FOURTH FINANCIAL CORP, 10-Q, 1994-08-11

FOURTH FINANCIAL CORP
10-Q, 1994-08-11
NATIONAL COMMERCIAL BANKS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
(Mark One)
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For quarter ended June 30, 1994
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)

For the transition period from _______________ to _________________

Commission File number 0-4170

Fourth Financial Corporation
(Exact name of Registrant as specified in its charter)

Kansas 48-0761683
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

100 North Broadway
Wichita, Kansas 67202
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (316) 292-5339

Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No ____

There were 26,857,064 shares of common stock, par value $5 per share, of
the registrant outstanding as of July 29, 1994.

TABLE OF CONTENTS

PART I

Item in
Form 10-Q Page
- --------- -----

1. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 3

2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . . . . . 15

PART II

1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . .

5. Other Information . . . . . . . . . . . . . . . . . . . . . . . .

6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . .

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART I

Item 1. Financial Statements.

Set forth below are the consolidated financial statements of Fourth
Financial Corporation.

Consolidated Statements of Condition as of June 30, 1994, December 31,
1993 and June 30, 1993

Consolidated Statements of Income for the three-month and six-month
periods ended June 30, 1994 and 1993

Consolidated Statements of Changes in Stockholders' Equity for the
six-month periods ended June 30, 1994 and 1993

Consolidated Statements of Cash Flows for the six-month periods ended
June 30, 1994 and 1993

Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
FOURTH FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CONDITION
(Unaudited)

June 30, December 31, June 30,
1994 1993 1993
---------- ------------ -----------
(Dollars in thousands)
<S> <C> <C> <C>
Assets:
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . $ 391,918 $ 320,660 $ 307,872
Interest-bearing deposits in other financial institutions . . . . . 1,829 3,025 5,371
Investment securities (Market value-$3,217,704, $2,964,525,
and $3,386,615) . . . . . . . . . . . . . . . . . . . . . . . . . 3,275,160 2,962,702 3,315,469
Trading account securities. . . . . . . . . . . . . . . . . . . . . 1,833 474 1,508
Federal funds sold and securities purchased under
agreements to resell . . . . . . . . . . . . . . . . . . . . . . . 16,705 6,063 26,480
Loans and leases:
Total loans and leases. . . . . . . . . . . . . . . . . . . . . . 3,620,509 3,351,912 3,065,782
Allowance for credit losses . . . . . . . . . . . . . . . . . . . (73,573) (67,617) (74,313)
---------- ---------- ----------

Net loans and leases. . . . . . . . . . . . . . . . . . . . . . 3,546,936 3,284,295 2,991,469
Bank premises and equipment . . . . . . . . . . . . . . . . . . . . 155,425 145,719 136,254
Income receivable and other assets. . . . . . . . . . . . . . . . . 146,189 96,165 156,531
Intangible assets, net. . . . . . . . . . . . . . . . . . . . . . . 109,537 66,960 70,013
---------- ---------- ----------

Total assets. . . . . . . . . . . . . . . . . . . . . . . . . $7,645,532 $6,886,063 $7,010,967
========== ========== ==========

Liabilities And Stockholders' Equity:
Deposits:
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . $ 991,521 $ 977,944 $ 942,796
Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . 4,731,260 4,458,619 4,555,239
---------- ---------- ----------

Total deposits. . . . . . . . . . . . . . . . . . . . . . . . . 5,722,781 5,436,563 5,498,035
Federal funds purchased and securities sold under agreements to
repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . 639,369 491,627 445,613
Federal Home Loan Bank borrowings . . . . . . . . . . . . . . . . . 490,990 250,000 250,000
Other borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . 82,715 23,002 27,867
Accrued interest, taxes, and other liabilities. . . . . . . . . . . 107,148 56,603 195,205
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . 9,532 20,283 30,610
---------- ---------- ----------

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 7,052,535 6,278,078 6,447,330
---------- ---------- ----------

Minority interest in subsidiaries . . . . . . . . . . . . . . . . . -- 1,135 2,528

Stockholders' Equity:
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 100,000 103,641
Common stock, par value $5 per share
Authorized: 50,000,000 shares
Issued: 27,201,925, 27,165,962, and 25,978,945 shares. . . . . 136,010 135,830 129,895
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . 106,540 106,102 103,777
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . 266,659 244,810 224,969
Less: Treasury stock at cost (356,684 and 111,518 shares) . . . . (10,054) (3,245) --
Stock option loans. . . . . . . . . . . . . . . . . . . . . (1,793) (1,795) (1,173)
---------- ---------- ----------
Stockholders' equity before net unrealized
gains (losses) on available-for-sale securities. . . . . 597,362 581,702 561,109
Net unrealized gains (losses) on available-for-sale securities. . . (4,365) 25,148 --
---------- ---------- ----------

Total stockholders' equity. . . . . . . . . . . . . . . . . . . 592,997 606,850 561,109
---------- ---------- ----------

Total liabilities and stockholders' equity. . . . . . . . . . . $7,645,532 $6,886,063 $7,010,967
========== ========== ==========

<FN>
See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
FOURTH FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

Three Months Ended Six Months Ended
---------------------------------- ----------------------------------
June 30, June 30, Percent June 30, June 30, Percent
1994 1993 Change 1994 1993 Change
------------ ------------ -------- ------------ ------------ --------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans and leases. . . . $ 71,784 $ 64,701 10.9% $138,260 $128,349 7.7%
Interest on short-term investments . . . . . 411 504 (18.5) 623 1,479 (57.9)
Interest and dividends on
investment securities:
Taxable. . . . . . . . . . . . . . . . . . 41,445 40,636 2.0 77,176 77,750 (.7)
Tax-preferred. . . . . . . . . . . . . . . 4,210 4,804 (12.4) 8,709 9,604 (9.3)
Interest and dividends on trading
account securities. . . . . . . . . . . . . 16 33 (51.5) 54 66 (18.2)
-------- -------- -------- --------
Total interest income. . . . . . . . . . 117,866 110,678 6.5 224,822 217,248 3.5
-------- -------- -------- --------

Interest Expense:
Interest on deposits . . . . . . . . . . . . 37,189 40,430 (8.0) 72,431 79,990 (9.4)
Interest on borrowings . . . . . . . . . . . 10,700 4,206 1.5X 17,655 6,732 1.6X
Interest on long-term debt . . . . . . . . . 307 586 (47.6) 692 1,283 (46.1)
-------- -------- -------- --------
Total interest expense . . . . . . . . . 48,196 45,222 6.6 90,778 88,005 3.2
-------- -------- -------- --------

Net Interest Income. . . . . . . . . . . . . . 69,670 65,456 6.4 134,044 129,243 3.7
Provision for credit losses. . . . . . . . . -- 2,895 275 6,121 (95.5)
-------- -------- -------- --------

Net Interest Income After Provision
For Credit Losses . . . . . . . . . . . . . . 69,670 62,561 11.4 133,769 123,122 8.6
-------- -------- -------- --------

Noninterest Income:
Trust fees . . . . . . . . . . . . . . . . . 4,313 4,107 5.0 9,755 8,603 13.4
Service charges on deposit accounts. . . . . 9,366 8,300 12.8 18,428 15,763 16.9
Bank card fees . . . . . . . . . . . . . . . 4,700 3,315 41.8 8,305 6,915 20.1
Investment securities gains. . . . . . . . . 62 208 (70.2) 3,626 963 2.8X
Other. . . . . . . . . . . . . . . . . . . . 5,250 5,496 (4.5) 10,848 11,942 (9.2)
-------- -------- -------- --------
Total noninterest income . . . . . . . . 23,691 21,426 10.6 50,962 44,186 15.3
-------- -------- -------- --------

Noninterest Expense:
Salaries and employee benefits . . . . . . . 30,732 29,369 4.6 60,894 56,154 8.4
Furniture and equipment. . . . . . . . . . . 5,413 5,130 5.5 11,023 11,802 (6.6)
Net occupancy. . . . . . . . . . . . . . . . 4,105 4,131 (.6) 8,323 8,257 .8
FDIC insurance . . . . . . . . . . . . . . . 3,199 2,682 19.3 6,262 6,684 (6.3)
Bank card. . . . . . . . . . . . . . . . . . 1,989 1,659 19.9 3,809 3,525 8.1
Amortization of intangible assets. . . . . . 2,355 2,307 2.1 4,394 7,738 (43.2)
Merger and integration costs . . . . . . . . 117 2,314 (94.9) 2,768 3,215 (13.9)
Net costs of operation of other real
estate and nonperforming assets . . . . . . (263) 2,208 (403) 2,448
Other. . . . . . . . . . . . . . . . . . . . 14,080 14,164 (.6) 27,821 28,592 (2.7)
-------- -------- -------- --------
Total noninterest expense. . . . . . . . 61,727 63,964 (3.5) 124,891 128,415 (2.7)
-------- -------- -------- --------

Income Before Income Taxes and Cumulative
Effect of a Change in Accounting Principle. . 31,634 20,023 58.0 59,840 38,893 53.9
Income tax expense . . . . . . . . . . . . . 10,819 4,615 1.3X 20,497 9,514 1.2X
-------- -------- -------- --------
Income Before Cumulative Effect of a Change
in Accounting Principle . . . . . . . . . . . 20,815 15,408 35.1 39,343 29,379 33.9
Cumulative effect of a change in accounting
for income taxes. . . . . . . . . . . . . . -- (5) -- 10,582
-------- -------- -------- --------

Net Income . . . . . . . . . . . . . . . . . . $ 20,815 $ 15,403 35.1 $ 39,343 $ 39,961 (1.5)
======== ======== ======== ========

Net Income Applicable To Common and
Common-Equivalent Shares . . . . . . . . . . $ 19,065 $ 13,653 39.6 $ 35,843 $ 36,461 (1.7)
======== ======== ======== ========

Primary Earnings Per Common Share:
Income applicable to common and common-
equivalent shares before cumulative effect
of a change in accounting principle . . . . $ .71 $ .52 36.5% $ 1.33 $ .99 34.3%
Cumulative effect of a change in
accounting for income taxes . . . . . . . . -- -- -- .40
-------- -------- -------- --------
Net income applicable to common and
common-equivalent shares. . . . . . . . . . $ .71 $ .52 36.5 $ 1.33 $ 1.39 (4.3)
======== ======== ======== ========
Fully Diluted Earnings Per Common Share:
Income before cumulative effect of a
change in accounting principle. . . . . . . $ .69 $ .51 35.3 $ 1.29 $ .97 33.0
Cumulative effect of a change in
accounting for income taxes . . . . . . . . -- -- -- .35
-------- -------- -------- --------
Net income . . . . . . . . . . . . . . . . . $ .69 $ .51 35.3 $ 1.29 $ 1.32 (2.3)
======== ======== ======== ========
Dividends Per Common Share . . . . . . . . . . $ .26 $ .24 8.3 $ .52 $ .48 8.3
======== ======== ======== ========
<FN>

See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
FOURTH FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
Net
Unrealized
Preferred Stock Common Stock Treasury Stock Stock Gains
--------------- --------------- --------------
Capital Retained Option (Losses) on
Shares Amount Shares Amount Surplus Earnings Shares Amount Loans Securities Total
------ -------- ------ -------- -------- -------- ------ ------- ------ ---------- -------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1993
As previously
reported . . . . . . 1,222 $103,641 25,218 $126,091 $101,717 $195,433 -- $ -- $(1,069) $ -- $525,813
Adjustment for pool-
ing of interests . . -- -- 591 2,954 197 4,447 -- -- -- -- 7,598
----- -------- ------ -------- -------- -------- --- -------- ------- ------- --------
Adjusted balance. . 1,222 103,641 25,809 129,045 101,914 199,880 -- -- (1,069) -- 533,411

Net income. . . . . . -- -- -- -- -- 39,961 -- -- -- -- 39,961
Issuance of common
stock under stock
option plans . . . . -- -- 100 498 1,442 -- -- -- -- -- 1,940
Cash dividends:
Preferred stock . . -- -- -- -- -- (3,500) -- -- -- -- (3,500)
Common stock. . . . -- -- -- -- -- (10,742) -- -- -- -- (10,742)
Pooled companies. . -- -- -- -- -- (630) -- -- -- -- (630)
Net change in stock
option loans . . . . -- -- -- -- -- -- -- -- (104) -- (104)
Capital transactions
of pooled companies. -- -- 70 352 421 -- -- -- -- -- 773
------ -------- ------ -------- -------- -------- ---- -------- ------- -------- --------

Balance, June 30, 1993. 1,222 $103,641 25,979 $129,895 $103,777 $224,969 -- $ -- $(1,173) $ -- $561,109
====== ======== ====== ======== ======== ======== ==== ======== ======= ======== ========

Balance, January 1,
1994
As previously
reported . . . . . . 250 $100,000 26,575 $132,876 $105,905 $239,456 (112)$ (3,245) $(1,795) $ 25,148 $598,345
Adjustment for pool-
ing of interests . . -- -- 591 2,954 197 5,354 -- -- -- -- 8,505
----- -------- ------ -------- -------- -------- ---- -------- ------- -------- --------
Adjusted balance. . 250 100,000 27,166 135,830 106,102 244,810 (112) (3,245) (1,795) 25,148 606,850

Net income. . . . . . -- -- -- -- -- 39,343 -- -- -- -- 39,343
Purchase of stock
for treasury . . . . -- -- -- -- -- -- (355) (10,019) -- -- (10,019)
Issuance of common
stock under stock
option plans . . . . -- -- 36 180 396 -- 40 1,169 -- -- 1,745
Issuance of common
stock for
acquisition. . . . . -- -- -- -- 42 -- 70 2,041 -- -- 2,083
Cash dividends:
Preferred stock . . -- -- -- -- -- (3,500) -- -- -- -- (3,500)
Common stock. . . . -- -- -- -- -- (13,686) -- -- -- -- (13,686)
Pooled company. . . -- -- -- -- -- (308) -- -- -- -- (308)
Net change in stock
option loans . . . . -- -- -- -- -- -- -- -- 2 -- 2
Capital transactions
of pooled company. . -- -- -- -- -- -- -- -- -- (198) (198)
Net change in
unrealized gains
(losses) on
available-for-sale
securities . . . . . -- -- -- -- -- -- -- -- -- (29,315) (29,315)
------ -------- ------ -------- -------- -------- ---- -------- ------- -------- --------

Balance, June 30, 1994. 250 $100,000 27,202 $136,010 $106,540 $266,659 (357)$(10,054) $(1,793) $ (4,365) $592,997
====== ======== ====== ======== ======== ======== ==== ======== ======= ======== ========

<FN>
See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
FOURTH FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
-----------------------
June 30, June 30,
1994 1993
----------- -----------
Increase (Decrease) in Cash and Due from Banks (In thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39,343 $ 39,961
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 225
Provision for credit losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275 6,121
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,879 12,716
Accretion of discounts on investment securities, net of amortization of premiums . . . . 8,458 6,439
Write-down of other real estate owned. . . . . . . . . . . . . . . . . . . . . . . . . . 185 2,841
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,537 (938)
Investment securities gains. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,626) (963)
Write-down of goodwill, core deposit intangibles, purchased mortgage
servicing rights, premises and equipment, and other assets. . . . . . . . . . . . . . . 1,085 5,444
Gain on sales of premises and equipment, other real estate owned, and other assets . . . (1,471) (1,445)
Change in assets and liabilities, net of effects from purchases of acquired entities:
Trading account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,096) 2,022
Loans held for sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109,129 (2,183)
Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,337 281,013
Accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 620 14,083
Interest receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,751) (1,298)
Interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,951 3,681
---------- ----------
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . 243,939 367,719
---------- ----------

Cash Flows From Investing Activities:
Purchase of banks, net of cash acquired. . . . . . . . . . . . . . . . . . . . . . . . . . (88,699) (2,468)
Proceeds from settlement of sales of available-for-sale investment securities. . . . . . . 603,570 --
Proceeds from maturities and prepayments of available-for-sale investment securities . . . 126,059 --
Purchases of available-for-sale investment securities. . . . . . . . . . . . . . . . . . . (543,439) --
Proceeds from settlement of sales of held-to-maturity investment securities. . . . . . . . -- 10,093
Proceeds from maturities and prepayments of held-to-maturity investment securities . . . . 273,680 530,888
Purchases of held-to-maturity investment securities. . . . . . . . . . . . . . . . . . . . (517,784) (1,248,481)
Proceeds from sales of premises and equipment, other real estate owned, and other assets . 6,606 9,384
Purchases of premises and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,606) (16,556)
Change in assets and liabilities, net of effects from purchases of acquired entities:
Interest-bearing deposits in other financial institutions. . . . . . . . . . . . . . . . 1,202 1,967
Federal funds sold and securities purchased under agreements to resell . . . . . . . . . 6,273 180,299
Loans and leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (76,819) (27,526)
---------- ----------
Net cash used in investing activities. . . . . . . . . . . . . . . . . . . . . . . . (220,957) (562,400)
---------- ----------

Cash Flows From Financing Activities:
Transfers associated with the assumptions of savings and loan
association net liabilities, less premiums paid . . . . . . . . . . . . . . . . . . . . . -- 91,832
Repayment of long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,751) (5,158)
Acquisition of treasury stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,019) --
Dividends on common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,686) (10,742)
Dividends on preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,500) (3,500)
Proceeds from exercise of stock options. . . . . . . . . . . . . . . . . . . . . . . . . . 1,745 1,940
Net change in stock option loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (104)
Capital transactions of pooled companies . . . . . . . . . . . . . . . . . . . . . . . . . (562) (275)
Change in liabilities, net of effects from purchases of acquired entities:
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (258,070) (354,059)
Federal funds purchased and securities sold under agreements to repurchase . . . . . . . 100,758 120,019
Federal Home Loan Bank borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 182,818 250,000
Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,541 (695)
---------- ----------
Net cash provided by financing activities. . . . . . . . . . . . . . . . . . . . . . 48,276 89,258
---------- ----------
Increase (decrease) in cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . 71,258 (105,423)
Cash and due from banks at beginning of period . . . . . . . . . . . . . . . . . . . . . . . 320,660 413,295
---------- ----------
Cash and due from banks at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . $ 391,918 $ 307,872
========== ==========
Supplemental Disclosures:
Cash payments for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 88,827 $ 84,323
========== ==========
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,712 $ 16,596
========== ==========
<FN>
See accompanying notes.
</TABLE>

FOURTH FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1 - Basis of Presentation

The consolidated financial statements include the accounts of
Fourth Financial Corporation and its wholly-owned subsidiaries (the
"Company"). They have been prepared in accordance with the
instructions to Form 10-Q and do not include all information and
footnotes required by generally accepted accounting principles for
complete financial statements. All significant intercompany balances
and transactions have been eliminated. In the opinion of management,
the consolidated financial statements contain the adjustments (all of
which are normal and recurring in nature) necessary to present fairly
the financial position and results of operations for the periods
presented. Results of operations for the interim periods presented are
not necessarily indicative of results which may be expected for any
other interim period or for the year as a whole. These statements
should be read in conjunction with the financial statements and notes
thereto included in the Company's Form 10-K for the year ended
December 31, 1993.

The consolidated financial statements for prior periods have been
restated to reflect the poolings of interests of Southgate Banking
Corporation ("SBC"), Nichols Hills Bancorporation, Inc. ("NHB"),
Commercial Landmark Corporation ("CLC"), Western National
Bancorporation, Inc. ("WNB"), Ponca Bancshares, Inc. ("PBI"), and First
Dodge City Bancshares, Inc. ("First Dodge"). Certain reclassifications
of previously reported amounts also have been made to conform with
current year presentation format.

Note 2 - Acquisitions

Purchase Transactions

The following table presents information regarding the two
purchase transactions completed during 1994.

<TABLE>
<CAPTION>
Assets
Acquisition Date Company Acquired Acquired Cash Paid
- ------------------- ----------------------------------------------------- ------------- --------------
<S> <C> <C> <C>
May 26, 1994 Equity Bank for Savings, F.A. ("Equity")
Oklahoma City, OK . . . . . . . . . . . . . . . . . $488,513 $ 91,622

May 31, 1994 Emprise Bank, National Association ("Emprise")
Hutchinson, KS. . . . . . . . . . . . . . . . . . . 256,733 31,185
-------- --------

$745,246 $122,807
======== ========
</TABLE>

Additional information regarding the cash paid in these purchase
transactions is summarized in the following table.
<TABLE>
<CAPTION>
1994
--------------
(In thousands)
<S> <C>
Fair value of assets acquired . . . . . . . . . . . . . . . . . . . . . $745,246
Fair value of liabilities assumed . . . . . . . . . . . . . . . . . . . (658,442)
Cost in excess of net assets acquired . . . . . . . . . . . . . . . . . 36,003
--------

Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,807
Cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,108
--------

Net cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 88,699
========
</TABLE>

For each of these transactions, the consolidated statements of
income include only the income and expenses of the acquired company
since acquisition. At June 30, 1994, the purchase price was allocated
to the net assets acquired based on an estimate of their fair values
with the excess allocated to cost in excess of net assets acquired.
The effect on results of operations for 1994, had the purchase
transactions occurred at the beginning of the year, was not material.

Pooling Of Interests

On June 30, 1994, the Company issued 590,710 shares to acquire
First Dodge in a business combination accounted for as a pooling of
interests. The consolidated statements for the prior periods have been
restated as if the entities had been combined at the beginning of the
periods presented. Included in Merger and Integration expenses for the
six months ended June 30, 1994 is a charge of $1,124,000 to conform the
amortization of intangible assets of First Dodge to the Company's
accounting policies. Other adjustments to conform the accounting
policies of First Dodge to the accounting policies of the Company are
immaterial.

At the same time, the Company issued 70,300 shares and paid
$36,000 in cash to acquire the minority interests of two of First
Dodge's subsidiaries. As prescribed by Accounting Principles Board
Opinion No. 16, the acquisition of the minority interests was accounted
for as a purchase. The fair market value of shares issued and cash
paid totaled $2,118,000, which exceeded the net assets acquired by
$951,000.

The effect of pooling-of-interests accounting treatment on
previously reported selected operating results is as follows:

<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, December 31,
----------------------
1994 1993 1992
------------------ -------- --------
(Dollars in thousands, except per share data)
<S> <C> <C> <C>
Interest income:
Company. . . . . . . . . . . . . . . . . . . . . . $104,424 $433,467 $427,119
Pooled company . . . . . . . . . . . . . . . . . . 2,532 10,446 11,769
-------- -------- --------
Combined . . . . . . . . . . . . . . . . . . . . $106,956 $443,913 $438,888
======== ======== ========

Net interest income:
Company. . . . . . . . . . . . . . . . . . . . . . $ 62,797 $257,966 $234,722
Pooled company . . . . . . . . . . . . . . . . . . 1,577 6,445 6,635
-------- -------- --------
Combined . . . . . . . . . . . . . . . . . . . . $ 64,374 $264,411 $241,357
======== ======== ========

Net income:
Company. . . . . . . . . . . . . . . . . . . . . . $ 20,201 $ 75,691 $ 63,306
Pooled company . . . . . . . . . . . . . . . . . . (1,673) 1,601 1,894
-------- -------- --------
Combined . . . . . . . . . . . . . . . . . . . . $ 18,528 $ 77,292 $ 65,200
======== ======== ========

Net income applicable to common and
common equivalent shares:
Company. . . . . . . . . . . . . . . . . . . . . . $ 18,451 $ 68,691 $ 57,355
Pooled company . . . . . . . . . . . . . . . . . . (1,673) 1,601 1,894
-------- -------- --------
Combined . . . . . . . . . . . . . . . . . . . . $ 16,778 $ 70,292 $ 59,249
======== ======== ========

Primary earnings per common share:
Company. . . . . . . . . . . . . . . . . . . . . . $ .70 $ 2.67 $ 2.27
Pooled company . . . . . . . . . . . . . . . . . . (.08) -- .02
-------- -------- --------
Combined . . . . . . . . . . . . . . . . . . . . $ .62 $ 2.67 $ 2.29
======== ======== ========

Fully diluted earnings per common share:
Company. . . . . . . . . . . . . . . . . . . . . . $ .68 $ 2.54 $ 2.19
Pooled company . . . . . . . . . . . . . . . . . . (.08) .01 .02
-------- -------- --------
Combined . . . . . . . . . . . . . . . . . . . . $ .60 $ 2.55 $ 2.21
======== ======== ========
</TABLE>

Pending Acquisitions

Pending acquisitions as of June 30, 1994 are listed in the table
below. The proposed transactions are subject to approval by regulators
and other contractual conditions.
<TABLE>
<CAPTION>

Number of
Assets Cash Expected Shares Expected Accounting
Bank June 30, 1994 To Be Paid To Be Issued Method
------ ------------- ------------- --------------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Security Bank & Trust Company
Blackwell, OK ("Security") . . . . . . . . . . $ 49,307 $ 7,900 -- Purchase

The Stillwater Savings and Loan Association
Stillwater, OK ("Stillwater") . . . . . . . . . 96,676 -- 371,573 Purchase
-------- -------- ----------

$145,983 $ 7,900 371,573
======== ======== ==========
</TABLE>

3 - Investment and Trading Securities

The following table presents the book values of investment
securities.

<TABLE>
<CAPTION>
June 30, December 31, June 30,
1994 1993 1993
------------- ------------- --------------
(In thousands)
<S> <C> <C> <C>
Held-to-maturity (at amortized cost) . . . . . . . . . . . . $2,254,054 $1,844,926 $3,315,469
Available-for-sale (at estimated fair value) . . . . . . . . 1,021,106 1,117,776 --
---------- ---------- ----------

$3,275,160 $2,962,702 $3,315,469
========== ========== ==========
</TABLE>

The sales price, gains, and losses realized from the sale of
available-for-sale investment securities are detailed in the following
table. This table does not include proceeds from nor realized gains
and losses attributable to prepayments of investment securities.
<TABLE>
<CAPTION>
Six Months Ended
------------------
June 30, 1994
------------------
(In thousands)
<S> <C>
Sales price of available-for-sale investment securities . . . . . . . . . . . . $603,570
========

Gross realized gains. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,872
Gross realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,392
--------

Net gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,480
========
</TABLE>

The change in net unrealized holding gain or loss on trading
securities that has been included in earnings for the period ended June
30, 1994 is a gain of $25,000.

4 - Other borrowings
<TABLE>
<CAPTION>

June 30, 1994 December 31, 1993 June 30, 1993
--------------------- -------------------- ---------------------
Amount Rate Amount Rate Amount Rate
--------- -------- -------- -------- --------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Treasury tax and loan . . . . . . . . . $22,715 4.00% $23,002 2.75% $22,915 2.79%
Notes payable . . . . . . . . . . . . . 60,000 4.94 -- -- 4,952 6.52
------- ------- -------

Total book value. . . . . . . . . . . $82,715 4.68 $23,002 2.75 $27,867 3.45
======= ======= =======
</TABLE>

Treasury tax and loan borrowings generally mature daily or on
demand. The $4,952,000 of notes payable at June 30, 1993 were debts of
pooled companies. These notes were paid in full at the acquisition
dates.

The Company's committed line of credit from an unaffiliated bank
was increased to $75,000,000, and $60,000,000 was borrowed against the
line during the second quarter of 1994 in connection with the Equity
acquisition. On July 1, 1994, this line of credit was converted to a
Credit Agreement under which the Company may borrow up to $50,000,000
on a revolving basis at anytime prior to June 30, 1996. The amount
borrowed under the agreement was reduced to $40,000,000 also at July 1,
1994.

Amounts borrowed under the Credit Agreement may have maturities
not to exceed ninety days and alternative fluctuating interest rates
based on, at the Company's option, the lender's published "reference
rate" or the London interbank offered rate plus .5625%. A commitment
fee of 1/8 of 1% is charged on the unused portion of this commitment.
The Company is required to maintain capital ratios above the regulatory
"Well Capitalized" standard and the ratio of nonperforming assets to
total loans plus other real estate owned may not exceed 4.0%. In the
event of a default on either of these covenants, the lender would have
the right to impose additional covenants, and increase fees and margins
as it may deem prudent, or the lender could deny any future advances,
as well as cause the obligations then outstanding to become immediately
due and payable. At June 30, 1994, the Company was in compliance with
all the terms of this agreement.

5 - Preferred Stock

<TABLE>
<CAPTION>
June 30, December 31, June 30,
1994 1993 1993
------------- ------------- --------------
(Dollars in thousands)
<S> <C> <C> <C>
Class A cumulative convertible preferred stock,
par value $100 per share
Authorized: 250,000 shares
Issued: 250,000 shares (at liquidation preference) . . . . $100,000 $100,000 $100,000

Class B preferred stock, no par value
Authorized: 5,000,000 shares . . . . . . . . . . . . . . . -- -- --

CLC's convertible preferred stock, par value $6.22 per share
Authorized: 771,720 shares
Issued: 181,700 shares at June 30, 1993. . . . . . . . . . -- -- 1,130

WNB's 1987 convertible preferred stock
Issued: 117,487 shares at June 30, 1993. . . . . . . . . . -- -- 769

WNB's 1989 convertible preferred stock
Issued: 672,464 shares at June 30, 1993. . . . . . . . . . -- -- 1,742
-------- -------- --------

$100,000 $100,000 $103,641
======== ======== ========
</TABLE>

The table includes the preferred stock of CLC and WNB. These bank
holding companies were acquired in 1993 pooling-of-interests
transactions. Prior to CLC's merger with the Company, CLC's preferred
stock was converted to CLC common stock, which was then exchanged for
Company common stock. All of WNB's preferred stock was exchanged for
Company common stock in the business combination. The par value,
shares authorized, and shares issued in the previous table have been
adjusted by the merger exchange ratios to reflect equivalent Company
common shares.

6 - Merger and Integration Costs

The components of merger and integration costs related to the 1994
and 1993 pooling-of-interests transactions are detailed in the
following schedule.

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
1994 1993 1994 1993
-------- -------- -------- --------
(In thousands)
<S> <C> <C> <C> <C>
Premises and equipment writedowns . . . . . . . . . . . $ -- $ 868 $ 177 $ 868
Severance and other compensation. . . . . . . . . . . . -- 1,042 821 1,417
Systems conversion costs. . . . . . . . . . . . . . . . -- 176 269 676
Legal, accounting, and other transaction costs. . . . . 117 228 227 254
Conform intangible asset amortization policies. . . . . -- -- 1,124 --
Other . . . . . . . . . . . . . . . . . . . . . . . . . -- -- 150 --
----- ------ ------ ------

$ 117 $2,314 $2,768 $3,215
===== ====== ====== ======
</TABLE>

7 - Earnings and Dividends Per Common Share

Earnings per common share are based on the following weighted
average numbers of shares outstanding.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
1994 1993 1994 1993
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Primary . . . . . . . . . . . . . . . . . . . 26,861,736 26,261,660 26,957,557 26,210,705
Fully diluted . . . . . . . . . . . . . . . . 30,310,011 30,330,431 30,405,832 30,278,314
</TABLE>

Primary earnings per common share were computed by dividing net
income applicable to common and common-equivalent shares by the
weighted average common and common-equivalent shares outstanding during
the period (common share equivalents include CLC's preferred stock and
WNB's 1987 preferred stock). Fully diluted earnings per common share
were computed by adjusting net income for interest expense (net of
income taxes) associated with CLC's convertible debt. The adjusted net
income was then divided by the weighted average of common and common-
equivalent shares outstanding plus the number of shares which would
have been outstanding during the year had the Class A convertible
preferred stock, the CLC and WNB convertible notes and debentures, and
WNB's 1989 preferred stock been converted in accordance with their
respective governing instruments. Stock options outstanding have been
excluded from the computations as they were not materially dilutive.

The adjustment of net income for CLC's and WNB's convertible debt
interest expense (net of income taxes) was as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
1994 1993 1994 1993
---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Interest expense adjustment . . . . . . . . . $ -- $ 1 $ -- $ 4

</TABLE>

Dividends per common share represent the Company's historical
dividends declared without adjustment for the poolings of interests.

<TABLE>
<CAPTION>
FOURTH FINANCIAL CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA

Three Months Ended
-----------------------------------
June 30, June 30, Percent
1994 1993(1) Change
------------ ------------ -------
(Dollars in thousands
Summary Income Statement Information: except per share data)
<S> <C> <C> <C>
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 117,866 $ 110,678 6.5%
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . 69,670 65,456 6.4
Net interest income (fully tax-equivalent)(2) . . . . . . . . . . . . . 71,897 68,021 5.7
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . -- 2,895
Income before cumulative effect of a change in accounting principle . . 20,815 15,408 35.1
Cumulative effect of a change in accounting for income taxes. . . . . . -- (5)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,815 15,403 35.1
Net income applicable to common and common-equivalent shares. . . . . . 19,065 13,653 39.6
Per Common Share Data:
Primary earnings per common share:
Net income applicable to common and common-equivalent shares
before cumulative effect of a change in accounting principle . . . . $ .71 $ .52 36.5%
Cumulative effect of a change in accounting for income taxes . . . . -- --
Net income applicable to common and common-equivalent shares . . . . .71 .52 36.5
Fully diluted earnings per common share:
Income before cumulative effect of a change in accounting principle . .69 .51 35.3
Cumulative effect of a change in accounting for income taxes. . . . . -- --
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69 .51 35.3
Fully diluted earnings per common share as originally reported(1) . . . .69 .65 6.2
Common dividends(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .26 .24 8.3
Book value at period-end . . . . . . . . . . . . . . . . . . . . . . . 18.36 17.61 4.3
Book value exclusive of net unrealized gains (losses)
on available-for-sale securities at period-end . . . . . . . . . . . . 18.53 17.61 5.2
Market value(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 1/4 - 26 30 3/4 - 26 3/4
Average common shares outstanding (000s) . . . . . . . . . . . . . . . 26,862 26,262 2.3
Period-end common shares outstanding (000s) . . . . . . . . . . . . . . 26,845 25,979 3.3
Period-end common shares outstanding assuming full dilution (000s). . . 30,294 30,347 (.2)
Summary Statement of Condition Information:
Period-end assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,645,532 $7,010,967 9.1%
Period-end long-term debt . . . . . . . . . . . . . . . . . . . . . . . 9,532 30,610 (68.9)
Period-end common stockholders' equity . . . . . . . . . . . . . . . . 492,997 457,468 7.8
Period-end stockholders' equity . . . . . . . . . . . . . . . . . . . . 592,997 561,109 5.7
Average assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,237,753 6,617,251 9.4
Average common stockholders' equity . . . . . . . . . . . . . . . . . . 492,889 458,194 7.6
Average stockholders' equity . . . . . . . . . . . . . . . . . . . . . 592,889 560,705 5.7
Earnings Performance Ratios(4):
Return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.15% .93%
Return on total stockholders' equity . . . . . . . . . . . . . . . . . 14.08 11.02
Return on common stockholders' equity . . . . . . . . . . . . . . . . . 15.51 11.95
Net yield on earning assets (fully tax-equivalent)(2) . . . . . . . . . 4.39 4.54
Asset Quality Ratios:
Net (recoveries) charge-offs (annualized)/average loans and leases. . . (.01)% 1.09%
Nonperforming assets/period-end loans plus other
real estate and nonperforming assets . . . . . . . . . . . . . . . . . .90 1.72
Allowance for credit losses/period-end nonperforming loans. . . . . . . 305.70 206.09
Allowance for credit losses/period-end loans and leases . . . . . . . . 2.03 2.42
Capital Ratios:
Stockholders' equity/assets . . . . . . . . . . . . . . . . . . . . . . 7.76% 8.00%
Double leverage ratio(5). . . . . . . . . . . . . . . . . . . . . . . . 100.50 92.47
Leverage ratio(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.00 7.54
Tier I risk-based capital(7). . . . . . . . . . . . . . . . . . . . . . 10.97 12.83
Total risk-based capital(7) . . . . . . . . . . . . . . . . . . . . . . 12.22 14.08
Common dividend payout ratio(8) . . . . . . . . . . . . . . . . . . . . 36.62 46.15
<FN>
__________

(1) Prior year financial statements have been restated to reflect poolings of interests. Fully diluted earnings per share
as originally reported represent historical earnings per share as reported in the quarterly report for the period
indicated. Dividends per common share represent historical dividends declared without adjustment for the poolings of
interests.
(2) Stated on a tax-equivalent basis assuming a marginal tax rate of 35%.
(3) Range of the high and low bid prices for the period.
(4) Financial ratios are based on daily averages for all statement of condition items. Earnings have been annualized where
appropriate.
(5) Investments in subsidiaries divided by period-end stockholders' equity.
(6) Tier I capital divided by second quarter average assets less certain intangibles.
(7) Tier I capital is composed of common plus preferred stockholders' equity less certain intangibles. Total capital is Tier
I capital plus the allowance for credit losses (limited to 1.25% of risk-weighted assets). Both capital amounts are
divided by risk-weighted assets.
(8) Common dividend per share divided by primary earnings per share.
</TABLE>

<TABLE>
<CAPTION>
FOURTH FINANCIAL CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA

Six Months Ended
-----------------------------------
June 30, June 30, Percent
1994 1993(1) Change
------------ ------------ -------
(Dollars in thousands
Summary Income Statement Information: except per share data)
<S> <C> <C> <C>
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 224,822 $ 217,248 3.5%
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . 134,044 129,243 3.7
Net interest income (fully tax-equivalent)(2) . . . . . . . . . . . . . 138,656 134,361 3.2
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . 275 6,121 (95.5)
Income before cumulative effect of a change in accounting principle . . 39,343 29,379 33.9
Cumulative effect of a change in accounting for income taxes. . . . . . -- 10,582
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,343 39,961 (1.5)
Net income applicable to common and common-equivalent shares. . . . . . 35,843 36,461 (1.7)
Per Common Share Data:
Primary earnings per common share:
Net income applicable to common and common-equivalent shares
before cumulative effect of a change in accounting principle . . . . $ 1.33 $ .99 34.3%
Cumulative effect of a change in accounting for income taxes . . . . -- .40
Net income applicable to common and common-equivalent shares . . . . 1.33 1.39 (4.3)
Fully diluted earnings per common share:
Income before cumulative effect of a change in accounting principle . 1.29 .97 33.0
Cumulative effect of a change in accounting for income taxes. . . . . -- .35
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.29 1.32 (2.3)
Fully diluted earnings per common share as originally reported(1) . . . 1.29 1.49 (13.4)
Common dividends(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .52 .48 8.3
Book value at period-end . . . . . . . . . . . . . . . . . . . . . . . 18.36 17.61 4.3
Book value exclusive of net unrealized gains (losses)
on available-for-sale securities at period-end . . . . . . . . . . . . 18.53 17.61 5.2
Market value(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 1/4 -25 1/4 31 - 26 3/4
Average common shares outstanding (000s) . . . . . . . . . . . . . . . 26,958 26,211 2.8
Period-end common shares outstanding (000s) . . . . . . . . . . . . . . 26,845 25,979 3.3
Period-end common shares outstanding assuming full dilution (000s). . . 30,294 30,347 (.2)
Summary Statement of Condition Information:
Period-end assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,645,532 $7,010,967 9.1%
Period-end long-term debt . . . . . . . . . . . . . . . . . . . . . . . 9,532 30,610 (68.9)
Period-end common stockholders' equity . . . . . . . . . . . . . . . . 492,997 457,468 7.8
Period-end stockholders' equity . . . . . . . . . . . . . . . . . . . . 592,997 561,109 5.7
Average assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,063,135 6,443,742 9.6
Average common stockholders' equity . . . . . . . . . . . . . . . . . . 500,775 450,264 11.2
Average stockholders' equity . . . . . . . . . . . . . . . . . . . . . 600,775 552,775 8.7
Earnings Performance Ratios(4):
Return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.12% 1.25%
Return on total stockholders' equity . . . . . . . . . . . . . . . . . 13.21 14.58
Return on common stockholders' equity . . . . . . . . . . . . . . . . . 14.43 16.33
Net yield on earning assets (fully tax-equivalent)(2) . . . . . . . . . 4.34 4.63
Asset Quality Ratios:
Net (recoveries) charge-offs (annualized)/average loans and leases. . . (.01)% 1.09%
Nonperforming assets/period-end loans plus other
real estate and nonperforming assets . . . . . . . . . . . . . . . . . .90 1.72
Allowance for credit losses/period-end nonperforming loans. . . . . . . 305.70 206.09
Allowance for credit losses/period-end loans and leases . . . . . . . . 2.03 2.42
Capital Ratios:
Stockholders' equity/assets . . . . . . . . . . . . . . . . . . . . . . 7.76% 8.00%
Double leverage ratio(5). . . . . . . . . . . . . . . . . . . . . . . . 100.50 92.47
Leverage ratio(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.00 7.54
Tier I risk-based capital(7). . . . . . . . . . . . . . . . . . . . . . 10.97 12.83
Total risk-based capital(7) . . . . . . . . . . . . . . . . . . . . . . 12.22 14.08
Common dividend payout ratio(8) . . . . . . . . . . . . . . . . . . . . 39.10 34.53
<FN>
__________

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

Performance Summary

Net income for the first six months of 1994 was $39.3 million
compared to $40.0 million for the first six months of 1993 when the
cumulative effect of the change in accounting for income taxes added
$10.6 million to net income. Income before the cumulative effect of
the change in accounting for income taxes for the first six months of
1994 was $39.3 million, 33.9% higher than the $29.4 million recorded in
the same period of 1993. Fully diluted earnings per share on income
before the cumulative effect of a change in accounting principle were
$1.29 and $.97 for the first six month periods of 1994 and 1993,
respectively. Fully diluted earnings per share on net income were
$1.29 and $1.32 for the comparable periods. For the first six months
of 1994, return on assets and return on common equity were 1.12% and
14.43%, respectively. Return on assets was 1.25% and return on common
equity was 16.33% for the first six months of 1993.

These financial results reflect acquisitions accounted for as
poolings of interests for both years, as the prior period was restated.
However, acquisitions accounted for using the purchase method of
accounting are only included in the results of operations for the
periods subsequent to acquisition. The following schedule details the
three acquisitions completed during the first six months of 1994 and
the eight business combinations completed during 1993.

<TABLE>
<CAPTION>
Number of
Acquisition Company Accounting Assets Cash Shares
Date Company Acquired/Location Abbreviation Method Acquired Paid Issued
- ------------- ------------------------------------ ------------ ---------- ---------- ---------- ---------
(In thousands)
1993 -
- ------
<S> <C> <C> <C> <C> <C> <C>
February 12 Southgate Banking Corporation, "SBC" Pooling $ 62,628 $ -- 451,310
Prairie Village, KS
May 14 Guaranty Bancorporation, "GB" Purchase 82,606 4,386 --
Tulsa, OK
May 28 Bancshares of Woodward, Inc., "BOW" Purchase 130,192 17,859 --
Woodward and Waukomis, OK
May 28 F&M Bank Services, Inc., "FBS" Purchase 61,565 8,068 --
Derby, KS
May 28 Nichols Hills Bancorporation, Inc., "NHB" Pooling 97,869 -- 469,906
Nichols Hills, OK
September 17 Commercial Landmark Corporation, "CLC" Pooling 465,060 -- 1,874,812
Muskogee, OK
December 3 Western National Bancorporation, Inc., "WNB" Pooling 206,288 -- 1,110,695(1)
Tulsa, OK
December 10 Ponca Bancshares, Inc., "PBI" Pooling 117,275 -- 478,395
Ponca City, OK

1994 -
- ------
May 26 Equity Bank for Savings, F.A. "Equity" Purchase 488,513 91,622 --
Oklahoma City, OK
May 31 Emprise Bank, National Association "Emprise" Purchase 256,733 31,185 --
Hutchinson, KS
June 30 First Dodge City Bancshares, Inc. "First Dodge" Pooling 144,999 -- 661,010(2)
---------- -------- ---------
Dodge City, KS
$2,113,728 $153,120 5,046,128
========== ======== =========
<FN>
- ---------

(1) An additional 108,748 shares were issued on December 3, 1993 to acquire the minority interest of WNB's bank subsidiary.
(2) An additional 70,300 shares were issued and $36,000 cash paid on June 30, 1994 to acquire the minority interest of two of
First Dodge's subsidiaries.
</TABLE>

One deposit assumption transaction also was completed during 1993.
On April 2, 1993, $99,399,000 of liabilities were assumed by the Kansas
bank subsidiary from a failed bank in Mission, Kansas. A premium of
$1,141,000 was paid to the Federal Deposit Insurance Corporation to
assume these liabilities.

Net interest income increased by $4.8 million to total $134.0
million for the first six months of 1994 as compared to $129.2 million
for the first six months of last year. The increase in net interest
income was principally related to the increased volume of interest-
earning assets. Total average interest-earning assets were $6.4
billion for the first six months of 1994, a $588.0 million, or 10.1%,
increase over the comparable period of 1993. Comparing the first six-
month periods of 1994 and 1993, average loans and leases increased
$423.7 million, while average investment securities increased $222.7
million. The increased average assets were principally funded by
increases in federal funds purchased and securities sold under
agreements to repurchase of $253.9 million and Federal Home Loan Bank
borrowings of $265.5 million. The increase in net interest income
attributable to the increased volume of interest-earning assets was
partially offset by a decrease in the net yield on earning assets to
4.34% in the first six months of 1994 from 4.63% in the comparable
period of 1993.

The provisions for credit losses totaled $275,000 and $6.1 million
for the first six months of 1994 and 1993, respectively. Pooled
companies accounted for $3.7 million of the provision for the first six
months of 1993. The lower 1994 provision also reflects continued
improvement in credit quality as demonstrated by a lower level of
nonperforming assets as well as net recoveries in 1994 as compared to
1993, and the strong allowance for credit losses. At June 30, 1994,
nonperforming assets were $32.6 million or .43% of assets, down from
$53.0 million or .76% of assets at June 30, 1993. Net recoveries in
the first six months of 1994 were $232,000 compared to net charge-offs
of $9.5 million in the same period of 1993. The allowance for credit
losses was $73.6 million or 305.70% of nonperforming loans at June 30,
1994, compared to a ratio of 206.09% at June 30, 1993.

Noninterest income was $51.0 million in the first six months of
1994, a $6.8 million increase over the 1993 noninterest income of $44.2
million. Investment securities gains recognized during the first six
months of 1994 totaled $3.6 million compared to $963,000 in the first
six months of 1993. Substantially all of the securities gains
recognized in the first six months of 1994 were recorded in the first
quarter. In anticipation of rising interest rates, the Company elected
to sell $448.7 million of its available-for-sale securities, accounting
for the first quarter 1994 investment securities gains. Investment
securities sold in the second quarter of $151.4 million were
principally acquired in the Equity acquisition and no gain or loss was
recognized. Service charges on deposit accounts increased $2.7 million
and trust fees increased $1.2 million. The larger customer base plus
aggressive sales efforts resulted in a larger volume of service charge
transactions and additional trust business. Bank card fees increased
$1.4 million which reflects internal growth plus the acquisition of
Equity, including its credit card division that services approximately
77,000 customer accounts.

Noninterest expense totaled $124.9 million in the first six months
of 1994, down $3.5 million when compared to the same period of 1993.
Noninterest expense in 1993 was affected by $4.4 million accelerated
core deposit and purchased mortgage servicing amortization, data
processing hardware depreciation, and software amortization. Net costs
of operation of other real estate and nonperforming assets in 1993 were
$2.4 million compared to a net gain of $403,000 in the current-year
six-month period. The 1993 cost was primarily attributable to a pooled
company. Merger and integration costs associated with poolings of
interests totaled $2.8 million and $3.2 million for the first six
months of 1994 and 1993, respectively.

Operating expenses (noninterest expense less merger and integration
costs and net costs of operations of other real estate and
nonperforming assets) increased .2% to total $122.4 million in the
first six months of 1994. The Company's efficiency ratio (operating
expense/fee income plus tax-equivalent net interest income) was 66.00%
for the current-year period compared to 68.84% for the first six months
of the prior year.

Net income for the second quarter of 1994 was $20.8 million, an
increase of 35.1% over the $15.4 million earned in the second quarter
of 1993. Fully diluted earnings per share were $.69 and $.51 for the
second quarters of 1994 and 1993, respectively. Like the year-to-date
period, the increased second quarter 1994 net income was principally
attributable to increased net interest income, excellent credit
quality, and earnings contributions of acquisitions.

Net Interest Income

For the first six months of 1994, net interest income amounted to
$134.0 million, representing an increase of $4.8 million over the
$129.2 million earned during the comparable period of 1993. On a fully
tax-equivalent basis, net interest income increased $4.3 million to
total $138.7 million in the first half of 1994 from $134.4 million in
the first half of 1993. The increase in net interest income was
attributable to an increased level of interest-earning assets due to
loan growth, acquisitions, and increased borrowings associated with a
higher level of federal funds purchased and Federal Home Loan Bank
borrowings. However, the net yield on earning assets decreased to
4.34% in the first six month period of 1994 compared to 4.63% for the
same period of 1993. The decrease in the net yield on earning assets
is principally attributable to a sustained period of lower rates. The
average cost of funds (interest expense/earning assets) declined 19
basis points while the earning asset yield declined 48 basis points.
As interest rates declined during prior periods, rates paid on deposit
liabilities with relatively short maturities repriced more rapidly than
the longer term investment securities resulting in an improved net
yield during those periods. As the investment securities subsequently
matured and were reinvested at the low rates, the net yield declined.

Loan fees included in net interest income amounted to $5.7 million
and $4.9 million for the first six months of 1994 and 1993,
respectively. The increase in loan fees in the first six month period
of 1994 as compared to the same period of 1993 was attributable to
increases in the volume of commercial, consumer, and residential
mortgage loan originations and the refinancing of existing mortgages.

The dollar volume of residential mortgage loan originations and
refinancings increased $39.4 million or 23.0% between the first six
months of 1994 and 1993. However, the recent increase in mortgage
rates has slowed the originations and refinancing of existing
mortgages. The dollar volume of residential mortgage loan originations
and refinancings during the first six months of 1994, when compared
with the last six months of 1993, reflects a $41.3 million decrease.
Also included in the 1994 dollar volume and number of residential
mortgage loan originations are $27.0 million and 731 loans originated
under the Company's program for low-to-moderate income borrowers on
which the origination fees are waived.

The following table provides the dollar volume and the number of
residential mortgage loan originations and refinancings during the
first six months of 1994 and 1993.

<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------
1994 1993
-------- --------
(Dollars in thousands)
<S> <C> <C>
Residential mortgage loan originations and refinancings:
Dollar volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $210,499 $171,090
Number of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,394 2,612
</TABLE>

On a nominal basis, net interest income increased 6.4% to total
$69.7 million for the second quarter of 1994 as compared to $65.5
million in the second quarter of 1993. On a fully tax-equivalent
basis, net interest income was $71.9 million and $68.0 million for the
second quarters of 1994 and 1993, respectively. The improvement in net
interest income between the second quarters of 1994 and 1993 was also
attributable to an increased volume of interest-earning assets. The
net yield declined to 4.39% for the current quarter from 4.54% for the
second quarter of 1993.

The following table summarizes the changes in net interest income
on a fully tax-equivalent basis, by major category of interest-earning
assets and interest-bearing liabilities, identifying changes related to
volumes, rates, and changes related to both volumes and rates.
Nonaccrual loans are included in the loan volumes used to calculate the
following analysis of net interest income; however, interest collected
on such loans is usually recorded as a reduction in loans outstanding
and is excluded from interest income.

<TABLE>
<CAPTION>
Comparison of Three-Month Periods Ended
June 30, 1994 to 1993
---------------------------------------------
Total Change Attributable to
---------------------------------
Change Volume Yield/Rate Combination
-------- -------- ---------- -----------
(In thousands)
<S> <C> <C> <C> <C>
Increase (decrease) in:
Interest income:
Loans and leases(1) . . . . . . . . . . . . . . . . . $7,069 $ 9,865 $ (2,372) $ (424)
Interest-bearing deposits in other
financial institutions . . . . . . . . . . . . . . . (37) (43) 20 (14)
Federal funds sold and securities
purchased under agreements to resell . . . . . . . . (56) (132) 108 (32)
Taxable investment securities . . . . . . . . . . . . 809 2,135 (1,301) (25)
Tax-preferred investment securities(1). . . . . . . . (909) (537) (405) 33
Trading account securities(1) . . . . . . . . . . . . (26) (20) (12) 6
------ ------- -------- --------
Total interest income change. . . . . . . . . . . . 6,850 11,268 (3,962) (456)
------ ------- -------- --------

Interest expense:
Savings and interest checking . . . . . . . . . . . . (1,190) 557 (1,721) (26)
Time deposits . . . . . . . . . . . . . . . . . . . . (2,051) (1,237) (853) 39
Federal funds purchased and securities
sold under agreements to repurchase. . . . . . . . . 3,170 1,797 823 550
Federal Home Loan Bank borrowings . . . . . . . . . . 3,066 2,746 101 219
Other borrowings. . . . . . . . . . . . . . . . . . . 258 250 4 4
Long-term debt. . . . . . . . . . . . . . . . . . . . (279) (276) (5) 2
------ ------- -------- --------
Total interest expense change . . . . . . . . . . . 2,974 3,837 (1,651) 788
------ ------- -------- --------

Increase (decrease) in net interest
income on a taxable equivalent basis(1) . . . . . . . 3,876 $ 7,431 $ (2,311) $ (1,244)
------ ======= ======== ========
Decrease in taxable equivalent adjustment. . . . . . . 338
------

Net interest income change . . . . . . . . . . . . . . $4,214
======
<FN>
__________

(1) Computed on a tax-equivalent basis assuming a marginal tax rate of 35%.

</TABLE>
<TABLE>
<CAPTION>
Comparison of Six-Month Periods Ended
June 30, 1994 to 1993
---------------------------------------------
Total Change Attributable to
---------------------------------
Change Volume Yield/Rate Combination
-------- -------- ---------- -----------
(In thousands)
<S> <C> <C> <C> <C>
Increase (decrease) in:
Interest income:
Loans and leases(1) . . . . . . . . . . . . . . . . . $9,890 $18,489 $ (7,429) $ (1,170)
Interest-bearing deposits in other
financial institutions . . . . . . . . . . . . . . . (71) (82) 32 (21)
Federal funds sold and securities
purchased under agreements to resell . . . . . . . . (785) (848) 166 (103)
Taxable investment securities . . . . . . . . . . . . (574) 6,811 (6,787) (598)
Tax-preferred investment securities(1). . . . . . . . (1,368) (88) (1,292) 12
Trading account securities(1) . . . . . . . . . . . . (24) (15) (11) 2
------ ------- -------- --------
Total interest income change. . . . . . . . . . . . 7,068 24,267 (15,321) (1,878)
------ ------- -------- --------

Interest expense:
Savings and interest checking . . . . . . . . . . . . (2,728) 1,390 (3,898) (220)
Time deposits . . . . . . . . . . . . . . . . . . . . (4,831) (2,281) (2,666) 116
Federal funds purchased and securities
sold under agreements to repurchase. . . . . . . . . 5,285 3,828 813 644
Federal Home Loan Bank borrowings . . . . . . . . . . 5,469 5,056 88 325
Other borrowings. . . . . . . . . . . . . . . . . . . 169 221 (36) (16)
Long-term debt. . . . . . . . . . . . . . . . . . . . (591) (536) (85) 30
------ ------- -------- --------
Total interest expense change . . . . . . . . . . . 2,773 7,678 (5,784) 879
------ ------- -------- --------

Increase (decrease) in net interest
income on a taxable equivalent basis(1) . . . . . . . 4,295 $16,589 $ (9,537) $ (2,757)
------ ======= ======== ========
Decrease in taxable equivalent adjustment. . . . . . . 506
------

Net interest income change . . . . . . . . . . . . . . $4,801
======
<FN>
__________

(1) Computed on a tax-equivalent basis assuming a marginal tax rate of 35%.

</TABLE>

The following table presents average balances, interest income and
expense, and yields and rates on a fully tax-equivalent basis for the
three-month periods ended June 30, 1994 and 1993.

<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------------------------------
June 30, 1994 June 30, 1993
---------------------------- ----------------------------
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
---------- -------- ------ ---------- -------- ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets:
Interest-Earning Assets:
Loans and leases(1)(2) . . . . . . . . . . . . $3,426,357 $ 71,853 8.41% $2,973,114 $ 64,784 8.73%
Interest-bearing deposits in other
financial institutions . . . . . . . . . . . . 1,937 27 5.52 6,068 64 4.19
Federal funds sold and securities purchased
under agreements to resell . . . . . . . . . . 38,821 384 3.97 55,364 440 3.19
Investment securities:
Taxable . . . . . . . . . . . . . . . . . . . 2,883,090 41,445 5.75 2,739,295 40,636 5.94
Tax-preferred(1) . . . . . . . . . . . . . . 205,386 6,364 12.39 221,769 7,273 13.12
Trading account securities(1) . . . . . . . . . 1,615 20 4.87 2,802 46 6.59
---------- -------- ---------- --------
Total interest-earning assets(1). . . . . . 6,557,206 120,093 7.34 5,998,412 113,243 7.56
Cash and due from banks . . . . . . . . . . . . . 391,323 350,432
Bank premises and equipment . . . . . . . . . . . 152,070 129,591
Income receivable and other assets . . . . . . . 130,436 153,847
Intangible assets, net . . . . . . . . . . . . . 76,629 61,443
Allowance for credit losses . . . . . . . . . . . (69,911) (76,474)
---------- ----------
Total assets . . . . . . . . . . . . . . . $7,237,753 $6,617,251
========== ==========

Liabilities And Stockholders' Equity:
Interest-Bearing Liabilities:
Interest-bearing deposits:
Savings and interest checking . . . . . . . . $2,175,935 $ 12,556 2.31% $2,091,269 $ 13,746 2.64%
Time under $100,000 . . . . . . . . . . . . . 1,952,877 20,829 4.28 2,047,562 23,409 4.59
Time of $100,000 or more. . . . . . . . . . . 373,425 3,804 4.09 391,831 3,275 3.35
---------- -------- ---------- --------
Total interest-bearing deposits . . . . . . 4,502,237 37,189 3.31 4,530,662 40,430 3.58
Federal funds purchased and securities
sold under agreements to repurchase. . . . . . 599,649 5,847 3.91 358,622 2,677 2.99
Federal Home Loan Bank borrowings . . . . . . . 421,266 4,362 4.15 135,165 1,296 3.85
Other borrowings. . . . . . . . . . . . . . . . 44,979 491 4.38 21,659 233 4.30
Long-term debt . . . . . . . . . . . . . . . . 9,427 307 13.04 17,827 586 13.16
---------- -------- ---------- --------
Total interest-bearing liabilities . . . . 5,577,558 48,196 3.47 5,063,935 45,222 3.58
-------- --------
Noninterest-bearing deposits. . . . . . . . . . . 997,885 934,215
Other liabilities and minority interest in
subsidiaries . . . . . . . . . . . . . . . . . . 69,421 58,396
---------- ----------
Total liabilities . . . . . . . . . . . . . 6,644,864 6,056,546
Preferred stockholders' equity . . . . . . . . . 100,000 102,511
Common stockholders' equity . . . . . . . . . . . 492,889 458,194
---------- ----------
Total stockholders' equity . . . . . . . . 592,889 560,705
---------- ----------
Total liabilities and stockholders' equity. $7,237,753 $6,617,251
========== ==========
Net interest income(1). . . . . . . . . . . . . . . $ 71,897 $ 68,021
======== ========

Rate Analysis:
Interest income/interest-earning assets(1). . . . 7.34% 7.56%
Interest expense/interest-earning assets. . . . . 2.95 3.02
----- -----
Net yield on earning assets(1). . . . . . . 4.39% 4.54%
===== =====
<FN>
_________

(1) Income and rates are stated on a tax-equivalent basis assuming a marginal tax rate of 35%.
(2) Nonaccrual loans are included in loans and leases.

</TABLE>

The following table presents average balances, interest income and
expense, and yields and rates on a fully tax-equivalent basis for the
six-month periods ended June 30, 1994 and 1993.

<TABLE>
<CAPTION>
Six Months Ended
-----------------------------------------------------------
June 30, 1994 June 30, 1993
---------------------------- ----------------------------
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
---------- -------- ------ ---------- -------- ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets:
Interest-Earning Assets:
Loans and leases(1)(2) . . . . . . . . . . . . $3,361,284 $138,397 8.29% $2,937,586 $128,507 8.80%
Interest-bearing deposits in other
financial institutions . . . . . . . . . . . . 2,317 60 5.25 6,236 131 4.22
Federal funds sold and securities purchased
under agreements to resell . . . . . . . . . . 31,877 563 3.56 85,842 1,348 3.17
Investment securities:
Taxable . . . . . . . . . . . . . . . . . . . 2,785,226 77,176 5.55 2,561,168 77,750 6.08
Tax-preferred(1) . . . . . . . . . . . . . . 217,727 13,174 12.10 219,059 14,542 13.28
Trading account securities(1) . . . . . . . . . 2,370 64 5.38 2,866 88 6.18
---------- -------- ---------- --------
Total interest-earning assets(1). . . . . . 6,400,801 229,434 7.20 5,812,757 222,366 7.68
Cash and due from banks . . . . . . . . . . . . . 378,161 342,597
Bank premises and equipment . . . . . . . . . . . 150,003 127,339
Income receivable and other assets . . . . . . . 133,104 175,796
Intangible assets, net . . . . . . . . . . . . . 70,080 61,414
Allowance for credit losses . . . . . . . . . . . (69,014) (76,161)
---------- ----------
Total assets . . . . . . . . . . . . . . . $7,063,135 $6,443,742
========== ==========

Liabilities And Stockholders' Equity:
Interest-Bearing Liabilities:
Interest-bearing deposits:
Savings and interest checking . . . . . . . . $2,173,319 $ 24,735 2.30% $2,068,739 $ 27,463 2.68%
Time under $100,000 . . . . . . . . . . . . . 1,908,570 40,240 4.25 1,995,125 46,071 4.66
Time of $100,000 or more. . . . . . . . . . . 371,928 7,456 4.04 388,896 6,456 3.35
---------- -------- ---------- --------
Total interest-bearing deposits . . . . . . 4,453,817 72,431 3.28 4,452,760 79,990 3.62
Federal funds purchased and securities
sold under agreements to repurchase. . . . . . 575,554 10,129 3.55 321,629 4,844 3.04
Federal Home Loan Bank borrowings . . . . . . . 339,283 6,872 4.08 73,757 1,403 3.84
Other borrowings. . . . . . . . . . . . . . . . 32,801 654 4.02 22,512 485 4.34
Long-term debt . . . . . . . . . . . . . . . . 11,627 692 11.91 20,103 1,283 12.76
---------- -------- ---------- --------
Total interest-bearing liabilities . . . . 5,413,082 90,778 3.38 4,890,761 88,005 3.63
-------- --------
Noninterest-bearing deposits. . . . . . . . . . . 980,876 924,482
Other liabilities and minority interest in
subsidiaries . . . . . . . . . . . . . . . . . . 68,402 75,724
---------- ----------
Total liabilities . . . . . . . . . . . . . 6,462,360 5,890,967
Preferred stockholders' equity . . . . . . . . . 100,000 102,511
Common stockholders' equity . . . . . . . . . . . 500,775 450,264
---------- ----------
Total stockholders' equity . . . . . . . . 600,775 552,775
---------- ----------
Total liabilities and stockholders' equity. $7,063,135 $6,443,742
========== ==========

Net interest income(1). . . . . . . . . . . . . . . $138,656 $134,361
======== ========

Rate Analysis:
Interest income/interest-earning assets(1). . . . 7.20% 7.68%
Interest expense/interest-earning assets. . . . . 2.86 3.05
----- -----
Net yield on earning assets(1). . . . . . . 4.34% 4.63%
===== =====
<FN>
_________

(1) Income and rates are stated on a tax-equivalent basis assuming a marginal tax rate of 35%.
(2) Nonaccrual loans are included in loans and leases.

</TABLE>

Provision for Credit Losses

The provisions for credit losses were $275,000 and $6.1 million for
the first six months of 1994 and 1993, respectively. There was no
provision for credit losses in the second quarter of 1994. The
provision for the second quarter of 1993 was $2.9 million. Pooled
companies accounted for $3.7 million and $2.5 million of the 1993 six
month and second quarter provisions for credit losses, respectively.
In addition, the lower provision for credit losses in 1994 reflects the
continued improvement in credit quality as demonstrated by a lower
level of nonperforming assets and net recoveries in the current half
year as compared to the same period of 1993, and the strong allowance
for credit losses. Net recoveries for the first six months of 1994
totaled $232,000 ($127,000 in the second quarter) as compared to net
charge-offs of $9.5 million ($8.1 million in the second quarter) or
.65% of average loans for the first six months of 1993. Charge-offs
recorded by pooled companies totaled $7.1 million for the first six
months of 1993 and $6.6 million for the second quarter of 1993.
Nonperforming loans at June 30, 1994 were $24.1 million, down from
$36.1 million at June 30, 1993. The June 30, 1994 allowance for credit
losses of $73.6 million was 305.70% of nonperforming loans at that
date, compared to the June 30, 1993 ratio of allowance for credit
losses to nonperforming loans of 206.09%.

Noninterest Income

Total noninterest income was $51.0 million for the first six months
of 1994, representing an increase of $6.8 million or 15.3% over the
$44.2 million recorded in the comparative period of 1993. Investment
securities gains realized during the first six months of 1994 totaled
$3.6 million compared to $963,000 in the first six months of 1993.
Substantially all of the securities gains recognized in the first six
months of 1994 were recorded in the first quarter. In anticipation of
rising interest rates, the Company elected to sell $448.7 million of
its available-for-sale securities, accounting for the first quarter
1994 investment securities gains. Investment securities sold in the
second quarter of $151.4 million were principally acquired in the
Equity acquisition and no gain or loss was recognized. Fees collected
in the normal course of business increased $3.7 million or 8.6% to
total $46.9 million for the first six months of 1994 from $43.2 million
in the same period of 1993. Approximately 47% of the increase in fee
income was attributable to business combinations accounted for as
purchases.

The most significant changes in fee income between the first six
months of 1994 and 1993 occurred in trust fees, service charges on
deposit accounts, and bank card fees. The $1.2 million or 13.4%
increase in trust fees was the result of increased sales efforts which
generated new trust business. The $2.7 million or 16.9% increase in
service charges was attributable to both consumer and commercial
customers. These increased revenues were due to a reduction in waived
fees and a larger volume of fee-based transactions. Bank card fees
increased $1.4 million which reflects internal growth plus the
acquisition of Equity, including its credit card division that services
approximately 77,000 customer accounts.

Brokerage and annuity sales commissions were $2.2 million for the
first six months of 1994 compared to $2.9 million for the same period
of 1993. The lower brokerage and annuity sales commissions were
attributable to a reduced volume of brokerage transactions associated
with uncertain market conditions. Included in other fee income for the
first six months of 1994 was a $143,000 loss on the sale of residential
mortgage loans held for sale. For the first six months of 1993, sales
of residential mortgage loans held for sale resulted in gains of
$346,000, accounting for $489,000 of the decrease in other fee income.
Also included in other fee income were fees for providing data
processing services to unaffiliated banks of $62,000 and $542,000 for
the six-month periods ended June 30, 1994 and 1993, respectively.
These services have been substantially discontinued.

For the second quarter of 1994 noninterest income totaled $23.7
million, a $2.3 million or 10.6% increase over the 1993 second quarter
noninterest income of $21.4 million. Realized investment securities
gains of $62,000 in the 1994 second quarter were comparable to
historical results. During the second quarter of 1994 a gain of
$471,000 was realized on the sale of the Company's investment in a data
processing company which had been accumulated through various bank
acquisitions. Second quarter fee income totaled $23.2 million and
$21.2 million in 1994 and 1993, respectively. The increased fees
between the second quarters of 1994 and 1993 were the result of the
same factors that caused the year-to-date increases.

The following table provides an analysis of noninterest income
segregated between fees collected in the normal course of business and
other revenues for the three-month and six-month periods ended June 30,
1994 and 1993.

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------- -------------------------------
June 30, Percent June 30, Percent
-------------------- --------------------
1994 1993 Change 1994 1993 Change
-------- -------- ------- -------- -------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Fee income:
Trust fees . . . . . . . . . . . . . . . . . $ 4,313 $ 4,107 5.0% $ 9,755 $ 8,603 13.4%
Service charges on deposit accounts. . . . . 9,366 8,300 12.8 18,428 15,763 16.9
Bank card fees . . . . . . . . . . . . . . . 4,700 3,315 41.8 8,305 6,915 20.1
Brokerage and annuity sales commissions. . . 1,036 1,342 (22.8) 2,155 2,915 (26.1)
Trading account profits and commissions. . . 254 232 9.5 381 422 (9.7)
Real estate loan service fees. . . . . . . . 549 598 (8.2) 1,139 1,299 (12.3)
Safe deposit rent. . . . . . . . . . . . . . 381 356 7.0 863 771 11.9
Travelers and official check fees
and item handling charges . . . . . . . . . 629 640 (1.7) 1,234 1,169 5.6
Insurance premiums . . . . . . . . . . . . . 469 386 21.5 896 734 22.1
Other. . . . . . . . . . . . . . . . . . . . 1,461 1,879 (22.2) 3,709 4,569 (18.8)
------- ------- ------- -------
Total fee income . . . . . . . . . . . . . 23,158 21,155 9.5 46,865 43,160 8.6

Other revenues:
Investment securities gains. . . . . . . . . 62 208 (.7) 3,626 963 2.8X
Gain on sale of acquired stock . . . . . . . 471 -- 471 --
RTC reimbursements . . . . . . . . . . . . . -- 63 -- 63
------- ------- ------- -------
Total noninterest income . . . . . . . . . $23,691 $21,426 10.6 $50,962 $44,186 15.3
======= ======= ======= =======

Fee income (annualized)/average assets . . . 1.28% 1.28% 1.34% 1.35%
Noninterest income (annualized)/
average assets. . . . . . . . . . . . . . . 1.31% 1.30% 1.46% 1.38%

</TABLE>

Noninterest Expense

Noninterest expense decreased $3.5 million or 2.7% to total $124.9
million for the first six months of 1994 as compared to $128.4 million
for the comparable period of 1993. Noninterest expense for both
periods includes certain nonoperating items such as net costs of
operation of other real estate and nonperforming assets, merger and
integration costs, and other unusual items.

In the first six months of 1994, the gains from sales of other real
estate and nonperforming assets exceeded the costs of operation of such
assets resulting in a net gain of $403,000, as compared to the net
costs of operation of other real estate and nonperforming assets in the
first six months of 1993 of $2.4 million. The 1993 cost was
principally attributable to a pooled company. Merger and integration
costs associated with poolings of interests totaled $2.8 million and
$3.2 million for the first six months of 1994 and 1993, respectively.
SBC, a prior-year business combination accounted for as a pooling of
interests, settled a lawsuit during the first six months of 1993
resulting in $313,000 of lawsuit settlement cost.

Operating expense amounted to $122.4 million and $122.2 million for
the first six months of 1994 and 1993, respectively. Operating expense
for the first six months of 1994 was approximately $3.8 million greater
than operating expense for the same period of 1993 because of business
combinations accounted for as purchases. On the other hand, the 1993
operating expense includes: $1.2 million accelerated data processing
hardware depreciation and software amortization related to the
Company's commitment to improve its technology and systems; and $2.8
million of additional core deposit intangibles amortization and
$768,000 of FDIC exit/entrance fee amortization both associated with
disintermediation of acquired deposits. Also reflected in the higher
1993 intangible asset amortization was an acceleration of purchased
mortgage servicing rights amortization. The increased amortization was
associated with a more rapid pay-off of mortgage loans serviced for
other investors. Amortization of purchased mortgage servicing rights
was $425,000 in the first six months of 1994 as compared to $1.2
million for the same period of 1993.

The Company's efficiency ratio (operating expense/fee income plus
tax-equivalent net interest income) was 66.00% for the first six months
of 1994 as compared to 68.84% for the same period of 1993. Operating
expenses in both six-month periods reflect: the large number of
acquisitions and the substantial commitment of Company resources
required for thorough assessment of credit and other business risks;
software systems conversion and operations consolidation of acquired
entities; and advertising, training, and other costs associated with
instilling the BANK IV sales and credit culture, products, and
services. The efficiency ratio will continue to be affected by due
diligence and other acquisition costs as long as the Company engages in
an active acquisition program; however, the expense should represent a
smaller portion of total expenses as the company grows.

Noninterest expense for the second quarter decreased $2.3 million
to total $61.7 million in 1994 as compared to $64.0 million in the
second quarter of 1993. Net costs of operations of other real estate
and nonperforming assets were $2.2 million in the second quarter of
1993, principally associated with a pooled company. By comparison, the
second quarter of 1994 reflects a small gain. Merger and integration
costs were $2.2 million lower in the second quarter of 1994 when
compared to the second quarter of 1993. The decreases in these two
expense categories were partially offset by the $2.5 million increase
in operating expense. Operating expense totaled $61.8 million and
$59.3 million for the second quarters of 1994 and 1993, respectively.
The operating expenses of the 1994 and 1993 purchase acquisitions
accounted for substantially all of the increase in operating expense
between the second quarters.
The following table presents an analysis of noninterest expense for
the three-month and six-month periods ended June 30, 1994 and 1993,
respectively.
<TABLE>
<CAPTION>

Three Months Ended Six Months Ended
------------------------------- -------------------------------
June 30, Percent June 30, Percent
-------------------- --------------------
1994 1993 Change 1994 1993 Change
-------- -------- ------- -------- -------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Salaries and employee benefits . . . . . . . . . $ 30,732 $ 29,369 4.6% $ 60,894 $ 56,154 8.4%
Furniture and equipment . . . . . . . . . . . . 5,413 5,130 5.5 11,023 11,802 (6.6)
Net occupancy . . . . . . . . . . . . . . . . . 4,105 4,131 (.6) 8,323 8,257 .8
FDIC insurance . . . . . . . . . . . . . . . . . 3,199 2,682 19.3 6,262 6,684 (6.3)
Bank card . . . . . . . . . . . . . . . . . . . 1,989 1,659 19.9 3,809 3,525 8.1
Advertising and public relations . . . . . . . . 2,285 1,515 50.8 4,389 3,768 16.5
Communication . . . . . . . . . . . . . . . . . 909 927 (1.9) 1,884 1,732 8.8
Postage and freight . . . . . . . . . . . . . . 1,713 1,366 25.4 3,339 2,894 15.4
Supplies, printed materials and forms. . . . . . 1,222 1,240 (1.5) 2,417 2,817 (14.2)
Federal Reserve service fees . . . . . . . . . . 436 366 19.1 843 703 19.9
Loan acquisition and maintenance . . . . . . . . 750 617 21.6 1,437 1,106 29.9
Outside service fees . . . . . . . . . . . . . . 867 1,165 (25.6) 1,706 2,625 (35.0)
Consulting fees . . . . . . . . . . . . . . . . 305 296 3.0 906 641 41.3
Other professional fees and examinations . . . . 1,416 1,851 (23.5) 2,541 3,062 (17.0)
Amortization of intangible assets . . . . . . . 2,355 2,307 2.1 4,394 7,738 (43.2)
Other . . . . . . . . . . . . . . . . . . . . . 4,116 4,708 (12.6) 8,275 8,706 (5.0)
-------- -------- -------- --------

Total operating expense . . . . . . . . . . . 61,812 59,329 4.2 122,442 122,214 .2
Net costs of operation of other real
estate and nonperforming assets . . . . . . . . (263) 2,208 (403) 2,448
Merger and integration costs . . . . . . . . . . 117 2,314 (94.9) 2,768 3,215 (13.9)
Minority interest. . . . . . . . . . . . . . . . 61 113 (46.0) 84 225 (62.7)
Lawsuit settlement . . . . . . . . . . . . . . . -- -- -- -- 313 --
-------- -------- -------- --------
Total noninterest expense. . . . . . . . . . . $ 61,727 $ 63,964 (3.5) $124,891 $128,415 (2.7)
======== ======== ======== ========

Noninterest expense (annualized)/average assets. 3.42% 3.88% 3.57% 4.02%
Noninterest expense less noninterest
income (annualized)/average assets . . . . . . 2.11% 2.58% 2.11% 2.64%
Operating expense less fee income
(annualized)/average assets . . . . . . . . . . 2.14% 2.31% 2.16% 2.47%
Operating expense/fee income plus
tax-equivalent net interest income. . . . . . . 65.03% 66.53% 66.00% 68.84%
</TABLE>

Income Taxes

Effective January 1, 1993, the Company changed its method of
accounting for income taxes from the deferred method to the liability
method required by Financial Accounting Standard ("FAS") No. 109,
"Accounting for Income Taxes." The cumulative effect of adopting FAS
No. 109 as of January 1, 1993 was to increase net income by $10.6
million.

Income tax expense amounted to $20.5 million and $9.5 million for
the first six months of 1994 and 1993, respectively. For the second
quarters of 1994 and 1993 income tax expense was $10.8 million and $4.6
million respectively. The higher tax expense in the current-year
periods was principally attributable to a higher level of income before
taxes. The lower effective tax rate in 1993 reflects changes in the
valuation allowance for deferred tax assets associated with pooled
entities which reduced income tax expense in that year, as well as a
higher level of tax-preferred income on obligations of states and
political subdivisions.

Statements of Condition

Total assets amounted to $7.6 billion and $7.0 billion at June 30,
1994 and 1993, respectively. Between June 30, 1993 and June 30, 1994,
the Company completed two bank acquisitions accounted for as purchases.
Assets acquired in these two transactions totaled $745.2 million. The
statements of condition for all the periods presented include four
business combinations accounted for as poolings of interests. In
aggregate these pooled companies had assets of $933.6 million. The
following sections describe the changes in the major Statement of
Condition categories.

Loans and Leases

Between June 30, 1994 and 1993, loans and leases increased $554.7
million or 18.1% to total $3.6 billion at June 30, 1994. Increases
were realized in various commercial and retail categories. Loans added
through bank purchase transactions totaled $297.3 million and internal
loan growth was $367.5 million, exclusive of the sale of $110.1
million of 1-4 family mortgages.

The commercial loan categories increased an aggregate of $374.1
million or 21.6% to total $2.1 billion at June 30, 1994. These
increases are attributable to a continued emphasis on business
development efforts and increasing credit demands associated with the
strengthening of the economy in Kansas and Oklahoma.

The $101.1 million increase in the 1-4 family mortgage portfolio
between June 30, 1994 and June 30, 1993 primarily reflects originations
and the refinancing activity which was stimulated by relatively low
mortgage interest rates prior to early 1994. In connection with the
Company's asset and liability management strategies, $110.1 million of
residential mortgage loans were classified as held for sale at December
31, 1993. These loans were sold during the first quarter of 1994.

The following table shows the composition of loans and leases at
June 30, 1994, December 31, 1993, and June 30, 1993.

<TABLE>
<CAPTION>
June 30, December 31, June 30,
1994 1993 1993
------------ ------------ ------------
(In thousands)
<S> <C> <C> <C>
Commercial:
Commercial and industrial . . . . . . . . . . . . . . . . . . $ 939,958 $ 889,024 $ 841,060
Agriculture . . . . . . . . . . . . . . . . . . . . . . . . . 231,431 196,029 168,097
Energy. . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,126 77,962 51,769
Bank stock. . . . . . . . . . . . . . . . . . . . . . . . . . 19,557 34,576 33,890
Real estate:
Construction. . . . . . . . . . . . . . . . . . . . . . . . 121,921 92,636 75,115
Permanent commercial real estate and other. . . . . . . . . 591,409 513,270 482,478
Lease financing . . . . . . . . . . . . . . . . . . . . . . . 69,506 40,195 32,525
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,569 42,505 44,468
---------- ---------- ----------
Total commercial loans. . . . . . . . . . . . . . . . . . 2,103,477 1,886,197 1,729,402
---------- ---------- ----------
Consumer:
Secured by 1-4 family residences, less unearned discount. . . 878,094 786,637 776,929
Residential mortgage loans held for sale. . . . . . . . . . . 3,595 110,132 2,687
Consumer, less unearned discount. . . . . . . . . . . . . . . 466,750 419,971 452,044
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . 125,408 93,007 78,457
Educational . . . . . . . . . . . . . . . . . . . . . . . . . 43,185 55,968 26,263
---------- ---------- ----------
Total consumer loans. . . . . . . . . . . . . . . . . . . 1,517,032 1,465,715 1,336,380
---------- ---------- ----------

Total loans and leases. . . . . . . . . . . . . . . . . $3,620,509 $3,351,912 $3,065,782
========== ========== ==========
</TABLE>

Commercial and Industrial: The Company's commercial and industrial
loans generally are made to middle market and small businesses.

Agriculture: Loans secured by feeder cattle and other livestock
accounted for approximately 65% of the agriculture portfolio at June
30, 1994. The remainder of the agriculture portfolio is secured by
equipment, farm assets and accounts receivable and inventory, none of
which represent a significant concentration.

Energy: Loans secured by proven oil and gas reserves constitute
substantially all of the energy loan portfolio. Generally, the Company
will loan no more than 60% of the discounted value of such proven
reserves. Annual engineering reports are required on all production
loans of $250,000 or more. These reports include cash flow analyses on
all properties and provide estimates of remaining recoverable reserves,
rates of recovery, operating expenses, and taxes. There are no oil rig
acquisition loans, and loans to well-servicing companies and suppliers
are not material.

Bank Stock: Loans for the purpose of purchasing a material interest
in a bank make up this portfolio.

Commercial Real Estate: Most of the construction loans are for 1-4
family residential construction and development. At June 30, 1994,
approximately 53% of the portfolio was in the Kansas metropolitan
markets of Wichita, Topeka and Kansas City. The Tulsa and Oklahoma
City markets represented an additional 30% of this portfolio.

Permanent commercial real estate loans include loans in the
Company's market for small office buildings/parks; neighborhood strip
shopping centers; small manufacturing machine shop buildings; office
warehouse properties; medical offices; and loans for purposes other
than funding the acquisition of the collateral properties and in which
cash flows from the properties are not the principal source of
repayment. Also included in this portfolio are loans for the financing
of apartment buildings in the Company's five metropolitan markets.
Most of these loans are "mini-perms" with five-year maturities. The
remaining commercial real estate loans are secured by farmland.

Secured by 1-4 Family Residences: The 1-4 family residence
portfolio consists of loans secured by residences located primarily in
Kansas and Oklahoma and is principally permanent first mortgage loans
with the remainder consisting of home equity loans. At June 30, 1994,
this portfolio included $87.5 million of seasoned, performing loans
acquired in 1990 and 1991 as part of the S&L deposit assumptions.

Residential Mortgage Loans Held For Sale: At June 30, 1994, $3.6
million of fixed-rate residential first mortgage loans were held for
sale in the secondary market. Residential mortgage loans held for sale
are carried at the lower of cost or market value determined on an
aggregate basis.

Concentrations: The Company makes most of its loans within Kansas,
Oklahoma, and the contiguous states or to Kansas and Oklahoma based
customers that do business in other states. At June 30, 1994, the
Company had 21 lending relationships in which the aggregate loan amount
exceeded $7 million; of these, 9 were $10 million or more. The Company
had no single lending relationship with an aggregate loan amount
outstanding in excess of $20 million. The Company had no industry
concentrations greater than 10.0% of total loans outstanding and no
foreign loans at June 30, 1994.

Nonperforming Assets

Nonperforming assets consist of nonaccrual loans, troubled debt
restructurings, and other real estate and nonperforming assets. A loan
is placed on nonaccrual status when principal or interest is due and
has remained unpaid for 90 days or more unless the loan is both well
secured and in the process of collection. A currently performing loan
also may be placed on nonaccrual status when there is reasonable doubt
as to the ability of the borrower to continue to pay principal or
interest. Nonaccrual loans at June 30, 1994 included $6.9 million of
these "performing/nonperforming" loans. Troubled debt restructurings
are those loans for which the original contractual terms have been
modified to provide a concession because of a deterioration in the
borrower's financial condition. Other real estate and nonperforming
assets include assets acquired from loan settlements and foreclosures.

Generally, principal and interest payments received on nonaccrual
loans are applied as reductions of principal. For this reason and
because of charge-offs, the book value of such loans understates the
remaining contractual obligation of the borrowers. As of June 30,
1994, the carrying value of nonaccrual loans had been charged down to
64.4% of the customers' contractual principal obligations. Also, the
carrying values of other real estate and nonperforming assets have been
written down to current estimates of their fair values less a reserve
for the estimated costs to sell the properties.

The following table presents nonperforming assets and those loans
which are contractually past due 90 days or more as to principal or
interest payments.

<TABLE>
<CAPTION>
June 30, December 31, June 30,
1994 1993 1993
------------ ------------ ------------
(Dollars in thousands)
<S> <C> <C> <C>
Nonaccrual loans . . . . . . . . . . . . . . . . . . . . . . . . . $23,787 $34,040 $30,976
Troubled debt restructurings . . . . . . . . . . . . . . . . . . . 280 290 5,082
------- ------- -------

Total nonperforming loans. . . . . . . . . . . . . . . . . . . . . 24,067 34,330 36,058
Other real estate and nonperforming assets . . . . . . . . . . . . 8,553 9,787 16,987
------- ------- -------

Total nonperforming assets . . . . . . . . . . . . . . . . . . . $32,620 $44,117 $53,045
======= ======= =======

Past due loans (90 days or more) . . . . . . . . . . . . . . . . . $13,044 $ 9,108 $16,565
======= ======= =======

Nonperforming assets/period-end loans plus
other real estate and nonperforming assets. . . . . . . . . . . . .90% 1.31% 1.72%
==== ==== ======

Nonperforming assets/period-end assets . . . . . . . . . . . . . . .43% .64% .76%
==== ==== ======
</TABLE>

Nonperforming assets decreased $20.4 million or 38.5% from June 30,
1993 to total $32.6 million at June 30, 1994. At June 30, 1994, total
nonperforming assets represented .90% of total loans plus other real
estate owned and nonperforming assets and .43% of total assets as
compared to 1.72% of total loans plus other real estate owned and
nonperforming assets and .76% of total assets at June 30, 1993.
Current and prior-year pooled companies represent $8.8 million of the
June 30, 1994 total nonperforming assets compared to $18.8 million for
those same companies at June 30, 1993. Banks purchased subsequent to
June 30, 1993 added $662,000 to nonperforming assets.

Management continues to focus on asset quality. An emphasis is
placed on pro-active management of problem credits, early detection of
potential problems, and timely charge-offs. A due diligence team is
responsible for assessing potential problem loans in banks to be
acquired prior to the execution of a definitive agreement. A separate
work-out department is responsible for the resolution and collection of
problem assets. An analysis of nonperforming loans by type is provided
in the following table. There are no significant concentrations of
nonperforming loans in any one market or industry.

<TABLE>
<CAPTION>
June 30, December 31, June 30,
1994 1993 1993
------------ ------------ ------------
(Dollars in thousands)
<S> <C> <C> <C>
Commercial and industrial . . . . . . . . . . . . . . . . . . . . $10,922 $14,789 $13,452
Agriculture. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,198 1,526 1,191
Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 421 510 93
Real Estate:
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . 363 1,343 1,513
Secured by 1-4 family residences . . . . . . . . . . . . . . . . 1,375 2,457 3,768
Permanent commercial real estate and other . . . . . . . . . . . 8,239 11,668 14,333
Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,438 1,930 1,570
Lease financing . . . . . . . . . . . . . . . . . . . . . . . . . 111 107 138
------- ------- -------

Total nonperforming loans. . . . . . . . . . . . . . . . . . . . $24,067 $34,330 $36,058
======= ======= =======

Nonaccrual loans/nonaccrual loans and prior charge-offs. . . . . . 64.38%
=====
</TABLE>

Potential Problem Loans

Certain loans classified for regulatory purposes as doubtful,
substandard, or special mention are included in the nonperforming loan
table. Also included in the classified loans are certain other loans
which are deemed to be potential problems.

Potential problem loans are those loans which are currently
performing but where known information about trends or uncertainties or
possible credit problems of the borrowers causes management to have
concerns as to the ability of such borrowers to comply with present
repayment terms, possibly resulting in the transfer of such loans to
nonperforming status. These loans totaled $14.7 million at June 30,
1994.

Allowance for Credit Losses

The allowance for credit losses is the amount deemed by management
to be reasonably necessary to provide for possible losses on loans that
may become uncollectible. Additions to the allowance are charged to
expense as the provision for credit losses. Loan losses and recoveries
are charged or credited directly to the allowance. It is the Company's
policy to charge off any loan or portion of that loan when it is deemed
to be uncollectible in the ordinary course of business.

An evaluation of the overall quality of the portfolio is performed
to determine the necessary level of the allowance for credit losses.
This evaluation takes into consideration the classification of loans
and the application of loss estimates to these classifications. It is
the responsibility of management in each of the Company's markets to
classify its loans as pass, special mention, substandard, doubtful, or
loss. The classification criteria are established by the credit
administration function of the Company, which is independent of all
lending functions, and are intended to be consistent with the criteria
applied by federal banking system examiners. These classifications
take into consideration all sources of repayment, underlying
collateral, the value of such collateral, and current and anticipated
economic conditions, trends, and uncertainties. The Company has an
independent loan review function which periodically reviews the loans
and the classifications. The Company's bank subsidiaries also are
subjected to periodic examinations by the Office of the Comptroller of
the Currency.

Loss factors are developed by loan type and classification using
historical loss data and statistical modeling techniques. The
application of these loss factors to the portfolio classifications
combined with analyses of general economic conditions, trends in
portfolio volume, maturity, and composition, and estimates of potential
future losses on specific large loans and those loans requiring special
attention provide management with data essential to identify and
estimate the credit risk inherent in the portfolio. The allowance for
credit losses reflects the result of these estimates, and is deemed to
be adequate at each balance sheet date.

As of June 30, 1994, the allowance for credit losses equaled $73.6
million or 2.03% of total loans and leases and 305.70% of nonperforming
loans. Comparatively, the allowance for credit losses at June 30, 1993
amounted to $74.3 million or 2.42% of total loans and leases and
206.09% of nonperforming loans. The strong coverage ratio of the
allowance for credit losses to nonperforming loans at June 30, 1994
reflected the continuing emphasis management is placing on resolving
problem loans, reducing the risk profile of the Company, and prudently
reserving for identifiable risks.

The following table summarizes the changes in the allowance for
credit losses for the six-month periods ended June 30 and presents
selected related ratios. Prior period amounts have been restated for
the poolings of interests.

<TABLE>
<CAPTION>
1994 1993
---------- ----------
(Dollars in thousands)
<S> <C> <C>
Balance at January 1, as previously reported . . . . . . . . . . . . . . $ 66,368 $ 73,055
Adjustments for pooling of interests . . . . . . . . . . . . . . . . . 1,249 1,340
---------- ----------
Balance at January 1, as restated. . . . . . . . . . . . . . . . . . . 67,617 74,395
Allowance for credit losses of purchased bank. . . . . . . . . . . . . 5,449 3,266
---------- ----------
73,066 77,661
Charge-offs:
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . 2,619 8,851
Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255 6
Real estate:
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 112
Secured by 1-4 family residences . . . . . . . . . . . . . . . . . . 493 438
Permanent commercial real estate and other . . . . . . . . . . . . . 255 1,604
Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,608 2,038
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,062 738
Bank stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- --
Agriculture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 18
Lease financing . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 112
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 58
---------- ----------
Total charge-offs . . . . . . . . . . . . . . . . . . . . . . . . 6,466 13,975
---------- ----------

Recoveries:
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . 3,330 1,716
Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 173
Real estate:
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104 168
Secured by 1-4 family residences . . . . . . . . . . . . . . . . . . 189 46
Permanent commercial real estate and other . . . . . . . . . . . . . 1,177 949
Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,063 809
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177 260
Bank stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 99
Agriculture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 376 182
Lease financing . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 49
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132 55
---------- ----------
Total recoveries . . . . . . . . . . . . . . . . . . . . . . . . . 6,698 4,506
---------- ----------

Net loans and leases charged off (recovered) . . . . . . . . . . . . . . (232) 9,469
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . 275 6,121
---------- ----------

Balance at June 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 73,573 $ 74,313
========== ==========

Loans and leases at period-end . . . . . . . . . . . . . . . . . . . . . $3,620,509 $3,065,782
Average loans and leases . . . . . . . . . . . . . . . . . . . . . . . . $3,361,284 $2,937,586

Net (recoveries) charge-offs (annualized)/average loans and leases . . . (.01)% .65%
Allowance for credit losses/period-end nonperforming loans . . . . . . . 305.70% 206.09%
Allowance for credit losses/period-end nonperforming assets. . . . . . . 225.55% 140.09%
Allowance for credit losses/period-end loans and leases. . . . . . . . . 2.03% 2.42%

</TABLE>

Investment Portfolio

The book values of investment securities at June 30, 1994, December
31, 1993, and June 30, 1993 are presented in the tables below.

Held-to-maturity
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1994 1993 1993
---------- ------------ ----------
(In thousands)
<S> <C> <C> <C>
U.S. Treasury obligations . . . . . . . . . . . . . . . . . . . . . $ 98,084 $ 16,329 $ 343,712
Obligations of U.S. government agencies and corporations:
Mortgage-backed . . . . . . . . . . . . . . . . . . . . . . . . . 1,733,417 1,753,662 2,368,781
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 262,581 4,259 266,538
Obligations of states and political subdivisions . . . . . . . . . 16,776 16,838 245,842
Other securities:
Commercial paper. . . . . . . . . . . . . . . . . . . . . . . . . 69,000 -- --
Bankers' acceptances. . . . . . . . . . . . . . . . . . . . . . . 16,943 -- --
Collateralized auto receivables . . . . . . . . . . . . . . . . . 2,283 12,364 19,856
Corporate notes and bonds . . . . . . . . . . . . . . . . . . . . -- -- 36,942
Foreign debt securities . . . . . . . . . . . . . . . . . . . . . 2,050 2,155 2,256
Money market mutual funds . . . . . . . . . . . . . . . . . . . . 361 212 117
---------- ---------- ----------

Total debt securities . . . . . . . . . . . . . . . . . . . . . 2,201,495 1,805,819 3,284,044

Federal Home Loan Bank stock. . . . . . . . . . . . . . . . . . . 37,645 24,911 21,233
Federal Reserve Bank stock. . . . . . . . . . . . . . . . . . . . 13,347 12,637 8,608
Other equity securities . . . . . . . . . . . . . . . . . . . . . 1,567 1,559 1,584
---------- ---------- ----------

Total, at amortized cost. . . . . . . . . . . . . . . . . . . . $2,254,054 $1,844,926 $3,315,469
========== ========== ==========

Market value in excess of (less than) book value. . . . . . . . . . $ (57,456) $ 1,823 $ 70,846
========== ========== ==========
</TABLE>

Available-for-sale
<TABLE>
<CAPTION>
June 30, December 31,
1994 1993
---------- ------------
(In thousands)
<S> <C> <C>
U.S. Treasury obligations . . . . . . . . . . . . . . . . . . . . . $ 289,521 $ 308,331
Obligations of U.S. government agencies and corporations:
Mortgage-backed . . . . . . . . . . . . . . . . . . . . . . . . . 149,800 218,848
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287,723 306,276
Obligations of states and political subdivisions . . . . . . . . . 192,567 242,933
Other securities:
Collateralized credit card receivables. . . . . . . . . . . . . . 60,050 --
Corporate notes and bonds . . . . . . . . . . . . . . . . . . . . 40,486 40,237
---------- ----------

Total debt securities . . . . . . . . . . . . . . . . . . . . . 1,020,147 1,116,625

Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . 959 1,151
---------- ----------

Total, at estimated fair value. . . . . . . . . . . . . . . . $1,021,106 $1,117,776
========== ==========
</TABLE>

At December 31, 1993, the Company elected to adopt Financial
Accounting Standard ("FAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." In accordance with FAS No.
115, prior period financial statements were not restated to reflect the
change in accounting principle. Pursuant to FAS No. 115 the securities
classified as available-for-sale are carried at fair value. The total
carrying value of the available-for-sale securities portfolio included
unrealized losses of $7.1 million at June 30, 1994 and unrealized gains
of $41.2 million at December 31, 1993.

Exclusive of the adjustment to fair value for the available-for-sale
portfolio, total investment securities decreased $33.2 million between
June 30, 1994 and 1993. During the first quarter of 1994, in
anticipation of rising interest rates, the Company elected to sell
$448.7 million of its available-for-sale securities, accounting for the
first quarter 1994 investment securities gains. Investment securities
sold in the second quarter of $151.4 million were principally acquired
in the Equity acquisition and no gain or loss was recognized. This
reduction in the investment securities portfolio was offset by
acquisition transactions accounted for as purchases which added $269.3
million of investment securities.

Excluding U.S. Treasury obligations and obligations of U.S.
government agencies and corporations, there were no security holdings
of any one issuer at June 30, 1994 that exceeded 10% of consolidated
stockholders' equity.

At June 30, 1994 the held-to-maturity portfolio included $468.5
million of floating-rate mortgage-backed securities guaranteed by the
Federal National Mortgage Association. The yields on these securities
float on a monthly basis with the Federal Home Loan Bank ("FHLB") Board
11th District average cost of funds, which reduces the interest rate
risk associated with these investments as the changes in the cost of
funds index have historically correlated with the changes in the
Company's cost of funds. Also included in the held-to-maturity
portfolio at June 30, 1994 were $745.4 million of collateralized
mortgage obligations ("CMO"). These investments are secured by
mortgage-backed securities guaranteed by agencies of the U.S.
government. Of this CMO portfolio, $149.1 million also float on a
monthly basis, most with the FHLB 11th District average cost of funds.
The remaining $596.3 million of fixed-rate CMOs in the held-to-maturity
portfolio are comprised of classes with an anticipated remaining
average duration of two to three years. The June 30, 1994 available-
for-sale mortgage-backed securities portfolio is comprised principally
of securities issued by U.S. government agencies and corporations with
an estimated average duration of up to five years.

Scheduled principal reductions and prepayments of mortgage-backed
securities were approximately $321.4 million during the first six
months of 1994. The volume of principal reductions and prepayments
combined with the Company's strong liquidity position (which is
described in the Asset and Liability Management Section) demonstrates
the Company's ability to hold a substantial portion of its investment
securities to maturity.

Deposits

Total deposits increased $224.7 million or 4.1% between June 30,
1994 and 1993. During the second quarter of 1994, the Company acquired
$545.0 million of deposits through acquisitions accounted for as
purchases. The increased deposits from the acquisitions were partially
offset by the attrition of time deposits associated with the recent low
interest rates offered on these instruments. In response to perceived
customer needs for a higher yield, time deposit products were offered
which provided the customer with the opportunity to reprice the
instruments during their term. At June 30, 1994, $248.1 million of
these adjustable-rate time deposits were outstanding. Certain
customers have reinvested maturing deposits in alternative investment
instruments and some of these customers have purchased annuities,
mutual funds, and other investments through the Company, resulting in
increased fee income. Core deposits (demand, interest checking,
savings, and time deposits under $100,000) represented 92.19% of total
deposits at June 30, 1994 compared to 92.40% at June 30, 1993.

Asset and Liability Management

Interest Rate Risk: The Company manages its assets and liabilities
to control the exposure of its net interest income and capital to risks
associated with interest rate changes and to achieve consistent growth
in net interest income. Interest rate risk is evaluated using various
tools, including interest sensitivity gap and simulation analysis.
From time to time, interest rate swaps are used to modify the interest
sensitivity position inherent in the repricing characteristics of
specific assets or liabilities. The net interest received or paid on
the interest rate swaps is accounted for as an adjustment to the
interest income or interest expense on the assets or liabilities,
respectively, that the swap was intended to modify. Net interest
income for the six months ended June 30, 1994 includes $407,000
attributable to interest rate swaps. The effect of interest rate swaps
on the first half of 1993 was to reduce net interest income by $3,000.

At June 30, 1994 and 1993 interest rate swaps were as follows:
<TABLE>
<CAPTION>
June 30, 1994
-----------------------------------------------------------------
Weighted
Notional Average Weighted Average Rate
--------------------------
Amount Term Received Paid
---------- -------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Receive fixed rate . . . . . . . . . . . . $151,000 24 months (1) 6.05% 4.60%
Pay fixed rate . . . . . . . . . . . . . . 100,000 10 months 4.35% 4.25%

</TABLE>
<TABLE>
<CAPTION>
June 30, 1993
-----------------------------------------------------------------
Weighted
Notional Average Weighted Average Rate
--------------------------
Amount Term Received Paid
---------- -------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Receive fixed rate . . . . . . . . . . . . $ 51,000 35 months (1) 5.89% 3.22%
Pay fixed rate . . . . . . . . . . . . . . 200,000 16 months 3.28% 3.94%

<FN>
- -----------

(1) The term of $50.0 million of these swaps may extend up to an additional 48 months after the initial term depending on the
variable rate index at the end of the initial term and each quarter thereafter as compared to that same index when the swaps
were initiated.
</TABLE>

Activity in interest rate swaps is summarized below:
<TABLE>
<CAPTION>
Receive Pay
Fixed Rate Fixed Rate
---------- ----------
(Notional amounts, in thousands)
<S> <C> <C>
Balance, January 1, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000 $ --
Additions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 200,000
-------- --------

Balance, June 30, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51,000 $200,000
======== ========

Balance, January 1, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51,000 $200,000
Additions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 --
Maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (100,000)
-------- --------

Balance, June 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $151,000 $100,000
======== ========
</TABLE>

The following table presents the Company's interest sensitivity gap
position as of June 30, 1994. This table depicts the timing of the
contractual maturity or repricing of most assets and liabilities at
this date. Fixed-rate mortgage-backed securities are included in
repricing-maturity categories based upon estimates of prepayments
provided by a third-party market information service. These estimates
may vary depending upon both the volatility and the level of market
interest rates in relationship to the coupon rates of the underlying
mortgages. Interest-bearing checking and savings deposits are included
in the under-three-month category. This table does not indicate the
effect the repricing of assets and liabilities would have on net
interest income. Also, it does not reflect interest rate exposures,
such as basis risk, prepayment risk, intra-period sensitivity, and the
effect of interest rate floors and ceilings associated with certain
financial instruments.

<TABLE>
<CAPTION>
Repricing Maturity
--------------------------------------------------------------------------------
Over Three Over Six Over One
Under Through Through Through Over
Three Six Twelve Five Five Noninterest-
Months Months Months Years Years bearing Total
---------- --------- --------- --------- ---------- ----------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Loans and leases. . . . . . $1,836,702 $ 161,312 $ 297,724 $ 842,388 $453,572 $ 28,811 $3,620,509
Investments and trading
account securities . . . . 927,844 152,274 311,340 1,692,285 200,281 (7,031) 3,276,993
Other earning assets . . . 16,961 1,169 -- 336 68 -- 18,534
Nonearning assets . . . . . -- -- -- -- -- 729,496 729,496
---------- --------- --------- ---------- -------- ---------- ----------
Total assets . . . . . . $2,781,507 $ 314,755 $ 609,064 $2,535,009 $653,921 $ 751,276 $7,645,532
========== ========= ========= ========== ======== ========== ==========
Liabilities and
stockholders' equity:
Deposits. . . . . . . . . . $3,036,385 $ 386,238 $ 435,581 $ 865,793 $ 7,263 $ 991,521 $5,722,781
Federal funds purchased
and securities sold under
agreements to repurchase . 639,369 -- -- -- -- -- 639,369
Federal Home Loan Bank
borrowings . . . . . . . . 324,190 50,000 91,800 25,000 -- -- 490,990
Other borrowings. . . . . . 82,715 -- -- -- -- -- 82,715
Long-term debt . . . . . . 4,432 413 4,425 195 67 -- 9,532
Other liabilities . . . . . -- -- -- -- -- 107,148 107,148
Stockholders' equity . . . -- -- -- -- -- 592,997 592,997
---------- --------- --------- ---------- -------- ---------- -----------
Total liabilities and
stockholders' equity . . $4,087,091 $ 436,651 $ 531,806 $ 890,988 $ 7,330 $1,691,666 $7,645,532
========== ========= ========= ========== ======== ========== ==========

Interest rate swaps . . . . . $ (51,000) $ -- $ (86,000) $ 137,000 $ -- $ -- $ --
Repricing gap adjusted
for interest rate swaps. . . (1,356,584) (121,896) (8,742) 1,781,021 646,591 (940,390) --
Cumulative adjusted
repricing gap. . . . . . . . (1,356,584)(1,478,480)(1,487,222) 293,799 940,390 -- --
Cumulative adjusted rate-
sensitive assets/
rate-sensitive liabilities . .68 .68 .73 (*) (*) (*)

<FN>
- ------------

(*) Not meaningful.
</TABLE>

The Company has a negative cumulative repricing gap in the one-year
horizon. Consequently, it is more sensitive to a rising rate
environment which could adversely impact the net interest margin.
Simulation modeling has demonstrated that a sudden and large increase
in rates or a dramatic narrowing in the spread between asset yields and
liability costs would result in an adverse impact on the net interest
margin; however, the adverse impact is more moderate if interest rates
increase gradually.

Liquidity: The Company's consolidated statements of cash flows are
presented elsewhere in this report. These statements distinguish cash
flows as operating, investing, and financing. They provide a
historical accounting of the Company's ability to generate cash
required to meet its customers' and creditors' demands. Certain
statement-of-condition items and ratios are indicative of the Company's
liquidity position at June 30, 1994. The loans-to-deposits and loans-
to-assets ratios averaged 61.85% and 47.59%, respectively, during the
first six months of 1994. Average core deposits (demand, interest
checking, savings, and time deposits under $100,000) represented 92.15%
of total deposits and 70.90% of average assets during the six-month
period.

At June 30, 1994, federal funds purchased, securities sold under
agreements to repurchase, Federal Home Loan Bank borrowings, and other
borrowings totaled $1.2 billion. At that same date, additional
borrowing liquidity was also available in the form of $602.6 million of
unpledged investment securities classified as held-to-maturity which
could secure short-term borrowing requirements. In addition,
substantial liquidity is available from the available-for-sale
securities which could secure short-term borrowings or be sold.
Regular maturities and prepayments of investment securities,
particularly the mortgage-backed securities, also generate significant
liquidity. Scheduled principal reductions and prepayments on the
mortgage-backed securities approximated $321.4 million during the
second quarter of 1994.

The Company had commitments to extend credit at June 30, 1994,
including standby letters of credit of $101.0 million, commercial
letters of credit of $19.1 million, unused credit card lines of $477.6
million, $79.0 million of commitments to fund 1-4 family residential
mortgage loans, and other loan commitments of $1.2 billion. Some of
these commitments will not be fully utilized, others will expire
without being drawn upon, and the commitments will not all be used at
the same time. Accordingly, management anticipates that the Company
has ample liquidity to meet these and other demands.

Capital Resources

At June 30, 1994, total stockholders' equity was $593.0 million or
7.76% of total assets compared to $561.1 million or 8.00% of total
assets at June 30, 1993. Reducing total stockholders' equity at June
30, 1994 were $4.4 million in unrealized losses on available-for-sale
securities pursuant to FAS No. 115. For the first six months of 1994,
total stockholders' equity averaged $600.8 million or 8.51% of average
assets. The prior year-to-date average equity was $552.8 million or
8.58% of average assets.

Banking system regulators apply two measures of capital adequacy to
banking companies: the risk-based capital and leverage ratios. The
risk-based capital rules provide for the weighting of assets and
off-balance-sheet commitments and contingencies according to prescribed
risk categories ranging from 0 to 100%. Regulatory capital is then
divided by risk-weighted assets to determine the risk-adjusted capital
ratios. The leverage ratio supplements the risk-based capital
guidelines by placing a constraint on the degree to which a banking
company can leverage its equity capital, regardless of the balance
sheet composition. The leverage ratio is computed by dividing Tier I
capital by quarter-to-date average assets less certain intangibles.

The following table presents the Company's risk-based capital and
leverage ratios together with the required minimums. The banking
system regulators have proposed to amend the regulatory capital rules
to include net unrealized gains and losses on available-for-sale
securities in Tier I capital; however, at June 30, 1994, the proposed
change had not been finalized. Accordingly, the ratios in the
following table exclude the $4.4 million net unrealized loss on
available-for-sale securities.

<TABLE>
<CAPTION>
June 30,
-------------------------------
1994 1993
------------ ------------
(Dollars in thousands)
<S> <C> <C>
Tier I capital:
Common stockholders' equity . . . . . . . . . . . . . . . . . . . . . . $ 500,442 $ 460,548
Preferred stockholders' equity. . . . . . . . . . . . . . . . . . . . . 96,920 100,561
Less intangible assets (1) . . . . . . . . . . . . . . . . . . . . . . (97,532) (67,543)
---------- ----------
Total Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . 499,830 493,566
---------- ----------
Tier II capital:
Allowance for credit losses (2) . . . . . . . . . . . . . . . . . . . . 56,977 48,078
---------- ----------
Total regulatory capital. . . . . . . . . . . . . . . . . . . . . . $ 556,807 $ 541,644
========== ==========
Risk-weighted assets and off-balance-sheet commitments and contingencies. $4,558,032 $3,845,959
========== ==========
Adjusted average assets (3) . . . . . . . . . . . . . . . . . . . . . . . $7,138,633 $6,549,708
========== ==========
</TABLE>

<TABLE>
<CAPTION>
Regulatory
Minimums
----------
Risk-based capital ratios:
<S> <C> <C> <C>
Tier I . . . . . . . . . . . . . . . . . . . . . . . . 4.00% 10.97% 12.83%
Total . . . . . . . . . . . . . . . . . . . . . . . . . 8.00 12.22 14.08
Leverage ratio . . . . . . . . . . . . . . . . . . . . . 3.00 7.00 7.54
<FN>
___________

(1) All intangible assets except purchased mortgage servicing rights of $2.8 million and purchased credit card
relationships of $9.1 million are subtracted from capital.
(2) The allowance for credit losses is limited to 1.25% of risk-weighted assets.
(3) Quarter-to-date average assets less all intangibles except purchased mortgage servicing rights and purchased
credit card relationships.
</TABLE>

As indicated in the preceding table, the Company's risk-based and
leverage capital ratios substantially exceed the minimums required by
banking system regulators. If the regulatory capital rules had been
amended to include the net unrealized loss on available-for-sale
securities in Tier I capital, the Company's risk-based and leverage
ratios at June 30, 1994 would have been as follows:

June 30, 1994
----------------

Risk-based capital ratios:
Tier I . . . . . . . . . . . . . . . 10.87%
Total. . . . . . . . . . . . . . . . 11.92
Leverage ratio . . . . . . . . . . . . 6.94

Including the net unrealized gains and losses on available-for-sale
securities in regulatory capital computations could result in more
volatile regulatory capital levels. However, it is the Company's
intention to simulate the estimated volatility various interest rate
forecasts could have on the net unrealized gains or losses in the
available-for-sale portfolio and maintain capital levels in excess of
those required by the regulators including the consideration of this
volatility.

The Federal Deposit Insurance Corporation adopted final regulations
under the Federal Deposit Insurance Corporation Improvement Act,
effective June 16, 1992. A bank is typically defined to be "well
capitalized" if it maintains a Tier I capital ratio of at least 6.0%,
a total risk-based capital ratio of at least 10.0% and a leverage
ratio of at least 5.0%. It is the Company's intention to maintain
sufficient capital in each of its bank subsidiaries to permit them to
maintain a "well capitalized" designation. The capital ratios for both
of the Company's subsidiary banks exceeded the "well capitalized"
regulatory capital requirements at June 30, 1994.

For 1993, the Company's board of directors had authorized the
purchase of up to 500,000 shares of the Company's common stock to be
used for general corporate purposes. A separate board of directors'
action in December 1993 authorized the purchase of an additional 71,518
shares to be used to acquire the minority interests in the subsidiaries
of First Dodge City Bancshares, Inc., a 1994 acquisition. A total of
111,518 shares were purchased in 1993, 40,000 shares for general
corporate purposes and 71,518 shares specifically for the pending
acquisition. The purchase of up to 500,000 common shares, or the
equivalent in depositary shares representing interests in the Company's
Class A Cumulative Preferred Stock, or a combination of the two has
been authorized for 1994. A Board of Directors action in April 1994
specifically reserved the purchase of 400,000 shares under this
previous authorization to be used for the acquisition of Oklahoma
Savings, Inc. ("OSI"). Through June 30, 1994, 356,684 shares of the
Company's common stock had been purchased to be used in the OSI
acquisition.

Acquisitions

Shares of the Company's common stock to be used in the OSI
acquisition have been purchased. Funding for the currently pending
cash purchase acquisition will be derived from available funds.

Parent Company Funding Sources and Dividends

The ability of the parent company to fund various operating expenses
and dividend requirements is dependent in part on its ability to derive
funds from its bank subsidiaries. Historically, these funds have been
primarily provided by intercompany dividends. Intercompany dividends
amounted to $92.6 million and $58.1 million for the six-month periods
ended June 30, 1994, and 1993, respectively. The approval of the
Comptroller of the Currency ("Comptroller") is required if total
dividends declared by a national bank in any one year exceed the bank's
net profits for that year plus the profits for the two preceding years
retained by the bank. The Comptroller's approval was required and
received for the 1994 and 1993 dividends. At June 30, 1994, BANK IV
Kansas could distribute $18.0 million in dividends without the approval
of the Comptroller. BANK IV Oklahoma could distribute $1.1 million in
dividends without the approval of the Comptroller.

Because of the financial strength of the parent company and the
anticipated earnings capacity of both the BANK IV banks, it is
anticipated that the banks will be able to obtain permission from the
Comptroller to pay additional dividends in 1994 to the extent justified
by their respective financial condition and subject to the capital
requirements described in the next paragraph.

Because of the Company's intention to continue making acquisitions,
it is anticipated that the Comptroller will expect the BANK IV banks to
maintain the greater of a 6.0% leverage ratio or a 10.0% total risk-
based capital ratio. These ratios exceed the otherwise applicable
minimum regulatory requirements of a 3.0% leverage ratio and an 8.0%
total risk-based capital ratio. At June 30, 1994, the BANK IV banks'
aggregate capital exceeded the amount required by the greater of a 6.0%
leverage or a 10.0% risk-based capital ratio by approximately $23.5
million.

The parent company had approximately $43.3 million of cash and
short-term investments at June 30, 1994. In addition, the parent
company had available a $75.0 million committed line of credit from an
unaffiliated bank to be used for general corporate purposes. During
the second quarter of 1994, $60.0 million was borrowed against the
line. On July 1, 1994, this line of credit was converted to a Credit
Agreement under which the Company may borrow up to $50,000,000 on a
revolving basis at anytime prior to June 30, 1996. The amount borrowed
under the agreement was reduced to $40,000,000 also at July 1, 1994.
The parent company also has a term loan outstanding from an
unaffiliated bank in the amount of $8.8 million at June 30, 1994. This
note bears interest at 8.6% and matures in March 1995. Principal
payments of approximately $4.4 million are payable semiannually on the
last day of March and September. The borrowing agreements subject the
Company to certain restrictions and covenants related to, among others,
tangible net worth and the maintenance of specific ratios related to
leverage, funded debt, total indebtedness, nonperforming loans, and
nonperforming assets. The parent company is currently in compliance
with all restrictions and covenants under both of these agreements.

PART II

Item 1. Legal Proceedings.

Except for the legal proceeding described in the next paragraph,
neither Registrant nor any of its subsidiaries is a party to any
pending legal proceedings required to be disclosed in this Item.
Because of the nature of their businesses, the BANK IV banks are at all
times subject to legal actions, which are ordinary routine litigation
incidental to their normal business operations. Claims in various
amounts of up to approximately $20,000,000 have been asserted; however,
after consultation with its legal counsel, Registrant does not
anticipate that any potential liabilities arising from these claims
would have a material effect on the results of operations.

BANK IV Kansas and the United States Department of Justice have
settled an action against BANK IV Kansas seeking statutory civil
penalties and injunctive relief for alleged violations of the Clean Air
Act and regulations promulgated thereunder. The lawsuit, filed in the
United States District Court for the District of Kansas, is captioned
United States of America v. BANK IV Kansas, et al., Case No. 93-2315-
KVH. The lawsuit originated from the demolition by the bank of an
apartment building in Independence, Kansas, which allegedly contained
asbestos-containing building materials. A consent decree entered into
on June 13, 1994, provided for the payment of $127,500. The settlement
has been paid.

Item 5. Other Information.

PENDING ACQUISITIONS

The Company has entered into definitive agreements with two holding
companies to acquire the financial institutions shown in the following
table.

<TABLE>
<CAPTION>
Assets Number of
June 30, 1994 Cash Expected Shares Expected Accounting
Bank (Unaudited) To Be Paid To Be Issued Method
----- -------------- ------------- --------------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Security Bank & Trust Company
Blackwell, OK ("Security") . . . . . . . . . . . $ 49,307 $ 7,900 -- Purchase

The Stillwater Savings and Loan Association
Stillwater, OK ("Stillwater"). . . . . . . . . . 96,676 -- 371,573 Purchase
---------- -------- ---------

Total. . . . . . . . . . . . . . . . . . . . . $ 145,983 $ 7,900 371,573
========== ======== =========
</TABLE>

Both agreements are subject to various conditions, including
obtaining regulatory approvals and the banks or holding companies
meeting specified net worth requirements and in the case of Stillwater,
the receipt of a "fairness" opinion from the investment banking firm
that has been advising its parent's board of directors. The required
regulatory approvals for the Security and Stillwater acquisitions are
in the process of being obtained. The Company anticipates consummating
these transactions in the fourth quarter of 1994.

The Company continues to be engaged in an active acquisition
program. Pursuant to that program, the Company is presently
considering or participating in discussions concerning additional
acquisitions. However, except for the pending transactions described
in this section, as of August 10, 1994, the Company has no binding
commitments or agreements, to acquire any additional financial
institutions, but additional acquisition agreements may be negotiated
or entered into at any time.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

The following exhibits are filed herewith:

2.01 Stock Purchase and Merger Agreement, dated as of June 23,
1994, among Fourth Financial Corporation, and BANK IV
Oklahoma, National Association as Purchasers, Security
Bank and Trust Company, and The Stockholders of Blackwell
Security Bancshares, Inc., as Sellers and exhibits
thereto.

2.02 Agreement and Plan of Reorganization, dated as of July 21,
1994, between Fourth Financial Corporation and Oklahoma
Savings, Inc. and exhibits thereto.

10.01 Credit Agreement dated as of July 1, 1994 between Registrant
and Continental Bank.

(b) Reports on Form 8-K

During the quarter ended June 30, 1994, Registrant filed a report
on Form 8-K dated June 17, 1994, in which Registrant reported under
Item 5 its Termination Agreement between Registrant and Great
Southern Bancorp, Inc. Item 7 included the News Release dated June
15, 1994.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

FOURTH FINANCIAL CORPORATION

Date August 10, 1994 /s/ Darrell G. Knudson
-------------------------- -------------------------------
Darrell G. Knudson
Chairman of the Board
(Chief Executive Officer)

Date August 10, 1994 /s/ Michael J. Shonka
-------------------------- -------------------------------
Michael J. Shonka
Sr. Vice President and
Chief Financial Officer
(Principal Financial Officer)

Exhibit 2.01

STOCK PURCHASE AND MERGER AGREEMENT

among

FOURTH FINANCIAL CORPORATION, and
BANK IV OKLAHOMA, NATIONAL ASSOCIATION
as Purchasers

SECURITY BANK AND TRUST COMPANY

and

THE STOCKHOLDERS OF BLACKWELL
SECURITY BANCSHARES, INC.,
as Sellers

Dated as of June 23, 1994

TABLE OF CONTENTS

Page #
------

ARTICLE I. Definitions. . . . . . . . . . . . . . . . .2
Section 1.1 Definitions. . . . . . . . . . . . . . . . .2
Section 1.2 Accounting Terms . . . . . . . . . . . . . .5
Section 1.3 Use of Defined Terms . . . . . . . . . . . .5

ARTICLE II. Sale and Transfer of Stock; Merger; Closing.6
Section 2.1 Sale of the Shares . . . . . . . . . . . . .6
Section 2.2 Purchase Price . . . . . . . . . . . . . . .6
Section 2.3 Closing. . . . . . . . . . . . . . . . . . .6
Section 2.4 Closing Deliveries . . . . . . . . . . . . .6

ARTICLE III. Agreements of the Parties. . . . . . . . . .7
Section 3.1 Agreements of Fourth and BANK IV . . . . . .7
Section 3.2 Agreements of Sellers. . . . . . . . . . . .8
Section 3.3 Divestiture of Real Property . . . . . . . 12

ARTICLE IV. Representations and Warranties . . . . . . 12
Section 4.1 Representations and Warranties of
Sellers and Bank . . . . . . . . . . . . . 12
Section 4.2 Representations and Warranties of
Fourth and BANK IV . . . . . . . . . . . . 22

ARTICLE V. Closing Conditions . . . . . . . . . . . . 24
Section 5.1 Conditions to Obligations of Fourth and
BANK IV. . . . . . . . . . . . . . . . . . 24
Section 5.2 Conditions to Obligations of Sellers and
Bank . . . . . . . . . . . . . . . . . . . 25

ARTICLE VI. Termination of Agreement . . . . . . . . . 26
Section 6.1 Mutual Consent; Termination Date . . . . . 26
Section 6.2 Election by Fourth and BANK IV . . . . . . 27
Section 6.3 Election by Sellers and Bank . . . . . . . 27

ARTICLE VII. Indemnification. . . . . . . . . . . . . . 27
Section 7.1 Effect of Closing. . . . . . . . . . . . . 27
Section 7.2 General Indemnification. . . . . . . . . . 28
Section 7.3 Procedure. . . . . . . . . . . . . . . . . 28
Section 7.4 Survival of Representations and
Warranties . . . . . . . . . . . . . . . . 29
Section 7.5 Several Liability of Sellers . . . . . . . 29

ARTICLE VIII. Escrow . . . . . . . . . . . . . . . . . . 30

ARTICLE IX. Delivery of Stock Certificates and
Appointment of Agents. . . . . . . . . . . 30
Section 9.1 Delivery of Stock Certificates . . . . . . 30
Section 9.2 Appointment of Agents. . . . . . . . . . . 30
Section 9.3 Replacement and Removal of Agents. . . . . 31

ARTICLE X. Miscellaneous. . . . . . . . . . . . . . . 32
Section 10.1 Expenses . . . . . . . . . . . . . . . . . 32
Section 10.2 Notices. . . . . . . . . . . . . . . . . . 32
Section 10.3 Effect of Fewer than All Sellers
Executing Agreement. . . . . . . . . . . . 32
Section 10.4 Life Insurance Policy. . . . . . . . . . . 32
Section 10.5 Lease of Office Space. . . . . . . . . . . 32
Section 10.6 Sale of Adjacent Property. . . . . . . . . 33
Section 10.7 Time . . . . . . . . . . . . . . . . . . . 33
Section 10.8 Law Governing. . . . . . . . . . . . . . . 33
Section 10.9 Entire Agreement; Amendment. . . . . . . . 33
Section 10.10 Successors and Assigns . . . . . . . . . . 33
Section 10.11 Cover, Table of Contents, and
Headings . . . . . . . . . . . . . . . . . 33
Section 10.12 Counterparts . . . . . . . . . . . . . . . 34
Section 10.13 Minimum Number of Sellers. . . . . . . . . 34

EXHIBITS

Exhibit "A" Agreement to Merge
Exhibit "B" Form of Crowe & Dunlevy legal opinion
Exhibit "C" Form of William W. Rodgers, Jr. Agreement
Exhibit "D" Form of James R. Rodgers Consulting and Marketing
Agreement

STOCK PURCHASE AND MERGER AGREEMENT

STOCK PURCHASE AND MERGER AGREEMENT, dated as of June 23,
1994, among FOURTH FINANCIAL CORPORATION, a Kansas corporation
("Fourth"); BANK IV OKLAHOMA, NATIONAL ASSOCIATION, a national
banking association ("BANK IV"); SECURITY BANK AND TRUST COMPANY,
an Oklahoma banking corporation ("Bank"); and the stockholders of
BLACKWELL SECURITY BANCSHARES, INC., an Oklahoma corporation
("BSB"), owning at least 90% of the capital stock of all classes of
BSB ("Sellers").

W I T N E S S E T H: That,
___________________

WHEREAS, Fourth is a bank holding company; and

WHEREAS, Fourth desires to acquire all, and not less than
all, of the issued and outstanding capital stock of all classes of
BSB subject to and pursuant to the terms of this Agreement; and

WHEREAS, BSB owns all of the issued and outstanding
capital stock of all classes of the Bank except for directors'
qualifying shares, all of which are subject to repurchase
agreements in favor of BSB; and

WHEREAS, the Sellers own an aggregate of at least 90% of
the issued and outstanding capital stock of all classes of BSB (the
"Shares"); and

WHEREAS, Fourth desires to merge the Bank into BANK IV,
a subsidiary of Fourth, immediately upon Fourth's acquisition of
the Shares; and

WHEREAS, each party hereto believes that the proposed
acquisition by Fourth of BSB and Bank pursuant to the terms and
conditions of this Agreement and the merger of the Bank into BANK
IV would be desirable and in their respective best interests;

NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto, intending to be legally
bound, agree as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. The following terms as used in this
Agreement shall have the following meanings unless the context
otherwise requires.

"Agents" means William W. Rodgers, Jr. and James R.
Rodgers (or any person appointed as successor Agent) acting in
their capacity as Agents pursuant to Article IX of this Agreement,
and "Agent" refers to either of them.

"This Agreement" refers to this Stock Purchase and Merger
Agreement and all amendments and exhibits hereto.

"Bank" means the Security Bank and Trust Company, an
Oklahoma banking corporation and a party to this Agreement.

"BANK IV" means BANK IV Oklahoma, National Association,
a national banking association and a party to this Agreement.

"Bank Holding Company Act" means the federal Bank Holding
Company Act of 1956, as amended (12 U.S.C. Section 1841 et seq.),
or any successor federal statute, and the rules and regulations of
the Board promulgated thereunder, all as the same may be in effect
at the time.

"Bank Stock" refers to the common stock of the Bank, par
value $25.00 per share.

"Board" means the Board of Governors of the Federal
Reserve System or any successor governmental entity which may be
granted powers currently exercised by the Board of Governors.

"BSB" means Blackwell Security Bancshares, Inc., an
Oklahoma corporation.

"BSB Stock" means the common stock of BSB, par value
$1.00 per share.

"Closing" shall mean the purchase and sale of the Shares
and the consummation of the Merger pursuant to this Agreement.

"Code" means the Internal Revenue Code of 1986, as
amended.

"Comptroller" means the United States Comptroller of the
Currency or any successor governmental agency which may be granted
powers currently exercised by the Comptroller of the Currency.

"Corporations" refers collectively to BSB, the Bank, and
all Subsidiaries of either BSB or the Bank, and "Corporation"
refers to any one of them.

"Disclosure Statement" means the Disclosure Statement
prepared by the Sellers and the Bank and delivered by the Sellers
and the Bank to Fourth and BANK IV prior to the execution and
delivery of this Agreement by Fourth.

"Effective Time" means the date and time on which the
Purchase and Merger are effected as more fully defined in this
Agreement.

"ERISA" means the Employee Retirement Income Security Act
of 1974, as amended, and the rules and regulations promulgated
thereunder, all as the same may be in effect at the time.

"Escrow Agent" means the Bank, acting as Escrow Agent
hereunder pursuant to Article VIII.

"FDIC" means the Federal Deposit Insurance Corporation or
any successor governmental agency which may be granted powers
currently exercised by the FDIC.

"Federal Deposit Insurance Act" means the Federal Deposit
Insurance Act, as amended, and the rules and regulations
thereunder, all as the same may be in effect at the time.

"Financial Statements" refers to all of the financial
statements described in clause g of Section 4.1 of this Agreement.

"Fourth" means Fourth Financial Corporation, a Kansas
corporation and a party to this Agreement.

"GAAP" means generally accepted accounting principles,
applied on a consistent basis, set forth in Opinions of the
Accounting Principles Board of the American Institute of Certified
Public Accountants and/or in statements of the Financial Accounting
Standards Board and/or their successors which are applicable in the
circumstances in question; and the requisite that such principles
be applied on a consistent basis means that the accounting
principles observed in a current period are comparable in all
material respects to those applied in a preceding period.

"Indemnifying Losses" shall have the meaning set forth in
Section 7.2 of this Agreement.

"Indemnitee" and "Indemnitees" shall have the meanings
set forth in Section 7.2 of this Agreement.

"Law" or "Laws" means all applicable statutes, laws,
ordinances, regulations, orders, writs, injunctions, or decrees of
the United States of America, any state or commonwealth, or any
subdivision thereof, or of any court or governmental department,
agency, commission, board, bureau, or other instrumentality.

"Litigation" means any proceeding, claim, lawsuit, and/or
investigation being conducted or, to the best of the knowledge of
the person or corporation making the representation, threatened
before any court or other tribunal, including, but not limited to,
proceedings, claims, lawsuits, and/or investigations, under or
pursuant to any occupational safety and health, banking, antitrust,
securities, tax, or other Laws, or under or pursuant to any
contract, agreement, or other instrument.

"Merger" means the merger of the Bank into BANK IV
pursuant to the Merger Agreement.

"Merger Agreement" means the Agreement to Merge,
substantially in the form of Exhibit "A" hereto.

"Permitted Contract" means a contract or agreement,
written or oral, between a Corporation, on the one hand, and a
person other than a customer of the Bank or another financial
institution, on the other hand, which (i) was entered into in the
ordinary course of business, (ii) may be terminated by Fourth or
BANK IV after the Effective Time on no more than 30 days' prior
notice, (iii) provides for a payment of no more than $500 in any
calendar month by a Corporation, and (iv) provides for no payment
upon termination in excess of $500.

"Purchase" means the purchase of Shares at the Closing
from Sellers by Fourth pursuant to this Agreement.

"Sellers" refers collectively to all of the persons
executing this Agreement at any time as Sellers, and "Seller"
refers to any one of them.

"Shares" means collectively all of the 216,701 issued and
outstanding shares of BSB Stock.

"Subsidiary" means any corporation fifty percent or more
of the common stock or other form of equity of which shall be
owned, directly or indirectly, by another corporation.

1.2. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with
GAAP consistent with that applied in the preparation of the
financial statements submitted pursuant to this Agreement, and all
financial statements submitted pursuant to this Agreement shall be
prepared in all material respects in accordance with such
principles except as provided in Section 4.1g of this Agreement.

1.3. Use of Defined Terms. All terms defined in this
Agreement shall have the defined meanings when used in any other
agreement, document, or certificate made or delivered pursuant to
this Agreement, unless the context otherwise requires.

ARTICLE II

SALE AND TRANSFER OF STOCK; MERGER; CLOSING

2.1. Sale of the Shares. Subject to the terms and
conditions of this Agreement, at the Closing, Sellers shall sell,
transfer, and deliver to Fourth, and Fourth shall purchase, all of
the Shares of BSB Stock owned by them for the Stock Purchase Price.

2.2. Purchase Price. (a) The total purchase price for
all of the Shares shall be the difference between $7,900,000 and
the aggregate after-tax cost of the environmental clean-up costs
described in Section 3.3; however, if the Closing has not occurred
on or before October 1, 1994, the purchase price will be increased
by the product of the average daily after-tax income of the Bank
for the three-month period ended September 30, 1994 (excluding the
effect of any accounting entries made in contemplation of the
Merger) multiplied by the number of days between October 1, 1994
and the date the Closing occurs.

(b) Merger. Subject to the terms and conditions of
this Agreement, at the Closing, the Merger shall be effected.

2.3. Closing. The Closing shall take place at the
offices of Foulston & Siefkin, 700 Fourth Financial Center,
Wichita, Kansas, at 10:00 a.m., or at such other time or place as
the parties may agree, on a date selected by Fourth upon giving
reasonable notice to Sellers, which, unless otherwise agreed, shall
be not later than 30 business days following the receipt of the
final regulatory approval required to effect the purchase of the
Shares and the expiration of all required waiting periods. The
parties agree to exert their best efforts to cause the Closing to
occur on or before October 31, 1994.

2.4. Closing Deliveries. At the Closing:

a. Sellers shall deliver to Fourth:

(i) certificates representing all of the
Shares, endorsed for transfer to Fourth, free and
clear of all encumbrances, liens, security
interests, claims, and equities whatsoever, duly
endorsed for transfer or accompanied by duly
executed stock powers or assignment forms;

(ii) such other documents including
officers' certificates as may be required by this
Agreement or reasonably requested by Fourth; and

(iii) the opinion of Crowe & Dunlevy,
counsel to Sellers and the Bank, substantially in
the form of Exhibit "B" hereto, with the opinion
of James R. Rodgers attached thereto.

b. Fourth shall deliver to the Sellers, by
delivery to the Agents, immediately available funds in
the total amount of the aggregate purchase price for all
of the Shares being purchased hereunder.

c. The Merger shall be consummated by the Bank
and BANK IV at the expense of BANK IV.

ARTICLE III

AGREEMENTS OF THE PARTIES

3.1. Agreements of Fourth and BANK IV.

a. Prior to the Effective Time, Fourth and BANK
IV, separately and with the other parties hereto, shall
use their best efforts in good faith to take or cause to
be taken as promptly as practicable all such steps as
shall be necessary to obtain (1) the prior approval of
the Board under the Bank Holding Company Act for the
acquisition by Fourth of direct or indirect ownership,
control or power to vote 100% of the voting shares of
the Bank, (2) the approval of the Comptroller to merge
the Bank into BANK IV, and (3) all other consents and
approvals of government agencies as are required by Law
or otherwise, and shall do any and all acts and things
deemed by Fourth to be necessary or appropriate in order
to cause the Purchase and the Merger to be consummated on
the terms provided herein as promptly as practicable.

3.2. Agreements of Sellers.

a. Prior to the Closing, Sellers shall not
permit any of the Corporations to, except with the prior
written consent of Fourth and BANK IV or as otherwise
provided in this Agreement:

(1) Amend its certificate of incorporation,
bylaws, or other charter documents, make any
change in its authorized, issued, or outstanding
capital stock, grant any stock options or right
to acquire shares of any class of its capital
stock or any security convertible into any class
of capital stock, purchase, redeem, retire, or
otherwise acquire (otherwise than in a fiduciary
capacity) any shares of any class of its capital
stock or any security convertible into any class
of its capital stock, or agree to do any of the
foregoing;

(2) Declare, set aside, or pay any dividend
or other distribution in respect of any class of
its capital stock;

(3) Adopt, enter into, or amend materially
any employment contract or any bonus, stock
option, profit sharing, pension, retirement,
incentive, or similar employee benefit program or
arrangement or grant any salary or wage increase,
except: (a) normal individual increases in
compensation to employees in accordance with
established employee procedures of the
Corporations; (b) bonuses in a maximum aggregate
amount of $50,000; and (c) payments in accordance
with the Fourth Financial Corporation Acquisition
Severance Schedule previously furnished to
Sellers;

(4) Incur any indebtedness for borrowed
money (except for federal funds, repurchase
agreements entered into in the ordinary and usual
course of business, deposits received by Bank,
endorsement, for collection or deposit, of
negotiable instruments received in the ordinary
and usual course of business, and issuance of
letters of credit by Bank in the ordinary and
usual course of business), assume, guarantee,
endorse, or otherwise as an accommodation become
liable or responsible for obligations of any
other individual, firm, or corporation;

(5) Pay or incur any obligation or
liability, absolute or contingent, other than
liabilities incurred in the ordinary and usual
course of business of the Corporations;

(6) Except for transactions in the ordinary
and usual course of business of Bank, mortgage,
pledge, or subject to lien or other encumbrance
any of its properties or assets;

(7) Except for transactions in the ordinary
and usual course of business of Bank (including,
without limitation, sales of assets acquired by
the Bank in the course of collecting loans),
sell, lease, or transfer any of its properties or
assets or cancel, release, or assign any
indebtedness owed to it or any claims held by it;

(8) Make any investment of a capital nature
in excess of $25,000 for any one item or group of
similar items either by the purchase of stock or
securities (not including bonds or collateralized
mortgage obligations purchased in the ordinary
and usual course of business by Bank),
contributions to capital, property transfers, or
otherwise, or by the purchase of any property or
assets of any other individual, firm, or
corporation;

(9) Enter into any other agreement not in
the ordinary and usual course of business;

(10) Merge or consolidate with any other
corporation, acquire any stock (except in a
fiduciary capacity), solicit any offers for any
Bank Stock, BSB Stock, or BSB preferred stock, or
a substantial portion of the assets of Bank or,
except in the ordinary course of business,
acquire any assets of any other person,
corporation, or other business organization, or
enter into any discussions with any person
concerning, or agree to do, any of the foregoing;

(11) Reduce the Bank's loan loss reserve for
any reason other than to reflect actual loan
losses; or

(12) Enter into any transaction or take any
action which would, if effected prior to the
Effective Time, constitute a breach of any of the
representations, warranties, or covenants
contained in this Agreement.

b. Prior to the Effective Time, Sellers shall
cause each of the Corporations to conduct its respective
business in the ordinary and usual course as heretofore
conducted and to use its best efforts (1) to preserve its
business and business organization intact, (2) to keep
available to Fourth and BANK IV the services of the
present officers and employees of the Bank, (3) to
preserve the good will of customers and others having
business relations with the Bank, (4) to maintain its
properties in customary repair, working order and
condition (reasonable wear and tear excepted), (5) to
comply with all Laws applicable to it and the conduct of
its businesses, (6) to keep in force at not less than
their present limits all existing policies of insurance,
(7) to make no material changes in the customary terms
and conditions upon which it does business, (8) to duly
and timely file all reports, tax returns, and other
documents required to be filed with federal, state,
local, and other authorities, and (9) unless it is
contesting the same in good faith and has established
reasonable reserves therefor, to pay when required to be
paid all taxes indicated by tax returns so filed or
otherwise lawfully levied or assessed upon it or any of
its properties and to withhold or collect and pay to the
proper governmental authorities or hold in separate bank
accounts for such payment all taxes and other assessments
which it believes in good faith to be required by law to
be so withheld or collected.

c. Prior to the Effective Time, Sellers shall
cause the Corporations, to the extent permitted by Law,
to give Fourth, BANK IV, and their counsel and
accountants full access, during normal business hours and
upon reasonable notice, to their respective properties,
books, and records, and to furnish Fourth and BANK IV
during such period with all such information concerning
their affairs as either of them may reasonably request.
Except for matters expressly disclosed in the Disclosure
Statement, the availability or actual delivery of
information about the Corporations to Fourth and BANK IV
shall not affect the covenants, representations, and
warranties of the Corporations contained in this
Agreement. Except for information disclosed in the
course of obtaining governmental approvals, Fourth and
BANK IV shall treat as confidential all such information
in the same manner as Fourth and BANK IV treat similar
confidential information of its own and, if this
Agreement is terminated, Fourth and BANK IV shall
continue to treat all such information obtained in such
investigation and not otherwise known to Fourth or BANK
IV, or already in the public domain, as confidential and
shall return such documents theretofore delivered by the
Corporations to Fourth and BANK IV as the Corporations
shall request.

d. Sellers shall cause BSB and the Bank,
separately and jointly with each other and with Fourth
and BANK IV, to each use its best efforts in good faith
to take or cause to be taken as promptly as practicable
all such steps as shall be necessary to obtain (1) the
prior approval of the Board under the Act for the
acquisition by Fourth of direct or indirect ownership,
control or power to vote 100% of the voting shares of the
Bank, (2) the prior approval of the Comptroller of the
Merger, and (3) all other consents and approvals of
government agencies as are required by Law or otherwise,
and shall do any and all acts and things reasonably
deemed by Fourth, BANK IV, or the Corporations to be
necessary or appropriate in order to cause the Purchase
and the Merger to be consummated on the terms provided
herein as promptly as practicable.

e. Each Seller agrees not to sell, pledge,
encumber, or otherwise hypothecate or transfer any shares
of BSB Stock prior to the Effective Time.

f. From the date hereof through the Effective
Time, Sellers shall cause the Bank to give BANK IV one
business day's advance notice by telephone or facsimile
to Robert Peterson, Assistant Vice President of BANK IV
Kansas, National Association, of all proposed securities
purchases or sales involving an aggregate price of
$100,000 or more. BANK IV shall not unreasonably object
to any such purchases or sales. If no objection is
received within such period of one business day, then the
Bank may proceed to make the proposed purchases or sales.

g. At or prior to the Effective Time, Sellers
shall cause BSB to acquire all shares of outstanding Bank
Stock not then owned by BSB, pursuant to existing
repurchase agreements.

3.3. Environmental Clean-Up; Divestiture of Real
Property. Immediately prior to the Closing, Sellers or their
designees shall purchase from the Bank the real property located at
Ninth and Doolin in Blackwell, Oklahoma, for a cash purchase price
in the amount of $90,000 (which is the book value of such property
as of May 31, 1994) plus the total after-tax amount the Bank shall
have spent on environmental remediation activities relating to such
property. At such time following the Closing as the Sellers or
their designees shall have remediated, in accordance with all
applicable Laws and to the reasonable, good faith satisfaction of
Fourth and BANK IV, any environmental contamination on such real
property resulting from the underground storage tanks located
thereon, including the removal of such underground storage tanks,
the Sellers or their designees shall sell to BANK IV, and BANK IV
shall purchase, such real property for a cash purchase price equal
to the then current book value of such property (not including any
amount spent before or after Closing on environmental remediation
activities) plus any after-tax non-environmental ownership
expenses, net of all income earned with respect to such property,
incurred by the Sellers or their designees between the Closing and
the date of purchase by BANK IV of such real property.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1. Representations and Warranties of Sellers and
Bank. Except as disclosed in the Disclosure Statement, Sellers and
Bank jointly and severally represent and warrant to Fourth and BANK
IV as follows:

a. Organization, Good Standing, and Authority.
BSB is a bank holding company duly registered pursuant to
the Bank Holding Company Act. Each of the Corporations
(other than Blackwell Security Business Trust) is a
corporation or bank duly organized, validly existing, and
in good standing under the laws of the jurisdiction of
its incorporation, and each has all requisite corporate
power and authority to conduct its business as it is now
conducted, to own its properties and assets, and to lease
properties used in its business. Blackwell Security
Business Trust is a business trust duly organized,
validly existing, and in good standing under the laws of
the State of Oklahoma and has full power and authority to
conduct its business as it is now conducted, to own its
properties and assets, and to lease property used in its
business. None of the Corporations has any Subsidiaries
except: (i) Bank and Blackwell Security Business Trust
are subsidiaries of BSB;, and (ii) Blackwell Security
Insurance Agency, Inc. is a Subsidiary of Blackwell
Security Business Trust. None of the Corporations is in
violation of its charter documents or bylaws, or of any
applicable Law in any material respect, or in default in
any material respect under any material agreement,
indenture, lease, or other document to which it is a
party or by which it is bound. The deposits of Bank are
insured by the FDIC to the extent provided by the Federal
Deposit Insurance Act and Bank has paid all assessments
and filed all reports required to be filed under the
Federal Deposit Insurance Act.

b. Binding Obligations; Due Authorization. This
Agreement constitutes the valid and binding obligations
of each Seller and Bank, and the Merger Agreement
constitutes the valid and binding obligation of Bank,
each enforceable against each of them in accordance with
the terms hereof and thereof, except as limited by
applicable bankruptcy, insolvency, reorganization,
moratorium, or other similar laws and equitable
principles affecting creditors' rights generally.

c. Absence of Default. The execution and the
delivery of this Agreement and the Merger Agreement, the
sale of the Shares, the Merger, and the consummation of
the other transactions contemplated hereby and thereby,
and the fulfillment of the terms hereof and thereof, will
not (1) conflict with, or result in a breach of the
terms, conditions, or provisions of, or constitute a
default under the organizational documents or bylaws of
any of the Corporations or under any agreement or
instrument under which any of the Corporations or any of
the Sellers is obligated, or (2) violate any Law to which
any of the Corporations or any of the Sellers is subject.

d. Capitalization. BSB is authorized to issue:
(i) 500,000 shares of common stock, par value $1.00 per
share, of which 216,701 shares are validly issued and
outstanding and 23,299 shares are held as treasury
shares; and (ii) 10,000 shares of preferred stock, par
value $52.50 per share, none of which is issued. The
Bank is authorized to issue 48,000 shares of capital
stock, par value $25.00 per share, all of which is issued
and outstanding. Blackwell Security Insurance Agency,
Inc. is authorized to issue 3,000 shares of common stock,
par value $1.00 per share, of which 500 shares are
validly issued and outstanding. Blackwell Security
Business Trust is authorized to issue 750 shares of
beneficial interest, par value $1.00 per share, of which
500 shares are validly issued and outstanding. BSB is
the owner, free and clear of all encumbrances, liens,
security interests, and claims whatsoever, of all 48,000
shares of Bank Stock, except for 280 shares of directors'
qualifying shares, all of which are subject to repurchase
agreements in favor of BSB, and all 750 shares of
beneficial interest of Blackwell Security Business Trust.

Blackwell Security Business Trust is the owner of all 500
shares of common stock of Blackwell Security Insurance
Agency, Inc., free and clear of all encumbrances, liens,
security interests, and claims whatsoever.

e. Charter Documents. True and correct copies
of the charter documents and bylaws of each of the
Corporations, with all amendments thereto, are included
in the Disclosure Statement as Exhibits "E-1" to "E-8."

f. Options, Warrants, and Other Rights. None of
the Corporations has outstanding any options, warrants,
or rights of any kind requiring it to sell or issue to
anyone any capital stock of any class and none of the
Corporations has agreed to issue or sell any additional
shares of its capital stock.

g. Financial Statements. Included in the
Disclosure Statement as Exhibits "G-1" through "G-4" are
true and complete copies of the following financial
statements, all of which are true and complete in all
material respects and have been prepared in all material
respects in accordance with GAAP and all applicable
regulatory accounting principles consistently followed
throughout the periods indicated, subject in the case of
interim financial statements, to normal recurring year-
end adjustments (the effect of which will not,
individually or in the aggregate, be materially adverse)
and the absence of notes (which if presented would not
differ materially from those included in the most recent
year-end financial statements):

(1) Unaudited Financial Statements of BSB
as of December 31, 1993, and 1992, and for the
fiscal years then ended and notes thereto;

(2) Unaudited financial statements of
Bank, as of December 31, 1993, and 1992, and for
the fiscal years then ended;

(3) Consolidated Reports of Condition and
Income as of March 31, June 30, September 30, and
December 31, 1993, and March 31, 1994, as filed
by the Bank with the FDIC; and

(4) Annual Reports on Form FR Y-6 filed by
BSB with the Board for the years ended December
31, 1992 and 1993.

As soon as practicable between the date hereof and the
Effective Time, the Corporations will deliver to Fourth
copies of monthly operating statements and monthly
securities inventory reports of Bank and of all reports
filed by any of them with any regulatory agencies. The
books of account of each of the Corporations and each of
the Financial Statements fairly and correctly reflect
and, when delivered, will reflect in all material
respects in accordance with GAAP and all applicable rules
and regulations of regulatory agencies applied on a
consistent basis, the respective incomes, expenses,
assets, and liabilities, absolute or contingent, of each
of the Corporations (except for the absence in the
monthly operating statements of the Bank of certain
information and footnotes normally included in financial
statements prepared in accordance with GAAP). There have
been, and prior to the Effective Time there will be, no
material changes in the financial condition of Bank or
BSB from December 31, 1993, other than changes made in
the usual and ordinary conduct of the businesses of the
Corporations, none of which has been or will be
materially adverse and all of which have been or will be
recorded in the books of account of the Corporations; and
except as specifically permitted by this Agreement, there
have been, and prior to the Effective Time there will be,
no substantial changes in the respective businesses,
assets, properties, or liabilities, absolute or
contingent, of any of the Corporations, or in their
respective condition, financial or otherwise, from the
date of the most recent of the Financial Statements that
has been delivered to Fourth and BANK IV on the date
hereof other than changes occurring in the usual and
ordinary conduct of the business of the Corporations,
none of which has been or will be materially adverse and
all of which have been or will be recorded in the
respective books of account of the Corporations. None of
the Corporations has any contingent liabilities, other
than letters of credit and similar obligations of the
Bank incurred in the ordinary course of business, that
are not described in or reserved against in the Financial
Statements listed above.

h. Properties. Exhibit "H" to the Disclosure
Statement is a complete list of all real estate owned or
leased by any of the Corporations. Bank has good and
marketable title in fee simple to all lands and buildings
described in the Disclosure Statement as being owned by
it, free and clear of all liens, encumbrances, and
charges, except for current taxes and assessments not
delinquent and liens, encumbrances, and charges shown in
its records and books of account which are not
substantial in character or amount in the aggregate and
in the aggregate do not materially detract from the value
or materially interfere with the use of the properties
subject thereto or affected thereby. All leases of real
property to which Bank is a party as lessee, complete
copies of each of which with all amendments thereto are
included in Exhibit "H" to the Disclosure Statement, are
each valid and enforceable in accordance with their
respective terms except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium, or
similar Laws and equitable principles affecting
creditors' rights generally, and there has been no
material default by any party thereto. No zoning
ordinance prohibits, interferes with, or materially
impairs the usefulness of any of the real property and
buildings thereon owned or used by Bank for the purposes
for which it is now being used; and all the premises
owned or leased by Bank are in good operating condition
and repair, normal wear and tear excepted.

i. Personal Property. Bank has good and
marketable title to all of the machinery, equipment,
materials, supplies, and other property of every kind,
tangible or intangible, contained in its offices and
other facilities or shown as assets in its records and
books of account, free and clear of all liens,
encumbrances, and charges. All leases of personal
property to which any of the Corporations is a party as
lessee are valid and enforceable in accordance with their
terms, and there has been no material default by any
party thereto. All of such personal property owned or
leased by any of the Corporations is in good operating
condition, normal wear and tear excepted.

j. Taxes. The Corporations have filed all tax
returns and reports required to be filed with the United
States Government and with all states and political
subdivisions thereof where any such returns or reports
are required to be filed and where the failure to file
such return or report would subject any of the
Corporations to any material liability or penalty. All
taxes imposed by the United States, or by any foreign
country, or by any state, municipality, subdivision, or
instrumentality of the United States or of any foreign
country, or by any other taxing authority, which are due
and payable by any of the Corporations have been paid in
full or adequately provided for by reserves shown in the
records and books of account of the Corporations and in
the Financial Statements. No extension of time for the
assessment of deficiencies for any years is in effect.
None of the Corporations has any knowledge of any
unassessed tax deficiency proposed or threatened against
any of them.

k. Contracts. Other than Permitted Contracts
and agreements with customers of the Bank and with
financial institutions entered into by the Bank in the
ordinary course of its banking business, attached to the
Disclosure Statement as Exhibit "K" is a list of all
material contracts and other agreements and arrangements,
both written and oral, to which any Corporation is a
party and which involve $10,000 or more, which affect or
pertain to the operation of their respective businesses.
To the best knowledge of Sellers, all parties thereto
have in all material respects performed, and are in good
standing with respect to, all the material obligations
required to be performed under all such contracts and
other agreements and arrangements, and no obligation with
respect thereto is overdue. All of the material
agreements of the Corporations, including without
limitation the agreements disclosed in writing pursuant
to this clause (k), are valid, binding, and enforceable
in accordance with their terms, except as limited by
applicable bankruptcy, insolvency, reorganization,
moratorium, or similar Laws and equitable principles
affecting creditors' rights generally. Except as
otherwise noted in Exhibit "K" to the Disclosure
Statement, no contract, lease, or other agreement or
arrangement to which a Corporation is a party or as to
which its assets is subject requires the consent of any
third party in connection with this Agreement. Except as
described in Exhibit "K" to the Disclosure Statement,
neither any Corporation nor any Seller has any knowledge
of any threatened cancellation of, any outstanding
disputes or default under, or of any basis for any claim
of breach or default of, any lease, contract, or other
agreement or arrangement to which any of the Corporations
is a party. Except for Permitted Contracts and except as
set forth in Exhibits "K" and "L-2" to the Disclosure
Statement, no Corporation is a party to:

(1) Any contract for the purchase or sale
of any materials, or supplies which contains any
escalator, renegotiation, or redetermination
clause or which commits it for a fixed term;

(2) Any contract of employment with any
officer or employee not terminable at will
without liability on account of such termination;

(3) Any management or consultation
agreement not terminable at will without
liability on account of such termination;

(4) Any license, royalty, or union
agreement, or loan agreement in which a
Corporation is the borrower;

(5) Any contract, accepted order, or
commitment for the purchase or sale of materials,
services, or supplies having a total remaining
contract price in excess of $10,000;

(6) Any contract containing any
restrictions on any party thereto competing with
any Corporation or any other person;

(7) Any other agreement which materially
affects the business, properties, or assets of
any Corporation or which was entered into other
than in the ordinary and usual course of
business; or

(8) Any letter of credit or commitment to
make any loan or group of loans to related
parties in an amount in excess of $100,000.

None of the Corporations' agreements described in this
clause "k" is reasonably anticipated by either Bank or
BSB to result in a loss to any of the Corporations.

l. Labor Relations; Employees; ERISA. None of
the Corporations is a party to or affected by any
collective bargaining agreement, nor is any Corporation
a party to any pending or, to the best knowledge of
Sellers, threatened labor dispute, organizational
efforts, or labor negotiations. Each of the Corporations
has complied in all material respects with all applicable
Laws relating to the employment of labor, including, but
not limited to, the provisions thereof relating to wages,
hours, collective bargaining, payment of social security
taxes, and equal employment opportunity, the violation of
which would have a materially adverse impact on their
respective businesses. None of the Corporations is
liable for any arrears of wages or any taxes or penalties
for failure to comply with any of the foregoing. Except
for a noncontributory defined contribution profit sharing
plan (the "Profit Sharing Plan") a true and complete copy
of which, with all amendments thereto, is Exhibit "L-1"
to the Disclosure Statement, none of the Corporations has
any written or oral retirement, pension, profit sharing,
stock option, bonus, or other employee benefit plan or
practice other than group health and accident insurance.
The Profit Sharing Plan is in material compliance with
ERISA and the Code and is the subject of a determination
by the Internal Revenue Service that it is a "qualified
plan" within the meaning of Section 401(a) of the Code,
and that the trust thereunder is a trust exempt from tax
under Section 501 of the Code. None of the Corporations
nor any Seller knows of any facts or circumstances that
could adversely affect the status of the Profit Sharing
Plan as such a plan or the trust as such a trust. All
accrued contributions and other payments required to be
made by the Bank under such plan have been made or
reserves adequate for such purposes have been set aside
therefor. None of the Corporations has violated in any
material respect any of the provisions of ERISA, and none
of them has engaged in any "prohibited transactions" as
such term is defined in Section 406 of ERISA. There is
no employee of any of the Corporations whose employment
is not terminable at will without severance pay or other
penalty or compensation other than the Agreement, dated
October 10, 1984, between the Bank and William W.
Rodgers, Jr., a true and complete copy of which is
Exhibit "L-2" to the Disclosure Statement.

m. Government Authorizations. Each of the
Corporations has all permits, charters, licenses, orders,
and approvals of every federal, state, local, or foreign
governmental or regulatory body required in order to
permit it to carry on its business substantially as
presently conducted. All such licenses, permits,
charters, orders, and approvals are in full force and
effect, and, to the knowledge of BSB, the Sellers, or
any Corporation, no suspension or cancellation of any of
them is threatened and none of the Corporations knows of
any fact or circumstance that will interfere with or
adversely affect the renewal of any of such licenses,
permits, charters, orders, or approvals; and none of such
permits, charters, licenses, orders, and approvals will
be affected by the consummation of the transactions
contemplated by this Agreement.

n. Insurance. Exhibit "N" to the Disclosure
Statement is a complete list of all insurance policies
presently in effect and in effect during the past three
years. All the insurance policies and bonds currently
maintained by any of the Corporations are in full force
and effect.

o. Litigation. Exhibit "O" to the Disclosure
Statement contains a true and complete list and brief
description of all pending or, to the knowledge of any of
the Corporations or Sellers, threatened, Litigation to
which any of the Corporations is or would be a party or
to which any of their assets is or would be subject.
Except as described on Exhibit "O" to the Disclosure
Statement, none of the Corporations is a party to any
Litigation other than routine litigation commenced by
Bank to enforce obligations of borrowers in which no
counterclaims for any material amounts of money have been
asserted or, to the knowledge of the Corporations,
threatened.

p. Brokers or Finders. No broker, agent,
finder, consultant, or other party (other than legal and
accounting advisors) has been retained by any of the
Corporations or is entitled to be paid based upon any
agreements, arrangements, or understandings made by any
of the Corporations or any Seller in connection with any
of the transactions contemplated by this Agreement.

q. Stockholder Matters. Exhibit "Q" to the
Disclosure Statement accurately sets forth after the name
of each Seller the number of shares of BSB Stock being
sold by such Seller, in each case owned by such Seller,
free and clear of all liens, encumbrances, claims, and
equities which would impair the right of the Seller to
sell such shares to Fourth under this Agreement;
provided, however, that no Seller makes any
representation or warranty as to the shares of BSB Stock
owned by any other Seller.

r. Environmental Compliance. Each of the
Corporations is in material compliance with all relevant
Laws concerning conservation and protection of the
environment. Except as described in Exhibit "R" to the
Disclosure Statement, no real or personal property owned
or leased by any of the Corporations at any time is now
being used or has at any time in the past ever been used
for the storage (whether permanent or temporary), by any
of the Corporations, or to the knowledge of Sellers, by
third parties, disposal, or handling of any hazardous
materials, hazardous waste, hazardous substance,
contaminant, or pollutant, nor are any such materials,
waste, substance, contaminant, or pollutant located in,
on, under, or at the real or personal property owned,
leased, or used by any of the Corporations.

s. Employment of Aliens. Bank is in material
compliance with the Immigration and Control Act of 1986.

t. Notes and Leases. All promissory notes and
leases owned by the Bank at the Effective Time will
represent bona fide indebtedness or obligations to the
Bank and are and will be fully enforceable in accordance
with their terms without valid set-offs or counterclaims,
except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar Laws and equitable
principles affecting creditors' rights generally;
provided, however, no representation or warranty is made
in this Agreement as to the collectibility of such notes
and leases.

u. No Misrepresentations. Neither this
Agreement, the Disclosure Statement, the Financial
Statements, nor any other letter, certificate, statement,
or document furnished or to be furnished to Fourth or
BANK IV by or on behalf of the Sellers or Bank, or any of
them, pursuant to or in connection with this Agreement
and the transactions contemplated hereby, when considered
in conjunction with all other information and documents
furnished to Fourth and BANK IV hereunder, contains or
will contain any misstatement of a material fact or omits
or will omit to state a material fact necessary to make
the statements contained herein or therein not
misleading.

v. Updating of Representations and Warranties.
Between the date hereof and the Effective Time, the
Sellers and Bank will promptly disclose to Fourth and
BANK IV in writing any information of which any of them
has actual knowledge (1) concerning any event that would
render any representation or warranty of the Sellers or
Bank untrue in any material respect if made as to the
date of such event, (2) which renders any information set
forth in the Agreement or the Disclosure Statement no
longer correct in all material respects, or (3) which
arises after the date hereof and which would have been
required to be included in this Agreement or Disclosure
Statement if such information had existed on the date
hereof.

w. True at Effective Time. Except as otherwise
specifically provided in this Agreement, all of the
representations and warranties set forth above will be
true and correct at the Effective Time with the same
force and effect as though such representations and
warranties had been made at the Effective Time.

4.2. Representations and Warranties of Fourth and
BANK IV. Fourth and BANK IV jointly and severally represent and
warrant to the Sellers and Bank, and each of them, as follows:

a. Organization, Good Standing, and Authority.
Fourth is a bank holding company duly registered pursuant
to the Bank Holding Company Act. Each of Fourth and BANK
IV is a corporation or bank duly organized, validly
existing, and in good standing under the laws of the
jurisdiction of its incorporation, and each has all
requisite corporate power and authority to conduct its
business as it is now conducted, to own its properties
and assets, and to lease properties used in its business.

Neither Fourth nor BANK IV is in violation of its charter
documents or bylaws, or of any applicable Law in any
material respect, or in default in any material respect
under any material agreement, indenture, lease, or other
document to which it is a party or by which it is bound.

b. Binding Obligations; Due Authorization. This
Agreement and the Merger Agreement constitute the valid
and binding obligations of Fourth and BANK IV, each
enforceable against each of them in accordance with its
terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or other similar
laws and equitable principles affecting creditors' rights
generally. The execution, delivery, and performance of
this Agreement and the Merger Agreement and the
transactions contemplated hereby and thereby have been
duly authorized by the boards of directors of Fourth and
BANK IV.

c. Absence of Default. None of the execution or
the delivery of this Agreement or the Merger Agreement,
the consummation of the transactions contemplated hereby
or thereby, or the fulfillment of the terms hereof or
thereof, will (1) conflict with, or result in a breach of
the terms, conditions, or provisions of, or constitute a
default under the charter documents or bylaws of Fourth
or BANK IV or under any agreement or instrument under
which Fourth or BANK IV is obligated, or (2) violate any
Law to which either of them is subject.

d. Brokers or Finders. No broker, agent,
finder, consultant, or other party (other than legal and
accounting advisors) has been retained by Fourth or BANK
IV or is entitled to be paid based upon any agreements,
arrangements, or understandings made by Fourth or BANK IV
in connection with any of the transactions contemplated
by this Agreement.

ARTICLE V

CLOSING CONDITIONS

5.1. Conditions to Obligations of Fourth and BANK IV.
The obligations of Fourth and BANK IV to purchase any of the Shares
or to effect the Merger shall be subject to the following
conditions which may, to the extent permitted by Law, be waived by
Fourth and BANK IV at their option:

a. Absence of Litigation. No order, judgment,
or decree shall be outstanding restraining or enjoining
consummation of the purchase of the Shares or the Merger;
and no Litigation shall be pending or threatened in which
it is sought to restrain or prohibit the purchase of the
Shares or the consummation of the Merger or to obtain
substantial monetary or other relief against one or more
of the parties hereto in connection with this Agreement.

b. Regulatory Approvals. All required
governmental consents and approvals, including those of
the Board and the Comptroller, shall have been procured
(and shall continue to be in effect) and all other
requirements prescribed by Law shall have been satisfied,
which are necessary for (1) the consummation of the
purchase of the Shares, the Merger, and the other
transactions contemplated hereby; (2) the continuation,
directly or indirectly, by BANK IV of the business of
Bank after the Effective Time as such business is carried
on immediately prior to the Effective Time; and (3) BANK
IV to have and exercise the full right of ownership with
respect to all property owned by Bank which is material
to the operations of Bank.

c. Minimum Net Worth of BSB. Fourth shall be
reasonably satisfied that the consolidated stockholder's
equity of BSB as of the end of the month immediately
preceding the Effective Time, computed in accordance with
GAAP, excluding any effect of the application of F.A.S.
115 and with an adequate loan loss reserve, shall be not
less than $6,800,000.

d. Opinion of Counsel. Fourth and BANK IV shall
have received the opinion of Crowe & Dunlevy, counsel to
Bank and the Sellers, substantially in the form of
Exhibit "B" hereto.

e. Representations and Warranties; Covenants.
The representations and warranties of Bank and of the
Sellers contained in Section 4.1 of this Agreement shall
have been true and correct in all material respects on
the date made and shall be true and correct in all
material respects at the Effective Time as though made at
such time, excepting any changes occurring in the
ordinary course of business, none of which shall have
been materially adverse, and excepting any changes
contemplated or permitted by this Agreement. Sellers and
Bank shall each have performed all of their obligations
under this Agreement and the Merger Agreement.

f. Certificates. Sellers and Bank shall have
delivered to Fourth and BANK IV a certificate, in form
and substance satisfactory to Fourth and BANK IV, dated
the Effective Time and signed by the chief executive
officer and chief financial officer of BSB and the Bank,
certifying in such detail as Fourth and BANK IV may
reasonably request the fulfillment of the foregoing
conditions.

g. Resignations. Sellers shall have delivered
to Fourth and BANK IV the written resignations, effective
at the Effective Time, of those officers and directors of
the Corporations as Fourth and BANK IV shall have
requested at least two business days prior to the
Effective Time.

h. Agreements. William W. Rodgers and James R.
Rodgers shall have entered into an Agreement and a
Consulting and Marketing Agreement, substantially in the
form of Exhibits "C" and "D" hereto, respectively.

5.2. Conditions to Obligations of Sellers and Bank.
The obligation of Sellers to sell the Shares and to consummate the
transactions contemplated hereby, and the obligation of the Bank to
consummate the Merger shall both be subject to the following
conditions which may, to the extent permitted by Law, be waived by
Sellers (by the Agents acting for all Sellers jointly) or Bank, as
the case may be, at their option:

a. General. Each of the conditions specified in
clauses a and b of Section 5.1 shall have occurred and be
continuing.

b. Representations and Warranties; Covenants.
The representations and warranties of Fourth and BANK IV
contained in Section 4.2 of this Agreement shall have
been true and correct in all material respects on the
date made and shall be true and correct in all material
respects at the Effective Time as though made at such
time. Fourth and BANK IV shall each have duly performed
all of its obligations under this Agreement.

c. Agreements. BANK IV shall have executed and
delivered an Agreement and a Consulting and Marketing
Agreement, substantially in the form of Exhibits "C" and
"D" hereto, respectively.

ARTICLE VI

TERMINATION OF AGREEMENT

6.1. Mutual Consent; Termination Date. This Agreement
and the Merger Agreement shall terminate at any time when the
parties hereto mutually agree in writing. This Agreement and the
Merger Agreement may also be terminated at the election of either
Sellers and Bank (by the Agents acting for all Sellers and Bank
jointly) or Fourth and BANK IV, upon written notice from the party
electing to terminate this Agreement and the Merger Agreement to
the other party if, without fault on the part of the party electing
to terminate this Agreement and the Merger Agreement, there has
been a denial of a requisite governmental approval or consent
required to effect the purchase of the Shares and the Merger and
consummate the transactions contemplated hereby and by the Merger
Agreement except upon terms reasonably deemed onerous by Fourth and
BANK IV. Unless extended by written agreement of the parties, this
Agreement and the Merger Agreement shall terminate if all
conditions to the obligations of the parties hereto have not
occurred on or before November 30, 1994.

6.2. Election by Fourth and BANK IV. This Agreement
and the Merger Agreement shall terminate at Fourth's and BANK IV's
joint election, upon written notice from Fourth and BANK IV to
Sellers and Bank if any one or more of the following events shall
occur and shall not have been remedied to the satisfaction of
Fourth and BANK IV within 30 days after written notice is delivered
to Sellers and Bank: (a) there shall have been any material breach
of any of the obligations, covenants, or warranties of any of the
Sellers or Bank hereunder; or (b) there shall have been any written
representation or statement furnished by the Sellers or Bank
hereunder which at the time furnished is false or misleading in any
material respect in relation to the size and scope of the
transactions contemplated by this Agreement.

6.3. Election by Sellers and Bank. This Agreement and
the Merger Agreement shall terminate at the joint election of
Sellers (by the Agents acting for all Sellers jointly) and Bank
upon written notice from Sellers and Bank to Fourth and BANK IV if
any one or more of the following events shall occur and shall not
have been remedied to their satisfaction within 30 days after
written notice is delivered to Fourth and BANK IV: (a) there shall
have been any material breach of any of the obligations, covenants,
or warranties of Fourth and BANK IV hereunder; or (b) there shall
have been any written representation or statement furnished by
Fourth or BANK IV hereunder which at the time furnished is false or
misleading in any material respect in relation to the size and
scope of the transactions contemplated by this Agreement.

ARTICLE VII

INDEMNIFICATION

7.1. Effect of Closing. Except as provided in this
Section, closing of the transactions contemplated by this Agreement
and the Merger Agreement shall not prejudice any claim for damages
which any of the parties hereto may have hereunder in law or in
equity, due to a material default in observance or the due and
timely performance of any of the covenants and agreements herein
contained or for the material breach of any warranty or
representation hereunder, unless such observance, performance,
warranty, or representation is specifically waived in writing by
the party making such claim. In the event any warranty or
representation contained herein is or becomes untrue or breached in
any material respect (other than by reason of any willful
misrepresentation or breach of warranty) and such breach or
misrepresentation is promptly communicated to Fourth and BANK IV in
writing prior to the Effective Time, Fourth and BANK IV shall have
the right, at their sole option, either to waive such
misrepresentation or breach or to terminate this Agreement and the
Merger Agreement, but in either such event, none of the Sellers
shall be liable to Fourth or BANK IV for any such damages, costs,
expenses, or otherwise by reason of such breach or
misrepresentation. In the event Fourth and BANK IV elect to close
the transactions contemplated by this Agreement and the Merger
Agreement notwithstanding the written communication of such breach
or misrepresentation to Fourth and BANK IV, Fourth and BANK IV
shall be deemed to have waived such breach or misrepresentation in
writing.

7.2. General Indemnification. Subject to the
limitations on the liability of Sellers contained in Sections 7.1
and 7.5, Sellers shall be liable for, and shall defend, save,
indemnify, and hold harmless Fourth, BANK IV, the Bank, and their
respective officers, directors, employees, and agents, and each of
them (hereinafter individually referred to as an "Indemnitee" and
collectively as "Indemnitees") against and with respect to any
losses, liabilities, claims, diminution in value, litigation,
demands, damages, costs, charges, reasonable legal fees, suits,
actions, proceedings, judgments, expenses, or any other losses
(herein collectively referred to as "Indemnifying Losses") that may
be sustained, suffered, or incurred by, or obtained against, any
Indemnitee arising from or by reason of the breach or
nonfulfillment of any of the warranties, agreements, or
representations made by the Sellers, or any of them, in this
Agreement; provided, however that the liability of Sellers to
defend, save, indemnify, and hold harmless any of the Indemnitees
for any liabilities, claims, or demands indemnified under this
Section 7.2 or any damages, costs, charges, reasonable legal fees,
suits, actions, proceedings, or judgments received, incurred,
filed, or entered thereon, shall be limited to the amount by which
all such liabilities, claims, and demands so discovered or made,
and all damages, costs, charges, reasonable legal fees, suits,
actions, proceedings, judgments, expenses, and other losses
recovered, incurred, filed, or entered thereon or in connection
therewith, exceed $150,000 in the aggregate, net of income tax
effect.

7.3. Procedure. If any claim or demand shall be made
or liability asserted against any Indemnitee, or if any Litigation,
suit, action, or administrative or legal proceedings shall be
instituted or commenced in which any Indemnitee is involved or
shall be named as a defendant either individually or with others,
and if such Litigation, claim, demand, liability, suit, action, or
proceeding, if successfully maintained, will result in any
Indemnifying Losses as defined in Section 7.2, Fourth and BANK IV
shall give Sellers written notice thereof within 20 days after it
acquires knowledge thereof. If, within 20 days after the giving of
such notice, Fourth and BANK IV receive written notice from Sellers
(by the Agents acting for all Sellers) stating that Sellers dispute
or intend to defend against such claim, demand, liability, suit,
action, or proceeding, then Sellers shall have the right to select
counsel of their choice and to dispute or defend against or settle
such claim at their expense, and the Indemnitees shall fully
cooperate with Sellers in such dispute or defense or settlement so
long as Sellers are conducting such dispute or defense diligently
and in good faith. If no such notice of intent to dispute or
defend is received by Fourth and BANK IV within the aforesaid 20-
day period, or if such diligent and good faith defense is not
being, or ceases to be, conducted, Fourth and BANK IV shall have
the right, directly or through one or more of the Indemnitees, to
dispute and defend against the claim, demand, or other liability at
the cost and expense of Sellers, to settle such claim, demand, or
other liability, together with interest or late charges thereon,
and in either event to be indemnified as provided in this Agreement
so long as Fourth or BANK IV conducts such defense diligently and
in good faith. If any event shall occur that would entitle
Indemnitees to a right of indemnification hereunder, any loss,
damage, or expense subject to indemnification shall be the after-
tax net loss to the Indemnitees (in excess of $150,000, as provided
in the preceding section) after due allowance for the income tax
effect, if any, of amounts to be received by the Indemnitees
hereunder, insurance, or offsetting income or assets resulting
therefrom.

7.4. Survival of Representations and Warranties.
Notwithstanding any rule of law or provision of this Agreement to
the contrary, the representations and warranties of Sellers and
Bank contained in this Agreement shall survive the Closing and the
Merger and the closing of the transactions described in this
Agreement and the Merger Agreement; provided, however, that no
claim for indemnification or breach of warranty under this
Agreement shall be valid unless an Indemnitee shall have given
written notice of its assertion or claim to Sellers within two
years from the Effective Time (three years in the case of a claim
for breach of any representation or warranty contained in 4.1j).

7.5. Several Liability of Sellers. The liability of
the Sellers hereunder shall not be joint, but rather shall be
several in proportion to the aggregate amount of cash each such
Seller receives for the BSB Stock being sold pursuant to this
Agreement as compared to the total amount of cash being received by
all Sellers. The liability of each such Seller hereunder shall be
limited to the total amount of cash received by such Seller under
this Agreement in exchange for his, her, or its BSB Stock.

ARTICLE VIII

ESCROW

The Bank, as Escrow Agent, shall hold all of the stock
certificates representing the Shares being sold hereunder, together
with duly executed stock powers assigning all of the Shares to
Fourth, and shall deliver such certificates and stock powers to
Fourth at the Closing upon the instructions of the Agents, or
either of them. The Agents, and each of them, are hereby expressly
authorized, on behalf of each Seller, to execute and deliver to the
Escrow Agent appropriate escrow instructions which shall supplement
and be a part of this Agreement.

ARTICLE IX

DELIVERY OF STOCK CERTIFICATES AND APPOINTMENT OF AGENTS

9.1. Delivery of Stock Certificates. Each Seller has
delivered or shall forthwith deliver to the Escrow Agent: (i) all
of the stock certificates representing all of the Shares being sold
by such Seller hereby; and (ii) duly executed stock powers or
assignment forms with signatures guaranteed by a financial
institution that is a member of a recognized Medallion Signature
Guarantee Program (but not the Bank), assigning and transferring
all of such Shares to Fourth.

9.2. Appointment of Agents. Each Seller irrevocably
appoints William W. Rodgers, Jr. and James R. Rodgers the agents
and attorneys-in-fact of such Seller, each with the power to act
alone, for the purposes of acting in the name and in the stead of
such Seller in: (i) giving and receiving all notices permitted or
required by this Agreement; (ii) delivering the stock certificates
evidencing the Shares being sold hereby and any and all assignments
and stock powers relating thereto; (iii) receiving and disbursing
the cash payments to be made pursuant to this Agreement, including
the payment for the real estate described in Section 3.3; (iv)
agreeing with Fourth and BANK IV as to any amendments to this
Agreement or the Merger Agreement which the Agents, or any of them,
may deem advisable or appropriate, including but not limited to the
extension of time in which to consummate the transaction
contemplated by this Agreement and the Merger Agreement and the
waiver of any closing conditions; (v) employing legal counsel; (vi)
paying legal, accounting, and any other fees and expenses incurred
by the Agents in consummating the transaction contemplated by this
Agreement or the Merger Agreement; and (vii) making, executing,
acknowledging, and delivering all such contracts, orders, receipts,
notices, requests, instructions, certificates, applications,
letters, and other writings, and in general doing all things and in
taking all actions which the Agents, in his or their sole
discretion may consider necessary or proper in connection with or
to carry out the terms of this Agreement or the Merger Agreement,
as fully as if such Seller was personally present and acting. This
power of attorney and all authority conferred hereby is granted and
conferred subject to the interest of Fourth, BANK IV, and the other
Sellers who are a party to this Agreement, and in consideration of
those interests and for the purpose of completing the transactions
contemplated hereby, this power of attorney and all authority
conferred hereby shall be irrevocable and shall not be terminated
by any Seller or by operation of law, whether by the death,
incompetency, or incapacity of the Sellers, or any of them, or by
the occurrence of any other event. If any Seller should die or
become incompetent or incapacitated, or if any other such event
should occur before the delivery of the Shares pursuant to this
Agreement, certificates for such Shares shall be delivered by or on
behalf of such Seller in accordance with the terms and conditions
of this Agreement, and all actions taken by the Agents pursuant to
this Agreement shall be as valid as if such death, incompetence, or
incapacity or other event had not occurred, regardless of whether
or not Fourth, BANK IV, or the Agents shall have received notice of
such death, incompetence, or incapacity or other event. Each
Seller agrees to hold the Agents free and harmless from any and all
loss, damage, expense, or liability which they may sustain or incur
as a result of any action taken in good faith hereunder.

9.3. Replacement and Removal of Agents. A majority in
interest of Sellers may, at any time and from time to time, remove
any one or more of the Agents and may appoint successor Agents in
the event of the death, disability, resignation, or removal of an
Agent.

ARTICLE X

MISCELLANEOUS

10.1. Expenses. Whether or not the Purchase or the
Merger is effected, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such expense.

10.2. Notices. All notices or other communications
required or permitted hereunder shall be sufficiently given if
personally delivered or if sent by certified or registered mail,
postage prepaid, return receipt requested, addressed as follows:
(a) If to Fourth or BANK IV, addressed to Darrell G. Knudson,
Chairman of the Board, Fourth Financial Corporation, Post Office
Box 4, Wichita, Kansas 67201; and (b) if to the Sellers, addressed
to William W. Rodgers, Jr., 101 North Main, Blackwell, Oklahoma
74631, or to such other person or such other address as shall have
been furnished in writing in the manner provided herein for giving
notice.

10.3. Effect of Fewer than All Sellers Executing
Agreement. It is the intention and expectation of the parties that
all holders of BSB Stock will execute and deliver this Agreement.
Each Seller acknowledges and agrees, however, that execution and
delivery of this Agreement by any other Seller or group of Sellers
is not a condition to such Seller being obligated hereunder and
that such Seller would have executed and delivered this Agreement
had he, she, or it known the correct identities of the parties and
the total number of shares of BSB Stock owned by the parties
actually executing this Agreement as Sellers. The execution and
delivery hereof by any other Seller or group of Sellers is,
therefore, hereby waived by each Seller.

10.4. Life Insurance Policy. On or before the Closing,
William W. Rodgers, Jr. may purchase the policy of life insurance
on his life held by the Bank in consideration of the payment by him
of an amount equal to the cash surrender value of the policy on the
date of purchase and the cancellation of the deferred compensation
plan to which such policy relates.

10.5. Lease of Office Space. Prior to the Closing, the
Bank and James R. Rodgers may enter into a one-year lease covering
the office space Mr. Rodgers is now leasing from the Bank. Any
such lease, which shall be in form and substance satisfactory to
Fourth and BANK IV, shall provide for market-rate rental and may
contain up to three one-year renewal options.

10.6. Sale of Adjacent Property. Sellers may cause Bank
to sell the property owned by it adjacent to the Bank's main
banking facility to James R. Rodgers for such purchase price as the
Bank deems to be fair market value; provided, any gain, loss, or
expense (including taxes) attributable to such sale shall be
recorded on the books and records of the Bank prior to the
calculation of the purchase price of the Shares.

10.7. Time. Time is of the essence of this Agreement.

10.8. Law Governing. This Agreement shall, except to
the extent federal law is applicable, be construed in accordance
with and governed by the laws of the State of Kansas, without
regard to the principles of conflicts of laws thereof.

10.9. Entire Agreement; Amendment. This Agreement and
the Merger Agreement contain and incorporate the entire agreement
and understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior negotiations, agreements,
letters of intent, and understandings. This Agreement may only be
amended by an instrument in writing duly executed by Fourth, BANK
IV, Bank, and Sellers (by the Agents acting for all Sellers
jointly) and all attempted oral waivers, modifications, and
amendments shall be ineffective.

10.10. Successors and Assigns. The rights and
obligations of the parties hereto shall inure to the benefit of and
shall be binding upon the heirs, personal representatives,
successors and permitted assigns of each of them; provided,
however, that this Agreement or any of the rights, interests, or
obligations hereunder may not be assigned by any of the parties
hereto without the prior written consent of the other parties
hereto.

10.11. Cover, Table of Contents, and Headings. The
cover, table of contents, and the headings of the sections and
subsections of this Agreement are for convenience of reference only
and shall not be deemed to be a part hereof or thereof or taken
into account in construing this Agreement.

10.12. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original
but which together shall constitute but one agreement.

10.13. Minimum Number of Sellers. This Agreement will
not be binding upon Fourth or BANK IV until it has been duly
executed by stockholders of BSB owning at least 90% of BSB's issued
and outstanding common stock.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed.

FOURTH FINANCIAL CORPORATION

By__________________________________________
Ronald L. Baldwin, Executive Vice President

"Fourth"

BANK IV OKLAHOMA, NATIONAL ASSOCIATION

By __________________________________________
Edward F. Keller, Chairman of the Board

"BANK IV"

SECURITY BANK AND TRUST COMPANY

By __________________________________________

"Bank"

[signatures continued]

Number of Shares
Name of Seller Being Sold
- --------------

____________________________ ______________

___________________________ ______________

____________________________ ______________

"Sellers"

Exhibit "A"

AGREEMENT TO MERGE

between

BANK IV OKLAHOMA, NATIONAL ASSOCIATION

and

SECURITY BANK AND TRUST COMPANY

under the charter of

BANK IV OKLAHOMA, NATIONAL ASSOCIATION

under the title of

BANK IV OKLAHOMA, NATIONAL ASSOCIATION

THIS AGREEMENT made between BANK IV Oklahoma, National
Association (hereinafter referred to as "BANK IV"), a banking
association organized under the laws of the United States, being
located at 515 South Boulder, City of Tulsa, County of Tulsa, in
the State of Oklahoma, with a capital of $166,825,000 divided into
5,720,647 shares of common stock, each of $5.00 par value, and
surplus of $133,050,000 and undivided profits, including capital
reserves, of $5,483,000 as of March 31, 1994, and Security Bank and
Trust Company (hereinafter referred to as "Security"), a banking
corporation organized under the laws of the State of Oklahoma,
being located at 101 N. Main, Blackwell, Kay County, in the State
of Oklahoma, with a capital of $5,794,000, divided into 48,000
shares of common stock, each of $25.00 par value, and surplus and
undivided profits of approximately $4,545,000 as of March 31, 1994,
each acting pursuant to a resolution of its board of directors,
adopted by the vote of a majority of its directors, pursuant to the
authority given by and in accordance with the provisions of the Act
of November 7, 1918, as amended (12 USC 215a).

W I T N E S S E T H: That,

Section 1. Security shall be merged into BANK IV under
the charter of the latter.

Section 2. The name of the receiving association
(hereinafter referred to as the "Association") shall be BANK IV
Oklahoma, National Association.

Section 3. The business of the Association shall be that
of a national banking association. This business shall be
conducted by the Association at its main office which shall be
located at 515 South Boulder, Tulsa, Oklahoma, and at its legally
established branches.

Section 4. The amount of capital stock of the
Association shall be $29,803,235 divided into 5,960,647 shares of
common stock, each of $5.00 par value, and at the time the merger
shall become effective, the Association shall have a surplus of
$134,250,355.55, and undivided profits, including capital reserves,
which when combined with the capital and surplus will be equal to
the combined capital structures of the merging banks as stated in
the preamble of this Agreement, adjusted, however, for normal
earnings and expenses (and if applicable, purchase accounting
adjustments) between March 31, 1994, and the effective time of the
merger. The amount of capital stock of the Association and its
surplus and undivided profits at the time the merger becomes
effective shall also be adjusted to reflect the effect of all
mergers of other banks into the Association, if any, between March
31, 1994 and the effective time of the merger.

Section 5. All assets as they exist at the effective
time of the merger shall pass to and vest in the Association
without any conveyance or other transfer. The Association shall be
responsible for all of the liabilities of every kind and
description, including liabilities arising from the operation of a
trust department, of Security existing as of the effective time of
the merger.

Section 6. Of the capital stock of the Association, the
presently outstanding 5,720,647 shares of common stock, each of
$5.00 par value, the two holders of it, Fourth Financial
Corporation and IV Commercial Acquisition, Inc., shall retain their
present rights. In addition, Fourth Financial Corporation shall
receive by reason of the merger an additional 240,000 shares of
common stock, par value $5.00 per share of the Association. All of
the stockholders of the sole shareholder of Security, Blackwell
Security Bancshares, Inc. ("BSB"), are parties to a Stock Purchase
and Merger Agreement, among Fourth Financial Corporation, BANK IV,
Security, and the stockholders of BSB, dated as of June 23, 1994
(the "Agreement"), pursuant to which the stockholders of BSB are
receiving full payment for the value of all of the issued and
outstanding capital stock of BSB, so no separate consideration is
to be paid to Security or any of its shareholders in such capacity
by reason of the merger effected hereby.

Section 7. Except as expressly permitted in the
Agreement, Security shall not (i) declare or pay any dividend to
its shareholders, (ii) dispose of any of its assets in any other
manner except in the normal course of business and for adequate
value, or (iii) take any other action which would violate the terms
of the Agreement.

Section 8. The present board of directors and officers
of BANK IV shall continue to serve as the board of directors and
officers of the Association until the next annual meeting or until
such time as their successors have been elected and have qualified.

Section 9. Effective as of the time this merger shall
become effective as specified in the merger approval to be issued
by the Comptroller of the Currency, the articles of association of
the resulting bank shall be the Articles of Association of BANK IV.

Section 10. This Agreement may be terminated as provided
in the Agreement. Notwithstanding the approval of this Agreement
by any shareholder group, this Agreement shall automatically
terminate upon the termination of the Agreement for any reason, and
in no event shall the merger of Security into BANK IV occur prior
to the Purchase as such term is defined in the Agreement, it being
the agreement and intention of the parties that the merger of
Security into BANK IV shall occur simultaneously with the Purchase.

Section 11. This Agreement shall be ratified and
confirmed by the affirmative vote of shareholders of each of the
merging banks owning at least two-thirds of its capital stock
outstanding, at a meeting to be held on the call of the directors;
and the merger shall become effective at the time specified in a
merger approval to be issued by the Comptroller of the Currency of
the United States.

WITNESS, the signatures and seals of said merging banks
this ___ day of ________, 1994, each set by its chairman of the
board, president, or a vice president and attested to by its
cashier or secretary, pursuant to a resolution of its board of
directors, acting by a majority:

BANK IV OKLAHOMA,
NATIONAL ASSOCIATION
Attest:

By_________________________
_____________________ Edward F. Keller
Lisa R. Carr, Secretary Chairman of the Board
and President

[Seal of Bank]

Security Bank and Trust Company
Attest:

By____________________________
___________________________ William W. Rodgers, Jr.
Brad E. Evans, Secretary Chairman of the Board and
President

[Seal of Bank]

STATE OF OKLAHOMA )
) SS:
TULSA COUNTY )

On this ______ day of ________, 1994, before me, a notary
public for this state and county, personally came Edward F. Keller,
Chairman of the Board and President, and Lisa R. Carr as Secretary,
of BANK IV Oklahoma, National Association, and each in his/her
capacity acknowledged this instrument to be the act and deed of the
association and the seal affixed to it to be its seal.

WITNESS my official seal and signature this day and year.

____________________________
My Appointment Expires: Notary

__________________________

STATE OF OKLAHOMA )
) SS:
KAY COUNTY )

On this _____ day of ________, 1994, before me, a notary
public for this state and county, personally came William W.
Rodgers, Jr., as Chairman of the Board and President, and Brad E.
Evans as Secretary, of Security Bank and Trust Company, an Oklahoma
banking corporation, and each in his/her capacity acknowledged this
instrument to be the act and deed of the association and the seal
affixed to it to be its seal.

WITNESS my official seal and signature this day and year.

_________________________
My Appointment Expires: Notary Public

___________________________

Exhibit "B"

_______, 1994

Board of Directors
Fourth Financial Corporation
100 North Broadway
Wichita, Kansas 67202

Board of Directors
BANK IV Oklahoma, National Association
515 South Boulder, Tulsa, Oklahoma 74103

Gentlemen:

We have acted as special counsel to the shareholders
(collectively the "Sellers") of Blackwell Security Bancshares, Inc.
("BSB") and Security Bank and Trust Company (the "Bank"), in
connection with the preparation of the Stock Purchase and Merger
Agreement, dated as of June 23, 1994, among Fourth Financial
Corporation ("Fourth"), BANK IV Oklahoma, National Association
("BANK IV"), the Bank, and Sellers (the "Agreement"). This Opinion
Letter is provided to you at the request of the Sellers and the
Bank pursuant to Section 5.1d of the Agreement. Except as
otherwise indicated herein, capitalized terms used in this Opinion
Letter are defined in the Agreement or the Accord described below.

For purposes of this Opinion Letter, we have relied upon
factual representations made by the Sellers and the Bank in Section
4.1 of the Agreement, and we have assumed that the Agreement has
been duly executed and delivered by each of the Sellers. In
addition, the opinions as to (a) due organization of BSB in
Paragraph 1 of the Opinion Letter, (b) absence of default contained
in Paragraph 3 of the Opinion Letter, and, (c) capitalization of
BSB and the Bank and lack of encumbrances, liens, and security
interests relating to the Bank Stock owned by BSB in Paragraph 4 of
the Opinion Letter are given in reliance on the opinion of James R.
Rodgers, Esq., an executed copy of which is attached hereto.

Based upon and subject to the foregoing, we are of the
opinion that:

1. Organization, Good Standing, and Authority.
BSB is a bank holding company duly registered pursuant to
the Bank Holding Company Act. BSB and the Bank are each
a corporation or bank duly organized, validly existing,
and in good standing under the laws of the jurisdiction
of its incorporation.

2. Binding Obligations. The Agreement is
enforceable against Bank and each of the Sellers. The
Merger Agreement is enforceable against the Bank.

3. Absence of Default. None of the execution or
the delivery of the Agreement or the Merger Agreement,
the consummation of the transactions contemplated
thereby, or the fulfillment of the terms thereof, will
(a) violate the Constituent Documents of BSB or the Bank
or any agreement or instrument under which BSB, the Bank,
or any of the Sellers is obligated of which we have
Actual Knowledge, or (b) violate applicable provisions of
any statutory law or regulation to which BSB or the Bank
is subject.

4. Capitalization. The statements contained in
Section 4.1d as to the capitalization of the Corporations
and ownership of their shares of capital stock are true
and correct.

5. Options. To our Actual Knowledge, none of the
Corporations has outstanding any options, warrants, or
rights of any kind requiring it to sell or issue to
anyone any capital stock of any class and none of the
Corporations has agreed to sell any shares of its capital
stock.

6. Governmental Approvals. The execution,
delivery, and performance of the Agreement and the Merger
Agreement by Sellers and the Bank do not require any
approval, authorization, consent, exemptions, notices of
intent not to disapprove, or other action of any
regulatory body, administrative agency, or any other
governmental body or any filing with any governmental
body to which Sellers, BSB, or the Bank are subject,
other than approvals of or filings with the Board, the
Comptroller, and the Oklahoma Banking Commissioner. All
such requisite approvals, authorizations, consents,
exemptions, and notices have been taken by the
appropriate governmental bodies.

7. Merger. Upon the final approval of the Merger
by the Comptroller, the Merger will be effected in
accordance with all applicable Laws and BANK IV shall
succeed to all of the assets and liability of the Bank.

We hereby confirm to you that there are no actions or
proceedings against any of the Corporations, pending or overtly
threatened in writing, before any court, governmental agency or
arbitrator which (i) seek to affect the enforceability of the
Agreement or (ii) seek damages in excess of $10,000.

The phrase "Primary Lawyer Group", as used in the Accord,
is hereby modified and, for the purposes of applying the Accord to
this Opinion Letter, the Primary Lawyer Group means only the
lawyers in this firm who have given substantive legal attention to
representation of BSB, the Bank, and Sellers in connection with the
Transaction.

This Opinion Letter may be relied upon by you only in
connection with the Transaction and may not be used or relied upon
by you or any other person for any purpose whatsoever, except to
the extent authorized in the Accord, without in each instance our
prior written consent.

Very truly yours,

Crowe & Dunlevy
A Professional Corporation

_______, 1994

Board of Directors
Fourth Financial Corporation
100 North Broadway
Wichita, Kansas 67202

Board of Directors
BANK IV Oklahoma, National Association
515 South Boulder, Tulsa, Oklahoma 74103

Gentlemen:

I have acted as counsel to the shareholders (collectively
the "Sellers") of Blackwell Security Bancshares, Inc. ("BSB") and
Security Bank and Trust Company (the "Bank"), in connection with
the preparation of the Stock Purchase and Merger Agreement, dated
as of June 23, 1994, among Fourth Financial Corporation ("Fourth"),
BANK IV Oklahoma, National Association ("BANK IV"), the Bank, and
Sellers (the "Agreement"). This Opinion Letter is provided to you
at the request of the Sellers and the Bank pursuant to Section 5.1d
of the Agreement. Except as otherwise indicated herein,
capitalized terms used in this Opinion Letter are defined in the
Agreement or the Accord described below.

For purposes of this Opinion Letter, I have relied upon
factual representations made by the Sellers and the Bank in Section
4.1 of the Agreement, and I have assumed that the Agreement has
been duly executed and delivered by each of the Sellers. In
addition, the opinions as to (a) due organization of BSB in
Paragraph 1 of the Opinion Letter, (b) capitalization of BSB and
the Bank and lack of encumbrances, liens, and security interests
relating to the Bank Stock owned by BSB in Paragraph 4 of the
Opinion Letter are based solely on my review of the Constituent
Documents, minute books, and stock records and certificates of BSB
and the Bank.

Based upon and subject to the foregoing, I am of the
opinion that:

1. Organization, Good Standing, and Authority.
BSB and the Bank are each a corporation or bank duly
organized, validly existing, and in good standing under
the laws of the jurisdiction of its incorporation.

2. Absence of Default. None of the execution or
the delivery of the Agreement or the Merger Agreement,
the consummation of the transactions contemplated
thereby, or the fulfillment of the terms thereof, will
(a) violate the Constituent Documents of BSB or the Bank
or any agreement or instrument under which BSB, the Bank,
or any of the Sellers is obligated of which I have Actual
Knowledge, or (b) violate applicable provisions of any
statutory law or regulation to which BSB or the Bank is
subject.

3. Capitalization. The statements contained in
Section 4.1d as to the capitalization of the Corporations
and ownership of their shares of capital stock are true
and correct.

4. Options. To my Actual Knowledge, none of the
Corporations has outstanding any options, warrants, or
rights of any kind requiring it to sell or issue to
anyone any capital stock of any class and none of the
Corporations has agreed to sell any shares of its capital
stock.

I hereby confirm to you that there are no actions or
proceedings against any of the Corporations, pending or overtly
threatened in writing, before any court, governmental agency or
arbitrator which (i) seek to affect the enforceability of the
Agreement or (ii) seek damages in excess of $10,000.

I hereby consent to Crowe & Dunlevy relying on this
Opinion in the opinion such firm is rendering to you pursuant to
Section 5.1d of the Agreement.

Very truly yours,

Exhibit "C"

AGREEMENT

This Agreement entered into the ___ day of
________________, 1994, between BANK IV OKLAHOMA, NATIONAL
ASSOCIATION, Tulsa, Oklahoma, hereinafter called the Employer and
WILLIAM W. RODGERS, JR., hereinafter called the Employee.

RECITALS
--------

A. Employee is a party to that certain Stock Purchase
and Merger Agreement (the "Agreement") dated as of June 23, 1994,
among Fourth Financial Corporation, Employer, Security Bank and
Trust Company ("Security"), and certain stockholders of Blackwell
Security Bancshares, Inc., an Oklahoma corporation ("BSB").

B. The Agreement provides for the sale of all of the
capital stock of BSB to Fourth Financial Corporation and the merger
of Security into Employer so that Employee is selling the goodwill
of the business of Security and BSB within the meaning of 15 O.S.
Section 218.

C. The Agreement provides that Employee and Employer
will enter into an agreement substantially in the form of this
Agreement.

1. Employment. Employer hereby employs Employee and
Employee hereby accepts employment under the terms and conditions
hereinafter set forth.

2. Term. The term of this Agreement shall begin on the
date hereof and may be terminated as provided herein. Employee is
employed on an "at will" basis to serve at the pleasure of
Employer.

3. Compensation. For all services rendered by the
Employee under this Agreement, the Employer shall pay the Employee:
(i) an initial cash bonus of $100,000, payable on the date hereof;
(ii) a salary (initially $115,000 per year) comparable to that paid
by Employer to its other officers employed in similar capacities;
and (iii) subject to the provisions of Paragraph 10 hereof, $9,200
per month as supplemental salary for a period of 48 months
commencing on the date hereof.

4. Other Compensation. The Employee shall share
equitably in all other compensation and fringe benefits enjoyed by
a majority of the corporate officers of the Employer, including
incentive compensation plans.

5. Duties. The Employee is engaged as President of
Employer's Ponca City market-based "bank", to supervise and direct
the business of the Employer in such territory. The precise
services of the Employee may be defined, from time to time, at the
direction of the Chief Executive Officer of the Employer.

6. Extent of Services. The Employee shall devote his
entire time, attention, and energies to the business of the
Employer, and shall not during the term of this Agreement be
engaged in any other business activity whether or not such business
is pursued for gain, profit or other pecuniary advantage, unless
approval for such activity is given to the Employee by the Chief
Executive Officer of the Employer; but this shall not be construed
as to prevent the Employee from investing his assets in such form
or manner as will not require any services on the part of the
Employee in the operation of the businesses in which such
investments are made.

7. Vacations. The Employee shall be entitled each year
that this Agreement is in effect to a vacation of four weeks,
during which time his compensation shall be paid in full. If the
Employee shall be terminated by the Employer during the term of
this Agreement, Employer shall pay Employee for a pro-rata share of
any accrued but unused vacation time at the per-diem rate of his
regular compensation in addition to all other compensation herein
provided.

8. Disability. If the Employee is unable to perform
his services by reason of illness or incapacity for a period of
more than four consecutive weeks, the compensation otherwise
provided to him during the continued period of such illness or
incapacity shall be reduced by fifty percent (50%), until such time
as Employee qualifies for the receipt of disability benefits under
Employer's group disability insurance plan, it being the intent of
the parties that the Employee will look solely to such insurance
plan for receipt of disability benefits upon qualification
therefor. The Employee's full compensation shall be reinstated
upon his return to employment and the discharge of his full duties
hereunder. Notwithstanding anything to the contrary, the Employer
may terminate this Agreement at any time after the Employee shall
be absent from his employment, for whatever cause, for a continuous
period of six months, and all obligations of the Employer hereunder
shall cease upon any such termination.

9. Termination. Without cause, the Employer may
terminate this Agreement at any time upon 60 days' written notice
to the Employee. In such event, the Employee shall continue to
render his services up to the date of termination. Without cause,
the Employee may terminate this Agreement upon 60 days' written
notice to the Employer. In such event, the Employee shall continue
to render his services up to the date of termination. Employer may
also terminate this Agreement without prior notice to Employee for
"cause" as defined in the next sentence. Termination for "cause"
shall mean termination because of the Employee's embezzlement of
funds, willful violation of any state or federal laws constituting
a felony, material breach of any provision of this Agreement, or
commission of some other wrongful act that could reasonably be
expected to have a material adverse impact on Employer or its
reputation.

10. Compensation Upon Termination. If, prior to the
expiration of 48 months from the date hereof: (a) this Agreement
is terminated by the Employer without cause, or (b) the Employee
elects to terminate this Agreement but is willing to provide advice
and perform such consulting services on an exclusive basis in Kay,
County, Oklahoma as may be mutually agreed upon in good faith by
the Chief Executive Officer of Employer and Employee, Employee
shall continue to receive the monthly supplementary salary payments
described in Paragraph 3 for the balance of the 48-month period.
If this Agreement is terminated by the Employer with cause or by
the Employee without Employee having agreed to provide such
services, the Employee shall receive his compensation and fringe
benefits to the effective date of termination and the Employee
shall have no right to receive any compensation or other benefits
for any period after termination except for vested rights of the
Employee.

11. Relationship of Confidence and Trust. Employee
acknowledges that during his term of employment by Security he has
acquired, and during his employment by Employer he will continue to
acquire, valuable and confidential information, trade secrets, and
relationships with respect to Security's and Employer's successful
business practices and operations not generally known to the
public, including, by way of illustration and not of limitation,
knowledge of Employer's customers, rates, selling techniques,
marketing plans, costs, and future plans (collectively
"Confidential Information"). In addition, Employee has developed
and maintained on behalf of Security and will develop and maintain
on behalf of Employer, a personal acquaintance with various
persons, including, but not limited to, customers and suppliers,
which acquaintances may constitute Employer's only or principal
contact with such persons. As a consequence of the foregoing,
Employee occupies and will occupy a position of trust and
confidence with respect to Employer's affairs. In view of the
foregoing, Employee agrees that it is reasonable and necessary for
the protection of the goodwill and business of Employer, that
Employee make the covenants contained in Paragraphs 12 and 13
regarding his conduct, and that Employer will suffer irreparable
injury if Employee engages in conduct prohibited thereby. The
covenants contained in Paragraphs 12 and 13 shall each be construed
to be a separate agreement independent of any other provisions of
this Agreement, and the existence of any claim or cause of action
of Employee against Fourth Financial Corporation or Employer,
predicated on this Agreement, or otherwise, shall not constitute a
defense to the enforcement by Employer of any of said covenants.
The covenants contained in Paragraphs 12 and 13 shall survive the
termination of this Agreement for any reason.

12. Disclosure of Information and Trade Secrets.
Employee recognizes and acknowledges that all of the Confidential
Information, as the same may exist from time to time, are the
valuable, special, and unique assets of Employer. Employee
therefore agrees that he will never, during or after the term of
his employment by Employer, disclose any Confidential Information
to any person, firm, corporation, bank, association, or other
entity for any reason or purpose whatsoever, except for disclosures
he is required by law to make or which has become publicly
available by any means other than by Employee in breach of his
obligations hereunder, nor will he remove or copy any files,
memoranda, correspondence, notebooks, binders, record, plan, or
device from the offices of Employer. In the event of a breach or
threatened breach by Employee of any of the provisions of this
Paragraph 12, Employer shall be entitled to injunctive or other
equitable relief enjoining and restraining Employee from
disclosing, in whole or in part, any Confidential Information.
Nothing contained herein shall be construed as prohibiting Employer
from pursuing any other remedies available to it for such breach or
threatened breach.

13. Restrictive Covenant. In consideration of the
payment by Employer to Employee of the sum of $450,000 on the date
hereof, for a period of five years from the termination for any
reason of Employee's employment by Employer, Employee will not,
within Kay County, Oklahoma, or any county contiguous thereto,
without the prior written consent of Employer, directly or
indirectly, own, manage, operate, consult with, be employed by,
provide services for, solicit business for, or be connected with
the ownership, management, operation, or control of any commercial
bank, savings and loan, credit union, or other business engaged in
a business activity competitive to any business activity then
engaged in by Employer. Employee agrees that, in addition to all
other remedies otherwise available to Employer, Employer shall have
the right to injunctive relief to restrain and enjoin any actual or
threatened breaches of this provision and that if in any litigation
that might arise of the provisions contained in this paragraph, a
court should determine that the restrictions contained in this
paragraph are too broad, or too long in duration, or too broad in
geographic scope to be enforceable in equity, such provisions as
such court might find unenforceable are amended only so much as
shall be necessary in order for the restrictions contained herein
to be enforceable and, as so amended, shall be enforced by such
court.

14. Termination of Existing Agreements. All existing
employment and benefit agreements between Security and Employee,
oral or written, express or implied, including without limitation
that certain Agreement, dated October 10, 1984, are hereby
terminated and cancelled as of the date hereof.

15. Reimbursement. Employer has requested Employee to
move to Ponca City, Oklahoma. Employer agrees to reimburse
Employee for the difference, if any, between the amount he receives
from the sale of his current residence, after deducting all costs
reasonably incurred by him in preparing the property for sale,
sales expenses, and commissions, and $245,000 up to a maximum
reimbursement of $50,000.

16. Arbitration. Any controversy or claim arising out
of, or relating to, this Agreement, or the breach thereof, shall be
settled by arbitration in the City of Tulsa in accordance with the
Oklahoma Uniform Arbitration Act and judgement upon the award
rendered may be entered in any court having jurisdiction thereof.

17. Notices. Any notice or election required or
permitted to be given under this Agreement shall be sufficient if
in writing, and if sent by registered mail to the residence of the
Employee, or to the principal office of the Employer.

18. Waiver of Breach. The waiver by either party of a
breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach.

19. Assignment. The rights and obligations of the
Employer under this Agreement shall inure to the benefit of and
shall be binding upon the successors and assigns of the Employer.

20. Entire Agreement. This instrument contains the
entire Agreement of the parties on the subject matter hereof. This
Agreement may not be changed orally but only by an agreement in
writing signed by each party against whom enforcement of any
waiver, change, modification, extension, or discharge is sought.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.

BANK IV OKLAHOMA,
NATIONAL ASSOCIATION

By______________________________

"Employer"

________________________________
WILLIAM W. RODGERS, JR.

"Employee"

Exhibit "D"

CONSULTING AND MARKETING
AGREEMENT

This Agreement, made and entered into the __ day of
______, 1994, between BANK IV OKLAHOMA, NATIONAL ASSOCIATION,
Tulsa, Oklahoma, (hereinafter called "BANK IV"), and JAMES R.
RODGERS, (hereinafter called "Rodgers").

RECITALS
--------

A. Rodgers is a party to that certain Stock Purchase
and Merger Agreement (the "Agreement") dated as of June 23, 1994,
among Fourth Financial Corporation, BANK IV, Security Bank and
Trust Company ("Security"), and the stockholders of Blackwell
Security Bancshares, Inc., an Oklahoma corporation ("BSB").

B. The Agreement provides for the sale of all of the
capital stock of BSB to Fourth Financial Corporation and the
merger of Security into BANK IV so that Rodgers is selling the
goodwill of the business of Security and BSB within the meaning
of 15 O.S. Section 218.

C. The Agreement provides that Rodgers and BANK IV
will enter into an agreement substantially in the form of this
Agreement.

NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1. Agreement to Perform Services. Rodgers agrees
that during the term of this Agreement he will perform the
following services for BANK IV within Kay County, Oklahoma:

a. Legal. Subject to his right to refuse to
accept employment in any matter in which Rodgers may
believe he has an ethical restriction or which he in
good faith does not believe he can accept, Rodgers will
accept representation of BANK IV as its attorney in
such matters as BANK IV may request from time to time
and will endeavor to refrain from accepting employment
in matters that he might reasonably anticipate will
prevent him from representing BANK IV during the term
of this Agreement. Rodgers will be entitled to be paid
for all legal services performed by him during the term
of this Agreement at his then usual and regular rates
for similar services.

b. Consulting. During the term of this
Agreement, Rodgers shall make himself reasonably
available in Blackwell, Oklahoma, to consult with
officers of BANK IV about matters pertaining to
Security's former banking operations and BANK IV's
existing and proposed banking operations in Kay County,
Oklahoma.

c. Marketing. During the term of this
Agreement, Rodgers shall provide the following part-
time marketing services to BANK IV:

(i) Provide BANK IV with information about
potential new accounts and problems that may come to
his attention about dissatisfied customers;

(ii) Make marketing calls as may be requested
from time to time by BANK IV; and

(iii) Generally act as a goodwill ambassador of
BANK IV in the community.

All of such services may be performed by Rodgers at such
times as shall be reasonably convenient to him and as shall not
conflict with his legal practice and are subject to his ethical
obligations as an attorney.

2. Term. The term of this Agreement shall begin on the
date hereof and, subject to the termination provisions set forth
below, shall continue for three years.

3. Compensation. For all services other than legal
services rendered by Rodgers under this Agreement, BANK IV shall
pay Rodgers $4,208.33 per month commencing on the date hereof.
Rodgers is retained as an independent contractor and shall not be
entitled to receive any other compensation or to participate in
any of BANK IV's health insurance, life insurance, pension,
option, incentive, or other benefit plans of any kind.

4. Termination by Rodgers. Rodgers may terminate this
Agreement for any reason upon 60 days' written notice to BANK IV.
In such event, Rodgers shall continue to render his services up
to the date of termination.

5. Termination by BANK IV. BANK IV may terminate this
Agreement only for "cause" as defined in the next sentence.
Termination for "cause" shall mean termination because of
Rodgers' willful violation of any state or federal laws
constituting a felony, material breach of any provision of this
Agreement, or commission of some other wrongful act that could
reasonably be expected to have a material adverse impact on BANK
IV or its reputation.

6. Relationship of Confidence and Trust. Rodgers
acknowledges that during his term of affiliation with Security he
has acquired, and during his affiliation with BANK IV he will
continue to acquire, valuable and confidential information, trade
secrets, and relationships with respect to Security's and BANK
IV's successful business practices and operations not generally
known to the public, including, by way of illustration and not of
limitation, knowledge of BANK IV's customers, rates, selling
techniques, marketing plans, costs, and future plans
(collectively "Confidential Information"). In addition, Rodgers
has developed and maintained on behalf of Security and will
develop and maintain on behalf of BANK IV, a personal
acquaintance with various persons, including, but not limited to,
customers and suppliers, which acquaintances may constitute BANK
IV's only or principal contact with such persons. As a
consequence of the foregoing, Rodgers occupies and will occupy a
position of trust and confidence with respect to BANK IV's
affairs. In view of the foregoing, Rodgers agrees that it is
reasonable and necessary for the protection of the goodwill and
business of BANK IV, that Rodgers make the covenants contained in
Paragraphs 7 and 8 regarding his conduct, and that BANK IV will
suffer irreparable injury if Rodgers engages in conduct
prohibited thereby. The covenants contained in Paragraphs 7 and
8 shall each be construed to be a separate agreement independent
of any other provisions of this Agreement, and the existence of
any claim or cause of action of Rodgers against Fourth Financial
Corporation or BANK IV, predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by
BANK IV of any of said covenants. The covenants contained in
Paragraphs 7 and 8 shall survive the termination of this
Agreement for any reason.

7. Disclosure of Information and Trade Secrets. Rodgers
recognizes and acknowledges that all of the Confidential
Information, as the same may exist from time to time, are the
valuable, special, and unique assets of BANK IV. Rodgers
therefore agrees that he will never, during or after the term of
this Agreement, disclose any Confidential Information to any
person, firm, corporation, bank, association, or other entity for
any reason or purpose whatsoever, except for disclosures he is
required by law to make or which has become publicly available by
any means other than by Rodgers in breach of his obligations
hereunder, nor will he remove or copy any files, memoranda,
correspondence, notebooks, binders, record, plan, or device from
the offices of BANK IV unless authorized by BANK IV in connection
with his legal representation of BANK IV. In the event of a
breach or threatened breach by Rodgers of any of the provisions
of this Paragraph 7, BANK IV shall be entitled to injunctive or
other equitable relief enjoining and restraining Rodgers from
disclosing, in whole or in part, any Confidential Information.
Nothing contained herein shall be construed as prohibiting BANK
IV from pursuing any other remedies available to it for such
breach or threatened breach.

8. Restrictive Covenant. In consideration of the payment
by BANK IV to Rodgers of the sum of $250,000 on the date hereof,
for a period of five years from the termination for any reason of
this Agreement, Rodgers will not, within Kay County, Oklahoma, or
any county contiguous thereto, without the prior written consent
of BANK IV, directly or indirectly, own, manage, operate, consult
with, be employed by, provide services for, solicit business for,
or be connected with the ownership, management, operation, or
control of any commercial bank, savings and loan, credit union,
or other business engaged in a business activity competitive to
any business activity then engaged in by BANK IV. Rodgers agrees
that, in addition to all other remedies otherwise available to
BANK IV, BANK IV shall have the right to injunctive relief to
restrain and enjoin any actual or threatened breaches of this
provision and that if in any litigation that might arise of the
provisions contained in this paragraph, a court should determine
that the restrictions contained in this paragraph are too broad,
or too long in duration, or too broad in geographic scope to be
enforceable in equity, such provisions as such court might find
unenforceable are amended only so much as shall be necessary in
order for the restrictions contained herein to be enforceable
and, as so amended, shall be enforced by such court.

9. Termination of Existing Agreements. All existing
employment and benefit agreements between Security and Rodgers,
oral or written, express or implied are hereby terminated and
cancelled as of the date hereof.

10. Arbitration. Any controversy or claim arising out of,
or relating to, this Agreement, or the breach thereof, shall be
settled by arbitration in the City of Tulsa in accordance with
the Oklahoma Uniform Arbitration Act and judgement upon the award
rendered may be entered in any court having jurisdiction thereof.

11. Notices. Any notice or election required or permitted
to be given under this Agreement shall be sufficient if in
writing, and if sent by registered mail to the residence of
Rodgers, or to the principal office of BANK IV.

12. Waiver of Breach. The waiver by either party of a
breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach.

13. Assignment. The rights and obligations of BANK IV
under this Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of BANK IV.

14. Entire Agreement. This instrument contains the entire
Agreement of the parties on the subject matter hereof. This
Agreement may not be changed orally but only by an agreement in
writing signed by each party against whom enforcement of any
waiver, change, modification, extension, or discharge is sought.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.

BANK IV OKLAHOMA,
NATIONAL ASSOCIATION

By______________________________

"BANK IV"

________________________________
JAMES R. RODGERS

"Rodgers"

Exhibit 2.02

AGREEMENT AND PLAN OF REORGANIZATION

between

FOURTH FINANCIAL CORPORATION,

and

OKLAHOMA SAVINGS, INC.,

Dated as of July 21, 1994

TABLE OF CONTENTS

Page No.
--------

ARTICLE I. Definitions. . . . . . . . . . . . . . . . .2

Section 1.2 Accounting Terms . . . . . . . . . . . . . .8
Section 1.3 Use of Defined Terms . . . . . . . . . . . .8

ARTICLE II. Plan of Reorganization . . . . . . . . . . .8
Section 2.1 Tax-Free Reorganizations . . . . . . . . . .8
Section 2.2 Agreements of Fourth . . . . . . . . . . . .9
Section 2.3 Agreements of OSI and the Bank . . . . . . 12
Section 2.4 The Mergers. . . . . . . . . . . . . . . . 17
Section 2.5 Conversion and Exchange of Shares. . . . . 18
Section 2.6 Advance Preparations for Bank Merger . . . 20
Section 2.7 Negative Covenants . . . . . . . . . . . . 20

ARTICLE III. Representations and Warranties . . . . . . 21
Section 3.1 Representations and Warranties of OSI. . . 21
Section 3.2 Representations and Warranties of Fourth . 31

ARTICLE IV. Securities Laws Matters. . . . . . . . . . 35
Section 4.1 Registration Statement and Proxy Statement 35
Section 4.2 State Securities Laws. . . . . . . . . . . 36
Section 4.3 Affiliates . . . . . . . . . . . . . . . . 36
Section 4.4 Affiliates' Agreements . . . . . . . . . . 37

ARTICLE V. Closing Conditions . . . . . . . . . . . . 37
Section 5.1 Conditions to Obligations of Fourth and
BANK IV Oklahoma . . . . . . . . . . . . . 37
Section 5.2 Conditions to Obligations of OSI and the
Bank . . . . . . . . . . . . . . . . . . . 40

ARTICLE VI. Effective Time . . . . . . . . . . . . . . 41

ARTICLE VII. Termination of Agreement . . . . . . . . . 42
Section 7.1 Mutual Consent; Absence of Stockholder
Approval; Termination Date . . . . . . . . 42
Section 7.2 Election by Fourth . . . . . . . . . . . . 42
Section 7.3 Election by OSI. . . . . . . . . . . . . . 42
Section 7.4 Effect of Termination. . . . . . . . . . . 43

ARTICLE VIII. Miscellaneous. . . . . . . . . . . . . . . 43
Section 8.1 Nonsurvival of Representations, Warranties,
and Agreements . . . . . . . . . . . . . . 43
Section 8.2 Expenses . . . . . . . . . . . . . . . . . 44
Section 8.3 Notices. . . . . . . . . . . . . . . . . . 44
Section 8.4 Time . . . . . . . . . . . . . . . . . . . 44
Section 8.5 Law Governing. . . . . . . . . . . . . . . 44
Section 8.6 Entire Agreement; Amendment. . . . . . . . 44
Section 8.7 Press Releases . . . . . . . . . . . . . . 45
Section 8.8 Severability . . . . . . . . . . . . . . . 45
Section 8.9 Successors and Assigns . . . . . . . . . . 45
Section 8.10 Cover, Table of Contents, and Headings . . 45
Section 8.11 Counterparts . . . . . . . . . . . . . . . 45

EXHIBITS

Exhibit "A" Form of BANK IV Oklahoma Merger Agreement

Exhibit "B" Form of Fourth Merger Agreement

Exhibit "C" Form of Silver, Freedman and Taff and Ellis &
Morgan legal opinions

Exhibit "D" Form of Foulston & Siefkin legal opinion

Exhibit "E" Form of Affiliate's Agreement

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION, dated as of July 21,
1994, between FOURTH FINANCIAL CORPORATION, a Kansas corporation
("Fourth"), and OKLAHOMA SAVINGS, INC., a Delaware corporation
("OSI").

W I T N E S S E T H: That,
-------------------

WHEREAS, the Boards of Directors of Fourth and OSI have
approved, and deem it advisable and in the best interests of
their respective stockholders to consummate the business
combination transaction provided for herein; and

WHEREAS, Fourth and OSI desire to make certain
representations, warranties, and agreements in connection with
the transaction contemplated hereby and also to prescribe various
conditions to consummating such transaction; and

WHEREAS, for Federal income tax purposes, it is intended
that the merger contemplated by this agreement shall qualify as a
reorganization under the provisions of Section 368 of the
Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants, and agreements
set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. The following terms as used in this
Agreement shall have the following meanings unless the context
otherwise requires:

"Affiliate" has the same meaning as in Rules 145 and 405
adopted under the Securities Act by the SEC, as the same may be
amended from time to time.

"Agreement" refers to this Agreement and Plan of
Reorganization and all amendments hereto.

"Bank" means Stillwater Federal Savings Bank, a federal
savings bank.

"Bank Stock" means the common stock of the Bank, par value
$.01 per share.

"BANK IV Oklahoma" means BANK IV Oklahoma, National
Association, a national banking association.

"Bank Merger" means the merger of the Bank into BANK IV
Oklahoma pursuant to the Bank Merger Agreement.

"Bank Merger Agreement" means the Agreement to Merge,
substantially in the form of Exhibit "A" hereto, pursuant to which
the Bank Merger will be effected.

"Best Efforts" does not include those actions which are not
commercially reasonable under the circumstances.

"Board" means the Board of Governors of the Federal Reserve
System or any successor governmental entity which may be granted
powers currently exercised by the Board of Governors.

"Closing" means the consummation of the Mergers as provided in
this Agreement.

"Closing Price" means the closing price of Fourth Stock on the
trading day two trading days prior to the Effective Time as
reported in the Southwest Edition of The Wall Street Journal.

"Code" means the Internal Revenue Code of 1986, as amended,
and the rules and regulations promulgated thereunder, all as the
same may be in effect at the time.

"Comptroller" means the United States Comptroller of the
Currency or any successor governmental agency which may be granted
powers currently exercised by the Comptroller of the Currency.

"Corporations" refers to OSI and the Bank.

"Disclosure Statement" means the Disclosure Statement prepared
by OSI and delivered by it to Fourth prior to the execution and
delivery of this Agreement by Fourth.

"Effective Time" means the date and time on which the Mergers
are effective as more fully defined in this Agreement.

"Environmental, Health, and Safety Liabilities" means any
loss, cost, expense, claim, demand, liability, or obligation of
whatever kind or otherwise, based upon any Environmental, Health,
and Safety Law relating to:

(i) any environmental, health, or safety matter or
conditions, including, but not limited to, on-site or off-site
contamination, occupational safety and health, and regulation
of chemical substances or products;

(ii) fines, penalties, judgments, awards, settlements,
legal or administrative proceedings, damages, losses, claims,
demands, and response, remedial or inspection costs and
expenses arising under any Environmental, Health, and Safety
Law;

(iii) financial responsibility under any Environmental
Law for cleanup costs or corrective actions, including for any
removal, remedial or other response actions, and for any
natural resource damage; and

(iv) any other compliance, corrective, or remedial action
required under any Environmental, Health, and Safety Law.

"Environmental, Health, and Safety Law" means any provision of
past or present Law relating to any environmental, health, or
safety matters or conditions, Hazardous Materials, pollution, or
protection of the environment, including, but not limited to, on-
site and off-site contamination, occupational safety and health,
and regulation of chemical substances or products, emissions,
discharges, release, or threatened release of contaminants,
chemicals or industrial, toxic, radioactive, or Hazardous Materials
or wastes into the environment, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling of Hazardous Materials,
pollutants, contaminants, chemicals, or industrial, toxic,
radioactive, or hazardous substances or wastes.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the rules and regulations promulgated
thereunder, all as the same may be in effect at the time.

"ESOP" means the Oklahoma Savings, Inc. Employees Stock
Ownership Plan.

"Exchange Act" means the federal Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated
thereunder, all as the same may be in effect at the time.

"Federal Deposit Insurance Act" means the Federal Deposit
Insurance Act, as amended, and the rules and regulations
promulgated thereunder, all as the same may be in effect at the
time.

"FDIC" means the Federal Deposit Insurance Corporation or any
successor agency.

"Financial Statements" refers to all of the financial
statements described in clause g of Section 3.1 of this Agreement.

"Fourth" means Fourth Financial Corporation, a Kansas
corporation and a party to this Agreement.

"Fourth Merger" means the merger of OSI into Fourth pursuant
to the Fourth Merger Agreement.

"Fourth Merger Agreement" means the Agreement of Merger,
substantially in the form of Exhibit "B" hereto, pursuant to which
the Fourth Merger will be effected.

"Fourth SEC Documents" has the meaning contained in Section
3.2.d of this Agreement.

"Fourth Stock" means the common stock of Fourth, par value $5
per share.

"GAAP" means generally accepted accounting principles, applied
on a consistent basis, set forth in Opinions of the Accounting
Principles Board of the American Institute of Certified Public
Accountants and/or in statements of the Financial Accounting
Standards Board and/or their successors which are applicable in the
circumstances in question; and the requisite that such principles
be applied on a consistent basis means that the accounting
principles observed in a current period are comparable in all
material respects to those applied in a preceding period.

"Hazardous Materials" means and includes: (i) any hazardous
substance or toxic material (excluding any lawful product for use
in the ordinary course of the Bank's business which contains such
substance or material), pollutant, contaminant, toxic material, or
hazardous waste as defined in any federal, state, or local
environmental Law; (ii) waste oil and petroleum products; and (iii)
any asbestos, asbestos-containing material, urea formaldehyde or
material which contains it.

"Merger Agreements" collectively refers to the two merger
agreements provided for in this Agreement pursuant to which the two
Mergers will be accomplished.

"Mergers" refers collectively to the Bank Merger and the
Fourth Merger.

"Occupied Properties" means the parcels of real property owned
or leased by the Corporations on which one or more of the
Corporations conduct or have conducted deposit taking activities,
all of which properties are described in Schedule H to the
Disclosure Statement under the caption "Bank Occupied Properties".

"OTS" means the Office of Thrift Supervision of the United
States Department of the Treasury and any successor agency which
may be granted powers currently exercised by the Office of Thrift
Supervision.

"OSI" means Oklahoma Savings, Inc., a Delaware corporation and
a party to this Agreement.

"OSI Stock" means the common stock, par value $.01 per share,
of OSI.

"OSI 1993 10-K" means the Form 10-KSB for the fiscal year
ended September 30, 1993 filed by OSI.

"OSI SEC Documents" has the meaning contained in Section 3.1.r
of this Agreement.

"Permitted Contract" means a contract or agreement, written or
oral, between the Bank, on the one hand, and a person other than a
customer of the Bank or another financial institution, on the other
hand, which (i) was entered into in the ordinary course of
business, (ii) may be terminated by Fourth or BANK IV Oklahoma, as
the case may be, after the Effective Time on no more than 30 days'
prior notice, (iii) provides for a payment of no more than $5,000
in any calendar month by the Bank, and (iv) provides for no payment
upon termination in excess of $5,000.

"Permitted Encumbrances" mean with respect to any asset:

(a) liens for taxes not past due;

(b) mechanics' and materialmen's liens for services or
materials for which payment is not past due; and

(c) minor defects, easements, restrictions,
encumbrances, and irregularities in title which do not, in the
aggregate, materially diminish the value of a property or
materially impair the use of a property for the purposes for
which it is or may reasonably be expected to be held.

"Proxy Statement" means the proxy statement to be used in
connection with the special stockholders' meeting of OSI to be
called for the purpose of considering and voting upon the Mergers.

"Registration Statement" means the registration statement on
Form S-4 to be filed by Fourth with the SEC pursuant to the
Securities Act in connection with the registration of the shares of
Fourth Stock to be issued in connection with the Fourth Merger.

"Required Approvals" means the approval, consent, or non-
objection, as the case may be, of the Board, the OTS, the
Comptroller, and all other governmental or self-governing agencies,
boards, departments, and bodies whose approval, consent, or non-
action is required in order to consummate the Mergers, and each of
them, which approvals, consents, and non-objections shall have
become final and nonappealable without any appeal or other form of
review having been initiated and as to which all required waiting
periods shall have expired.

"SEC" means the United States Securities and Exchange
Commission or any other governmental entity which may be granted
powers currently being exercised by the Securities and Exchange
Commission.

"Securities Act" means the federal Securities Act of 1933, as
amended, or any successor federal statute, and the rules and
regulations promulgated thereunder, all as the same shall be in
effect at the time.

"Subsidiary" means any corporation fifty percent or more of
the common stock or other form of equity of which shall be owned,
directly or indirectly, by another corporation.

1.2. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP
consistent with that applied in the preparation of the financial
statements submitted pursuant to this Agreement, and all financial
statements submitted pursuant to this Agreement shall be prepared
in all material respects in accordance with such principles.

1.3. Use of Defined Terms. All terms defined in this
Agreement shall have the defined meanings when used in the Merger
Agreements, or any other agreement, document, or certificate made
or delivered pursuant to this Agreement, unless otherwise there
defined or unless the context otherwise requires.

ARTICLE II

PLAN OF REORGANIZATION

2.1. Tax-Free Reorganizations. It is the intention of the
parties that the Mergers contemplated by this Agreement and the
Merger Agreements shall qualify as tax-free reorganizations under
Section 368(a)(1)(A) of the Code.

2.2. Agreements of Fourth.

a. Fourth shall cause BANK IV Oklahoma to execute and
deliver the Bank Merger Agreement. Fourth has approved and
adopted this Agreement and the Fourth Merger Agreement in
accordance with the applicable Laws of the United States of
America and the State of Kansas. Fourth shall vote or cause
to be voted all of the stock of BANK IV Oklahoma in favor of
the approval and adoption of the Bank Merger Agreement.
Subject to the terms and conditions contained in this
Agreement, upon receipt of all of the Required Approvals,
Fourth shall cause BANK IV Oklahoma to perform the Bank Merger
Agreement.

b. Fourth shall cause all necessary action to be taken
to authorize the issuance of the number of shares of Fourth
Stock to be issued in the Fourth Merger and shall reserve such
shares for issuance in the Fourth Merger.

c. Prior to the Effective Time, Fourth, separately and
with the other parties hereto, shall use, and cause BANK IV
Oklahoma to use, its Best Efforts in good faith to take or
cause to be taken as promptly as practicable all such steps as
shall be necessary to obtain all of the Required Approvals,
and shall do any and all acts and things reasonably deemed by
Fourth or the Corporations to be necessary or appropriate in
order to cause the Mergers to be consummated on the terms
provided herein and in the Merger Agreements as promptly as
practicable.

d. On or prior to the Effective Time, as appropriate
for the transactions contemplated hereby, Fourth shall, and
shall cause BANK IV Oklahoma to, execute and deliver the
Merger Agreements and the other closing documents provided for
in this Agreement, shall take all such other actions as are
required or desirable to effect the Mergers, and shall utilize
their Best Efforts to cause all of the conditions described in
Section 5.2 of this Agreement to occur and be continuing, and
to consummate all of the other transactions contemplated
hereby.

e. Prior to the Effective Time, Fourth shall, to the
extent permitted by Law and outstanding confidentiality
agreements, give OSI and its counsel and accountants full
access, during normal business hours and upon reasonable
notice, to its properties, books, and records, and shall
furnish OSI during such period with all such information
concerning its affairs as OSI may reasonably request. The
availability or actual delivery of information about Fourth to
OSI shall not affect the covenants, representations, and
warranties of Fourth contained in this Agreement; provided,
that OSI shall promptly disclose to Fourth any apparent
breaches of such covenants, representations, or warranties
discovered by it prior to the Effective Time. Except for
information disclosed in the Registration Statement or as
otherwise required to be disclosed in the course of obtaining
governmental approvals, OSI shall treat as confidential all
such information in the same manner as OSI treats similar
confidential information of its own and, if this Agreement is
terminated, OSI shall continue to treat all such information
obtained in such investigation and not otherwise known to OSI
from a source not known to OSI to be under a confidential
relationship with Fourth, or already in the public domain, as
confidential and shall return such documents theretofore
delivered by Fourth to OSI as Fourth shall request.

f. With regard to OSI's and Bank's employees who are
terminated due to job eliminations within six months of
Closing, Fourth shall honor its Acquisition Severance Schedule
previously furnished to OSI.

g. Fourth shall provide directors' and officers'
liability insurance coverage for the directors and officers of
the Corporations substantially similar to that currently in
effect, or continue such insurance, for a period of three
years from the Effective Time, which insurance shall provide
coverage for acts and omissions occurring on or prior to the
Effective Time.

h. Between the date of this Agreement and the Effective
Time of the Mergers, Fourth agrees that Fourth and its
Subsidiaries shall not (i) amend any of their articles of
incorporation, charters, bylaws or other governing instruments
so as to materially adversely affect the rights which the
stockholders of OSI who become holders of Fourth Stock
pursuant to the Fourth Merger would have had had they acquired
the Fourth Stock to be issued pursuant to the Fourth Merger on
the date hereof, or (ii) enter into any agreement,
understanding or commitment with any other party which would
materially interfere with, delay or impede in any material
respect consummation of the transactions contemplated hereby.

i. Fourth shall provide or cause to be provided to all
employees of OSI and the Bank who become employees of BANK IV
Oklahoma following the consummation of the Mergers the same
employee benefits offered to employees of Fourth and its
banking Subsidiaries, and to give credit to any and all
employees of OSI and the Bank following the consummation of
the Mergers for all service with OSI and the Bank prior to the
Effective Time in accordance with Paragraph 5C the Fourth
Financial Corporation Acquisition Schedule previously
delivered to OSI. If the Mergers have not been consummated by
December 31, 1994, the Bank may conform its vacation schedule
and sick leave policies to those of BANK IV Oklahoma,
effective January 1, 1995.

j. Prior to the filing of any applications with
governmental authorities relating to the Required Approvals,
Fourth shall provide its proposed filing(s) to OSI and its
counsel at least two business days prior to filing for their
review and comments.

k. Immediately following the consummation of the Bank
Merger, BANK IV Oklahoma as successor in interest to the Bank
will terminate the written employment agreement between the
Bank and Beth F. Buchanan dated January 1, 1994 by making a
single lump sum payment to Beth F. Buchanan within five days
after the Effective Time in an amount equal to 299% of her
"base amount" of compensation, as defined in Section 280G
(b)(3) of the Code. Notwithstanding the foregoing, Beth F.
Buchanan's employment will be continued by BANK IV Oklahoma as
an "employee at will" but subject to the same rights and
entitlements of any other employees of the Bank who continue
their service with BANK IV Oklahoma.

l. At the Effective Time, BANK IV Oklahoma will invite
each person who was a member of the Board of Directors of the
Bank immediately prior to the Effective Time to become a
member of a BANK IV Oklahoma Advisory Board of Directors to
serve at the pleasure of BANK IV Oklahoma.

2.3. Agreements of OSI.

a. Prior to the consummation of the Mergers, neither of
the Corporations shall, except with the prior written consent
of Fourth or as otherwise provided in this Agreement or the
Merger Agreements:

(1) Amend its charter, certificate of
incorporation, bylaws, or other charter documents, or
make any change in its authorized, issued, or outstanding
capital stock, grant any stock options or right to
acquire shares of any class of its capital stock or any
security convertible into any class of capital stock,
purchase, redeem, retire, or otherwise acquire any shares
of any class of its capital stock or any security
convertible into any class of its capital stock, or agree
to do any of the foregoing;

(2) Declare, set aside, or pay any dividend or
other distribution in respect of any class of its capital
stock except if the Mergers are not consummated by
November 15, 1994, OSI may declare and pay a cash
dividend per share of OSI Stock equal to the product of
0.84 multiplied by the per share fourth quarter cash
dividend declared by Fourth;

(3) Adopt, enter into, amend materially or grant
any options, restricted stock, or other rights under any
employment contract or any bonus, stock option, profit
sharing, pension, retirement, incentive, or similar
employee benefit program or arrangement or grant any
salary or wage increase except (a) normal individual
increases in compensation to employees in accordance with
established employee procedures of the Corporations, (b)
payments in accordance with the Fourth Financial
Corporation Acquisition Severance Schedule previously
furnished to OSI, (c) normal bonuses on a pro rata basis
through closing, (d) increases in the contributions to be
made to the ESOP for the current fiscal year in an amount
equal to the maximum amount permitted by applicable Law,
(e) the termination of the ESOP as of the Effective Time,
and (f) acceleration of vesting under the Oklahoma
Savings, Inc. Recognition and Retention Plan (with
respect to Restricted Stock) and stock options issued
under the Oklahoma Savings, Inc. 1993 Stock Option and
Incentive Plan;

(4) Incur any indebtedness for borrowed money
(except for federal funds, advances from the Federal Home
Loan Bank System, repurchase agreements entered into in
the ordinary and usual course of business, deposits
received by the Bank, endorsement, for collection or
deposit, of negotiable instruments received in the
ordinary and usual course of business, and issuance of
letters of credit by the Bank in the ordinary and usual
course of business), assume, guarantee, endorse, or
otherwise as an accommodation become liable or
responsible for obligations of any other individual,
firm, or corporation;

(5) Pay or incur any obligation or liability,
absolute or contingent, other than liabilities incurred
in the ordinary and usual course of business of the
Corporations;

(6) Except for transactions in the ordinary and
usual course of business of the Bank or for Permitted
Encumbrances, mortgage, pledge, or subject to lien or
other encumbrance any of its properties or assets;

(7) Except for transactions in the ordinary and
usual course of business of the Bank (including, without
limitation, sales of assets acquired by the Bank in the
course of collecting loans) and the sale of the Bank's
real property located at 1020 North Boomer, Stillwater,
Oklahoma, sell or transfer any of its properties or
assets or cancel, release, or assign any indebtedness
owed to it or any claims held by it;

(8) Without Fourth's consent, which consent will
not be unreasonably withheld, make any investment of a
capital nature in excess of $25,000 for any one item or
group of similar items either by the purchase of stock or
securities (not including bonds or other investment
securities purchased in the ordinary and usual course of
business by the Bank), contributions to capital, property
transfers, or otherwise, or by the purchase of any
property or assets of any other individual, firm, or
corporation;

(9) Without Fourth's consent, which consent will
not be unreasonably withheld, enter into any material
other agreement not in the ordinary and usual course of
business;

(10) Except as described in subparagraph (b) of
Section 7.3 of this Agreement, merge or consolidate with
any other corporation, acquire any stock (except in a
fiduciary capacity), solicit any offers for any class of
its capital stock or a substantial portion of the assets
of any of the Corporations or, except in the ordinary
course of business, acquire any assets of any other
person, corporation, or other business organization, or
enter into any discussions with any person concerning, or
agree to do, any of the foregoing; or

(11) Enter into any transaction or take any
voluntary action which would, if effected prior to the
Effective Time, constitute a breach of any of the
representations, warranties, or covenants contained in
this Agreement.

b. Prior to the Effective Time, OSI shall cause each of
the Corporations to conduct its respective business in the
ordinary and usual course as heretofore conducted, including
maintaining its current policies and procedures regarding the
review, approval, and collection of loans; to furnish Fourth
with monthly financial statements and management reports; and
to use its Best Efforts (1) to preserve its business and
business organization intact, (2) to keep available to Fourth
and BANK IV Oklahoma the services of its present officers and
employees, (3) to preserve the good will of customers and
others having business relations with it, (4) to maintain its
properties in customary repair, working order, and condition
(reasonable wear and tear excepted), (5) to comply with all
Laws applicable to it and the conduct of its business, (6) to
keep in force at not less than their present limits all
existing policies of insurance, (7) to make no material
changes in the customary terms and conditions upon which it
does business, (8) to duly and timely file all reports, tax
returns, and other documents required to be filed with
federal, state, local, and other authorities, and (9) unless
it is contesting the same in good faith and has established
reasonable reserves therefor, to pay when required to be paid
all taxes indicated by tax returns so filed or otherwise
lawfully levied or assessed upon it or any of its properties
and to withhold or collect and pay to the proper governmental
authorities or hold in separate bank accounts for such payment
all taxes and other assessments which it believes in good
faith to be required by law to be so withheld or collected.

c. Prior to the Effective Time, OSI shall cause the
Corporations, to the extent permitted by Law, to give Fourth
and its counsel and accountants full access, during normal
business hours and upon reasonable notice, to their respective
properties, books, and records, and to furnish Fourth during
such period with all such information concerning their affairs
as Fourth may reasonably request. The availability or actual
delivery of information about the Corporations to Fourth shall
not affect the covenants, representations, and warranties of
the Corporations contained in this Agreement or the Merger
Agreements except as provided in Section 8.1 hereof; provided,
that Fourth shall promptly disclose to OSI any apparent
breaches of such covenants, representations, or warranties
discovered by it prior to the Effective Time. Except for
confidential information disclosed in the Registration
Statement or as otherwise required to be disclosed in the
course of obtaining governmental approvals, Fourth shall treat
as confidential all confidential information in the same
manner as Fourth treats similar confidential information of
its own and, if this Agreement is terminated, Fourth shall
continue to treat all such information obtained in such
investigation and not otherwise known to Fourth from a source
not known to Fourth to be under a confidential relationship
with the Corporations, or already in the public domain, as
confidential and shall return such documents theretofore
delivered by the Corporations to Fourth as the Corporations
shall request.

d. OSI shall cause this Agreement and the Fourth Merger
Agreement to be submitted promptly to its stockholders for
approval, adoption, ratification, and confirmation at a
special meeting to be called and held in accordance with
applicable Law and its respective certificate of incorporation
and bylaws. Subject to its fiduciary obligations to its
stockholders, the board of directors of OSI shall at all times
prior to the Effective Time recommend that the Merger
Agreements be approved, ratified, and confirmed, and as of the
date hereof, by authorizing the execution of this Agreement,
the board of directors of OSI does hereby recommend such
approval, adoption, ratification, and confirmation. Subject
to approval of the Fourth Merger by the stockholders of OSI,
OSI, as the sole stockholder of the Bank, shall approve and
adopt the Bank Merger and the Bank Merger Agreement.

e. OSI, separately and jointly with Fourth and BANK IV
Oklahoma, shall use, and shall cause the Bank to use, its Best
Efforts in good faith to take or cause to be taken as promptly
as practicable all such steps as shall be necessary to obtain
all of the Required Approvals, and shall do any and all acts
and things reasonably deemed by Fourth or the Corporations to
be necessary or appropriate in order to cause the Mergers to
be consummated on the terms provided herein and in the Merger
Agreements as promptly as practicable.

f. On or prior to the Effective Time, as appropriate
for the transactions contemplated hereby, OSI shall, and shall
cause the Bank to, execute and deliver the Merger Agreements
and the other closing documents provided for in this
Agreement, shall take all such other actions required or
desirable in order to effect the Mergers, and shall utilize
its Best Efforts to cause all of the conditions described in
Section 5.1 of this Agreement to occur and be continuing, and
to consummate all of the other transactions contemplated
hereby.

g. OSI shall cause each of the Corporations to
cooperate with Fourth in Fourth's efforts to obtain current
title evidence or insurance, environmental assessment reports,
and surveys on such of the Corporation's real estate as Fourth
may desire.

h. From the date hereof through the Effective Time, OSI
shall cause the Bank to give Robert W. Peterson, Vice
President, BANK IV Kansas, N.A. (or such other person as may
be designated by Fourth in writing) at least one business day
advance oral notice of all proposed securities purchases or
sales involving an aggregate price of $100,000 or more.

i. Subject to receipt of a favorable determination
letter on or before June 30, 1995, as of the Effective Time,
the Board of Directors of OSI shall cause the ESOP to be
terminated in accordance with applicable Law. Each
participant in the ESOP shall become fully vested at the
Effective Time. On or prior to the Effective Time, the Board
of Directors of OSI shall designate a committee consisting of
at least two current members of the Board of Directors of the
Bank (the "Committee") and the administrative and other
authority previously exercised with respect to the ESOP by the
Board of Directors of the Bank shall be solely exercised by
the Committee which authority shall include, but not be
limited to, the appointment and removal of trustees and
adoption of amendments to the ESOP, all as may be necessary or
appropriate in the winding up the ESOP and the distribution of
its assets as soon as practicable to or for the benefit of
existing and former participants or their beneficiaries in a
single lump sum or to an individual retirement account or
other eligible plan, including but not limited to the savings
and investment plan of Fourth, at the election of each
participant or beneficiary. Prior to the making of any
termination distributions or allocating any amounts resulting
from the retirement of the ESOP loan, the Bank or the
Committee shall obtain a favorable determination letter from
the Internal Revenue Service relating to the plan's tax-
qualified status. The determination letter request shall
fully describe all relevant facts and authorities relating to
the issue of allocating the unallocated shares to
participants. If on or before June 30, 1995, a favorable
determination letter relating to the retirement of the ESOP
debt and the allocation of unallocated amounts has not been
obtained and if the plan is otherwise qualified, the ESOP
shall be merged into the savings and investment plan of Fourth
and any unallocated amounts shall not be allocated to
participants in the ESOP. Any expenses incurred with respect
to the ESOP after the Effective Time shall be paid solely from
the assets of the ESOP and shall not be paid by Fourth or BANK
IV Oklahoma.

2.4. The Mergers.

a. At the Effective Time, the Bank Merger and the
Fourth Merger shall occur simultaneously pursuant to the
Merger Agreements. The Bank Merger Agreement and the Fourth
Merger Agreement shall be substantially in the form of
Exhibits "A" and "B" to this Agreement, respectively, with
such immaterial changes thereto as may be required or
desirable in order to obtain the required governmental
approvals and with all blanks properly completed.

b. As the result of the Bank Merger, the separate
existence of the Bank shall cease and BANK IV Oklahoma, as the
surviving association, shall continue its corporate existence
under the laws of the United States; the existing articles of
association of BANK IV Oklahoma and the bylaws of BANK IV
Oklahoma shall be the articles of association and bylaws of
the merged bank; the directors and officers of Bank IV
Oklahoma immediately preceding the Bank Merger shall be the
directors and officers of the merged bank; BANK IV Oklahoma
shall possess all the rights, privileges, powers, and
franchises of the Bank; all property, real, personal, and
mixed, belonging to the Bank shall be vested in and belong to
BANK IV Oklahoma; and all rights of creditors and depositors
of the Bank shall continue unimpaired.

c. As the result of the Fourth Merger, the separate
existence of OSI shall cease, and Fourth, as the surviving
corporation, shall continue its corporate existence under the
laws of the State of Kansas; the articles of incorporation and
the bylaws of Fourth in effect at the Effective Time shall be
the articles of incorporation and bylaws of the surviving
corporation until further amended as provided by Law; the
directors and officers of Fourth immediately preceding the
Fourth Merger shall be the directors and officers of the
surviving corporation; Fourth shall possess all the rights,
privileges, powers, and franchises of a public as well as of
a private nature of OSI; all property, real, personal, and
mixed, belonging to OSI shall be vested in and belong to
Fourth; and all rights of creditors of OSI shall continue
unimpaired.

d. From time to time as and when requested by Fourth,
BANK IV Oklahoma, its respective successors or assigns, the
officers and directors of the Bank and OSI last in office
shall execute and deliver such deeds and other instruments and
shall take or cause to be taken such other actions as shall be
necessary or desirable to vest or perfect or to confirm of
record or otherwise BANK IV Oklahoma's or Fourth's title to,
and possession of, all the property, interests, assets,
rights, privileges, immunities, powers, franchises, and
authority of the Bank or OSI, or either of them, and otherwise
to carry out the purposes of this Agreement; provided, that no
such officer or director shall thereby incur any expense or
liability.

2.5. Conversion and Exchange of Shares.

a. Fourth Merger. The manner of converting or
exchanging the shares of capital stock of OSI outstanding at
the Effective Time shall be as follows:

(1) The Fourth Merger shall effect no change in any
of the then issued and outstanding shares of Fourth Stock
and none of Fourth's then issued and outstanding shares
of Fourth Stock shall be converted or exchanged as the
result of the Fourth Merger.

(2) At the Effective Time, upon consummation of the
Fourth Merger, each issued and outstanding share of OSI
Stock shall cease to be an issued and existing share, and
each share shall automatically be converted into and
exchanged for 0.84 shares of Fourth Stock.

b. Bank Merger. At the Effective Time, upon
consummation of the Bank Merger, each issued and outstanding
share of Bank Stock shall automatically be converted into and
exchanged for .002 shares of capital stock of BANK IV
Oklahoma, par value $5.00.

c. Adjustment for Changes in Fourth's Capitalization.
In the event that between the date of this Agreement and the
Effective Time Fourth shall take any action to subdivide its
outstanding shares of common stock into a greater number of
shares, or to combine its outstanding shares of common stock
into a smaller number of shares, or to declare a stock
dividend on its outstanding common stock, or to effect a
reclassification of its common stock, then the number and kind
of shares of Fourth Stock which the stockholders of OSI shall
be entitled to receive in the Fourth Merger shall be adjusted
equitably to prevent dilution or enlargement of the
proportionate common stock interests in Fourth to be received
by them.

d. Stock Certificates. After the Effective Time and
until surrendered for exchange, each outstanding stock
certificate which prior to the Effective Time represented OSI
Stock shall be deemed for all corporate purposes to represent
the right to receive the number of shares of Fourth Stock into
which the shares of stock have been so converted; provided,
that in any matters relating to the shares represented by such
stock certificates, Fourth may rely exclusively upon the
record of stockholders maintained by OSI containing the names
and addresses of all stockholders of record at the Effective
Time. Unless and until such outstanding stock certificates
formerly representing such shares are so surrendered, no
dividend payable to holders of Fourth Stock, as of any date on
or subsequent to the Effective Time, shall be paid to the
holder of such outstanding certificates in respect thereof.
Upon surrender of such outstanding certificates (or, in case
of lost certificates, upon receipt of a surety bond or other
form of indemnification which is satisfactory to Fourth),
however, the former OSI stockholder shall receive a
certificate evidencing the shares of Fourth Stock to which
such stockholder is entitled plus the accrued dividends on
such stock from the Effective Time, without interest.

e. Fractional Shares. No fractional shares of Fourth
Stock will be issued. Instead, upon surrender of OSI stock
certificates (or in the case of lost certificates, a surety
bond or other form of indemnification which is satisfactory to
Fourth), Fourth will pay, or cause to be paid, to the holder
thereof the cash value of the fractional interest to which the
holder thereof would otherwise be entitled, based upon the
Closing Price.

f. Exchange Procedure. Promptly after the Effective
Time, Fourth will send a notice and transmittal form to each
record holder of outstanding certificates that immediately
prior to the Effective Time evidenced shares of OSI Stock,
advising such stockholder of the effectiveness of the Fourth
Merger and the procedures for surrendering to Fourth such
certificates in exchange for certificates representing the
number of shares of Fourth Stock into which the shares of such
capital stock represented by such certificates shall have been
converted.

2.6. Advance Preparations for Bank Merger. The parties
acknowledge that Fourth anticipates it will be desirable to take
various actions immediately following the Effective Time to
maximize the future profitability of BANK IV Oklahoma, and that, as
future stockholders of Fourth, the OSI stockholders will all
benefit from such actions to the extent they are successful.
Accordingly, OSI will cooperate and will cause the Bank to
cooperate with Fourth in making advance plans and preparations for
post-closing operations, including, without limitation, cooperation
with employees of Fourth in planning for post-closing operations.

2.7. Negative Covenants. Neither Fourth, OSI, nor any of
their respective Subsidiaries has taken or will voluntarily take
any action that would (i) prevent the transactions contemplated
hereby, including the Mergers, from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code,
or (ii) materially impede or delay receipt of any regulatory
approval referred to in the Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1. Representations and Warranties of OSI. Except as
expressly disclosed in the Disclosure Statement, OSI represents and
warrants to Fourth as follows:

a. Organization, Good Standing, and Authority. OSI is
a savings and loan holding company duly registered pursuant to
the Home Owners Loan Act of 1933, as amended. Each of the
Corporations is a corporation or bank duly organized, validly
existing, and in good standing under the laws of the
jurisdiction of its incorporation and with all appropriate
governmental agencies, and each has all requisite corporate
power and authority to conduct its business as it is now
conducted, to own its properties and assets, and to lease
properties used in its business. The only subsidiary of OSI
is the Bank. The Bank has no Subsidiaries. Neither of the
Corporations is in violation of its charter documents or
bylaws, or of any applicable Law in any material respect. The
deposits of the Bank are insured by the FDIC to the maximum
extent for each depositor permitted by Law and the Bank has
paid all assessments and filed all reports required to be
filed under the Federal Deposit Insurance Act.

b. Binding Obligations; Due Authorization. This
Agreement constitutes, and the Merger Agreements will upon
execution and delivery constitute, subject only to Required
Approvals and the approval and adoption thereof by the
stockholders of OSI and the Bank, valid and binding
obligations of OSI and the Bank, enforceable against each of
such parties in accordance with the respective terms of such
documents, except as the enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization,
moratorium, or other similar laws relating to or affecting the
enforcement of creditors' rights generally, or the rights of
creditors of federally chartered savings banks or savings and
loan holding companies and subject as to the enforcement of
remedies to general principles of equity. The execution,
delivery, and performance of this Agreement, the Merger
Agreements, and the transactions contemplated by all such
agreements have been duly authorized by the board of directors
of OSI.

c. Absence of Default. None of the execution or the
delivery of this Agreement and the Merger Agreements, and
subject to the obtaining of all Required Approvals and the
approval of OSI's stockholders, the consummation of the
transactions contemplated hereby or thereby or the fulfillment
of the terms hereof or thereof, will (1) conflict with, or
result in a breach of the terms, conditions, or provisions of,
or constitute a default under the charter documents or bylaws
of either of the Corporations or under any material agreement
or instrument under which either of the Corporations is
obligated, the result of which conflict or breach is likely to
have a material adverse effect on either of the Corporations,
its material assets, or its financial condition, or (2)
violate any Law to which either of the Corporations is
subject.

d. Capitalization. OSI is authorized to issue: (a)
2,000,000 shares of OSI Stock, par value $.01 per share, of
which 419,200 shares are validly issued and outstanding; and
(b) 500,000 shares of preferred stock, par value $.01 per
share, none of which is issued and outstanding. The Bank is
authorized to issue: (a) 2,000,000 shares of Bank Stock, par
value $.01 per share, of which 410,795 shares are validly
issued and outstanding, all of which are owned by OSI free and
clear of all encumbrances, liens, security interests, and
claims whatsoever, and (b) 500,000 shares of preferred stock,
par value $.01 per share, none of which is issued and
outstanding.

e. Charter Documents. True and correct copies of the
charter documents and bylaws of both of the Corporations, with
all amendments thereto, are included in the Disclosure
Statement as Exhibits "E-1" to "E-4."

f. Options, Warrants, and Other Rights. Neither of the
Corporations has outstanding any options, warrants, or rights
of any kind requiring it to sell or issue to anyone any
capital stock of any class and neither of the Corporations has
agreed to issue, sell, or purchase any additional shares of
any class of its capital stock except for options to purchase
23,149 shares of OSI Stock granted under OSI's incentive stock
option plan.

g. Financial Statements. Included in the Disclosure
Statement as Exhibits "G-1" through "G-4" are true and
complete copies of the following financial statements, all of
which have been prepared in accordance with GAAP and all
applicable regulatory accounting principles consistently
followed throughout the periods indicated and fairly present
in all material respects the financial condition of the
Corporations as of the dates and for the periods indicated,
subject in the case of interim financial statements, to normal
recurring year-end adjustments (the effect of which will not,
individually or in the aggregate, be materially adverse) and
the absence of notes (which if presented would not differ
materially from those included in the most recent year-end
financial statements):

(1) Audited Consolidated Financial Statements of OSI as
of September 30, 1993, and 1992, and for each of the
three fiscal years in the period ended September 30,
1993, with auditors' report thereon and notes thereto,
which have been examined by Deloitte & Touche,
independent certified public accountants;

(2) Audited Financial Statements of the Bank as of
September 30, 1993, and 1992, and for each of the three
fiscal years in the period ended September 30, 1993, with
auditors' report thereon and notes thereto, which have
been examined by Deloitte & Touche, independent certified
public accountants;

(3) Quarterly Reports on Form 10-Q for the periods
ending December 31, 1993, and March 31, 1994; and

(4) Thrift Financial Reports as of June 30, September
30, and December 31, 1993, and March 31, 1994, as filed
by the Bank with the OTS.

As soon as practicable between the date hereof and the
Effective Time, the Corporations will deliver to Fourth copies
of monthly operating statements and monthly securities
inventory reports of the Bank and of all reports filed by
either of them with any regulatory agencies. The books of
account of each of the Corporations and each of the Financial
Statements fairly and correctly reflect and, when delivered,
will reflect in all material respects in accordance with GAAP
and all applicable rules and regulations of regulatory
agencies applied on a consistent basis, the respective
incomes, expenses, assets, and liabilities, absolute or
contingent, of each of the Corporations (except for the
absence in the monthly operating statements of the Bank of
certain information and footnotes normally included in
financial statements prepared in accordance with GAAP which in
the aggregate would not be materially adverse). There have
been no material adverse changes in the financial condition of
either of the Corporations from September 30, 1993, other than
changes made in the usual and ordinary conduct of the
businesses of the Corporations, none of which has been or will
be materially adverse and all of which have been or will be
recorded in the books of account of the Corporations; and
except as specifically permitted by this Agreement, there have
been no material adverse changes in the respective businesses,
assets, properties, or liabilities, absolute or contingent, of
either of the Corporations, or in their respective condition,
financial or otherwise, from the date of the most recent of
the Financial Statements that has been delivered to Fourth on
the date hereof other than (i) changes occurring in the usual
and ordinary conduct of the business of the Corporations, none
of which has been or will be materially adverse and all of
which have been or will be recorded in the respective books of
account of the Corporations, or (ii) resulting from action
required or permitted by this Agreement to be taken by one of
the Corporations; provided, the effects of changes in interest
rates, changes in generally accepting accounting principles
and regulatory accounting principles, and the third-party
costs of expenses relating to the transactions contemplated by
this Agreement shall not be taken into account. To the extent
required by GAAP, all contingent liabilities of either of the
Corporations, other than letters of credit and similar
obligations of the Bank incurred in the ordinary course of
business, are described in or reserved against in the
Financial Statements listed above.

h. Properties. OSI does not own or lease any real
property. Exhibit "H" to the Disclosure Statement is a
complete list of all real estate owned or leased by the Bank.
The Bank has good and marketable title in fee simple to all of
the real property shown on its books as being owned by it,
free and clear of all liens, encumbrances, and charges, except
for those exceptions described on Exhibit "H" to the
Disclosure Statement and Permitted Encumbrances. All leases
of real property to which the Bank is a party as lessee, a
true and complete copy of each of which with all amendments
thereto is included in Exhibit "H" to the Disclosure
Statement, are valid and enforceable in accordance with their
respective terms except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium, or similar
Laws and equitable principles affecting creditors' rights
generally, and there has been no material default by any party
thereto. No zoning ordinance prohibits, interferes with, or
materially impairs the usefulness of the Occupied Properties;
and all the premises on the Occupied Properties or leased by
the Bank are in good operating condition and repair, normal
wear and tear excepted.

i. Personal Property. OSI does not own or lease any
material tangible personal property. The Bank has good and
merchantable title to all of the machinery, equipment,
materials, supplies, and other property of every kind,
tangible or intangible, contained in its offices and other
facilities or shown as assets in its records and books of
account, free and clear of all liens, encumbrances, and
charges except for leasehold improvements to leased premises
and for personal property held under the leases described on
Exhibit "I" to the Disclosure Statement. All leases of
personal property to which the Bank is a party as lessee, true
and complete copies of each which with all amendments thereto
are included in Exhibit "I" to the Disclosure Statement, are
valid and enforceable in accordance with their terms, and
there has been no material default by any party thereto. All
of such personal property owned or leased by the Bank is in
good operating condition, normal wear and tear excepted.

j. Taxes. The Corporations have all filed all tax
returns and reports required to be filed with the United
States Government and with all states and political
subdivisions thereof where any such returns or reports are
required to be filed and where the failure to file such return
or report would subject any of the Corporations to any
material liability or penalty. All taxes imposed by the
United States, or by any foreign country, or by any state,
municipality, subdivision, or instrumentality of the United
States or of any foreign country, or by any other taxing
authority, which are due and payable by any of the
Corporations have been paid in full or adequately provided for
by reserves shown in the records and books of account of the
Corporations and in the Financial Statements. No extension of
time for the assessment of deficiencies for any years is in
effect. None of the Corporations has any knowledge of any
unassessed tax deficiency proposed or threatened against any
of them.

k. Contracts. Other than Permitted Contracts and
agreements with customers of the Bank and with financial
institutions entered into by the Bank in the ordinary course
of banking business, attached to the Disclosure Statement as
Exhibit "K" is a list of all material contracts and other
agreements and arrangements, both written and oral, to which
either of the Corporations is a party, which affect or pertain
to the operation of their respective businesses, and which
involve future payments by either of the Corporations of
$5,000 or more (the "Scheduled Agreements"). All parties to
the Scheduled Agreements have in all material respects
performed, and are in good standing with respect to, all the
material obligations required to be performed under all such
contracts and other agreements and arrangements, and no
obligation with respect thereto is overdue. All of the
agreements of either of the Corporations, including without
limitation the agreements disclosed in writing pursuant to
this clause k, are valid, binding, and enforceable in
accordance with their terms, except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar
Laws and equitable principles affecting creditors' rights
generally. Except as otherwise noted in Exhibit "K" to the
Disclosure Statement, no contract, lease, or other agreement
or arrangement to which either of the Corporations is a party
or as to which any of their assets is subject requires the
consent of any third party in connection with this Agreement
or either of the Mergers. The Corporations are not in default
under any of the Scheduled Agreements; the Corporations are
not aware of any material default by any other party to any of
the Scheduled Agreements or any claim by any other party that
the Corporations are in material default under any of the
Scheduled Agreements. Except for Permitted Contracts and
except as set forth in Exhibit "K" to the Disclosure
Statement, neither of the Corporations is a party to:

(1) Any contract for the purchase or sale of any
materials, services, or supplies which contains any
escalator, renegotiation, or redetermination clause or
which commits it for a fixed term;

(2) Any contract of employment with any officer or
employee not terminable at will without liability on
account of such termination;

(3) Any management or consultation agreement not
terminable at will without liability on account of such
termination;

(4) Any license, royalty, or union agreement, or
loan agreement in which a Corporation is the borrower;

(5) Any contract, accepted order, or commitment for
the purchase or sale of materials, services, or supplies
having a total remaining contract price in excess of
$10,000;

(6) Any contract containing any restrictions on any
party thereto competing with either Corporation or any
other person;

(7) Any other agreement which materially affects
the business, properties, or assets of either of the
Corporations, or which was entered into other than in the
ordinary and usual course of business; or

(8) Any letter of credit or commitment to make any
loan or group of loans to related parties in an amount in
excess of $100,000.

None of the Corporations' agreements described in this
clause k other than loans made in the ordinary course is
reasonably anticipated by either of the Corporations to result
in a material loss to any of the Corporations.

l. Labor Relations; Employees; ERISA. Neither of the
Corporations is a party to or affected by any collective
bargaining agreement or employment agreement, nor is either
Corporation a party to any pending or, to the knowledge of
senior management of the Corporations, threatened labor
dispute, organizational efforts, or labor negotiations. Each
of the Corporations has complied with all applicable Laws
relating to the employment of labor, including, but not
limited to, the provisions thereof relating to wages, hours,
collective bargaining, payment of social security taxes, and
equal employment opportunity, the violation of which would
have a materially adverse impact on their respective
businesses. Neither of the Corporations is liable for any
arrears of wages or any taxes or penalties for failure to
comply with any of the foregoing. Except for the ESOP, OSI's
Management Recognition and Retention Plan, and OSI's 1993
Stock Option and Incentive Plan, and two deferred compensation
plans for two employees, true and complete copies of each of
which together with all amendments thereto are attached as
Exhibits L-1 through L-5, respectively, to the Disclosure
Statement, none of the Corporations has any written or oral
retirement, pension, profit sharing, stock option, bonus, or
other employee benefit plan or practice other than group
health, life, and accident insurance. The ESOP is in material
compliance with ERISA and the Code and is a "qualified plan"
within the meaning of Section 401(a) of the Code and a request
for a favorable determination letter relating to the plan's
qualified status has been filed with the Internal Revenue
Service and no adverse response has been received. The
Corporations know of no facts or circumstances that could
adversely affect the tax-qualified status of such plan. None
of the Corporations has violated any of the provisions of
ERISA, and none of them has engaged in any "prohibited
transactions" as such term is defined in Section 406 of ERISA.

Each of the Corporations has complied with all applicable
notice requirements and has provided group health care
continuation coverage under Section 4980B of the Code and/or
any other applicable Laws. Except for Beth F. Buchanan, there
is no employee of any of the Corporations whose employment is
not terminable at will without severance pay or other penalty
or compensation. A true and complete copy of the employment
agreement with Ms. Buchanan is attached as Exhibit L-6 to the
Disclosure Statement.

m. Government Authorizations. Both of the Corporations
has all permits, charters, licenses, orders, and approvals of
every federal, state, local, or foreign governmental or
regulatory body required in order to permit it to carry on its
business substantially as presently conducted except where the
failure to do so would not have a material adverse effect on
the businesses, results of operations or general business
affairs of OSI and the Bank taken as a whole. All such
licenses, permits, charters, orders, and approvals are in full
force and effect, and neither of the Corporations knows of any
threatened suspension or cancellation of any of them or of any
fact or circumstance that will interfere with or adversely
affect the renewal of any of such licenses, permits, charters,
orders, or approvals prior to the Effective Time.

n. Insurance. Exhibit "N" to the Disclosure Statement
is a complete list of all insurance policies presently in
effect and in effect during the past three years. All the
insurance policies and bonds currently maintained by any of
the Corporations are in full force and effect.

o. Litigation. Exhibit "O" to the Disclosure Statement
contains a true and complete list and brief description of all
pending or, to the knowledge of either of the Corporations,
threatened Litigation to which either of the Corporations is
or is likely to be a party or to which any of their assets is
or would be subject. Except as described on Exhibit "O" to
the Disclosure Statement, neither of the Corporations is a
party to any Litigation other than routine litigation
commenced by the Bank to enforce obligations of borrowers in
which no counterclaims for any material amounts of money have
been asserted or, to the knowledge of either of the
Corporations, threatened. To the knowledge of the
Corporations, there are no threatened proceedings against or
investigations of either of the Corporations by any regulatory
agency.

p. Brokers or Finders. No broker, agent, finder,
consultant, or other party (other than legal, accounting, and
financial advisors) has been retained by either of the
Corporations or is entitled to be paid based upon any
agreements, arrangements, or understandings made by either of
the Corporations in connection with any of the transactions
contemplated by this Agreement or the Merger Agreements.

q. SEC Filings To Be Accurate. The information
pertaining to the Corporations which has been or will be
furnished to Fourth by or on behalf of either of the
Corporations for inclusion in the Registration Statement or
the Proxy Statement, and the information pertaining to either
of the Corporations which will appear in the Registration
Statement or the Proxy Statement, in the form filed with the
SEC, will not contain any untrue statement of any material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the
light of the circumstances under which they are made, not
misleading. The Corporations shall promptly advise Fourth in
writing if prior to the Effective Time either of them shall
obtain knowledge of any fact that would make it necessary to
amend the Registration Statement or the Proxy Statement, or to
supplement the prospectus contained in the Registration
Statement, in order to make the statements therein not
misleading or to comply with applicable Law.

r. SEC Documents. OSI has made available to Fourth a
true and complete copy of each report, schedule, registration
statement, and definitive proxy statement filed by OSI with
the SEC since June 30, 1993 in substantially the form filed
with the SEC (the "OSI SEC Documents"). As of their
respective dates, the OSI SEC Documents complied in all
material respects with the requirements of the Securities Act
or the Exchange Act, as the case may be, and the rules and
regulations of the SEC thereunder applicable to such OSI SEC
Documents, and none of the OSI SEC Documents contained any
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial
statements of OSI included in the OSI SEC Documents comply in
all material respects with the published rules and regulations
of the SEC with respect thereto, have been or will have been
prepared in accordance with GAAP (except as may be indicated
in the notes thereto or, in the case of the unaudited
financial statements, as permitted by Form 10-Q), and fairly
present, and will fairly present, the consolidated financial
position of OSI and its consolidated Subsidiary as of the
dates thereof and the consolidated results of their operations
and cash flows for the periods then ended. All material
agreements, contracts, and other documents required to be
filed as exhibits to any of the OSI SEC Documents have been so
filed. To OSI's knowledge, there are no unasserted claims
that are not disclosed in the OSI SEC Documents and that would
reasonably be expected to have, individually or in the
aggregate, a materially adverse effect on OSI.

s. Environmental Compliance. The Bank is in material
compliance with all relevant Environmental, Health, and Safety
Laws and none of the Corporations has any material
Environmental, Health, and Safety Liabilities. Except as
described in Exhibit "S" to the Disclosure Statement, none of
the Occupied Properties and, to the knowledge of OSI and the
Bank, no real or personal property owned or leased by the Bank
at any time is now being used or has at any time in the past
ever been used for the storage (whether permanent or
temporary), disposal, or handling of any Hazardous Materials,
nor are any Hazardous Materials located in, on, under, or at
any real property owned, leased, or used by the Bank. The
Corporations have not received any notice of a material
violation of any Environmental, Health, and Safety Law, or any
notice of any material potential Environmental, Health, and
Safety Liabilities with respect to any properties or assets in
which any of the Corporations has or has had any interest.

t. Employment of Aliens. The Bank is in material
compliance with the Immigration and Control Act of 1986.

u. Notes and Leases. Except as described in Exhibit
"U" to the Disclosure Statement, all promissory notes and
leases owned by the Bank at the Effective Time will represent
bona fide indebtedness or obligations to the Bank and are and
will be fully enforceable in accordance with their terms
without valid set-offs or counterclaims, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium,
or similar Laws and equitable principles affecting creditors'
rights generally; provided, however, no representation or
warranty is made in this Agreement as to the collectibility of
any such note or lease.

v. No Misrepresentations. Neither this Agreement, the
Financial Statements, nor any other letter, certificate,
statement, or document furnished or to be furnished to Fourth
by or on behalf of the Corporations, pursuant to or in
connection with this Agreement and the transactions
contemplated hereby, when considered in conjunction with all
other information and documents furnished to Fourth hereunder,
contains or will contain any misstatement of a material fact
or omits or will omit to state a material fact necessary to
make the statements contained herein or therein not
misleading.

w. Updating of Representations and Warranties. Between
the date hereof and the Effective Time, OSI and the Bank will
promptly disclose to Fourth in writing any information of
which either of them has actual knowledge (1) concerning any
event that would render any of their representations or
warranties contained in this Agreement untrue if made as of
the date of such event, (2) which renders any information set
forth in this Agreement or the Disclosure Statement no longer
correct in all material respects, or (3) which arises after
the date hereof and which would have been required to be
included in this Agreement or the Disclosure Statement if such
information had existed on the date hereof.

3.2. Representations and Warranties of Fourth. Fourth
represents and warrants to OSI as follows:

a. Organization, Good Standing, and Authority. Fourth
is a bank holding company duly registered pursuant to the Bank
Holding Company Act. Fourth and each of its banking
Subsidiaries is a corporation or bank duly organized, validly
existing, and in good standing under the laws of the
jurisdiction of its incorporation, and each has all requisite
corporate power and authority to conduct its business as it is
now conducted, to own its properties and assets, and to lease
properties used in its business. None of Fourth or any of its
banking Subsidiaries is in violation of its charter documents
or bylaws, or of any applicable Law in any material respect,
or in default in any material respect under any material
agreement, indenture, lease, or other document to which it is
a party or by which it is bound. All of Fourth's issued and
outstanding equity securities and the Fourth Stock to be
issued in the Fourth Merger are duly registered under the
Federal Securities Exchange Act of 1934, as amended. Shares
of Fourth Stock are eligible for trading in the National
Market System of NASDAQ.

b. Binding Obligations; Due Authorization. This
Agreement constitutes, and the Merger Agreements will upon
execution and delivery constitute, valid and binding
obligations of Fourth and, in the case of the Bank Merger
Agreement, BANK IV Oklahoma, as the case may be, enforceable
against them in accordance with the terms of such documents,
except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or other similar laws and
equitable principles affecting creditors' rights generally.
The execution, delivery, and performance of this Agreement and
the Merger Agreements, and the transactions contemplated by
all such agreements have been duly authorized by the
respective boards of directors of Fourth and BANK IV Oklahoma.

No approval of the holders of outstanding Fourth Stock or
other voting securities of Fourth is necessary to consummate
the Mergers.

c. Absence of Default. None of the execution or the
delivery of this Agreement and the Merger Agreements, and
subject to the receipt of the Required Approvals, the
consummation of the transactions contemplated hereby or
thereby, or the fulfillment of the terms hereof or thereof,
will (1) conflict with, or result in a breach of the terms,
conditions, or provisions of, or constitute a default under
the charter documents or bylaws of Fourth or any of its
banking Subsidiaries or under any agreement or instrument
under which Fourth or any of its banking Subsidiaries is
obligated, the result of which is likely to have a material
adverse effect upon Fourth, its banking Subsidiaries, its
material assets, or its financial condition, or (2) violate
any Law to which any of them is subject.

d. SEC Documents. Fourth has made available to OSI a
true and complete copy of each report, schedule, registration
statement, and definitive proxy statement filed by Fourth with
the SEC since January 1, 1991 in substantially the form filed
with the SEC (the "Fourth SEC Documents"). As of their
respective dates, the Fourth SEC Documents complied in all
material respects with the requirements of the Securities Act
or the Exchange Act, as the case may be, and the rules and
regulations of the SEC thereunder applicable to such Fourth
SEC Documents, and none of the Fourth SEC Documents contained
any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances
under which they were made, not misleading. All material
agreements, contracts, and other documents required to be
filed as exhibits to any of the Fourth SEC Documents have been
so filed. To Fourth's knowledge, there are no unasserted
claims that are not disclosed in the Fourth SEC Documents that
would reasonably be expected to have, individually or in the
aggregate, a material adverse effect on Fourth.

e. Brokers or Finders. No broker, agent, finder,
consultant, or other party (other than legal and accounting
advisors) has been retained by Fourth or is entitled to be
paid based upon any agreements, arrangements, or
understandings made by Fourth in connection with any of the
transactions contemplated by this Agreement or the Merger
Agreements.

f. Charter Documents. True and correct copies of the
Restated Articles of Incorporation and Bylaws of Fourth, with
all amendments thereto, are attached as Exhibit 3.01 to
Fourth's 10-Q for the quarter ended June 30, 1992 and Exhibit
3.04 to Fourth's 10-K for the year ended December 31, 1993,
respectively.

g. Government Authorizations. Fourth and each of its
bank Subsidiaries has all permits, charters, licenses, orders,
and approvals of every federal, state, local, or foreign
governmental or regulatory body required in order to permit it
to carry on its business substantially as presently conducted.

All such licenses, permits, charters, orders, and approvals
are in full force and effect and neither Fourth nor any of its
bank Subsidiaries knows of any threatened suspension or
cancellation of any of them and none knows of any fact or
circumstance that will interfere with or adversely affect the
renewal of any such licenses, permits, charters, orders, or
approvals, and none of such permits, charters, licenses,
orders, and approvals will be affected by the consummation of
the transactions contemplated by this Agreement.

h. Financial Statements. The financial statements
included in the Fourth SEC Documents have all been prepared in
accordance with GAAP consistently followed throughout the
periods indicated and fairly present in all material respects
the consolidated financial condition of Fourth as of the dates
and for the periods indicated, subject in the case of interim
financial statements to normal recurring year-end adjustments
(the effect of which will not, individually or in the
aggregate, be materially adverse) and the absence of notes,
which, if presented, would not differ materially from those
included in the most recent year-end financial statements.
There has been no material adverse change in the consolidated
financial condition of Fourth since March 31, 1994, other than
changes made in the usual and ordinary conduct of the
businesses of Fourth and its Subsidiaries, none of which has
been or will be materially adverse and all of which have been
or will be recorded in the books of account of Fourth or its
Subsidiaries.

i. SEC Filings to be Accurate. The information
pertaining to Fourth which has been or will be furnished by or
on behalf of Fourth and its banking Subsidiaries or its
management for inclusion in the Registration Statement or the
Proxy Statement, and the information pertaining to Fourth
which will appear in the Registration Statement or the Proxy
Statement, in the form filed with the SEC, will contain no
untrue statement of any material fact and will not omit to
state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading.
Fourth shall promptly advise OSI in writing if prior to the
Effective Time it shall obtain knowledge of any fact that
would make it necessary to amend the Registration Statement or
the Proxy Statement, or to supplement the prospectus contained
in the Registration Statement, in order to make the statements
therein not misleading or to comply with applicable Law.

j. No Misrepresentations. Neither this Agreement, the
disclosure documents described in clause "d" of this Section
3.2, nor any other letter, certificate, statement, or document
furnished or to be furnished to OSI or the Bank by or on
behalf of Fourth pursuant to or in connection with this
Agreement and the transactions contemplated hereby contains or
will contain any misstatement of a material fact or omits or
will omit to state a material fact necessary to make the
statements contained herein or therein not misleading.

k. Capitalization. Fourth is authorized to issue (i)
50,000,000 shares of common stock, par value $5 per share, of
which 27,201,925 shares were issued and 26,845,241 shares were
outstanding on June 30, 1994, (ii) 250,000 shares of Class A
7% Cumulative Convertible Preferred Stock, par value $100 per
share, all of which are issued and outstanding, and (iii)
5,000,000 shares of Class B Preferred Stock, without par
value, none of which have been issued. The shares of Fourth
Stock to be issued in the Mergers will be duly and validly
issued, fully paid, and nonassessable, and not issued in
violation of any preemptive rights or any Laws applicable
thereto.

l. Updating of Representations and Warranties. Between
the date hereof and the Effective Time, Fourth will promptly
disclose to OSI in writing any information of which it has
actual knowledge (1) concerning any event that would render
any representation or warranty of Fourth untrue if made as of
the date of such event, (2) which renders any information set
forth in this Agreement no longer correct in all material
respects, or (3) which arises after the date hereof and which
would have been required to be included in the Agreement if
such information had existed on the date hereof.

ARTICLE IV

SECURITIES LAWS MATTERS

4.1. Registration Statement and Proxy Statement. Fourth shall
as soon as practicable prepare and file the Registration Statement
under and pursuant to the Securities Act for the purpose of
registering the shares of Fourth Stock to be issued in the Merger.
OSI and the Bank shall each provide promptly to Fourth such
information concerning its respective business, financial
condition, and affairs as may be required or appropriate for
inclusion in the Registration Statement or the Proxy Statement and
each shall cause its counsel and auditors to cooperate with the
other's counsel and auditors in the preparation and filing of the
Registration Statement and the Proxy Statement. Fourth and OSI
shall use their Best Efforts to have the Registration Statement
declared effective under the Securities Act as soon as may be
practicable and thereafter OSI shall distribute the Proxy Statement
to its stockholders in accordance with applicable Laws not fewer
than 20 business days prior to the date on which the Fourth Merger
Agreement is to be submitted to the stockholders for voting
thereon. If necessary, in light of developments occurring
subsequent to the distribution of the Proxy Statement to
stockholders, OSI shall mail or otherwise furnish to its
stockholders such amendments to the Proxy Statement or supplements
to the Proxy Statement as may, in the opinion of Fourth or OSI, be
necessary so that the Proxy Statement, as so amended or
supplemented, will contain no untrue statement of any material fact
and will not omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or
as may be necessary to comply with applicable Law. Fourth shall
not be required to maintain the effectiveness of the Registration
Statement for the purpose of resale of Fourth Stock by any person.

4.2. State Securities Laws. Fourth shall prepare and file and
the parties hereto shall cooperate in making any filings required
under the securities laws of any State in order either to qualify
or register the Fourth Stock being issued in the Fourth Merger so
it may be offered and sold lawfully in such State in connection
with the Fourth Merger or to obtain an exemption from such
qualification or registration.

4.3. Affiliates. Certificates representing shares of Fourth
Stock issued to Affiliates of OSI pursuant to the Fourth Merger
Agreement may be subjected to stop transfer orders and may bear a
restrictive legend in substantially the following form:

The shares of common stock represented by this
certificate have been issued or transferred to the
registered holder as the result of a transaction to which
Rule 145 under the Securities Act of 1933, as amended
(the "Act"), applies. Such shares may not be sold,
pledged, transferred, or assigned, and the issuer shall
not be required to give effect to any attempted sale,
pledge, transfer, or assignment, except (i) pursuant to
a then current effective registration under the Act, (ii)
in a transaction permitted by Rule 145 as to which the
issuer has, in the reasonable opinion of its counsel,
received reasonably satisfactory evidence of compliance
with Rule 145, or (iii) in a transaction which, in the
opinion of counsel satisfactory to the issuer or as
described in a "no-action" or interpretive letter from
the staff of the Securities and Exchange Commission, is
not required to be registered under the Act.

4.4. Affiliates' Agreements. OSI shall use its Best Efforts
to cause each director, executive officer and other person who is
an "affiliate" (for purposes of Rule 145 under the Securities Act)
of OSI to deliver to Fourth, at least thirty days prior to the
Effective Time, a written agreement, in substantially the form of
Exhibit E hereto, providing that such person will not, subject to
the terms of such agreement, sell, pledge, transfer, or otherwise
dispose of any shares of Fourth Stock received by such "affiliate"
in the Fourth Merger, except in compliance with the applicable
provisions of the Securities Act and the rules and regulations
thereunder.

ARTICLE V

CLOSING CONDITIONS

5.1. Conditions to Obligations of Fourth and BANK IV Oklahoma.

The obligations of Fourth to effect the Fourth Merger and to issue
any Fourth Stock and the obligation of BANK IV Oklahoma to effect
the Bank Merger shall be subject to the following conditions which
may, to the extent permitted by Law, be waived by Fourth at its
option:

a. Stockholder Approvals. The approval, ratification,
and confirmation of this Agreement and the Fourth Merger
Agreement by the stockholders of OSI shall have been duly
obtained as required by Law.

b. Absence of Litigation. No order, judgment, or
decree shall be outstanding restraining or enjoining
consummation of either of the Mergers; and no Litigation shall
be pending or threatened in which it is sought to restrain or
prohibit either of the Mergers or obtain other substantial
monetary or other relief against one or more of the parties
hereto in connection with this Agreement.

c. Securities Laws. The Registration Statement shall
have become effective under the Securities Act and Fourth
shall have received all state securities laws permits or other
authorizations or confirmation of the availability of
exemption from registration requirements necessary to issue
the Fourth Stock in the Merger. Neither the Registration
Statement nor any such permit, authorization, or confirmation
shall be subject to a stop-order or threatened stop-order or
similar proceeding or order by the SEC or any state securities
authority.

d. Regulatory Approvals. All appropriate regulatory
agencies concerned with the transaction (including the Office
of Thrift Supervision) shall have approved the transaction,
and no such approval shall have involved the imposition of any
conditions which are materially burdensome or unacceptable to
Fourth such as a requirement to pay out the Bank's liquidation
account in connection with the Bank Merger, it being
understood that the imposition of conditions customarily
imposed in transactions similar to that contemplated hereby
shall not be deemed materially burdensome or unacceptable to
Fourth.

e. Limit on Dissent. The holders of an aggregate
amount of the then issued and outstanding OSI Stock
convertible into an amount of Fourth Stock equal to not more
than five percent of the total amount of Fourth Stock issuable
in the Fourth Merger shall have validly exercised their rights
as dissenting stockholders.

f. Minimum Net Worth of the Bank. Fourth shall have
been reasonably satisfied that the aggregate net worth of the
Bank as of the end of the month immediately preceding the
Effective Time computed in accordance with GAAP was at least
$6,600,000 including any adjustment required by Financial
Accounting Standards ("FAS") No. 109 to properly record the
effect of income taxes, but excluding any adjustments required
by FAS. No. 115 to adjust to market value the Bank's
available-for-sale investment securities portfolio and all
accounting entries made in anticipation of the Mergers.

g. Opinion of Counsel. Fourth shall have received the
opinion of Silver, Freedman and Taff, counsel to the
Corporations, substantially in the form of Exhibit "C" hereto.

h. Representations and Warranties; Covenants. The
representations and warranties of OSI and the Bank contained
in Section 3.1 of this Agreement shall have been true and
correct in all material respects on the date made and shall be
true and correct in all material respects at the Effective
Time as though made at such time, excepting: (i) any changes
occurring in the ordinary course of business, none of which
shall have been materially adverse considering the business or
financial condition of OSI and the Bank taken as a whole, and
(ii) any changes contemplated or permitted by this Agreement,
and provided the effects arising or resulting from changes in
interest rates, changes in generally accepted accounting
principles or regulatory accounting principles, and the third
party costs and expenses relating to the transaction
contemplated herein shall not be taken into account. OSI and
the Bank shall each have performed in all material respects
all of their obligations under this Agreement.

i. Certificates. OSI and the Bank shall each have
delivered to Fourth a certificate, in form and substance
satisfactory to Fourth, dated the Effective Time and signed by
its chief executive officer and chief financial officer
certifying in such detail as Fourth may reasonably request the
fulfillment of conditions a, b, e, f, and h above and k and l
below.

j. Affiliates' Agreements. Prior to the Effective
Time, Fourth shall have received from OSI a list, reviewed by
OSI's counsel, identifying all of its stockholders who are, in
its opinion, Affiliates of OSI. Fourth shall not be obligated
to deliver any shares of Fourth Stock to any person who is
named as an Affiliate on such list prior to receipt from such
person of an agreement substantially in the form of Exhibit
"E" hereto.

k. Exercise of Stock Options. OSI shall have caused
all outstanding stock options to be exercised or cancelled by
receipt of the merger consideration less the exercise price
per share in accordance with the agreements pursuant to which
they were granted prior to closing.

l. Material Adverse Changes. Since the date of this
Agreement there shall not have occurred any material adverse
change in the condition (financial or otherwise), business,
liabilities (contingent or otherwise), properties, or assets
of any of the Corporations; provided, the effects of changes
in interest rates, changes in generally accepted accounting
principles and regulatory accounting principles, and the
third-party costs and expenses relating to the transactions
contemplated by this Agreement shall not be taken into
account.

m. Satisfactory Environmental Reports. Fourth shall,
at its sole expense, have received environmental assessment
reports covering all of the Corporations' real estate, in form
and substance reasonably satisfactory to Fourth, which do not
cause Fourth reasonably to conclude that there are any
material Environmental, Health, and Safety Liabilities
associated with any of such real estate which would require
remediation expenditures in excess of an aggregate of
$150,000.

n. Buchanan Employment Agreement Termination. Beth F.
Buchanan shall have executed and delivered to Fourth a written
agreement, in form and substance satisfactory to Fourth, to
terminate her employment agreement with the Bank upon receipt
of the payment described in Section 2.2k of this Agreement.

5.2. Conditions to Obligations of OSI and the Bank. The
obligations of OSI and the Bank to effect the Mergers and to
consummate the transactions contemplated hereby shall be subject to
the following conditions which may, to the extent permitted by Law,
be waived by it at its option:

a. General. Each of the conditions specified in
clauses a, b, c, and d of Section 5.1 of this Agreement shall
have occurred and be continuing.

b. Representations and Warranties; Covenants. The
representations and warranties of Fourth contained in
Section 3.2 of this Agreement shall have been true and correct
in all material respects on the date made and shall be true
and correct in all material respects at the Effective Time as
though made at such time, excepting any changes occurring in
the ordinary course of business, none of which shall have been
materially adverse, and excepting any changes contemplated or
permitted by this Agreement. Fourth shall have duly performed
in all material respects all of its obligations under this
Agreement.

c. Certificate. Fourth shall have delivered to OSI a
certificate, in form and substance satisfactory to OSI, dated
the Effective Time and signed by its chief executive officer
and chief financial officer on behalf of Fourth, certifying in
such detail as OSI may reasonably request as to the
fulfillment of the foregoing conditions except for the
conditions set forth in clause a of Section 5.1 of this
Agreement.

d. Opinion of Counsel. OSI shall have received the
opinion of Foulston & Siefkin, counsel to Fourth, addressed to
OSI, satisfactory in form and substance to OSI, substantially
in the form of Exhibit "D" hereto.

e. Material Adverse Change. Since the date of this
Agreement there shall not have occurred any material adverse
change in the condition (financial or otherwise), business,
properties, liabilities (contingent or otherwise), or assets
of Fourth; provided the effects of changes in interest rates,
changes in generally accepted accounting principles and
regulatory accounting principles, and the third-party costs
and expenses relating to the transactions contemplated by this
Agreement shall not be taken into account.

f. Fairness Opinion. OSI shall have received, prior to
mailing the Proxy Statement to OSI stockholders, a written
"fairness" opinion from an independent financial consultant to
OSI that the consideration to be received by the stockholders
of OSI in the Fourth Merger is fair from a financial point of
view and such opinion shall not have been withdrawn prior to
Closing.

ARTICLE VI

EFFECTIVE TIME

The consummation of the Mergers and the delivery of the
certificates and other documents called for by this Agreement, and
the consummation of all other transactions contemplated by this
Agreement shall take place at such time and place in Wichita,
Kansas, as the parties may mutually agree which, unless otherwise
agreed, shall be not later than the last day of the month in which
the final regulatory approval required to effect the Mergers is
received and the latest required waiting period expires. The
parties agree that they shall exert their reasonable best efforts
to cause the Effective Time to be on or before December 31, 1994.

ARTICLE VII

TERMINATION OF AGREEMENT

7.1. Mutual Consent; Absence of Stockholder Approval;
Termination Date. This Agreement and the Merger Agreements shall
terminate at any time when the parties hereto mutually agree in
writing. This Agreement and the Merger Agreements may also be
terminated at the election of either OSI or Fourth, as the case may
be, upon written notice from the party electing to terminate this
Agreement and the Merger Agreements to the other party if, without
fault on the part of the party electing to terminate this Agreement
and the Merger Agreements, the Merger Agreements are not ratified
and approved by the stockholders of OSI by the requisite vote or if
there has been a denial of a Required Approval except upon
compliance with terms reasonably deemed onerous by Fourth. Unless
extended by written agreement of the parties, this Agreement and
the Merger Agreements shall terminate if all conditions to the
obligations of the parties hereto have not occurred on or before
December 31, 1994.

7.2. Election by Fourth. Notwithstanding the approval of the
Bank Merger Agreement by the stockholders of BANK IV Oklahoma, this
Agreement and the Merger Agreements shall terminate at Fourth's
election, upon written notice from Fourth to OSI, if any one or
more of the following events shall occur and shall not have been
remedied to the satisfaction of Fourth within 30 days after written
notice is delivered to OSI: (a) there shall have been any material
breach of any of the material obligations, covenants, or warranties
of OSI or the Bank; or (b) there shall have been any written
representation or statement furnished by OSI or the Bank which at
the time furnished is false or misleading in any material respect
in relation to the size and scope of the transactions contemplated
by this Agreement.

7.3. Election by OSI.

a. Notwithstanding the approval of the Merger
Agreements by the stockholders of OSI and the Bank, this
Agreement and the Merger Agreements shall terminate at the
election of OSI, upon written notice from OSI to Fourth, if
any one or more of the following events shall occur and shall
not have been remedied to OSI's satisfaction within 30 days
after written notice is delivered to Fourth: (i) there shall
have been any material breach of any of the material
obligations, covenants, or warranties of Fourth hereunder; or
(ii) there shall have been any written representation or
statement furnished by Fourth hereunder which at the time
furnished is false or misleading in any material respect in
relation to the size and scope of the transactions
contemplated by this Agreement.

b. Notwithstanding the approval of the Fourth Merger
Agreement by the stockholders of OSI, OSI shall have the right
to terminate this Agreement and the Merger Agreements without
liability to Fourth, except as expressly set forth in Section
8.2.b, in order to accept an offer described in Section
2.3.a.(10) of this Agreement if, in the good faith judgement
of the Board of Directors of OSI, after affording Fourth a
reasonable opportunity to discuss such offer directly with the
Board of Directors of OSI and to match such offer (which
Fourth shall not be obligated to do), such offer affords the
OSI stockholders materially superior value than is afforded
them in this Agreement.

7.4. Effect of Termination. In the event of termination of
this Agreement by either OSI or Fourth as provided in this Article
VII, this Agreement and the Merger Agreements shall forthwith
become void and there shall be no liability or obligation on the
part of OSI, Fourth, or their respective officers, directors, or
employees except (i) with respect to the parties' obligations under
Section 8.2, (ii) all obligations relating to the confidential
information contained in this Agreement and in existing
confidentiality agreements, and (iii) with respect to any
liabilities or damages incurred or suffered by a party as a result
of the willful breach by the other party of any of its covenants or
agreements set forth in this Agreement or as a result of the breach
by the other party of any of its representations or warranties
contained in this Agreement as to which a member of the Board of
Directors or a member of senior management of such party had actual
knowledge of the untruthfulness or falsity of the representations
or warranties when made.

ARTICLE VIII

MISCELLANEOUS

8.1. Nonsurvival of Representations, Warranties, and
Agreements. None of the representations, warranties, and
agreements in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the Closing, except for
the agreements contained in this Agreement that contemplate
performance after the Closing.

8.2. Expenses.

a. Except as provided in subparagraph (b) hereof,
whether or not the Mergers are effected, all costs and
expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party
incurring such expense.

b. If this agreement is terminated by OSI pursuant to
Section 7.3 (b) of this Agreement, OSI shall promptly pay to
Fourth in cash an amount equal to the sum of (i) all
reasonable documented out-of-pocket expenses and fees incurred
by Fourth and its subsidiaries in negotiating, preparing,
executing, and performing this Agreement and in preparing for
the Merger up to a maximum of $300,000, and (ii) $500,000.

8.3. Notices. All notices or other communications required or
permitted hereunder shall be sufficiently given if personally
delivered or if sent by certified or registered mail, postage
prepaid, return receipt requested, addressed as follows: (a) if to
Fourth, addressed to Darrell G. Knudson, Chairman of the Board,
Post Office Box 4, Wichita, Kansas 67201; and (b) if to OSI and the
Bank, addressed to Beth F. Buchanan, President, 601 South Husband,
Stillwater, Oklahoma 74074, or to such other address as shall have
been furnished in writing in the manner provided herein for giving
notice.

8.4. Time. Time is of the essence of this Agreement.

8.5. Law Governing. This Agreement shall, except to the
extent federal law is applicable, be construed in accordance with
and governed by the laws of the State of Kansas, without regard to
the principles of conflicts of laws thereof.

8.6. Entire Agreement; Amendment. This Agreement contains and
incorporates the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof and supersedes all
prior negotiations, agreements, letters of intent, and
understandings. This Agreement may only be amended by an
instrument in writing duly executed by all corporate parties
hereto, and all attempted oral waivers, modifications, and
amendments shall be ineffective.

8.7. Press Releases. Except as may be required by law, Fourth
and OSI shall consult with each other as to the form and substance
of any proposed published press release relating to this Agreement
or the Mergers.

8.8. Severability. Any term, provision, covenant, or
restriction in this Agreement which is held to be invalid, void, or
unenforceable by any judicial or regulatory authority of competent
jurisdiction shall be ineffective to the extent of such invalidity,
voidness, or unenforceability; but neither the remaining terms,
provisions, covenants, or restrictions contained in this Agreement
nor the validity or enforceability thereof shall be affected or
impaired thereby. Any term, provision, covenant, or restriction
contained in this Agreement found to be unenforceable as written
shall be interpreted to be as broad as is enforceable.

8.9. Successors and Assigns. The rights and obligations of
the parties hereto shall inure to the benefit of and shall be
binding upon the successors and permitted assigns of each of them;
provided, however, that this Agreement, the Merger Agreements, or
any of the rights, interests, or obligations hereunder or
thereunder may not be assigned by any of the parties hereto without
the prior written consent of the other parties hereto.

8.10. Cover, Table of Contents, and Headings. The cover,
table of contents, and the headings of the sections and subsections
of this Agreement and the Merger Agreements are for convenience of
reference only and shall not be deemed to be a part hereof or
thereof or taken into account in construing this Agreement or the
Merger Agreements.

8.11. Counterparts. This Agreement and the Merger Agreements
may be executed in one or more counterparts, each of which shall be
deemed an original but which together shall constitute but one
agreement.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed.

FOURTH FINANCIAL CORPORATION OKLAHOMA SAVINGS, INC.

By By
------------------------ ----------------------------
Darrell G. Knudson Calvin J. Anthony
Chairman of the Board Chairman of the Board

"Fourth" "OSI"

Exhibit "A"

AGREEMENT TO MERGE

between

BANK IV OKLAHOMA, NATIONAL ASSOCIATION

and

STILLWATER FEDERAL SAVINGS BANK

under the charter of

BANK IV OKLAHOMA, NATIONAL ASSOCIATION

under the title of

BANK IV OKLAHOMA, NATIONAL ASSOCIATION

THIS AGREEMENT made between BANK IV Oklahoma, National
Association (hereinafter referred to as "BANK IV"), a banking
association organized under the laws of the United States, being
located at 515 South Boulder, City of Tulsa, County of Tulsa, in
the State of Oklahoma, with a capital of $211,647,325.96 divided
into 5,873,347 shares of common stock, each of $5.00 par value, and
surplus of $174,374,059.66 and undivided profits, including capital
reserves, of $7,906,531.30 as of June 30, 1994, and Stillwater
Federal Savings Bank (hereinafter referred to as "Bank"), a federal
savings association organized under the laws of the United States,
being located at 601 South Husband, City of Stillwater, in the
State of Oklahoma, with a capital of $4,099.75, divided into
409,975 shares of common stock, each of $.01 par value, and surplus
and undivided profits of approximately $6,450,220.28 as of June 30,
1994, each acting pursuant to a resolution of its board of
directors, adopted by the vote of a majority of its directors,
pursuant to the authority given by and in accordance with the
provisions of the Act of November 7, 1918, as amended (12 USC
215a).

W I T N E S S E T H: That,

Section 1. Bank shall be merged into BANK IV
under the charter of the latter.

Section 2. The name of the receiving association
(hereinafter referred to as the "Association") shall be
BANK IV Oklahoma, National Association.

Section 3. The business of the Association shall
be that of a national banking association. This business
shall be conducted by the Association at its main office
which shall be located at 515 South Boulder, Tulsa,
Oklahoma, and at its legally established branches.

Section 4. The amount of capital stock of the
Association shall be $29,370,830 divided into 5,874,166
shares of common stock, each of $5.00 par value, and at
the time the merger shall become effective, the
Association shall have a surplus of $________, and
undivided profits, including capital reserves, which when
combined with the capital and surplus will be equal to
the combined capital structures of the merging banks as
stated in the preamble of this Agreement, adjusted,
however, for normal earnings and expenses (and if
applicable, purchase accounting adjustments) between June
30, 1994, and the effective time of the merger. The
amount of capital stock of the Association and its
surplus and undivided profits at the time the merger
becomes effective shall also be adjusted to reflect the
effect of all mergers of other banks into the
Association, if any, between June 30, 1994, and the
effective time of the merger.

Section 5. All assets as they exist at the
effective time of the merger shall pass to and vest in
the Association without any conveyance or other transfer.

The Association shall be responsible for all of the
liabilities of every kind and description, including
liabilities arising from the operation of a trust
department, of Bank existing as of the effective time of
the merger.

Section 6. Of the capital stock of the
Association, the presently outstanding 5,873,347 shares
of common stock, each of $5.00 par value, the two holders
of it, Fourth Financial Corporation and IV Commercial
Acquisition, Inc., shall retain their present rights. In
addition, Fourth Financial Corporation shall receive by
reason of the merger an additional 819 shares of common
stock, par value $5.00 per share of the Association. The
sole shareholder of Bank, Oklahoma Savings, Inc. ("OSI"),
is a party to an Agreement and Plan of Reorganization
between Fourth Financial Corporation and OSI, dated as of
July 21, 1994 (the "Reorganization Agreement"), pursuant
to which the stockholders of OSI are receiving full
payment for the value of all of the issued and
outstanding capital stock of OSI, so no separate
consideration is to be paid to Bank or any of its
shareholders in its capacity as the stockholder of the
Bank by reason of the merger effected hereby.

Section 7. Except as expressly permitted in the
Reorganization Agreement, Bank shall not (i) declare or
pay any dividend to its shareholders, (ii) dispose of any
of its assets in any other manner except in the normal
course of business and for adequate value, or (iii) take
any other action which would violate the terms of the
Reorganization Agreement.

Section 8. The present board of directors and
officers of BANK IV shall continue to serve as the board
of directors and officers of the Association until the
next annual meeting or until such time as their
successors have been elected and have qualified.

Section 9. Effective as of the time this merger
shall become effective as specified in the merger
approval to be issued by the Comptroller of the Currency,
the articles of association of the resulting bank shall
be the Articles of Association of BANK IV.

Section 10. For purposes of granting a limited
priority claim to the assets of the Bank in the unlikely
event (and only upon such event) of a complete
liquidation of the Association to persons who continue to
maintain savings accounts with the Association after the
merger, and who, immediately prior to the merger had a
subaccount balance (as described in 12 C.F.R.
Section 563b.3(f)(4)) with respect to the liquidation account
of the Bank, the Association shall, at the time of the
merger, establish a liquidation account in an amount
equal to the liquidation account of the Bank immediately
prior to the merger, which liquidation account shall
participate pari passu with any other liquidation
accounts of the Association. If the balance in any
savings account to which a subaccount balance relates at
the close of business on the last day of any fiscal year
of the Association after the merger is effected is less
than the balance in such savings account at the effective
time of the merger or at the close of business on the
last day of any other fiscal year of the Association
after the merger is effected, such subaccount balance
shall be reduced in an amount proportionate to the
reduction in such savings account balance. No subaccount
balance shall be increased, notwithstanding any increase
in the balance of the related savings account. If such
related savings account is closed, such subaccount shall
be reduced to zero upon such closing. In the event of a
complete liquidation of the Association, and only in such
event, the amount distributable to each accountholder
will be determined in accordance with the applicable
rules and regulations pertaining to conversions by
savings and loan associations from mutual to stock form
of organization, on the basis of such accountholder's
subaccount balance with the Association at the time of
its liquidation. No merger, consolidation, purchase of
bulk assets with assumption of savings accounts and other
liabilities, or similar transaction, whether or not the
Association is the surviving institution, will be deemed
to be a complete liquidation for this purpose, and, in
any such transaction, the liquidation account shall be
assumed by the surviving institution.

Section 11. This Agreement may be terminated as
provided in the Reorganization Agreement.
Notwithstanding the approval of this Agreement by any
shareholder group, this Agreement shall automatically
terminate upon the termination of the Reorganization
Agreement for any reason, and in no event shall the
merger of Bank into BANK IV occur prior to the
consummation of the other Merger as such term is defined
in the Reorganization Agreement.

Section 12. This Agreement shall be ratified and
confirmed by the affirmative vote of all of the
shareholders of the Bank at a meeting to be held on the
call of the directors; and the merger shall become
effective at the time specified in a merger approval to
be issued by the Comptroller of the Currency of the
United States.

WITNESS, the signatures and seals of said merging bank
this ___ day of July, 1994, each set by its chairman of the board,
president, or a vice president and attested to by its cashier or
secretary, pursuant to a resolution of its board of directors,
acting by a majority:

BANK IV OKLAHOMA,
NATIONAL ASSOCIATION

By
---------------------------
Edward F. Keller, Chairman
of the Board and President

Attest:

- --------------------------

[Seal of Bank]

STILLWATER FEDERAL SAVINGS BANK

By
---------------------------
Beth F. Buchanan
President

Attest:

- --------------------------

STATE OF OKLAHOMA )
) ss:
TULSA COUNTY )

On this _____ day of July, 1994, before me, a notary
public for this state and county, personally came Edward F. Keller,
Chairman of the Board and President, and Lisa R. Carr as Secretary,
of BANK IV Oklahoma, National Association, and each in his/her
capacity acknowledged this instrument to be the act and deed of the
association and the seal affixed to it to be its seal.

WITNESS my official seal and signature this day and
year.

------------------------------
My Appointment Expires: Notary

----------------------------

STATE OF OKLAHOMA )
) SS:
________ COUNTY )

On this _____ day of July, 1994, before me, a notary
public for this state and county, personally came Beth F. Buchanan
as President, and ___________ as Secretary, of Stillwater Federal
Savings Bank, a federal savings association and each in his/her
capacity acknowledged this instrument to be the act and deed of the
association and the seal affixed to it to be its seal.

WITNESS my official seal and signature this day and
year.

-----------------------------
My Appointment Expires: Notary

- ----------------------------

Exhibit "B"

AGREEMENT OF MERGER

THIS AGREEMENT OF MERGER is made as of the __ day of

_________ 1994, between FOURTH FINANCIAL CORPORATION, a Kansas
corporation ("Fourth"), and OKLAHOMA SAVINGS, INC., a Delaware
corporation ("OSI"). Fourth and OSI are hereinafter sometimes
referred to as the "Constituent Corporations;" OSI is hereinafter
sometimes referred to as the "Merging Corporation"; and Fourth is
hereinafter sometimes called the "Surviving Corporation."

Recitals
--------

A. The respective Boards of Directors of each of the
two Constituent Corporations have duly adopted resolutions
approving an Agreement and Plan of Reorganization, dated as of July
21, 1994, between Fourth and OSI (the "Agreement and Plan of
Reorganization") and this Agreement of Merger, subject, among other
things, to the approval and adoption of the Agreement and Plan of
Reorganization and this Agreement of Merger by the holders of at
least a majority of the issued and outstanding capital stock of
each class of OSI having voting rights, authorizing the proposed
merger of the OSI into Fourth upon the terms and conditions herein
set forth.

B. No approval of the stockholders of Fourth of this
Agreement is required by reason of K.S.A. 17-6702(e) and 17-
6701(f).

NOW, THEREFORE, Fourth and OSI hereby agree that Fourth
and OSI shall merge on the terms and conditions hereinafter
provided and in accordance with the following plan:

Plan of Merger
--------------

1. OSI shall merge with and into Fourth which shall
continue as the Surviving Corporation and shall be governed by the
laws of the State of Kansas (the "Merger"). At the Effective Time
(as defined in Paragraph 6), the separate existence of OSI shall
cease. The corporate identity, existence, purposes, franchises,
powers, rights, and immunities of Fourth shall continue unaffected
and unimpaired by the Merger, and the corporate identity,
existence, purposes, franchises, powers, rights, and immunities of
OSI shall be merged into Fourth which shall be fully vested
therewith. It is the intention of the parties that the transaction
contemplated by this Agreement of Merger shall qualify as a tax-
free reorganization under Section 368 of the Internal Revenue Code
of 1986, as amended.

2. The Articles of Incorporation and Bylaws of Fourth,
as in effect on the Effective Time, shall be and remain the
articles of incorporation and bylaws of the Surviving Corporation
until thereafter amended as provided by law.

3. At the Effective Time:

(a) Fourth shall, without other transfer, succeed
to and possess all the rights, privileges, powers, and
franchises both of a public and private nature and shall
be subject to all the restrictions, disabilities, debts,
liabilities, and duties of each of the Constituent
Corporations.

(b) The rights, privileges, powers, and franchises
of each of the Constituent Corporations and all property,
real, personal and mixed, of and all debts due or
belonging to any of the Constituent Corporations shall be
vested in Fourth; and all property, rights, privileges,
powers, and franchises, and all and every other interest
shall be thereafter as effectually the property of Fourth
as they were of any of the Constituent Corporations.

(c) Title to any real estate and to any other
property vested by deed or otherwise in any of the
Constituent Corporations shall not revert or be in any
way impaired by reason of the Merger or the statutes
providing therefor; provided, however, that all rights of
creditors and all liens upon the property of any of the
Constituent Corporations shall be preserved unimpaired,
and all debts, liabilities, and duties of all of the
Constituent Corporations shall thenceforth attach to
Fourth and may be enforced against it to the same extent
as if they had been incurred or contracted by Fourth.
After the Effective Time, the Constituent Corporations
shall each execute or cause to be executed such further
assignments, assurances, or other documents as may be
necessary or desirable to confirm title to their
respective properties, assets, and rights in Fourth or to
otherwise carry out the purposes of this Agreement of
Merger, and their respective officers and directors shall
do all such acts and things to accomplish those purposes
which Fourth may reasonably request.

4. At the Effective Time:

(a) Each issued and outstanding share of each class
of capital stock of OSI shall cease to be an issued and
existing share.

(b) Each share of common stock of OSI, par value
$.01 per share, except those as to which dissenters'
rights have been validly exercised, shall automatically
be converted into and exchanged for 0.84 shares of common
stock, par value $5.00 per share, of Fourth ("Fourth
Stock").

(c) Until surrendered for exchange, each
outstanding stock certificate which prior to the
Effective Time represented common stock of OSI shall be
deemed for all corporate purposes to represent the right
to receive the number of shares of Fourth Stock into
which the shares have been so converted; provided, that
in any matters relating to the shares represented by such
certificates, Fourth may rely conclusively upon the
record of stockholders maintained by OSI containing the
names and addresses of the holders of record of such
stock at the Effective Time. Unless and until such
outstanding stock certificates formerly representing
shares of common stock of OSI are so surrendered, no
dividend payable to the holders of record of Fourth
Stock, as of any date subsequent to the Effective Time,
shall be paid to the holder of such outstanding
certificates in respect thereof. Upon surrender of such
outstanding certificates (or, in the case of lost
certificates, upon receipt of a surety bond or other form
of indemnification satisfactory to Fourth), however, the
former OSI stockholders shall receive certificates
evidencing the shares of Fourth Stock to which they are
entitled plus the accrued dividends on such stock,
without interest.

(d) No fractional shares of Fourth Stock will be
issued. Instead, upon surrender of OSI common stock
certificates (or, in the case of lost certificates, upon
receipt of a surety bond or other form of indemnification
which is satisfactory to Fourth) Fourth will pay, or
cause to be paid, to the holder thereof the cash value of
the fractional interest to which the holder thereof would
otherwise be entitled, based upon the closing price of
Fourth Stock on the trading day two trading days prior to
the Effective Time as reported in the Southwest Edition
of The Wall Street Journal.

(e) The Merger shall effect no change in the rights
of the holders of any of the Fourth Stock that is
outstanding immediately before the Effective Time.

5. The officers and directors of Fourth at the
Effective Time shall continue to be the officers and directors of
the Surviving Corporation until their successors are duly elected
and qualified or their earlier death, resignation, or removal.

6. The Merger shall be effected by and be given effect
upon the filing of this Agreement of Merger in the offices of the
Secretary of State of Kansas and the Secretary of State of
Delaware. Such date and time of filing is referred to in this
Agreement of Merger as the "Effective Time." This Agreement of
Merger shall also be recorded in accordance with the provisions of
the Kansas General Corporation Code and the General Corporation Law
of the State of Delaware, but such recording shall not be a
condition precedent to its becoming effective.

7. This Agreement of Merger may be terminated and
abandoned by mutual consent of the Boards of Directors of Fourth
and OSI at any time prior to the Effective Time, or by the Board of
Directors of either Fourth or OSI if the Agreement and Plan of
Reorganization shall have been terminated as therein provided.

8. This Agreement of Merger may be executed in any
number of counterparts, and each such counterpart hereof shall be
deemed to be an original instrument, but all of such counterparts
together shall constitute but one agreement.

IN WITNESS WHEREOF, pursuant to authority duly given by
its Board of Directors, each of the Constituent Corporations has
caused this Agreement of Merger to be executed by its Chairman of
the Board or President and attested by its Secretary or an
Assistant Secretary as of the date and year first above written.

FOURTH FINANCIAL CORPORATION

By
----------------------------
Darrell G. Knudson
Chairman of the Board
ATTEST:

By
-------------------------------
William J. Rainey, Secretary

OKLAHOMA SAVINGS, INC.

By
----------------------------
Calvin J. Anthony
Chairman of the Board
ATTEST:

By
-------------------------------
____________________, Secretary

ACKNOWLEDGMENTS
---------------

STATE OF KANSAS )
) ss:
SEDGWICK COUNTY )

BE IT REMEMBERED that on this ____ day of ________,
1994, personally came before me, a Notary Public, in and for the
county and state aforesaid, Darrell G. Knudson and William J.
Rainey, Chairman of the Board and Secretary, respectively, of
Fourth Financial Corporation, a Kansas corporation, both of whom
are personally known to me and personally known to me to be the
said officers of said corporation, and they each separately duly
executed the above and foregoing Agreement of Merger before me
and acknowledged the said Agreement of Merger to be their act and
deed and the act and deed of said corporation; that the facts
stated therein are true; that the signature of the chairman of
the board of said corporation to the foregoing Agreement of
Merger is in the handwriting of said chairman of the board of
said corporation, and that its seal affixed to said Agreement of
Merger, and attested by the secretary of said corporation, is the
corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and
seal of office the day and year aforesaid.

------------------------------
Notary Public

My Appointment Expires:

- ---------------------------

ACKNOWLEDGMENTS
---------------

STATE OF OKLAHOMA )
) ss:
COUNTY )

BE IT REMEMBERED that on this ___ day of _________.
1994, personally came before me, a Notary Public, in and for the
county and state aforesaid, Calvin J. Anthony and
_________________________ Chairman of the Board and Secretary,
respectively, of Oklahoma Savings, Inc., a Delaware corporation,
both of whom are personally known to me and personally known to me
to be the said officers of said corporation, and they each
separately duly executed the above and foregoing Agreement of
Merger before me and acknowledged the said Agreement of Merger to
be their act and deed and the act and deed of said corporation;
that the facts stated therein are true; that the signature of the
chairman of the board of said corporation to the foregoing
Agreement of Merger is in the handwriting of said chairman of the
board of said corporation, and that its seal affixed to said
Agreement of Merger, and attested by the secretary of said
corporation, is the corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and
seal of office the day and year aforesaid.

------------------------------
Notary Public

My Appointment Expires:

- ---------------------------

CERTIFICATES
------------

The undersigned, ___________________________, Secretary of
Oklahoma Savings, Inc., a Delaware corporation, on behalf of said
corporation, hereby certifies, pursuant to the General Corporation
Law of the State of Delaware, that the foregoing Agreement of
Merger to which this Certificate is attached has been submitted to
the stockholders of said corporation at a special meeting thereof,
duly called and held in accordance with the Bylaws of said
corporation and the General Corporation Law of the State of
Delaware, on the _________ day of ________ 1994, and at said
meeting said agreement was duly considered, adopted, and approved
by the holders of a majority of each class of capital stock
entitled to vote thereon pursuant to a vote by ballot in person or
by proxy taken for the adoption or rejection of said Agreement of
Merger, and the votes of the stockholders of said corporation
representing ________ shares of Common Stock, being ____% of the
issued and outstanding Common Stock of said corporation entitled to
vote were for the approval and adoption of said agreement and voted
therefor.

IN WITNESS WHEREOF, the undersigned has executed
this Certificate on the ____ day of __________, 1994.

-----------------------------
, Secretary
----------------

STATE OF OKLAHOMA )
) ss:
TULSA COUNTY )

BE IT REMEMBERED that on this __ day of _________,
1994, personally came before me, a Notary Public, in and for the
county and state aforesaid, ___________________________, Secretary
of Oklahoma Savings, Inc., a Delaware corporation, who is
personally known to me and personally known to me to be the said
officer of said corporation, and she duly executed the above and
foregoing certificate before me and acknowledged the said
certificate to be her act and deed and the act and deed of said
corporation; that the facts stated therein are true; that this
signature is that of the secretary of said corporation, and that
its seal affixed to said certificate is the corporate seal of said
corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and
seal of office the day and year aforesaid.

-----------------------------
Notary Public

My Appointment Expires:

- ---------------------------

The undersigned, William J. Rainey, Secretary of
Fourth Financial corporation, a Kansas corporation, on behalf of
said corporation, hereby certifies, in accordance with K.S.A. 17-
6702(e) and pursuant to K.S.A. 17-6701(f) of the General
Corporation Code of the State of Kansas, that the foregoing
Agreement of Merger to which this Certificate is attached has been
duly approved by the board of directors of Fourth Financial
Corporation and has been duly adopted pursuant to Subsection (f) of
said K.S.A. 17-6701 in that (i) the foregoing Agreement of Merger
does not amend in any respect the Articles of Incorporation of
Fourth Financial Corporation; (ii) each share of stock of Fourth
Financial Corporation outstanding immediately prior to the
effective date of the merger is to be an identical outstanding or
treasury share of the surviving corporation after the effective
date of the merger; and (iii) the authorized unissued shares or the
treasury shares of common stock of Fourth Financial Corporation to
be issued or delivered under the foregoing Agreement of Merger do
not exceed 20% of the shares of common stock of Fourth Financial
Corporation outstanding immediately prior to the effective date of
the merger.

IN WITNESS WHEREOF, the undersigned has executed
this Certificate on the ____ day of __________, 1994.

------------------------------
William J. Rainey, Secretary

STATE OF KANSAS )
) ss:
SEDGWICK COUNTY )

BE IT REMEMBERED that on this __ day of _________
1994, personally came before me, a Notary Public, in and for the
county and state aforesaid, William J. Rainey, Secretary of FOURTH
FINANCIAL CORPORATION, a Kansas corporation, who is personally
known to me and personally known to me to be the said officer of
said corporation, and he duly executed the above and foregoing
certificate before me and acknowledged the said certificate to be
his act and deed and the act and deed of said corporation; that the
facts stated therein are true; that this signature is that of the
secretary of said corporation, and that its seal affixed to said
certificate is the corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and
seal of office the day and year aforesaid.

-----------------------------
Notary Public

My Appointment Expires:

- ------------------------------

TO THE SECRETARY OF STATE OF THE STATE OF DELAWARE:

Pursuant to Del.C.252 of the Delaware General
Corporation Law, Oklahoma Savings, Inc., a Delaware corporation,
was merged into Fourth Financial Corporation, a Kansas corporation
and the surviving corporation. Fourth Financial Corporation agrees
that it may be served with process in Delaware in any proceeding
for the enforcement of any obligation of Oklahoma Savings, Inc., as
well as for enforcement of any obligation of Fourth Financial
Corporation arising from the aforementioned merger, including any
suit or other proceeding to enforce the right of stockholders as
determined in appraisal proceedings pursuant to the provisions of
Del.C.262, and hereby irrevocably appoints the Secretary of State
of the State of Delaware as its agent to accept service of process
in any such suit or other proceedings.

The Secretary of State of the State of Oklahoma
shall mail any such service of process to the following address:

FOURTH FINANCIAL CORPORATION
100 N. Broadway
Wichita, Kansas 67202

IN WITNESS WHEREOF, Fourth Financial Corporation has
caused these presents to be executed by its Chairman of the Board
and Secretary on this ___ day of __________, 1994.

FOURTH FINANCIAL CORPORATION

By
-----------------------------
Darrell G. Knudson
Chairman of the Board

ATTEST:

By
-------------------------------
William J. Rainey, Secretary

STATE OF KANSAS )
) ss:
SEDGWICK COUNTY )

BE IT REMEMBERED that on this _____ day of
_________, 1994, personally came before me, a Notary Public, in and
for the county and state aforesaid, Darrell G. Knudson and William
J. Rainey, Chairman of the Board and Secretary, respectively, of
FOURTH FINANCIAL CORPORATION, a Kansas corporation, both of whom
are personally known to me and personally known to me to be the
said officers of said corporation, and they each separately duly
executed the above and foregoing agreement before me and
acknowledged the said agreement to be their act and deed and the
act and deed of said corporation; that the facts stated therein are
true; that the signature of the chairman of the board of said
corporation to the foregoing agreement is in the handwriting of
said chairman of the board of said corporation, and that its seal
affixed to said agreement, and attested by the secretary of said
corporation, is the corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and
seal of office the day and year aforesaid.

-----------------------------
Notary Public

My Appointment Expires:

- ---------------------------

Exhibit "C"

July __, 1994

Fourth Financial Corporation
Post Office Box 4
Wichita, Kansas 67201-0004

Re: Oklahoma Savings, Inc. and
Stillwater Federal Savings Bank
-------------------------------

Gentlemen:

We have acted as special counsel to Oklahoma Savings, Inc.
("OSI") and Stillwater Federal Savings Bank (the "Bank") (which are
collectively referred to herein as the "Merging Corporations"), in
connection with the merger (the "Fourth Merger") of OSI with Fourth
Financial Corporation, a Kansas corporation ("Fourth"), and the
merger (the "BANK IV Oklahoma Merger") of the Bank with BANK IV
Oklahoma, a national banking association ("BANK IV Oklahoma"), all
pursuant to the Agreement and Plan of Reorganization, dated as of
July __, 1994 (the "Agreement"), between Fourth and OSI, the
related ancillary Merger Agreements described therein, and the
related Disclosure Statement prepared by the Merging Corporations.
This Opinion Letter is provided to you at your request, pursuant to
Section 5.1.g of the Agreement. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to such
terms in the Agreement or in the Accord described below.

This Opinion Letter is governed by, and shall be interpreted
in accordance with, the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is
subject to a number of qualifications, exceptions, assumptions,
definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this Opinion Letter
should be read in conjunction therewith. The Law covered by the
opinions expressed herein is limited to the Federal Law of the
United States and the Laws of the State of Delaware. As to matters
of Oklahoma law, we refer you to the opinion of Ellis & Morgan
(attached hereto), on which we believe you may justifiably rely.
We note that various issues concerning Oklahoma law are addressed
in the opinion of Ellis & Morgan, and we express no opinion with
respect to those matters.

The opinion in Paragraphs 3 (as to the existence of certain
agreements), 4, 5, and 6 below are further limited to our Actual
Knowledge.

We have relied upon Certificates of Public Officials and upon
factual representations made by OSI and the Bank in Sections ___
through ___ of the Agreement and upon the certificates of officers
of, and letters from litigation counsel to, OSI and the Bank. Such
certificates are attached hereto as Appendices ___ through ___.

Without limiting the qualification contained herein or in the
Accord, we express no opinion as to antifraud provisions of federal
and state securities laws.

Based upon and subject to the foregoing, we are of the opinion
that:

1. OSI is a savings and loan holding company duly registered
pursuant to the Home Owners' Loan Act of 1933, as amended. Each of
the Merging Corporations is a corporation or savings association
duly organized, and validly existing under the Laws of the
jurisdiction of its incorporation, and each has all requisite
corporate power and authority to conduct its business as described
in the Registration Statement/Proxy Statement, to own its
properties and assets and to lease properties used in its business.

To our Actual Knowledge, neither of the Merging Corporations has
any Subsidiaries except as described in Section 3.1.a of the
Agreement.

2. The Agreement and the Merger Agreements are enforceable
against such of the Merging Corporations that have executed the
same.

3. None of the execution or delivery of the Agreement or the
Merger Agreements or the performance by the Merging Corporations of
their agreements therein will (a) violate the Constituent Documents
of any of the Merging Corporations or breach or result in a default
under any agreement or instrument of which we have Actual Knowledge
under which either of the Merging Corporations is obligated or (b)
violate any Laws to which, to our Actual Knowledge, either of the
Merging Corporations is subject.

4. To our Actual Knowledge, the capitalization of the
Merging Corporations and the ownership by OSI of the capital stock
of the Bank are accurately described in Section 3.1 of the
Agreement.

5. To our Actual Knowledge, neither of the Merging
Corporations has outstanding any options, warrants, or rights of
any kind requiring it to sell or issue to anyone any capital stock
or any class and neither of the Merging Corporations has agreed to
issue or sell any additional shares of its capital stock, except
pursuant to the OSI 1993 Stock Option and Incentive Plan.

6. To our Actual Knowledge, the Disclosure Statement
contains a true and complete list and brief description of all
Litigation pending or overtly threatened in writing to which either
of the Merging Corporations is or would be a party or to which
either of their assets is or would be subject. To our Actual
Knowledge, except as set forth in Exhibit "O" to the Disclosure
Statement, neither of the Merging Corporations is a party to any
Litigation other than routine litigation commenced by the Bank to
enforce obligations of borrowers in which no counterclaims for any
material amounts of money have been asserted or overtly threatened
in writing.

7. Upon the filing of the Fourth Merger Agreement with the
Secretary of State of Delaware and the Secretary of State of Kansas
pursuant to the Delaware General Corporation Law and the Kansas
General Corporation Code and the payment of all required taxes and
fees, the Fourth Merger will be effected in compliance with all
applicable Laws of the State of Delaware and Fourth will succeed to
the assets and liabilities of OSI.

8. The execution, delivery and performance of the Agreement
and the Merger Agreements by the Merging Corporations do not
require any approval, authorization, consent, exemptions, notices
of intent not to disapprove or any other action of any governmental
body to which the Merging Corporations or the transactions
contemplated hereby are subject, other than approvals of (a) the
Board; (b) the Comptroller; (c) the OTS and (d) the SEC and the
securities commissioners or similar officers of the various states.

We express no opinion as to whether any of such approvals,
authorizations, consents, exemptions, notices of intent not to
disapprove or other required action has been properly obtained or
taken.

In addition, during the preparation of the Registration
Statement/Proxy Statement, we participated in conferences with the
senior executive officers of OSI and the Bank, reviewed audit
letters supplied by legal counsel to OSI's auditors and conferred
with counsel regularly retained by OSI and investigated the
corporate records of OSI and the Bank in connection with the
preparation of the Registration Statement/Proxy Statement and,
although we are not passing upon and do not assume the
responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement/Proxy Statement,
on the basis of the foregoing without independent verification
(relying as to materiality as to factual matters on certificates of
officers and other factual representations by the Bank and OSI),
nothing has come to our attention that would lead us to believe
that the Registration Statement/Proxy Statement, as amended or
supplemented if so amended or supplemented (except as to financial
statements, notes to financial statements, financial tables, the
appraisal and other financial and statistical data contained
therein and information relating to or provided by the Merging
Corporations, Fourth, or Bank IV Oklahoma with respect to which we
express no opinion), at the time it became effective, contained any
untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements made therein not misleading.

The opinions expressed above are subject to the following
qualifications:

(c) We express no opinion (1) that a course of dealing by
you, or a failure on your part to exercise, in whole or in part, a
right or remedy provided in the Agreement, shall not constitute a
waiver of your rights or remedies of any default under the
Agreement; (2) as to any anti-trust, state securities or tax laws;
(3) as to provisions which purport to establish evidentiary
standards; (4) as to provisions relating to governing law, waiver
of remedies (or the delay or omission of enforcement thereof),
disclaimers or liability limitations with respect to third parties;
and (5) as to the enforceability of any requirement in the
Agreement or related documents specifying that provisions thereof
may only be waived in writing, to the extent that an oral agreement
or an implied agreement by trade practice or course of conduct has
been created modifying any provision of such Agreement or related
documents.

The phrase "Primary Lawyer Group," as used in the Accord, is
hereby modified and for the purposes of applying the Accord to this
Opinion Letter the Primary Lawyer Group means only the lawyers in
this firm who have given substantive legal attention to
representation of OSI and the Bank in connection with the foregoing
transactions.

The Opinion Letter may be relied upon by you only in
connection with the foregoing transactions and may not be used or
relied upon by you or any other person for any purpose whatsoever,
except to the extent authorized by the Accord, without in each
instance our prior written consent.

Very truly yours,

SILVER, FREEDMAN & TAFF

Exhibit "C-1"

[ELLIS & MORGAN LETTERHEAD]

_______________________

Fourth Financial Corporation
Post Office Box 4
Wichita, Kansas 67201-0004

Re: Oklahoma Savings, Inc. and
Stillwater Federal Savings Bank
-------------------------------

Gentlemen:

We have acted as Oklahoma counsel to Oklahoma Savings, Inc.
("OSI") and Stillwater Federal Savings Bank (the "Bank") (which are
collectively referred to herein as the "Merging Corporations"), in
connection with the merger (the "Fourth Merger") of OSI with Fourth
Financial Corporation, a Kansas corporation ("Fourth"), and the
merger (the "BANK IV Oklahoma Merger") of the Bank with BANK IV
Oklahoma, a national banking association ("BANK IV Oklahoma"), all
pursuant to the Agreement and Plan of Reorganization, dated as of
July 21, 1994 (the "Agreement"), between Fourth and OSI, the
related ancillary Merger Agreements described therein, and the
related Disclosure Statement prepared by the Merging Corporations.
This opinion is furnished to you in connection with the opinion
rendered by you pursuant to Section 5.1g of the Agreement.
Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Agreement or in the
Accord described below.

The opinion in Paragraphs 3 (as to the existence of certain
agreements), 4, 5, and 6 below are further limited to our Actual
Knowledge.

We have relied upon Public Authority documents and upon
factual representations made by OSI and the Bank in Sections ____
through ____ of the Agreement and upon the certificates of officers
of, and letters from litigation counsel to, OSI and the Bank. Such
documents and certificates are attached hereto as Appendices ___
through ___.

Without limiting the qualification contained herein or in the
Accord, we express no opinion as to antifraud provisions of federal
and state securities laws.

Based upon and subject to the foregoing, we are of the opinion
that:

1. OSI is a savings and loan holding company duly registered
pursuant to the Home Owners' Loan Act of 1933, as amended. Each of
the Merging Corporations is a corporation or savings association
duly organized, and validly existing under the Laws of the
jurisdiction of its incorporation, and each has all requisite
corporate power and authority to conduct its business as it is now
described in the Registration Statement/Proxy Statement, to own its
properties and assets and to lease properties used in its business.

To our Actual Knowledge, neither of the Merging Corporations has
any Subsidiaries except as described in Section 3.1.a of the
Agreement.

2. The Agreement and the Merger Agreements are enforceable
against such of the Merging Corporations that have executed the
same.

4. To our Actual Knowledge, the capitalization of the Merging
Corporations and the ownership by OSI of the capital stock of the
Bank are accurately described in Section 3.1 of the Agreement.

6. To our Actual Knowledge, the Disclosure Statement contains
a true and complete list and brief description of all Litigation
pending or overtly threatened in writing to which either of the
Merging Corporations is or would be a party or to which either of
their assets is or would be subject. To our Actual Knowledge,
except as set forth in Exhibit "0" to the Disclosure Statement,
neither of the Merging Corporations is a party to any Litigation
other than routine litigation commenced by the Bank to enforce
obligations of borrowers in which no counterclaims for any material
amounts of money have been asserted or overtly threatened in
writing.

The opinions expressed above are subject to the following
qualifications:

We express no opinion (1) that a course of dealing by you, or
a failure on your part to exercise, in whole or in part, a right or
remedy provided in the Agreement, shall not constitute a waiver of
your rights or remedies of any default under the Agreement; (2) as
to any anti-trust, state securities or tax laws; (3) as to
provisions which purport to establish evidentiary standards; (4) as
to provisions relating to governing law, waiver of remedies (or the
delay or omission of enforcement thereof), disclaimers or liability
limitations with respect to third parties; and (5) as to the
enforceability of any requirement in the Agreement or related
documents specifying that provisions thereof may only be waived in
writing, to the extent that an oral agreement or an implied
agreement by trade practice or course of conduct has been created
modifying any provision of such Agreement or related documents.

The phrase "Primary Lawyer Group" as used in the Accord, is
hereby modified and for the purposes of applying the Accord to this
Opinion Letter the Primary Lawyer Group means only the lawyers in
this firm who have given substantive legal attention to
representations of OSI and the Bank in connection with the
foregoing transactions.

The Opinion Letter may be relied upon by you only in
connections with the foregoing transactions and may not be used or
relied upon by you or any other person for any purpose whatsoever,
except to the extent authorized by the Accord, without in each
instance our prior written consent.

Very truly yours,

Exhibit "D"

_______, 1994

Board of Directors and Stockholders
Oklahoma Savings, Inc.

Gentlemen:

We have acted as counsel to Fourth Financial
Corporation ("Fourth") and BANK IV Oklahoma, National Association
("BANK IV Oklahoma"), in connection with the preparation of the
Agreement and Plan of Reorganization, dated as of July 21, 1994,
among Fourth and Oklahoma Savings, Inc. ("OSI") (the "Agreement")
and the ancillary Merger Agreements and Registration Statement
provided for therein. This Opinion Letter is provided to you at
the request of Fourth pursuant to Section 5.2.d of the Agreement.
Except as otherwise indicated herein, capitalized terms used in
this Opinion Letter are defined in the Agreement or the Accord
described below.

Based upon and subject to the foregoing, we are of the
opinion that:

1. Organization, Good Standing, and Authority. Fourth
is a bank holding company duly registered pursuant to the Bank
Holding Company Act. Fourth and BANK IV Oklahoma are each a
corporation or bank duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its incorporation,
and each has all requisite corporate power and authority to conduct
its business as it is now conducted, to own its properties and
assets, and to lease properties used in its business. Neither
Fourth nor BANK IV Oklahoma is in violation of its Constituent
Documents.

2. Binding Obligations. The Agreement and the Merger
Agreements are enforceable against such of Fourth and BANK IV
Oklahoma as have executed such agreements.

3. Absence of Default. None of the execution or the
delivery of the Agreement or the Merger Agreements, or the
performance by Fourth or BANK IV Oklahoma of their agreements
therein, will (1) violate the Constituent Documents or breach or
result in a default under any agreement or instrument under which
Fourth or BANK IV Oklahoma is obligated of which we have Actual
Knowledge, or (2) violate any statutory law or regulation to which
any of them is subject.

4. Capitalization. Fourth is authorized to issue
50,000,000 shares of common stock, par value $5 per share. The
shares of Fourth Stock to be issued in the Mergers, when issued in
accordance with the Agreement, will be duly and validly issued,
fully paid, and nonassessable, and will not be issued in violation
of any preemptive rights or any Laws applicable thereto.

5. Government Authorizations. To our Actual Knowledge,
Fourth and BANK IV Oklahoma have all material permits, charters,
licenses, orders, and approvals of every federal, state, local, or
foreign governmental or regulatory body required in order to permit
them to carry on their respective businesses substantially as
presently conducted.

6. Governmental Approvals. The execution, delivery,
and performance of the Agreement and the Merger Agreements by
Fourth and BANK IV Oklahoma do not require any approval,
authorization, consent, exemptions, notices of intent not to
disapprove, or other action of any regulatory body, administrative
agency, or any other governmental body or any filing with any
governmental body to which Fourth or BANK IV Oklahoma are subject,
other than approvals of or filings with (a) the Board, (b) the
Comptroller, (c) the OTS, and (d) the SEC and the securities
commissioner or similar officers of the several states. All such
requisite approvals, authorizations, consents, exemptions, and
notices have been taken by the appropriate governmental body listed
in the foregoing clauses (a), (b), (c), and (d).

7. Fourth Merger. Upon the filing of the Fourth Merger
Agreement with the Secretary of the State of Kansas and the
Secretary of State of Delaware, and the payment of all required
taxes and fees, the Fourth Merger shall be effected in compliance
with all applicable laws of the State of Kansas.

While we have not verified, do not pass upon, and do not
assume responsibility for, the accuracy, completeness, or fairness
of the factual statements contained in the Registration Statement
or the Proxy Statement, to the extent we participated in the
preparation and filing of the Proxy Statement and the Registration
Statement with the SEC and, in the course of such preparation, in
conferences with certain officers and employees of the
Corporations, Fourth, and BANK IV Oklahoma with respect thereto,
our examination of the Proxy Statement and Registration Statement
and discussions in the above-described conferences did not disclose
to us any information which gave us reason to believe that the
Proxy Statement, at the time it was first mailed to stockholders of
OSI and at the time of the special stockholders' meeting at which
the Fourth Merger was approved by the stockholders of OSI,
contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under
which they were made, not misleading (except as to financial
statements and other financial and statistical information relating
to the Corporations, Fourth, or BANK IV Oklahoma contained therein
and as to all material relating to or furnished by the Corporations
and the Stockholders for use in the Proxy Statement, as to all of
which we do not express any opinion).

We hereby confirm to you that there are no actions or
proceedings against Fourth or any Subsidiary of Fourth, pending or
overtly threatened in writing, before any court, governmental
agency, or arbitrator (i) which seek to affect the enforceability
of the Agreement or (ii) which seek damages in excess of
$10,000,000 other than Kansas Public Employees Retirement System v.
Peters, Gamm, West & Vincent, et al., Case No. 92 CV 433 in the
Third Judicial District Court, Shawnee County, Kansas.

The phrase "Primary Lawyer Group", as used in the Accord,
is hereby modified and for the purposes of applying the Accord to
this Opinion Letter the Primary Lawyer Group means only the lawyers
in this firm who have given substantive legal attention to
representation of Fourth and BANK IV Oklahoma in connection with
the Transaction.

This Opinion Letter may be relied upon by you only in
connection with the Transaction and may not be used or relied upon
by you or any other person for any purpose whatsoever, except to
the extent authorized by the Accord, without in each instance our
prior written consent.

Very truly yours,

FOULSTON & SIEFKIN

Exhibit "E"

AFFILIATE'S AGREEMENT
---------------------

THIS AGREEMENT, made and entered into as of the __ day of
__________ 1994, by and between (hereinafter referred to as
"Affiliate"), and FOURTH FINANCIAL CORPORATION, a Kansas
corporation (hereinafter referred to as "Fourth").

W I T N E S S E T H: That;
-------------------

WHEREAS, Fourth and Oklahoma Savings, Inc. ("OSI") are
parties to an Agreement and Plan of Reorganization, dated as of
July 21, 1994 (the "Agreement"), which provides for, subject to
various terms and conditions, the merger of OSI into Fourth (the
"Fourth Merger") and the merger of Stillwater Federal Savings Bank
(the "Bank") into BANK IV Oklahoma, National Association (the "BANK
IV Oklahoma Merger") (the Fourth Merger and the BANK IV Oklahoma
Merger being collectively referred to herein as the "Mergers"); and

WHEREAS, Section 4.4 of the Agreement provides that OSI
shall use its best efforts to cause each "affiliate" of OSI, as
such term is defined in the Agreement (an "Affiliate"), to execute
and deliver this agreement; and

WHEREAS, Section 5.1.j of the Agreement provides that
Fourth is not obligated to deliver any shares of its common stock,
par value $5 per share ("Fourth Stock"), to be received by an
Affiliate in the Fourth Merger until Fourth has received this
agreement from such Affiliate;

WHEREAS, Affiliate desires to receive the shares of
Fourth Stock Affiliate is entitled to receive in the Fourth Merger;
and

WHEREAS, the parties desire to effect the Mergers and it
is in the best interests of the undersigned that the Mergers be
effected;

NOW, THEREFORE, in consideration of the premises and the
issuance of Fourth Stock to the undersigned in the Fourth Merger,
and in order to induce OSI and Fourth to effect the Mergers, the
undersigned hereby agree as follows:

1. Securities Act Restriction on Transfer and Sale.
Affiliate hereby agrees not to sell, pledge, offer to sell,
transfer, assign, or otherwise dispose of any of the shares of
Fourth Stock issued to Affiliate in the Mergers in violation of the
Securities Act of 1933, as amended.

2. Restrictive Legend. Affiliate hereby acknowledges
and agrees that all certificates evidencing Fourth Stock to be
issued to Affiliate pursuant to the Mergers shall be subject to
stop transfer orders and shall bear a restrictive legend
substantially in the following form:

The shares of common stock represented by this
certificate have been issued or transferred to the
registered holder as the result of a transaction to which
Rule 145 under the Securities Act of 1933, as amended
(the "Act"), applies. Such shares may not be sold,
pledged, transferred, or assigned, and the issuer shall
not be required to give effect to any attempted sale,
pledge, transfer, or assignment, except (i) pursuant to
a then current effective registration under the Act, (ii)
in a transaction permitted by Rule 145 as to which the
issuer has, in the reasonable opinion of its counsel,
received reasonably satisfactory evidence of compliance
under Rule 145, or (iii) in a transaction which, in the
opinion of counsel satisfactory to the issuer or as
described in a "no-action" or interpretive letter from
the staff of the Securities and Exchange commission, is
not required to be registered under the Act.

3. Miscellaneous. This Affiliate's Agreement
constitutes the entire agreement and understanding of the parties
relating to the subject matter hereof and may not be amended or
modified except by written instrument duly executed by the parties
hereto. This Affiliate's Agreement shall be governed by the laws
of the State of Kansas and shall be construed in accordance
therewith. This Affiliate's Agreement shall inure to the benefit
of, and shall be binding upon, the heirs, legatees, devisees,
successors, trustees, and assigns of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this
Affiliate's Agreement as of the date first above written.

FOURTH FINANCIAL CORPORATION

By
------------------------------
Darrell G. Knudson
Chairman of the Board

"Fourth"

--------------------------------
"Affiliate"

Exhibit 10.01

CREDIT AGREEMENT,

dated as of July 1, 1994

between

FOURTH FINANCIAL CORPORATION,

as the Borrower,

and

CONTINENTAL BANK,

as the Lender.

TABLE OF CONTENTS
-----------------
Page
----
ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS 1

1.1. Defined Terms . . . . . . . . . . . . . . . . 1
1.2. Use of Defined Terms. . . . . . . . . . . . . 12
1.3. Cross-References. . . . . . . . . . . . . . . 12
1.4. Accounting and Financial Determinations . . . 13

ARTICLE II

COMMITMENT, BORROWING PROCEDURES AND NOTE 13
2.1. Commitment. . . . . . . . . . . . . . . . . . 13
2.1.1. Commitment of the Lender. . . . . . . . . . . 13
2.1.2. Lender Not Permitted or Required To Make
Loans . . . . . . . . . . . . . . . . . . . . 13
2.1.3. Commitment Termination. . . . . . . . . . . . 13
2.2. Reduction of Commitment Amount. . . . . . . . 13
2.3. Borrowing Procedure . . . . . . . . . . . . . 14
2.4. Conversion Elections. . . . . . . . . . . . . 14
2.5. Funding . . . . . . . . . . . . . . . . . . . 14
2.6. Note. . . . . . . . . . . . . . . . . . . . . 14

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES 15

3.1. Repayments and Prepayments. . . . . . . . . . 15
3.2. Interest Provisions . . . . . . . . . . . . . 16
3.2.1. Rates . . . . . . . . . . . . . . . . . . . . 16
3.2.2. Post-Maturity Rates . . . . . . . . . . . . . 16
3.2.3. Payment Dates . . . . . . . . . . . . . . . . 16
3.3. Fees. . . . . . . . . . . . . . . . . . . . . 17
3.3.1. Non-use Fee . . . . . . . . . . . . . . . . . 17
3.3.2. Facility Fee. . . . . . . . . . . . . . . . . 17

ARTICLE IV

CERTAIN LIBOR RATE AND OTHER PROVISIONS 17

4.1. LIBOR Rate Lending Unlawful . . . . . . . . . 17
4.2. Deposits Unavailable. . . . . . . . . . . . . 17
4.3. Increased LIBOR Loan Costs, etc . . . . . . . 18
4.4. Funding Losses. . . . . . . . . . . . . . . . 19
4.5. Increased Capital Costs . . . . . . . . . . . 19
4.6. Taxes . . . . . . . . . . . . . . . . . . . . 20
4.7. Payments, Computations, etc . . . . . . . . . 20
4.8. Setoff. . . . . . . . . . . . . . . . . . . . 21
4.9. Use of Proceeds . . . . . . . . . . . . . . . 21

ARTICLE V

CONDITIONS TO BORROWING 21

5.1. Initial Borrowing . . . . . . . . . . . . . . 21
5.1.1. Resolutions, etc. . . . . . . . . . . . . . . 21
5.1.2. Delivery of the Note. . . . . . . . . . . . . 22
5.1.3. Opinion of Counsel. . . . . . . . . . . . . . 22
5.1.4. Closing Fees, Expenses, etc . . . . . . . . . 22
5.2. All Borrowings. . . . . . . . . . . . . . . . 22
5.2.1. Compliance with Warranties, No Default,
etc . . . . . . . . . . . . . . . . . . . . . 22
5.2.2. Borrowing Request . . . . . . . . . . . . . . 23
5.2.3. Satisfactory Legal Form . . . . . . . . . . . 23

ARTICLE VI

REPRESENTATIONS AND WARRANTIES 23

6.1. Organization, etc . . . . . . . . . . . . . . 23
6.2. Due Authorization, Non-Contravention,
etc . . . . . . . . . . . . . . . . . . . . . 24
6.3. Government Approval, Regulation, etc. . . . . 24
6.4. Validity, etc . . . . . . . . . . . . . . . . 24
6.5. Financial Information . . . . . . . . . . . . 24
6.6. No Material Adverse Change. . . . . . . . . . 24
6.7. Litigation, Labor Controversies, etc. . . . . 25
6.8. Subsidiaries. . . . . . . . . . . . . . . . . 25
6.9. Ownership of Properties . . . . . . . . . . . 25
6.10. Taxes . . . . . . . . . . . . . . . . . . . . 25
6.11. Pension and Welfare Plans . . . . . . . . . . 25
6.12. Environmental Warranty. . . . . . . . . . . . 26
6.13. Regulations G, U and X. . . . . . . . . . . . 26
6.14. Accuracy of Information . . . . . . . . . . . 26

ARTICLE VII

COVENANTS 26

7.1. Affirmative Covenants . . . . . . . . . . . . 26
7.1.1. Financial Information, Reports, Notices,
etc . . . . . . . . . . . . . . . . . . . . . 26
7.1.2. Compliance with Laws, etc . . . . . . . . . . 28
7.1.3. Maintenance of Properties . . . . . . . . . . 29
7.1.4. Insurance . . . . . . . . . . . . . . . . . . 29
7.1.5. Books and Records . . . . . . . . . . . . . . 29
7.1.6. Environmental Covenant. . . . . . . . . . . . 29
7.2. Negative Covenants. . . . . . . . . . . . . . 30
7.2.1. Business Activities . . . . . . . . . . . . . 30
7.2.2. Liens . . . . . . . . . . . . . . . . . . . . 30
7.2.3. Financial Condition . . . . . . . . . . . . . 31
7.2.4. Take or Pay Contracts . . . . . . . . . . . . 31
7.2.5. Consolidation, Merger, etc. . . . . . . . . . 32
7.2.6. Asset Dispositions, etc . . . . . . . . . . . 32
7.2.7. Transactions with Affiliates. . . . . . . . . 32
7.2.8. Negative Pledges, Restrictive Agreements,
etc . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE VIII

EVENTS OF DEFAULT 33

8.1. Listing of Events of Default. . . . . . . . . 33
8.1.1. Non-Payment of Obligations. . . . . . . . . . 33
8.1.2. Breach of Warranty. . . . . . . . . . . . . . 33
8.1.3. Non-Performance of Other Covenants and
Obligations . . . . . . . . . . . . . . . . . 33
8.1.4. Default on Other Indebtedness . . . . . . . . 33
8.1.5. Judgments . . . . . . . . . . . . . . . . . . 34
8.1.6. Pension Plans . . . . . . . . . . . . . . . . 34
8.1.7. Control of the Borrower . . . . . . . . . . . 34
8.1.8. Bankruptcy, Insolvency, etc . . . . . . . . . 34
8.1.9. Material Adverse Effect . . . . . . . . . . . 35
8.2. Action if Bankruptcy. . . . . . . . . . . . . 35
8.3. Action if Other Event of Default. . . . . . . 35

ARTICLE IX

MISCELLANEOUS PROVISIONS 36

9.1. Waivers, Amendments, etc. . . . . . . . . . . 36
9.2. Notices . . . . . . . . . . . . . . . . . . . 36
9.3. Payment of Costs and Expenses . . . . . . . . 36
9.4. Indemnification . . . . . . . . . . . . . . . 37
9.5. Survival. . . . . . . . . . . . . . . . . . . 38
9.6. Severability. . . . . . . . . . . . . . . . . 38
9.7. Headings. . . . . . . . . . . . . . . . . . . 38
9.8. Execution in Counterparts, Effectiveness,
etc . . . . . . . . . . . . . . . . . . . . . 38
9.9. Governing Law; Entire Agreement . . . . . . . 38
9.10. Successors and Assigns. . . . . . . . . . . . 39
9.11. Participations. . . . . . . . . . . . . . . . 39
9.12. Other Transactions. . . . . . . . . . . . . . 39
9.13. Consent to Jurisdiction . . . . . . . . . . . 39
9.14. Waiver of Jury Trial. . . . . . . . . . . . . 40

SCHEDULE I - Disclosure Schedule

EXHIBIT A - Form of Note
EXHIBIT B - Form of Borrowing Request
EXHIBIT C - Form of Conversion Notice
EXHIBIT D - Form of Opinion of Counsel to the Borrower
EXHIBIT E - Form of Compliance Certificate

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of July 1, 1994, among
FOURTH FINANCIAL CORPORATION, a Kansas corporation (the
"Borrower"), and CONTINENTAL BANK, an Illinois banking
corporation (the "Lender").

W I T N E S S E T H:

WHEREAS, the Borrower desires to obtain a Commitment from
the Lender pursuant to which Loans, in a maximum aggregate
principal amount at any one time outstanding not to exceed the
Commitment Amount, will be made to the Borrower from time to time
prior to the Commitment Termination Date; and

WHEREAS, the Lender is willing, on the terms and subject to
the conditions hereinafter set forth (including Article V), to
extend such Commitment and make such Loans to the Borrower; and

WHEREAS, the proceeds of such Loans will be used for general
corporate purposes, including acquisitions by the Borrower (other
than those of a hostile nature), and the repayment of the
Lender's loan to the Borrower pursuant to the promissory note
dated as of May 25, 1994;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1. Defined Terms. The following terms
(whether or not underscored) when used in this Agreement,
including its preamble and recitals, shall, except where the
context otherwise requires, have the following meanings (such
meanings to be equally applicable to the singular and plural
forms thereof):

"Affiliate" of any Person means any other Person which,
directly or indirectly, controls, is controlled by or is under
common control with such Person (excluding any trustee under, or
any committee with responsibility for administering, any Plan).
A Person shall be deemed to be "controlled by" any other Person
if such other Person possesses, directly or indirectly, power

(a) to vote 10% or more of the securities (on a fully
diluted basis) having ordinary voting power for the election
of directors or managing general partners; or

(b) to direct or cause the direction of the management
and policies of such Person whether by contract or
otherwise.

"Agreement" means, on any date, this Credit Agreement as
originally in effect on the Effective Date and as thereafter from
time to time amended, supplemented, amended and restated, or
otherwise modified and in effect on such date.

"Alternate Reference Rate" means, on any date and with
respect to all Reference Rate Loans, a fluctuating rate of
interest per annum equal to the higher of

(a) the rate of interest most recently announced by
Continental at Chicago, Illinois as its reference rate; and

(b) the Federal Funds Rate plus 1/2 of 1%.

The Alternate Reference Rate is not necessarily intended to be
the lowest rate of interest determined by the Continental in
connection with extensions of credit. Changes in the rate of
interest on that portion of any Loans maintained as Reference
Rate Loans will take effect simultaneously with each change in
the Alternate Reference Rate. The Lender will give notice
promptly to the Borrower of changes in the Alternate Reference
Rate.

"Assignee Lender" is defined in Section 10.11.1.

"Authorized Officer" means, relative to the Borrower, those
of its officers whose signatures and incumbency shall have been
certified to the Lender pursuant to Section 5.1.1.

"Bank Subsidiaries" mean Bank IV Kansas N.A. and Bank IV
Oklahoma N.A.

"Borrower" is defined in the preamble.

"Borrowing" means the Loans of the same type and, in the
case of LIBOR Loans, having the same Interest Period made by the
Lender on the same Business Day and pursuant to the same
Borrowing Request in accordance with Section 2.3.

"Borrowing Request" means a loan request and certificate
duly executed by an Authorized Officer of the Borrower,
substantially in the form of Exhibit B hereto.

"Business Day" means

(a) any day which is neither a Saturday or Sunday nor
a legal holiday on which banks are authorized or required to
be closed in Chicago, Illinois or Wichita, Kansas; and

(b) relative to the making, continuing, prepaying or
repaying of any LIBOR Loans, any day on which dealings in
Dollars are carried on in the interbank eurodollar market.

"Capitalized Lease Liabilities" means all monetary
obligations of the Borrower or any of its Subsidiaries under any
leasing or similar arrangement which, in accordance with GAAP,
would be classified as capitalized leases, and, for purposes of
this Agreement and each other Loan Document, the amount of such
obligations shall be the capitalized amount thereof, determined
in accordance with GAAP, and the stated maturity thereof shall be
the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a penalty.

"Change in Control" means the acquisition by any Person, or
two or more Persons acting in concert, of beneficial ownership
(within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934) of 20% or
more of the outstanding shares of voting stock of the Borrower.

"Code" means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time.

"Commitment" means the Lender's obligation to make Loans
pursuant to Section 2.1.1.

"Commitment Amount" means $50,000,000, as such amount may be
reduced from time to time pursuant to Section 2.2.

"Commitment Termination Date" means the earliest of

(a) June 30, 1996;

(b) the date on which the Commitment Amount is
terminated in full or reduced to zero pursuant to Section
2.2; and

Upon the occurrence of any event described above, the Commitment
shall terminate automatically and without further action.

"Commitment Termination Event" means the occurrence and
continuance of any Event of Default and either

(a) the declaration of the Loans to be due and payable
pursuant to Section 8.3, or

(b) in the absence of such declaration, the giving of
notice by the Lender to the Borrower that the Commitment has
been terminated.

"Compliance Certificate" means a certificate substantially
in the form of Exhibit E attached hereto.

"Controlled Group" means all members of a controlled group
of corporations and all members of a controlled group of trades
or businesses (whether or not incorporated) under common control
which, together with the Borrower, are treated as a single
employer under Section 414(b) or 414(c) of the Code or Section
4001 of ERISA.

"Contingent Liability" means any agreement, undertaking or
arrangement by which any Person guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment,
to supply funds to, or otherwise to invest in, a debtor, or
otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than
by endorsements of instruments in the course of collection), or
guarantees the payment of dividends or other distributions upon
the shares of any other Person. The amount of any Person's
obligation under any Contingent Liability shall (subject to any
limitation set forth therein) be deemed to be the outstanding
principal amount (or maximum principal amount, if larger) of the
debt, obligation or other liability guaranteed thereby.

"Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer
of the Borrower, substantially in the form of Exhibit C hereto.

"Default" means any Event of Default or any condition,
occurrence or event which, after notice or lapse of time or both,
would constitute an Event of Default.

"Disclosure Schedule" means the Disclosure Schedule attached
hereto as Schedule I, as it may be amended, supplemented or
otherwise modified from time to time by the Borrower with the
written consent of the Lender.

"Dollar" and the sign "$" mean lawful money of the United
States.

"Domestic Office" means the office of the Lender designated
as such below its signature hereto or such other office of the
Lender (or any successor or assign of the Lender) within the
United States as may be designated from time to time by notice
from the Lender, as the case may be, to each other Person party
hereto.

"Effective Date" means the date this Agreement becomes
effective pursuant to Section 10.8.

"Environmental Laws" means all applicable federal, state or
local statutes, laws, ordinances, codes, rules, regulations and
guidelines (including consent decrees and administrative orders)
relating to public health and safety and protection of the
environment.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute of similar import,
together with the regulations thereunder, in each case as in
effect from time to time. References to sections of ERISA also
refer to any successor sections.

"Eurocurrency Reserve Percentage" means, relative to any
Interest Period, the reserve percentage (expressed as a decimal)
equal to the maximum aggregate reserve requirements (including
all basic, emergency, supplemental, marginal and other reserves
and taking into account any transitional adjustments or other
scheduled changes in reserve requirements) specified under
regulations issued from time to time by the F.R.S. Board and then
applicable to assets or liabilities consisting of and including
"Eurocurrency Liabilities", as currently defined in Regulation D
of the F.R.S. Board, having a term approximately equal or
comparable to such Interest Period.

"Event of Default" is defined in Section 8.1.

"FDIC" means the Federal Deposit Insurance Company or any
successor thereto.

"Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to

(a) the weighted average of the rates on overnight
federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York; or

(b) if such rate is not so published for any day which
is a Business Day, the average of the quotations for such
day on such transactions received by Continental from three
federal funds brokers of recognized standing selected by it.

"Fiscal Quarter" means any quarter of a Fiscal Year.

"Fiscal Year" means any period of twelve consecutive
calendar months ending on December 31; references to a Fiscal
Year with a number corresponding to any calendar year (e.g. the
"1994 Fiscal Year") refer to the Fiscal Year ending on the
December 31 occurring during such calendar year.

"F.R.S. Board" means the Board of Governors of the Federal
Reserve System or any successor thereto.

"GAAP" is defined in Section 1.4.

"Hazardous Materials" means

(a) any "hazardous substance", as defined in CERCLA;

(b) any "hazardous waste", as defined by the Resource
Conservation and Recovery Act, as amended;

(d) any pollutant or contaminant or hazardous,
dangerous or toxic chemical, material or substance within
the meaning of any Environmental Law, as amended or
hereafter amended.

"herein", "hereof", "hereto", "hereunder" and similar terms
contained in this Agreement or any other Loan Document refer to
this Agreement or such other Loan Document, as the case may be,
as a whole and not to any particular Section, paragraph or
provision of this Agreement or such other Loan Document.

"Impermissible Qualification" means, relative to the opinion
or certification of any independent public accountant as to any
financial statement of the Borrower, any qualification or
exception to such opinion or certification

(a) which is of a "going concern" or similar nature;

(b) which relates to the limited scope of examination
of matters relevant to such financial statement; provided
that this clause (b) shall not include such qualifications
and exceptions as are routinely made by independent public
accountants when giving opinions and certifications with
respect to financial statements; or

(c) which relates to the treatment or classification
of any item in such financial statement and which, as a
condition to its removal, would require an adjustment to
such item the effect of which would be to cause the Borrower
to be in default of any of its obligations under Section
7.2.3.

"Indebtedness" of any Person means, without duplication:

(a) all obligations of such Person for borrowed money
and all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;

(b) all obligations, contingent or otherwise, relative
to the face amount of all letters of credit, whether or not
drawn, and banker's acceptances issued for the account of
such Person;

(c) all obligations of such Person as lessee under
leases which have been or should be, in accordance with
GAAP, recorded as Capitalized Lease Liabilities;

(d) all other items which, in accordance with GAAP,
would be included as liabilities on the liability side of
the balance sheet of such Person as of the date at which
Indebtedness is to be determined;

(e) whether or not so included as liabilities in
accordance with GAAP, all obligations of such Person to pay
the deferred purchase price of property of services, and
indebtedness (excluding prepaid interest thereon) secured by
a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or
other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is
limited in recourse; and

(f) all Contingent Liabilities of such Person in
respect of any of the foregoing.

For all purposes of this Agreement, the Indebtedness of any
Person shall include the Indebtedness of any partnership or
joint venture in which such Person is a general partner or a
joint venturer.

"Indemnified Liabilities" is defined in Section 10.4.

"Indemnified Parties" is defined in Section 10.4.

"Interest Period" means, relative to any LIBOR Loans, the
period beginning on (and including) the date on which such LIBOR
Loan is made or continued as, or converted into, a LIBOR Loan
pursuant to Section 2.3 or 2.4 and shall end on (but exclude) the
day which numerically corresponds to such date one, two, three or
six months thereafter (or, if such month has no numerically
corresponding day, on the last Business Day of such month), in
either case as the Borrower may select in its relevant notice
pursuant to Section 2.3 or 2.4; provided, however, that

(a) the Borrower shall not be permitted to select
Interest Periods to be in effect at any one time which have
expiration dates occurring on more than five different
dates;

(b) Interest Periods commencing on the same date for
Loans comprising part of the same Borrowing shall be of the
same duration;

(c) if such Interest Period would otherwise end on a
day which is not a Business Day, such Interest Period shall
end on the next following Business Day (unless such next
following Business Day is in another calendar month, in
which case such Interest Period shall end on the Business
Day next preceding such numerically corresponding day); and

(d) no Interest Period may end later than the date set
forth in clause (a) of the definition of "Commitment
Termination Date".

"Lender" is defined in the preamble.

"LIBOR Loan" means a Loan bearing interest, at all times
during an Interest Period applicable to such Loan, at a fixed
rate of interest determined by reference to the LIBOR Rate
(Reserve Adjusted).

"LIBOR Office" means the office of the Lender designated as
such below its signature hereto or such other office of the
Lender as designated from time to time by notice from the Lender
to the Borrower, whether or not outside the United States, which
shall be making or maintaining LIBOR Loans of the Lender
hereunder.

"LIBOR Rate" means, relative to any Interest Period, the
rate of interest equal to the average (rounded upwards, if
necessary, to the nearest 1/16 of 1%) of the rates per annum at
which Dollar deposits in immediately available funds are offered
to Continental's LIBOR Office in the London interbank market as
at or about 11:00 a.m., London time, two Business Days prior to
the beginning of such Interest Period for delivery on the first
day of such Interest Period, and in an amount approximately equal
to the amount of Continental's LIBOR Loan and for a period
approximately equal to such Interest Period.

"LIBOR Rate (Reserve Adjusted)" means, relative to any Loan
to be made, continued or maintained as, or converted into, a
LIBOR Loan for any Interest Period, a rate per annum (rounded
upwards, if necessary, to the nearest 1/16 of 1%) determined
pursuant to the following formula:

LIBOR Rate = LIBOR Rate
(Reserve Adjusted) 1.00 - Eurocurrency Reserve
Percentage

The LIBOR Rate (Reserve Adjusted) for any Interest Period
for LIBOR Loans will be determined by the Lender on the basis of
the Eurocurrency Reserve Percentage in effect on, and the
applicable rates furnished to and received by the Lender from
Continental, two Business Days before the first day of such
Interest Period.

"Lien" means any security interest, mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or otherwise), charge against or interest in property
to secure payment of a debt or performance of an obligation.

"Loan" is defined in Section 2.1.1.

"Loan Document" means this Agreement and the Note.

"Monthly Payment Date" means the last day of each calendar
month or, if any such day is not a Business Day, the next
succeeding Business Day.

"Non-Performing Assets" means, as applied to Total Loans of
a Person, (i) Total Loans that are not accruing interest, have
been classified as renegotiated pursuant to guidelines
established by the Federal Financial Institutions Council or are
90 days or more past due in the payment of principal or interest
plus (ii) Other Real Estate Owned by such Person minus (iii)
student loan obligations which are serviced by a third party
servicer and which are backed by the full faith and credit of the
United States Government or any agency thereof, whether such
guaranty is for the benefit of such third party servicer or such
Person or any of its Subsidiaries, provided, however, that this
exclusion shall not apply to any student loan with respect to
which a third party servicer has failed to perform the terms and
conditions of its servicing agreement with such Person or any of
its Subsidiaries.

"Non-Performing Ratio" means, for any Person, the ratio of
such Person's

(a) Non-Performing Assets outstanding

(b) Total Loans plus Other Real Estate Owned.

"Note" means a promissory note of the Borrower payable to
the Lender, in the form of Exhibit A hereto (as such promissory
note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the Borrower to
the Lender resulting from outstanding Loans, and also means all
other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

"Obligations" means all obligations (monetary or otherwise)
of the Borrower arising under or in connection with this
Agreement and the Notes.

"Organic Document" means, relative to the Borrower, its
certificate of incorporation, its by-laws and all shareholder
agreements, voting trusts and similar arrangements applicable to
any of its authorized shares of capital stock.

"Other Real Estate Owned" of a Person means "other real
estate owned" as shown in the financial statements of such Person
prepared in accordance with Regulatory Accounting Principles.

"Participant" is defined in Section 10.11.2.

"PBGC" means the Pension Benefit Guaranty Corporation and
any entity succeeding to any or all of its functions under ERISA.

"Pension Plan" means a "pension plan", as such term is
defined in section 3(2) of ERISA, which is subject to Title IV of
ERISA (other than a multi-employer plan as defined in section
4001(a)(3) of ERISA), and to which the Borrower or any
corporation, trade or business that is, along with the Borrower,
a member of a Controlled Group, may have liability, including any
liability by reason of having been a substantial employer within
the meaning of section 4063 of ERISA at any time during the
preceding five years, or by reason of being deemed to be a
contributing sponsor under section 4069 of ERISA.

"Person" means any natural person, corporation, partnership,
firm, association, trust, government, governmental agency or any
other entity, whether acting in an individual, fiduciary or other
capacity.

"Plan" means any Pension Plan or Welfare Plan.

"Quarterly Payment Date" means the last day of each March,
June, September, and December or, if any such day is not a
Business Day, the next succeeding Business Day.

"Reference Rate Loan" means a Loan bearing interest at a
fluctuating rate determined by reference to the Alternate
Reference Rate.

"Regulatory Accounting Principles" means those mandatory
accounting principles applicable to the Borrower from time to
time promulgated by the Federal Reserve or any other regulatory
agency having authority.

"Risk Weighted Assets" means, for any Person, the value of
the assets of such Person and its Subsidiaries, including
adjusted off-balance sheet items, all as calculated pursuant to
risk based capital guidelines in effect from time to time with
the applicable regulatory agency.

"Subsidiary" means, with respect to any Person, any
corporation of which more than 50% of the outstanding capital
stock having ordinary voting power to elect a majority of the
board of directors of such corporation (irrespective of whether
at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence
of any contingency) is at the time directly or indirectly owned
by such Person, by such Person and one or more other Subsidiaries
of such Person, or by one or more other Subsidiaries of such
Person.

"Taxes" is defined in Section 4.6.

"type" means, relative to any Loan, the portion thereof, if
any, being maintained as a Reference Rate Loan or a LIBOR Loan.

"Tier One Capital" means, for any Person, the sum of such
Person's (i) common stockholders' equity, (ii) noncumulative
perpetual preferred stock and related surplus, (iii) cumulative
perpetual preferred stock and related surplus up to 25% of Tier
One Capital, and (iv) minority interests in the equity accounts
of consolidated subsidiaries.

"Tier Two Capital" means, for any Person, the sum of such
Person's (i) allowances for loan and lease losses up to 1.25% of
Risk Weighted Assets, (ii) perpetual preferred stock and long-
term preferred stock and any related surplus, (iii) hybrid
capital instruments, perpetual debt and mandatory convertible
debt, and (iv) term subordinated debt instruments and
intermediate-term preferred stock including related surplus up to
50% of Tier One Capital, in each case as determined under
applicable risk-based capital guidelines.

"Total Loans" means, for any Person, the sum of loans and
direct lease financings, net of unearned income, by such Person
and its Subsidiaries on a consolidated basis.

"Welfare Plan" means a "welfare plan", as such term is
defined in section 3(1) of ERISA.

"Well-Capitalized" means, with respect to any Person, that
such Person and its Subsidiaries on a consolidated basis, at any
time, meet each of the following requirements:

(a) the ratio of (i) the sum of its Tier One Capital
plus consolidated Tier Two Capital to (ii) its Risk Weighted
Assets is greater than or equal to 10%;

(b) its ratio of (i) Tier One Capital to (ii) Risk-
Weighted Assets is greater than or equal to 6%;

(d) it is not subject to any order or final capital
directive by the Federal Reserve to meet and maintain a
specific capital level for any capital measure;

provided, that if at any time the requirements of the designation
"Well-Capitalized" promulgated by the Federal Reserve or another
regulatory agency having authority shall be modified such that
the requirements for such designation become more restrictive
with respect to banks than the requirements set forth above, then
the requirements set forth above shall be changed to reflect such
modification; provided, further, that if at any time the Federal
Reserve or another regulatory agency having authority shall
determine that such Person is not "Well-Capitalized" (within the
meaning of the regulations promulgated by the Federal Reserve or
such other agency then in effect), such Person shall be deemed
not to be Well-Capitalized for purposes of this Agreement,
without regard to whether such Person shall meet the requirements
of the definition of such term set forth in this Agreement as in
effect at such time.

SECTION 1.2. Use of Defined Terms. Unless otherwise
defined or the context otherwise requires, terms for which
meanings are provided in this Agreement shall have such meanings
when used in the Disclosure Schedule and in each Note, Borrowing
Request, Conversion Notice, notice and other communication
delivered from time to time in connection with this Agreement or
any other Loan Document.

SECTION 1.3. Cross-References. Unless otherwise
specified, references in this Agreement and in each other Loan
Document to any Article or Section are references to such Article
or Section of this Agreement or such other Loan Document, as the
case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to
such clause of such Article, Section or definition.

SECTION 1.4. Accounting and Financial Determinations.
Unless otherwise specified, all accounting terms used herein or
in any other Loan Document shall be interpreted, all accounting
determinations and computations hereunder or thereunder
(including under Section 7.2.3) shall be made, and all financial
statements required to be delivered hereunder or thereunder shall
be prepared in accordance with, those generally accepted
accounting principles ("GAAP") applied in the preparation of the
financial statements referred to in Section 6.5.

ARTICLE II

COMMITMENT, BORROWING PROCEDURES AND NOTE

SECTION 2.1. Commitment. On the terms and subject to
the conditions of this Agreement (including Article V), the
Lender severally agrees to make Loans pursuant to the Commitment
described in this Section 2.1.

SECTION 2.1.1. Commitment of the Lender. From time to
time on any Business Day occurring prior to the Commitment
Termination Date, the Lender will make loans (of any type, the
"Loans") to the Borrower equal to the aggregate amount of the
Borrowing requested by the Borrower to be made on such day. The
commitment of the Lender described in this Section 2.1.1 is
herein referred to as the "Commitment". On the terms and subject
to the conditions hereof, the Borrower may from time to time
borrow, prepay and reborrow Loans.

SECTION 2.1.2. Lender Not Permitted or Required To Make
Loans. The Lender shall be permitted or required to make any
Loan if, after giving effect thereto, the aggregate outstanding
principal amount of all Loans of the Lender would exceed the
Commitment Amount.

SECTION 2.1.3. Commitment Termination Date. The
Commitment shall terminate and the Lender shall be relieved of
its obligations to make any Loan on the Commitment Termination
Date.

SECTION 2.2. Reduction of Commitment Amount. The
Borrower may, from time to time on any Business Day, voluntarily
reduce the Commitment Amount; provided, however, that all such
reductions shall require at least five (5) Business Days' prior
notice to the Lender and be permanent, and any partial reduction
of the Commitment Amount shall be in a minimum amount of
$5,000,000 and in an integral multiple of $5,000,000.

SECTION 2.3. Borrowing Procedure. By delivering a
Borrowing Request to the Lender on or before 10:00 a.m., Chicago
time, on a Business Day, the Borrower may from time to time
irrevocably request, in the case of LIBOR Loans, on not less than
three Business Days' notice, and, in the case of Reference Rate
Loans, on the same Business Day, that a Borrowing be made in a
minimum amount of $5,000,000 and an integral multiple of
$1,000,000, or in the unused amount of the Commitments. On the
terms and subject to the conditions of this Agreement, each
Borrowing shall be comprised of the type of Loans, and shall be
made on the Business Day, specified in such Borrowing Request.

SECTION 2.4. Conversion Elections. By delivering a
Conversion Notice to the Lender on or before 10:00 a.m., Chicago
time, on a Business Day, the Borrower may from time to time
irrevocably elect that all, or any portion in an aggregate
minimum amount of $5,000,000 and an integral multiple of
$1,000,000, of any Loans be, in the case of Reference Rate Loans,
converted into LIBOR Loans on three Business Day's prior notice
or, in the case of LIBOR Loans, converted into a Reference Rate
Loan on the same Business Day; provided, however, that (i) no
portion of the outstanding principal amount of any Loans may be
converted into, LIBOR Loans when any Default has occurred and is
continuing, and (ii) no conversion of less than all of any Loan
shall be effective if the remaining balance of such Loan not so
converted or continued is less than $5,000,000.

SECTION 2.5. Funding. The Lender may, if it so elects,
fulfill its obligation to make, or convert LIBOR Loans hereunder
by causing one of its foreign branches or Affiliates (or an
international banking facility created by the Lender) to make or
maintain such LIBOR Loan; provided, however, that such LIBOR Loan
shall nonetheless be deemed to have been made and to be held by
the Lender, and the obligation of the Borrower to repay such
LIBOR Loan shall nevertheless be to the Lender for the account of
such foreign branch, Affiliate or international banking facility.
In addition, the Borrower hereby consents and agrees that, for
purposes of any determination to be made for purposes of Sections
4.1, 4.2, 4.3 or 4.4, it shall be conclusively assumed that the
Lender elected to fund all LIBOR Loans by purchasing, as the case
may be, Dollar certificates of deposit in the U.S. or Dollar
deposits in its LIBOR Office's interbank eurodollar market.

SECTION 2.6. Note. The Lender's Loans under its
Commitment shall be evidenced by a Note payable to the order of
the Lender in a maximum principal amount equal to the Commitment
Amount. The Borrower hereby irrevocably authorizes the Lender to
make (or cause to be made) appropriate notations on the grid
attached to the Note (or on any continuation of such grid), which
notations, if made, shall evidence, inter alia, the date of, the
outstanding principal of, and the interest rate and Interest
Period applicable to the Loans evidenced thereby. Such notations
shall be conclusive and binding on the Borrower absent manifest
error; provided, however, that the failure of the Lender to make
any such notations shall not limit or otherwise affect any
Obligations of the Borrower.

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1. Repayments and Prepayments. The Borrower
shall repay in full the unpaid principal amount of each Loan upon
the Commitment Termination Date therefor. Prior thereto, the
Borrower

(a) may, from time to time on any Business Day, make a
voluntary prepayment, in whole or in part, of the
outstanding principal amount of any Loans; provided,
however, that

(i) any such prepayment shall be made pro rata
among Loans of the same type and, if applicable, having
the same Interest Period;

(ii) no such prepayment of any LIBOR Loan may be
made on any day other than the last day of the Interest
Period for such Loan;

(iii) all such voluntary prepayments shall
require at least one but no more than five Business
Days' prior written notice to the Lender; and

(iv) all such voluntary partial prepayments
shall be in an aggregate minimum amount of $500,000 and
an integral multiple of $100,000;

(b) shall, on each date when any reduction in the
Commitment Amount shall become effective, including pursuant
to Section 2.2, make a mandatory prepayment of all Loans
equal to the excess, if any, of the aggregate outstanding
principal amount of all Loans over the Commitment Amount as
so reduced; and

(c) shall, immediately upon any acceleration of the
Commitment Termination Date of any Loans pursuant to Section
8.2 or Section 8.3, repay all Loans, unless, pursuant to
Section 8.3, only a portion of all Loans is so accelerated.

Each prepayment of any Loans made pursuant to this Section shall
be without premium or penalty, except as may be required by
Section 4.4. No voluntary prepayment of principal of any Loans
shall cause a reduction in the Commitment Amount.

SECTION 3.2. Interest Provisions. Interest on the
outstanding principal amount of Loans shall accrue and be payable
in accordance with this Section 3.2.

SECTION 3.2.1. Rates. Pursuant to an appropriately
delivered Borrowing Request or Conversion Notice, the Borrower
may elect that Loans comprising a Borrowing accrue interest at a
rate per annum:

(a) on that portion maintained from time to time as a
Reference Rate Loan, equal to the Alternate Reference Rate
from time to time in effect; and

(b) on that portion maintained from time to time as a
LIBOR Loan, during each Interest Period applicable thereto,
equal to the sum of the LIBOR Rate (Reserve Adjusted) plus a
margin of 0.5625%.

SECTION 3.2.2. Post-Maturity Rates. After the date any
principal amount of any Loan is due and payable (whether on the
Commitment Termination Date, upon acceleration or otherwise), or
after any other monetary Obligation of the Borrower shall have
become due and payable, the Borrower shall pay, but only to the
extent permitted by law, interest (after as well as before
judgment) on such amounts at a rate per annum equal to the
greater of (i) the Alternate Reference Rate plus a margin of 2%
and (ii) 2% in excess of the rate applicable to such amounts
immediately before they became due.

SECTION 3.2.3. Payment Dates. Interest accrued on each
Loan shall be payable, without duplication:

(a) on the Commitment Termination Date therefor;

(b) on the date of any payment or prepayment, in whole
or in part, of principal outstanding on such Loan;

(d) with respect to LIBOR Loans, the last day of each
applicable Interest Period (and, if such Interest Period
shall exceed 90 days, on the 90th day of such Interest
Period);

(e) with respect to any Reference Rate Loans converted
into LIBOR Loans on a day when interest would not otherwise
have been payable pursuant to clause (c), on the date of
such conversion; and

(f) on that portion of any Loans the Commitment
Termination Date of which is accelerated pursuant to Section
8.2 or Section 8.3, immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising
under this Agreement or any other Loan Document after the date
such amount is due and payable (whether on the Commitment
Termination Date, upon acceleration or otherwise) shall be
payable upon demand.

SECTION 3.3. Fees. The Borrower agrees to pay the fees
set forth in this Section 3.3. All such fees shall be non-
refundable.

SECTION 3.3.1. Non-use Fee. The Borrower agrees to pay to
the Lender, for the period (including any portion thereof when
its Commitment is suspended by reason of the Borrower's inability
to satisfy any condition of Article V) commencing on and
including the date hereof and continuing through the final
Commitment Termination Date, a non-use fee at the rate of 1/8 of
1% per annum on the daily average of the unused amount of the
Lender's Commitment. Such non-use fee shall be payable by the
Borrower in arrears on each Quarterly Payment Date, commencing
with the first such day following the date hereof, and on the
Commitment Termination Date.

SECTION 3.3.2. Facility Fee. The Borrower agrees to pay
to the Lender a fee of $40,000 payable on the date hereof.

ARTICLE IV

CERTAIN LIBOR RATE AND OTHER PROVISIONS

SECTION 4.1. LIBOR Rate Lending Unlawful. If the Lender
shall determine (which determination shall, upon notice thereof
to the Borrower, be conclusive (absent manifest error) and
binding on the Borrower) that the introduction of or any change
in or in the interpretation of any law makes it unlawful, or any
central bank or other governmental authority asserts that it is
unlawful, for the Lender to make, continue or maintain any Loan
as, or to convert any Loan into, a LIBOR Loan of a certain type,
the obligation of the Lender to make, continue, maintain or
convert any such Loans shall, upon such determination, forthwith
be suspended until the circumstances causing such suspension no
longer exist, and all LIBOR Loans of such type shall
automatically convert into Reference Rate Loans at the end of the
then current Interest Periods with respect thereto or sooner, if
required by such law or assertion.

SECTION 4.2. Deposits Unavailable. If the Lender shall
have determined that

(a) Dollar deposits in the relevant amount and for the
relevant Interest Period are not available to the Lender in
its relevant market; or

(b) by reason of circumstances affecting the relevant
market, adequate means do not exist for ascertaining the
interest rate applicable hereunder to LIBOR Loans of such
type,

then, upon notice from the Lender to the Borrower, the
obligations of the Lender under Section 2.3 to make as, or under
Section 2.4 to continue any Loans as or convert any Loans into,
LIBOR Loans of such type shall forthwith be suspended until the
Lender shall notify the Borrower that the circumstances causing
such suspension no longer exist.

SECTION 4.3. Increased LIBOR Loan Costs, etc. If, as a
result of any law, rule, regulation, treaty or directive, or any
change therein or in the interpretation or administration
thereof, or compliance by the Lender with any request or
directive (whether or not having the force of law) from any
court, central bank, governmental authority, agency or
instrumentality, or comparable agency:

(a) any tax, duty or other charge with respect to any
LIBOR Loan, any Note or the Lender's obligation to make any
LIBOR Loan is imposed, modified or deemed applicable, or the
basis of taxation of payments to the Lender of the principal
of, or interest on, any LIBOR Loan (other than taxes imposed
on the overall net income of the Lender by the jurisdiction
in which the Lender has its principal office) is changed;

(b) any reserve, special deposit, special assessment
or similar requirement against assets of, deposits with or
for the account of, or credit extended by, the Lender is
imposed, modified or deemed applicable; or

and the Lender determines that, by reason thereof, the cost to
the Lender of making or maintaining any LIBOR Loan is increased,
or the amount of any sum receivable by the Lender hereunder or
under any Note in respect of any LIBOR Loan is reduced; then, the
Borrower shall pay to the Lender upon demand such additional
amount or amounts as will compensate the Lender for such
additional cost or reduction (provided that the Lender has not
been compensated for such additional cost or reduction in the
calculation of the Eurocurrency Reserve Percentage).
Determinations by the Lender for purposes of this Section 4.3 of
the additional amounts required to compensate the Lender in
respect of the foregoing shall be conclusive in the absence of
manifest error. In determining such amounts, the Lender may use
any reasonable averaging, attribution and allocation methods.

SECTION 4.4. Funding Losses. In the event the Lender
shall incur any loss or expense (including any loss or expense
incurred by reason of the liquidation or reemployment of deposits
or other funds acquired by the Lender to make, continue or
maintain any portion of the principal amount of any Loan as, or
to convert any portion of the principal amount of any Loan into,
a LIBOR Loan) as a result of

(a) any conversion or repayment or prepayment of the
principal amount of any LIBOR Loans on a date other than the
scheduled last day of the Interest Period applicable
thereto, whether pursuant to Section 3.1 or otherwise;

(b) any Loans not being made as LIBOR Loans in
accordance with the Borrowing Request therefor; or

(excluding in any case any loss or expense resulting from the
Lender's breach of its obligations hereunder) then, upon the
written notice of the Lender to the Borrower, the Borrower shall,
within five days of its receipt thereof, pay directly to the
Lender such amount as will (in the reasonable determination of
the Lender) reimburse the Lender for such loss or expense. Such
written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive
and binding on the Borrower.

SECTION 4.5. Increased Capital Costs. If any change in,
or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation,
directive, guideline, decision or request (whether or not having
the force of law) of any court, central bank, regulator or other
governmental authority affects or would affect the amount of
capital required or expected to be maintained by the Lender or
any Person controlling the Lender, and the Lender determines (in
its sole and absolute discretion) that the rate of return on its
or such controlling Person's capital as a consequence of its
Commitment or the Loans made by the Lender is reduced to a level
below that which the Lender or such controlling Person could have
achieved but for the occurrence of any such circumstance, then,
in any such case upon notice from time to time by the Lender to
the Borrower, the Borrower shall immediately pay directly to the
Lender additional amounts sufficient to compensate the Lender or
such controlling Person for such reduction in rate of return. A
statement of the Lender as to any such additional amount or
amounts (including calculations thereof in reasonable detail)
shall, in the absence of manifest error, be conclusive and
binding on the Borrower. In determining such amount, the Lender
may use any reasonable method of averaging and attribution that
it (in its sole and absolute discretion) shall deem applicable.

SECTION 4.6. Taxes. All payments by the Borrower of
principal of, and interest on, the Loans and all other amounts
payable hereunder shall be made free and clear of and without
deduction for any present or future income, excise, stamp or
franchise taxes and other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by any taxing
authority, but excluding franchise taxes and taxes imposed on or
measured by the Lender's net income or receipts (such non-
excluded items being called "Taxes"). In the event that any
withholding or deduction from any payment to be made by the
Borrower hereunder is required in respect of any Taxes pursuant
to any applicable law, rule or regulation, then the Borrower will

(a) pay directly to the relevant authority the full
amount required to be so withheld or deducted;

(b) promptly forward to the Lender an official receipt
or other documentation satisfactory to the Lender evidencing
such payment to such authority; and

(c) pay to the Lender such additional amount or
amounts as is necessary to ensure that the net amount
actually received by the Lender will equal the full amount
the Lender would have received had no such withholding or
deduction been required.

Moreover, if any Taxes are directly asserted against the Lender
with respect to any payment received by the Lender hereunder, the
Lender may pay such Taxes and the Borrower will promptly pay such
additional amounts (including any penalties, interest or
expenses) as is necessary in order that the net amount received
by such person after the payment of such Taxes (including any
Taxes on such additional amount) shall equal the amount such
person would have received had not such Taxes been asserted.

If the Borrower fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Lender, the
required receipts or other required documentary evidence, the
Borrower shall indemnify the Lender for any incremental Taxes,
interest or penalties that may become payable by the Lender as a
result of any such failure. For purposes of this Section 4.6, a
distribution hereunder by the Lender to or for the account of the
Lender shall be deemed a payment by the Borrower.

SECTION 4.7. Payments, Computations, etc. All payments
by Borrower pursuant to this Agreement or the Note shall be made
to the Lender, without setoff, deduction or counterclaim, not
later than 11:00 a.m., Chicago time, on the date due, in same day
or immediately available funds, to such account as the Lender
shall specify from time to time by notice to the Borrower. Funds
received after that time shall be deemed to have been received by
the Lender on the next succeeding Business Day. All interest and
fees shall be computed on the basis of the actual number of days
(including the first day but excluding the last day) occurring
during the period for which such interest or fee is payable over
a year comprised of 360 days. Whenever any payment to be made
shall otherwise be due on a day which is not a Business Day, such
payment shall (except as otherwise required by clause (c) of the
definition of the term "Interest Period" with respect to LIBOR
Loans) be made on the next succeeding Business Day and such
extension of time shall be included in computing interest and
fees, if any, in connection with such payment.

SECTION 4.8. Setoff. The Lender shall, upon the
occurrence of any Default described in clauses (a) through (d) of
Section 8.1.8 with respect to the Borrower or any Subsidiary or,
any other Event of Default, have the right to appropriate and
apply to the payment of the Obligations owing to it (whether or
not then due), and (as security for such Obligations) the
Borrower hereby grants to the Lender a continuing security
interest in, any and all balances, credits, deposits, accounts or
moneys of the Borrower then or thereafter maintained with the
Lender. The Lender agrees promptly to notify the Borrower after
any such setoff and application made by the Lender; provided,
however, that the failure to give such notice shall not affect
the validity of such setoff and application. The rights of the
Lender under this Section are in addition to other rights and
remedies (including other rights of setoff under applicable law
or otherwise) which the Lender may have.

SECTION 4.9. Use of Proceeds. The Borrower shall apply
the proceeds of each Borrowing in accordance with the third
recital; without limiting the foregoing, no proceeds of any Loan
will be used to acquire any equity security of a class which is
registered pursuant to Section 12 of the Securities Exchange Act
of 1934 or any "margin stock", as defined in F.R.S. Board
Regulation U.

ARTICLE V

CONDITIONS TO BORROWING

SECTION 5.1. Initial Borrowing. The obligations of the
Lender to fund the initial Borrowing shall be subject to the
prior or concurrent satisfaction of each of the conditions
precedent set forth in this Section 5.1.

SECTION 5.1.1. Resolutions, etc. The Lender shall have
received from the Borrower a certificate of its Secretary or
Assistant Secretary in form satisfactory to the Lender, dated the
date of the initial Borrowing as to

(a) resolutions of its Board of Directors then in full
force and effect authorizing the execution, delivery and
performance of this Agreement and the Note; and

(b) the incumbency and signatures of those of its
officers authorized to act with respect to this Agreement
and the Note,

upon which certificate the Lender may conclusively rely until it
shall have received a further certificate of the Secretary of the
Borrower canceling or amending such prior certificate.

SECTION 5.1.2. Delivery of the Note. The Lender shall
have received the Note duly executed and delivered by the
Borrower.

SECTION 5.1.3. Opinion of Counsel. The Lender shall have
received an opinion, dated the date of the initial Borrowing and
addressed to the Lender, from William Rainey, General Counsel of
the Borrower, substantially in the form of Exhibit D hereto.

SECTION 5.1.4. Closing Fees, Expenses, etc. The Lender
shall have received all fees, costs and expenses due and payable
pursuant to Section 3.3, if then invoiced.

SECTION 5.2. All Borrowings. The obligation of the
Lender to fund any Loan on the occasion of any Borrowing
(including the initial Borrowing) shall be subject to the
satisfaction of each of the conditions precedent set forth in
this Section 5.2.

SECTION 5.2.1. Compliance with Warranties, No Default,
etc. Both before and after giving effect to any Borrowing (but,
if any Default of the nature referred to in Section 8.1.4 shall
have occurred with respect to any other Indebtedness, without
giving effect to the application, directly or indirectly, of the
proceeds thereof) the following statements shall be true and
correct

(a) the representations and warranties set forth in
Article VI (excluding, however, those contained in Section
6.7) shall be true and correct with the same effect as if
then made (unless stated to relate solely to an early date,
in which case such representations and warranties shall be
true and correct as of such earlier date);

(b) except as disclosed by the Borrower to the Lender
pursuant to Section 6.7, on the Effective Date

(i) no labor controversy, litigation,
arbitration or governmental investigation or proceeding
shall be pending or, to the knowledge of the Borrower,
threatened against the Borrower or any of its
Subsidiaries which would materially adversely affect
the Borrower's consolidated business, operations,
assets, revenues, properties or prospects or which
purports to affect the legality, validity or
enforceability of this Agreement or the Note; and

(ii) no development shall have occurred in any
labor controversy, litigation, arbitration or
governmental investigation or proceeding disclosed
pursuant to Section 6.7 which would materially
adversely affect the consolidated businesses,
operations, assets, revenues, properties or prospects
of the Borrower and its Subsidiaries; and

(c) no Default shall have then occurred and be
continuing, and neither the Borrower nor any of its
Subsidiaries are in material violation of any law or
governmental regulation or court order or decree.

SECTION 5.2.2. Borrowing Request. The Lender shall have
received a Borrowing Request for such Borrowing. Each of the
delivery of a Borrowing Request and the acceptance by the
Borrower of the proceeds of such Borrowing shall constitute a
representation and warranty by the Borrower that on the date of
such Borrowing (both immediately before and after giving effect
to such Borrowing and the application of the proceeds thereof)
the statements made in Section 5.2.1 are true and correct.

SECTION 5.2.3. Satisfactory Legal Form. All documents
executed or submitted pursuant hereto by or on behalf of the
Borrower or any of its Subsidiaries shall be satisfactory in form
and substance to the Lender and its counsel; the Lender and its
counsel shall have received all information, approvals, opinions,
documents or instruments as the Lender or its counsel may
reasonably request.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

In order to induce the Lender to enter into this Agreement
and to make Loans hereunder, the Borrower represents and warrants
unto the Lender as set forth in this Article VI.

SECTION 6.1. Organization, etc. The Borrower and each
of its Subsidiaries is a corporation validly organized and
existing and in good standing under the laws of the jurisdiction
of its incorporation, is duly qualified to do business and is in
good standing as a foreign corporation in each jurisdiction where
the nature of its business requires such qualification, except
where failure so to qualify would not have a material adverse
effect on the financial condition, operations, assets, business,
properties or prospects of the Borrower and its Subsidiaries, and
has full power and authority and holds all requisite governmental
licenses, permits and other approvals to enter into and perform
its Obligations under this Agreement and the Note and to own and
hold under lease its property and to conduct its business
substantially as currently conducted by it.

SECTION 6.2. Due Authorization, Non-Contravention, etc.
The execution, delivery and performance by the Borrower of this
Agreement and the Note are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate
action, and do not

(a) contravene the Borrower's Organic Documents;

(b) contravene any contractual restriction, law or
governmental regulation or court decree or order binding on
or affecting the Borrower; or

SECTION 6.3. Government Approval, Regulation, etc. No
authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or
other Person is required for the due execution, delivery or
performance by the Borrower of this Agreement or the Note.
Neither the Borrower nor any of its Subsidiaries is an
"investment company" within the meaning of the Investment Company
Act of 1940, as amended, or a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company",
within the meaning of the Public Utility Holding Company Act of
1935, as amended.

SECTION 6.4. Validity, etc. This Agreement constitutes,
and the Note will, on the due execution and delivery thereof,
constitute, the legal, valid and binding obligations of the
Borrower enforceable in accordance with their respective terms,
except as such enforceability may be limited by applicable
bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors' rights generally, as well as general
principles of equity.

SECTION 6.5. Financial Information. The balance sheets
of the Borrower and each of its Subsidiaries as at December 31,
1993 and March 31, 1994, and the related statements of earnings
and cash flow of the Borrower and each of its Subsidiaries,
copies of which have been furnished to the Lender, have been
prepared in accordance with GAAP consistently applied, and
present fairly the consolidated financial condition of the
corporations covered thereby as at the dates thereof and the
results of their operations for the periods then ended.

SECTION 6.6. No Material Adverse Change. Since the
dates of the financial statements described in Section 6.5, there
has been no material adverse change in the financial condition,
operations, assets, business, properties or prospects of the
Borrower and its Subsidiaries.

SECTION 6.7. Litigation, Labor Controversies, etc.
There is no pending or, to the knowledge of the Borrower,
threatened litigation, action, proceeding, or labor controversy
affecting the Borrower or any of its Subsidiaries, or any of
their respective properties, businesses, assets or revenues,
which would materially adversely affect the financial condition,
operations, assets, business, properties or prospects of the
Borrower or any Subsidiary or which purports to affect the
legality, validity or enforceability of this Agreement or the
Note, except as disclosed in Item 6.7 ("Litigation") of the
Disclosure Schedule.

SECTION 6.8. Subsidiaries. The Borrower has no
Subsidiaries, except those Subsidiaries

(a) which are identified in Item 6.8 ("Existing
Subsidiaries") of the Disclosure Schedule; or

(b) which are permitted to have been acquired in
accordance with Section 7.2.5.

SECTION 6.9. Ownership of Properties. The Borrower and
each of its Subsidiaries owns good and marketable title to all of
its material properties and assets, real and personal, tangible
and intangible, of any nature whatsoever (including patents,
trademarks, trade names, service marks and copyrights), free and
clear of all Liens, charges or claims (including infringement
claims with respect to patents, trademarks, copyrights and the
like) except as permitted pursuant to Section 7.2.2.

SECTION 6.10. Taxes. The Borrower and each of its
Subsidiaries has filed all tax returns and reports required by
law to have been filed by it and has paid all taxes and
governmental charges thereby shown to be owing, except any such
taxes or charges which are being diligently contested in good
faith by appropriate proceedings and for which adequate reserves
in accordance with GAAP shall have been set aside on its books.

SECTION 6.11. Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the date of the
execution and delivery of this Agreement and thereafter prior to
the date of any Borrowing hereunder, no steps have been taken to
terminate any Pension Plan, and no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise
to a Lien under section 302(f) of ERISA. No condition exists or
event or transaction has occurred with respect to any Pension
Plan which might result in the incurrence by the Borrower or any
member of the Controlled Group of any material liability, fine or
penalty. Except as disclosed in Item 6.11 ("Employee Benefit
Plans") of the Disclosure Schedule, neither the Borrower nor any
member of the Controlled Group has any contingent liability with
respect to any post-retirement benefit under a Welfare Plan,
other than liability for continuation coverage described in Part
6 of Title I of ERISA.

SECTION 6.12. Environmental Warranty. All facilities and
property owned or leased by the Borrower or any of its
Subsidiaries have been, and continue to be, owned or leased by
the Borrower and its Subsidiaries in material compliance with all
Environmental Laws and the Borrower and its Subsidiaries have no
material liability with respect to Environmental Laws; provided,
that with respect to any facilities or property leased by the
Borrower or any of its Subsidiaries, this Section shall not be
deemed breached unless the Borrower or any of its Subsidiaries
shall have a material liability with respect thereto.

SECTION 6.13. Regulations G, U and X. The Borrower is
not engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock, and no proceeds of any
Loans will be used for a purpose which violates, or would be
inconsistent with, F.R.S. Board Regulation G, U or X. Terms for
which meanings are provided in F.R.S. Board Regulation G, U or X
or any regulations substituted therefor, as from time to time in
effect, are used in this Section with such meanings.

SECTION 6.14. Accuracy of Information. All factual
information heretofore or contemporaneously furnished in writing
by or on behalf of the Borrower in writing to the Lender for
purposes of or in connection with this Agreement or any
transaction contemplated hereby is, and all other such factual
information hereafter furnished by or on behalf of the Borrower
to the Lender will be, true and accurate in every material
respect on the date as of which such information is dated or
certified and as of the date of execution and delivery of this
Agreement by the Lender, and such information is not, or shall
not be, as the case may be, incomplete by omitting to state any
material fact necessary to make such information not misleading.

ARTICLE VII

COVENANTS

SECTION 7.1. Affirmative Covenants. The Borrower agrees
with the Lender that, until the Commitment has terminated and all
Obligations have been paid and performed in full, the Borrower
will perform the obligations set forth in this Section 7.1.

SECTION 7.1.1. Financial Information, Reports, Notices,
etc. The Borrower will furnish, or will cause to be furnished,
to the Lender copies of the following financial statements,
reports, notices and information:

(a) as soon as available and in any event within 60
days after the end of each of the first three Fiscal
Quarters of each Fiscal Year of the Borrower, consolidated
balance sheets of the Borrower and its Subsidiaries as of
the end of such Fiscal Quarter and consolidated statements
of earnings and cash flow of the Borrower and its
Subsidiaries for such Fiscal Quarter and for the period
commencing at the end of the previous Fiscal Year and ending
with the end of such Fiscal Quarter, certified by the chief
financial Authorized Officer of the Borrower;

(b) as soon as available and in any event within 120
days after the end of each Fiscal Year of the Borrower, a
copy of the annual audit report for such Fiscal Year for the
Borrower and its Subsidiaries, including therein
consolidated balance sheets of the Borrower and its
Subsidiaries as of the end of such Fiscal Year and
consolidated statements of earnings and cash flow of the
Borrower and its Subsidiaries for such Fiscal Year, in each
case certified (without any Impermissible Qualification) in
a manner acceptable to the Lender by Ernst & Young or other
independent public accountants acceptable to the Lender,
together with a certificate from such accountants to the
effect that, in making the examination necessary for the
signing of such annual report by such accountants, they have
not become aware of any Default or Event of Default that has
occurred and is continuing, or, if they have become aware of
such Default or Event of Default, describing such Default or
Event of Default, and together with a letter from said
accountants expressly authorizing the Lender to rely upon
said annual audit report;

(c) as soon as available and in any event within 60
days after the end of each Fiscal Quarter, a Compliance
Certificate executed by the chief financial Authorized
Officer of the Borrower and the Bank Subsidiaries;

(d) as soon as possible and in any event within three
days after (i) the occurrence of each Default or (ii) the
Borrower or any Bank Subsidiary ceases to be Well-
Capitalized, a statement of the chief financial Authorized
Officer of the Borrower or the Bank Subsidiary, as
applicable, setting forth details of such event and the
action which the Borrower or the Bank Subsidiary, as
applicable, has taken and proposes to take with respect
thereto;

(e) simultaneously with delivery to the Comptroller of
the Currency, any Federal Reserve Bank or the FDIC, as the
case may be, and in any event within 60 days after the end
of each Fiscal Quarter, call reports for each Subsidiary
required to deliver a call report, as at the end of such
Fiscal Quarter, each certified by the respective cashier or
other authorized officer of such Subsidiary, including
reports filed on Form FRY9-C and Form FRY9-LP;

(f) as soon as possible and in any event within three
days after (x) the occurrence of any material adverse
development with respect to any litigation, action,
proceeding, or labor controversy described in Section 6.7 or
(y) the commencement of any labor controversy, litigation,
action or proceeding of the type described in Section 6.7,
notice thereof and copies of all documentation relating
thereto;

(g) promptly after the sending or filing thereof,
copies of all reports which the Borrower sends to any of its
securityholders, and all reports and registration statements
which the Borrower or any of its Subsidiaries files with the
Securities and Exchange Commission or any national
securities exchange;

(h) immediately upon becoming aware of the institution
of any steps by the Borrower or any other Person to
terminate any Pension Plan, or the failure to make a
required contribution to any Pension Plan if such failure is
sufficient to give rise to a Lien under section 302(f) of
ERISA, or the taking of any action with respect to a Pension
Plan which could result in the requirement that the Borrower
furnish a bond or other security to the PBGC or such Pension
Plan, or the occurrence of any event with respect to any
Pension Plan which could result in the incurrence by the
Borrower of any material liability, fine or penalty, or any
material increase in the contingent liability of the
Borrower with respect to any post-retirement Welfare Plan
benefit, notice thereof and copies of all documentation
relating thereto; and

(i) such other information respecting the condition or
operations, financial or otherwise, of the Borrower or any
of its Subsidiaries as the Lender may from time to time
reasonably request.

SECTION 7.1.2. Compliance with Laws, etc. The Borrower
will, and will cause each of its Subsidiaries to, comply in all
material respects with all applicable laws, rules, regulations
and orders, such compliance to include (without limitation):

(a) the maintenance and preservation of its corporate
existence and qualification as a foreign corporation, except
where failure to qualify would not have a material adverse
effect on the financial condition, operations, assets,
business, properties or prospects of the Borrower and its
Subsidiaries; and

(b) the payment, before the same become delinquent, of
all taxes, assessments and governmental charges imposed upon
it or upon its property except to the extent being
diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books.

SECTION 7.1.3. Maintenance of Properties. The Borrower
will, and will cause each of its Subsidiaries to, maintain,
preserve, protect and keep its material properties in good
repair, working order and condition, and make necessary and
proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at
all times unless the Borrower determines in good faith that the
continued maintenance of any of its properties is no longer
economically desirable.

SECTION 7.1.4. Insurance. The Borrower will, and will
cause each of its Subsidiaries to, maintain or cause to be
maintained with insurance companies with a Best's rating of at
least A-1 insurance with respect to its properties and business
(including extra expense insurance) against such casualties and
contingencies and of such types and in such amounts as is
customary in the case of similar businesses and will, upon
request of the Lender, furnish to the Lender at reasonable
intervals a certificate of an Authorized Officer of the Borrower
setting forth the nature and extent of all insurance maintained
by the Borrower and its Subsidiaries in accordance with this
Section.

SECTION 7.1.5. Books and Records. The Borrower will, and
will cause each of its Subsidiaries to, keep books and records
which accurately reflect all of its business affairs and
transactions and permit the Lender or any of its representatives,
at reasonable times and intervals, to visit all of its offices,
to discuss its financial matters with its officers and
independent public accountant (and the Borrower hereby authorizes
such independent public accountant to discuss the Borrower's
financial matters with the Lender or its representatives whether
or not any representative of the Borrower is present) and to
examine (and, at the expense of the Borrower, photocopy extracts
from) any of its books or other corporate records. The Borrower
shall pay any fees of such independent public accountant incurred
in connection with the Lender's exercise of its rights pursuant
to this Section; provided, that nothing contained in this
Section 7.1.5 shall require the Borrower or any of its
Subsidiaries to disclose any information received from a borrower
of such Subsidiary in confidence unless permitted and the Lender
shall agree to keep such information confidential.

SECTION 7.1.6. Environmental Covenant. The Borrower will,
and will cause each of its Subsidiaries to,

(a) use and operate all of its facilities and
properties in material compliance with all Environmental
Laws, keep all necessary permits, approvals, certificates,
licenses and other authorizations relating to environmental
matters in effect and remain in material compliance
therewith, and handle all Hazardous Materials in material
compliance with all applicable Environmental Laws;

(b) immediately notify the Lender and provide copies
upon receipt of all material written claims, complaints,
notices or inquiries relating to the condition of its
facilities and properties or compliance with Environmental
Laws, and shall promptly cure and have dismissed with
prejudice to the satisfaction of the Lender any actions and
proceedings relating to compliance with Environmental Laws;
and

(c) provide such information and certifications which
the Lender may reasonably request from time to time to
evidence compliance with this Section 7.1.6.

SECTION 7.2. Negative Covenants. The Borrower agrees
with the Lender that, until the Commitment has terminated and all
Obligations have been paid and performed in full, the Borrower
will perform the obligations set forth in this Section 7.2.

SECTION 7.2.1. Business Activities. The Borrower will
not, and will not permit any of its Subsidiaries to, engage in
any business activity other than activities permitted for bank
holding companies under applicable law.

SECTION 7.2.2. Liens. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume or
suffer to exist any Lien upon any properties, assets or revenues
of the Borrower or any of its Subsidiaries or any capital stock
of any Subsidiary of the Borrower, whether now owned or hereafter
acquired, except:

(a) Liens created or assumed in the ordinary course of
the banking, trust, commercial finance and leasing business
of any Subsidiary or the business of the Borrower;

(b) Liens for taxes not yet payable or being contested
in good faith by appropriate proceedings and for which
reserves in conformity with GAAP with respect thereto have
been provided on the books of the Borrower or its
Subsidiaries, as the case may be;

(c) deposits or pledges to secure the payment of
workmen's compensation, unemployment insurance, old age
pensions or other social security benefits or obligations;

(d) deposits or pledges to secure statutory
obligations or to secure or in lieu of surety, penalty or
appeal bonds;

(e) mechanics', materialmen's, warehousemen's,
carriers or other like Liens arising in the ordinary course
of its business which are not overdue for a period longer
than 30 days, or which are being contested in good faith by
appropriate proceedings;

(f) Liens securing indebtedness incurred after the
date hereof to finance the cost of acquisition, construction
or improvement of any property useful and intended to be
used in carrying out the business of the Borrower or a
Subsidiary; provided, that the Lien shall attach solely to
the property acquired, constructed or improved or to
substantially unimproved real property on which property so
acquired, constructed or improved is located;

(g) Liens on property useful and intended to be used
in carrying out the business of the Borrower or a Subsidiary
which were existing at the time of acquisition of such
property, or at the time of acquisition by the Borrower or a
Subsidiary of any business entity then owning such property,
so long as such Liens were not incurred, extended or renewed
in the contemplation of or in connection with such
acquisition by the Borrower or a Subsidiary; provided, that
such Lien shall attach solely to the property acquired; and

(h) extensions or renewals of Liens permitted by
clauses (f) and (g) above so long as, at the time of such
transaction and after giving effect thereto and to the
application of the proceeds thereof, (x) the aggregate
unpaid principal amount of indebtedness of the Borrower and
its Subsidiaries which is secured pursuant to this clause
(h) and clauses (f) and (g) hereof shall be no greater than
the aggregate unpaid principal amount of such indebtedness
secured pursuant to such clauses immediately preceding such
transaction and (y) such Lien shall attach solely to the
property which was subject thereto immediately preceding
such transaction.

Notwithstanding the foregoing provisions of this Section
7.7.2 the Borrower will not permit, and will not permit any
Subsidiary to cause or permit any Lien on capital stock issued by
a Subsidiary and held by the Borrower or another Subsidiary
except for Liens on capital stock of a corporation acquired after
the Effective Date which corporation, after such acquisition,
would become a Subsidiary; provided that such Liens were existing
at the time of such acquisition and were not incurred, extended
or renewed in contemplation of, or in connection with, such
acquisition.

SECTION 7.2.3. Financial Condition. At any time, the
Borrower will not permit:

(a) Its, or any Bank Subsidiary's capital ratios to be
other than Well Capitalized; and

(b) Its, or any Bank Subsidiary's Non-Performing Ratio
to be greater than 4%.

SECTION 7.2.4. Take or Pay Contracts. The Borrower will
not, and will not permit any of its Subsidiaries to, enter into
or be a party to any material arrangement for the purchase of
materials, supplies, other property or services if such
arrangement by its express terms requires that payment be made by
the Borrower or such Subsidiary regardless of whether such
materials, supplies, other property or services are delivered or
furnished to it.

SECTION 7.2.5. Consolidation, Merger, etc. The Borrower
will not, and will not permit any of its Subsidiaries to,
liquidate or dissolve, consolidate with, or merge into or with,
any other corporation, or purchase or otherwise acquire all or
substantially all of the assets of any Person (or of any division
thereof) except

(a) any such Subsidiary may liquidate or dissolve
voluntarily into, and may merge with and into, the Borrower
or any other Subsidiary, and the assets or stock of any
Subsidiary may be purchased or otherwise acquired by the
Borrower or any other Subsidiary; and

(b) so long as no Default has occurred and is
continuing or would occur after giving effect thereto, the
Borrower or any of its Subsidiaries may purchase all or
substantially all of the assets of any Person, or acquire
such Person by merger.

SECTION 7.2.6. Asset Dispositions, etc. The Borrower will
not, and will not permit any of its Subsidiaries to, sell,
transfer, lease, contribute or otherwise convey, or grant
options, warrants or other rights with respect to, all or any
substantial part of its assets (including accounts receivable and
capital stock of Subsidiaries) to any Person, unless such sale,
transfer, lease, contribution or conveyance is in the ordinary
course of its business or is permitted by Section 7.2.5.

SECTION 7.2.7. Transactions with Affiliates. The Borrower
will not, and will not permit any of its Subsidiaries to, enter
into, or cause, suffer or permit to exist any arrangement or
contract with any of its other Affiliates unless such arrangement
or contract is fair and equitable to the Borrower or such
Subsidiary and is an arrangement or contract of the kind which
would be entered into by a prudent Person in the position of the
Borrower or such Subsidiary with a Person which is not one of its
Affiliates.

SECTION 7.2.8. Negative Pledges, Restrictive Agreements,
etc. The Borrower will not, and will not permit any of its
Subsidiaries to, enter into any agreement (excluding this
Agreement or any other Loan Document) prohibiting

(a) the creation or assumption of any Lien upon its
properties, revenues or assets, whether now owned or
hereafter acquired, or the ability of the Borrower to amend
or otherwise modify this Agreement or any other Loan
Document; or

(b) the ability of any Subsidiary to make any
payments, directly or indirectly, to the Borrower by way of
dividends (except as may be required by law), advances,
repayments of loans or advances, reimbursements of
management and other intercompany charges, expenses and
accruals or other returns on investments, or any other
agreement or arrangement which restricts the ability of any
such Subsidiary to make any payment, directly or indirectly,
to the Borrower.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.1. Listing of Events of Default. Each of the
following events or occurrences described in this Section 8.1
shall constitute an "Event of Default".

SECTION 8.1.1. Non-Payment of Obligations. The Borrower
shall default in the payment or prepayment when due of any
principal of any Loan, or the Borrower shall default (and such
default shall continue unremedied for a period of seven (7) days)
in the payment of any interest on any Loan or any fees or other
Obligation.

SECTION 8.1.2. Breach of Warranty. Any representation or
warranty of the Borrower made or deemed to be made hereunder or
in any other Loan Document or any other writing or certificate
furnished by or on behalf of the Borrower to the Lender for the
purposes of or in connection with this Agreement or any such
other Loan Document (including any certificates delivered
pursuant to Article V) is or shall be incorrect when made in any
material respect.

SECTION 8.1.3. Non-Performance of Other Covenants and
Obligations. The Borrower shall default in the due performance
and observance of any other agreement contained herein or in any
other Loan Document, and such default shall continue unremedied
for a period of thirty (30) days after notice thereof shall have
been given to the Borrower by the Lender.

SECTION 8.1.4. Default on Other Indebtedness. A default
shall occur in the payment when due (subject to any applicable
grace period), whether by acceleration or otherwise, of any
Indebtedness (other than Indebtedness described in Section 8.1.1)
of the Borrower or any of its Subsidiaries exceeding $10,000,000
individually or in the aggregate, or a default shall occur in the
performance or observance of any obligation or condition with
respect to such Indebtedness if the effect of such default is to
accelerate the maturity of any such Indebtedness or such default
shall continue unremedied for any applicable period of time
sufficient to permit the holder or holders of such Indebtedness,
or any trustee or agent for such holders, to cause such
Indebtedness to become due and payable prior to its expressed
maturity.

SECTION 8.1.5. Judgments. Any judgment or order for the
payment of money in excess of $10,000,000 shall be rendered
against the Borrower or any of its Subsidiaries and either

(a) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order; or

(b) there shall be any period of 10 consecutive days
during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not
be in effect.

SECTION 8.1.6. Pension Plans. Any of the following events
shall occur with respect to any Pension Plan:

(a) the institution of any steps by the Borrower, any
member of its Controlled Group or any other Person to
terminate a Pension Plan if, as a result of such
termination, the Borrower or any such member could be
required to make a contribution to such Pension Plan, or
could reasonably expect to incur a liability or obligation
to such Pension Plan, in excess of $10,000,000; or

(b) a contribution failure occurs with respect to any
Pension Plan sufficient to give rise to a Lien under Section
302(f) of ERISA.

SECTION 8.1.7. Control of the Borrower. Any Change in
Control shall occur.

SECTION 8.1.8. Bankruptcy, Insolvency, etc. The Borrower
or any of its Subsidiaries shall

(a) become insolvent or generally fail to pay, or
admit in writing its inability or unwillingness to pay,
debts as they become due;

(b) apply for, consent to, or acquiesce in, the
appointment of a trustee, receiver, sequestrator or other
custodian for the Borrower or any of its Subsidiaries or any
property of any thereof, or make a general assignment for
the benefit of creditors;

(c) in the absence of such application, consent or
acquiescence, permit or suffer to exist the appointment of a
trustee, receiver, sequestrator or other custodian for the
Borrower or any of its Subsidiaries or for a substantial
part of the property of any thereof, and such trustee,
receiver, sequestrator or other custodian shall not be
discharged within 60 days, provided that the Borrower,
hereby expressly authorizes the Lender to appear in any
court conducting any relevant proceeding during such 60-day
period to preserve, protect and defend their rights under
the Loan Documents;

(d) permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case
or proceeding under any bankruptcy or insolvency law, or any
dissolution, winding up or liquidation proceeding, in
respect of the Borrower or any of its Subsidiaries, and, if
any such case or proceeding is not commenced by the Borrower
or such Subsidiary, such case or proceeding shall be
consented to or acquiesced in by the Borrower or such
Subsidiary or shall result in the entry of an order for
relief or shall remain for 60 days undismissed, provided
that the Borrower hereby expressly authorizes the Lender to
appear in any court conducting any such case or proceeding
during such 60-day period to preserve, protect and defend
their rights under the Loan Documents; or

(e) take any action authorizing, or in furtherance of,
any of the foregoing.

SECTION 8.1.9. Material Adverse Effect. There shall be
any material adverse effect on the financial condition,
operations, assets, business, properties or prospects of the
Borrower and its Subsidiaries. An adverse effect will be deemed
material if there is a reasonable likelihood that it would reduce
the Borrower's equity as of any date of determination by 10% or
more below the Borrower's equity as of the end of its most recent
Fiscal Year.

SECTION 8.2. Action if Bankruptcy. If any Event of
Default described in clauses (a) through (d) of Section 8.1.8
shall occur, the Commitment (if not theretofore terminated) shall
automatically terminate and the outstanding principal amount of
all outstanding Loans and all other Obligations shall
automatically be and become immediately due and payable, without
notice or demand.

SECTION 8.3. Action if Other Event of Default. If any
Event of Default (other than any Event of Default described in
clauses (a) through (d) of Section 8.1.8) shall occur for any
reason, whether voluntary or involuntary, and be continuing, the
Lender, shall by notice to the Borrower declare all or any
portion of the outstanding principal amount of the Loans and
other Obligations to be due and payable and/or the Commitment (if
not theretofore terminated) to be terminated, whereupon the full
unpaid amount of such Loans and other Obligations which shall be
so declared due and payable shall be and become immediately due
and payable, without further notice, demand or presentment,
and/or, as the case may be, the Commitment shall terminate.

ARTICLE IX

MISCELLANEOUS PROVISIONS

SECTION 9.1. Waivers, Amendments, etc. The provisions
of this Agreement and of each other Loan Document may from time
to time be amended, modified or waived, if such amendment,
modification or waiver is in writing and consented to by the
Borrower and the Lender. No failure or delay on the part of the
Lender in exercising any power or right under this Agreement or
any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right
preclude any other or further exercise thereof or the exercise of
any other power or right. No notice to or demand on the Borrower
in any case shall entitle it to any notice or demand in similar
or other circumstances. No waiver or approval by the Lender
under this Agreement or any other Loan Document shall, except as
may be otherwise stated in such waiver or approval, be applicable
to subsequent transactions. No waiver or approval hereunder
shall require any similar or dissimilar waiver or approval
thereafter to be granted hereunder.

SECTION 9.2. Notices. All notices and other
communications provided to any party hereto under this Agreement
or any other Loan Document shall be in writing or by facsimile
and addressed, delivered or transmitted to such party at its
address or facsimile number set forth below its signature hereto
or at such other address or facsimile number as may be designated
by such party in a notice to the other parties. Any notice, if
mailed and properly addressed with postage prepaid or if properly
addressed and sent by pre-paid courier service, shall be deemed
given when received; any notice, if transmitted by facsimile,
shall be deemed given when transmitted and confirmed.

SECTION 9.3. Payment of Costs and Expenses. The
Borrower agrees to pay on demand all expenses of the Lender
(including the fees and out-of-pocket expenses of counsel to the
Lender and of local counsel, if any, who may be retained by
counsel to the Lender) in connection with

(a) the negotiation, preparation, execution and
delivery of this Agreement and of each other Loan Document,
including schedules and exhibits, and any amendments,
waivers, consents, supplements or other modifications to
this Agreement or any other Loan Document as may from time
to time hereafter be required, whether or not the
transactions contemplated hereby are consummated, and

(b) the preparation and review of the form of any
document or instrument relevant to this Agreement or any
other Loan Document.

The Borrower further agrees to pay, and to save the Lender
harmless from all liability for, any stamp or other taxes which
may be payable in connection with the execution or delivery of
this Agreement, the borrowings hereunder, or the issuance of the
Note. The Borrower also agrees to reimburse the Lender upon
demand for all reasonable out-of-pocket expenses (including
attorneys' fees and legal expenses) incurred by the Lender in
connection with (x) the negotiation of any restructuring or
"work-out", whether or not consummated, of any Obligations and
(y) the enforcement of any Obligations.

SECTION 9.4. Indemnification. In consideration of the
execution and delivery of this Agreement by the Lender and the
extension of the Commitment, the Borrower hereby indemnifies,
exonerates and holds the Lender and its officers, directors,
employees and agents (collectively, the "Indemnified Parties")
free and harmless from and against any and all actions, causes of
action, suits, losses, costs, liabilities and damages, and
expenses incurred in connection therewith (irrespective of
whether any such Indemnified Party is a party to the action for
which indemnification hereunder is sought), including reasonable
attorneys' fees and disbursements (collectively, the "Indemnified
Liabilities"), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to

(a) any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds
of any Loan;

(b) the entering into and performance of this
Agreement and any other Loan Document by any of the
Indemnified Parties (including any action brought by or on
behalf of the Borrower as the result of any determination by
the Lender pursuant to Article V not to fund any Borrowing);

(c) any investigation, litigation or proceeding
related to any acquisition or proposed acquisition by the
Borrower or any of its Subsidiaries of all or any portion of
the stock or assets of any Person, whether or not the Lender
is party thereto;

(d) any investigation, litigation or proceeding
related to any environmental cleanup, audit, compliance or
other matter relating to the protection of the environment
or the Release by the Borrower or any of its Subsidiaries of
any Hazardous Material; or

(e) the presence on or under, or the escape, seepage,
leakage, spillage, discharge, emission, discharging or
releases from, any real property owned or operated by the
Borrower or any Subsidiary thereof of any Hazardous Material
(including any losses, liabilities, damages, injuries,
costs, expenses or claims asserted or arising under any
Environmental Law), regardless of whether caused by, or
within the control of, the Borrower or such Subsidiary,

except for any such Indemnified Liabilities arising for the
account of a particular Indemnified Party by reason of the
relevant Indemnified Party's gross negligence or wilful
misconduct. If and to the extent that the foregoing undertaking
may be unenforceable for any reason, the Borrower hereby agrees
to make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under
applicable law.

SECTION 9.5. Survival. The obligations of the Borrower
under Sections 4.3, 4.4, 4.5, 4.6, 9.3 and 9.4, shall in each
case survive any termination of this Agreement, the payment in
full of all Obligations and the termination of the Commitment.
The representations and warranties made by the Borrower in this
Agreement and in each other Loan Document shall survive the
execution and delivery of this Agreement and each such other Loan
Document.

SECTION 9.6. Severability. Any provision of this
Agreement or any other Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or such Loan Document or
affecting the validity or enforceability of such provision in any
other jurisdiction.

SECTION 9.7. Headings. The various headings of this
Agreement and of each other Loan Document are inserted for
convenience only and shall not affect the meaning or
interpretation of this Agreement or such other Loan Document or
any provisions hereof or thereof.

SECTION 9.8. Execution in Counterparts, Effectiveness,
etc. This Agreement may be executed by the parties hereto in
several counterparts, each of which shall be executed by the
Borrower and the Lender and be deemed to be an original and all
of which shall constitute together but one and the same
agreement. This Agreement shall become effective when
counterparts hereof executed on behalf of the Borrower and the
Lender (or notice thereof satisfactory to the Lender) shall have
been received by the Lender and notice thereof shall have been
given by the Lender to the Borrower.

SECTION 9.9. Governing Law; Entire Agreement. THIS
AGREEMENT AND THE NOTE SHALL EACH BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
This Agreement and the Note constitute the entire understanding
among the parties hereto with respect to the subject matter
hereof and supersede any prior agreements, written or oral, with
respect thereto.

SECTION 9.10. Successors and Assigns. This Agreement
shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns;
provided, however, that the Borrower may not assign or transfer
its rights or obligations hereunder without the prior written
consent of the Lender.

SECTION 9.11. Participations. The Lender may, with the
consent of the Borrower (such consent not to be unreasonably
withheld), sell to one or more commercial banks or other Persons
(each of such commercial banks and other Persons being herein
called a "Participant") participating interests in any of the
Loans, its Commitment, or other interests of the Lender
hereunder; provided, however, that

(a) no participation contemplated in this Section 9.11
shall relieve the Lender from its Commitment or its other
obligations hereunder or under any other Loan Document,

(b) the Lender shall remain solely responsible for the
performance of its Commitment and such other obligations,

(c) the Borrower and the Lender shall continue to deal
solely and directly with the Lender in connection with the
Lender's rights and obligations under this Agreement and
each of the other Loan Documents,

(d) no Participant, unless such Participant is an
Affiliate of the Lender, shall be entitled to require the
Lender to take or refrain from taking any action hereunder
or under any other Loan Document, except that the Lender may
agree with any Participant that the Lender will not, without
such Participant's consent, take any actions of the type
described in clause (b) or (c) of Section 9.1, and

(e) the Borrower shall not be required to pay any
amount under Section 4.6 that is greater than the amount
which it would have been required to pay had no
participating interest been sold.

The Borrower acknowledges and agrees that each Participant, for
purposes of Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 10.3 and 10.4,
shall be considered a Lender.

SECTION 9.12. Other Transactions. Nothing contained
herein shall preclude the Lender from engaging in any
transaction, in addition to those contemplated by this Agreement
or any other Loan Document, with the Borrower or any of its
Affiliates in which the Borrower or such Affiliate is not
restricted hereby from engaging with any other Person.

SECTION 9.13. Consent to Jurisdiction. THE BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF
THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE
PURPOSE OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER,
OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE LENDER AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. THE BORROWER FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR
BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES
SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.

SECTION 9.14. Waiver of Jury Trial. THE LENDER AND THE
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER. THE
BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER
ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

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

FOURTH FINANCIAL CORPORATION

By:________________________________
Title:__________________________

Address: 100 North Broadway
Wichita, Kansas 67202

Facsimile No.: (316) 261-4680

Attention: Michael J. Shonka
Chief Financial Officer

With a copy to: William Rainey
General Counsel

CONTINENTAL BANK

By:________________________________
Title:__________________________

Address: 231 South LaSalle Street
Chicago, Illinois 60697

Facsimile No.: (312) 987-6982

Attention: Geoffrey R. Waters
Vice President

SCHEDULE I

DISCLOSURE SCHEDULE

ITEM 6.7 Litigation.

NONE

ITEM 6.8 Existing Subsidiaries.

State of Ownership Business
Name Incorporation % Description

SEE FOLLOWING TABLE

Name State or Jurisdiction
- ------- ---------------------
Subsidiaries of Registrant
--------------------------
BANK IV Kansas, National Association United States
BANK IV Oklahoma, National Association United States
IV Commercial Acquisition, Inc. Kansas
Fourth Financial Insurance Company Arizona
BANK IV Financial Services, Inc. Kansas
Southgate Trust Company Kansas
Fourth Investment Advisors, Inc. Oklahoma
BANK IV Community Development Corporation Kansas

Subsidiaries of BANK IV Kansas
------------------------------
OA Management, Inc. Kansas
CSI Holdings, Inc. Kansas
Townsite Plaza Development, Inc. Kansas
BANC IV Investments, Inc. Kansas
First AG Credit Corporation Kansas
Southwest, Inc. Kansas

Subsidiaries of BANK IV Oklahoma
--------------------------------
Quatro, Inc. Oklahoma
Health Concepts Recovery Centers, Inc. Oklahoma

Subsidiaries of Commercial Acquisitions, Inc.
--------------------------------------------
IV CB&T-Tulsa Holdings, Inc. Oklahoma

ITEM 6.11 Employee Benefit Plans.

NONE

EXHIBIT A

FORM OF NOTE

$50,000,000 July 1, 1994

FOR VALUE RECEIVED, the undersigned, FOURTH FINANCIAL
CORPORATION, a Kansas corporation (the "Borrower"), promises to
pay to the order of CONTINENTAL BANK (the "Lender") on the
Commitment Termination Date (as defined in the Credit Agreement
referred to below) the principal sum of FIFTY MILLION DOLLARS
($50,000,000) or, if less, the aggregate unpaid principal amount
of all Loans shown on the schedule attached hereto (and any
continuation thereof) made by the Lender pursuant to that certain
Credit Agreement, dated as of July 1, 1994 (together with all
amendments and other modifications, if any, from time to time
thereafter made thereto, the "Credit Agreement"), between the
Borrower and Continental Bank.

The Borrower also promises to pay interest, at the rates per
annum and on the dates specified in the Credit Agreement, on the
unpaid principal amount hereof from time to time outstanding from
the date hereof until maturity (whether by acceleration or
otherwise) and, after maturity, until paid.

Payments of both principal and interest are to be made in
lawful money of the United States of America in same day or
immediately available funds to the account designated by the
Lender pursuant to the Credit Agreement.

This Note is the Note referred to in, and evidences
Indebtedness incurred under, the Credit Agreement, to which
reference is made for a description of the terms and conditions
on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness
evidenced by this Note and on which such Indebtedness may be
declared to be immediately due and payable. Unless otherwise
defined, terms used herein have the meanings provided in the
Credit Agreement.

All parties hereto, whether as makers, endorsers, or
otherwise, severally waive presentment for payment, demand,
protest and notice of dishonor.

THIS NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF ILLINOIS.

FOURTH FINANCIAL CORPORATION

By:_____________________________
Name:________________________
Title:_______________________

LOANS AND PRINCIPAL PAYMENTS

- ---------------------------------------------------------------------------------------------

Amount of Unpaid
Amount of Principal Principal
Loan Made Repaid Balance
-------------------- Interest -------------------- --------------------
Reference LIBOR Period (if Reference LIBOR Reference LIBOR Notation
Date Rate Rate applicable) Rate Rate Rate Rate Total Made By
- ---- --------- ---------- ----------- --------- ---------- --------- ---------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------

</TABLE>

EXHIBIT B

FORM OF
BORROWING REQUEST

Continental Bank
231 S. LaSalle Street
Chicago, Illinois 60697

Attention: ____________________

FOURTH FINANCIAL CORPORATION
----------------------------

Gentlemen/Ladies:

This Borrowing Request is delivered to you pursuant to
Sections 2.3 and 5.2.2 of the Credit Agreement, dated as of
July 1, 1994 (together with all amendments, if any, from time to
time made thereto, the "Credit Agreement"), between Fourth
Financial Corporation, a Kansas corporation (the "Borrower") and
Continental Bank (the "Lender"). Unless otherwise defined herein
or the context otherwise requires, terms used herein have the
meanings provided in the Credit Agreement.

The Borrower hereby requests that a Loan be made in the
aggregate principal amount of $__________ on __________, 19___ as
a [LIBOR Loan having an Interest Period of _______ months]
[Reference Rate Loan].

The Borrower hereby acknowledges that, pursuant to Section
5.2.2 of the Credit Agreement, each of the delivery of this
Borrowing Request and the acceptance by the Borrower of the
proceeds of the Loan requested hereby constitute a representation
and warranty by the Borrower that, on the date of such Loan, and
before and after giving effect thereto and to the application of
the proceeds therefrom, all statements set forth in Section 5.2.1
are true and correct in all material respects.

The Borrower agrees that if prior to the time of the
Borrowing requested hereby any matter certified to herein by it
will not be true and correct at such time as if then made, it
will immediately so notify the Lender. Except to the extent, if
any, that prior to the time of the Borrowing requested hereby the
Lender shall receive written notice to the contrary from the
Borrower, each matter certified to herein shall be deemed once
again to be certified as true and correct at the date of such
Borrowing as if then made.

Please wire transfer the proceeds of the Borrowing to the
accounts of the following persons at the financial institutions
indicated respectively:

Person to be Paid
Amount to be ---------------------------- Name, Address,etc.
Transferred Name Account No. of Transferee Lender
- ----------- ---- ----------- --------------------

$___________ ____________ __________ ____________________
____________________
Attention:_________

Balance of The Borrower ___________ ____________________
such proceeds ____________________
Attention:_________

The Borrower has caused this Borrowing Request to be
executed and delivered, and the certification and warranties
contained herein to be made, by its duly Authorized Officer this
___ day of ___________, 19___.

FOURTH FINANCIAL CORPORATION

By:_______________________________

Name:__________________________

Title:_________________________

EXHIBIT C

FORM OF
CONVERSION NOTICE

Continental Bank
231 S. LaSalle Street
Chicago, IL 60697

Attention: ________________

FOURTH FINANCIAL CORPORATION
----------------------------

Gentlemen/Ladies:

This Conversion Notice is delivered to you pursuant to
Section 2.4 of the Credit Agreement, dated as of July 1, 1994
(together with all amendments, if any, from time to time made
thereto, the "Credit Agreement"), between Fourth Financial
Corporation, a Kansas corporation (the "Borrower") and
Continental Bank (the "Lender"). Unless otherwise defined herein
or the context otherwise requires, terms used herein have the
meanings provided in the Credit Agreement.

The Borrower hereby requests that on ____________, 19___,

(1) $___________ of the presently outstanding
principal amount of the Loans originally made on __________,
19___ [and $__________ of the presently outstanding
principal amount of the Loans originally made on __________,
19___],

(2) and all presently being maintained as [Reference
Rate Loans] [LIBOR Loans],

(3) be converted into,

(4) [LIBOR Loans having an Interest Period of ______
months] [Reference Rate Loans].

The Borrower hereby:

(a) certifies and warrants that no Default has
occurred and is continuing; and

(b) agrees that if prior to the time of such
conversion any matter certified to herein by it will not be
true and correct at such time as if then made, it will
immediately so notify the Lender.

Except to the extent, if any, that prior to the time of the
conversion requested hereby the Lender shall receive written
notice to the contrary from the Borrower, each matter certified
to herein shall be deemed to be certified at the date of such
conversion as if then made.

The Borrower has caused this Conversion Notice to be
executed and delivered, and the certification and warranties
contained herein to be made, by its Authorized Officer this ___
day of _________, 19___.

FOURTH FINANCIAL CORPORATION

By:_______________________________

Name:__________________________

Title:_________________________

EXHIBIT D

Form of Opinion of Counsel to Borrower

July 1, 1994

Continental Bank
231 South LaSalle Street
Chicago, Illinois 60697

Re: Fourth Financial Corporation
----------------------------

Ladies/Gentlemen:

I am General Counsel to Fourth Financial Corporation, a
Kansas corporation (the "Borrower") and I am delivering this
opinion to you pursuant to Section 5.1.3 of the Credit Agreement
dated as of July 1, 1994 (the "Credit Agreement"), between the
Borrower and Continental Bank (the "Lender"). Terms used herein
and defined in the Credit Agreement shall have the respective
meanings set forth in the Credit Agreement, unless otherwise
defined herein.

In connection with this opinion, I have examined executed
copies of the Credit Agreement and the Note, executed and
delivered pursuant thereto, and such corporate documents and
records of the Borrower, certificates of public officials and
officers of the Borrower and other documents as I have deemed
necessary or appropriate for the purpose of this opinion. In
stating this opinion, I have assumed the genuineness of all
signatures of, and the authority of, persons signing the Credit
Agreement on behalf of parties thereto other than the Borrower,
the authenticity of all documents submitted as originals and the
conformity to authentic original documents of all documents
submitted as certified, conformed or photostatic copies.

Based upon the foregoing, I am of the opinion that:

1. The Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Kansas, and each Subsidiary of the Borrower is a corporation duly
organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation. The Borrower and each
of its Subsidiaries has the power to own its assets and to
transact the business in which it is presently engaged and is
duly qualified to do business and in good standing under the laws
of each jurisdiction in which the failure to qualify would have a
material adverse effect upon the condition, financial or
otherwise of the Borrower or any of its Subsidiaries. The
Borrower is a bank holding company duly registered with the Board
of Governors of the Federal Reserve System under the Bank Holding
Company Act of 1956, as amended.

2. The Borrower has the corporate power to execute,
deliver and carry out its obligations under the Credit Agreement
and the Note and to borrow under the Credit Agreement. The
Borrower has taken all necessary corporate action to authorize
the borrowings under the Credit Agreement on the terms and
conditions of the Credit Agreement and to authorize the
execution, delivery and performance of the Credit Agreement and
the Note. No consent of any other party (including stockholders
of the Borrower), and no consent, license, approval or
authorization of, or registration or declaration with, any
governmental body, authority, bureau or agency is required in
connection with the execution, delivery and performance of the
Credit Agreement and the Note.

3. The execution, delivery and performance of the Credit
Agreement and the Note, and the use of the proceeds of the
borrowings pursuant to the Credit Agreement, will not violate any
provision of any applicable law or regulation, or of any order,
judgment, award or decree of any court or governmental
instrumentality, or of the Certificate of Incorporation or By-
Laws of the Borrower, or, to the best of my knowledge, result in
a breach of or constitute a default under any mortgage,
partnership agreement, indenture, contract, agreement or other
undertaking to which the Borrower is a party or which purports to
be binding upon the Borrower or any of its assets, and will not
result in the creation or imposition of any Lien on any of the
assets of the Borrower.

4. To the best of my knowledge, there are no actions,
suits or proceedings pending or, to the best of my knowledge,
threatened against or affecting the Borrower or any of its
Subsidiaries or any of their respective properties or revenues,
at law or in equity or before any governmental body, which (i)
would materially adversely affect the financial condition,
operations, assets, business, properties or prospects of the
Borrower or such Subsidiary or (ii) relate to any of the
transactions contemplated by the Credit Agreement.

5. The Credit Agreement has been, and, upon the execution
and delivery thereof, the Note will be, duly executed and
delivered by the Borrower. The Credit Agreement constitutes,
and, when executed and delivered by the Borrower, the Note will
constitute, legal, valid and binding obligations of the Borrower,
enforceable in accordance with their terms.

6. The Borrower is not an "investment company" or a
company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

7. To the best of my knowledge, the Borrower is not under
investigation by, or operating under any restrictions (applicable
specifically to the Borrower) imposed by, any regulatory
authority.

8. To the best of my knowledge, the Borrower is in
compliance with all material requirements of the Bank Holding
Company Act of 1956, as amended, and with existing regulations of
the Board of Governors of the Federal Reserve System relating to
bank holding companies.

The opinions expressed above are subject to the following
limitations, qualifications and exceptions:

a. The legality, validity and enforceability of any rights
and remedies provided in the Credit Agreement and the
Note are subject to exceptions provided by bankruptcy,
insolvency, reorganization, receivership, moratorium,
assignment for the benefit of creditors' laws or
similar laws now or hereafter in effect affecting the
validity, legality and binding effect and
enforceability of creditors' rights generally,
including, without limitation, the effect of statutory
or other laws regarding fraudulent conveyances or
preferential transfers; and

b. Specific performance, injunctive relief or other
traditional equitable remedies may not be available as
being subject to the discretion of the court before
which any proceeding therefor may be brought.

I am a member of the Bar of the State of Kansas, and express
no opinion with respect to the laws of any jurisdiction other
than the State of Kansas and the federal laws of the United
States of America. Notwithstanding the preceding sentence,
insofar as the opinions expressed herein relate to matters which
are governed by the laws of the State of Illinois, I have
assumed, without independent investigation, that such laws are
identical to the laws of the State of Kansas.

This opinion is rendered to you and is solely for the
benefit of you and your counsel in connection with the above
transaction. This opinion may not be relied upon by you for any
other purpose or furnished to, quoted to or relied upon by any
other person, firm or corporation for any purpose without my
prior written consent.

Very truly yours,

William Rainey, Esq.

EXHIBIT E

FORM OF
COMPLIANCE CERTIFICATE

_________________, ____

Continental Bank
231 South LaSalle Street
Chicago, Illinois 60697

Re: Credit Agreement dated as of July 1, 1994 (the "Credit
Agreement") between Fourth Financial Corporation and
Continental Bank
------------------------------------------------------

Please refer to Section 7.1.1 of the Credit Agreement.
Capitalized terms used herein have the meanings given such terms
in the Credit Agreement.

The Borrower hereby certifies and warrants to the Lender,
with respect to the Fiscal Quarter ended _____________, ____, as
follows:

(A) The following is the true and correct computation of
whether the Borrower is Well Capitalized as of the end
of such Fiscal Quarter:

1. i. Tier One Capital $_____________

ii. Tier Two Capital $_____________

iii. Tier One Capital plus
Tier Two Capital
(i plus ii) $_____________

iv. Risk Weighted Assets $_____________

v. Ratio of iii to iv ______________%

vi. Required ratio 10%

2. i. Tier One Capital $_____________

ii. Risk Weighted Assets $_____________

iii. Ratio of i to ii ______________%

iv. Required ratio 6%

3. i. Tier One Capital $_____________

ii. Adjusted total assets $_____________

iii. Ratio of i to ii ______________%

iv. Required ratio 5%

4. The Borrower is not subject to any order or
final capital directive by the Federal Reserve
to meet and maintain a specific capital level
for any capital measure.

(B) The following is the true and correct computation of
whether Bank IV Kansas N.A. is Well Capitalized as of
the end of such Fiscal Quarter:

1. i. Tier One Capital $_____________

ii. Tier Two Capital $_____________

iii. Tier One Capital plus
Tier Two Capital
(i plus ii) $_____________

iv. Risk Weighted Assets $_____________

v. Ratio of iii to iv ______________%

vi. Required ratio 10%

2. i. Tier One Capital $_____________

ii. Risk Weighted Assets $_____________

iii. Ratio of i to ii ______________%

iv. Required ratio 6%

3. i. Tier One Capital $_____________

ii. Adjusted total assets $_____________

iii. Ratio of i to ii ______________%

iv. Required ratio 5%

4. Bank IV Kansas N.A. is not subject to any order
or final capital directive by the Federal
Reserve to meet and maintain a specific capital
level for any capital measure.

(C) The following is the true and correct computation of
whether Bank IV Oklahoma N.A. is Well Capitalized as of
the end of such Fiscal Quarter:

1. i. Tier One Capital $_____________

ii. Tier Two Capital $_____________

iii. Tier One Capital plus
Tier Two Capital
(i plus ii) $_____________

iv. Risk Weighted Assets $_____________

v. Ratio of iii to iv ______________%

vi. Required ratio 10%

2. i. Tier One Capital $_____________

ii. Risk Weighted Assets $_____________

iii. Ratio of i to ii ______________%

iv. Required ratio 6%

3. i. Tier One Capital $_____________

ii. Adjusted total assets $_____________

iii. Ratio of i to ii ______________%

iv. Required ratio 5%

4. Bank IV Oklahoma N.A. is not subject to any
order or final capital directive by the Federal
Reserve to meet and maintain a specific capital
level for any capital measure.

(D) The following is the true and correct computation of
the Non-Performing Ratio of Borrower as of the end of
such Fiscal Quarter:

i. Non-Performing Assets $_____________

ii. Total Loans $_____________

iii. Other Real Estate Owned $_____________

iv. Total Loans plus
Other Real Estate Owned
(ii. plus iii.) $_____________

v. Non-Performing Ratio
(i. divided by iv.) ______________%

vi. Required Non-Performing
Ratio 4%

(E) The following is the true and correct computation of
the Non-Performing Ratio of Bank IV Kansas N.A. as of
the end of such Fiscal Quarter:

i. Non-Performing Assets $_____________

ii. Total Loans $_____________

iii. Other Real Estate Owned $_____________

iv. Total Loans plus
Other Real Estate Owned
(ii. plus iii.) $_____________

v. Non-Performing Ratio
(i. divided by iv.) ______________%

vi. Required Non-Performing
Ratio 4%

(F) The following is the true and correct computation of
the Non-Performing Ratio of Bank IV Oklahoma N.A. as of
the end of such Fiscal Quarter:

i. Non-Performing Assets $_____________

ii. Total Loans $_____________

iii. Other Real Estate Owned $_____________

iv. Total Loans plus
Other Real Estate Owned
(ii. plus iii.) $_____________

v. Non-Performing Ratio
(i. divided by iv.) ______________%

vi. Required Non-Performing
Ratio 4%

(G) As of the end of such Fiscal Quarter, no Default has
occurred and is continuing.

IN WITNESS WHEREOF, the Borrower has caused this Certificate
to be executed by its chief financial Authorized Officer as of
the date first above written.

FOURTH FINANCIAL CORPORATION

By:
----------------------------
Name:
-----------------------
Title:
----------------------