effective date of the corporate action creating dissenters' rights
under Section 16-10a-1302 does not occur within 60 days after the date set
by the corporation as the date by which the corporation must receive
payment demands as provided in Section 16-10a-1322, the corporation shall
return all deposits certificates and release the transfer restrictions
imposed on uncertificated shares, and all shareholders who submitted a
demand for payment pursuant to Section 16-10a-1323 shall thereafter have
all rights of a shareholder as if no demand for payment had been made.

(2) If the effective date of the corporate action creating dissenters' rights
under Section 16-10a-1302 occurs more than 60 days after the date set by
the corporation as the date by which the corporation must receive payment
demands as provided in Section 16-10a-1322, then the corporation shall send
a new dissenters' notice, as provided in Section 16-10a-1322, and the
provisions of Sections 16-10a-1323 through 16-10a-1328 shall again be
applicable.

16-10a-1327. Special provisions relating to shares acquired after announcement
of proposed corporate action.

(1) A corporation may, with the dissenters' notice given pursuant to Section
16-10a-1322, state the date of the first announcement to news media or to
shareholders of the terms of the proposed corporate action creating
dissenters' rights under Section 16-10a-1302 and state that a shareholder
who asserts dissenters' rights must certify in writing, in or with the
payment demand, whether or not he or the person on whose behalf he asserts
dissenters' rights acquired beneficial ownership of the shares before that
date. With respect to any dissenter who does not certify in writing, in or
with the payment demand that he or the person on whose behalf the
dissenters' rights are being asserted, acquired beneficial ownership of the
shares before that date, the corporation may, in lieu of making the payment
provided in Section 16-10a-1325, offer to make payment if the dissenter
agrees to accept it in full satisfaction of his demand.

(2) An offer to make payment Subsection (1) shall include or be accompanied by
the information required by Subsection 16-10a-1325(2).

16-10a-1328. Procedure if shareholder dissatisfied with payment or offer.

(1) A dissenter who has not accepted an offer made by a corporation under
Section 16-10a-1327 may notify the corporation in writing of his own
estimate of the fair value of his shares and demand payment of the
estimated amount, plus interest, less any payment made under Section
16-10a-1325; if:

(a) the dissenter believes that the amount paid under Section 16-10a-1325
or offered under Section 16-10a-1327 is less than the fair value of
the shares;

(b) the corporation fails to make payment under Section 16-10a-1325 within
60 days after the date set by the corporation as the date by which it
must receive the payment demand; or

(c) the corporation, having failed to take the proposed corporate action
creating dissenters' rights, does not return the deposited
certificates or release the transfer restrictions imposed on
uncertificated shares as required by Section 16-10a-1326.

(2) A dissenter waives the right to demand payment under this section unless he
causes the corporation to receive the notice required by Subsection (1)
within 30 days after the corporation made or offered payment for his shares.

16-10a-1330. Judicial appraisal of shares -- Court action.

(1) If a demand for payment under Section 16-10a-1328 remains unresolved, the
corporation shall commence a proceeding within 60 days after receiving the
payment demand contemplated by Section 16-10a-1328, and petition the court
to determine the fair value of the shares and the amount of interest. If
the corporation does not commence the proceeding within the 60-day period,
it shall pay each dissenter whose demand remains unresolved the amount
demanded.

(2) The corporation shall commence the proceeding described in Subsection (1)
in the district court of the county in this state where the corporation's
principal office, or if it has no principal office in this state, the
county where its registered office is located. If the corporation is a
foreign corporation without a registered office in this state, it shall
commence the proceeding in the county in this state where the registered
office of the domestic corporation merged with, or whose shares were
acquired by, the foreign corporation was located.

(3) The corporation shall make all dissenters who have satisfied the
requirements of Sections 16-10a-1321, 16-10a-1323, and 16-10a-1328, whether
or not they are residents of this state whose demands remain unresolved,
parties to the proceeding commenced under Subsection (2) as an action
against their shares. All such dissenters who are named as parties must be
served with a copy of the petition. Service on each dissenter may be by
registered or certified mail to the address stated in his payment demand
made pursuant to Section 16-10a-1328. If no address is stated in the
payment demand, service may be made at the address stated in the payment
demand given pursuant to Section 16-10a-1323. If no address is stated in
the payment demand, service may be made at the address shown on the
corporation's current record of shareholders for the record shareholder
holding the dissenter's shares. Service may also be made otherwise as
provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced under
Subsection (2) is plenary and exclusive. The court may appoint one or more
persons as appraisers to receive evidence and recommend decision on the
question of fair value. The appraisers have the powers described in the
order appoint them, or in any amendment to it. The dissenters are entitled
to the same discovery rights as parties in other civil proceedings.

(5) Each dissenter made a party to the proceeding commenced under Subsection
(2) is entitled to judgment:

(a) for the amount, if any, by which the court finds that the fair value
of his shares, plus interest, exceeds the amount paid by the
corporation pursuant to Section 16-10a-1325; or

(b) for the fair value, plus interest, of the dissenter's after-acquired
shares for which the corporation elected to withhold payment under
Section 16-10a-1327.

16-10a-1331. Court costs and counsel fees.

(1) The court in an appraisal proceeding commenced under Section 16-10a-1330
shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The court
shall assess the costs against the corporation, except that the court may
assess costs against all or some of the dissenters, in amounts the court
finds equitable, to the extent the court finds that the dissenters acted
arbitrarily, vexatiously, or not in good faith in demanding payment under
Section 16-10a-1328.

(2) The court may also assess the fees and expenses of counsel and experts for
the respective parties, in amounts the court finds equitable:

(a) against the corporation and in favor of any or all dissenters if the
court finds the corporation did not substantially comply with the
requirements of Section 16-10a-1320 through 16-10a-1328; or

(b) against either the corporation or one or more dissenters, in favor of
any other party, if the court finds that the party against whom the
fees and expenses are assessed acted arbitrarily, vexatiously, or not
in good faith with respect to the rights provided by this part.

(3) If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, and that the
fees for those services should not be assessed against the corporation, the
court may award to those counsel reasonable fees to be paid out of the
amounts awarded the dissenters who were benefited.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Officers and Directors.

Section 1701.13(E) of the Ohio General Corporation Law sets forth provisions
which define the extent to which a corporation may indemnify directors,
officers, and employees. Those provisions have been adopted by the Registrant
in Article V of Registrant's Code of Rights. Article V provides for the
indemnification or the purchase of insurance for the benefit of the directors,
officers, employees and agents of the Registrant in the event such persons are
subject to legal action as a result of actions in their capacities as
directors, officers, employees or agents of the Registrant. Registrant has
entered into indemnification agreements with its directors and executive
officers that provide for indemnification unless the indemnitee's conduct is
finally adjudged by a court to be knowingly fraudulent, deliberately dishonest
or willful misconduct. Registrant indemnifies other officers, employees or
agents provided such persons acted in good faith and in a manner which they
reasonably believed to be in or not opposed to the best interest of the
Registrant or, with respect to criminal actions, had no reason to believe was
unlawful.

Item 21. Exhibits and Financial Statement Schedules.

The following exhibits are filed herewith except those indicated which have
been filed previously as shown below and which are incorporated herein by
reference.

2.1 Merger Agreement dated September 17, 1993, by and among CAPITAL BANCORP,
Banc One Arizona Corporation and BANC ONE CORPORATION, as amended,
including the Bank Merger Agreement dated December 14, 1993, by and among
Bank One, Utah, N.A. and Capital City Bank.

2.3 Form of Proxies to be used by CAPITAL BANCORP and Capital City Bank

3.1 Amended Articles of Incorporation of the Registrant (incorporated by
reference from Exhibit 3-1 of the Annual Report of the Registrant on
Form 10-K for the year ended December 31, 1991.)

3.2 Code of Regulations of the Registrant (incorporated by reference from
Exhibit 3-2 of the Annual Report of the Registrant on Form 10-K for the
year ended December 31, 1991).

4.1 Form of Common Stock Certificate of the Registrant (incorporated by
reference from Exhibit 4.1 to the Annual Report of the Registrant on
Form 10-K for the year ended December 31, 1989).

5 Opinion of Roman J. Gerber, General Counsel for BANC ONE CORPORATION,
regarding the legality of securities being offered, including consent.

8 Opinion s of Gerrish & McCreary, P.C. regarding the Federal
income tax consequences of the Merger and Consolidation ,
including consent.

23 Consents of Coopers & Lybrand and KPMG Peat Marwick

25 Power of attorney is included elsewhere in Part II of this Registration
Statement.

Item 22. Undertakings.

(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(b) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use
of a prospectus which is a part of this Registration Statement, by any
person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form
with respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other Items of the
applicable form.

(c) The Registrant hereby undertakes that every prospectus (i) that is filed
pursuant to paragraph (a) above, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a
part of an amendment to the Registration Statement and will not be used
until such amendment has become effective, and that for the purpose of
determining liabilities under the Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

(e) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business
day of receipt of such request, and to send the incorporated documents by
first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date
of the registration statement through the date of responding to the
request.

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

(g) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement:

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio,
on March 28, 1994.

BANC ONE CORPORATION

By: ROMAN J. GERBER
Roman J. Gerber
Executive Vice President

POWER OF ATTORNEY

We, the undersigned officers and directors of BANC ONE CORPORATION, hereby
severally constitute and appoint Roman J. Gerber, George R. L. Meiling and
William C. Leiter, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for us and in our stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing necessary or advisable to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

WITNESS our hands and common seal on the dates set forth below.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

Signature Title Date

* Chairman of the Board
John B. McCoy (Principal Executive Officer
& Director)

* President and Director
Donald L. McWhorter

* Senior Vice President
Frederick L. Cullen (Principal Financial Officer)

* Controller (Principal
William C. Leiter Accounting Officer)

* Director
Charles E. Exley

* Director
E. Gordon Gee

* Director
John R. Hall

* Director
Laban P. Jackson, Jr.

* Director
John G. McCoy

* Director
Rene C. McPherson

* Director
Thekla R. Shackelford

*
Alex Shumate Director

* Director
Frederick P. Stratton, Jr.

Director
Romeo J. Ventres

* Director
Robert D. Walter

* By: ROMAN J. GERBER
Roman J. Gerber
Attorney-in-Fact

EXHIBIT INDEX

Exhibit 2.1 Merger Agreement dated September 17, 1993, by and among CAPITAL
BANCORP, Banc One Arizona Corporation and BANC ONE CORPORATION,
as amended, including the Bank Merger Agreement dated December 14,
1993, by and among Bank One, Utah, N.A. and Capital City Bank.

Exhibit 2.3 Form of Proxies to be used by CAPITAL BANCORP and Capital City Bank

Exhibit 5 Opinion of Roman J. Gerber, General Counsel for BANC ONE
CORPORATION, regarding the legality of securities being offered,
including consent.

Exhibit 8 Opinion s of Gerrish & McCreary, P.C. regarding the Federal
income tax consequences of the Merger and Consolidation ,
including consent.

Exhibit 23 Consents of Coopers & Lybrand and KPMG Peat Marwick