COMMUNITY FIRST BANKSHARES INC, S-4, 1996-06-18

COMMUNITY FIRST BANKSHARES INC
S-4, 1996-06-18
STATE COMMERCIAL BANKS

Previous: SURGICAL TECHNOLOGIES INC, S-4/A, 1996-06-18

Next: CALDOR CORP, 8-K, 1996-06-18

<PAGE>

As filed with the Securities and Exchange Commission on June 18, 1996

Registration No. 333-________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
COMMUNITY FIRST BANKSHARES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 6022 46-0391436
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

520 Main Avenue
Fargo, North Dakota 58124-0001
(701) 298-5600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
---------------
Donald R. Mengedoth
President
Community First Bankshares, Inc.
520 Main Avenue
Fargo, North Dakota 58124-0001
(701) 298-5600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
Patrick Delaney, Esq. Patrick B. Augustine, Esq.
Martin R. Rosenbaum, Esq. McKenna & Cuneo, L.L.P.
Lindquist & Vennum P.L.L.P. 370 Seventeenth Street, Suite 4800
4200 IDS Center Denver, Colorado 80202
Minneapolis, Minnesota 55402 Telephone: (303) 634-4000
Telephone: (612) 371-3211

Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered(1) Per Share Offering Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value. . . . . . . 640,960 shares (2) $9,225,746 $3,182
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents the approximate maximum number of shares issuable upon
consummation of the Merger as described in the Registration Statement,
based upon the number of outstanding shares of Financial Bancorp, Inc.
(6,000), and an assumed maximum conversion ratio of 106.8267 shares of
common stock of Community First Bankshares, Inc. to be exchanged for each
share of Financial Bancorp, Inc. (net of the effects of the assumed payment
of cash in lieu of 20 fractional shares).
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(2) of the Securities Act of 1933, as amended, based
on the book value of the shares of Financial Bancorp, Inc. common stock as
of March 31, 1996.

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

<PAGE>

COMMUNITY FIRST BANKSHARES, INC.

Cross Reference Sheet Required by Item 501(b) of Regulation S-K

Item Number and Caption Heading in Prospectus
- ----------------------- ---------------------
1. Forepart of Registration
Statement and outside Front
Cover Page of Prospectus. . . . . Facing Page of Registration Statement;
Cover Page of Proxy Statement-Prospectus

2. Inside Front and Outside Back
Cover Pages of Prospectus . . . . Inside Front Cover Page of the Proxy
Statement-Prospectus; Table of Contents

3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information . . . . . . . . . . . Summary; Special Considerations
Regarding CFB

4. Terms of the Transaction. . . . . Incorporation of Certain Information by
Reference; The Merger; Material
Differences in Rights of Financial
Shareholders

5. Pro Forma Financial
Information . . . . . . . . . . . *

6. Material Contacts with the
Company Being Acquired . . . . . The Merger

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

8. Interests of Named Experts
and Counsel . . . . . . . . . . . Legal Matters; Experts

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

10. Information with Respect to S-3
Registrations . . . . . . . . . . Summary; Recent Developments Regarding
CFB; Market Prices and Dividend Policy

11. Incorporation of Certain
Information by Reference . . . . Incorporation of Certain Information by
Reference

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

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

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

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

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

17. Information with Respect to
Companies Other than S-2 or
S-3 Companies . . . . . . . . . . Summary; Market Prices and Dividend
Policy; Management's Discussion and
Analysis of Financial Operations;
Business of Financial; Financial's
Principal Shareholders and Security
Ownership of Management; Index to
Financial Statements

18. Information if Proxies, Consents
or Authorizations are to be
Solicited . . . . . . . . . . . . General Information; The Merger;
Financial's Principal Shareholders and
Security Ownership of Management

19. Information if Proxies, Consents
or Authorizations are not to be
Solicited in an Exchange Offer. . *

- -----------------
* Not Applicable.

<PAGE>

FINANCIAL BANCORP, INC.
125 N. Commercial Street
Trinidad, CO 81082
(719) 846-4464

______, 1996
Dear Shareholder:

You are cordially invited to attend a Special Meeting of Shareholders of
Financial Bancorp, Inc. ("Financial") to be held on _______, 1996, at ____ _.m.,
local time, at 125 N. Commercial Street, Trinidad, Colorado.

The purpose of the meeting is to seek your approval of the Agreement and
Plan of Merger between Financial, Community First Bankshares, Inc. ("CFB") and
Trinidad Acquisition Corporation, a wholly-owned subsidiary of CFB ("TAC"),
dated as of March 8, 1996 (the "Merger Agreement") and the merger of TAC with
and into Financial contemplated thereby (the "Merger"). If the Merger is
consummated, each outstanding share of common stock, no par value, of Financial
("Financial Common Stock") (other than shares held by dissenting shareholders)
will be converted into shares of common stock, par value $.01 per share, of CFB
("CFB Common Stock"). The number of shares of CFB Common Stock will be
determined by a formula set forth in the Merger Agreement, which is more fully
described in the accompanying Proxy Statement-Prospectus. Fractional shares
will not be issued. Cash will be paid in lieu of fractional shares.

The accompanying Proxy Statement-Prospectus is a proxy statement for the
Special Meeting and a prospectus describing the shares of CFB Common Stock to be
issued in the Merger. The Proxy Statement-Prospectus and the copy of the Merger
Agreement attached as Appendix A describe the proposed Merger more fully and
include detailed information about Financial and CFB. Please read this
information carefully before voting on the proposed Merger.

AFTER CAREFUL CONSIDERATION OF THE TERMS OF THE PROPOSED MERGER, YOUR BOARD
OF DIRECTORS HAS CONCLUDED THAT THE ACQUISITION OF FINANCIAL BY CFB IS IN THE
BEST INTERESTS OF FINANCIAL AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT
YOU VOTE IN FAVOR OF THE MERGER.

Your Board believes that the Merger will, among other things, give
Financial shareholders a fair price for their Financial Common Stock and the
opportunity to convert their shares of Financial Common Stock on a tax-free
basis to shares in a larger, more diversified enterprise engaged in the banking
business in many areas, including our region. CFB Common Stock is traded in the
over-the-counter market on the Nasdaq National Market System. Provided you are
not an executive officer, director or significant shareholder of Financial, your
shares of CFB Common Stock will be freely tradable upon the consummation of the
Merger.

You should consult your own tax advisor concerning the federal income tax
consequences, and any applicable foreign, state, local or other tax
consequences, of the Merger.

We hope that you will be able to attend the Special Meeting. The Merger
Agreement must be approved by the holders of two-thirds of the outstanding
shares of Financial Common Stock. Whether or not you plan to attend, we urge
you to COMPLETE, SIGN, DATE AND RETURN the accompanying proxy card to make
certain that your shares will be represented at the Special Meeting. If you
decide to attend the Special Meeting and wish to vote your shares personally,
you may revoke your proxy at any time.

Sincerely,

Eugene Aiello
CHAIRMAN

<PAGE>

FINANCIAL BANCORP, INC.
125 N. Commercial Street
Trinidad, CO 81082
(719) 846-4464

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD _______, 1996

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Financial
Bancorp, Inc. ("Financial") will be held on _______, 1996, at ____ _.m., local
time, at 125 N. Commercial Street, Trinidad, Colorado, for the following
purposes:

1. To consider and vote upon a proposal to approve the Agreement and Plan
of Merger dated as of March 8, 1996 (the "Merger Agreement") between Financial,
Community First Bankshares, Inc. ("CFB") and Trinidad Acquisition Corporation, a
wholly-owned subsidiary of CFB ("TAC"), a copy of which is attached to the
accompanying Proxy Statement-Prospectus as Appendix A, pursuant to which TAC
will be merged with and into Financial (the "Merger"). Upon consummation of the
Merger, each outstanding share of common stock, no par value, of Financial
("Financial Common Stock") (other than shares held by dissenting shareholders)
will be converted into shares of CFB common stock, the number of which will be
determined by a formula set forth in the Merger Agreement, which is more fully
described in the accompanying Proxy Statement-Prospectus; and

2. To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.

If the Merger is consummated, the shareholders of Financial who dissent
from the proposed Merger and comply with the requirements of Article 113 of the
Colorado Business Corporation Act (the "COBCA") have the right to seek appraisal
for their shares. See "The Merger - Dissenters' Rights" in the accompanying
Proxy Statement-Prospectus for a statement of the rights of dissenting
shareholders and a description of the procedures required to be followed by them
to perfect their dissenters' rights. A copy of Article 113 of the COBCA is
attached as Appendix B to the accompanying Proxy Statement-Prospectus.

The affirmative vote of two-thirds of the outstanding shares of Financial
Common Stock is required to approve the Merger Agreement.

Only holders of record of outstanding shares of Financial Common Stock at
the close of business on ______, 1996 will be entitled to notice of, and to vote
at, the Special Meeting or any adjournment thereof. Shareholders will be able
to revoke their proxies by submitting a substitute proxy bearing a later date or
by attending the meeting, revoking their proxy and voting in person.

By Order of the Board of Directors

Eugene Aiello
CHAIRMAN
Trinidad, Colorado
__________, 1996

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING,
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN
THE ENCLOSED RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.

SHAREHOLDERS SHOULD NOT SEND ANY STOCK CERTIFICATES WITH THE PROXY CARD.

<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

PROXY STATEMENT-PROSPECTUS
____________________

PROXY STATEMENT FOR SPECIAL MEETING
OF
SHAREHOLDERS OF FINANCIAL BANCORP, INC.
TO BE HELD _______, 1996
_________________________

PROSPECTUS OF COMMUNITY FIRST BANKSHARES, INC.
_________________________

This Proxy Statement-Prospectus constitutes the Proxy Statement of
Financial Bancorp, Inc. ("Financial") to be used in soliciting proxies of
Financial shareholders in connection with the Special Meeting of Shareholders of
Financial to be held on __________, 1996. The purpose of the Special Meeting is
to consider and vote upon a proposal to approve the Agreement and Plan of Merger
(the "Merger Agreement") between Financial, Community First Bankshares, Inc.
("CFB") and Trinidad Acquisition Corporation, a wholly-owned subsidiary of CFB
("TAC"), pursuant to which TAC will be merged with and into Financial (the
"Merger").

This Proxy Statement-Prospectus also constitutes the Prospectus of CFB with
respect to a maximum of_________ shares of CFB common stock, par value $.01 per
share ("CFB Common Stock"), to be issued in connection with the Merger. CFB has
filed a Registration Statement on Form S-4 under the Securities Act of 1933, as
amended (the "Securities Act"), covering such shares of CFB Common Stock. When
the Merger becomes effective, each outstanding share of Financial common stock,
no par value ("Financial Common Stock"), will be converted into shares of CFB
Common Stock, the number of which will be determined by a formula set forth in
the Merger Agreement, which is more fully described herein (the "Exchange
Rate"), and cash will be paid in lieu of fractional shares (cumulatively, the
"Merger Consideration"). See "The Merger - Conversion of Financial Common
Stock".

The outstanding shares of CFB Common Stock are, and the shares of CFB
Common Stock offered hereby will be, traded on the Nasdaq National Market
System. The last reported sale price of CFB Common Stock on the Nasdaq National
Market System on ______, 1996 was $_____ per share.

This Proxy Statement-Prospectus and form of proxy are first being mailed to
shareholders of Financial on or about ______, 1996.

THE CFB COMMON STOCK TO BE ISSUED PURSUANT TO THE MERGER AND RECEIVED BY
FINANCIAL SHAREHOLDERS INVOLVES CERTAIN RISKS. SEE "SPECIAL CONSIDERATIONS
REGARDING CFB."

THE SECURITIES TO BE ISSUED PURSUANT TO THE MERGER HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT-PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

_____________________

The date of this Proxy Statement-Prospectus is ______, 1996.

<PAGE>

AVAILABLE INFORMATION

CFB has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the offering of CFB
Common Stock to be issued in connection with the Merger, and this Proxy
Statement-Prospectus constitutes a prospectus of CFB filed as part of the
Registration Statement. This Proxy Statement-Prospectus does not contain all of
the information set forth in such Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.

CFB is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Commission. Reports,
proxy statements and other information filed by CFB can be inspected and copies
of such material can be obtained at prescribed rates from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Room 1024, Judiciary Plaza,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and New York Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048. CFB's Common Stock is quoted on the
Nasdaq National Market System, and such reports, proxy statements and other
information can also be inspected at the offices of Nasdaq Operations, 1735 K
Street, N.W., Washington, D.C. 20006.

No person is authorized to give any information or make any representation
not contained in this Proxy Statement-Prospectus and if given or made, such
information or representation should not be relied upon. This Proxy Statement-
Prospectus shall not constitute an offer to sell or a solicitation of an offer
to buy any securities in any jurisdiction in which it would be unlawful to make
such offer or solicitation. Neither the delivery of this Proxy Statement-
Prospectus at any time, nor any offer or solicitation made hereunder, shall
under any circumstances imply that the information set forth herein is correct
as of any time subsequent to its date.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by CFB with the Commission are incorporated
by reference in this Proxy Statement-Prospectus:

(i) CFB's Annual Report on Form 10-K for the year ended
December 31, 1995;
(ii) CFB's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(iii) CFB's Proxy Statement for the Annual Meeting of Shareholders to be
held May 14, 1996; and
(iv) The description of CFB's securities set forth in CFB's Form 8-A
Registration Statement filed with the Commission on April 7, 1994 and amended on
September 19, 1994 and in CFB's Form 8-A Registration Statement filed with the
Commission on January 9, 1995.

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

THIS PROXY STATEMENT-PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE
UPON REQUEST FROM MARK A. ANDERSON, SECRETARY, COMMUNITY FIRST BANKSHARES, INC.,
520 MAIN AVENUE, FARGO, NORTH DAKOTA 58124-0001; TELEPHONE (701) 298-5600. IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY
_______, 1996.

<PAGE>

TABLE OF CONTENTS
Page
----

Available Information. . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information by Reference. . . . . . . . . . . 2
Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Special Considerations Regarding CFB . . . . . . . . . . . . . . . . . 17
General Information
Purpose of the Special Meeting. . . . . . . . . . . . . . . . . . 20
Vote Required; Shares Entitled to Vote. . . . . . . . . . . . . . 20
Voting and Revocation of the Proxies. . . . . . . . . . . . . . . 20
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . 21
Market Prices and Dividend Policy. . . . . . . . . . . . . . . . . . . 21
The Merger
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Background of the Merger. . . . . . . . . . . . . . . . . . . . . 22
Reasons for the Merger. . . . . . . . . . . . . . . . . . . . . . 23
Effective Time of the Merger. . . . . . . . . . . . . . . . . . . 23
Consequences of the Merger. . . . . . . . . . . . . . . . . . . . 24
Conversion of Financial Common Stock. . . . . . . . . . . . . . . 24
Delivery of CFB Common Stock. . . . . . . . . . . . . . . . . . . 25
Certain Federal Income Tax Consequences . . . . . . . . . . . . . 26
Dissenters' Rights. . . . . . . . . . . . . . . . . . . . . . . . 27
Representations and Warranties. . . . . . . . . . . . . . . . . . 29
Covenants; Conduct of Financial's Business Pending the Merger . . 29
Regulatory Approvals; Conditions to the Merger. . . . . . . . . . 30
Amendment; Waiver; Termination. . . . . . . . . . . . . . . . . . 31
Effect on Financial Employee Benefit Plans. . . . . . . . . . . . 32
Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Accounting Treatment. . . . . . . . . . . . . . . . . . . . . . . 32
Interests of Certain Persons; Certain Transactions. . . . . . . . 33
Resale of CFB Common Stock. . . . . . . . . . . . . . . . . . . . 33
Business of Financial. . . . . . . . . . . . . . . . . . . . . . . . . 34
Management's Discussion and Analysis of Financial Operations . . . . . 38
Financial's Principal Shareholders and Security Ownership
of Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Material Differences in Rights of Financial Shareholders . . . . . . . 56
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Index to Financial Statements. . . . . . . . . . . . . . . . . . . . . F-1
Appendices:
Appendix A: Agreement and Plan of Merger dated as of March 8, 1996
between Financial, CFB and TAC. . . . . . . . . . . . . A-1
Appendix B: Statutory Rights of Dissenting Shareholders (Article 113
of the Colorado Business Corporation Act) . . . . . . . B-1
Appendix C: Examples of Calculations of the Exchange Rate . . . . . C-1

<PAGE>

SUMMARY

THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE
IN THIS PROXY STATEMENT-PROSPECTUS. REFERENCE IS MADE TO, AND THIS SUMMARY IS
QUALIFIED IN ITS ENTIRETY BY, THE MORE DETAILED INFORMATION AND FINANCIAL
STATEMENTS CONTAINED IN THIS PROXY STATEMENT-PROSPECTUS, THE APPENDICES HERETO
AND DOCUMENTS INCORPORATED BY REFERENCE HEREIN.

General. . . . . . . . . . CFB, Financial and TAC, a wholly-owned subsidiary
of CFB, have entered into the Merger Agreement
which provides that TAC will be merged with and
into Financial and each outstanding share of
Financial Common Stock, other than shares held by
shareholders who perfect statutory dissenters'
rights, will be converted at the time the Merger
becomes effective into shares of CFB Common Stock,
the number of which will be determined by a
formula set forth in the Merger Agreement and more
fully described below. See "The Merger -
Conversion of Financial Common Stock." Subject to
the terms and conditions of the Merger Agreement,
the Merger will become effective on the date a
certificate of merger is filed with the Secretary
of State of the State of Colorado. It is
presently contemplated that the Merger will become
effective as soon as practicable after shareholder
approval of the Merger. See "The Merger".

PARTIES TO THE MERGER:

Community First
Bankshares, Inc. . . . . . Community First Bankshares, Inc., a Delaware
corporation ("CFB"), is a multi-bank holding
company that as of December 31, 1995 operated
banks and bank branches (the "CFB Banks") in 63
communities in Colorado, Iowa, Minnesota,
Nebraska, North Dakota, South Dakota and Wisconsin
and which had total assets as of December 31, 1995
of $2.3 billion. CFB operates community banks
that provide a full range of commercial and
consumer banking services primarily to individuals
and businesses in small and medium-sized
communities and the surrounding market areas.
CFB's strategy is to operate and continue to
acquire banks with approximately $20 million to
$150 million in assets primarily in selected
communities with populations between 3,000 and
50,000 in its existing markets of Colorado, Iowa,
Minnesota, Nebraska, North Dakota, South Dakota
and Wisconsin, and in the additional states of
Kansas, Montana and Wyoming. These communities
are believed to provide CFB with a stable,
relatively low-cost deposit base.

CFB provides the CFB Banks with the advantages of
affiliation with a multi-bank holding company,
such as data processing services, credit policy
formulation and review, investment management and
specialized staff support, while granting
substantial autonomy to managers of the CFB Banks
with respect to day-to-day operations, customer
service decisions and marketing. The CFB Banks
are encouraged to participate in community
activities, support local charities and community
development, and otherwise serve their
communities. CFB provides the presidents of
individual CFB Banks and branches with a limited
opportunity to invest in the stock of their banks.

CFB's principal executive offices are located at
520 Main Avenue, Fargo, North Dakota 58124-0001
and its telephone number is (701) 298-5600.

<PAGE>

Financial
Bancorp, Inc.. . . . . . . Financial Bancorp, Inc. ("Financial") was
organized as a Colorado corporation in 1983. It
is registered as a bank holding company under the
Bank Holding Company Act of 1956 (the "BHCA").
Financial operates within the state of Colorado
and owns all of the outstanding capital stock of
Trinidad National Bank, Trinidad, Colorado (the
"Bank"). As of March 31, 1996, Financial had
consolidated total assets of $69.2 million and
total stockholders' equity of $9.2 million.

The Bank is a community bank that serves a wide
range of commercial, agricultural and consumer
borrowing needs within its market. The Bank is
primarily engaged in attracting deposits and
investing those funds in loans and investment
securities. The Bank extends various types of
loans, including short- and long-term residential,
agricultural and commercial real estate mortgage
loans to individuals, farmers, and businesses;
secured and unsecured commercial loans; indirect
installment loans; and second mortgages and home
equity lines. Commercial lending products include
lines and letters of credit, receivable and
inventory financing and equipment financing. The
Bank provides a full range of deposit products,
including checking, savings accounts, certificates
of deposit, and money market instruments. See
"Business of Financial."

Financial's main office is located at 125 N.
Commercial Street, Trinidad, Colorado 81082, and
its telephone number is (719) 846-4464.

Trinidad Acquisition
Corporation. . . . . . . . Trinidad Acquisition Corporation, a Colorado
corporation ("TAC"), is a corporation recently
organized by CFB for the sole purpose of effecting
the Merger. It has no material assets and has not
engaged in any activities except in connection
with the proposed Merger. Immediately upon
consummation of the Merger of TAC with and into
Financial, Financial will be merged with and into
CFB and CFB will continue as the surviving
corporation. Following such transactions,
Financial will represent 2.93% of the assets,
5.45% of the equity, 2.64% of the revenues, 3.61%
of the net income and 4.84% of the voting power of
CFB, using data as of March 31, 1996 and based
upon the assumptions set forth in "- Actual and
Pro Forma Per Share Data" and "Unaudited Pro Forma
Combined Financial Information" below.

SPECIAL MEETING OF FINANCIAL SHAREHOLDERS:

Time and Date. . . . . . . ____ _.m., local time, on _____________, 1996.

Place. . . . . . . . . . . 125 N Commercial Street, Trinidad, Colorado.

Purposes of Special
Meeting. . . . . . . . . . To consider and vote upon a proposal to approve
the Merger Agreement attached hereto as Appendix
A, which provides for the merger of TAC with and
into Financial. Other terms and provisions
related to the Merger are set forth in the Merger
Agreement and are summarized in this Proxy
Statement-Prospectus. See "The Merger."

<PAGE>

Required Vote For the
Proposals; Record Date . . Only holders of record of shares of Financial
Common Stock outstanding as of the close of
business on ______, 1996 (the "Record Date") are
entitled to notice of and to vote at the Financial
Special Meeting. Approval of the proposal will
require the affirmative vote of two-thirds of the
shares of Financial Common Stock outstanding as of
the close of business on the Record Date. See
"General Information -Vote Required; Shares
Entitled to Vote."

Interests of
Certain Persons;
Certain Transactions . . . As of the Record Date, the officers and directors
of Financial and their affiliates beneficially
owned 2,587 shares (or approximately 43.1%) of the
outstanding Financial Common Stock. Pursuant to
the Merger Agreement, the Board of Directors of
Financial has agreed to use its best efforts to
obtain the requisite shareholder approval of the
Merger. See "The Merger - Interests of Certain
Persons; Certain Transactions" and "Financial's
Principal Shareholders and Security Ownership of
Management."

Dissenters' Rights . . . . Each shareholder of Financial has the right to
dissent from the Merger and obtain payment of the
fair value of such shareholder's Financial Common
Stock in cash pursuant to Article 113 of the
Colorado Business Corporation Act (the "COBCA") in
lieu of receiving the Merger Consideration in the
Merger. Any Financial shareholder contemplating
exercising the right to demand such payment should
carefully review Article 113 of the COBCA, a copy
of which is attached hereto as Appendix B, and in
particular the required procedural steps. A
shareholder who fails to comply with these
procedural requirements may lose the right to
dissent and to obtain payment of the fair value of
such shareholder's Financial Common Stock. See
"The Merger - Dissenters' Rights."

Special Considerations
Regarding CFB. . . . . . . For information regarding various risks and other
considerations associated with CFB Common Stock,
see "Special Considerations Regarding CFB."

Board Recommendation . . . THE BOARD OF DIRECTORS OF FINANCIAL UNANIMOUSLY
RECOMMENDS APPROVAL OF THE MERGER.

<PAGE>

TERMS OF THE MERGER:

Conversion of Financial
Shares . . . . . . . . . . Upon consummation of the Merger, each outstanding
share of Financial Common Stock (other than shares
subject to dissenters' rights) will be converted
into shares of CFB Common Stock, the number of
which (the "Exchange Rate") will be determined by
a formula based upon the average of the per-share
closing price for the CFB Common Stock on the
Nasdaq Market System for the 20 trading days
ending at the end of the fourth day immediately
preceding the Closing Date (as defined below under
"- Effective Time of the Merger") (the "Trading
Value of CFB Common Stock") and the Net Worth (as
defined below under "The Merger - Conversion of
Financial Shares") of Financial as of the last day
of the month immediately preceding the Effective
Time of the Merger (as defined below under "-
Effective Time of the Merger"). The Exchange Rate
formula is more fully described under "The Merger-
Conversion of Financial Common Stock," and
examples of calculations of the Exchange Rate
(based on various assumptions) are attached hereto
as Appendix C.

The following table illustrates the hypothetical
Exchange Rate, based on various assumed levels of
the Trading Value of CFB Common Stock and other
assumptions set forth in Exhibit C. In each of
these examples, the Net Worth of Financial is
assumed to be equal to its Net Worth at March 31,
1996 (as adjusted pursuant to the Merger
Agreement, including adjustments, to exclude
unrealized gains and losses on available-for-sale
securities as defined by FASB Statement No. 115
and to increase Net Worth by the amount of certain
excess loan reserves (after tax effect, if any),
but not adjusted to reflect certain other factors
that will affect book value as described in "The
Merger - Conversion of Financial Common Stock" and
Appendix C).

Assumed
Trading Value
of CFB Common Hypothetical
Stock Exchange Rate
------------- -------------

$23.56 88.4177
$27.00 77.1526
$18.00 106.8267*

___________________

* If the Trading Value of CFB Common
Stock is below $19.50, either CFB
or Financial has the right to
terminate the Merger Agreement.

THE EXAMPLES IN APPENDIX C, SUMMARIZED IN THE
TABLE ABOVE, ARE FOR INFORMATIONAL PURPOSES ONLY,
AND SUCH INFORMATION IS NOT INTENDED AS AN
ESTIMATE OR PROJECTION OF ANY OF THE DATA THAT
WILL BE USED TO DETERMINE THE EXCHANGE RATE.
FURTHER, THE EXAMPLES ARE NOT INTENDED TO PROVIDE
A RANGE OF SUCH AMOUNTS; THE ACTUAL EXCHANGE RATE
MAY BE HIGHER THAN THE HIGHEST AMOUNT PRESENTED OR
LOWER THAN THE LOWEST AMOUNT PRESENTED.

<PAGE>

Background of Merger . . . Mainly due to the changing bank regulatory
environment which has occurred nationally due to
Congressional enactments resulting in increased
regulatory burden to the Bank, management of
Financial elected to pursue a sale of Financial to
maximize return to its shareholders. While
pursuing the sale of Financial, Colorado's branch
banking laws, which will likely result in
increased competition to the Bank, were changed
thereby solidifying the decision of management to
market Financial. The increasing age of
management of the Bank and shareholders of
Financial was a secondary reason in seeking a sale
of Financial.

The Board of Directors of Financial believes the
Merger with CFB is in the best interests of
Financial shareholders for, among other reasons,
the likelihood of increased competition as the
result of the rapidly changing environment in the
banking industry with regard to branch banking,
the present market price being paid for bank
stocks as a whole, and the liquidity of the CFB
common stock which is publicly traded in the
national over-the-counter market. See "The Merger
- Background of the Merger" and "- Reasons for the
Merger."

Conditions to the Merger;
Termination. . . . . . . . Consummation of the Merger is conditioned upon the
fulfillment of certain conditions set forth in the
Merger Agreement. In addition to the requirement
of regulatory approval, Financial shareholder
approval and certain other conditions, the
completion of the Merger is subject to the
continuing accuracy of the representations of the
parties made in the Merger Agreement, the
performance of the obligations of each party under
the Merger Agreement and the absence of threatened
or pending litigation challenging the Merger. In
addition, the Merger Agreement may be terminated
by the mutual consent of the Boards of Directors
of CFB and Financial; by Financial or CFB if any
requisite regulatory approval is denied or if any
governmental entity of competent jurisdiction
issues a final nonappealable order enjoining or
otherwise prohibiting the Merger; by either
Financial or CFB if the Merger is not effective by
September 30, 1996; by Financial or CFB if the
other party materially breaches any of the
covenants and agreements contained in the Merger
Agreement and such party does not cure such breach
within 20 business days after receipt of proper
notice of such breach; and by Financial or CFB if
the average closing price of the CFB Common Stock
for the 20 trading days ending four days prior to
the closing date of the Merger (the "Trading
Value") is less than $19.50. Subject to certain
limitations, CFB may also terminate the Merger
Agreement if CFB objects to any exceptions in the
title insurance commitments for all real property
owned by Financial and such exceptions are not
eliminated by Financial, or if CFB does not
approve the Phase I Hazardous Waste Assessment of
all real properties owned by Financial and
Financial does not correct or satisfy CFB's
objections to such Assessment. See "The Merger -
Regulatory Approvals; Conditions to the Merger"
and "- Amendment; Waiver; Termination."

Regulatory Approvals . . . The Merger is subject to prior approval by the
Federal Reserve Board and the Division of Banking
of the State of Colorado. CFB filed the required
application with the Federal Reserve Board on
April 11, 1996 and received approval on May 20,
1996. CFB filed the required application with the
Division of Banking on April 20, 1996 and received
approval on May 16, 1996. See "The Merger -
Regulatory Approvals; Conditions to the Merger."

Effective Time of
the Merger . . . . . . . . Subject to the terms and conditions of the Merger
Agreement, the Merger will be effective upon the
filing of a Certificate of Merger with the
Secretary of State of the State of Colorado (the
"Effective Time of the Merger"). Such filing
shall be made

<PAGE>

following the satisfaction or waiver of the
conditions set forth in the Merger Agreement or on
such other date upon which the parties may agree
(the "Closing Date"). The parties have agreed to
use their best efforts to cause the Merger to be
completed within thirty business days after the
satisfaction or waiver of the conditions set forth
in the Merger Agreement. The parties expect the
Merger to become effective as soon as practicable
following shareholder approval of the Merger. See
"The Merger - Effective Time of the Merger."

Certain Federal Income
Tax Consequences . . . . . The Merger is intended to qualify as a
reorganization within the meaning of Section
368(a)(1)(A) of the Internal Revenue Code of 1986,
as amended (the "Code"). If the Merger so
qualifies, (i) no gain or loss will be recognized
by the holders of Financial Common Stock upon
their receipt of CFB Common Stock in exchange for
their shares of Financial Common Stock, except
with respect to cash received in lieu of
fractional shares which will result in a taxable
gain or loss, (ii) the aggregate income tax basis
of the CFB Common Stock received generally will be
equal to the aggregate income tax basis of the
Financial Common Stock surrendered, and (iii) the
holding period of the CFB Common Stock received
generally will include the holding period of the
Financial Common Stock surrendered. Financial's
obligation to consummate the Merger is conditioned
upon its receipt of an opinion to the effect that
the Merger will qualify as a reorganization within
the meaning of Section 368(a)(1)(A) of the Code.
EACH HOLDER OF FINANCIAL COMMON STOCK IS URGED TO
CONSULT SUCH HOLDER'S OWN TAX AND FINANCIAL
ADVISORS CONCERNING THE FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER, AS WELL AS ANY
APPLICABLE STATE, LOCAL, FOREIGN OR OTHER TAX
CONSEQUENCES, BASED UPON SUCH HOLDER'S OWN
PARTICULAR FACTS AND CIRCUMSTANCES. See "The
Merger - Certain Federal Income Tax Consequences"
and "- Regulatory Approvals; Conditions to the
Merger."

Accounting Treatment . . . The Merger will be accounted for as a pooling of
interests for financial reporting purposes. CFB
and Financial shall have received letters, prior
to consummation, from Ernst & Young LLP and Van
Dorn and Bossi regarding those firms' concurrence
with CFB management's and Financial management's
conclusions, respectively, as to the
appropriateness of pooling of interests accounting
for the merger under Accounting Principles Board
Opinion No. 16 if closed and consummated in
accordance with the Merger Agreement. Among other
considerations, such letters will be subject to
the condition that less than 10% of the Merger
Consideration will consist of cash, including (i)
cash paid to holders of outstanding shares of
Financial Common Stock who dissent from the
proposed Merger and receive cash for their shares
of Common Stock, and (ii) cash paid in the Merger
in lieu of fractional shares of Financial Commmon
Stock. See "The Merger - Accounting Treatment."

Surrender of
Certificates . . . . . . . As soon as practicable after the Effective Time of
the Merger, a letter of transmittal with
instructions for submission of stock certificates
will be mailed to all Financial shareholders of
record as of the Closing Date (other than
Financial shareholders who have exercised and not
subsequently withdrawn or lost statutory
dissenters' rights). SHAREHOLDERS SHOULD NOT
SUBMIT THEIR FINANCIAL STOCK CERTIFICATES UNTIL
SUCH TRANSMITTAL LETTER AND INSTRUCTIONS ARE
RECEIVED. See "The Merger - Delivery of CFB
Common Stock."

Resale of CFB
Common Stock . . . . . . . The shares of CFB Common Stock issuable to
shareholders of Financial upon consummation of the
Merger will be registered under the Securities
Act. Such shares may be traded freely and without
restriction by those shareholders not deemed to be
"affiliates" of CFB or Financial as that term is
defined in the rules under the Securities Act.
CFB Common Stock received by those shareholders of
Financial who are deemed to be "affiliates" of
Financial may be resold without registration only
as provided for by Rule 145 under the Securities
Act, or as otherwise permitted under the
Securities Act, following the public release by
CFB of its financial results for a

<PAGE>

period that includes thirty days of combined
operations following the Merger. See "The Merger
- Resale of CFB Common Stock."

Certain Differences in
Rights of Shareholders . . Upon consummation of the Merger and the subsequent
merger of Financial with and into CFB, the
Financial shareholders will become CFB
stockholders. As a result, their rights as
shareholders, which are now governed by Colorado
state law and by the Articles of Incorporation and
the Bylaws of Financial, will be governed by
Delaware state law and the Certificate of
Incorporation and the Bylaws of CFB. See
"Comparison of Delaware and Colorado Corporate
Laws" for a summary of certain material
differences between the rights of holders of
Financial Common Stock and the rights of holders
of CFB Common Stock.

In addition, Delaware law substantially restricts
the ability of major shareholders to effect
business combinations with CFB in the absence of
prior approval by the Board of Directors.
Although this legislation should not interfere
with any merger or other business combination
approved by CFB's Board of Directors, certain
shareholders may consider such legislation to have
disadvantageous effects. Such provisions may
deter the accumulation of sizable equity interests
in CFB and may deprive shareholders of the
benefits of stock price increases typically
associated with hostile tender offers and other
contests for control. CFB also has adopted a
shareholder rights plan which could in certain
circumstances serve as a deterrent against a
change of control not approved by CFB's Board of
Directors. The existence of such provisions and
plan may, in turn, depress the market price of CFB
Common Stock. See "Comparison of Delaware and
Colorado Corporate Laws."

Market Prices. . . . . . . The CFB Common Stock is traded in the over-the-
counter market on the Nasdaq National Market
System under the symbol "CFBX", while the
Financial Common Stock is traded sporadically with
no established trading market. The first public
announcement of the proposed Merger was made
during the trading day on March 11, 1996. On that
date and on June 13, 1996, the closing sales price
of the CFB Common Stock was $21.25 and $23.81,
respectively. For further market data, see
"Market Prices and Dividend Policy."

Financial shareholders are advised to obtain
current market quotations for CFB Common Stock.
The market price for CFB Common Stock could
fluctuate between the date of this Proxy
Statement-Prospectus and the Effective Time of the
Merger, which may be a period of several weeks or
months. As a result, the market value of the CFB
Common Stock that Financial shareholders
ultimately receive in the Merger could be more or
less than its market value on the date of this
Proxy Statement-Prospectus or the date of the
Financial Special Meeting. See "The Merger -
Amendment; Waiver; Termination" for a discussion
of CFB's and Financial's right to terminate the
Merger Agreement if the Trading Value of the CFB
Common Stock is below $19.50. No assurance can be
given concerning the market price of CFB Common
Stock before or after the Effective Time of the
Merger.

<PAGE>

HISTORICAL AND PRO FORMA COMPARATIVE UNAUDITED PER SHARE DATA

The following tables present selected comparative unaudited per share data
for CFB on a pro forma combined basis, and for Financial on a historical and pro
forma equivalent basis, giving effect to the Merger using the pooling of
interests method of accounting. See "The Merger - Accounting Treatment." The
pro forma combined per share data is based on an Exchange Rate which would have
been used if the Determination Date and the Closing Date had both occurred on
March 31, 1996.

The per share data should be read in conjunction with the historical and
supplemental financial statements and unaudited pro forma condensed combined
financial information (including the related notes thereto) and the financial
data regarding CFB and Financial presented elsewhere herein or incorporated by
reference herein. The per share data is not necessarily indicative of the
results of operations or combined financial position that would have resulted
had the Merger been consummated prior to the periods indicated, nor is it
necessarily indicative of the results of operations of future periods or future
combined financial position.

BOOK VALUE PER COMMON SHARE: March 31, 1996 December 31, 1995
<S> <C> <C>
CFB - historical (A) . . . . . . . . . . . . . . . $ 11.98 $ 11.66
Financial - historical (B) . . . . . . . . . . . . 1,537.67 1,503.50
CFB and Financial pro forma (C). . . . . . . . . . 12.16 11.85
Financial pro forma equivalent (D) . . . . . . . . 1,180.92 1,150.81
</TABLE>

PRIMARY INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE PER COMMON AND
COMMON EQUIVALENT SHARE:

Three months Year Ended December 31,
Ended March 31, ----------------------------------
1996 1995 1994 1993
-------------- -------- -------- --------
<S> <C> <C> <C> <C>
CFB - historical (E) . . . . . . . . . . $ 0.55 $ 1.85 $ 1.39 $ 1.32
Financial - historical (F) . . . . . . . 42.33 200.67 142.33 133.17
CFB and Financial pro forma (G). . . . . 0.54 1.86 1.39 1.35
Financial pro forma equivalent (H) . . . 52.44 180.63 134.99 131.11
</TABLE>

FULLY DILUTED INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE PER COMMON
AND COMMON EQUIVALENT SHARE:

Three months Year Ended December 31,
Ended March 31, ----------------------------------
1996 1995 1994 1993
-------------- -------- -------- --------
<S> <C> <C> <C> <C>
CFB - historical (E) . . . . . . . . . . $ 0.52 $ 1.75 $ 1.37 $ 1.32
Financial - historical (I) . . . . . . . 42.33 200.67 142.33 133.17
CFB and Financial pro forma (G). . . . . 0.52 1.76 1.38 1.32
Financial pro forma equivalent (H) . . . 50.50 170.92 134.02 126.19
</TABLE>

<PAGE>

DIVIDENDS DECLARED PER COMMON AND
COMMON EQUIVALENT SHARE:

Three months Year Ended December 31,
Ended March 31, ----------------------------------
1996 1995 1994 1993
-------------- -------- -------- --------
<S> <C> <C> <C> <C>
CFB - historical . . . . . . . . . . . . $ 0.14 $ 0.48 $ 0.44 $ 0.40
Financial - historical . . . . . . . . . 0.00 25.00 34.00 20.00
CFB and Financial pro forma (J). . . . . 0.14 0.48 0.44 0.40
Financial pro forma equivalent (K) . . . 13.60 46.62 42.73 38.85
</TABLE>

____________________

(A) Based on 11,449,732 shares of CFB's Common Stock outstanding as of
March 31, 1996.
(B) Based on 6,000 shares of Financial's Common Stock outstanding as of
March 31, 1996.
(C) Represents the pro forma combined net book value of CFB and Financial,
divided by the sum of (i) the number of shares of CFB's Common Stock
outstanding as of March 31, 1996, plus (ii) the number of shares of CFB's
Common Stock issuable pursuant to the Merger at the assumed conversion
ratio of 97.1149:1.
(D) Represents the amount computed pursuant to Note "C" above, multiplied by
the assumed conversion ratio of 97.1149:1.
(E) Based on average shares of CFB's Common Stock and Common Stock equivalents
outstanding of 11,610,116 for the three months ended March 31, 1996 and for
the years ended December 31, 1995, 1994, and 1993 of 11,483,858, 11,393,996
and 11,831,408, respectively.
(F) Based on average shares of Financial's Common Stock outstanding of 6,000
for the three months ended March 31, 1996 and for the years ended
December 31, 1995, 1994, and 1993.
(G) Amount reflects net income per common share and common share equivalents on
a pro forma combined basis. Such amount is determined by dividing pro
forma combined net income by the weighted average number of shares of CFB's
Common Stock and common share equivalents outstanding during the applicable
period and the shares of CFB's Common Stock assumed to be issued pursuant
to the Merger.
(H) Represents the amount computed pursuant to Note "G" above, multiplied by
the assumed conversion ratio of 97.1149:1.
(I) Based on average shares of CFB's Common Stock and Common Stock equivalents
outstanding on a fully diluted basis of 13,069,899 for the three months
ended March 31, 1996 and for the years ended December 31, 1995, 1994 and
1993 of 13,029,614, 12,332,543 and 11,335,365, respectively.
(J) The pro forma combined dividends declared assume no changes in the
historical dividends declared per CFB common share.
(K) Represents the amount computed pursuant to Note "I" above, multiplied by
the assumed conversion ratio of 97.1149:1.

<PAGE>

CFB SELECTED FINANCIAL DATA

The following table sets forth certain consolidated financial data
concerning CFB. The selected financial data for the three years ended December
31, 1995 is derived from the audited consolidated financial statements of CFB,
including notes thereto, incorporated by reference herein. The financial data
as of March 31, 1996 and for the three months ended March 31, 1996 and 1995 have
been derived from the Company's unaudited financial statements. The unaudited
financial statements reflect, in the opinion of management, all adjustments of a
normal recurring nature necessary for a fair presentation of financial condition
and results of operations. The results for the three months ended March 31,
1996 are not necessarily indicative of the results to be expected for the entire
year. This information should be read in conjunction with the consolidated
financial statements of CFB, and the related notes thereto, incorporated by
reference herein.

<TABLE>
<CAPTION>
Three Months
Ended March 31, Year Ended December 31,
-------------------- --------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
-------- -------- -------- -------- -------- -------- --------
(Unaudited)
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Interest income. . . . . . . . . . . . . . . . $ 44,055 $ 34,078 $162,093 $123,075 $106,299 $101,831 $106,070
Interest expense . . . . . . . . . . . . . . . 19,746 15,113 73,945 49,297 44,084 47,025 58,821
-------- -------- -------- -------- -------- -------- --------
Net interest income. . . . . . . . . . . . . . 24,309 18,965 85,148 73,778 62,215 54,806 47,249
Provision for loan losses. . . . . . . . . . . 847 519 2,432 1,839 1,798 2,181 2,638
-------- -------- -------- -------- -------- -------- --------
Net interest income after provision for loan
losses. . . . . . . . . . . . . . . . . . . . 23,462 18,446 85,716 71,939 60,417 52,625 44,611
Noninterest income . . . . . . . . . . . . . . 4,503 3,752 17,791 15,528 14,405 11,424 9,050
Noninterest expense. . . . . . . . . . . . . . 17,676 14,600 67,980 59,542 51,085 43,228 37,103
-------- -------- -------- -------- -------- -------- --------
Income before income taxes, extraordinary item
and cumulative effect of accounting change. . 10,289 7,598 35,527 27,925 23,737 20,821 16,558
Provision for income taxes . . . . . . . . . . 3,503 2,799 12,708 10,985 8,809 7,621 5,628
-------- -------- -------- -------- -------- -------- --------
Income before extraordinary item and
cumulative effect of accounting change. . . . 6,786 4,799 22,819 16,940 14,928 13,200 10,930
Extraordinary item (1) . . . . . . . . . . . . 0 0 0 0 0 0 (653)
Cumulative effect of accounting change . . . . 0 0 0 0 359 0 0
-------- -------- -------- -------- -------- -------- --------
Net income . . . . . . . . . . . . . . . . . . 6,786 4,799 22,819 16,940 15,287 13,200 10,277
Dividends on preferred stock . . . . . . . . . 402 402 1,610 1,091 0 0 655
-------- -------- -------- -------- -------- -------- --------
Net income applicable to common equity . . . . $ 6,384 $ 4,397 $ 21,209 $ 15,849 $ 15,287 $ 13,200 $ 9,622
-------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- --------
Earnings per common and common equivalent
share:
Primary income before extraordinary item and
cumulative effect of accounting change. . . $0.55 $0.39 $1.85 $1.39 $1.32 $1.14 $1.02
Extraordinary item (1) . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00 0.00 (0.06)
Cumulative effect of accounting change . . . 0.00 0.00 0.00 0.00 0.03 0.00 0.00
Primary net income . . . . . . . . . . . . . $0.55 $0.39 $1.85 $1.39 $1.35 $1.14 $0.96
Fully diluted income before extraordinary item
and cumulative effect of accounting change. $0.52 $0.37 $1.75 $1.37 $1.32 $1.14 $1.08
Extraordinary item (1) . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00 0.00 (0.06)
Cumulative effect of accounting change . . . 0.00 0.00 0.00 0.00 0.03 0.00 0.00
Fully diluted net income . . . . . . . . . . $0.52 $0.37 $1.75 $1.37 $1.35 $1.14 $1.02

Average common and common equivalent
shares outstanding:
Primary. . . . . . . . . . . . . . . . . . . 11,610,116 11,408,685 11,483,858 11,393,996 11,331,408 11,530,526 10,071,595
Fully diluted. . . . . . . . . . . . . . . . 13,069,899 12,858,082 13,029,614 12,332,543 11,335,365 11,537,606 10,071,595
</TABLE>

<PAGE>

FINANCIAL CONDITION DATA:
Assets . . . . . . . . . . . . . . . . . . . . $2,293,703 $1,832,125 $2,326,787 $1,856,315 $1,672,571 $1,393,984 $1,244,808
Loans. . . . . . . . . . . . . . . . . . . . . 1,491,568 1,147,451 1,495,450 1,155,641 917,556 726,144 603,492
Investment securities (3). . . . . . . . . . . 625,465 536,793 626,544 549,122 594,149 531,654 502,468
Deposits . . . . . . . . . . . . . . . . . . . 1,956,201 1,558,668 1,989,941 1,565,346 1,444,252 1,211,015 1,085,396
Long-term debt . . . . . . . . . . . . . . . . 49,770 31,423 69,788 33,690 42,029 18,015 11,852
Preferred shareholders' equity . . . . . . . . 23,000 23,000 23,000 23,000 0 0 0
Common shareholders' equity. . . . . . . . . . 137,125 117,101 133,059 111,928 107,040 93,401 84,898
Book value per common share. . . . . . . . . . 11.98 10.30 11.66 9.87 9.54 8.45 7.80
Tangible book value per common share . . . . . 10.02 8.29 9.66 8.74 8.65 7.83 7.53

FINANCIAL CONDITION RATIOS:
Nonperforming assets to total loans
and OREO. . . . . . . . . . . . . . . . . . . 0.43% 0.37% 0.33% 0.35% 0.56% 0.72% 0.89%
Allowance for loan losses to total loans . . . 1.35% 1.37% 1.31% 1.34% 1.42% 1.43% 1.53%
Allowance for loan losses to
nonperforming loans . . . . . . . . . . . . . 430% 523% 607% 561% 337% 292% 231%
Regulatory capital ratios:
Tier 1 capital. . . . . . . . . . . . . . . . 8.25% 10.46% 7.93% 10.58% 10.01% 11.30% 12.33%
Total capital . . . . . . . . . . . . . . . . 10.55% 13.61% 10.20% 13.69% 13.59% 12.89% 14.11%
Leverage ratio. . . . . . . . . . . . . . . . 6.04% 7.02% 5.72% 7.06% 6.01% 6.60% 7.06%
</TABLE>
____________________________________

(1) Represents the after-tax effect of prepayment penalties and unamortized
debt issuance costs in connection with redemption of certain indebtedness.
(2) For purposes of computing the ratio of earnings to fixed charges, earnings
represent income before income taxes, extraordinary items and fixed
charges. Fixed charges represent interest expense, including the interest
component of rental expense, and preferred stock dividends. Fixed charges
attributable to the preferred stock dividends are assumed to equal the
amount of pre-tax income that would be necessary to pay such dividends.
(3) Includes available-for-sale securities and held-to-maturity securities.

<PAGE>

FINANCIAL SELECTED FINANCIAL DATA

The following table sets forth certain financial data concerning Financial.
The historical selected financial data for the three years ended December 31,
1995 is derived from the audited consolidated financial statements of Financial,
including notes thereto. This information should be read in conjunction with
the consolidated financial statements of Financial, and the related notes
thereto, appearing elsewhere in this Proxy Statement-Prospectus.

<TABLE>
<CAPTION>
Three Months
Ended March 31, Year Ended December 31,
------------------ -----------------------------
1996 1995 1995 1994 1993
(Unaudited)
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Interest income. . . . . . . . . . . . . . . . . . . . . . $ 1,237 $ 1,232 $ 4,847 $ 4,053 $ 3,937
Interest expense . . . . . . . . . . . . . . . . . . . . . 603 549 2,312 1,769 1,531
------- ------- ------- ------- -------
Net interest income. . . . . . . . . . . . . . . . . . . . 634 683 2,535 2,284 2,406
Provision for loan losses. . . . . . . . . . . . . . . . . 0 0 0 (45) 0
------- ------- ------- ------- -------
Net interest income after provision for loan losses. . . . 634 683 2,535 2,329 2,406
Noninterest income . . . . . . . . . . . . . . . . . . . . 79 63 379 306 370
Noninterest expense. . . . . . . . . . . . . . . . . . . . 323 354 1,473 1,447 1,561
------- ------- ------- ------- -------
Income before income taxes, extraordinary
item and cumulative effect of accounting change . . . . . 390 392 1,441 1,188 1,215
Provision for income taxes . . . . . . . . . . . . . . . . 136 140 237 334 416
------- ------- ------- ------- -------
Income before extraordinary item and cumulative
effect of accounting change . . . . . . . . . . . . . . . 254 252 1,204 854 799
Extraordinary item(1). . . . . . . . . . . . . . . . . . . 0 0 0 0 0
Cumulative effect of accounting change . . . . . . . . . . 0 0 0 0 0
------- ------- ------- ------- -------
Net income . . . . . . . . . . . . . . . . . . . . . . . . 254 252 1,204 854 799
Dividends on preferred stock . . . . . . . . . . . . . . . 0 0 0 0 0
------- ------- ------- ------- -------
Net income applicable to common equity . . . . . . . . . . $ 254 $ 252 $ 1,204 $ 854 $ 799
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Earnings per common and common equivalent share. . . . . .
Primary income before extraordinary item and
cumulative effect of accounting change. . . . . . . . . . $ 42.33 $ 42.00 $200.67 $142.33 $133.17
Extraordinary item (1) . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00
Cumulative effect of accounting change . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00
Primary net income . . . . . . . . . . . . . . . . . . . . $ 42.33 $ 42.00 $200.67 $142.33 $133.17
Fully diluted income before extraordinary item
and cumulative effect of accounting change. . . . . . . . $ 42.33 $ 42.00 $200.67 $142.33 $133.17
Extraordinary item (1) . . . . . . . . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00
Cumulative effect of accounting change . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00
Fully diluted net income. . . . . . . . . . . . . . . . . $ 42.33 $ 42.00 $200.67 $142.33 $133.17
Average common shares outstanding. . . . . . . . . . . . .
Primary. . . . . . . . . . . . . . . . . . . . . . . . . . 6,000 6,000 6,000 6,000 6,000
Fully diluted. . . . . . . . . . . . . . . . . . . . . . . 6,000 6,000 6,000 6,000 6,000

OPERATING RATIOS AND OTHER DATA:
Return on average assets . . . . . . . . . . . . . . . . . 1.48% 1.57% 1.78% 1.35% 1.39%
Return on average common shareholders' equity. . . . . . . 11.20% 13.08% 14.38% 11.34% 11.41%
Net interest margin. . . . . . . . . . . . . . . . . . . . 4.12% 4.70% 4.06% 3.91% 4.56%
Net charge-offs (recoveries) to average loans. . . . . . . 0.29% (0.08%) (0.12%) (0.25%) (0.08%)
Ratio of earnings to fixed charges(1)
Excluding interest on deposits . . . . . . . . . . . . . --- --- --- --- ---
Including interest on deposits . . . . . . . . . . . . . 1.65% 1.71% 1.62% 1.67% 1.79%

FINANCIAL CONDITION DATA:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . $69,183 $65,046 $69,145 $65,899 $60,884
Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . 25,528 21,938 24,947 21,144 16,704
Investment securities(3) . . . . . . . . . . . . . . . . . 36,706 39,458 36,063 38,984 39,412
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . 59,405 56,434 59,756 57,704 53,357
Long-term debt . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 0
Preferred shareholders' equity . . . . . . . . . . . . . . 0 0 0 0 0
Common shareholders' equity. . . . . . . . . . . . . . . . 9,226 7,909 9,021 7,719 7,341
Book value per common share. . . . . . . . . . . . . . . . 1,537.67 1,318.17 1,503.50 1,286.50 1,223.50
Tangible book value per common share . . . . . . . . . . . 1,537.67 1,318.17 1,503.50 1,286.50 1,223.50

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Three Months
Ended March 31, Year Ended December 31,
------------------ -----------------------------
1996 1995 1995 1994 1993
(Unaudited)
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
FINANCIAL CONDITION RATIOS:
Nonperforming assets to total loans and OREO . . . . . . . 0.81% 0.79% 1.32% 1.72% 3.70%
Allowance for loan losses to total loans . . . . . . . . . 1.99% 2.29% 2.10% 2.36% 2.96%
Allowance for loan losses to nonperforming loans . . . . . 262% 415% 166% 160% 98%
Regulatory capital ratios:
Tier 1 capital . . . . . . . . . . . . . . . . . . . . . 30.71% 30.97% 31.21% 20.11% 22.87%
Total capital. . . . . . . . . . . . . . . . . . . . . . 31.96% 32.22% 32.46% 21.36% 24.41%
Leverage ratio . . . . . . . . . . . . . . . . . . . . . 13.34% 12.28% 12.99% 11.99% 11.96%

</TABLE>

____________________________________

(1) For purposes of computing the ratio of earnings to fixed charges, earnings
represent income before income taxes, extraordinary items and fixed
charges. Fixed charges represent interest expense.
(2) Includes available-for-sale securities and held-to-maturity securities.

16
<PAGE>

SPECIAL CONSIDERATIONS REGARDING CFB

IN ADDITION TO THE OTHER INFORMATION IN THIS PROXY STATEMENT-PROSPECTUS,
FINANCIAL'S SHAREHOLDERS SHOULD CONSIDER THE FOLLOWING FACTORS REGARDING CFB.
THIS PROXY STATEMENT-PROSPECTUS, INCLUDING THE INFORMATION INCORPORATED BY
REFERENCE HEREIN, CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. ACTUAL RESULTS COULD DIFFER SIGNIFICANTLY FROM THOSE
PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT, IN PART, OF THE RISK
FACTORS SET FORTH BELOW. IN CONNECTION WITH THE FORWARD-LOOKING STATEMENTS
WHICH APPEAR IN THESE DISCLOSURES, PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY SHOULD CAREFULLY REVIEW THE FACTORS SET FORTH BELOW.

RISKS INVOLVED IN ACQUISITION STRATEGY

CFB has grown and intends to continue to grow primarily through
acquisitions of banks and other financial institutions. Such acquisitions
involve risks of adversely changing results of operations, unforeseen
liabilities or asset quality problems of the acquired entity and other
conditions not within the control of CFB such as adverse personnel relations,
loss of customers because of change of identity, deterioration in local economic
conditions and other risks affecting the acquired institution.

CFB's management believes future growth in the earnings of CFB will depend
in significant part on consummation of acquisitions. Acquisition candidates may
not be available, if at all, on terms favorable to CFB in the future. CFB must
compete with a variety of individuals and institutions, including major regional
bank holding companies, for suitable acquisition candidates. Such competition
could affect CFB's ability to make acquisitions, increase the price that CFB
pays for certain acquisitions and increase CFB's costs in analyzing possible
acquisitions.

LOANS AND INVESTMENTS

In allocating assets among locally generated loans, investment assets and
other earning assets, CFB attempts to maximize its return while managing risk at
an acceptable level. Although CFB has a diversified loan portfolio, the
economic health of CFB's primary trade area, and the ability of many of the CFB
Bank's borrowers to repay their loans (including real estate, commercial and
agricultural loans) is dependent to a large extent on the health of the
agricultural sector of the economy. CFB's asset allocation strategies include
an emphasis on quality local loan growth and the diversification and performance
of its earning asset portfolios. CFB has purchased loan assets, including
secured discounted lease payments and loan participations, to enhance the
performance of, and to diversify, its asset portfolios. Many of such loan
assets have been originated by regional banks in the Midwest and national
leasing and finance companies with whom CFB has ongoing business relationships.
Such assets are subject to CFB's standard credit guidelines and bear the credit
risks attendant to commercial and industrial loans. There is no assurance that
a sufficient volume of acceptable assets of this type will continue to be
available or that CFB may not experience relatively higher levels of credit risk
from assets of this type.

REGULATION

As a bank holding company, CFB is subject to extensive regulation by the
Federal Reserve Board. This regulation limits the manner in which CFB and the
CFB Banks conduct their businesses and obtain financing and is designed
primarily to protect depositors and not to benefit holders of securities of
financial institutions. In addition, the CFB Banks are subject to extensive
regulation by various federal and state regulatory authorities. The banking
industry is subject to changing laws and regulations. Legislation, such as the
Financial Institution, Reform, Recovery and Enforcement Act of 1989 ("FIRREA")
and the FDIC Improvement Act of 1991 ("FDICIA"), has resulted in numerous
changes in regulation, including significant changes in federal deposit
insurance premiums, increases in capital standards and increased supervision and
intervention by regulatory agencies. In September 1994, the Interstate Banking
and Branching Efficiency Act of 1994 ("IBBEA") was enacted. The IBBEA largely
eliminated restrictions on interstate banking and will permit interstate
branching beginning June 1, 1997, subject to certain options which states may
enact by law. The IBBEA may increase competition by both out-of-state and in-
state banking organizations or by other financial institutions. There can be no
assurance that implementation

<PAGE>

of and changes in laws and regulations affecting banking will not adversely
affect CFB. See Item 1 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, under the caption "Supervision and Regulation."

KEY PERSONNEL

Continued profitability of the CFB Banks and CFB are dependent on a limited
number of key persons, including Donald R. Mengedoth, the President and Chief
Executive Officer, Mark A. Anderson, the Executive Vice President and Chief
Financial Officer, and Ronald K. Strand, the Executive Vice President, Banking
Group, of CFB. There would likely be a difficult transition period in case the
services of either or both of these men or of Mr. Strand were lost to CFB
because of death or other reasons. Moreover, given the growth plans of CFB, it
will be necessary in the future for CFB to engage the services of additional
skilled key employees and officers to conduct credit evaluation of existing and
new loans, and possible acquisitions of earning assets and other financial
institutions. There is no assurance that CFB will be able to retain its current
key personnel or attract additional qualified key persons as needed.

ECONOMIC FACTORS

The success of CFB and the CFB Banks depends to a great extent upon the
general economic conditions in the communities they serve in Colorado, Iowa,
Minnesota, Nebraska, North Dakota, South Dakota and Wisconsin and in part on
national and regional economic conditions and on other factors beyond the
control of CFB. The predominant economic sector in the CFB Banks' market areas
is agriculture. Agriculture in these communities is affected by many factors
beyond the control of the CFB Banks, including weather, governmental policies,
fluctuating commodity prices, demand and production, and natural disasters.

COMPETITION WITHIN MARKETS; COMPETITION FOR ACQUISITIONS

Banking is a highly competitive industry. The CFB Banks compete directly
with other banks, savings and loan associations and lending and financial
institutions in their local communities. The CFB Banks also compete indirectly
with regional and national financial institutions. CFB believes that the CFB
Banks' market areas are small enough not to invite direct competition from large
banks in most cases, and that the relatively low operating costs of the CFB
Banks and their strong community relationships will allow them to compete
successfully against larger financial institutions. However, changes in
government regulation of banking, particularly recent legislation which will
remove restrictions on interstate banking and permit interstate branching, may
increase competition by out-of-state banking organizations or by other financial
institutions. Further, CFB must compete with a variety of institutions and
individuals for suitable acquisition candidates. Because of limited growth
opportunities in existing markets served by CFB, management believes future
growth in the business and earnings of CFB will depend largely on consummation
of acquisitions by CFB consistent with CFB's acquisition strategy. Although CFB
believes the money center banks and most major regional bank holding companies
have focused their attention away from CFB's targeted markets, certain regional
holding companies have focused on CFB's targeted markets, and there can be no
assurance that the acquisition strategies of CFB's competitors will not change.

STATUS OF CFB COMMON STOCK

The CFB Common Stock to be issued in exchange for Financial Common Stock is
junior to CFB's 7% Cumulative Convertible Preferred Stock and could become
junior to other series of preferred stock issued in the future. CFB's Board of
Directors is authorized, without shareholder approval, to issue debt instruments
or shares of classes or series of Preferred Stock with terms and conditions to
be determined by the Board of Directors, subject to certain limitations. CFB is
party to a shareholders' rights agreement which could in certain circumstances
serve as a deterrent against a possible change of control not approved by CFB's
Board of Directors. See "Material Differences in Rights of Financial
Shareholders -- Anti-Takeover Provisions."

INTEREST RATES

To a large extent a banking company's earnings depend on the relationship
between the cost of funds, primarily deposits, and the yield on earning assets.
This relationship, known as the interest rate spread, is subject to fluctuation
and

<PAGE>

is affected by regulatory, economic and competitive factors, which influence
interest rates, the volume and mix of interest earning assets and interest-
bearing liabilities, and the level of non-performing assets. CFB is subject to
interest rate risk to the degree that its interest bearing liabilities reprice
or mature more slowly, as is the case currently, or more rapidly or on a
different basis than their interest earning assets. Given CFB's current volume
and mix of interest bearing liabilities and interest earning assets, CFB's
interest rate spread could be expected to increase during times of rising
interest rates and, conversely, to decline during times of falling interest
rates. Declines in interest rates may have an adverse effect on CFB's earnings
in general.

GENERAL INFORMATION

This Proxy Statement-Prospectus is being furnished to the shareholders of
Financial in connection with the solicitation by the Board of Directors of
Financial of proxies to be voted at the Financial Special Meeting of
Shareholders to be held on __________, 1996 at _____ _.m., local time, and at
any and all adjournments thereof. This Proxy Statement-Prospectus and the
enclosed form of proxy are first being sent to shareholders of Financial on or
about ______, 1996.

PURPOSE OF THE SPECIAL MEETING

At the Special Meeting, shareholders of Financial will be asked to consider
and vote upon the Merger Agreement providing for the Merger. A copy of the
Merger Agreement is attached hereto as Appendix A. If any other matters are
properly presented at the Special Meeting for consideration, including, among
other things, consideration of a motion to adjourn the Special Meeting to
another time or place, the persons named in the enclosed form of proxy and
acting thereunder will have discretion to vote on such matters in accordance
with their best judgment.

Pursuant to the Merger Agreement, each shareholder of Financial will be
entitled to receive, for each share of Financial Common Stock held at the
Effective Time of the Merger (other than shares held by dissenting
shareholders), a certain number of shares of CFB Common Stock, the number of
such shares to be determined pursuant to a formula described more fully below.
Cash will be paid in lieu of fractional shares. See "The Merger - Conversion of
Financial Common Stock," "- Dissenters' Rights" and Article 113 of the COBCA
attached hereto as Appendix B.

VOTE REQUIRED; SHARES ENTITLED TO VOTE

The presence in person or by proxy of the holders of a majority of the
outstanding shares of Financial Common Stock will constitute a quorum for the
transaction of business at the Financial Special Meeting. APPROVAL OF THE
MERGER WILL REQUIRE THE AFFIRMATIVE VOTE OF TWO-THIRDS OF THE OUTSTANDING SHARES
OF FINANCIAL COMMON STOCK. Holders of record of Financial Common Stock at the
close of business on _________, 1996 are entitled to receive notice of, and to
vote at, the Financial Special Meeting. At the close of business on _________,
1996, there were 6,000 shares of Financial Common Stock outstanding. Each share
of Financial Common Stock will be entitled to one vote.

As of the Record Date, directors and officers of Financial and their
affiliates owned beneficially an aggregate of 2,587 shares (or approximately
43.1%) of the outstanding Financial Common Stock.

VOTING AND REVOCATION OF THE PROXIES

The Board of Directors of Financial has unanimously approved the Merger and
the Financial shareholders are solicited on behalf of the Board of Directors of
Financial to SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING
ENVELOPE. No postage is required if mailed within the United States. Shares
represented by proxies properly signed, dated and returned will be voted at the
applicable Special Meeting in accordance with the instructions set forth
therein. If a proxy is properly signed but contains no such instructions, the
shares represented thereby will be voted FOR the Merger and at the discretion of
the proxyholders as to any other matters which may properly come before the
Special Meeting. If an executed proxy card is returned by a broker holding
shares of Financial Common Stock in street name which indicates that the broker
does not have discretionary authority as to certain shares to vote on any
matter, or if a Financial shareholder abstains from voting on any proposal, the
shares represented by such proxy will be considered present at the Special
Meeting for purposes of determining a quorum and for purposes of calculating the
vote, but will not be voted with respect to such matter. Because the Merger
requires the affirmative vote of two-thirds of the total number of outstanding
shares of Financial Common Stock entitled to vote at the Special Meeting,
abstentions and "broker non-votes" will have the same effect as votes against
the proposal.

<PAGE>

Each proxy may be revoked at any time before it is voted by executing and
returning a proxy bearing a later date, by giving written notice of revocation
to the Secretary of the Special Meeting or by attending the Special Meeting and
voting in person.

FINANCIAL SHAREHOLDERS SHOULD NOT SEND THEIR STOCK CERTIFICATES WITH THEIR
PROXY CARDS. See "The Merger - Delivery of CFB Common Stock."

SOLICITATION OF PROXIES

Following the mailing of proxy soliciting materials, directors, officers
and employees of Financial (who will not be specifically compensated for such
services) may solicit proxies by mail, telephone, telegraph and personal
interviews. Financial will bear the expenses of proxy solicitation, including
reimbursement of reasonable out-of-pocket expenses incurred by brokerage houses
and other custodians, nominees and fiduciaries in forwarding proxy soliciting
material to the beneficial owners of stock held of record by such persons.

MARKET PRICES AND DIVIDEND POLICY

MARKET FOR CFB COMMON STOCK

CFB Common Stock has been traded in the Nasdaq National Market System under
the symbol CFBX since the initial public offering on August 13, 1991. The first
public announcement of the proposed Merger was made during the trading day on
March 11, 1996. On that date and on June 13, 1996, the closing sales price per
share of CFB Common Stock as quoted on the Nasdaq National Market System was
$21.25 and $23.81, respectively.

MARKET FOR FINANCIAL COMMON STOCK

Financial Common Stock is not traded on any established public trading
market or in the over-the-counter market. Financial is aware of only limited
transactions involving the sale of Financial Common Stock. The prices for
Financial Common Stock in such transactions are not considered indicative of
prices that could be obtained in an active market involving a substantial number
of shares.

SHAREHOLDER DATA

As of March 8, 1996, there were 861 owners of record of CFB Common Stock
and an estimated 4,200 additional beneficial shareholders whose stock was held
in street name by brokerage houses.

At March 31, 1996, there were 20 owners of record of Financial Common
Stock. See "Financial's Principal Shareholders and Security Ownership of
Management."

CFB COMMON STOCK DIVIDEND PAYMENT HISTORY AND RESTRICTIONS

Since its initial public offering in August, 1991, CFB has paid quarterly
cash dividends on the CFB Common Stock. The final determination of the timing,
amount and payment of dividends on the CFB Common Stock is at the discretion of
the CFB Board of Directors and will depend on conditions then existing,
including CFB's profitability, financial condition, capital requirements and
other relevant factors, including the restrictions described below. The
principal source of CFB's income (including the funds needed to pay dividends on
the CFB Common Stock) is dividends from the CFB Banks. The payment of dividends
by the CFB Banks is subject to certain restrictions imposed by federal and state
banking laws and regulations.

CFB's ability to pay cash dividends on the CFB Common Stock is also subject
to statutory restrictions and restrictions arising under the terms of its
outstanding securities. Under applicable law, cash dividends may be paid only
from surplus, or, if there is no surplus, from net profits earned in the current
and/or preceding fiscal year. Applicable federal regulation of bank holding
companies may also impose restrictions on the ability of a bank holding company
to pay dividends. CFB does not believe that Delaware corporate law, applicable
banking law, or the terms of its securities will materially inhibit its plans to
pay cash dividends on the CFB Common Stock for the foreseeable future.

<PAGE>

FINANCIAL DIVIDEND POLICY AND PAYMENT HISTORY

The Merger Agreement prohibits Financial from declaring and paying
dividends (i) after the Determination Date (as defined below under "The Merger -
Conversion of Financial Common Stock"), or (ii) which are not consistent with
the prior payment history of Financial. Financial declared a $25 per share
dividend in January 1995. Financial does not intend to pay a dividend during
the term of the Merger Agreement.

THE MERGER

THE FOLLOWING DESCRIPTION CONTAINS, AMONG OTHER INFORMATION, SUMMARIES OF
CERTAIN PROVISIONS OF THE MERGER AGREEMENT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FULL TEXT THEREOF, A COPY OF WHICH IS REPRODUCED AS APPENDIX A
TO THIS PROXY STATEMENT-PROSPECTUS AND INCORPORATED HEREIN BY REFERENCE.

GENERAL

CFB, TAC and Financial have entered into the Merger Agreement, which
provides that TAC will be merged with and into Financial, and each outstanding
share of Financial Common Stock, other than shares held by shareholders who
perfect statutory dissenters' rights, will be converted at the Effective Time of
the Merger into shares of CFB Common Stock, the number of which will be
determined by a formula set forth in the Merger Agreement and more fully
described below. See "The Merger - Conversion of Financial Common Stock."
Subject to the terms and conditions of the Merger Agreement, the Effective Time
of the Merger will be on the date a Certificate of Merger is filed with the
Secretary of State of the State of Colorado. It is presently contemplated that
the Effective Time of the Merger will be as soon as practicable after
shareholder approval of the Merger.

BACKGROUND OF THE MERGER

Mainly due to the changing bank regulatory environment which has occurred
nationally due to Congressional enactments resulting in increased regulatory
burden to the Bank, management of Financial elected to pursue a sale of
Financial to maximize return to its shareholders. While management was pursuing
the sale of Financial, Colorado's branch banking laws were changed, which will
likely result in increased competition to the Bank. This reinforced the
decision of management to offer Financial for sale. The increasing age of
management of the Bank and shareholders of Financial was a secondary reason in
seeking a sale of Financial.

In June 1995, the Board of Financial engaged Peregrine Financial Group to
solicit offers from banking institutions to purchase Financial. Based on these
contacts, Financial signed a letter of intent with another institution in August
1995 calling for an acquisition of Financial for cash consideration. These
parties then attempted to negotiate a definitive acquisition agreement, but were
unable to agree on a price and other terms. These negotiations were terminated
in September 1995. Peregrine proceeded to initiate discussions with CFB and
received an expression of interest from CFB to negotiate an acquisition using
either cash or CFB common stock as consideration. With the assistance of David
L. Wright, a principal of Peregrine, management of Financial and of CFB
negotiated the basic terms of the Merger. The Board of Financial met on
September 19, 1995 to consider the terms of the Merger compared to those
that Mr. Wright reported might be available from other institutions. The Board
of Financial determined that the CFB offer would produce the maximum benefit to
the Company's shareholders based primarily upon its being a stock offer in which
income taxes could be deferred, its being the highest value in nominal terms,
the good prospects for long-term growth in CFB's stock, and CFB's history of
completing acquisitions. Further, the Board felt that the proposed transaction
with CFB offered a greater likelihood of stability in the operations of the
subsidiary banks, thereby benefiting employees, customers and the community.
After completing its analysis, the Board elected to move forward with
negotiations with CFB and entered into a letter of intent on September 8, 1995.
In return for its services to Financial, Peregrine will receive a cash fee from
Financial equal to 1 1/2% of the value of the consideration to be received by
the shareholders of Financial upon consummation of the Merger.

The drafting of a definitive merger agreement, together with detailed due
diligence, then ensued. On January 25, 1996, the Board of Financial approved
the basic terms of the Merger and authorized the signing of the Merger
Agreement. Following further due diligence, management continued to negotiate
the Merger Agreement with management of CFB, and

<PAGE>

the parties signed the Merger Agreement on March 8, 1996. On April 25, 1996,
the Board of Financial ratified and approved the final form of the Merger
Agreement.

REASONS FOR THE MERGER

The Financial Board of Directors believes the Merger with CFB is in the
best interests of the Financial shareholders. After careful consideration and
review, the Financial Board reached its decision based on an analysis of the
following critical factors:

- With the rapidly changing environment in the banking industry, Financial
would benefit from an association with a larger banking organization and
its resources.

- A business combination with a larger bank holding company would likely be
the most advantageous method for maximizing shareholder value.

- CFB's offer provides greater economic value to Financial shareholders
than Financial would likely be able to generate in the foreseeable future
by remaining independent, which value the Financial Board deemed greater
than the other offers received by Financial.

- The Financial Board analyzed the possible impact of the pending changes
in the Colorado branch banking operation laws and the likelihood of an
impact of increased competition from lower cost, non-capitalized branches
operating in the markets of the Bank.

- The Financial Board analyzed the present market and price being paid for
bank stocks as a whole.

- The Financial Board analyzed the business, financial condition, results
of operations and prospects of Financial on a stand-alone basis and a pro-
forma basis, assuming a combination of Financial with CFB. The combined
basis appeared to the Financial Board to be favorable to the Financial
shareholders.

- CFB's offer involved a merger on a tax-free basis, giving Financial
shareholders the option of either continuing to participate as a
shareholder in a larger, more geographically diverse regional banking
organization or liquidating their investment by selling their shares of CFB
Common Stock, which is publicly traded in the national over-the-counter
market, unlike Financial Common Stock, for which there is no trading
market.

- The Financial Board analyzed the combined strengths of Financial and CFB
in servicing the needs of the communities in Financial's markets, CFB's
management ability, and the compatibility of Financial's and CFB's
operating philosophies.

- Financial's Board also considered the current market price of CFB Common
Stock, CFB's dividend payment history, book value and recent earnings, the
terms of the Merger Agreement and other factors.

Based on all of these factors, and without attributing relative weights to
any of the foregoing, the Financial Board unanimously recommends that the
shareholders of Financial vote for approval of the Merger.

EFFECTIVE TIME OF THE MERGER

Subject to the terms and conditions of the Merger Agreement, the Effective
Time of the Merger will be on the date a Certificate of Merger is filed with the
Secretary of State of the State of Colorado. Such filing shall be made
following the satisfaction or waiver of certain conditions set forth in the
Merger Agreement or on such other date upon which the parties may agree. The
parties have agreed to use their best efforts to cause the Merger to be
completed within thirty business days after the satisfaction or waiver of the
conditions set forth in the Merger Agreement. The parties expect the Merger to
become effective as soon as practicable following approval of the Merger by the
shareholders of Financial and CFB.

<PAGE>

CONSEQUENCES OF THE MERGER

At the Effective Time of the Merger, TAC will merge with and into
Financial. The surviving corporation will be Financial and the separate
existence of TAC shall cease. It is anticipated that Financial will thereupon
be merged with and into CFB pursuant to an Agreement and Plan of Merger and
Reorganization. Following such subsequent merger, all properties and assets of
every kind held by Financial at the Effective Time of the Merger will become
properties and assets of CFB and CFB will become liable for all of the debts,
liabilities and other obligations of Financial. CFB will conduct its business
under its existing Certificate of Incorporation and Bylaws. The Board of
Directors of CFB will consist of the existing directors of CFB. The officers of
CFB will be designated by its Board. Initially such officers will consist of
the current officers of CFB. At the Effective Time of the Merger, the holders
of certificates representing shares of Financial Common Stock will cease to have
any rights as shareholders of Financial except such rights, if any, as they may
have as a dissenter from the Merger and their sole rights shall be their right
to receive (i) the number of whole shares of CFB Common Stock into which their
shares of Financial Common Stock have been converted in the Merger (as discussed
below), and (ii) the cash value of any fraction of a share of CFB Common Stock
into which their shares of Financial Common Stock have been converted.

CONVERSION OF FINANCIAL COMMON STOCK

At the Effective Time of the Merger, each share of Financial Common Stock
which is not owned by a shareholder exercising dissenter's rights will be
converted at the Exchange Rate into a certain number of shares of CFB Common
Stock, calculated as described in this section by a formula based upon the
trading value of CFB Common Stock and the book value and earnings of Financial
for the dates and periods described below.

The Exchange Rate shall be determined as follows:

First, the Trading Value of CFB Common Stock is determined. The "Trading
Value" of the CFB Common Stock shall be the average of the per-share closing
price for the CFB Common Stock as reported by the Nasdaq National Market System
for the 20 trading days ending at the end of the fourth trading day immediately
preceding the Closing Date. Calculations will be rounded to three decimal
places.

Second, the Financial Share Value is calculated by using financial
statements prepared by Financial that will be dated as of the last day of the
month immediately preceding the Effective Time of the Merger (the
"Determination Date"), which financial statements will be provided to CFB and
its auditor, and which financial statements shall include a consolidated
balance sheet of Financial (the "Determination Date Balance Sheet"). The
"Financial Share Value" shall be the sum of (i) the Net Worth (as defined
below) of Financial, as reflected on the Determination Date Balance Sheet,
plus (ii) $3,009,474, divided by (iii) the number of shares of Financial
Common Stock outstanding. "Net Worth" shall be equal to the total
consolidated assets of Financial minus the sum of the total consolidated
liabilities of Financial, by the following adjustments to the Determination
Date Balance Sheet: (A) excluding unrealized gains and losses on
available-for-sale securities as defined by FASB 115; (B) the elimination of
any loss on the sale of securities permitted by Section 4.3(f) of the Merger
Agreement; and (C) the amount of the Bank's loan loss reserve which exceeds
the required level as provided in Section 4.1(k)(xxiv) of the Merger
Agreement shall increase Net Worth (after tax effect, if any). Total
consolidated liabilities of Financial shall include, without limitation,
provisions for taxes and the expenses of the preparation of the final tax
return for Financial. Certain non-recurring expenses of Financial to
consummate the Merger, currently estimated to be between $200,000 and
$220,000, will be the responsibility of Financial and will have the effect of
reducing the Net Worth.

Third, the following calculation is performed:

(i) if the Trading Value of the CFB Common Stock is less than $19.50, the
Exchange Rate shall be the Financial Share Value divided by $19.50,
subject to CFB's and Financial's rights to terminate the Merger
Agreement if the Trading Value is less than $19.50; and

(ii) if the Trading Value of the CFB Common Stock is greater than $19.50,
the Exchange Rate shall be the Financial Share Value divided by the
Trading Value.

<PAGE>

CFB and Financial agreed upon this formula in order to ensure that the
shares of Financial Common Stock are valued fairly to both Financial
shareholders and to CFB, which requires that the determination of the Financial
Share Value occur immediately prior to the Closing Date. If the Trading Value
of the CFB Common Stock is $19.50 or greater, then under the formula described
above, the market value of the CFB Common Stock received by Financial
shareholders for each share of Financial Common Stock will be equal to the
Financial Share Value. If the Trading Value of the CFB Common Stock is less
than $19.50, then the market value of the CFB Common Stock received will be less
than the Financial Share Value, subject to the right of the Financial Board of
Directors to terminate the Merger Agreement. The Financial Board of Directors
may elect to proceed with the Merger even if the Trading Value is less than
$19.50 per share.

No fractional shares of CFB Common Stock will be issued in connection with
the Merger, but in lieu thereof each holder of shares of Financial Common Stock
otherwise entitled to a fraction of a share of CFB Common Stock will be paid in
cash. The amount paid for a fractional share shall be an amount equal to such
fraction multiplied by the Trading Value of the CFB Common Stock. No
shareholder will be entitled to voting or other rights in respect of any
fractional share.

DELIVERY OF CFB COMMON STOCK

Within five business days after the Closing Date, letters of transmittal
will be mailed to each holder of Financial Common Stock. Each such holder will
be requested to complete the letter of transmittal and return such letter,
together with the stock certificates representing all of the shares of Financial
Common Stock previously owned by such holder, to the exchange agent designated
in the letter of transmittal (the "Exchange Agent"). The letter of transmittal
will specify that delivery shall be effective and risk of loss and title to
Financial Common Stock certificates shall pass only upon delivery of the
certificates to the Exchange Agent and shall include instructions for effecting
the surrender of the Financial Common Stock certificates in exchange for a
certificate representing shares of CFB Common Stock and the cash to be paid in
lieu of any fractional share. Certificates for CFB Common Stock will be
delivered to or for the account of a holder of Financial Common Stock only after
the Merger is consummated and the holder has surrendered to the Exchange Agent
the old certificates for such holder's Financial Common Stock, accompanied by a
duly executed letter of transmittal in proper form.

At the Closing, CFB shall deposit with the Exchange Agent, for the benefit
of the holders of shares of Financial Common Stock, certificates dated the
Closing Date representing the shares of CFB Common Stock and the cash to be paid
in lieu of fractional shares to be issued and paid in exchange for the
outstanding shares of Financial Common Stock.

If CFB declares a dividend or makes any other distribution declared or made
with respect to shares of CFB Common Stock to be issued or transferred to
holders of Financial Common Stock, no such dividend or distribution will be paid
or made to persons otherwise entitled to receive them until the certificates for
their Financial Common Stock have been surrendered following the Closing Date.
The Exchange Agent shall receive and hold such distributions in its name as
agent. No interest will be paid on the cash in lieu of fractional shares and
unpaid dividends and distributions, if any, payable to Financial shareholders.
Holders of unsurrendered Financial Common Stock certificates shall not be
entitled to vote after the Closing Date at any meeting of CFB shareholders until
they have exchanged their Financial Common Stock certificates.

No transfer taxes will be payable by Financial's shareholders in connection
with the exchange of old certificates representing Financial Common Stock for
new certificates representing CFB Common Stock except that if any new
certificate is to be issued in a name other than that in which the Financial
certificate surrendered in exchange therefor is registered, it will be a
condition of such exchange that the person requesting such exchange pay to the
Exchange Agent any transfer or other taxes required in connection therewith or
satisfy the Exchange Agent that such tax has been paid or is not applicable. At
the Effective Time of the Merger, the stock transfer books of Financial will be
closed and no transfer of Financial Common Stock will thereafter be made on such
books.

<PAGE>

FINANCIAL SHAREHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES UNTIL THEY
RECEIVE THE LETTER OF TRANSMITTAL FORM AND INSTRUCTIONS.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

CFB and Financial expect that the Merger will be treated as a tax-free
reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of
the Code and that for federal income tax purposes, no gain or loss will be
recognized by any shareholder of Financial upon receipt of CFB Common Stock
pursuant to the Merger, except upon receipt of cash in lieu of any fractional
share interests of CFB Common Stock or the exercise of dissenters' rights. The
Internal Revenue Service (the "Service") has not been and will not be asked to
rule upon the tax consequences of the Merger. However, it is a condition to the
consummation of the Merger that Financial receive the opinion of tax counsel
that the Merger will qualify as a tax-free reorganization. The opinion is being
supplied by Lindquist & Vennum P.L.L.P., counsel to CFB, and will be addressed
to Financial and CFB. The following summary of the material United States
federal income tax consequences of the Merger is set forth in reliance upon that
opinion. The conclusions discussed herein are based, in part, upon certain
representations made by Financial and CFB. These conclusions also are based
upon the Code, regulations now in effect thereunder, current administrative
rulings practiced, and judicial authority, all of which are subject to change.
An opinion of counsel is not binding upon the Service, and there can be no
assurance, and none is hereby given, that the Service will not take a position
contrary to one or more of the positions reflected herein or that the opinion
will be upheld by the courts if challenged by the Service. EACH HOLDER OF
FINANCIAL COMMON STOCK IS URGED TO CONSULT HIS OR HER OWN TAX AND FINANCIAL
ADVISORS AS TO THE EFFECT OF SUCH FEDERAL INCOME TAX CONSEQUENCES ON HIS OR HER
OWN PARTICULAR FACTS OR CIRCUMSTANCES AND ALSO AS TO ANY STATE, LOCAL, FOREIGN
OR OTHER FEDERAL TAX CONSEQUENCES ARISING OUT OF THE MERGER.

Based upon the facts and representations provided to it, and subject to
various assumptions and qualifications, Lindquist & Vennum, P.L.L.P. will opine
substantially to the effect that, with regard to the shareholders of Financial,
the following federal income tax consequences will result from the Merger:

(a) The Merger will qualify as a reorganization within the meaning of
Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code;

(b) No gain or loss will be recognized by shareholders of Financial upon
the exchange of their Financial Common Stock solely for CFB Common Stock
(but see clause (e) below for the tax consequences of payments in lieu of
fractional share interests);

(c) The aggregate income tax basis of CFB Common Stock received by each
shareholder of Financial will be equal to the aggregate income tax basis of
the Financial Common Stock surrendered in exchange therefor, less any
amount of the basis allocable to any fractional share interest for which
cash is received, as described in (e), below;

(d) The holding period of CFB Common Stock received by each shareholder of
Financial (including any fractional share interest) will include the period
during which the Financial Common Stock surrendered therefor was held,
provided that such Financial Common Stock was held as a capital asset at
the Effective Time of the Merger; and

(e) Each shareholder of Financial receiving cash in lieu of any fractional
share interest of CFB Common Stock will be treated as having received the
fractional share interest in the Merger and then having received the cash
payment as a distribution in full payment in exchange for the fractional
share interest as provided in Section 302(a) of the Code, resulting in a
taxable gain or loss equal to the amount of the cash received less the tax
basis allocated to the fractional share interest.

The foregoing is only a general description of certain federal income tax
consequences of the Merger and does not discuss all the tax considerations that
may be relevant to particular Financial shareholders in light of their personal
investment circumstances, or to certain types of shareholders that may be
entitled to special treatment under the Code (such as insurance companies,
dealers in securities, exempt organizations or foreign holders) or to
shareholders of Financial who acquired their Financial Common Stock pursuant to
the exercise of employee stock options or otherwise as compensation. The
summary set forth above does not purport to be a complete analysis of all
potential tax facts of the transactions

<PAGE>

contemplated by the Merger Agreement or the Merger itself. No information is
provided herein with respect to the tax consequences, if any, of the Merger
under state, local, foreign or other tax laws.

DISSENTERS' RIGHTS

Any shareholder of Financial may, as an alternative to receiving the
consideration specified in the Merger Agreement, dissent from the Merger and
obtain of the fair value of such shareholder's Financial Common Stock pursuant
to Article 113 of the COBCA. "Fair Value" with respect to a dissenter's shares
means the value of the shares immediately before the Effective Time of the
Merger, excluding any appreciation or depreciation in anticipation of the
corporate action unless exclusion would be inequitable. Any Financial
shareholder contemplating exercising the right to demand such payment should
carefully review Article 113 of the COBCA, a copy of which is included as
Appendix B to this Proxy Statement-Prospectus, and in particular the required
procedural steps. A SHAREHOLDER WHO FAILS TO COMPLY WITH THESE PROCEDURAL
REQUIREMENTS MAY LOSE THE RIGHT TO DISSENT.

Set forth below, to be read in conjunction with the full text of Article
113 of the COBCA, is a summary of the procedures relating to the exercise of
dissenter's rights. The following summary does not purport to be complete and
is qualified in its entirety by reference to Appendix B. As used in the
following discussion, "Financial" means Financial before the Effective Time of
the Merger and "CFB" as Financial's successor after the Effective Time of the
Merger.

A record shareholder may assert dissenter's rights as to fewer than all of
the shares registered in his name only if such shareholder dissents with respect
to all shares beneficially owned by any one person and notifies the corporation
in writing of the name and address of each person on whose behalf such
shareholder asserts dissenter's rights. In that event, such shareholder's
rights shall be determined as if the shares as to which such shareholder
dissents and such shareholder's other shares were registered in the name of
different shareholders. A beneficial shareholder may assert dissenter's rights
as to shares held on such shareholder's behalf only if such shareholder submits
to the corporation a written consent by the record holder to the dissent not
later than the time the beneficial shareholder asserts dissenter's rights and
such shareholder does so with respect to all shares of which the shareholder is
the beneficial owner or over which such shareholder has power to direct the
vote.

Any Financial shareholder who wishes to dissent must deliver to Financial,
prior to the vote on the Merger Agreement, a written notice of intent to demand
payment for such shareholder's shares if the Merger is effected. In addition,
the shareholder must refrain from voting in favor of the Merger Agreement. A
shareholder who fails to deliver the notice on time or who votes in favor of the
Merger Agreement will not have any dissenter's rights. If a shareholder returns
a signed proxy but does not specify a vote against approval of the Merger
Agreement or a direction to abstain, the proxy will be voted for approval of the
Merger Agreement, which will have the effect of waiving that shareholder's
dissenter's rights. If the Merger Agreement is approved by the required vote,
Financial is required to deliver written dissenter's notice to all shareholders
who timely gave notice of intent to demand payment and who did not vote in favor
of the Merger Agreement. The notice must be sent no later than ten (10) days
after the Merger Agreement is approved and must (i) state where the payment
demand must be sent and where and when certificates for certificated shares must
be deposited, (ii) inform shareholders of uncertificated shares to what extent
transfer of the shares will be restricted after payment is received, (iii)
supply a form for demanding payment that includes the date of the first
announcement to news media or to shareholders of the terms of the proposed
corporate action and that requires the person asserting dissenter's rights to
certify whether or not such shareholder acquired beneficial ownership of the
shares before that date, (iv) set a date by which Financial must receive the
payment demand and certificates for certificated shares, which date shall not be
less than 30 days after the date the required dissenter's notice is given, (v)
may require that, when a record shareholder dissents with respect to the shares
held by any one or more beneficial shareholder, each such beneficial shareholder
must certify to Financial that the beneficial shareholder and the record
shareholder or record shareholders of all of the shares owned beneficially by
the beneficial shareholder have asserted, or will timely assert, dissenter's
rights as to all such shares as to which there is no limitation on the ability
to exercise dissenter's rights, and (vi) be accompanied by a copy of Article 113
of the COBCA.

A shareholder who is sent the dissenter's notice described above must
demand payment, certify whether the shareholder acquired beneficial ownership of
the shares before the date required to be set forth in the dissenter's notice,
and deposit such shareholder certificates in accordance with the terms of the
notice. A shareholder who does not demand payment or deposit certificates where
and when required is not entitled to payment for such shareholder's shares. A

<PAGE>

shareholder who demands payment and deposits his certificates as requested by
the dissenter's notice retains all rights of a shareholder until such shares are
canceled or modified by the consummation of the Merger. Financial may restrict
the transfer of uncertificated shares from the date of demand for payment until
the Merger is consummated; however, the holder of uncertificated shares retains
all other rights of a shareholder until those rights are cancelled or modified
by the consummation of the Merger. Except as provided in the following
paragraph, as soon as the Merger is effected or upon receipt of the payment
demand, Financial must pay each shareholder who has complied with the foregoing
requirements the amount Financial estimates to be the Fair Value of the
dissenter's shares, plus accrued interest. The payment must be accompanied by
certain financial information concerning Financial, a statement of Financial's
estimate of the Fair Value of the shares, an explanation of how the interest was
calculated, a statement of the dissenter's rights to demand payment if the
dissenter is dissatisfied with the payment or offer (as further described in the
next paragraph), and a copy of Article 113 of the COBCA. If the Merger does not
occur within 60 days after the date set in the dissenter's notice for demanding
payment and depositing certificates, Financial must return the deposited
certificates and release the transfer restrictions imposed on uncertificated
shares. Notwithstanding the foregoing, Financial may elect to withhold payment
from any dissenter with respect to shares which the dissenter or the person on
whose behalf the dissenter acts was not the beneficial owner before March 11,
1996 the date of the first announcement to news media of the terms of the
Merger. If Financial elects to withhold such payments, after the consummation
of the Merger, Financial must estimate the Fair Value of the shares, plus
accrued interest, and pay this amount to each dissenter who agrees to accept it
in full satisfaction of his demand. Financial must send with its offer a
statement of its estimate of Fair Value of the shares, an explanation of how the
interest was calculated, a statement of the dissenter's right to demand payment
if the dissenter is dissatisfied with the offer.

A dissenter may notify Financial in writing of the dissenter's own estimate
of the Fair Value of the dissenter's shares and the amount of interest with
respect thereto and may demand payment of the dissenter's estimate, less any
previous payments or reject Financial's offer and demand payment of the Fair
Value of the dissenter's shares and the interest due if (i) the dissenter
believes the amount paid or offered is less than the Fair Value of the
dissenter's shares or that the interest due is incorrectly calculated, (ii)
Financial fails to make payment within 60 days after the date set for demanding
payment, or (iii) Financial having failed to effect the Merger does not return
the deposited certificates or release the transfer restrictions on
uncertificated shares within 60 days after the date set for demanding payment.
A dissenter waives the right to demand payment unless the dissenter notifies the
corporation of his demand in writing within 30 days after Financial made or
offered payment for the dissenter's shares.

Within 60 days after such subsequent demand is submitted by a shareholder,
if such demand remains unsettled, Financial is required to file in an
appropriate court in Colorado a petition to determine the Fair Value of the
shares and accrued interest. If Financial does not commence the proceeding
within the 60-day period, it is to pay each dissenter whose demand remains
unsettled the amount demanded. Each dissenter made a party to the proceeding is
entitled to judgment for the amount, if any, by which the court finds the Fair
Value of the dissenter's shares, plus interest, exceeds the amount paid by
Financial or for the Fair Value, plus accrued interest, of the dissenter's
after-acquired shares for which Financial elected to withhold payment. The
costs and expenses of any such court proceedings will be assessed against
Financial, except that the court may access any part of those costs as an
expense against all or some of the dissenters who are party to the proceeding
and whose action in demanding payment in addition to that offered by Financial,
the court finds to be arbitrary vexatious or not in good faith. The court may
also assess the fees and expenses of counsel and experts for the respective
parties, in amounts the court finds equitable, against Financial and in favor of
any or all of the dissenters if the court finds that Financial failed to comply
substantially with the statutory requirements or against either Financial or a
dissenter, in favor of any other party, if the court finds that the party
against whom the fees and expenses are assessed acted arbitrarily, vexatiously,
or not in good faith. If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters similarly situated and
should not be assessed against Financial, it may award to the counsel reasonable
fees to be paid out of the amount awarded to the dissenters who are benefitted.

Financial shareholders considering exercising dissenter's rights should
bear in mind that the Fair Value of their Financial Common Stock determined
under Article 113 of the COBCA could be more than, the same as, or less than the
value of consideration they will receive pursuant to the Merger Agreement if
they do not exercise their dissenter's rights.

<PAGE>

REPRESENTATIONS AND WARRANTIES

Financial and CFB have made customary warranties and representations to
each other regarding, among other things, their businesses, assets, liabilities,
financial condition and results of operations. Generally, warranties,
representations and covenants will have no continuing legal effect after the
Merger is consummated, except for certain provisions, such as (i) CFB's
representation that, with certain exceptions, it has no plan or intention to
dispose of any assets of Financial will survive the Merger, and (ii) CFB's
obligation to file certain reports with the Commission to permit affiliates of
Financial to rely on certain exemptions in selling CFB Common Stock.

COVENANTS; CONDUCT OF FINANCIAL'S BUSINESS PENDING THE MERGER

Financial has agreed, among other things, that prior to the Effective Time
of the Merger, Financial and the Bank will carry on their respective businesses
in the usual and ordinary course. Financial has further agreed that neither it
nor any of the Bank will, among other things, (i) enter into any new material
line of business, (ii) increase or decrease the current number of the directors
of Financial and each of the Bank, (iii) change its or the Bank' lending,
investment, liability management or other material banking policies in any
respect that is material to such party; or (iv) incur or commit to any capital
expenditures (or any obligations of liabilities in connection therewith) other
than capital expenditures (and obligations or liabilities in connection
therewith) incurred or committed to in the ordinary course of business
consistent with past practices and certain specified items.

In addition, Financial has also agreed to refrain from taking certain
actions, except with the prior written consent of CFB, including the following:
(i) selling any shares of its capital stock; (ii) redeeming any shares of its
capital stock; (iii) certain reclassifications of its capital stock;
(iv) borrowing for a material amount, except in the ordinary course of business;
(v) discharging any lien or encumbrance on the Financial Bank properties other
than in the ordinary course of business; (vi) amending its or the Bank's
articles of association or bylaws; or (vii) declaring or paying any dividends
(a) after the Determination Date or (b) which are not consistent with the prior
payment history of the Bank or Financial.

Financial has also agreed with CFB that it will: (i) hold a special
shareholder meeting to approve the Merger Agreement not later than forty-five
(45) days following the effective date of the Registration Statement; (ii)
recommend by the affirmative vote of a majority of the Financial Board a vote in
favor of approval of the Merger Agreement and use its best efforts to solicit
proxies from its shareholders in favor of the Merger Agreement; (iii) provide
relevant information for, and cooperate in the preparation of, the Registration
Statement; (iv) hold in confidence all information concerning CFB furnished to
Financial; (v) take certain action with respect to its employee benefit plans
and employee compensation; (vi) with certain exceptions, not acquire a
substantial equity interest or a substantial portion of the assets of another
entity; (vii) maintain its current insurance coverage through the Effective
Date; (viii) not take any action which would disqualify the merger as a pooling
of interests for accounting purposes; (ix) prepare and submit certain financial
statements to CFB; and (x) not solicit any inquiries or proposals from any
person or entity for the merger, consolidation or acquisition of all or
substantially all the assets of, or a substantial equity interest in, Financial,
or participate in any discussions or negotiations, or provide third parties with
any nonpublic information, relating to any such inquiry or proposal. Financial
is required to notify CFB promptly upon receiving any such oral or written
offer, giving all relevant details of such offer. Financial has received no
such oral or written offer as of the date hereof.

Financial and CFB have also agreed that between the date of the Merger
Agreement and the Effective Time of the Merger, with certain exceptions, (i)
neither party will amend its Certificate or Articles of Incorporation or Bylaws;
(ii) neither party shall take any action that is intended to result in any of
the representations or warranties in the Merger Agreement to be untrue or that
would adversely affect the ability of the parties to obtain the requisite
regulatory approvals; (iii) Financial will have delivered to CFB within 90 days
of the Merger Agreement, title insurance commitments for all Financial property
located in the State of Colorado. CFB and Financial have agreed to cooperate
with each other in obtaining the requisite regulatory approvals and generally to
afford to each other access to their books and records during each parties'
normal business hours. In addition, Financial and CFB must use their reasonable
best efforts to cause each director, executive officer or other person who may
be deemed an "affiliate" (for purposes of Rule 145 under the Securities Act) of
Financial or CFB to deliver to the other party at least 32 days prior to the
Closing Date, a written agreement providing that the affiliate will not engage
in certain transactions with respect to Financial Common Stock or CFB Common
Stock held by the affiliate.

<PAGE>

REGULATORY APPROVALS; CONDITIONS TO THE MERGER

The Merger must be approved by applicable federal and state banking
regulators and by the affirmative vote of a majority of the outstanding shares
of Financial and CFB Common Stock. CFB submitted its application for approval
of the Merger to the Federal Reserve Board, the applicable federal regulator, on
April 11, 1996 and received approval on May 20, 1996. CFB filed its application
with the Division of Banking of the State of Colorado on April 20, 1996 and
received approval on May 16, 1996. The approvals of these agencies reflect only
the regulators' view that the transaction does not contravene the competitive
standards of the law and is consistent with regulatory concerns relating to bank
management and to the safety and soundness of the subject banking organizations
and banks. Such approvals are not to be interpreted as an opinion by such
regulators that the Merger is favorable to the shareholders of CFB or Financial
from a financial point of view or that the regulators have considered the
adequacy of the Exchange Rate. Such regulatory approvals in no way constitute
an endorsement or recommendation of the Merger by such regulators.

CFB and Financial's obligations to consummate the Merger are further
subject to various other conditions set forth in the Merger Agreement,
including, but not limited to: (i) the shares of CFB Common Stock issuable to
the Financial shareholders pursuant to the Merger shall have been approved for
listing on the Nasdaq National Market System; (ii) all consents, orders or
approvals of, or declarations or filings with, and all expirations of waiting
periods imposed by, any governmental entity (collectively, the "Consents") which
are prescribed by law as necessary for the consummation of the Merger and the
other transactions contemplated pursuant to the Merger Agreement (other than
immaterial Consents) shall have been filed, occurred or been obtained; (iii) the
Registration Statement of which this Proxy Statement-Prospectus is a part shall
have become effective under the Securities Act, and no stop order suspending the
effectiveness of such Registration Statement shall have been issued and no
proceedings for that purpose shall have been initiated or threatened by the
Commission; (iv) no order, injunction or decree issued by any court or agency of
competent jurisdiction or other legal restraint or prohibition (an "Injunction")
preventing the consummation of the Merger or any of the transactions
contemplated pursuant to the Merger Agreement shall be in effect, nor shall any
proceeding by any governmental entity seeking any such Injunction be pending,
and no statute, rule, regulation, order, injunction or decree shall have been
enacted, entered, or enforced by any governmental entity which prohibits,
restricts or makes illegal consummation of the Merger; (v) there shall not be
any action taken, or any statute, rule, regulation or order enacted, entered,
enforced or deemed applicable to the Merger or any of the transactions
contemplated pursuant to the Merger Agreement, by any federal or state
governmental entity which, in connection with the grant of a permit, consent or
authorization by a governmental entity necessary to consummate the Merger (a
"Requisite Regulatory Approval"), imposes any condition or restriction upon CFB,
Financial, or any of their subsidiaries which would so materially adversely
impact the economic or business benefits of the transaction contemplated by the
Merger Agreement as to render inadvisable, in the reasonable business judgment
of the Board of Directors of either CFB or Financial, the consummation of the
Merger.

The obligation of CFB to consummate the Merger is also subject to certain
additional conditions set forth in the Merger Agreement, including but not
limited to: (i) the continued accuracy of the representations and warranties of
Financial set forth in the Merger Agreement; (ii) the performance by Financial
in all material respects of its obligations required to be performed under the
Merger Agreement; (iii) the Net Worth of Financial as of the Determination Date
shall not be less than $7,990,526; and (iv) CFB shall have received letters from
both Ernst & Young LLP and Van Dorn and Bossi expressing an opinion that the
Merger shall qualify as a "pooling of interests" in accordance with generally
accepted accounting principles (see "Accounting Treatment" below).

The obligation of Financial to consummate the Merger is also subject to
certain additional conditions set forth in the Merger Agreement, including but
not limited to: (i) the continued accuracy of the representations and
warranties of CFB set forth in the Merger Agreement; (ii) the performance by CFB
in all material respects of its obligations to be performed pursuant to the
Merger Agreement; (iii) CFB shall have obtained the consent or approval of each
person whose consent or approval shall be required in connection with the
transactions contemplated thereby under any loan or credit agreement, note,
mortgage, indenture, lease, license or other agreement or instrument to which
CFB or any of its subsidiaries is a party or is otherwise bound, except those
for which failure to obtain such consents and approvals would not, in the
reasonable opinion of Financial, individually or in the aggregate, have a
material adverse effect on CFB or upon the consummation of the transactions
contemplated pursuant to the Merger Agreement; (iv) Financial shall have
received the opinion of tax counsel to the effect that the Merger will be
treated for Federal income tax purposes as a reorganization within the meaning
of Section 368(a) of the Code, and that CFB and Financial will each be a party
to that reorganization within the meaning of Section

<PAGE>

368(b) of the Code and that shareholders of Financial who exchange their shares
of the Financial Common Stock for shares of CFB Common Stock will not recognize
a gain or loss, for purposes of federal income tax, except to the extent of the
cash received in lieu of fractional shares; (v) Financial shall have received an
opinion of CFB's legal counsel, Lindquist & Vennum P.L.L.P., confirming the due
incorporation and good standing of CFB and TAC and authority to consummate the
transaction and that, when issued, the shares will be legally issued, fully paid
and non-assessable; and (vi) Financial shall have received the opinion of its
financial advisor dated as of the date of the mailing of this Proxy Statement-
Prospectus confirming the fairness of the Merger, from a financial point of
view, to the Financial shareholders.

AMENDMENT; WAIVER; TERMINATION

The Merger Agreement may be amended by written instrument in such manner as
may be agreed upon by the parties, whether before or after approval of the
Merger by the shareholders of Financial, and any provision of the Merger
Agreement may be waived by the party entitled to the benefit thereof; provided,
however, that after the Special Meeting, no amendment may be made which by law
requires further approval of Financial or CFB's shareholders. Notice of any
material amendment or modification will be sent to Financial and CFB's
shareholders.

The Merger Agreement may be terminated and the Merger abandoned at any time
prior to the Effective Time of the Merger, notwithstanding approval of
Financial's shareholders, only in the following circumstances: (i) the mutual
consent of the Board of Directors of CFB and Financial; (ii) by either party if
(a) any Requisite Regulatory Approval shall have been denied or (b) any
governmental entity of competent jurisdiction shall have issued a final
nonappealable order enjoining or otherwise prohibiting the Merger; (iii) by
either party if the Effective Time of the Merger has not occurred by September
30, 1996, unless such failure of consummation is due to the failure of the party
seeking termination to perform or observe in all material respects the covenants
and agreements to be performed or observed by it under the Merger Agreement;
(iv) by either party if the other party shall have materially breached any of
the covenants and agreements contained in the Merger Agreement and such party
does not cure such breach before the earliest of the Closing Date or within
twenty (20) business days following receipt by the breaching party of written
notice of such breach from the other party; (v) by CFB or Financial if the
Trading Value of the CFB Common Stock shall be less than $19.50; or (vi) by CFB
in the event (a) CFB objects to certain exceptions in the attorney's title
opinion or title insurance commitments delivered to CFB by Financial for all
real property owned by Financial or any Financial Bank and such objected to
exceptions are not eliminated or satisfied to the reasonable satisfaction of CFB
or (b) CFB does not approve the Phase I Hazardous Waste Assessment of all real
property owned by Financial and the Bank and Financial does not correct or
satisfy CFB's objections to the Assessment. Upon termination, the Merger
Agreement shall become null and void and, with certain exceptions, shall have no
effect, provided that no party will be relieved from liabilities arising out of
a willful breach of the Merger Agreement.

Financial may elect not to terminate the Merger Agreement even if the
Trading Value of CFB's Common Stock falls below $19.50 per share. In this
event, the market value of the CFB Common Stock received by Financial's
shareholders for each share of Financial Common Stock would be less than the
Financial Share Value, as described under "Conversion of Financial Common Stock"
above. In determining whether to elect to terminate the Merger Agreement in
these circumstances, the Financial Board of Directors will take into account,
consistent with its fiduciary duties, all relevant facts and circumstances
existing at the time, including, without limitation, whether CFB is prepared to
increase the per share merger consideration, the market for bank stocks in
general, the relative value of CFB's Common Stock in the market, and the advice
of its financial advisors and legal counsel. By approving the Merger Agreement,
the Financial shareholders would be permitting the Financial Board of Directors
to determine, in the exercise of its fiduciary duties, to proceed with the
Merger even though the Trading Value of CFB's Common Stock was below $19.50 per
share.

EFFECT ON FINANCIAL EMPLOYEE BENEFIT PLANS

Each person who is an employee of any of the Banks as of the Effective Time
of the Merger ("Bank Employees") shall be participants in the employee welfare
plans, and shall be eligible for participation in the pension plans of CFB, as
in effect from time to time, subject to any eligibility requirements (with full
credit for years of past service to any of the Bank, or to any predecessor-in-
interest of any of the Bank to the extent such service is presently given credit
under the current benefit plans of the Bank, for the purpose of satisfying any
eligibility and vesting periods) applicable to such plans (but not subject to
any pre-existing condition exclusions) and shall enter each welfare plan
immediately after the Effective Time of the Merger and shall enter each pension
plan not later than the first day of the calendar quarter which begins at least
32 days after the Effective Time. For the purpose of determining each Bank
Employee's benefit for the year in which the Merger

<PAGE>

occurs under the CFB vacation program, vacation taken by a Bank Employee in the
year in which the Merger occurs will be deducted from the total CFB benefit.
Each Bank Employee shall be eligible for participation, as a new employee, in
the CFB Pension Plan under the terms thereof.

EXPENSES

CFB and Financial will pay their own expenses in connection with the Merger
and the transactions contemplated thereby, including professional fees.
Financial has agreed to accrue on the Determination Date Balance Sheet all of
the unpaid expenses relating to the Merger, including the cost of the
preparation of the final tax return.

ACCOUNTING TREATMENT

It is intended that the Merger will be accounted for using the pooling
of interests method of accounting. CFB and Financial shall have received
letters, prior to consummation, from Ernst & Young LLP and Van Dorn and Bossi
regarding those firms' concurrence with CFB management's and Financial
management's conclusions, respectively, as to the appropriateness of pooling
of interests accounting for the merger under Accounting Principles Board
Opinion No. 16 if closed and consummated in accordance with the Merger
Agreement. Among other considerations, such letters will be subject to the
condition that less than 10% of the Merger Consideration will consist of cash,
includiang (i) cash paid to holders of outstanding shares of Financial Common
Stock who dissent from the proposed Merger and receive cash for their shares
of Common Stock, and (ii) cash paid in the Merger in lieu of fractional
shares of Financial Commmon Stock. In order to satisfy certain conditions
precedent for the qualification of the Merger as a pooling of interests for
accounting purposes, the affiliates of Financial will enter into agreements
with CFB providing that each such person will not sell or otherwise reduce
his or her risk relative to any shares of the CFB Common Stock received
pursuant to the Merger until financial results covering at least 30 days of
post-Merger combined operations are published or until such later time as
such person is notified by CFB so as to ensure that the Merger qualifies as a
pooling of interests for accounting purposes. Pursuant to the Merger
Agreement, Financial has agreed that neither it nor the Bank shall take any
action, with certain exceptions, which would disqualify the Merger as a
pooling of interests for accounting purposes.

Under pooling of interests accounting, as of the Effective Time of the
Merger, the assets and liabilities of Financial will be added to those of CFB
at their recorded book values and the shareholders' equity account of
Financial will be included on CFB's consolidated balance sheet. The Merger
will have an immaterial impact on the consolidated financial statements of
CFB. Accordingly, retained earnings will be restated as of January 1, 1996.
Results of operations for preceding periods will not be restated.

The unaudited pro forma combined financial data contained in this Proxy
Statement-Prospectus has been prepared using the pooling of interests accounting
method to account for the Merger. See "Summary - Historical and Pro Forma
Comparative Unaudited Per Share Data," "Summary - Unaudited Pro Forma Combined
Selected Financial Information" and "Unaudited Pro Forma Combined Financial
Information."

INTERESTS OF CERTAIN PERSONS; CERTAIN TRANSACTIONS

The Board of Directors of Financial is aware of the agreements and
interests of certain persons in the Merger described below and considered them,
among other matters, in recommending approval of the Merger and the transactions
contemplated thereby.

As of March 31, 1996, the officers and directors of Financial beneficially
owned 2,587 shares (or approximately 43.1%) of Financial Common Stock. Pursuant
to the Merger Agreement, the Board of Directors of Financial has agreed to use
its best efforts to obtain the requisite shareholder approval. See "Principal
Shareholders and Security Ownership of Management."

From and after the Effective Time of the Merger, CFB has agreed to
indemnify the directors and officers of Financial and the Bank (the "Indemnified
Parties") for all actions they take in the performance of their duties as
required by the Merger Agreement to the same extent that CFB indemnifies its
officers and directors for all actions they take in the performance of their
duties as required by the Merger Agreement. This indemnification obligation
covers claims made at or after the Effective Time of the Merger for actions
taken prior to the Effective Time of the Merger.

Eugene Aiello, a director and the Chairman of Financial, has agreed to
enter into a non-competition agreement with CFB, providing three years annual
compensation of $50,000 in exchange for his agreement to (i) refrain from
ownership in excess of 5% or management of a banking business within 25 miles of
the current main office of the Bank, and (ii) refrain

<PAGE>

from soliciting any customer of the Bank to direct or recommend the doing of
business with any other bank or financial institution.

RESALE OF CFB COMMON STOCK

The shares of CFB Common Stock issuable to shareholders of Financial upon
consummation of the Merger have been registered under the Securities Act of
1933, as amended (the "Securities Act"). Such shares may be traded without
restriction on transferability by those shareholders not deemed to be
"affiliates" of Financial or CFB as that term is defined in the rules under the
Securities Act. "Affiliates" are generally defined as persons who control, are
controlled by or are under common control with Financial or CFB at the time of
the determination. Accordingly, "affiliates" generally will include directors
and executive officers of Financial. CFB Common Stock received by those
shareholders of Financial who are deemed to be "affiliates" of Financial or CFB
may be resold without registration as provided for by Rules 144 and 145, or as
otherwise permitted under the Securities Act; provided, that no such resale will
be permitted until the public release by CFB of its financial results for a
period that includes thirty days of combined operations following the Merger.
Assuming CFB continues to be subject to, and complies with, the Exchange Act
reporting requirements, Rule 145(d) allows limited resales by such affiliates
without registration if the holder: (i) has held the shares of CFB Common Stock
for two years and is not an affiliate of CFB at the time of sale; or (ii) has
held the shares of CFB Common Stock for three years and has not been an
affiliate of CFB for at least three months; or (iii) sells the shares in a Rule
144 brokers' transaction in the manner and subject to the quantity limitations
of such rule. In the Merger Agreement, CFB has agreed to file all reports and
data with the Commission necessary to permit the affiliates of Financial to sell
the CFB Common Stock received by them in the Merger pursuant to Rules 144 and
145 under the Securities Act. This Proxy Statement-Prospectus does not cover
any resales of CFB Common Stock received by affiliates of Financial, their
family members or related interests. CFB Common Stock is traded in the Nasdaq
National Market System under the symbol "CFBX." EACH SHAREHOLDER WHO MAY BE
DEEMED TO BE AN AFFILIATE IS URGED TO CONSULT INDEPENDENT COUNSEL CONCERNING
APPLICABLE RESTRICTIONS ON RESALE.

<PAGE>

BUSINESS OF FINANCIAL

GENERAL

Financial is a one-bank holding company that owns all of the outstanding
capital stock of the Bank. Financial was organized as a Colorado corporation in
1983 and received approval from the Federal Reserve Board in 1983 to become a
bank holding company under the provisions of the Bank Holding Company Act of
1956, as amended. At March 31, 1996, Financial had consolidated total assets of
$69,183,000, and total shareholders' equity of $9,226,000.

Financial derives substantially all of its revenues from cash dividends
paid to it by the Bank. Dividend payments by the Bank are determined on an
individual basis considering the Bank's earnings, deposit growth, expenses and
capital requirements.

Financial operates no significant independent business other than its
banking business conducted by the Bank.

TRINIDAD NATIONAL BANK

The Trinidad National Bank (the "Bank"), with $68,886,000 in total assets
at March 31, 1996 was chartered in 1886 and is the second oldest bank in Las
Animas County, Colorado. Trinidad is a community of approximately 10,000 and is
predominantly an agricultural area. The primary agricultural products produced
on area farms and ranches are cattle and hay. Trinidad is the largest city in
Las Animas County, Colorado.

Because of this market, the Bank is an agricultural and small commercial
services lender. As of March 31, 1996, the Bank had $1,184,000 in agricultural
loans and $9,354,000 in commercial loans outstanding. Many of the commercial
loans were to agriculturally-related service businesses. Also, the Bank is an
active consumer lender and mortgage lender for single-family homes. The Bank's
loan-to-deposit ratio averaged 40% and the investment-to-asset ratio averaged
56% for 1995.

COMPETITION. Competitors of the Bank include Century Savings and Loan
Association with assets of $62 million and First National Bank in Trinidad with
assets of $101 million as of December 31, 1995. Both financial institutions are
full service institutions which directly compete with the Bank for deposits and
loans. Two small credit unions are located in Trinidad and do not compete with
the Bank for loans.

EMPLOYEES. The Bank has 23 employees consisting of 9 officers and 14 non-
officers. Most of the employees have been associated with the bank for a
minimum of five years, and 11 employees have been associated with the bank for
10 years or longer.

PROPERTIES. The physical assets of the Bank consist of a modern banking
facility located at 125 N. Commercial Street, Trinidad, Colorado, constructed in
1886 which has been remodeled over the years to modernize its layout. The main
facility consists of 48,000 square feet and has a second floor which has four
offices; two of the offices are leased to other parties on month-to-month
tenancies. The Bank occupies the other two offices. In addition, the Bank has
a detached facility located adjacent to the Bank, which was constructed in 1977.
There is no debt on the physical properties.

MARKET PRICE OF AND DIVIDENDS ON FINANCIAL COMMON STOCK

There is no established trading market for the Financial Common Stock.
Financial is aware of only limited transactions involving the sale of Financial
Common Stock. The prices for Financial Common Stock in such transactions are
not considered indicative of prices that could be attained on an active market
involving a substantial number of shares. There were 20 shareholders of record
of Financial Common Stock as of March 31, 1996. Financial declared its most
recent cash dividend of $150,000 ($25 per share) in January 1995.

<PAGE>

LEGAL PROCEEDINGS

Neither Financial nor the Bank are presently involved in any material
pending litigation.

INVESTMENT ACTIVITIES

Financial relies heavily on investment securities for more than half of its
earning assets. These investments are concentrated in United States treasuries,
federal agencies, mortgage-backed securities and, to a lesser degree, corporate
and municipal bonds. Financial and the Bank maintain a strong liquidity
position through federal funds sold in short-term U.S. treasury and agency
securities.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information concerning the directors
and executive officers of Financial:

Name Age Positions Held Term of Service
---- --- -------------- ---------------
<S> <C> <C> <C>
Eugene Aiello 74 President/Director 13
Sam F. Falsetto 59 Vice President/Secretary/Treasurer & Director 6
J. Thomas Burrell 47 Director 6
Richard Louden 72 Director 13
William B. Potter 58 Director 2
J. Keith Albi 60 Director 2
</TABLE>

TRANSACTIONS WITH OFFICERS, DIRECTORS AND OTHER AFFILIATES

The Bank has entered into transactions with officers and directors and
their affiliates on terms which management believes are comparable to those
which the Bank would have offered to other non-related third parties.

In addition, Mr. Eugene Aiello will enter into a non-competition agreement
with CFB as of the Effective Time of the Merger. See "The Merger - Interests of
Certain Parties; Certain Transactions."

SUPERVISION AND REGULATION

To the extent the information below consists of summaries of certain
statutory provisions, it is qualified in its entirety by reference to the
statutory provisions so described.

HOLDING COMPANY. Financial is subject to provisions of the Bank Holding
Company Act of 1956, as amended (the "BHCA"), which requires a bank holding
company to register with the Board of Governors of the Federal Reserve System
(the "Federal Reserve Board") and be subject to its supervision. As a bank
holding company, Financial's activities are subject to certain limitations under
the BHCA, and transactions between Financial and the Bank are subject to certain
restrictions under the BHCA, the Federal Reserve Act, and certain other banking
statutes.

As a bank holding company, the acquisition of control of Financial by an
individual or company is subject to the prior approval of the Federal Reserve
Board. The term "company" is broadly defined to include any corporation,
partnership, association or trust or similar organization, while the definition
of "control" for these purposes may be met by (i) the ownership or control or
power to vote 25% or more of the outstanding shares of any class of voting stock
of Financial, directly or indirectly, (ii) control over the election of a
majority of the directors of Financial, or (iii) the power to exercise directly
or indirectly a controlling influence over the management or policies of
Financial. In addition, under certain circumstances, the ownership, control or
power to vote in excess of 10%, but less than 25% of the shares of any class of
voting securities, of Financial, directly or indirectly, may require prior
notice to the Federal Reserve Board under the Change in Bank Control Act of
1978, as amended.

<PAGE>

The BHCA requires prior approval by the Federal Reserve Board of the
acquisition by a bank holding company of more than 5% of the voting stock or
substantially all of the assets of any bank, but does not require prior approval
before acquisition of any additional shares in banks, the majority of the shares
of which are already controlled by such bank holding company. A bank holding
company is prohibited, with certain limited exceptions, from acquiring direct or
indirect ownership or control of more than 5% of the voting shares of any
company that is not a bank and from engaging in activities other than those of
banking or of managing or controlling banks and other authorized subsidiaries
and providing services to its subsidiaries. One of the exceptions to this
prohibition permits ownership of the shares of a company, the activities of
which the Federal Reserve Board determines to be so closely related to the
business of banking or of managing or controlling banks as to be a proper
incident thereto.

Financial is required to file periodic reports with the Federal Reserve
Board and such other information as may be required to keep the Federal Reserve
Board informed regarding Financial's compliance with the provisions of BHCA and
the rules, regulations and orders issued thereunder, and the Federal Reserve
Board examines Financial and certain operations of the Bank periodically.

BANK. The Bank, as a national bank, is subject to the supervision and
regulation of, and is regularly examined by the Comptroller of the Currency.
The bank is also a member of the Federal Reserve. Among the requirements and
restrictions imposed upon national banks are the requirements to maintain
reserves against deposits, restrictions of nature and amounts of loans that may
be made, restrictions relating to investments, opening of bank offices, and
other activities. Without prior approval, federal law limits the payment of
dividends by national banks if (i) such dividends would impair the bank's
capital, (ii) the bank's surplus is not equal to its common capital, or (iii)
dividends declared in any year exceed the total of net profits for that year
combined with retained net profits for the preceding two years, less any
required transfers to surplus or to a fund for the retirement of preferred
stock.

The Bank is required to comply with capital adequacy standards. There are
two basic measures of capital adequacy: A risk-based measure and a tier-one
leverage measure.

The risk-based capital measure was adopted to assist in the assessment of
capital adequacy of financial institutions by (i) making regulatory capital
requirements more sensitive to differences in risk portfolios among
organizations, (ii) introducing off-balance sheet items into the assessment of
capital adequacy, (iii) reducing dis-incentives to holding liquid, low-risk
assets, and (iv) achieving greater consistency in evaluation of capital adequacy
of major banking organizations throughout the world. The risk-based measures
include both a definition of capital and a framework for calculating weighted-
risk assets by assigning assets and off-balance sheet items to broad-risk
categories. An institution's risk-based capital ratio is calculated by dividing
its qualifying capital by its weighted-risk assets.

An important component of qualifying capital is the core capital or tier-
one capital. Tier-one capital for a national bank generally consists of (i)
common shareholders equity, (ii) non-cumulative perpetual preferred stock and
related surplus, and (iii) minority interest in the equity accounts of
consolidated subsidiaries, less good will. The tier-one component of an
institution's qualifying capital must represent at least 50% of the qualifying
total capital. Supplementary capital (tier-two capital) consists of such
additional capital elements as (i) allowance for loan losses (subject to
limitations); (ii) cumulative perpetual preferred stock, convertible preferred
stock, and (iv) any related surplus (subject to certain conditions); (iii) high-
bred capital instruments and mandatory convertible debt securities; and (iv)
term subordinated debt and intermediate term preferred stock (subject to
limitations). The maximum amount of tier-two capital that may be included in
qualifying total capital is limited to 100% of tier-one capital (net of good
will). Under current capital adequacy standards, financial institutions must
meet a minimum ratio of qualifying capital to weight-risked assets of 8%.

Risk-based capital ratios are reviewed by a bank's primary federal
regulatory agency in the inspection and supervisory process as well as the
analysis of applications. Although the risk-based capital ratio focuses on
broad categories of credit risk and, to a lesser extent, interest rate and
market risk, the risk-based ratio does not incorporate other factors that can
affect an organizations financial condition. These factors include overall
interest rate exposure, liquidity, funding, and market risks; the quality and
level of earnings; investment or loan portfolio concentration; the quality of
loans and investments; the effectiveness of loan and investment policy; and
management's ability to monitor and control financial and other operational
risks.

<PAGE>

The primary federal regulatory agencies have also adopted a minimum
leverage ratio, defined as a ratio of tier-one capital to total assets, which is
intended to be used as a supplement to the risk-based capital measure. An
institution must meet both capital adequacy standards to be in compliance.
Banking organizations considered to be among the most highly rated, based upon
examination results, must maintain a minimum leverage ratio of 3%.
Organizations that do not meet these characteristics are expected to maintain
capital ratios of at least 100 to 200 basis points above the minimum levels.

The Bank is in compliance with all capital standards currently applicable
to it.

The deposits of the Bank are insured under the provisions of the Federal
Deposit Insurance Act. The Bank is also subject to the supervision and
examination by the Federal Deposit Insurance Corporation (the "FDIC"). The Bank
is subject to assessments by the FDIC.

36
<PAGE>

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

BASIS OF PRESENTATION

The following is Financial's management discussion and analysis of the
results of operations and the historical financial condition of Financial and
its consolidated subsidiary. This should be read in conjunction with
Financial's audited financial statements and accompanying footnotes and other
selected financial data presented elsewhere herein.

The financial information discussed below reflects the operation of Bank
along with the parent company operations. Financial began operations in 1983 as
the holding company of the Bank.

RESULTS OF OPERATIONS

EARNINGS PERFORMANCE. Financial earned $1.204 million in 1995, $.854
million in 1994, and $.799 million in 1993. The increase in earnings from 1993
to 1994 is primarily attributed to increased loans. Earnings from 1994 to 1995
increased $350,000 and is primarily attributed to increased loans. The increase
in net interest income during these years reflects the decreasing interest rate
environment at that time and an aggressive search for quality loan growth. Net
interest income increased 11% from 1994 to 1995, primarily due to increased
lending activities.

The following is a condensed summary of the consolidated statement of
operations (dollars in thousands), along with selected profitability ratios:

FINANCIAL BANCORP, INC.
ANALYSIS OF NET INCOME

Three Months
Ended March 31, Year Ended December 31,
--------------- -----------------------
1996 1995 1995 1994 1993
---- ---- ---- ---- ----
Net interest income. . . . . $634 $683 $2,535 $2,284 $2,406
Provision for loan losses. . 0 0 0 (45) 0
Other operating income . . . 79 63 369 274 370
Net gains on sales
of investments. . . . . . . 0 0 10 31 0
Other operating expense. . . 323 354 1,473 1,447 1,561
Net income . . . . . . . . . 254 252 1,204 854 799

Return on average assets . . 1.48% 1.57% 1.78% 1.35% 1.39%
Return on average equity . . 11.20% 13.08% 14.38% 11.34% 11.41%
Dividend payout ratio. . . . 0.00% 59.52% 12.46% 23.89% 15.02%
Equity to assets . . . . . . 13.34% 12.16% 13.08% 11.71% 12.06%

<PAGE>

NET INTEREST INCOME. Net interest income is affected by changes in both
interest rates and the volume of average earning assets and interest-bearing
liabilities. The following table presents Financial's average balance sheets,
interest earned or paid, and the related yields and rates on major categories of
Financial's earning assets and interest-bearing liabilities for the periods
indicated:

FINANCIAL BANCORP, INC.
ANALYSIS OF AVERAGE RATES AND BALANCES
YEARS ENDED DECEMBER 31,

1995 1994 1993
------------------------------ ----------------------------- ------------------------------
Interest Interest Interest Interest Interest Interest
Average Income/ Yields and Average Income/ Yields and Average Income/ Yields and
Balance Expense Rates (1) Balance Expense Rates (1) Balance Expense Rates (1)
------- ------- --------- ------- ------- --------- ------- ------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS

Loans (1)(2) . . . . . . . . . . . . . $23,045 $2,528 10.97% $18,924 $1,764 9.32% $16,227 $1,672 10.30%
Investment securities (2). . . . . . . 37,523 2,272 6.05% 39,198 2,247 5.73% 36,118 2,243 6.21%
Other earning assets . . . . . . . . . 3,449 112 3.25% 2,050 110 5.37% 1,349 63 4.67%
Total interest earning assets. . . . 64,017 4,912 7.67% 60,172 4,121 6.85% 53,694 3,978 7.41%
Noninterest earning assets . . . . . 3,505 N/A N/A 3,220 N/A N/A 3,949 N/A N/A
Total assets . . . . . . . . . . . 67,522 N/A N/A 63,392 N/A N/A 57,643 N/A N/A

LIABILITIES

Savings/int. bearing checking. . . . . 23,156 786 3.39% 24,268 733 3.02% 21,826 682 3.12%
Time deposits. . . . . . . . . . . . . 28,021 1,526 5.45% 24,375 1,036 4.25% 22,547 849 3.77%
Short-term borrowings. . . . . . . . . 0 0 -- 0 0 -- 0 0 --
Long-term borrowings . . . . . . . . . 0 0 -- 0 0 -- 0 0 --
Total interest bearing liabilities . 51,177 2,312 4.52% 48,641 1,769 3.64% 44,373 1,531 3.45%

Noninterest bearing liabilities. . . . 7,975 N/A N/A 7,221 N/A N/A 6,269 N/A N/A
Common shareholders' equity. . . . . . 8,370 N/A N/A 7,530 N/A N/A 7,001 N/A N/A
Total liabilities & equity . . . . 67,522 N/A N/A 63,392 N/A N/A 57,643 N/A N/A

Net interest income. . . . . . . . . . N/A 2,600 N/A N/A 2,352 N/A N/A 2,447 N/A

Net interest spread. . . . . . . . . . N/A N/A 3.16% N/A N/A 3.21% N/A N/A 3.96%

Net interest margin. . . . . . . . . . N/A N/A 4.06% N/A N/A 3.91% N/A N/A 4.56%

</TABLE>

________________________
(1) Includes nonaccrual loans, includes loan fees.
(2) Interest yields on loans and investments are computed on a tax equivalent
basis to reflect the tax-exempt nature of certain assets. The incremental
tax rate applied was 35% in 1995, 1994 and 1993.

<PAGE>

FINANCIAL BANCORP, INC.
ANALYSIS OF AVERAGE RATES AND BALANCES
THREE MONTHS ENDED MARCH 31,

1996 1995
---------------------------------- ------------------------------------
Interest Interest Interest Interest
Average Income/ Yields and Average Income/ Yields and
Balance Expense Rates (1) Balance Expense Rates (1)
------- ------- ---------- ------- -------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS

Loans (1)(2) . . . . . . . . . . . . . . . . $23,733 $ 637 10.80% $19,384 $ 645 13.49%
Investment securities (2). . . . . . . . . . 38,082 557 5.88% 39,817 579 5.90%
Other earning assets . . . . . . . . . . . . 1,623 59 14.62% 1,012 23 9.22%
Total interest earning assets. . . . . . . 63,438 1,253 7.94% 60,213 1,247 8.40%
Noninterest earning assets . . . . . . . . 3,675 N/A N/A 3,811 N/A N/A
Total assets . . . . . . . . . . . . . . 67,113 N/A N/A 63,514 N/A N/A

LIABILITIES

Savings/int. bearing checking. . . . . . . . 23,161 176 3.06% 24,135 194 3.26%
Time deposits. . . . . . . . . . . . . . . . 29,014 427 5.92% 25,117 355 5.73%
Short-term borrowings. . . . . . . . . . . . 0 0 -- 0 0 --
Long-term borrowings . . . . . . . . . . . . 0 0 -- 0 0 --
Total interest bearing liabilities . . . . 52,175 603 4.64% 49,252 549 4.52%

Noninterest bearing liabilities. . . . . . . 6,370 N/A N/A 6,857 N/A N/A
Common shareholders' equity. . . . . . . . . 8,568 N/A N/A 7,405 N/A N/A
Total liabilities & equity . . . . . . . 67,113 N/A N/A 63,514 N/A N/A

Net interest income. . . . . . . . . . . . . N/A 650 N/A N/A 698 N/A

Net interest spread. . . . . . . . . . . . . N/A N/A 3.30% N/A N/A 3.88%

Net interest margin. . . . . . . . . . . . . N/A N/A 4.12% N/A N/A 4.70%
</TABLE>

<PAGE>

The following table reflects changes in interest income and expense
attributable to changes in volume and interest rates of significant interest-
bearing assets and liabilities (in thousands):

FINANCIAL BANCORP, INC.
ANALYSIS OF VOLUME AND INTEREST RATES
YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>

Three Months Ended
March 31, 1996
Compared to 1995 Period 1995 compared to 1994 1994 compared to 1993
----------------------- --------------------- ---------------------
Attributable to change Attributable to change Attributable to change
---------------------- ---------------------- ----------------------
Total in in Total in in Total in in
Change Volume Rate Change Volume Rate Change Volume Rate
------ ------ ---- ------ ------ ---- ------ ------ ----
<S> <C> <C> <C> <C> <C> <C>
Interest Income:

Loans. . . . . . . . . . . . . . . . $ (8) $(145) $(153) $764 $384 $380 $ 92 $278 $(186)
Investment securities. . . . . . . . (22) (25) 3 25 (96) 121 4 191 (187)
Other interest earning assets. . . . 36 14 22 2 75 (73) 47 33 14
Total interest income. . . . . . . 6 134 (128) 791 363 428 143 502 (359)

Interest Expense:

Savings/interest bearing deposits. . (18) (8) (10) 53 (34) 87 51 76 (25)
Time deposits. . . . . . . . . . . . 72 55 72 490 155 335 187 69 118
Short term borrowings. . . . . . . . 0 0 0 0 0 0 0 0 0
Long term borrowings . . . . . . . . 0 0 0 0 0 0 0 0 0
Total interest expense . . . . . . 54 47 7 543 121 422 238 145 93

Increase (decrease) in net
interest income. . . . . . . . . . (48) 87 (135) 248 242 6 (95) 357 (452)
</TABLE>

The change in interest income/expense attributable to volume reflects the
change in volume times the prior year's rate and the change in interest
income/expense attributable to rate reflects the change in rates times the
current year's volume.

Net interest income in 1995 increased $248 from 1994 mainly as a result of
increased loans. Loan volume increased 22% in 1995.

PROVISION FOR LOAN LOSSES. Financial made a provision to its "loan loss
reserve" in 1995 and 1994 of $0 and $(45), respectively, and provided $0 in
1993. The provisions were determined based on management's assessment of an
adequate reserve for possible loan losses.

Management continually assesses the adequacy of the loan loss reserve by
evaluating the collectability of loans. This process includes assigning risk
rating to loans and reserving percentages of these balances according to reserve
allocation formulas. This evaluating process takes into consideration such
factors as changes in the nature and volume of Financial's loan portfolio, prior
loan loss experience, overall loan portfolio quality, review of specific problem
loans and current and anticipated economic conditions that may affect a
borrower's ability to pay. For the year 1995, as with previous years,
management utilized this process in evaluating the adequacy of the allowance for
loan loss.

40
<PAGE>

NON-INTEREST INCOME. The following table presents a summary of non-
interest income (in thousands):

FINANCIAL BANCORP, INC.
ANALYSIS OF NON-INTEREST INCOME

Three Months
Ended March 31, Year Ended December 31,
--------------- -----------------------
1996 1995 1995 1994 1993
---- ---- ---- ---- ----
Service charges. . . . . $63 $48 $280 $239 $232
Net gains on sales
of investments. . . . . 0 0 10 31 0
Insurance commissions. . 0 0 0 0 0
Other. . . . . . . . . . 16 15 89 35 138
Total . . . . . . . . . 79 63 379 305 370

Non-interest income continues to be a significant source of revenues for
Financial and increased $74 or 24% in 1995 over 1994 and $(65) or 18% in 1994
over 1993. The increase in 1995 is attributed to service charges. In 1994, the
decrease in non-interest income is mainly due to gain on sale of SBA loans.

NON-INTEREST EXPENSE. The following table presents a summary of non-interest
expense (in thousands):

FINANCIAL BANCORP, INC.
ANALYSIS OF NON-INTEREST EXPENSE

Three Months
Ended March 31, Year Ended December 31,
--------------- -----------------------
1996 1995 1995 1994 1993
---- ---- ---- ---- ----
Salaries and benefits. . $180 $199 $685 $662 $663
Premises and equipment . 26 39 83 78 68
Other expenses . . . . . 117 116 704 707 830
Total . . . . . . . . . 323 354 1,472 1,447 1,561

Total non-interest expense increased to $1.472 million in 1995 from $1.447
million in 1994 and $1.561 million in 1993. The increase in 1995 is largely
attributable to salaries, wages and profit sharing plan contributions.

INCOME TAXES. Financial's income tax provision for 1995 was $237 compared
with $334 in 1994, and $416 in 1993. The effective tax rates were 16% in 1995,
28% in 1994, and 34% in 1993. The effective tax rate differs from the federal
statutory rate primarily as a result of tax-exempt interest income and state tax
benefits in 1995 attributable to operating loss carry-forwards.

FINANCIAL CONDITION

OVERVIEW. Financial's total consolidated assets were $69 million, $66
million and $61 million for the years ending 1995, 1994 and 1993, respectively.
Financial's assets increased 4% from 1994 to 1995 and increased 8% from 1993 to
1994. The increase in 1995 and 1994 is primarily attributed to increased
deposits.

LOANS. The following table presents the balance of each major category of
loans at the dates indicated:

41
<PAGE>

FINANCIAL BANCORP, INC.
ANALYSIS OF LOANS

Three Months Ended March 31, Years Ended December 31,
---------------------------------- ----------------------------------------------------------
1996 1995 1995 1994 1993
----------------- ---------------- ----------------- ------------------- -----------------

% of % of % of % of % of
Amounts Loans Amount Loans Amount Loans Amount Loans Amount Loans
------- ----- ------ ----- ------ ----- ------ ----- ------ -----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loan Category:
Commercial . . . . . . . . . . $9,354 37% $9,427 43% $9,444 38% $8,913 42% $5,293 32%
Real estate:
Construction . . . . . . . . 610 2% 281 1% 524 2% 210 1% 299 2%
Farmland . . . . . . . . . . 763 3% 707 3% 726 3% 745 4% 484 3%
Residential. . . . . . . . . 5,064 20% 4,387 20% 4,785 19% 3,672 17% 3,784 22%
Other. . . . . . . . . . . . 4,679 18% 3,170 14% 4,482 18% 3,186 15% 2,784 17%
Agricultural . . . . . . . . . 1,184 5% 1,001 5% 962 4% 1,105 5% 1,036 6%
Consumer/other . . . . . . . . 3,874 15% 2,965 14% 4,024 16% 3,313 16% 3,024 18%
Total loans. . . . . . . . . 25,528 100% 21,938 100% 24,947 100% 21,144 100% 16,704 100%

Less allowance for loan
losses . . . . . . . . . . . (508) (502) (525) (498) (495)
Total net loans . . . . . . 25,020 21,436 24,422 20,646 16,209
</TABLE>

A principal component of Financial's earning assets is its loan portfolio.
On December 31, 1995, total loans totaled $25 million. This represented a 19%
increase over December 31, 1994 total loans of $21 million. December 31, 1994
total loans increased 24% over December 31, 1993 loans of $17 million. The
increase in 1995 is mainly attributable to increased loan demand coupled with an
increase in quality loan applications resulting in new loans.

COMMERCIAL LOANS. Loans in this category principally include loans to
service, retail, wholesale and manufacturing businesses, including agricultural
service businesses.

REAL ESTATE LOANS. The majority of Financial's real estate loan portfolio
consists of local residential first mortgages. The large majority of these
mortgages are fixed-rate mortgages with short-term balloon payments or
adjustable rate term mortgages. The practice has been for the real estate
mortgages to be retained by the banks rather than selling them on the secondary
market.

AGRICULTURAL LOANS. Loans classified as agricultural loans primarily
include operating and equipment loans to local farmers. Loans secured by
farmland are listed in the real estate classification. Loans to agri-business
companies are in the commercial classification.

CONSUMER/OTHER LOANS. Loans classified as consumer and other include
automobile, home improvement, dealer paper, tax exempt, financing of business'
receivables and lease financing. Lease financing is offered on a very limited
basis.

42
<PAGE>

NON-PERFORMING ASSETS. Financial follows regulatory guidelines with
respect to placing loans on non-accrual status. When a loan is placed on non-
accrual status, all previously accrued and uncollected interest is reversed.
Certain non-performing assets of Financial are summarized (in thousands) in the
following table:

FINANCIAL BANCORP, INC.
NONACCRUAL, RESTRUCTURED AND PAST DUE LOANS

Three Months
Ended March 31, Year Ended December 31,
--------------- -----------------------
1996 1995 1995 1994 1993
---- ---- ---- ---- ----
Nonaccrual loans . . . . . . . . . . $194 $121 $316 $312 $504
Restructured loans . . . . . . . . . 0 0 0 0 0
Loans past due 90 days or more . . . 82 85 71 80 53

Interest which would have been
earned on nonaccrual loans if
they were on accrual basis. . . . . 5 3 12 53 76

ALLOWANCE FOR LOAN LOSSES. Financial's loan loss reserve is available to
absorb future loan losses. The current level of the loan loss reserve is a
result of management's assessment of the risk within the loan portfolio based on
the information revealed in the credit reporting processes. Financial utilizes
a risk-rating system on loans and a monthly credit review and reporting process
which results in the calculation of the guideline reserves based on the risk
within the portfolio. This assessment of risk takes into account the
composition of the loan portfolio, previous loan experience, current economic
conditions and other factors that, in management's judgment, deserve
recognition.

43
<PAGE>

The following table sets forth changes in Financial's loan loss reserve as
of the dates indicated (dollars in thousands):

FINANCIAL BANCORP, INC.
ANALYSIS OF ALLOWANCE FOR LOAN LOSSES

Three Months
Ended March 31, Year Ended December 31,
--------------- -----------------------
1996 1995 1995 1994 1993
---- ---- ---- ---- ----

Balance beginning of year. . . . $525 $498 $498 $495 $482
Provision for loan losses. . . . 0 0 0 (45) 0
Charge-offs:
Commercial . . . . . . . . . . (24) (1) (4) (28) (20)
Consumer . . . . . . . . . . . (7) (2) (6) (13) (12)
Real estate. . . . . . . . . . 0 (3) (3) 0 (26)
Other. . . . . . . . . . . . . (1) 0 (3) (15) (11)
Total loan losses. . . . . . . (32) (6) (16) (56) (69)

Recoveries:
Commercial . . . . . . . . . . 2 2 24 24 15
Consumer . . . . . . . . . . . 12 6 13 45 39
Real estate. . . . . . . . . . 0 0 2 32 24
Other. . . . . . . . . . . . . 1 2 4 3 4
Total loan recoveries. . . . 15 10 43 104 82
Net charge-offs. . . . . . . (17) 4 27 48 13
Increase in allowance for loan
losses . . . . . . . . . . . . (17) 4 27 3 13
Balance end of year. . . . . . . 508 502 525 498 495
Allowance for loan losses to:
Total loans at year-end. . . . 1.99% 2.29% 2.10% 2.36% 2.96%

Net charge-offs to
Average loans. . . . . . . . . 0.07% (0.02%) (0.12%) (0.25%) (0.08%)

The loan loss reserve at March 31, 1996 was $.508 million compared to $.525
million at December 31, 1995, and $.498 at December 31, 1994. Activity with the
allowance for loan losses primarily reflected charge offs of loans determined by
management to be uncollectible. However, management aggressively pursues
recoveries. For 1995, 1994 and 1993, recoveries exceeded charge-offs in each
year. The loan loss reserve as a percentage of total loans stood at 1.99% at
March 31, 1996, a figure which management believes is fully satisfactory.

The following table allocates the loan loss reserve based on management's
judgment of potential losses in the respective areas. While management has
allocated reserves to various portfolio segments for purposes of this table, the
reserve is general in nature and is available for the portfolio in its entirety:

<PAGE>

FINANCIAL BANCORP, INC.
ALLOCATION OF ALLOWANCE OF LOAN LOSSES
(Dollars in thousands)
<TABLE>
<CAPTION>

Real
Commercial Agricultural Estate Consumer Unallocated Total
---------- ------------ ------ -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
THREE MONTHS ENDED MARCH 31,

1996
Allowance for loan losses. . . . . 422 0 46 38 2 508
% to loans in category . . . . . . 2.86% 0 0.74% 1.14% 0 2.10%

1995
Allowance for loan losses. . . . . 228 0 54 48 172 502
% to loans in category . . . . . . 1.50% 0 1.00% 2.23% 0 2.29%

YEARS ENDED DECEMBER 31,

1995
Allowance for loan losses. . . . . 148 0 44 43 290 525
% to loans in category . . . . . . 1.57% 0 .42% 1.07% 0 2.10%

1994
Allowance for loan losses. . . . . 232 0 53 49 164 498
% to loans in category . . . . . . 2.60% 0 0.68% 0.63% 0 2.36%

1993
Allowance for loan losses. . . . . 252 0 58 48 137 495
% to loans in category . . . . . . 4.76% 0 0.74% 1.5% 0 2.96%
</TABLE>

INVESTMENT PORTFOLIO. The investment activities of Financial are designed
to provide an investment alternative for funds not presently required to meet
loan demand; assist the bank in meeting potential liquidity requirements; assist
in maximizing income consistent with quality and liquidity requirements; supply
collateral to secure public funds and retail repurchase agreements; provide a
means for balancing market and credit risks; and provide consistent income and
market value throughout changing economic times.

Financial's portfolio consists primarily of obligations of U.S. government,
U.S. government agency and corporate obligations, and state and local
governments, as well as agency collateralized obligation securities.
Financial's investment portfolio does not contain concentration of investments
in any one issuer in excess of 10% of Financial's total investment portfolio.
Exempt from this calculation are securities of the U.S. government and U.S.
government agencies.

45
<PAGE>

The following table sets forth the composition of Financial's investment
portfolio at the dates indicated:

FINANCIAL BANCORP, INC.
INVESTMENT PORTFOLIO
(Dollars in thousands)

Three Months
Ended March 31, Year Ended December 31,
--------------- ----------------------------
1996 1995 1995 1994 1993
------- ------- ------- ------- -------

U.S. Treasuries. . . $13,690 $15,082 $13,467 $14,877 $13,452
Agencies . . . . . . 17,799 18,653 17,114 17,792 20,102
Municipal. . . . . . 2,719 3,509 2,784 3,371 3,648
Other. . . . . . . . 2,498 2,214 2,698 2,944 2,210
Total investments. 36,706 39,458 36,063 38,984 39,412

For the investment portfolio as of December 31, 1995, the following tables
set forth a summary of yield and maturities:

FINANCIAL BANCORP, INC.
ANALYSIS OF INVESTMENT YIELDS AND MATURITIES
DECEMBER 31, 1995
(Dollars in thousands)

<TABLE>
<CAPTION>
One year or Less One year through 5 Over 5 years through 10 Over Ten years Total
----------------- ------------------- ----------------------- ----------------- ----------------
Weighted Weighted Weighted Weighted Weighted
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasuries. . . $6,674 5.38% $6,793 5.95% $ -- -- $ -- -- $13,467 5.67%
Agencies . . . . . . 919 5.19% 5,185 5.08% 2,918 6.89% 8,092 6.91% 17,114 6.26%
Municipals . . . . . 666 3.85% 1,981 4.53% 138 5.57% -- 0.0% 2,785 4.42%
Other securities . . 556 5.91% 1,621 6.64% 301 5.58% 219 5.61% 2,697 6.26%
Total. . . . . . . 8,815 5.28% 15,580 5.55% 3,357 6.72% 8,311 6.87% 36,063 5.90%
</TABLE>

For the investment portfolio as of March 31, 1996, the following tables set
forth a summary of yield and maturities:

FINANCIAL BANCORP, INC.
ANALYSIS OF INVESTMENT YIELDS AND MATURITIES
MARCH 31, 1996
(Dollars in thousands)
<TABLE>
<CAPTION>

One year or Less One year through 5 Over 5 years through 10 Over Ten years Total
----------------- ------------------- ----------------------- ----------------- ----------------
Weighted Weighted Weighted Weighted Weighted
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasuries. . . $6,600 5.59% $7,090 5.67% $ 0 -- $ 0 -- $13,690 5.86%
Agencies . . . . . . 847 5.06% 6,527 5.51% 1,734 6.71% 8,691 6.74% 17,799 6.21%
Municipals . . . . . 615 4.36% 1,965 4.51% 139 5.57% 0 0 2,719 4.49%
Other securities . . 650 7.50% 1,288 6.41% 300 5.58% 260 5.61% 2,498 6.32%
Total. . . . . . . 8,712 5.52% 16,870 5.53% 2,173 6.48% 8,951 6.50% 36,706 6.04%
</TABLE>

46
<PAGE>

In May of 1993, the FASB issued Statement of Financial Accounting Standards
No. 115 (SFAS No. 115), ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY
SECURITIES. This statement addresses the accounting and reporting for
investments that have readily determinable fair market values. Those
investments are to be classified in three categories and accounted for as
follows:

1. Debt securities that the enterprise has the positive intent and
ability to hold to maturity are classified as held-to-maturity
securities and reported at amortized cost.

2. Debt and equity securities that are bought and held principally for
the purpose of selling them in the near term are classified as trading
securities and reported at fair market value, with unrealized gains
and losses included in earnings.

3. Debt and equity securities not classified as either held-to-maturity
securities or trading securities are classified as available-for-sale
securities and reported at fair market value, with unrealized gains
and losses excluded from earnings and reported in a separate component
of shareholders' equity.

The Statement does not apply to unsecuritized loans. However, after
mortgage loans are converted to mortgage-backed securities, they are subject to
its provisions. The Statement supersedes SFAS No. 12, ACCOUNTING FOR CERTAIN
MARKETABLE SECURITIES, and amends SFAS No. 65, ACCOUNTING FOR CERTAIN MORTGAGE
BANKING ACTIVITIES, to eliminate mortgage-backed securities from its scope.
SFAS No. 115 is effective for fiscal years beginning after December 15, 1993.

Financial implemented SFAS No. 115 on January 1,1994 by properly
classifying all securities into either held-to-maturity investment accounts or
the available-for-sale accounts.

DEPOSITS. The following table sets forth a summary of Financial's deposits
as of the dates indicated and the maturity of time deposits over $100,000:

FINANCIAL BANCORP, INC.
ANALYSIS OF DEPOSITS
(Dollars in thousands)
<TABLE>
<CAPTION>

Three Months
Ended March 31, Years Ended December 31,
------------------- ----------------------------
1996 1995 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Noninterest bearing. . . . . . . . $ 5,765 $ 5,924 $ 7,726 $ 7,381 $ 6,398

Interest bearing:
Savings and NOW. . . . . . . . . 22,274 23,848 21,890 24,422 24,110
Time Deposits
Less than $100M . . . . . . . 14,693 13,415 14,922 13,333 12,517
Time Deposits >$100M . . . . . . 16,673 13,247 15,218 12,568 10,332
Total Deposits . . . . . . . . 59,405 56,434 59,756 57,704 53,357
</TABLE>

FINANCIAL BANCORP, INC.
MATURITY OF TIME DEPOSITS OF $100,000 OR MORE
(Dollars in thousands)

< 3 months 3-6 months 6-12 months > 12 months Total
---------- ---------- ----------- ----------- -----
<S> <C> <C> <C> <C> <C>
March 31, 1996 . . . . . . . . . $7,082 $4,822 $2,130 $2,639 $16,673
December 31, 1995. . . . . . . . $7,186 $4,118 $1,603 $2,311 $15,218

</TABLE>

<PAGE>

Year-end deposits for 1995 were $60 million up from $58 million in 1994.
Year-end deposits for 1994 increased $5 million over year-end 1993 deposits of
$53 million. This is attributable to marketing efforts implemented by Bank.
Through March 31, 1996, deposit balances remained relatively stable and
reflected less than a $1 million decrease over December 31, 1995 levels. This
was due in part to the $7 million of time deposits at December 31, 1995 that
were scheduled to mature in three months or less.

CAPITAL. Bank regulatory agencies measure capital adequacy through
standardized risk-based capital guidelines which compare different levels of
capital (as defined by such guidelines) to risk-weighted asset and off-balance
sheet obligations. Under final rules effective December 31, 1992, all financial
institutions are required to maintain a level of core capital (known as Tier 1
capital), which must be at least 4.0% of risk-weighted assets, and a minimum
level of total capital of at least 8.0% of risk-weighted assets. The Federal
Reserve Board and the FDIC have adopted final regulations defining what capital
ratios were necessary to be "well capitalized." See: "Business of Financial"
for a detailed discussion of these capital ratios.

The following table presents regulatory capital requirements and risk-based
capital levels:

REGULATORY CAPITAL REQUIREMENTS:

Tier 1 Total Leverage
Capital Risk-Based Capital Ratio
------- ------------------ -----
DECEMBER 31, 1995
Minimum. . . . . . . . . . . 4% 8% 4%
Well capitalized . . . . . . 6% 10% 5%
Actual . . . . . . . . . . . 31.21% 32.46% 12.99%

MARCH 31, 1996
Minimum. . . . . . . . . . . 4% 8% 4%
Well capitalized . . . . . . 6% 10% 5%
Actual . . . . . . . . . . . 30.71% 31.96% 13.34%

FINANCIAL BANCORP, INC.
RISK BASED CAPITAL
(Dollars in thousands)

March 31, 1996 December 31, 1995
---------------- -----------------
Amount Ratio Amount Ratio
------ ----- ------ -----
Capital Category:
Tier 1 Capital . . . . . . $ 9,308 30.71% $ 9,054 31.21%
Tier 2 Capital . . . . . . 380 1.25% 365 1.25%

Total risk weight assets . . 30,312 N/A 29,014 N/A

Leverage ratio . . . . . . . N/A 13.34% N/A 12.99%

As of March 31, 1996, Financial exceeded each of the capital requirements
set forth by federal or state banking regulatory agencies.

LIQUIDITY AND FUNDS MANAGEMENT. Liquidity management requires an
ability to meet financial commitments when contractually due and to respond
to other requirements for funds. The Bank has an Asset/Liability Management
Committee (ALCO) responsible for managing balance sheet and off-balance sheet
commitments to meet the needs of customers while achieving Financial's
financial objectives. The Bank's ALCO meets regularly to review funding
capacities, current and forecasted loan demand, and investment opportunities.

48
<PAGE>

Asset liquidity is provided by regular maturities of loans and by
maintaining relatively short-term marketable investment securities and
federal funds. (See investment portfolio investment maturity table.)
Financial's investment securities due within one year and federal funds sold
represented 19.1% of total assets at year end in 1995. Financial has a
stable core deposit base with a relatively small percentage of volatile
funding. Jumbo CDS over $100,000 of $15 million at year-end 1995 comprised
25% of total deposits. Interest-bearing deposits accounted for the majority
of the funds. Interest-bearing deposits increased $3 million or 7% from 1993
to 1994 and increased $2 million or 3% from 1994 to 1995. The increase from
1994 to 1995 was primarily attributed to marketing. If funding requirements
increase substantially, Financial has in place liquidity contingency plans,
which include the ability to borrow federal funds, borrow from the Federal
Home Loan Bank, or liquidate short-term marketable investment securities held
in its investment portfolios. Financial's liquidity ratio, a measure of a
bank's ability to meet current obligations, is defined as a percentage of
liquid assets to deposits. Liquid assets include cash and other amounts due
from banks, unpledged investment securities with maturities of less than one
year and federal funds sold. As of December 31, 1995, Financial's liquidity
ratio was 63%. At March 31, 1996, Financial's liquidity ratio was 44%. The
decrease in the liquidity ratio at March 31, 1996 from December 31, 1995 is
primarily due to a $4 million increase in loans at March 31, 1996 over
December 31, 1995. This loan increase was partially offset by a decrease in
investment securities and federal funds sold.

INTEREST RATE SENSITIVITY. Significant changes in interest rates affect
the composition, yield and cost of balance sheet components. The rate
sensitivity of these assets and liabilities is monitored and matched to
control the risk associated with movements in rates. The ALCO for the Bank
meets regularly to monitor and formulate strategies and policies to provide
sufficient levels of net interest income while maintaining acceptable levels
of interest rate sensitivity, risk and liquidity. The primary object of rate
sensitivity management is to ensure earnings stability by minimizing the
sensitivity of net interest income to fluctuations in interest rates. The
Bank uses gap and other systems to measure, monitor and adapt to changing
interest rate environments.

The following table sets forth Financial's interest rate sensitivity
analysis by contractual repricing or maturity at December 31, 1995:

FINANCIAL BANCORP, INC.
INTEREST RATE SENSITIVITY
AS OF DECEMBER 31, 1995

Repricing or Maturing in
---------------------------
1 Year Over 1 to Over 5
or Less 5 years years Total
------- --------- ------ ------
(Dollars in thousands)
Rate Sensitive Assets:
Loans. . . . . . . . . . . . . . . . 18,645 6,003 299 24,947
Investment securities. . . . . . . . 13,452 13,581 9,030 36,063
Other interest-bearing assets. . . . 4,598 0 0 4,598
Total rate sensitive assets. . . . 36,695 19,584 9,329 65,608

Rate Sensitive Liabilities:
Savings/interest
bearing checking . . . . . . . . . 22,797 0 0 22,797
Time deposits. . . . . . . . . . . . 27,829 2,311 0 30,140
Short term borrowings. . . . . . . . 0 0 0 0
Long term borrowings . . . . . . . . 0 0 0 0
Total rate sensitive liabilities . 50,626 2,311 0 52,937

Rate sensitive gap . . . . . . . . . .(13,931) 17,273 9,329 12,671
Cumulative rate sensitive gap. . . . .(13,931) 3,342 12,671 12,671
Rate sensitive gap % . . . . . . . . .(72.48%) 847.43% 0.00% 123.94%
Cumulative rate sensitive gap %. . . .(72.48%) 108.31% 123.94% 123.94%

<PAGE>

The following table sets forth Financial's interest rate sensitivity
analysis by contractual repricing or maturity at March 31, 1996:

FINANCIAL BANCORP, INC.
INTEREST RATE SENSITIVITY
AS OF MARCH 31, 1996

Repricing or Maturing in
----------------------------
1 Year Over 1 to Over 5
or Less 5 years years Total
-------- --------- ------- -------
(Dollars in thousands)
Rate Sensitive Assets:
Loans. . . . . . . . . . . . . . . 18,740 6,012 776 25,528
Investment securities. . . . . . . 13,559 14,364 8,783 36,706
Other interest-bearing assets. . . 3,049 0 0 3,049
Total rate sensitive assets. . . 35,348 20,376 9,559 65,283

Rate Sensitive Liabilities:
Savings/interest
bearing checking . . . . . . . . 22,274 0 0 22,274
Time deposits. . . . . . . . . . . 26,826 4,540 0 31,346
Short term borrowings. . . . . . . 0 0 0 0
Long term borrowings . . . . . . . 0 0 0 0
Total rate sensitive liabilities 49,100 4,540 0 53,640

Rate sensitive gap . . . . . . . . .(13,752) 15,836 9,559 11,643
Cumulative rate sensitive gap. . . .(13,752) 2,084 11,643 11,643
Rate sensitive gap % . . . . . . . . (71.99%) 448.81% 0.00% 121.71%
Cumulative rate sensitive gap %. . . (71.99%) 102.89% 121.71% 121.71%

The following tables set forth Financial's interest rate sensitivity
analysis at the dates indicated with respect to individual categories of loans
and provides separate analyses with respect to fixed interest rate loans and
floating interest rate loans (in thousands):

FINANCIAL BANCORP, INC.
LOAN REPRICING OR MATURING
AS OF DECEMBER 31, 1995

Repricing or Maturing in
--------------------------
1 Year Over 1 to Over 5
or Less 5 years years Total
------- ---------- -------- ------
Loan Category
Commercial . . . . . . . . . . . . .$13,799 $1,191 $ 23 $15,013
Real Estate. . . . . . . . . . . . .1,786 3,864 276 5,926
Agricultural . . . . . . . . . . . . 962 0 0 962
Consumer and Other . . . . . . . . .2,098 948 0 3,046
Total Loans. . . . . . . . . . . .18,645 6,003 299 24,947

Rate Sensitive Loans
Fixed Interest Rate Loans. . . . . .6,936 3,743 299 10,978
Floating Interest Rate Loans . . . .11,709 2,260 0 13,969
Total Loans. . . . . . . . . . . .18,645 6,003 299 24,947

50
<PAGE>

FINANCIAL BANCORP, INC.
LOAN REPRICING OR MATURING
AS OF MARCH 31, 1996

Repricing or Maturing in
--------------------------
1 Year Over 1 to Over 5
or Less 5 years years Total
------- ---------- ------- ------
Loan Category
Commercial . . . . . . . . . . . . .$13,901 $1,002 $500 $15,403
Real Estate. . . . . . . . . . . . .1,780 3,870 276 5,926
Agricultural . . . . . . . . . . . .1,001 0 0 1,001
Consumer and Other . . . . . . . . .2,058 1,140 0 3,198
Total Loans. . . . . . . . . . . .18,740 6,012 776 25,528

Rate Sensitive Loans
Fixed Interest Rate Loans. . . . . .6,637 3,781 724 11,142
Floating Interest Rate Loans . . . .12,103 `2,231 52 14,386
Total Loans. . . . . . . . . . . .18,740 6,012 776 25,528

<PAGE>

FINANCIAL'S PRINCIPAL SHAREHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT

Set forth below are the names and addresses and the number of shares held
as of the Record Date by the officers and directors of Financial and each person
known to the officers and directors to be the beneficial owners of more than 5%
of its outstanding common stock:

Number
Name and Address Position Held of Shares Percent
- ---------------- ------------- --------- --------
Eugene Aiello President/Director 1,737(1) 28.95%
125 North Commercial Street
Trinidad, CO 81082

Michael Albi -- 542(2) 9.03%
7001 Vista Del Mar
Playa Del Rey, CA 90291

J. Keith Albi Director 482(3) 8.03%
P.O. Box 194
Manhattan Beach, CA 90266

Mrs. Grace Carey, Keith -- 318 5.30%
Albi and Michael Albi,
as joint tenants
4265 Marina City Drive
Unit 611 WTN
Marina Del Ray, CA 90292

Rose Castelano and John and -- 450 7.50%
Joe Tarabino
14380 Highway 239
Trinidad, CO 81082

Emily Clark Family Trust -- 1,308 21.80%
c/o Mary Therese Clark
29727 Windsong Lane
Agoura Hills, CA 91301

Carol Deeks -- 819 13.65%
9200 West Coal Mine Road
Littleton, CO 80123

Sam F. Falsetto Secretary/Treas. 10 *
901 Park Street Director
Trinidad, CO 81082

J. Thomas Burrell Vice President 10 *
107 Radio Drive Director
Trinidad, CO 81082

<PAGE>

Number
Name and Address Position Held of Shares Percent
- ---------------- ------------- --------- --------
Richard Louden Director 20 *
8400 County Road, 159.5
P.O. Box 8
Branson, CO 81027

William B. Potter Director 10 *
P.O. Box 614
Trinidad, CO 81082

Officers and directors -- 2,587(4) 43.1%
as a group (6 persons):
_______________________
*Less than 1%

(1) Includes 10 shares owned individually and 1,727 shares held jointly with
his wife.

(2) Includes 10 shares owned individually and 532 shares held in a revocable
trust of which he and his wife are grantors and trustees. Does not include
318 shares held jointly with Grace Carey, his mother, and J. Keith Albi,
his brother, with whom Michael Albi shares the power to vote and dispose of
the 318 shares.

(3) Includes 10 shares owned individually and 472 shares held jointly with his
wife. Does not include 318 shares held jointly with Grace Carey, his
mother, and Michael Albi, his brother, with whom J. Keith Albi shares the
power to vote and dispose of the 318 shares.

(4) Includes 318 shares held by Grace Carey, J. Keith Albi and Michael Albi as
joint tenants, for which J. Keith Albi shares the power to vote and dispose
of the shares.

<PAGE>

MATERIAL DIFFERENCES IN RIGHTS OF FINANCIAL SHAREHOLDERS

The rights of Financial shareholders are governed by the Articles of
Incorporation and Bylaws of Financial and the laws of the State of Colorado.
The rights of CFB stockholders are governed by the Certificate of Incorporation
and Bylaws of CFB and the laws of the State of Delaware. After the Merger
becomes effective and TAC is subsequently merged with and into CFB, the rights
of Financial shareholders who become CFB stockholders will be governed by the
CFB Certificate, the CFB Bylaws and the laws of the State of Delaware. In
certain respects, rights of Financial shareholders and CFB stockholders are
similar. While it is not practical to describe all changes in the rights of
Financial shareholders that will result from the application of Delaware law in
lieu of Colorado law and the differences between the Financial Articles and
Bylaws and the CFB Certificate and Bylaws, the following is a summary of certain
significant differences. It should be understood that such description of the
differences is a summary only and does not purport to be a complete description
of the differences between Delaware and Iowa corporation laws.

CAPITAL STOCK

The Financial Articles authorize the issuance of 50,000 shares of common
stock, no par value, and do not authorize the issuance of preferred stock.
Financial currently has outstanding only one class of common stock.
Accordingly, all Financial shareholders have equal rights and preferences with
respect to dividends and distributions upon liquidation.

The CFB Certificate authorizes the issuance of 20,000,000 shares of common
stock, par value $.01 per share ("CFB Common Stock"), 230,000 shares of 7%
Cumulative Convertible Preferred Stock, $100 stated value per share (the "CFB
Preferred Stock"), 150,000 shares of Series A Junior Participating Preferred
Stock, par value $.01 per share (which may only be issued upon a triggering
event under the Rights Agreement described under "Recent Developments Regarding
CFB - Rights Agreement") and 1,620,000 shares of undesignated preferred stock,
par value $.01 per share. As of January 9, 1995, 7,745,869 shares of CFB Common
Stock were outstanding and 230,000 shares of CFB Preferred Stock were
outstanding.

Holders of CFB Preferred Stock have certain rights and preferences with
respect to dividends and upon liquidation that are superior to those of holders
of CFB Common Stock. The relative rights and preferences of any CFB preferred
stock issued in the future may be established by the CFB Board of Directors
without stockholder action, and such shares, when and if issued, could have
dividend, liquidation, voting, and other rights superior to those of CFB Common
Stock.

SHAREHOLDERS' ACTION WITHOUT A MEETING

Delaware law provides that, unless otherwise provided in the certificate of
incorporation, any action which may be taken at any annual or special meeting of
shareholders of a corporation may be taken without a meeting, without prior
notice, and without a vote, if a consent or consents in writing, setting forth
the actions so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.

Colorado law also permits written actions by shareholders, but requires
that a written consent be signed by all of the shareholders entitled to vote
thereon.

ANNUAL MEETING OF SHAREHOLDERS

If a Delaware corporation fails to hold an annual meeting for a period of
thirteen months after its last annual meeting, the Court of Chancery may
summarily order a meeting to be held upon the application of any shareholder or
director. The shares of stock represented at such meeting, either in person or
by a proxy, and entitled to vote thereat, shall constitute a quorum for the
purpose of such meeting.

Colorado law provides that if an annual meeting of shareholders has not
been held within the earlier of six months after the end of the corporation's
fiscal year or fifteen months after its last annual meeting, a shareholder may
demand an annual meeting of shareholders by written notice of demand to the
district court of the county where the corporation's principal office is
located.

54
<PAGE>

SPECIAL MEETING OF SHAREHOLDERS

Delaware law provides that special meetings of the shareholders may be
called by the board of directors or by such person or persons as may be
authorized by the certificate of incorporation or by the bylaws. CFB's Bylaws
authorize the Chairman of the Board of Directors, the President or by any two or
more directors to call a special meeting of shareholders.

Colorado law provides that special meetings of the shareholders may be
called by any of the following: the board of directors; a person authorized in
the bylaws to call special meetings; or a shareholder or shareholders holding
10% or more of the voting power of all shares entitled to vote. Financial's
Bylaws also authorize Financial's President to call a special meeting of
shareholders.

PROXIES

Both Delaware and Colorado law permit proxies of indefinite duration. In
the event that the proxy is indefinite as to its duration, Colorado law provides
that it will be valid for 11 months and Delaware law provides that it will be
valid for 3 years.

PREEMPTIVE RIGHTS

Under Delaware law, no shareholder shall have any preemptive right to
subscribe to an additional issue of stock or to any security convertible into
such stock unless, and to the extent that, such right is expressly granted in
the certificate of incorporation. CFB's Certificate does not grant preemptive
rights to CFB shareholders.

Under Colorado law, a shareholder of a corporation has a preemptive right
to acquire unissued shares or rights to purchase such shares of the corporation
before the corporation may offer them to other persons, unless such rights are
denied or limited in the articles of incorporation. Financial's Restated
Articles provide that shareholders have no pre-emptive rights to purchase any
shares or securities of the corporation which it may issue or sell, except as
may be otherwise provided in a separate shareholder agreement.

CUMULATIVE VOTING

Under Delaware law, shareholders do not have cumulative voting rights
unless the rights are granted to them in the corporation's certificate of
incorporation. If cumulative voting is provided for in the certificate or
articles of incorporation, each holder of stock shall be entitled to as many
votes as shall equal the number of votes which he or she would be entitled to
cast for the election of directors with respect to his or her shares of stock
multiplied by the number of directors to be elected by him or her, and that he
or she may cast all such votes for a single director or may distribute them
among the number to be voted for, or for any two or more of them as he or she
may see fit. CFB's Certificate provides for cumulative voting.

Under Colorado law, cumulative voting is generally mandatory for
corporations incorporated after December 31, 1958 unless specifically prohibited
in the corporation's articles of incorporation. Financial's Articles prohibit
cumulative voting.

DISSOLUTION

A Delaware corporation may be dissolved by the voluntary action of the
holders of a majority of the outstanding stock of the corporation entitled to
vote thereon. Additionally, a Delaware corporation may be dissolved without the
action of the directors if all of the shareholders entitled to vote thereon
shall consent in writing. A Colorado corporation may be dissolved upon a
proposal of the corporation's board of directors and the affirmative vote of the
holders of a majority of the voting power of all shares entitled to vote.

55
<PAGE>

REQUIRED VOTE FOR AUTHORIZATION OF CERTAIN ACTIONS

The COBCA generally requires the affirmative vote of the holders of a
majority of the outstanding shares of each class entitled to vote to approve a
merger or share exchange. In certain circumstances, the holders of outstanding
shares of a class of capital stock of a Colorado corporation are entitled to
vote as a separate voting group, regardless of whether the articles of
incorporation provide that such shares of capital stock are entitled to vote.
However, no vote of shareholders of a Colorado corporation is required to
approve a merger if (i) that corporation is the surviving corporation of the
merger, (ii) the articles of incorporation of the surviving corporation, with
certain exceptions, will not differ from its articles of incorporation before
the merger, (iii) each shareholder of the surviving corporation whose shares are
outstanding immediately before the merger will hold the same number of shares,
with identical designations, preferences, limitations, and relative rights,
immediately after the merger, and (iv) the number of shares of the corporation
to be issued in the merger, or to be issuable upon conversion of any convertible
instruments to be issued in the merger, does not exceed 20% of the voting stock
of that corporation outstanding immediately before the merger.

Under Delaware law, the vote of a simple majority of the outstanding shares
of CFB Common Stock entitled to vote thereon is required to approve a merger or
consolidation, or the sale, lease, or exchange of substantially all of CFB's
corporate assets. With respect to a merger, no vote of the stockholders of CFB
is required if CFB is the surviving corporation and (i) the related agreement of
merger does not amend the CFB Certificate, (ii) each share of stock of CFB
outstanding immediately before the merger is an identical outstanding or
treasury share of CFB after the merger, and (iii) the number of shares of CFB
stock to be issued in the merger (or to be issuable upon conversion of any
convertible instruments to be issued in the merger) does not exceed 20% of the
shares of CFB Common Stock outstanding immediately before the merger.

In addition to being subject to the laws of Colorado and Delaware,
respectively, both Financial and CFB, as bank holding companies, are subject to
various provisions of federal law with respect to mergers, consolidations and
certain other corporate transactions.

DISSENTERS' RIGHTS

Under the COBCA, any shareholder of a corporation is entitled to receive
payment of the fair value of such shareholder's shares of capital stock if such
shareholder properly dissents from (i) any merger, share exchange or
consummation of a sale or exchange of all or substantially all of the assets of
the corporation not made in the regular course of business for which a vote of
such shareholder is required, (ii) any corporate action that results in an
amendment of the articles of incorporation, which materially and adversely
affects rights with respect to a dissenter's shares because it alters or
abolishes a preferential right of the shares, creates, alters or abolishes a
right in respect of redemption, excludes or limits the right of the shares to be
voted on any matter or to cumulate votes, or reduces the number of shares owned
by the shareholder to a fraction of a share if the fractional share so created
is to be acquired for cash, (iii) any other corporate action taken pursuant to a
shareholder vote to the extent the bylaws or resolution of the board of
directors provides that voting or nonvoting shareholders are entitled to dissent
and to obtain payment for their shares. See the more detailed discussion of the
procedures for asserting dissenters rights under "The Merger - Dissenters'
Rights."

Under Delaware law, a stockholder is generally entitled to receive payment
of the appraised value of such stockholder's shares if the stockholder dissents
from a merger or consolidation. However, appraisal rights are not available to
holders of (i) shares listed on a national securities exchange or held of record
by more than 2,000 persons or (ii) shares of the corporation surviving a merger,
if the merger did not require the approval of the stockholders of such
corporation, unless in either case, the holders of such stock are required by
the terms of the merger to accept anything other than (a) shares of stock of the
surviving corporation, (b) shares of stock of another corporation which are also
listed on the national securities exchange or held by more than 2,000 holders,
or (c) cash in lieu of fractional shares of such stock. Appraisal rights are
not available for a sale of assets or an amendment to the CFB Certificate of
Incorporation. Because shares of CFB Common Stock are traded in the Nasdaq
National Market System, its stockholders are not, subject to the aforementioned
exceptions, entitled to any rights of appraisal in connection with mergers or
consolidations involving CFB.

<PAGE>

CONFLICTS OF INTEREST

Under Delaware law, a contract or transaction between a corporation and one
or more of its directors or officers, or between a corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a financial
interest, shall not be void or voidable solely for that reason, or solely
because the director or officer was present at or participated in the meeting of
the board or committee thereof which authorized the contract or transaction, or
solely because his or her vote was counted for such purpose, provided that the
contract or transaction is (i) authorized in good faith by the board of
directors, or (ii) ratified by the corporation's shareholders, or (iii) fair to
the corporation. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board which authorizes the contract
or transaction.

In general, Colorado's conflicts of interest statute is the same as
Delaware's statute, except that Colorado's conflict of interest statute does not
cover transactions between the corporation and its officers.

DIVIDENDS AND DISTRIBUTIONS

Distributions to shareholders of a Colorado corporation may not be made if
any such distribution would render the corporation unable to meet its
liabilities in the ordinary course of business or, if as a result of such
distribution, the excess of the corporation's assets over its liabilities would
be less than the liquidation preference of all shares having a preference on
liquidation over the class or series to which the distribution is made.

A Delaware corporation may make repurchases or redemptions that do not
impair capital and may pay dividends out of any surplus account (generally the
stockholders' equity of the corporation less the par value of the capital stock
outstanding) or, if there exists no surplus, out of net profits of the current
and preceding fiscal years (provided that certain provisions must be made for
preferences of outstanding stock having a liquidation preference). To determine
the surplus, assets and liabilities are valued at their current fair market
value. Assuming that such assets have a fair market value greater than their
book value and that liabilities have not increased in value to a greater extent,
such revaluation will increase the surplus of the corporation and thereby permit
the corporation to pay an increased dividend and/or to repurchase a greater
number of shares.

Financial and CFB are also subject to the policies of federal regulatory
authorities regarding payment of dividends, which generally limit dividends to
operating earnings. See "Business of Financial - Supervision and Regulation."

ANTI-TAKEOVER PROVISIONS

Pursuant to Delaware's Business Combinations Statute, if a person acquires
15% or more of the voting stock of a Delaware corporation, that person is
designated an interested shareholder and the corporation may not engage in
certain business combinations with such person for a period of three years.
However, an otherwise prohibited business combination may be permitted if one of
these conditions is met: (1) if prior to the date the person became an
interested shareholder, the board of directors approved either the business
combination or the transaction which resulted in the shareholder becoming an
interested shareholder; (2) the tender offer or other transaction by which the
person acquires 15% stock ownership is attractive enough that he is able to
acquire ownership in the same transaction of at least 85% of the outstanding
voting stock; or (3) the business combination is approved by the board and
authorized at an annual or special meeting of shareholders by the affirmative
vote of two-thirds of the outstanding voting shares held by uninterested
shareholders. A business combination is defined to include any of the
following: any merger or consolidation with the interested shareholder; any
sale, transfer or other disposition of assets to the interested shareholder if
the assets have a market value equal to or greater than 10% of the aggregate
market value of all of the corporation's assets; any transfer of stock of the
corporation to the interested shareholder, except for transfers in a conversion
or exchange or a pro rata distribution; and any receipt by the interested
shareholder of any loans, advances, guarantees, pledges or other financial
benefits, except for a pro rata transfer.

Colorado does not have a comparable statute.

CFB is party to a shareholders' rights agreement which could in certain
circumstances serve as a deterrent against a possible change of control not
approved by CFB's Board of Directors. Under the agreement, upon the occurrence
of

57
<PAGE>

certain events which result in a change of control as defined by the
agreement, registered holders of shares of CFB Common Stock are entitled to
purchase one-hundredth of a share of junior participating preferred stock of
the Company at a stated price, or to purchase shares of common stock in the
acquiring entity with a market value equal to two times the exercise price.
The rights may be redeemed by CFB in certain circumstances and expire in 2005.

CHARTER AMENDMENTS

Delaware law does not provide for shareholders, independently from the
board, to propose amendments to the certificate of incorporation. Delaware law
generally requires that, absent a greater requirement in the certificate or
articles of incorporation, a majority of the outstanding stock entitled to vote
thereon, and a majority of the outstanding stock of each class entitled to vote
as a class, must vote in favor of the amendment.

Under Colorado law, the holders of shares representing at least 10% of the
votes entitled to be cast on the amendment may propose an amendment to the
articles of incorporation. Colorado law, generally requires that the amendment
be approved by a majority of the votes entitled to be cast on the amendment by
any voting group with respect to which the amendment would create dissenters'
rights.

AMENDMENT OF BYLAWS

Delaware law provides that the power to adopt, amend or repeal bylaws shall
be in the shareholders entitled to vote; provided, however, any corporation may,
in its certificate of incorporation, confer the power to adopt, amend, or repeal
bylaws upon the directors. The fact that such power has been so conferred upon
the directors shall not divest the shareholders, nor limit their power to adopt,
amend or repeal bylaws.

Generally, Colorado law provides that the board may amend or repeal the
bylaws unless the articles reserve the power exclusively to the shareholders or
the bylaw expressly provides that the board shall not amend or repeal that
bylaw. A corporation's shareholders may amend or repeal the corporation's
bylaws even though the bylaws may also be amended or repealed by its board of
directors.

LEGAL MATTERS

The validity of the CFB Common Stock to be issued to the shareholders of
Financial in connection with the Merger will be passed upon for CFB by Lindquist
& Vennum P.L.L.P., Minneapolis, Minnesota. Patrick Delaney, a partner of
Lindquist & Vennum P.L.L.P., is a director of CFB and an owner of CFB Common
Stock and options to purchase CFB Common Stock. Certain federal income tax
consequences in connection with this Merger will be passed upon for Financial by
Lindquist & Vennum P.L.L.P., Minneapolis, Minnesota.

EXPERTS

The consolidated financial statements of CFB at December 31, 1995 and
1994, and for each of the three years in the period ended December 31, 1995,
incorporated by reference in this Proxy Statement-Prospectus which
constitutes a proxy statement of Financial and a prospectus and registration
statement of CFB, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report incorporated herein by reference, and
are incorporated by reference herein in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Financial as of December 31, 1995,
1994 and 1993 and for each of the years in the three-year period ended December
31, 1995 included herein have been included herein in reliance upon the report
of Van Dorn & Bossi, Certified Public Accountants, independent auditors,
appearing elsewhere herein, and given upon the authority of such firm as experts
in accounting and auditing.

<PAGE>

INDEX TO FINANCIAL STATEMENTS

The following financial statements of Financial are included in this Proxy
Statement-Prospectus:

Page
----

YEARS ENDED DECEMBER 31, 1995 AND 1994:

Independent Auditors' Report on the Consolidated Financial
Statements for the years ended December 31, 1995 and 1994. . . . . . . . . F-2

Consolidated Statements of Condition as of December 31, 1995 and 1994. . . F-3

Consolidated Statements of Income for the years ended
December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . F-5

Consolidated Statement of Shareholders' Equity for the years
ended December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . F-7

Consolidated Statements of Cash Flows for the years ended
December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . F-8

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . F-10

YEAR ENDED DECEMBER 31, 1993:

Independent Auditors' Report on the Consolidated Financial
Statement for the year ended December 31, 1993 . . . . . . . . . . . . . . F-21

Consolidated Statement of Condition as of December 31, 1993. . . . . . . . F-22

Consolidated Statement of Income and Retained Earnings for the
year ended December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . F-24

Consolidated Statement of Cash Flows for the year ended
December 31, 1993. . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-26

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . F-28

THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED):

Condensed Consolidated Statements of Condition
as of March 31, 1996 and 1995. . . . . . . . . . . . . . . . . . . . . . . F-34

Condensed Consolidated Statements of Income for the three months
ended March 31, 1996 and 1995. . . . . . . . . . . . . . . . . . . . . . . F-36

Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 1996 and 1995. . . . . . . . . . . . . . . . . . . . . . . F-37

Notes to Consolidated Condensed Financial Statements . . . . . . . . . . . F-38

F-1
<PAGE>

[LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT
----------------------------

Board of Directors and Shareholders
Financial Bancorp, Inc.

We have audited the accompanying consolidated statements of condition of
Financial Bancorp, Inc. and subsidiary as of December 31, 1995 and 1994, and the
related statements of income, shareholders' equity and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Financial Bancorp,
Inc. and subsidiary as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for the years then ended, in conformity with
generally accepted accounting principles.

As disclosed in Note A to the consolidated financial statements, Financial
Bancorp, Inc. changed its method of accounting for investment securities in
1994.

/s/ VAN DORN & BOSSI

Certified Public Accountants

March 8, 1996

F-2
<PAGE>

VAN DORN & BOSSI

FINANCIAL BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CONDITION

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
ASSETS 1995 1994
------ ------------- ------------
<S> <C> <C>
Cash and due from banks $2,572,915 $2,547,704

Interest bearing deposits with banks 198,000 100,000

Federal funds sold 4,400,000 2,200,000

Investment securities (Note B):
Securities available for sale 14,100,990 5,700,611
Securities held to maturity 21,961,810 33,283,375

Loans (Note C):
Commercial 15,012,504 12,933,758
Real estate 5,926,555 5,347,762
Consumer 4,007,947 2,862,368
------------- ------------

24,947,006 21,143,888
Less allowance for loan losses (525,043) (497,500)
------------- ------------

Net loans 24,421,963 20,646,388

Accrued interest receivable 675,605 646,080

Premises and equipment, net (Note D) 510,759 503,892

Other real estate owned 13,101 52,317

Deferred income taxes (Note E) 237,146 175,125

Other assets 53,195 43,681
------------- ------------

$69,145,484 $65,899,173
------------- ------------
------------- ------------
</TABLE>

F-3
<PAGE>

VAN DORN & BOSSI

DECEMBER 31,
----------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY 1995 1994
------------------------------------ ------------- ------------
<S> <C> <C>
Deposits:
Demand $7,726,186 $7,380,502
N.O.W. and Money Market 14,100,292 15,366,200
Savings 7,789,261 9,056,127
Time deposits:
$100,000 or over 15,217,638 12,568,570
Under $100,000 14,922,520 13,332,718
------------- ------------

59,755,897 57,704,117

Accrued interest payable 344,894 255,060

Income taxes currently payable (refundable) (23,266) 186,734

Other liabilities 47,433 34,333
------------- ------------

Total liabilities 60,124,958 58,180,244
------------- ------------
------------- ------------

Commitments (Note G)

Shareholders' equity (Notes G and H):
Common stock, no par value; 50,000 shares
authorized; 6,000 shares issued and
outstanding 4,466,579 4,457,514
Retained earnings 4,587,359 3,533,012
Net unrealized depreciation on securities
available for sale, net of tax of $18,794
and $152,773 (33,412) (271,597)
------------- ------------
Total shareholders' equity 9,020,526 7,718,929
------------- ------------
$69,145,484 $65,899,173
------------- ------------
------------- ------------
</TABLE>

See notes to consolidated financial statements.

F-4

<PAGE>

VAN DORN & BOSSI

FINANCIAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31,
----------------------------
1995 1994
------------- ------------
<S> <C> <C>
Interest income:
Loans $2,528,019 $1,763,543
Investment securities:
U.S. Treasury Notes 824,779 735,625
U.S. Government agencies 1,087,313 1,147,635
States and political subdivisions 142,618 159,486
Other investments 152,276 136,804
Federal funds sold 112,024 109,924
------------- ------------
Total interest income 4,847,029 4,053,017

Interest expense:
Deposits:
N.O.W. and Money Market 536,227 451,244
Savings 249,631 281,944
Certificates of deposit 1,525,975 1,035,970

------------- ------------
Total interest expense 2,311,833 1,769,158

Net interest income before
provision for loan losses 2,535,196 2,283,859

Provision for loan losses (credit) (45,000)
------------- ------------
Net interest income after
provision for loan losses $2,535,196 $2,328,859
</TABLE>

(Continued on following page)

F-5

<PAGE>

VAN DORN & BOSSI

FINANCIAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31,
----------------------------
(Continued from preceding page) 1995 1994
------------- ------------
<S> <C> <C>
Noninterest income:
Service charges and other fees $280,460 $238,797
Net realized gains on sales of securities 10,148 30,732
Gain on sale of other real estate owned 17,425
Other income 70,614 35,950
------------- ------------
Total noninterest income 378,647 305,479

Noninterest expense:
Salaries and employee benefits 684,812 662,053
Legal, professional and assessments 115,002 202,920
Data processing 110,230 119,381
Profit sharing plan contribution (Note G) 100,000 50,000
Printing and supplies 87,740 63,078
Occupancy expense 82,814 78,230
Insurance and bonds 31,511 26,100
Telephone 20,324 20,297
Expenses of other real estate owned 9,719 4,346
Other 230,344 220,256
------------- ------------

Total noninterest expense 1,472,496 1,446,661
------------- ------------

Income before income taxes 1,441,347 1,187,677

Provision for income taxes (Note E):
Currently payable 433,000 318,930
Deferred taxes (196,000) 15,000
------------- ------------

Provision for income taxes 237,000 333,930
------------- ------------

Net income $1,204,347 $853,747
------------- ------------
------------- ------------
</TABLE>

See notes to consolidated financial statements.

F-6

<PAGE>

VAN DORN & BOSSI

FINANCIAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
UNREALIZED
DEPRECIATION
ON SECURITIES
COMMON RETAINED AVAILABLE
STOCK EARNINGS FOR SALE TOTAL
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
Balance --
January 1, 1994 $4,457,514 $2,883,265 $7,340,779

Net change in
unrealized
depreciation on
securities
available for sale ($271,597) (271,597)

Net income 853,747 853,747

Cash dividends --
$34 per share (204,000) (204,000)

------------ ------------ ------------- ------------
Balance --
December 31, 1994 4,457,514 3,533,012 (271,597) 7,718,929

Net change in
unrealized
depreciation on
securities
available for sale 238,185 238,185

Purchase of 10
shares of common
stock (10,935) (10,935)

Sale of 10 shares
of common stock 20,000 20,000

Net income 1,204,347 1,204,347

Cash dividends --
$25 per share (150,000) (150,000)
------------ ------------ ------------- ------------
Balance --
December 31, 1995 $4,466,579 $4,587,359 ($33,412) $9,020,526
------------ ------------ ------------- ------------
------------ ------------ ------------- ------------
</TABLE>

See notes to consolidated financial statements.

F-7

<PAGE>

VAN DORN & BOSSI

FINANCIAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31,
----------------------------
(Continued from preceding page) 1995 1994
------------- ------------
<S> <C> <C>
Cash flows from financing activities:
Net change in noninterest bearing deposits $345,684 $982,208
Net change in interest bearing deposits 1,706,096 3,365,400
Dividends paid (150,000) (204,000)
Purchase of common stock (10,935)
Sale of common stock 20,000
------------- ------------

Net cash provided by financing activities 1,910,845 4,143,608
------------- ------------

Net increase in cash and cash equivalents 2,323,211 862,590

Cash and cash equivalents, beginning of year 4,847,704 3,985,114
------------- ------------

Cash and cash equivalents, end of year $7,170,915 $4,847,704
------------- ------------
------------- ------------

Supplemental disclosure of cash flow
information:

Cash paid for interest $2,221,999 $1,691,574

Cash paid for income taxes 643,000 121,796
</TABLE>

See notes to consolidated financial statements.

F-8

<PAGE>

VAN DORN & BOSSI

FINANCIAL BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1995 AND 1994

A. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Financial Bancorp, Inc. (the Company) is a unitary bank holding company
whose primary asset is 100% of the capital stock of Trinidad National Bank
(the Bank) which is engaged in general commercial banking in Las Animas and
a portion of Huerfano Counties of Colorado. The consolidated financial
statements include the accounts of the Company and the Bank. All
significant intercompany transactions and accounts have been eliminated in
consolidation.

The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles. In preparing the financial
statements, management is required to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses.
Material estimates that are particularly susceptible to significant change
in the near term relate to the determination of the allowance for loan
losses and the valuation of foreclosed real estate.

The Company has adopted the following significant generally accepted
accounting principles and policies.

Cash and cash equivalents is defined as cash and due from banks, interest
bearing deposits and federal funds sold. Generally, federal funds are sold
for a one-day period.

Effective January 1994, the Company adopted Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities"
(FAS 115). Management determines the appropriate classification of
investment securities at the time of purchase. In accordance with FAS 115,
investment securities are classified in two categories and accounted for as
follows:

Securities held to maturity represent securities for which the Company
has the positive intent and ability to hold to maturity. These
securities are reported at cost, adjusted for amortization of premiums
and accretion of discounts, which are recognized in interest income
using a method approximating the interest method over the period to
maturity.

Securities available for sale consist of securities not classified as
held to maturity. Available for sale securities are stated at fair
value, with the unrealized gains and losses, net of tax, reported as a
component of shareholders' equity.

F-9

<PAGE>

VAN DORN & BOSSI

Declines in the fair value of individual held to maturity and available
for sale securities below their cost that are other than temporary are
written down to their fair value with such write downs included in
income as realized losses. No such write downs occurred in 1995 or
1994.

Gains and losses on the sale of securities available for sale are
determined using the specific identification method.

Interest on loans is accrued daily based on principal amounts outstanding.
Loans are reviewed regularly by management and placed on nonaccrual when
the collection of principal or interest is considered unlikely or when the
loan is ninety days or more past due and the loan is not fully
collateralized and in the process of collection. When a loan is placed on
nonaccrual, interest accrued in the current year is charged against income;
interest accrued in any prior year is charged against the allowance for
loan losses unless there is a clear and documented abundance of collateral
and the collection of the interest is assured within a reasonable period of
time. Thereafter, no interest income is recognized unless received in cash
or until such time as the borrower demonstrates the ability to pay
principal and interest. Placement of a loan on nonaccrual does not
necessarily indicate a probable loss of principal or previously accrued but
unpaid interest.

The allowance for loan losses is established through charges to income in
the form of provisions for loan losses. Losses or recoveries are charged
or credited directly to the allowance. In general, the amount charged to
income is based on management's periodic evaluation of the loan portfolio
which considers factors such as historical loss experience, specific
problem loans, an evaluation of collateral and current economic, geographic
and industry conditions.

Real estate acquired through foreclosure is carried at the lower of the
Company's investment in the property at time of foreclosure or fair value,
net of estimated costs of disposal in the ordinary course of business. Any
write down upon foreclosure is charged to the allowance for loan losses.
Management reviews the value of such real estate periodically and, if a
further reduction in value has occurred, the carrying amount of the
property is written down by the establishment of a valuation allowance and
a corresponding charge to income. All ongoing costs associated with other
real estate owned are charged to income as incurred; any gain or loss from
the sale of these assets is recognized at closing.

Premises and equipment are recorded at cost. Depreciation is charged to
income over the estimated useful lives of the depreciable assets using the
straight-line method of accounting. The Company uses estimated useful
lives of 10-31 years for the building and improvements and 5-8 years for
furniture, fixtures and equipment.

F-10

<PAGE>

VAN DORN & BOSSI

The Bank's results of operations are included in the consolidated income
tax return of the Company. Income taxes are provided for in accordance
with a tax sharing agreement between the Bank and the Company which
essentially requires the Bank to compute its income tax provision and
related liability on a separate basis. The Bank remits income taxes
currently payable to the Company as if it were the Internal Revenue
Service. Deferred income tax assets and liabilities are maintained at the
Bank.

The income tax provision includes deferred income taxes resulting from the
recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the financial
statements or tax returns. Deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax
bases of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse (See Note E).

In the normal course of business, the Company enters into offbalance sheet
financial instruments including commitments to extend credit, commitments
under credit card arrangements, commercial letters of credit and standby
letters of credit. Such financial instruments are recorded in the
financial statements when they are funded or related fees are incurred or
received.

B. INVESTMENT SECURITIES:

The carrying and approximate fair values of investment securities are as
follows (rounded):

<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
December 31, 1995:
securities available
for sale:

U.S. Treasury
securities $10,492,800 $99,300 ($27,700) $10,564,300

U.S. Government
agencies 3,660,400 6,200 (129,900) 3,536,700
------------ ------------ ------------- -----------
$14,153,200 $105,500 ($157,600) $14,101,000
------------ ------------ ------------- -----------
------------ ------------ ------------- -----------
</TABLE>

F-11

<PAGE>

VAN DORN & BOSSI

<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
Securities held to
maturity:

U.S. Treasury
securities $2,902,700 $3,900 ($5,300) $2,901,300

U.S. Government
agencies 13,576,900 111,000 (77,000) 13,610,900

Obligations of
states and
political
subdivisions 2,784,600 17,100 (18,700) 2,783,000
Other securities 2,697,600 67,700 (39,500) 2,725,800
------------ ------------ ------------- ------------
$21,961,800 $199,700 ($140,500) $22,021,000
------------ ------------ ------------- ------------
------------ ------------ ------------- ------------

December 31, 1994:
Securities available
for sale:

U.S. Government
agencies $6,098,800 $3,900 ($436,900) $5,665,800
Obligations of
states and
political
subdivisions 26,200 8,600 34,800
------------ ------------ ------------- ------------
$6,125,000 $12,500 ($436,900) $5,700,600
------------ ------------ ------------- ------------
------------ ------------ ------------- ------------

Securities held to
maturity:

U.S. Treasury
securities $14,876,500 $6,700 ($466,600) $14,416,600
U.S. Government
agencies 12,126,500 24,200 (616,400) 11,534,300
obligations of
states and
political
subdivisions 3,336,000 24,200 (160,900) 3,199,300
Other securities 2,944,400 4,300 (110,700) 2,838,000
------------ ------------ ------------- ------------
$33,283,400 $59,400 ($1,354,600) $31,988,200
------------ ------------ ------------- ------------
------------ ------------ ------------- ------------
</TABLE>

Gross realized gains and losses on sales of U.S. Government and
agency securities for 1995 and 1994 were:

F-12

<PAGE>

VAN DORN & BOSSI

<TABLE>
<CAPTION>
1995 1994
------------- ------------
<S> <C> <C>
Gross realized gains:
Securities available for sale $5,205 $46,819
Securities held to maturity 9,353

Gross realized losses:
Securities available for sale 16,087
Securities held to maturity 4,410
------------- -----------
$10,148 $30,732
------------- -----------
------------- -----------
</TABLE>

The scheduled maturities of investment securities at December 31, 1995 are
shown below (rounded). Maturities may differ from contractual maturities as
borrowers may have the right to call or prepay obligations with or without
call or prepayment penalties.

Amortized Fair
Cost Value
Securities available for sale: ------------- ------------
Due in one year or less $4,199,300 $4,226,800
Due after one year through five years 8,009,200 7,972,000
Due after ten years 1,944,700 1,902,200
------------- ------------
$14,153,200 $14,101,000
------------- ------------
------------- ------------

Securities held to maturity:
Due in one year or less $4,587,900 $4,577,200
Due after one year through five years 7,608,600 7,611,700
Due after five years through ten years 3,356,700 3,457,900
Due after ten years 6,408,600 6,374,200
------------- ------------
$21,961,800 $22,021,000
------------- ------------
------------- ------------

The par value of investment securities aggregated $36,336,000 and
$39,501,000 at December 31, 1995 and 1994. Securities having an amortized
cost of approximately $11,499,000 and $11,156,000 at December 31, 1995 and
1994 have been pledged to secure public deposits and for other purposes
required or permitted by law.

C. LOANS AND ALLOWANCE FOR LOAN LOSSES:

In the ordinary course of business, certain of the Company's shareholders,
directors, executive officers and their affiliates were customers of the
Company. All loans and commitments included in such transactions were made
on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other
persons and did not involve more than the normal risk of collectibility.

F-13

<PAGE>

VAN DORN & BOSSI

Loans aggregating $190,298 and $248,796 at December 31, 1995 and 1994,
respectively,- have been made to these individuals and their affiliates;
the Company has outstanding letters of credit or commitments to extend
credit to these individuals and affiliates totalling $88,014 at December
31, 1995.

Loans on which interest accruals have been discontinued were $316,300 and
$312,500, at December 31, 1995 and 1994, respectively. If interest on those
loans had been accrued, such income would have approximated $12,000 for
1995 and $52,600 for 1994.

The Company services loans for investors and earns a fee for the servicing.
The balance of such loans is not included in the consolidated statements of
condition; unpaid balances approximated $7,920,300 and $7,221,900 at
December 31, 1995 and 1994, respectively.

An analysis of the allowance for loan losses follows:

1995 1994
------------- ------------
<S> <C> <C>
Balance, beginning of year $497,500 $494,697
Provision for loan losses (credit) (45,000)
Loans charged off (15,960) (55,977)
Recoveries 43,503 103,780
------------- ------------
Balance, end of year $525,043 $497,500
------------- ------------
------------- ------------
</TABLE>

D. PREMISES AND EQUIPMENT:

Premises and equipment consists of:

DECEMBER 31,
----------------------------
1995 1994
------------- ------------
<S> <C> <C>
Land $77,685 $77,685
Building and improvements 715,812 711,122
Furniture, fixtures and equipment 513,799 455,370
------------- ------------
1,307,296 1,244,177
Less accumulated depreciation and

amortization (796,537) (740,285)
------------- ------------
$510,759 $503,892
------------- ------------
------------- ------------
</TABLE>

F-14

<PAGE>

VAN DORN & BOSSI

E. INCOME TAXES:

In 1992, the Company changed its method of accounting for income taxes from
the deferred method to the liability method required by FAS No. 109,
"Accounting for Income Taxes." In 1995, management determined that it was
more likely than not that the Company would realize the benefits
attributable to $4,784,000 in Colorado tax net operating loss
carryforwards. Accordingly, the Company recorded a $239,000 tax benefit
with a corresponding increase in the deferred income tax asset account. In
1995, the Bank recorded a normal state tax provision of $25,000 which has
been reflected as a reduction in the aforementioned deferred tax charge.
The realization of the deferred income tax asset balance is dependent upon
the Company's ability to generate taxable income in future periods. The
Company expects to be able to fully realize the December 31, 1995 deferred
tax asset balance.

The provision for income taxes does not bear a normal relationship to the
federal statutory rate of 34% primarily due to tax exempt interest income
and the recording of the tax benefit attributable to Colorado net tax
operating loss carryforwards as noted in the preceding paragraph. The major
components of deferred income taxes reflected in the consolidated
statements of income and statements of condition are as follows:

1995 1994
------------- ------------
<S> <C> <C>
Statements of income:
Depreciation expense $9,325 $18,798
Colorado tax net operating loss
carryforwards (214,000)
Other real estate owned 12,828
Cash to accrual conversion (Section 481) (22,456)
Allowance for loan losses 16,785
All other 8,675 (10,955)
------------- ------------
($196,000) $15,000
------------- ------------
------------- ------------

Statements of condition:
Deferred tax assets:
Colorado tax net operating loss
carryforwards $214,000
Allowance for loan losses 37,397 $37,397
Municipal bond reserve and other 10,647 19,322
Unrealized depreciation on securities
available for sale 18,794 152,773
------------- ------------
280,838 209,492
------------- ------------
Deferred tax liabilities:
Depreciation differences 30,218 20,893
Cash to accrual adjustment and other 13,474 13,474
------------- ------------
43,692 34,367
------------- ------------
Deferred tax asset, net $237,146 $175,125
------------- ------------
------------- ------------
</TABLE>

F-15

<PAGE>

VAN DORN & BOSSI

F. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS:

FAS No. 107, "Disclosures about Fair Value of Financial
Instruments," requires disclosure of fair value of all financial
instruments for which it is practicable to estimate that value. Fair value
is defined in FAS No. 107 as the amount at which an instrument could be
exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale. In defining fair value, FAS No. 107 indicates
that quoted market prices are the preferred means of estimating the value
of a specific instrument. However, when quoted market prices are not
available, fair values should be determined using various valuation
techniques such as discounted cash flow calculations.

Due to the nature of its business and the financing needs of its customers,
the Company is involved with a large number of financial instruments, many
of which an active market does not exist. Accordingly, the Company has used
various valuation techniques to estimate the fair value of its financial
instruments. These techniques are significantly affected by the assumptions
used, including the discount rate and the estimated timing and amount of
cash flows, to value similar instruments. As a result, the fair value
estimates cannot be substantiated by comparisons to independent markets
and, in many cases, could not be realized by the immediate sale or
settlement of the instrument. Furthermore, . the estimates reflect a point
in time valuation that could change significantly based on changes in
outside economic factors such as the general level of interest rates.
Accordingly, the estimates presented herein are not necessarily indicative
of the amounts the Company could realize in a current market exchange.
Because FAS No. 107 excludes certain financial instruments and all
nonfinancial instruments from its disclosure requirements, any aggregation
of the fair value amounts presented would not represent the underlying
market value of the Company.

In cases where quoted market prices were not available, fair values were
estimated using discounted cash flow. For financial instruments with a
remaining average life to maturity of one year or less, carrying amounts
were us ed as an approximation of fair values. The use of discount rates
and cash flow estimates could have a significant effect on fair value
amounts. In accordance with the provisions of FAS No. 107, the estimated
fair values of credit card loans, residential real estate mortgage loans
and deposits do not take into account the fair values of long-term
relationships, which are integral parts of the related financial
instruments. The disclosed estimated fair values of such instruments would
increase significantly if the fair values of the long-term relationships
were considered.

The following assumptions were used in estimating the fair value of
specific financial instruments.

F-16

<PAGE>

VAN DORN & BOSSI

Cash and due from banks, including interest bearing deposits and federal
funds sold -- fair value equals or approximates the carrying amount as
these items have no interest rate or credit risk.

Investment securities -- fair value is based primarily on available market
quotes. If market quotes were not available, fair values were based on
market quotes of similar instruments.

Loans -- the loan portfolio consists of both variable and fixed rate loans.
The carrying amounts of variable rate loans, a majority of which reprice
within the next twelve months and for which there has been no significant
change in credit risk, were assumed to approximate fair values. The fair
values for fixed rate loans were estimated using discounted cash flows,
where possible. The discount rates applied were based on the current
interest rates for loans with similar terms to borrowers of similar credit
quality.

Deposit liabilities -- the fair value of demand deposits, savings accounts
and certain money market deposits is defined by FAS No. 107 to be equal to
the amount payable on demand at the date of the financial statements. Fair
value of fixed rate deposits were estimated based on discounted cash flows.

Loan commitments and Letters of Credit -- in that the majority of the
Company's commitments have variable rates, it was estimated that such
instruments do not expose the Company to interest rate risk. In addition,
the Company normally includes as a condition for advance that the Company,
at any time, in its absolute discretion, may terminate the right of the
borrower to borrow additional amounts pursuant to the terms of the note.

The estimated fair values of the financial instruments at December 31, 1995
are as follows (rounded):

Carrying
Amount Fair Value
------------- ------------
<S> <C> <C>
Financial assets:
Cash and due from banks $2,572,900 $2,572,900
Interest bearing deposits with banks 198,000 198,000
Federal funds sold 4,400,000 4,400,000
Securities available for sale 14,101,000 14,101,000
Securities held to maturity 21,961,800 22,021,000
Loans, net of allowance 24,422,000 24,391,000

Financial liabilities:
Deposits:
Noninterest bearing 7,726,200 7,726,200
Interest bearing:
Savings and NOW 22,796,900 22,796,900
Time deposits 30,140,200 30,156,000
</TABLE>

F-17

<PAGE>

VAN DORN & BOSSI

G. OTHER MATTERS:

The Company has significant concentrations of public deposits as follows:

DECEMBER 31,
----------------------------
1995 1994
------------- ------------
<S> <C> <C>
Demand $432,302 $465,436
NOW and Money Market 3,823,478 3,127,505
Savings 121,865 83,302
Time 7,887,646 6,711,290
------------- -----------
$12,265,291 $10,387,533
------------- ------------
------------- ------------
</TABLE>

The Bank is subject to dividend restrictions set forth by the Comptroller
of the Currency (OCC). Under such restrictions, the Bank may not, without
the prior approval of the OCC, declare dividends in excess of the sum of
the current year's earnings, as defined, plus the retained earnings, as
defined, from the prior two years. The dividends that the Bank may declare
without OCC approval approximated $1,440,700 at December 31, 1995.

The Bank is also required to maintain minimum amounts of capital to total
"risk weighted" assets, as defined by the banking regulators. At December
31, 1995, the Bank is required to have minimum Tier 1 and Total capital
ratios of 4% and 8%, respectively. The Bank's actual ratios at that date
were 25.1% and 26.4%, respectively. The Bank's leverage ratio at December
31, 1995 was 11.8%.

The Company has a profit sharing plan covering substantially all employees.
The Company's contribution is determined annually by the Board of Directors
and can not exceed 15% of all eligible participants' compensation.
Contributions of $100,000 and $50,000 were approved and paid in 1995 and
1994.

In the normal course of business, the Company enters into commitments to
extend credit under lines and standby letters of credit and credit card
programs which all include exposure to some credit loss in the event of
nonperformance by the borrower. These credit instruments involve varying
degrees of credit and interest rate risk which are not reflected in the
consolidated financial statements. These instruments generally have fixed
expiration dates and do not necessarily represent future cash requirements
since they often expire unused. The Company's criteria for entering into
such instruments are normally the same as those for loans made in the
ordinary course of business. In addition, the Company uses the same
evaluation methodology in determining if any credit losses may be incurred
as a result of utilization by the borrower. At December 31, 1995 and 1994,
such unused commitments to extend credit approximated $2,552,300 and
$3,899,000, respectively; the Company anticipates no losses resulting from
these commitments.

F-18

<PAGE>

VAN DORN & BOSSI

H. SUBSEQUENT EVENT:

On March 8, 1996, the Company entered into an Agreement and Plan of Merger
(the Agreement) with Community First Bankshares, Inc. (CFB) whereby the
shareholders of the Company will receive shares of CFB in a non-taxable
exchange. The Agreement is conditioned upon the completion of certain
requirements including, but not limited to, approval by the shareholders of
the Company and obtaining requisite federal regulatory approvals.

F-19

<PAGE>

[LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
Financial Bancorp, Inc.

We have audited the accompanying consolidated statement of condition of
Financial Bancorp, Inc. and subsidiary as of December 31, 1993, and the related
statements of income and retained earnings and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

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

/s/ VAN DORN & BOSSI
Certified Public Accountants

January 31, 1994

F-20

<PAGE>

VAN DORN & BOSSI

FINANCIAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CONDITION

DECEMBER 31, 1993

<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash and due from banks $2,185,114

Federal funds sold 1,800,000

Investment securities (approximate market value
of $39,939,027 (Note B) 39,412,081

Loans (Note C):
Commercial 8,910,722
Real estate 4,899,322
Consumer 2,448,040
Other 445,709
------------
16,703,793
Less allowance for loan losses (494,697)
------------
Net loans 16,209,096

Accrued interest receivable 556,459

Premises and equipment, net (Note D) 507,647

Other real estate owned 118,531

Deferred income taxes (Note E) 37,352

Other assets 57,479
------------
$60,883,759
------------
------------
</TABLE>

F-21

<PAGE>

VAN DORN & BOSSI

LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C>
Deposits:
Demand $6,398,294
N.O.W. and Money Market 14,082,855
Savings 10,026,220
Time deposits:
$100,000 or over 10,331,917
Under $100,000 12,517,223
------------
53,356,509

Accrued interest payable 177,394

Income taxes currently payable (refundable) (10,400)

Other liabilities 19,477
------------

Total liabilities 53,542,980

COMMITMENTS (Note F)

SHAREHOLDERS' EQUITY (Note F):
Common stock, no par value; 50,000 shares
authorized; 6,000 shares issued and outstanding 4,457,514
Retained earnings 2,883,265
------------
Total shareholders' equity 7,340,779
------------
$60,883,759
------------
------------
</TABLE>

See notes to consolidated financial statements.

F-22

<PAGE>

VAN DORN & BOSSI

FINANCIAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS

YEAR ENDED DECEMBER 31, 1993

<S> <C>
Interest income:
Loans $1,671,592
Investment securities:
U.S. Treasury Notes 656,888
U.S. Government agencies 1,314,580
States and political subdivisions 104,937
Other investments 125,498
Federal funds sold 63,075
------------
Total interest income 3,936,570

Interest expense:
Deposits:
N.O.W. and Money Market 365,942
Savings 316,159
Certificates of deposit 848,734
------------
Total interest expense 1,530,835

Net interest income before
provision for loan losses 2,405,735

Provision for loan losses
------------
Net interest income after
provision for loan losses $2,405,735
</TABLE>

(Continued on following page)

F-23

<PAGE>

VAN DORN & BOSSI

FINANCIAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 1993

<S> <C>
(Continued from preceding page)

Other income:
Service charges and other fees $231,598
Gain on sale of SBA loans 93,212
Other income 45,469
------------
Total noninterest income 370,279

Other expense:
Salaries and employee benefits 663,195
Legal, professional and assessments 216,635
Data processing 108,441
Expenses of real estate acquired
through foreclosure 86,237
Printing and supplies 76,841
Occupancy expense 67,589
Profit sharing plan contribution (Note F) 65,000
Insurance and bonds 29,681
Telephone 20,100
Other 227,490
------------
Total noninterest expense 1,561,209
------------

Income before income taxes 1,214,805

Provision for income taxes (Note E):
Currently payable 175,600
Deferred taxes 240,400
------------
Provision for income taxes 416,000
------------
Net income 798,805

Retained earnings -- January 1, 1993 2,204,460

Cash dividends paid -- $20 per share (120,000)
------------
Retained earnings -- December 31, 1993 $2,883,265
------------
------------
</TABLE>

See notes to consolidated financial statements.

F-24

<PAGE>

VAN DORN & BOSSI

FINANCIAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 1993

<S> <C>
Cash flows from operating activities:
Net income $798,805
Adjustments to reconcile net cash provided by (applied
to) operating activities:
Depreciation 41,552
Deferred taxes 207,821
Amortization of premium and discounts on investment
securities (27,812)
Loss on sale of other real estate owned 22,504
Decrease in assets:
Accrued interest receivable 16,703
Other assets 11,257
(Decrease) in liabilities:
Accrued interest and other liabilities (113,188)
Income taxes payable (85,569)
------------
Net cash provided by operating activities 872,073
------------
Cash flows from investing activities:
Sales and maturities of investment securities 14,920,143
Purchase of investment securities (21,473,591)
(Increase) in loans, net (941,461)
Purchase of premises and equipment (173,722)
Sales of other real estate owned 916,242
------------
Net cash (used in) investing activities ($6,752,389)
------------
</TABLE>

(Continued on following page)

F-25
<PAGE>

VAN DORN & BOSSI

FINANCIAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 1993

(Continued from preceding page)
<S> <C>
Cash flows from financing activities:
Net change in non-interest bearing deposits $839,651
Net change in interest bearing deposits 5,170,796
Dividends paid (120,000)
------------
Net cash provided by financing activities 5,890,447
------------
Net increase in cash and cash equivalents 10,131

Cash and cash equivalents, beginning of year 3,974,983
------------
Cash and cash equivalents, end of year $3,985,114
------------
------------

Supplemental disclosure of cash flow information:
Cash paid for interest $1,555,640
Cash paid for income taxes 289,174
</TABLE>

See notes to consolidated financial statements.

F-26
<PAGE>

VAN DORN & BOSSI

FINANCIAL BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 1993

A. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company has adopted the following significant generally accepted
accounting principles and policies.

Cash and cash equivalents include cash on hand, balances due from banks,
interest bearing deposits and federal funds sold for purposes of reporting
cash flows. Generally, federal funds are sold for a one-day period.

In accordance with generally accepted accounting principles, investment
securities are classified as either held for investment or held in trading
accounts. At December 31, 1993, management determined that all securities
should be classified as held for investment. Historically, the Company
purchased securities with the stated purpose and intent to hold the
securities to maturity and, therefore, not engage in trading accounts.

Investment securities are recorded at cost, adjusted for accretion of
discount and amortization of premium, computed by a method approximating
the interest method. Because these securities are purchased for
investment, gains and losses are recognized upon disposal or when
management determines that a permanent decline in value exists. Gains or
losses on disposition are based on net proceeds and the adjusted carrying
amount of the securities sold, using the specific identification method.

F-27
<PAGE>

VAN DORN & BOSSI

Effective with the year ending December 31, 1994, investment securities
will be classified as held to maturity, trading accounts or available for
sale as mandated by Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." Generally, held to
maturity securities will be reported at amortized cost; trading securities
will be reported at fair value, with unrealized gains and losses included
in earnings; and available for sale investments will be reported at fair
value, with unrealized gains and losses excluded from earnings and reported
in a separate component of shareholders' equity, net of related taxes.
Management will determine classifications for all securities securities
effective January 1994.

Interest on loans is accrued daily based on principal amounts outstanding.
Loans are reviewed regularly by management and placed on non-accrual when
the collection of principal or interest is considered unlikely or when the
loan is ninety days or more past due and the loan is not fully
collateralized and in the process of collection. When a loan is placed on
non-accrual, interest accrued in the current year is charged against
income; interest accrued in any prior year is charged against the allowance
for loan losses unless there is a clear and documented abundance of
collateral and the collection of the interest is assured within a
reasonable period of time. Thereafter, interest income is not recognized
until received in cash or until such time as the borrower demonstrates the
ability to pay principal and interest. Placement of a loan on non-accrual
does not necessarily indicate a probable loss of principal or previously
accrued but unpaid interest.

Premises and equipment are recorded at cost. Depreciation is charged to
income over the estimated useful lives of the depreciable assets using the
straight-line method of accounting.

F-28
<PAGE>

VAN DORN & BOSSI

In 1992, the Company adopted Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes", which requires the recognition of
deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax
bases of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse. At December 31,
1993, deferred tax assets and liabilities primarily relate to differences
between the financial and tax return bases of the allowance for loan losses
and other real estate owned and the former use of the cash method of
reporting operations for tax purposes.

In the normal course of business, the Company enters into offbalance sheet
financial instruments such as commitments to extend credit and the issuance
of letters of credit. Such financial instruments are recorded in the
financial statements when they become payable.

B. INVESTMENT SECURITIES:

The carrying and approximate market values of investment securities at
December 31, 1993 are as follows:

<TABLE>
<CAPTION>
Gross Gross Approximate
Carrying Unrealized Unrealized Market
Value Gains Losses Value
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
U.S. Treasury
securities $13,451,747 $265,668 $8,683 $13,708,732
U.S. Government
agencies 20,101,770 347,445 39,459 20,409,756
Obligations of
states and
political
subdivisions 3,647,888 22,383 50,375 3,619,896
Other securities 21,210,676 9,435 19,468 2,200,643
------------ ------------ ------------ -----------
$39,412,081 $644,931 $117,985 $39,939,027
------------ ------------ ------------ -----------
------------ ------------ ------------ -----------
</TABLE>

F-29
<PAGE>

VAN DORN & BOSSI

The carrying and approximate market values by contractual maturity at
December 31, 1993 are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
Approximate
Carrying Market
Value Value
----------- -----------
<S> <C> <C>
Due in one year or less $5,870,239 $5,919,104
Due after one year through five years 18,470,812 18,698,806
Due after five years through ten years 6,102,885 6,257,646
Due after ten years 8,968,145 9,063,471
----------- -----------
$39,412,081 $39,939,027
----------- -----------
----------- -----------
</TABLE>

The par value of investment securities aggregated $39,316,542 at December
31, 1993. Securities having a carrying value of approximately $10,280,000
have been pledged to secure public deposits and for other purposes required
or permitted by law.

C. LOANS AND ALLOWANCE FOR LOAN LOSSES:

Loans aggregating $257,095 at December 31, 1993 have been made to these
individuals and their affiliates; the Bank has outstanding letters of
credit or commitments to extend credit to these individuals and affiliates
totalling $52,700 at December 31, 1993.

Loans on which interest accruals have been discontinued were $503,514 at
December 31, 1993. If interest on those loans had been accrued, such
income would have approximated $75,500 for 1993.

The Company also services loans for investors and earns a fee for the
servicing. The balance of such loans is not included in the consolidated
statement of condition; unpaid balances approximated $6,461,100 at December
31, 1993.

An analysis of the allowance for loan losses for 1993 follows:

Balance, January 1, 1993 $482,003
Loans charged off (68,832)
Recoveries 811526
-----------
Balance, December 31, 1993 $494,697
-----------
-----------

F-30
<PAGE>

VAN DORN & BOSSI

D. PREMISES AND EQUIPMENT:

Premises and equipment at
December 31, 1993 consists of:

Land $77,685
Building and improvements 692,578
Furniture, fixtures and equipment 428,182
------------
1,198,445
Less accumulated depreciation and amortization (690,798)
------------
$507,647
------------
------------

The Company has established estimated useful lives of 10-31 years for the
bank building and improvements and 5-8 years for furniture, fixtures and
equipment.

E. INCOME TAXES:

The provision for income taxes does not bear a normal relationship to the
federal statutory rate of 34% primarily due to tax exempt interest income.
The major components of deferred income taxes reflected in the consolidated
statement of income and retained earnings and statement of condition for
1993 and the year then ended are as follows:

<TABLE>
<CAPTION>
<S> <C>
Statement of income and retained earnings:
Other real estate owned $253,000
Depreciation expense 10,000
Cash to accrual conversion (Section 481) (23,000)
------------
$240,000
------------
------------

Statement of condition:
Deferred tax assets:
Allowance for loan losses $54,182
Other real estate owned 12,828
Municipal bond reserve and other 6,272
------------
73,283
------------
Deferred tax liabilities:
Depreciation differences (2,095)
Cash to accrual adjustment and other (35,930)
------------
(38,025)
------------
Deferred tax asset, net $37,352
------------
------------
</TABLE>

F-31
<PAGE>

VAN DORN & BOSSI

F. OTHER MATTERS:

The Company has significant concentrations of public deposits at December
31, 1993 as follows:

$182,686
Demand 3,424,137
NOW and Money Market 72,324
Savings 6,032,904
Time ------------
$9,712,051
------------
------------

The Bank is subject to dividend restrictions set forth by the Comptroller
of the Currency (OCC). Under such restrictions, the Bank may not, without
the prior approval of the OCC, declare dividends in excess of the sum of
the current year's earnings, as defined, plus the retained net profits, as
defined, from the preceding two years. The dividends that the Bank may
declare without OCC approval approximated $1,218,000 at December 31, 1993.

The Bank is also required to maintain minimum amounts of capital to total
"risk weighted" assets, as defined by the banking regulators. At December
31, 1993, the Bank is required to have minimum Tier 1 and total capital
ratios of 4% and 8%, respectively. The Bank's actual ratios at that date
were 30.6% and 31.9%, respectively.

The Company has a profit sharing plan covering substantially all employees.
The Company's contribution is determined annually by the Board of Directors
and can not exceed 15% of all eligible participants' compensation. A
contribution of $65,000 was approved and paid in 1993.

In the normal course of business, the Company enters into commitments to
extend credit under lines and standby letters of credit which all include
exposure to some credit loss in the event of nonperformance by the
borrower. These credit instruments involve varying degrees of credit and
interest rate risk which are not reflected in the consolidated financial
statements. These instruments generally have fixed expiration dates and do
not necessarily represent future cash requirements since they often expire
unused. The Company's criteria for entering into such instruments are
normally the same as those for loans made in the ordinary course of
business. In addition, the Company uses the same evaluation methodology in
determining if any credit losses may be incurred as a result of utilization
by the borrower. At December 31, 1993, such unused commitments to extend
credit approximated $1,196,600; the Company anticipates no losses resulting
from these commitments.

F-32
<PAGE>

FINANCIAL BANCORP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(Unaudited)

<TABLE>
<CAPTION>
MARCH 31,
---------------------------
ASSETS 1996 1995
------ ------------ ------------
<S> <C> <C>
Cash and due from banks $2,882,000 $2,423,000

Interest bearing deposits 99,000 199,000

Federal funds sold 2,950,000

Investment securities:
Available for sale 15,536,000 5,615,000
Held to maturity 21,170,000 33,843,000

Loans, net of allowances of $508,000
and $502,000 for loan losses 25,020,000 21,436,000

Accrued interest receivable 471,000 455,000

Premises and equipment, net 502,000 496,000

Other assets 553,000 579,000
------------ ------------
$69,183,000 $65,046,000
------------ ------------
------------ ------------
</TABLE>

F-33
<PAGE>

<TABLE>
<CAPTION>
MARCH 31,
---------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995
------------------------------------ ------------ ------------
<S> <C> <C>
Deposits:
Demand $5,765,000 $5,924,000
N.O.W., Money Market and Savings 22,274,000 23,848,000
Time deposits 31,366,000 26,662,000
------------ ------------

59,405,000 56,434,000

Federal funds purchased 200,000

Accrued interest payable 418,000 344,000

Other liabilities 134,000 159,000
------------ ------------

Total liabilities 59,957,000 57,137,000

SHAREHOLDERS' EQUITY:
Common stock, no par value; 50,000
shares authorized; 6,000 shares
issued and outstanding 4,467,000 4,457,000
Retained earnings 4,841,000 3,635,000
Net unrealized depreciation on securities
available for sale, net (82,000) (183,000)
------------ ------------

Total shareholders' equity 9,226,000 7,909,000
------------ ------------
$69,183,000 $65,046,000
------------ ------------
------------ ------------
</TABLE>
See notes to condensed consolidated financial statements

F-34
<PAGE>

FINANCIAL BANCORP INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1996 1995
------------ ------------
<S> <C> <C>
Interest income:
Loans $644,000 $645,000
Investment securities 537,000 566,000
Federal funds sold and other 56,000 21,000
------------ ------------
Total interest income 1,237,000 1,232,000

Interest expense:
Deposits:
N.O.W., Money Market and Savings 176,000 194,000
Certificates of deposit 427,000 355,000
------------ ------------
Total interest expense 603,000 549,000

Net interest income before
provision for loan losses 634,000 683,000

Provision for loan losses
------------ ------------
Net interest income after
provision for loan losses 634,000 683,000

Noninterest income 79,000 63,000

Noninterest expenses:
Salaries and employee benefits 180,000 199,000
Data processing 16,000 28,000
Occupancy expense 26,000 39,000
Other 101,000 88,000
------------ ------------
Total noninterest expense 323,000 354,000
------------ ------------
Income before income taxes 390,000 392,000

Provision for income taxes 136,000 140,000
------------ ------------
Net income $254,000 $252,000
------------ ------------
------------ ------------
</TABLE>

See notes to condensed consolidated financial statements

F-35
<PAGE>

FINANCIAL BANCORP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities $254,000 $252,000

Adjustments to reconcile net income to net cash
provided by (applied to) operating activities:
Decrease in accrued interest receivable 205,000 191,000
(Increase) in other assets (250,000) (308,000)
Increase in federal funds purchased 200,000
Increase in accrued interest payable 73,000 89,000
Increase (decrease) in other liabilities 110,000 (62,000)
------------ ------------
Net cash provided by operating activities 392,000 362,000

Cash flows from investing activities:
(Purchases) sales of securities, net:
Available for sale (1,435,000) 86,000
Held to maturity 792,000 (560,000)
(Increase) in loans, net (598,000) (790,000)
Decrease in premises and equipment, net 9,000 8,000
------------ ------------
Net cash (used in) investing activities (1,232,000) (1,256,000)

Cash flows from financing activities:
Net change in noninterest bearing deposits (1,961,000) (1,457,000)
Net change in interest bearing deposits 1,610,000 187,000
Dividend paid (150,000)
Net change in unrealized depreciation of
securities available for sale (49,000) 88,000
------------ ------------
Net cash (used in) financing activities (400,000) (1,332,000)
------------ ------------

Net (decrease) in cash and cash equivalents (1,240,000) (2,226,000)

Cash and cash equivalents, beginning of period 7,171,000 4,848,000
------------ ------------

Cash and cash equivalents, end of period $5,931,000 $2,622,000
----------- ------------
----------- ------------
</TABLE>

See notes to condensed consolidated financial statements.

F-36
<PAGE>

FINANCIAL BANCORP, INC. AND SUBSIDIARY

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

THREE MONTHS ENDED MARCH 31, 1996 AND 1995

A. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Financial Bancorp, Inc. (the Company) is a unitary bank holding company
whose primary asset is 100% of the capital stock of Trinidad National Bank
(the bank) which is engaged in general commercial banking in Las Animas and
a portion of Huerfano Counties of Colorado. The condensed consolidated
financial statements include the accounts of the Company and the Bank. All
significant intercompany transactions and accounts have been eliminated in
consolidation.

Reference is made to the consolidated financial statements of the Company
included elsewhere in this Registration Statement for disclosure of the
Company's significant accounting policies used in the preparation of the
financial statements. Those consolidated financial statements, including
notes thereto, should be read in conjunction with the condensed financial
statements.

The financial information as of March 31, 1996 and 1995 and for the three
month periods ended March 31, 1996 and 1995 is unaudited. In the opinion
of the Company, the condensed statements included all adjustments,
consisting only of normal recurring adjustments, which are necessary for a
fair presentation of the financial position, results of operations and cash
flows for the interim periods. Operating results for the three months ended
March 31, 1996 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1996.

B. AGREEMENT AND PLAN OF MERGER:

On March 8, 1996, the Company entered into an Agreement and Plan of Merger
(the Agreement) with Community First Bankshares, Inc. (CFB)
whereby the shareholders of the Company will receive shares of CFB in a
non-taxable exchange. The Agreement is conditioned upon the completion of
certain requirements including, but not limited to, approval by the
shareholders of the Company. The Company has received requisite approvals
from both federal and State of Colorado regulatory agencies.

F-37

<PAGE>

APPENDIX A

RESTATED AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of March 8, 1996 (the "Agreement"),
by and among Community First Bankshares, Inc., a Delaware corporation ("CFB"),
Trinidad Acquisition Corporation, a Colorado corporation ("Acquisition
Subsidiary") and Financial Bancorp, Inc., a Colorado corporation ("Financial").

WHEREAS, the Boards of Directors of CFB, Acquisition Subsidiary and
Financial have approved, and deem it advisable and in the best interests of
their respective companies and their stockholders to consummate the business
combination transaction provided for herein in which Acquisition Subsidiary will
be merged with and into Financial (the "Merger");

WHEREAS, CFB and Financial desire to make certain representations,
warranties, covenants and agreements in connection with the Merger and also to
prescribe various conditions to the Merger; and

WHEREAS, for Federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization under the provisions of Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code").

NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, and
intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE 1

THE MERGER

1.1 EFFECTIVE TIME OF THE MERGER. Subject to the provisions of this
Agreement, a certificate of merger (the "Certificate of Merger") in
substantially the form as attached hereto as EXHIBIT A shall be duly prepared,
executed and acknowledged by CFB, Acquisition Subsidiary and Financial and
thereafter delivered for filing to the Secretary of State of the State of
Colorado, as provided in the Colorado Business Corporation Act (the "Colorado
Act"), on the Closing Date (as defined in Section 1.2). The Merger shall become
effective upon the filing of the Certificate of Merger with the Secretary of
State of Colorado or at such other time as CFB and Financial may agree in
writing to provide in the Certificate of Merger (the "Effective Time").
Notwithstanding the immediately preceding sentence, however, the parties intend
that the effective date and time of the Closing, as defined in Section 1.2
below, for both financial and tax reporting purposes, shall be as of the close
of business on the Closing Date.

1.2 CLOSING. Subject to the terms and conditions hereof, the closing of
the Merger (the "Closing") will take place after the satisfaction or waiver
(subject to applicable law) of the latest to

A-1

<PAGE>

occur of the conditions set forth in Article 6 hereof (the "Closing Date"), at
the offices of Lindquist & Vennum, P.L.L.P., in Denver, Colorado, unless another
time, date or place is agreed to in writing by the parties hereto. Each of the
parties agrees to use its best efforts to cause the Merger to be completed
within thirty (30) business days after the satisfaction or waiver of the
conditions set forth in Article 6 of this Agreement.

1.3 EFFECTS OF THE MERGER.

(a) At the Effective Time: (i) the separate existence of the
Acquisition Subsidiary shall cease and the Acquisition Subsidiary shall be
merged with and into Financial; (ii) the Articles of Incorporation of the
Acquisition Subsidiary, as in effect immediately prior to the Effective Time
shall be the Articles of Incorporation of the Surviving Corporation until duly
amended in accordance with applicable law; (iii) the By-laws of the Acquisition
Subsidiary, as in effect immediately prior to the Effective Time shall be the
By-laws of the Surviving Corporation until amended in accordance with applicable
law; (iv) CFB, as the holder of all of the outstanding common stock of the
Acquisition Subsidiary, shall continue as sole shareholder of the Surviving
Corporation; and (v) the holders of certificates representing shares of
Financial Common Stock (as defined in Section 2.1(a) below) shall cease to have
any rights as shareholders of Financial, except such rights, if any, as they may
have pursuant to Article 113 of the Colorado Act, and their sole right shall be
the right to receive (A) the number of whole shares of CFB Common Stock (as
defined in Section 2.1(a) below) into which their shares of Financial Common
Stock have been converted in the Merger as provided herein (together with any
dividend payments with respect thereto, to the extent provided in Section 2.2(c)
below), and (B) the cash value of any fraction of a share of CFB Common Stock
into which their shares of Financial Common Stock have been converted as
provided herein.

(b) As used in this Agreement, the term "Constituent Corporations"
shall mean Financial and the Acquisition Subsidiary. The term "Surviving
Corporation" shall mean Financial, after giving effect to the Merger.

(c) At and after the Effective Time, the Merger will have the effects
set forth in Section 7-111-106 of the Colorado Act.

1.4 CALCULATION OF FINANCIAL SHARE VALUE. Subject to the provisions of
Section 4.1(k), as of the last day of the month immediately preceding the
Effective Time (the "Determination Date"), Financial shall prepare a
consolidated balance sheet of Financial in accordance with generally accepted
accounting principles, excluding any footnotes that might be required to be
included with such financial statements (the "Determination Date Balance
Sheet"), together with a consolidated statement of income (the "Interim Income")
for the period from January 1, 1996 to the Determination Date (the "Interim
Income Statement"), such consolidated statement of income shall be prepared in
accordance with generally accepted accounting principles and excluding any
footnotes that might be required to be included with such statements (the
"Determination Date Balance Sheet and Interim Income Statement are herein
referred to as the "Determination Date Financial Statements"). The
Determination Date Financial Statements shall be delivered to CFB as soon as
they are prepared. For purposes of this Agreement, the "Financial Share Value"
shall be the sum of (i) the Net Worth (as

A-2

<PAGE>

hereinafter defined) of Financial, as reflected on the Determination Date
Balance Sheet, plus (ii) Three Million Nine Thousand Four Hundred Seventy-Four
Dollars ($3,009,474.00), divided by (iii) the number of shares of Financial
Common Stock outstanding. "Net Worth" shall be equal to the total consolidated
assets of Financial minus the sum of (i) the total consolidated liabilities of
Financial, as reflected on the Determination Date Balance Sheet, prepared in
accordance with this Section 1.4. "Net Worth" shall be adjusted by the
following adjustments to the Determination Date Balance Sheet as follows: (i)
excluding the effect of any FASB 115 adjustment; (ii) the elimination of any
loss on the sale of securities permitted by Section 4.3(f); and (iii) the amount
of the Loan Loss Reserve which exceeds the required level as provided in
Section 4.1(k)(xxiv) shall increase Net Worth (after tax effect, if any). Total
consolidated liabilities of Financial shall include, without limitation,
provisions for taxes and the expenses of the preparation of final tax return for
Financial.

ARTICLE 2
EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

2.1 EFFECT ON CAPITAL STOCK.

(a) CONVERSION. At the Effective Time, by virtue of the Merger and
without any action on the part of any holder of shares of common stock, no par
value, of Financial ("Financial Common Stock"), subject to Section 2.2(e), each
issued and outstanding share of Financial Common Stock, other than shares of
Financial Common Stock held by persons who have taken all steps required to
perfect their right to be paid the fair value of such shares under Article 113
of the Colorado Act, shall be converted into validly issued, fully paid and
nonassessable shares of common stock of CFB, $.01 par value ("CFB Common
Stock"). The number of shares of CFB Common Stock exchanged for shares of
Financial Common Stock shall be calculated in accordance with Section 2.1(b).
All such shares of Financial Common Stock shall no longer be outstanding and
shall automatically be canceled and retired and shall cease to exist. Each
Financial shareholder's certificate or certificates previously representing
shares of Financial Common Stock (each a "Financial Certificate") shall be
aggregated (if a single stockholder holds more than one Financial Certificate)
and exchanged for a certificate representing whole shares of CFB Common Stock
and cash in lieu of any fractional share issued in consideration therefor upon
the surrender of such Financial Certificates in accordance with Section 2.2,
without any interest thereon. In the event that, subsequent to the date of this
Agreement but prior to the Effective Time, the outstanding shares of CFB Common
Stock shall have been increased, decreased, changed into or exchanged for a
different number or kind of shares or securities through a reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other similar change in CFB's capitalization, then an appropriate and
proportionate adjustment shall be made to the "Exchange Rate", as hereinafter
defined, so that the number of shares of CFB Common Stock into which a share of
Financial Common Stock shall be converted will equal the number of shares of CFB
Common Stock that the holders of shares of Financial Common Stock would have
received pursuant to such reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar change had the
record date therefor been immediately following the Closing Date.

A-3

<PAGE>

(b) EXCHANGE RATE. Subject to the adjustments provided in Section
2.1(a) above, the number of shares of CFB Common Stock to be exchanged for each
share of Financial Common Stock (the "Exchange Rate") shall be as determined
below.

(i) if the "CFB Trading Value" (as hereinafter defined) of the CFB
Common Stock is less than $19.50 the Exchange Rate shall be determined by
dividing the Financial Share Value by $19.50, provided that the Board of
Directors of Financial have determined, at their sole discretion, that it is in
the best interest of Financial and its shareholders to complete the transaction
contemplated by this agreement; and

(ii) if the Trading Value of the CFB Common Stock is greater than or
equal to $19.50 the Exchange Rate shall be determined by dividing the Financial
Share Value by the CFB Trading Value.

For purposes of this Agreement, the "CFB Trading Value" of the CFB Common
Stock shall be the average of the per share closing price for the CFB Common
Stock as reported by the NASDAQ National Market System for the 20 trading days
ending at the end of the fourth trading day immediately preceding the Closing
Date (as appropriately and proportionately adjusted in the event that, between
the date hereof and the termination of such twenty trading day period, shares of
CFB Common Stock shall be changed into a different number of shares or a
different class of shares by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares or readjustment or stock dividend).
Calculations will be rounded to three decimal places. Any fractional share of
CFB Common Stock will be paid in cash in accordance with Section 2.2(e).
Illustrations of the above Exchange Rate calculations are attached as EXHIBIT
2.1(B) hereto and incorporated herein by reference.

(c) SHAREHOLDERS' RIGHT OF DISSENT. Any holder of shares of
Financial Common Stock who does not vote in favor of the Merger at the meeting
of shareholders of Financial and has given notice in writing to the presiding
officer prior to the Merger vote that he or she intends to demand payment for
his or her shares of Financial Common Stock if the Merger is effectuated, shall
be entitled to receive the value of the Financial Common Stock so held by him or
her in accordance with Article 113 of the Colorado Act and his or her shares of
Financial stock shall be deemed subject to the provisions of Article 113 of the
Colorado Act.

2.2 EXCHANGE OF CERTIFICATES.

(a) EXCHANGE AGENT. At the Closing, CFB shall deposit with Norwest
Bank Minnesota, N.A. or such other bank or trust company acceptable to the
parties (the "Exchange Agent"), for the benefit of the holders of shares of
Financial Common Stock, certificates dated the Closing Date representing the
shares of CFB Common Stock and the cash to be paid in lieu of fractional shares
(such cash and certificates for shares of CFB Common Stock together with any
dividends or distributions with respect thereto, being hereinafter referred to
as the "Exchange Fund") to be issued and paid pursuant to Section 2.1 in
exchange for the outstanding shares of Financial Common Stock.

A-4

<PAGE>

(b) EXCHANGE PROCEDURES. Within five (5) business days after the
Closing Date, CFB shall cause the Exchange Agent to mail to each holder of
record of a Financial Certificate or Financial Certificates (i) a letter of
transmittal which shall specify that delivery shall be effective, and risk of
loss and title to the Financial Certificate(s) shall pass, only upon delivery of
the Financial Certificate(s) to the Exchange Agent and which shall be in such
form and have such other provisions as CFB and Financial may reasonably specify
not later than five business days before the Closing Date and (ii) instructions
for use in effecting the surrender of the Financial Certificate(s) in exchange
for a certificate representing shares of CFB Common Stock and the cash to be
paid in lieu of any fractional share. Within five (5) business days of the
surrender of a shareholder's Financial Certificate or Financial Certificates (or
affidavit and indemnification as provided in Section 2.2(g)) for cancellation to
the Exchange Agent together with such letter of transmittal, duly executed, the
holder of such Financial Certificate(s) shall be entitled to receive in exchange
therefor (1) a certificate representing the number of whole shares of CFB Common
Stock and (2) a check representing the amount of the cash to be paid in lieu of
a fractional share, if any, and unpaid dividends and distributions, if any,
which such holder has the right to receive in respect of the Financial
Certificate(s) surrendered, as provided in Section 2.2(c) below, and the
Financial Certificate(s) so surrendered shall forthwith be canceled. No
interest will be paid on the cash in lieu of fractional shares and unpaid
dividends and distributions, if any, payable to holders of Financial
Certificates. In the event of a transfer of ownership of Financial Common Stock
which is not registered in the transfer records of Financial, a CFB Certificate
representing the proper number of shares of CFB Common Stock, together with a
check for the cash to be paid in lieu of a fractional share, may be issued to
such a transferee if the Financial Certificate representing such Financial
Common Stock is presented to the Exchange Agent, accompanied by all documents
required to evidence and effect such transfer. Any applicable stock transfer
taxes shall be paid by CFB.

(c) DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES; VOTING. The
Exchange Agent shall receive and hold, for distribution without interest to the
first record holder of the certificate or certificates representing shares of
Financial Common Stock, all dividends and other distributions paid on shares of
CFB Common Stock held in the Exchange Agent's name as agent. Holders of
unsurrendered Financial Certificates shall not be entitled to vote after the
Closing Date at any meeting of CFB shareholders until they have exchanged their
Financial Certificates.

(d) TRANSFERS. After the Effective Time, there shall be no transfers
on the stock transfer books of Financial of the shares of Financial Common Stock
which were outstanding immediately prior to the Effective Time. If, after the
Effective Time, Financial Certificates are presented to the Surviving
Corporation, they shall be canceled and exchanged for the shares of CFB Common
Stock and cash, in an amount as determined in accordance with the provisions of
Section 2.1(a) and this Section 2.2, deliverable in respect thereof pursuant to
this Agreement. Financial Certificates surrendered for exchange by any person
constituting an "affiliate" of Financial for purposes of Rule 145(c) under the
Securities Act of 1933, as amended (the "Securities Act"), shall not be
exchanged until CFB has received a written agreement from such person as
provided in Section 5.5.

A-5

<PAGE>

(e) FRACTIONAL SHARES. No fractional shares of CFB Common Stock
shall be issued pursuant hereto. In lieu of the issuance of any fractional
share, cash adjustments will be paid to holders in respect of any fractional
share of CFB Common Stock that would otherwise be issuable, and the amount of
such cash adjustment shall be equal to such fractional proportion of the Trading
Value of a share of CFB Common Stock. For purposes of calculating fractional
shares, a holder of Financial Common Stock with more than one Financial
Certificate shall receive cash only for the fractional share remaining after
aggregating all of its, his or her Financial Common Stock to be exchanged.

(f) TERMINATION OF EXCHANGE FUND. Any portion of the Exchange Fund
(including the proceeds of any investments thereof and any CFB Common Stock)
that remains unclaimed by the shareholders of Financial for twelve months after
the Closing Date shall be paid to CFB. The Exchange Agent shall give notice to
shareholders of Financial for whom Exchange Funds are held thirty (30) days
prior to the date upon which the Exchange Fund shall be paid to CFB. Any
shareholders of Financial who have not theretofore complied with this Article 2
prior to the payment of the Exchange Fund to CFB shall thereafter look only to
CFB for payment of their shares of CFB Common Stock, and cash in an amount as
determined in accordance with the provisions of Section 2.1(a) and this Section
2.2, without any interest thereon. Notwithstanding the foregoing, none of CFB,
Financial, the Exchange Agent nor any other person shall be liable to any former
holder of shares of Financial Common Stock for any amount properly delivered to
a public official pursuant to applicable abandoned property, escheat or similar
laws.

(g) LOST OR DESTROYED SHARES. In the event any Financial Certificate
shall have been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the person claiming such Financial Certificate to be lost, stolen
or destroyed and indemnification to CFB for any loss or expense incurred by CFB
arising by reason of the lost, stolen or destroyed certificate, the Exchange
Agent will issue in exchange for such lost, stolen or destroyed Financial
Certificate the shares of CFB Common Stock, and cash in an amount as determined
in accordance with the provisions of Section 2.1(a) and this Section 2.2,
deliverable in respect thereof pursuant to this Agreement.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

3.1 REPRESENTATIONS AND WARRANTIES OF FINANCIAL. In order to induce CFB
to enter into this Agreement, Financial represents and warrants to CFB, in all
material respects, as of the date of this Agreement (except as otherwise
expressly provided), as follows, except as disclosed on the attached EXHIBIT B
(the "Financial Disclosure Schedule") and the schedules thereunder which are
numbered to correspond to the representations set forth below:

(a) BANK SUBSIDIARY ORGANIZATION. Trinidad National Bank (the
"Bank") is a national banking association duly organized and validly existing
and in good standing under the laws of the United States with an authorized
capital of $600,000, consisting of 6,000 shares of one class of common stock,
par value $100.00 per share. All of the shares of stock of the Bank which are
presently issued and outstanding, have been validly issued, fully paid and,
subject to 12 U.S.C. Section 55

A-6

<PAGE>

(1982), non-assessable, and there are no stock options or other commitments
outstanding pursuant to which the Bank is obligated to issue additional shares
of such stock or purchase or redeem any outstanding shares of such stock.

(b) FINANCIAL ORGANIZATION. Financial is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Colorado, with authorized capital stock consisting of 50,000 shares of common
stock, no par value per share, of which 6,000 shares are issued and outstanding.
Financial has all requisite power, authority, charters, licenses and franchises
necessary or required by law to carry on the business activity in which it is
presently engaged, except where the failure to have any such power, authority,
charters, licenses or franchises would not reasonably be expected to have a
material adverse effect on Financial. Financial is registered as a bank holding
company under Section 1841 of Title 12, United States Code, as amended (the
"Bank Holding Company Act"). Financial has no direct or indirect subsidiaries
except the Bank and is not a partner to any partnership. Except as set forth in
Section 3.1(b) of the Financial Disclosure Schedule, Financial owns all of the
shares of Bank stock, free and clear of any liens or encumbrances.

(c) ENFORCEABILITY. Subject to the required approval of the Merger
by the shareholders of Financial, Financial has the corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder. The execution, delivery and performance of this Agreement by
Financial and the consummation of the transactions contemplated hereby have been
duly authorized by the Board of Directors of Financial. Subject to approval by
the Financial shareholders and of government agencies and other governing bodies
having regulatory authority over Financial or the Bank as may be required by
statute or regulation, this Agreement constitutes a valid and binding obligation
of Financial, enforceable against it in accordance with its terms.

(d) LIMITATION OF BANK'S POWERS. There are no proceedings or actions
pending by any federal or state regulatory body having authority over the Bank
to limit or impair any of the Bank's powers, rights and privileges, to terminate
deposit insurance or to dissolve the Bank.

(e) CORPORATE RECORDS. Financial's Articles of Incorporation and
Bylaws, and the Bank's Articles of Association and Bylaws are each unchanged
from the form in which they were delivered to CFB on or before the date of this
Agreement. The minute books of Financial and the Bank contain reasonably
complete and accurate records of all meetings and corporate actions of each of
their respective shareholders and Boards of Directors.

(f) INSURED STATUS OF BANK. The Bank is an insured bank under the
provisions of Chapter 16 of Title 12, United States Code Annotated, known as the
"Federal Deposit Insurance Act," and no act or default on the part of any of the
Bank exists that could reasonably be expected to have a material adverse effect
on Bank's status as an insured bank thereunder. The Bank possesses and is in
full compliance with all licenses, franchises, permits and other governmental
authorizations that are legally required to hold its properties or conduct its
business, except where the failure to possess any such licenses, franchises,
permits or other governmental authorizations would not reasonably be expected to
have a material adverse effect on Financial.

A-7

<PAGE>

(g) NO DEFAULT; CREATION OF LIENS. Neither the execution and
delivery of this Agreement, nor the consummation of the Merger will (i) conflict
with, result in the breach of, constitute a default under or accelerate the
performance provided by the terms of (A) any judgment, order or decree of any
court or other governmental agency to which Financial or the Bank may be
subject, (B) any of the "Material Contracts," as hereinafter defined, or (C) the
Articles of Incorporation/Association or Bylaws of Financial or the Bank, or
(ii) constitute an event that, with the lapse of time or action by a third
party, would result in a default under any of the foregoing or result in the
creation of any lien, charge or encumbrance upon the Financial Common Stock or
any of the Bank's capital stock.

(h) FINANCIAL STATEMENTS. The following financial statements of the
Bank and Financial (the "Financial Statements") have been delivered to CFB and
are incorporated by reference herein:

(i) The Consolidated Reports of Condition and Income of the Bank as
of December 31 for each of the years 1993, 1994 and 1995 as filed with the
Office of the Comptroller of Currency; and

(ii) The audited financial statements of Bank, prepared in accordance
with generally accepted auditing principles for each of the years ended December
31, 1993, 1994, and 1995 compiled financial statements of Financial for each of
the years ended December 31, 1993, 1994, and 1995.

Each of the aforementioned financial statements is, and the Determination Date
Balance Sheet will be (when delivered pursuant to Section 1.4), true and correct
in all material respects, and together they fairly present, in accordance with
generally accepted accounting principles (applied on a consistent basis except
as disclosed in the footnotes thereto and except that the unaudited financial
statements are subject to any adjustments which might be required as a result
of an examination of independent accountants) the financial position and
results of operation of each of the respective Bank and Financial as of the
dates and for the periods therein set forth. To the knowledge of Financial,
such financial statements did not, as of the date of the preparation thereof,
exclude any material assets or omit to state any material liability, absolute
or contingent, the inclusion or omission of which renders such financial
statements, in light of the circumstances in which they were made, misleading
in any material respect. Since December 31, 1995, there has been no material
adverse change in the financial condition, results of operation or business of
the Bank and Financial, taken as a whole (other than changes in banking laws or
regulations, changes in generally accepted accounting principles or
interpretations thereof that affect the banking industry generally, or changes
in general economic conditions that affect the banking industry on a
nationwide basis, including changes in the general level of interest rates).
Materiality, for the purpose of this Agreement, shall be deemed to be an amount
which impacts earnings by three percent (3%) or more.

(i) FIDELITY INSURANCE. The Bank is insured under a Banker's Blanket
Bond which is in full force and effect and the Bank has not received notice of
cancellation or non-renewal thereof, or filed any claim thereunder during the
past five years. There are no unresolved claims.

A-8

<PAGE>

(j) EMPLOYMENT CONTRACTS. Except as set forth in Section 3.1(j) of
the Financial Disclosure Schedule, neither Financial nor the Bank is a party to
or bound by any written or oral (i) employment or consulting contract that is
not terminable without penalty by Financial or the Bank on 30 days' or less
notice or (ii) any collective bargaining agreement covering employees.

(k) EMPLOYEE BENEFITS. Section 3.1(k) of the Financial Disclosure
Schedule lists every employee benefit plan within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which
the Bank or Financial maintain or to which the Bank or Financial contribute on
behalf of current or former employees of the Bank or Financial. All of the
plans and programs listed in Section 3.1(k) of the Financial Disclosure Schedule
(hereinafter referred to as the "Plans") are in compliance in all material
respects with all applicable requirements of ERISA and all other applicable
federal and state laws. Each of the Plans that is a defined benefit pension
plan has assets with an aggregate value that exceeds the present value of its
liability for accrued benefits, all as determined on a termination basis. None
of the Plans has, engaged in a "prohibited transaction", within the meaning of
Section 4975 of the Code or Section 406 of ERISA, none of the Plans which is
subject to Title IV of ERISA or any trust created thereunder has been terminated
nor have there been any "reportable events" as that term is defined in Section
4043 of ERISA with respect to any Plan and none of the Plans has incurred an
accumulated funding deficiency within the meaning of Section 412(a) of the Code.

(l) LITIGATION. No claims have been asserted by written notice to
Financial and no relief has been sought against Financial, the Bank or any of
the Plans in any pending litigation or governmental proceedings or otherwise.
Neither Financial nor the Bank is a party to any unsatisfied order, judgment or
decree which is adverse to Financial or the Bank, and neither Financial nor the
Bank (i) is the subject of any cease and desist order, or other formal or
informal enforcement action by any regulatory authority; or (ii) has made any
commitment to or entered into any agreement with any regulatory authority that
restricts or adversely affects its operations or financial condition. To the
knowledge of Financial, there do not exist facts that would reasonably be
expected to give rise to a material claim against Financial or the Bank after
the Closing Date.

(m) TAXES. Each of Financial and the Bank have filed all federal and
state income tax returns and all other returns with respect to any taxes, either
federal, state or local, which it is required to have filed; said returns have
been correctly and accurately prepared; all taxes reflected thereon have been
paid or adequately accrued for; no notice of any deficiency, assessments or
additions to tax have been received by Financial or the Bank; neither Financial
nor the Bank has waived any statute of limitations with respect to any taxes
reflected on said returns; and deferred taxes have been properly reflected on
the Financial Statements. Except as set forth in Section 3.1(m) of the
Financial Disclosure Schedule, there are no other taxes of any kind or character
for which either Financial or the Bank is or may be liable which are now past
due, delinquent and/or unpaid.

(n) TITLE TO PROPERTY. The Bank has good and marketable title to all
material assets and properties, whether real or personal, that it purports to
own, including without limitation all real and personal assets and properties
reflected in its Consolidated Reports of Condition and Income as

A-9

<PAGE>

of December 31, 1995, or acquired subsequent thereto (except to the extent that
such assets and properties have been disposed of for fair value in the ordinary
course of business since December 31, 1995) subject to no liens, mortgages,
security interests, encumbrances or charges of any kind, except (i) as noted in
said Consolidated Reports or the Schedules thereto; (ii) statutory liens for
taxes not yet delinquent; (iii) security interests granted to secure deposits of
funds by federal, state or other governmental agencies; (iv) minor defects and
irregularities in title and encumbrances that do not materially impair the use
thereof for the purposes for which they are held by the Bank as of the date
hereof; and (v) such liens, mortgages, security interests, encumbrances and
charges that are not in the aggregate material to the assets and properties of
such Bank.

(o) INSURANCE POLICIES. Financial has delivered to CFB true,
accurate and complete copies of all insurance policies of Financial and the Bank
as of the date of this Agreement. Each such policy is in full force and effect,
with all premiums due thereon on or prior to the date of this Agreement having
been paid as and when due.

(p) BANK PROPERTY. All buildings, structures, fixtures, and
appurtenances comprising the premises of the Bank are in good condition subject
to ordinary wear and tear. Except for the facts set forth in the Assessment (as
hereinafter defined), Financial and the Bank are, and have been at all times, in
substantial compliance with all applicable Environmental Laws (as defined
below), and have not engaged in any activity resulting in a material violation
of any applicable Environmental Law. To the best knowledge of Financial, there
is no legal, administrative, or other proceeding, claim, investigation (with
respect to which Financial is aware), inquiry, order, hearing or action of any
nature seeking to impose, or that would reasonably be expected to result in the
imposition, on Financial or the Bank, of any liability arising from any
violation of or obligation under any local, state or federal environmental
statute, regulation or ordinance including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended ("Environmental Laws"), pending or, to the knowledge of Financial,
threatened against Financial or the Bank; to the knowledge of Financial and
except for the facts set forth in the Assessment, there is no reasonable basis
for any such proceeding, claim, investigation, inquiry, order, hearing or
action; and neither Financial nor the Bank is subject to any agreement, order,
judgment, or decree by or with court, governmental authority or third party
imposing any such environmental liability. No claims have been made by any
governmental authority or third party against Financial since it was
incorporated, or the Bank during the past ten (10) years relating to damage,
contribution, cost recovery, compensation, loss or inquiry resulting from any
violation of or obligation under any Environmental Laws.

(q) CONDUCT OF BUSINESS. Except for the facts set forth in the
Assessment, the Bank and Financial are in compliance in all material respects
with all laws, regulations and orders (including zoning ordinances) applicable
to them and to the conduct of their business, including without limitation, all
statutes, rules and regulations pertaining to the conduct of the Bank's banking
activities (including the exercise of fiduciary and trust powers), except where
the failure to comply would not reasonably be expected to have a material
adverse effect on Financial.

A-10

<PAGE>

(r) LOAN ALLOWANCE AND DOCUMENTATION. Financial's consolidated
allowance for losses on loans included in the Financial Statements as of
September 30, 1995 was $522,726, representing 2.09% of its total consolidated
loans held in portfolio. The amount of such allowance for losses on loans was
adequate to absorb reasonably expectable losses in the loan portfolio of the
Bank and there are no facts which would cause it to increase the level of such
allowance for losses on loans. The loan portfolio of the Bank as of September
30, 1995 in excess of such reserves is, to the knowledge and belief of the
executive officers of the Bank based on past loan loss experience, fully
collectible in accordance with the terms of the documentation relating to the
loans in such portfolio. The documentation relating to loans made by the Bank
and relating to all security interests, mortgages and other liens with respect
to all collateral for such loans, taken as a whole, is adequate for the
enforcement of the material terms of such loans and of the related security
interests, mortgages and other liens; the terms of such loans and of the related
security interests, mortgages and other liens comply in all material respects
with all applicable laws, rules and regulations (including laws, rules and
regulations relating to the extension of credit). There are no loans, leases,
other extensions of credit or commitments to extend credit of the Bank that have
been or should in accordance with generally acceptable accounting principles,
have been classified by the Bank as nonaccrual, as restructured, as 90 days past
due, as still accruing and doubtful of collection or any comparable
classification. Financial has provided to CFB true, correct and complete in all
material respects such written information concerning the loan portfolios of the
Bank as CFB has requested.

(s) LEASES AND CONTRACTS. Except as set forth in Section 3.1(s) of
the Financial Disclosure Schedule, neither the Bank nor Financial is a party to
or bound by any written or oral (i) lease or license with respect to any
property, real or personal, with a value in excess of $20,000, whether as a
lessor, lessee, licensor or licensee; (ii) contract or commitment for capital
expenditures in excess of $20,000 for any one project or $50,000 in the
aggregate; (iii) contract or commitment for total expenses in excess of $20,000
made in the ordinary course of business for the purchase of materials, supplies,
or for the performance of services for a period of more than 180 days from the
date of this Agreement; or (iv) contract or option for the purchase or sale of
any real or personal property other than in the ordinary course of business (all
such agreements, contracts, and commitments collectively are herein referred to
as the "Material Contracts"). The Bank and Financial have performed in all
material respects all obligations required to be performed by them to date, and
are not in material default under, and no event has occurred which, with the
lapse of time or action by a third party, could result in a material default
under any of the Material Contracts to which the Bank or Financial is a party or
by which the Bank or Financial is bound. Each of the Material Contracts is a
valid and legally binding obligation of the Bank and the other party or parties
thereto, subject to (i) all applicable bankruptcy, insolvency, moratorium or
other similar laws affecting the enforcement of creditors' rights generally, and
(ii) the application of equitable principles if equitable remedies are sought.

(t) SHAREHOLDER LISTS. Financial has furnished to CFB a current
shareholder list as of the date set forth therein that (i) sets forth the record
name and number of shares held by each holder of common stock of Financial and
(ii) identifies each shareholder who is an officer or director of the Bank or
Financial.

A-11

<PAGE>

(u) BANK PRINCIPALS. No director or executive officer of Financial
or the Bank, nor any holder of ten percent or more of the outstanding capital
stock of Financial, nor any affiliate of such person as that term is defined
under 12 U.S.C. Section 371(c) ("Bank Principal") (i) is or has during the
period subsequent to December 31, 1995, been a party (other than as a depositor)
to any transaction with the Bank, whether as a borrower or otherwise, which
(a) was made other than in the ordinary course of business; (b) was made on
other than substantially the same terms, including interest rate and collateral,
as those prevailing at the time for comparable transactions for other persons;
or (c) involves more than the normal risk of collectibility or presents other
unfavorable features; or (ii) is a party to any loan or loan commitment, whether
written or oral, from the Bank involving an amount in excess of $10,000. Except
as set forth in Section 3.1(u) of the Financial Disclosure Schedule, no Bank
Principal holds any position with any depository organization other than the
Bank or Financial. For the purposes of this provision, the term "depository
organization" means a commercial bank (including a private bank), a savings
bank, a trust company, a savings and loan association, a homestead association,
a cooperative bank, an industrial bank, a credit union, or a depository holding
company.

(v) INFORMATION SUPPLIED. None of the information supplied in
writing or to be supplied in writing by Financial or the Bank for inclusion or
incorporation by reference in (i) the "Registration Statement" (as hereinafter
defined) will, at the time the Registration Statement becomes effective under
the Securities Act of 1993, as amended (the "Securities Act"), contain any
untrue statement of a material fact or omit 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 are made, not misleading except to the extent
specified in writing by Financial prior to the Registration Statement becoming
effective and (ii) the "Prospectus-Proxy Statement" (as hereinafter defined) and
any amendment or supplement thereto will, at the date of mailing to the CFB and
Financial stockholders and at the times of the meetings of stockholders of
Financial and CFB to be held in connection with the Merger, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading. Financial will use its reasonable best efforts to cause those
portions of the Registration Statement supplied by Financial in writing to
comply in all material respects with applicable law.

(w) AGREEMENTS WITH BANK REGULATORS. Except as set forth in Section
3.1(w) of the Financial Disclosure Schedule, neither Financial nor the Bank:
(i) is a party to any written agreement or memorandum of understanding with;
(ii) is subject to any order or directive by; (iii) is subject to any
extraordinary supervisory letter from; or (iv) has adopted any board resolutions
at the request of, federal or state governmental entities charged with the
supervision or regulation of Bank or bank holding companies or engaged in the
insurance of bank deposits ("Bank Regulators"), nor has Financial been advised
by any Bank Regulators that it is contemplating issuing or requesting any such
order, directive, written agreement, memorandum of understanding, extraordinary
supervisory letter, commitment letter, board resolutions or similar undertaking.

3.2 REPRESENTATIONS AND WARRANTIES OF CFB. CFB represents and warrants to
Financial, in all material respects, as of the date of this Agreement (except as
otherwise expressly provided) as follows:

A-12

<PAGE>

(a) CFB ORGANIZATION. CFB is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, with
authorized capital stock consisting of 14,000,000 shares of common stock, par
value of $.01 per share, of which 11,396,072 shares were issued and outstanding
as of September 30, 1995 and 900,000 shares of preferred stock, of which 230,000
shares of 7% cumulative convertible preferred stock, stated value $100.00 per
share, were issued and outstanding as of September 30, 1995. CFB has all
requisite power, authority, charters, licenses and franchises necessary or
required by law to carry on the business activity in which it is presently
engaged. CFB is registered as a corporation under Section 1841 of Title 12,
United States Code, as amended (the "Bank Holding Company Act").

(b) REPORTS. CFB and the CFB Subsidiaries have filed all reports,
registrations and statements, together with any required amendments thereto,
that they were required to file with (i) the Securities and Exchange Commission
("SEC"), including, but not limited to, Forms 10-K, Forms 10-Q and proxy
statements, (ii) the Federal Reserve Board, (iii) the FDIC, (iv) the Comptroller
and (v) any applicable state securities or banking authorities. All such
reports and statements filed with any such regulatory body or authority are
collectively referred to herein as the "CFB Reports." As of their respective
dates, the CFB Reports complied in all material respects with all the rules and
regulations promulgated by the SEC, the Federal Reserve Board, the FDIC, the
Comptroller and any applicable state securities or banking authorities, as the
case may be, and did not contain any untrue statement of material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. CFB has timely filed with the SEC all reports, statements and
forms required to be filed pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

(c) ENFORCEABILITY. The execution, delivery and performance of this
Agreement by CFB and the consummation of the transactions contemplated hereby
have been duly authorized by the Board of Directors of CFB. Subject to approval
by the government agencies and other governing bodies having regulatory
authority over CFB as may be required by statute or regulation, this Agreement
constitutes a valid and binding obligation of CFB, enforceable against it in
accordance with its terms. This Agreement does not require the approval of CFB
shareholders. CFB has no knowledge of any facts or circumstances which would
lead a reasonably prudent person to conclude that regulatory approval of this
transaction might be denied.

(d) NO DEFAULT; CREATION OF LIENS. Neither the execution and
delivery of this Agreement nor the consummation of the transaction contemplated
hereby will conflict with, result in the breach of, constitute a default under
or accelerate the performance provided by the terms of any judgment, order or
decree of any court or other governmental agency to which CFB or any of the CFB
Subsidiaries may be subject, or any contract, agreement or instrument to which
CFB or any of the CFB Subsidiaries is a party or by which CFB or any of the CFB
Subsidiaries is bound or committed, or the Articles of Incorporation or Bylaws
of CFB, or constitute an event that, with the lapse of time or action by a third
party, could result in a default under any of the foregoing or result in the
creation of any lien, charge or encumbrance upon the CFB Common Stock or the
capital stock of any of the CFB Subsidiaries.

A-13

<PAGE>

(e) INFORMATION SUPPLIED. None of the information supplied or to be
supplied by CFB or the CFB Subsidiaries for inclusion or incorporation by
reference in (i) the Registration Statement will, at the time the Registration
Statement becomes effective under the Securities Act, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not misleading and (ii) the
Prospectus-Proxy Statement and any amendment or supplement thereto will, at the
date of mailing to CFB and Financial stockholders and at the times of the
meetings of stockholders of Financial and CFB to be held in connection with the
Merger, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading. The Registration Statement will comply as to
form in all material respects with applicable law.

(f) NO PLAN TO TRANSFER ASSETS. CFB has no plan or intention to sell
or otherwise dispose of any of the assets of Financial to be acquired in the
Merger, except for dispositions in the ordinary course of business or transfers
to controlled subsidiaries as described in Section 368(a)(2)(C) of the Code.

(g) FUTURE FILING REQUIREMENTS. CFB will make any and all filings
which are required to satisfy the requirements of Rule 145(d)(1) and Rule 144(c)
(or any amendments, supplements, or successors to such rules) on or before the
dates on which such filings are required to be made to comply with applicable
requirements of law, and will include in its reports, both quarterly and annual,
the statement that CFB has filed all reports required to be filed by Section 13
or 15(d) of the Securities and Exchange Act of 1934 during the preceding
12 months.

ARTICLE 4
COVENANTS OF FINANCIAL AND CFB

4.1 COVENANTS OF FINANCIAL. During the period from the date of this
Agreement and continuing until the Effective Time, Financial agrees as follows:

(a) ORDINARY COURSE. Except as otherwise required under this
Agreement, Financial and the Bank shall carry on their respective businesses in
the usual, regular and ordinary course in substantially the same manner as
heretofore conducted and use all reasonable efforts to preserve intact their
present business organizations, maintain their rights and franchises and
preserve their relationships with customers, suppliers and others having
business dealings with them to the end that their goodwill and ongoing
businesses shall not be impaired in any material respect. Financial shall not,
nor shall it permit the Bank to (i) enter into any new material line of
business, (ii) increase or decrease the current number of the directors of
Financial and the Bank except through resignation or retirement, (iii) change
its or the Bank's lending, investment, liability management or other material
banking policies in any respect that is material to such party; or (iv) incur or
commit to any capital expenditures (or any obligations or liabilities in
connection therewith) other than capital expenditures (and obligations or
liabilities in connection therewith) incurred or committed to in the ordinary
course of business consistent with past practices.

A-14

<PAGE>

(b) SHAREHOLDER MEETING. Financial will cause to be duly called, and
will cause to be held not later than forty-five (45) days following the
effective date of the Registration Statement, a meeting of its shareholders and
will direct that this Agreement be submitted to a vote at such meeting.
Financial will (i) cause proper notice of such meeting to be given to its
shareholders in compliance with the Colorado Act and other applicable laws and
regulations; (ii) recommend by the affirmative vote of a majority of the Board
of Directors a vote in favor of approval of this Agreement consistent with
fiduciary duties of the Board of Directors to the shareholders; and (iii) use
its best efforts to solicit from its shareholders proxies in favor thereof.

(c) REGISTRATION STATEMENT. Financial will furnish or cause to be
furnished to CFB all of the information concerning Financial and the Bank
required for inclusion in, and will cooperate with CFB in the preparation of,
the Registration Statement and Prospectus-Proxy Statement (including audited
financial statements, prepared in accordance with generally accepted accounting
principles, in form suitable for inclusion in the Registration Statement and
Prospectus-Proxy Statement or any statement or application made by CFB to any
governmental body in connection with the Merger. Financial agrees promptly to
advise CFB if at any time prior to the Effective Date of the Merger, any written
information provided by or on behalf of Financial becomes incorrect or
incomplete in any material respect and to provide the information needed to
correct such inaccuracy or omission.

(d) CONFIDENTIAL INFORMATION. Financial will hold in confidence all
documents and nonpublic information concerning CFB and its subsidiaries
furnished to Financial and its representatives in connection with the Merger and
will not release or disclose such information to any other person, except as
required by law and except to Financial's outside professional advisers in
connection with this Agreement, with the same undertaking from such professional
advisers. If the Merger contemplated by this Agreement shall not be
consummated, such confidence shall be maintained and such information shall not
be used in competition with CFB (except to the extent that such information can
be shown to be previously known to Financial, in the public domain, or later
acquired by Financial from other legitimate sources) and, upon request, all such
documents, any copies thereof and extracts therefrom shall immediately
thereafter be returned to CFB.

(e) BENEFIT PLANS. Financial and the Bank will, to the extent
legally permissible, take all action necessary or required (i) to terminate or
amend, if requested by CFB and at CFB's cost, all qualified pension and welfare
benefit plans and all non-qualified benefit plans and compensation arrangements
as of the Effective Time; (ii) to amend the Plans to comply with the provisions
of the Tax Reform Act of 1986, as amended, and regulations thereunder and other
applicable law as of the Effective Time; and (iii) to submit application to the
Internal Revenue Service for a favorable determination letter for each of the
Plans which is subject to the qualification requirements of Section 401(a) of
the Code prior to the Effective Time.

Except as set forth in Section 3.1(k) of the Financial Disclosure Schedule,
and except as otherwise required pursuant to this Section 4.1(e), Financial
agrees as to itself and the Bank that it will not, without the prior written
consent of CFB, (i) enter into, adopt, amend (except as may be

A-15

<PAGE>

required by law) or terminate any Plan, as the case may be, or any other
employee benefit plan or any agreement, arrangement, plan or policy between
Financial or any of the Bank and one or more of its directors or officers;
provided, however, that Financial or the Bank may amend any of the Plans to
reduce or eliminate a requirement of mandatory periodic contributions provided
that if any of the Plans do not have assets with an aggregate value that exceeds
the present value of its liability for accrued benefits, all as determined on a
termination basis, then Financial shall accrue on its Determination Date
Financial Statements the amount by which any of the Plans are under funded; (ii)
except for normal increases in the ordinary course of business consistent with
past practice that in the aggregate do not result in aggregate annual base
compensation expense to Financial in excess of 109% of that in effect as of
December 31, 1995, increase in any manner the compensation of any director,
officer, or employee, or pay any benefit not required by any plan and
arrangement as in effect as of the date hereof (including, without limitation,
the granting of stock options, stock appreciation rights, restricted stock,
restricted stock units or performance units or shares) or enter into any
contract, agreement, commitment or arrangement to do any of the foregoing; or
(iii) enter into or renew any contract, agreement, commitment or arrangement
providing for the payment to any director, officer or employee of Financial or
the Bank of compensation or benefits contingent, or the terms of which are
materially altered, upon the occurrence of the Merger.

(f) NO SOLICITATIONS. Financial shall not permit the Bank to, nor
shall it authorize or permit any of its officers, directors or employees or any
investment banker, financial advisor, attorney, accountant or other
representative or agent retained by it or the Bank to solicit, or take any other
action to facilitate, any inquiries or the making of any proposal which
constitutes, or may reasonably be expected to lead to, any takeover proposal (as
defined below), or agree or endorse any takeover proposal, or participate in any
discussions or negotiations, or provide third parties with any nonpublic
information, relating to any such inquiry or proposal. Financial shall promptly
advise CFB orally and in writing of any such inquiries or proposals, including
all of the material terms thereof. As used in this Agreement, "takeover
proposal" shall mean any tender or exchange offer, proposal for a merger,
consolidation or other business combination involving Financial or any proposal
or offer to acquire in any manner a substantial equity interest in, or a
substantial portion of the assets of Financial other than the transactions
contemplated or permitted by this Agreement.

(g) NO ACQUISITIONS. Other than (i) acquisitions described in
Section 4.1(g) of the Financial Disclosure Schedule, as the case may be, or
(ii) acquisitions which may be mutually agreed to by the parties, Financial
shall not, nor shall permit the Bank to, acquire or agree to acquire, by merging
or consolidating with, or by purchasing a substantial equity interest in or a
substantial portion of the assets of, or by any other manner, any business or
any corporation, partnership, association or division thereof or otherwise
acquire or agree to acquire any substantial amount of assets in each case;
PROVIDED, however, that the foregoing shall not prohibit (i) internal
reorganizations, consolidations or dissolutions involving only the Bank as
permitted or directed by this Agreement, (ii) foreclosures and other
acquisitions related to previously contracted debt, in each case in the ordinary
course of business, or (iii) acquisitions of financial assets in each case in
the ordinary course of business.

A-16

<PAGE>

(h) INSURANCE. Financial and the Bank shall maintain the insurance
coverage (or coverage of a like kind and amount) referenced in Section 3.1(o)
through the Effective Time.

(i) POOLING RESTRICTIONS. From and after the date of this Agreement,
neither Financial nor the Bank shall take any action which, with respect to
Financial, would disqualify the Merger as a "pooling of interests" for
accounting purposes.

(j) FINANCIAL STATEMENTS. Financial shall have prepared, filed and
submitted to CFB all quarterly and management prepared financial statements for
any periods ending at least 30 days before the Closing Date.

(k) ADDITIONAL COVENANTS OF FINANCIAL. From the date of this
Agreement to the Closing Date or the earlier termination of this Agreement,
Financial, except with the prior consent of CFB (except as otherwise
specifically provided in clauses (xiv) and (xv) of this Section 4.1(k)), or as
specifically required under the Agreement, shall not, nor shall it allow the
Bank to:

(i) Except as set forth in Section 4.1(g) of the Financial Disclosure
Schedule, issue, sell or commit to issue or sell any shares of capital stock of
Financial or the Bank, securities convertible into or exchangeable for capital
stock of Financial or the Bank, warrants, options or other rights to acquire
such stock, or enter into any agreement with respect to the foregoing other than
issuance by the Bank of capital stock to Financial;

(ii) Redeem, purchase or otherwise acquire (except for trust account
shares) directly or indirectly, any shares of capital stock of Financial or the
Bank or any securities convertible or exercisable for any shares of capital
stock of Financial or the Bank;

(iii) Split, combine or reclassify any of capital stock of Financial
or the Bank or issue or authorize or propose the issuance of any other
securities in respect of, in lieu of, or in substitution for shares of capital
stock of Financial or the Bank;

(iv) Borrow, assume, guarantee, endorse or otherwise as an
accommodation become responsible for the obligations of any other individual,
corporation or other entity, any material amount except in the ordinary course
of business of the Bank;

(v) Other than in the ordinary course of business, discharge or
satisfy any material lien or encumbrance on the properties or assets of the Bank
or pay any material liability;

(vi) Mortgage, pledge or subject to any lien or other encumbrance any
of its assets, except (A) in the ordinary course of business, (B) liens and
encumbrances for current property taxes not yet due and payable, and (C) liens
and encumbrances which do not materially affect the value or interfere with the
current use or ability to convey the property subject thereto or affected
thereby;

A-17

<PAGE>

(vii) Sell, assign or transfer any tangible or intangible assets with
a book value greater than $10,000, except in the ordinary course of business;

(viii) Enter into any individual employment, agency or other contract
or arrangement for the performance of personal services for an amount in excess
of $10,000 (except for service agreements in the ordinary course of business);

(ix) Amend the Bank' or Financial's Articles of Association, Articles
of Incorporation, Bylaws or other governing documents;

(x) Fail to maintain a reserve for loss and cost associated with
those litigation matters reflected in Section 3.1(l) of the Financial Disclosure
Schedule to the extent required by generally accepted accounting principles;

(xi) Cancel any material debt or claim or waive any right of material
value, except in the ordinary course of business;

(xii) Repurchase or enter into any agreement to repurchase all or any
portion of any loan previously participated to any other financial institution
other than loans repurchased in compliance with all applicable laws and
regulations ;

(xiii) Originate any loan which is thereafter participated to another
financial institution providing for payment upon default on any basis other than
pro rata;

(xiv) Make or commit to make any further advances on any loan which is
either in default or classified, whether such classification is a result of a
federal or state bank regulatory examination or internal classification of
substandard or lower by Bank's officers or directors, unless the Bank is under a
legal obligation to do so;

(xv) (A) make, or agree to make, any fully secured loan or increase
any existing fully secured loan for an amount in excess of $250,000, to any one
borrower, unless said loan is made pursuant to a properly documented and legally
enforceable commitment of the Bank to the borrower made prior to the date of
this Agreement; (B) make, or agree to make, any unsecured loan or increase any
unsecured loan by $50,000 or more, unless said loan is made pursuant to a
properly documented and legally enforceable commitment of the Bank to the
borrower made prior to the date of this Agreement; (C) make, or agree to make
any new loan or advance on any existing loan, except in conformity with the
Bank's current loan policies; (D) make any change with respect to the terms of
any existing loan, except in the ordinary course of business; (E) with respect
to any CFB consent required by this Section 4.1(k)(xv), CFB shall provide advice
of its consent within three business days after CFB has received the request for
consent and accompanying information necessary for CFB to consider the request
(the provisions of parts A and B of this section shall not apply to renewals of
existing loans, advances under existing loans or increases to existing loans for
an amount below the applicable limit set forth in parts A and B);

A-18

<PAGE>

(xvi) Make or agree to make any loan to any Bank Principal or any
person, corporation or entity in violation of any state or federal law or
regulation;

(xvii) Incur any obligation or liability with respect to capital
expenditures which exceeds $10,000 for any single matter or $50,000 in the
aggregate, except for capital expenditures described in Section 3.1(s) of the
Financial Disclosure Schedule;

(xviii) Fail to timely pay and discharge all federal and state taxes
and other accounts payable for which it is liable, provided, that the Bank may
deposit an amount equal to any such taxes, in lieu of the payment thereof, into
a reserve account, determined consistently with prior practices, from which such
taxes will be paid when and to the extent they are found to be properly due and
payable;

(xix) Pay or commit to pay any additional salary or other compensation
to any of the Bank's officers, directors or employees;

(xx) Except as otherwise required pursuant to Section 4.1(e), enter
into, adopt, amend (except as may be required by law), terminate or make or
grant any increase above current funding levels in any of the Plans (other than
normal premium increases on current health care insurance) or arrangement;

(xxi) Except as to the permitted securities sales described in
Section 4.3(f) and Schedule 4.1(k)(xxi), purchase or sell any bonds or other
investment securities without prior consent of CFB or make or agree to make any
investment in violation of any federal law or regulation except that the Bank
may purchase U.S. Treasury or Agencies securities with maturity dates of 36
months or less;

(xxii) Fail to charge and pay interest rates on loans and deposits,
respectively, not materially consistent with practices in the Bank's
marketplace;

(xxiii) Fail to use its reasonable best efforts to comply with any
law, rule, regulation or order applicable to the Bank and/or Financial if such
failure would have a material adverse effect upon Financial;

(xxiv) Fail to make all appropriate and required transfers to the
Bank's loan loss reserves based upon existing policies of the Bank or at the
request of any regulatory agency or, in any event, fail to maintain a loan loss
reserve of at least equal to the greater of (A) $250,000, or (B) one percent of
the outstanding loans as of the Determination Date or on the Determination Date
after charging off the credits identified on Schedule 4.1(k)(xxiv). By the
Closing Date, the shareholders may purchase the scheduled loans for book value
after any loan charge off;

A-19

<PAGE>

(xxv) Change any accounting methods, practices or procedures with
respect to the accumulation and presentation of financial information, except as
directed by applicable law or regulation or to conform with accounting
standards;

(xxvi) Declare or pay any dividends or distributions with respect to
its stock (i) after the Determination Date or (ii) which are not consistent
with the prior payment history of the Bank or Financial; or

(xxvii) Fail to use its reasonable best efforts to obtain the consent
or approval of each person (other than the government authorities referred to in
Section 6.1(c)) whose consent or approval is required in order to permit a
succession by the Surviving Corporation pursuant to the Merger to any
obligation, right or interest of Financial or the Bank under any loan or credit
agreement, note, mortgage, indenture, lease, license or other agreement or
instrument.

4.2 COVENANTS OF CFB. During the period from the date of this Agreement
and continuing until the Effective Time, CFB agrees as follows:

(a) ORDINARY COURSE. Except as set forth in Section 4.2(a) of the
CFB Disclosure Schedule, CFB shall carry on its business in the usual, regular
and ordinary course in substantially the same manner as heretofore conducted.

(b) APPLICATION. Subject to the required cooperation of Financial
and its affiliates, CFB shall use its reasonable best efforts to prepare and
submit within thirty (30) days of the date hereof an application to the Federal
Reserve Bank of Minneapolis for prior approval pursuant to Section 3(a)(5) of
the Bank Holding Company Act of 1956, as amended, of the proposed transaction,
and to prosecute all required federal and state applications.

(c) COOPERATION. CFB will furnish to Financial all the information
concerning CFB required for inclusion in, and will cooperate in the preparation
of, the Prospectus-Proxy Statement to be sent to the shareholders of Financial.
CFB agrees promptly to advise Financial if at any time prior to the Effective
Date of the Merger, any information provided by CFB in the Prospectus-Proxy
Statement becomes incorrect or incomplete in any material respect and to provide
the information needed to correct such inaccuracy or omission.

(d) REGISTRATION STATEMENT. As promptly as practicable after the
execution of this Agreement, CFB will file with the SEC a registration statement
on Form S-4 under the Securities Act (the "Registration Statement") and any
other applicable documents, which will include a prospectus and joint proxy
statement (the "Prospectus-Proxy Statement"), and will use its best efforts to
cause the Registration Statement to become effective under the Securities Act
and applicable state securities laws as soon as practicable. CFB shall advise
Financial promptly when the Registration Statement has become effective and of
any supplements or amendments thereto, and CFB shall furnish Financial with
copies of all such documents. At the time the Registration Statement becomes
effective, the Registration Statement and the Prospectus-Proxy Statement will
comply in all material respects with the provisions of the Securities Act and
the published rules and regulations thereunder, and will not

A-20

<PAGE>

contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements contained
therein, in light of the circumstances under which they are made, not
misleading. At the time of mailing thereof to the Financial shareholders, at
the time of the Financial shareholders' meeting referred to in Section 4.1(b)
hereof and at the Effective Time of the Merger, the Prospectus-Proxy Statement
included as part of the Registration Statement or any amendment thereof or
supplement thereto, will not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements contained
therein, in light of the circumstances under which they are made, not misleading
or omit to state a material fact necessary to correct any statement in any
earlier communication with respect to the solicitation of any proxy for the
Financial shareholders' meeting; PROVIDED, HOWEVER, that none of the provisions
of this subparagraph shall apply to statements in or omissions from the
Registration Statement or the Prospectus-Proxy Statement made in reliance upon
and in conformity with written information furnished by Financial or any of the
Bank for use in the Registration Statement or the Prospectus-Proxy Statement.
CFB shall bear the costs of all SEC filing fees with respect to the Registration
Statement, the costs of printing the Prospectus-Proxy Statement, and the costs
of qualifying the shares of CFB Common Stock under state blue sky laws as
necessary.

(e) LISTING. CFB will file all documents required to be filed to
obtain approval for listing the CFB Common Stock to be issued pursuant to the
Merger on the NASDAQ National Market System and use its best efforts to effect
said listing.

(f) SHARES TO BE ISSUED. The shares of CFB Common Stock to be issued
by CFB to the shareholders of Financial pursuant to this Agreement will, upon
such issuance and delivery to said shareholders pursuant to the Agreement, be
duly authorized, validly issued, fully paid and nonassessable and listed on the
NASDAQ National Market System. The shares of CFB Common Stock to be delivered
to the shareholders of Financial pursuant to this Agreement are and will be free
of any preemptive rights of the stockholders of CFB.

(g) BLUE SKY. CFB will file all documents required to obtain prior
to the Effective Time of the Merger all necessary Blue Sky permits and
approvals, if any, required to carry out the transactions contemplated by this
Agreement, will pay all expenses incident thereto and will use its best efforts
to obtain such permits and approvals.

(h) CONFIDENTIAL INFORMATION. CFB will hold in confidence all
documents and information concerning Financial and the Bank furnished to it and
its representatives in connection with the transactions contemplated by this
Agreement and will not release or disclose such information to any other person,
except as required by law and except to its outside professional advisers in
connection with this Agreement, with the same undertaking from such professional
advisers. If the transactions contemplated by this Agreement shall not be
consummated, such confidence shall be maintained and such information shall not
be used in competition with Financial (except to the extent that such
information can be shown to be previously known to CFB, in the public domain, or
later acquired by CFB from other legitimate sources) and, upon request, all such
documents, copies thereof or extracts therefrom shall immediately thereafter be
returned to Financial.

A-21

<PAGE>

(i) REGISTRATION STATEMENT. CFB will furnish or cause to be
furnished all of the information concerning CFB and the CFB Subsidiaries
required for inclusion in, and will cooperate with Financial in the preparation
of the Registration Statement, or any statement or application made by Financial
to any governmental body in connection with the transactions contemplated by
this Agreement. CFB agrees to advise Financial if at any time prior to the
Effective Time, any information provided by or on behalf of CFB becomes
incorrect or incomplete in any material respect and to provide the information
needed to correct such inaccuracy or omission.

4.3 COVENANTS OF FINANCIAL AND CFB. During the period from the date of
this Agreement and continuing until the Effective Time, Financial and CFB agree
as to themselves and their subsidiaries that, except as expressly contemplated
or permitted by this Agreement, or to the extent that the parties shall
otherwise consent in writing:

(a) GOVERNING DOCUMENTS. No party shall amend its Certificate or
Articles of Incorporation or Bylaws.

(b) OTHER ACTIONS. Unless such action is required by law or sound
banking practice, no party knowingly and intentionally shall, or shall permit
any of its Subsidiaries to, take any action that (i) is intended to result in
any of its representations and warranties set forth in this Agreement being or
becoming untrue in any material respect, or in any of the conditions to the
Merger set forth in Article VI not being satisfied or in a violation of any
provision of this Agreement, or (ii) would adversely affect the ability of any
of them to obtain any of the Requisite Regulatory Approvals (as defined in
Section 6.1(c)) without imposition of a condition or restriction of the type
referred to in Section 6.1(f) hereof except, in every case, as may be required
by applicable law or this Agreement.

(c) ADVICE OF CHANGES; GOVERNMENT FILINGS. Each party shall promptly
advise the other orally and in writing of any change or event constituting a
material breach of any of the representations, warranties or covenants of such
party contained herein. CFB shall file all reports required to be filed by it
with the SEC between the date of this Agreement and the Effective Time and shall
deliver to Financial copies of all such reports promptly after the same are
filed. CFB, Financial and each subsidiary of CFB or Financial that is a bank
shall file all Call Reports with the appropriate Bank Regulators and all other
reports, applications and other documents required to be filed with the
appropriate Bank Regulators between the date hereof and the Closing Date and
shall make available to the other party copies of all such reports promptly
after the same are filed.

(d) TITLE OF PROPERTY. Financial agrees to deliver to CFB (at
Financial's expense) within 90 days of the date hereof, a title insurance
commitment for all real property owned by Financial or the Bank in the State of
Colorado (other than property held as OREO) (the "Title Opinions"). CFB shall
have 30 days after receipt by CFB's counsel of said Title Opinions within which
to notify Financial, in writing, of CFB's objection to any exceptions (other
than any exception of the type described in Section 3.1(n)(i) through (iv)) to
the title shown in said Title Opinions. In the event of any such objection,
then Financial shall have 30 days from the date of such objection within which
to attempt to eliminate such objected to exceptions to title from the Title
Opinion. In

A-22

<PAGE>

the event such objected to exceptions are not eliminated or satisfied to the
reasonable satisfaction of CFB, CFB may terminate this Agreement pursuant to
Section 7.1 hereof and such termination shall be the sole and exclusive remedy
for the failure to eliminate or satisfy such exceptions..

(e) ENVIRONMENTAL ASSESSMENT. Financial shall engage at its expense
an independent, qualified environmental engineering firm, acceptable to CFB for
the purpose of conducting a Phase I Hazardous Waste Assessment (the
"Assessment") of all real properties owned or controlled by the Bank. The
Assessment shall satisfy ASTM's E-1527 Standard Practice and shall include a
record review of publicly available federal, state and local sources of
environmental records. The Assessment shall be completed within sixty (60) days
after the date hereof. CFB shall have a period of thirty (30) days from the
date of receipt of such Assessment to review such Assessment and give written
notice to Financial stating either that (i) such Assessment is approved by CFB
or (ii) such Assessment is not approved by CFB and the reasons therefor.

If CFB gives a notice pursuant to (ii) above which sets forth specific
objections to the Assessment, then CFB may, at its option, terminate this
Agreement as of the date which is sixty (60) days after the date of such notice
unless during such sixty (60) day period Financial corrects or satisfies such
objections, or indemnifies CFB against loss, liability or expense, to the
reasonable satisfaction of CFB.

(f) SALE OF DESIGNATED SECURITIES. CFB and Financial acknowledge
there is an unrealized potential loss in the value of certain securities owned
by Bank, which securities are identified and listed in Schedule 4.1(k)(xxi) (the
"Designated Securities") which loss if and when realized could constitute a
material adverse change in the condition of the Bank. It is agreed by CFB and
Financial that the Bank shall cause the Designated Securities to be sold when
requested by CFB. The proceeds from the sale of the Designated Securities shall
be invested according to the provisions of Section 4.1(k)(xxi). Any loss
incurred in the sale of the Designated Securities shall not be reflected in the
Determination Date Balance Sheet notwithstanding any other provisions in this
Agreement.

ARTICLE 5
ADDITIONAL AGREEMENTS

5.1 REGULATORY MATTERS.

(a) CFB shall use its reasonable best efforts to have the
Registration Statement declared effective under the Securities Act as promptly
as practicable after such filing, and, following the respective record dates for
the stockholder meetings of each of Financial and CFB, thereafter mail the
Prospectus-Proxy Statement to the stockholders of Financial and CFB.

(b) The parties hereto shall cooperate with each other and use their
reasonable best efforts to promptly prepare and file all necessary
documentation, to effect all necessary applications, notices, petitions, filings
and other documents, and to obtain as promptly as practicable all necessary
permits, consents, and authorizations of all governmental entities necessary to
consummate the Merger ("Requisite Regulatory Approvals"). Financial and CFB
shall have the right to review in

A-23

<PAGE>

advance, and to the extent practicable each will consult the other on, subject
to applicable laws relating to the exchange of information, all the information
relating to Financial or CFB, as the case may be, and any of their respective
subsidiaries, which appear in any filing made with, or written materials
submitted to any governmental entity in connection with the Merger. In
exercising the foregoing right, each of the parties hereto shall act reasonably
and as promptly as practicable.

(c) Financial and CFB shall promptly furnish each other with copies
of written communications received by Financial or CFB, as the case may be, or
any of their respective Subsidiaries, Affiliates or Associates (as such items
are defined in Rule 12b-2 under the Exchange Act as in effect on the date
hereof) from, or delivered by any of the foregoing to, any governmental entity
in respect of the Merger.

5.2 LETTERS OF FINANCIAL OFFICERS. Financial shall cause to be delivered
to CFB a letter of Financial's President in substantially the form shown on
EXHIBIT 5.2A dated (i) the date on which the Registration Statement shall become
effective and (ii) the business day prior to the Closing Date, and addressed to
CFB.

CFB shall cause to be delivered to Financial a letter of CFB's chief
financial officer in substantially the form shown on EXHIBIT 5.2B dated (i) the
date on which the Registration Statement shall become effective and (ii) the
business day prior to the Closing Date, and addressed to Financial.

5.3 ACCESS TO INFORMATION. Upon reasonable notice and subject to
applicable laws relating to the exchange of information, Financial and CFB shall
each (and cause each of its subsidiaries to) afford to the officers, employees,
accountants, counsel and other representatives of CFB, access during normal
business hours during the period prior to the Effective Time, to all its
properties, books, contracts, commitments and records for the purpose of
updating any review of such items performed prior to the date of this Agreement
and, during such period, Financial and CFB shall (and shall cause each of its
subsidiaries to) make available to the other: (a) a copy of each report,
schedule, registration statement and other document filed or received by it
during such period pursuant to the requirements of federal or state securities
laws or federal or state banking laws (other than reports or documents which
either party is not permitted to disclose under applicable law); and (b) all
other information concerning its business, properties and personnel as either
party may reasonably request. It is the intention of the parties that CFB shall
conduct an examination of Financial and the Bank prior to the Closing Date in
order to confirm compliance with the representations, warranties and covenants
set forth in this Agreement.

5.4 AFFILIATES. Each of Financial and CFB shall use its reasonable 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 Financial or
CFB to deliver to the other party hereto, as soon as practicable after the date
hereof, and at least 32 days prior to the Closing Date, a written agreement
substantially in the form of EXHIBIT 5.5.

5.5 EMPLOYEE BENEFIT PLANS. Each person who is an employee of the Bank as
of the Effective Time ("Bank Employees") shall be participants in the employee
welfare plans, and shall be

A-24

<PAGE>

eligible for participation in the pension plans of CFB, as in effect from time
to time, subject to any eligibility requirements (with full credit for years of
past service to any of the Bank, or to any predecessor-in-interest of the Bank
to the extent such service is presently given credit under the Plans of the Bank
described in Section 3.1(k) hereof, for the purpose of satisfying any
eligibility and vesting periods) applicable to such plans (but not subject to
any pre-existing condition exclusions) and shall enter each welfare plan
immediately after the Effective Time and shall enter each pension plan not later
than the first day of the calendar quarter which begins at least 32 days after
the Effective Time. For the purpose of determining each Bank Employee's benefit
for the year in which the Merger occurs under the CFB vacation program, vacation
taken by a Bank Employee in the year in which the Merger occurs will be deducted
from the total CFB benefit. Each Bank Employee shall be eligible for
participation, as a new employee with the credit for past service described
above, in the CFB Plans under the terms thereof.

5.6 EXPENSES. Except as otherwise stated herein, whether or not the
Merger is consummated, all costs and expenses incurred in connection with this
Agreement, and the transactions contemplated hereby shall be paid by the party
incurring such expense, except as may be permitted by Section 7.2. All of the
expenses (including but not limited to professional fees) incurred or to be
incurred by Financial in connection with the Merger shall be paid or accrued as
expenses on the Determination Date Balance Sheet.

5.7 ADDITIONAL AGREEMENTS; BEST EFFORTS. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use its
reasonable best efforts to take all action and to do all things necessary,
proper or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement, including, without
limitation, cooperating fully with the other party hereto, providing the other
party hereto with any appropriate information and making all necessary filings
in connection with the Requisite Regulatory Approvals.

ARTICLE 6
CONDITIONS PRECEDENT

6.1 COVENANT NOT TO COMPETE. CFB shall ratify and accept in writing the
covenant not to compete by and between Eugene Aiello and CFB attached hereto as
EXHIBIT 5.3.

6.2 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The
respective obligation of each party to effect the Merger shall be subject to the
satisfaction prior to the Effective Time of the following conditions:

(a) STOCKHOLDER APPROVAL. This Agreement shall have been approved
and adopted by the affirmative vote of the holders of 66-2/3% of the outstanding
shares of Financial Common Stock entitled to vote thereon.

(b) NASDAQ LISTING. The shares of CFB Common Stock issuable to the
Financial stockholders pursuant to this Agreement shall have been approved for
listing on the NASDAQ National Market System, upon notice of issuance.

A-25

<PAGE>

(c) OTHER APPROVALS. Other than the filing provided for by Section
1.1, all consents, orders or approvals of, or declarations or filings with, and
all expirations of waiting periods imposed by, any governmental entity
(collectively, the "Consents") which are prescribed by law as necessary for the
consummation of the Merger and the other transactions contemplated hereby (other
than immaterial Consents) shall have been filed, occurred or been obtained and
all such Requisite Regulatory Approvals shall be in full force and effect.

(d) REGISTRATION STATEMENT. The Registration Statement shall have
become effective under the Securities Act and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been initiated or threatened by the SEC.

(e) NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY. No order, injunction
or decree issued by any court or agency of competent jurisdiction or other legal
restraint or prohibition (an "Injunction") preventing the consummation of the
Merger or any of the transactions contemplated hereby shall be in effect, nor
shall any proceeding by any governmental entity seeking any such Injunction be
pending. No statute, rule, regulation, order, injunction or decree shall have
been enacted, entered, or enforced by any governmental entity which prohibits,
restricts or makes illegal consummation of the Merger.

(f) NO UNDULY BURDENSOME CONDITION. There shall not be any action
taken, or any statute, rule, regulation or order enacted, entered, enforced or
deemed applicable to the Merger or any of the transactions contemplated hereby,
by any federal or state governmental entity which, in connection with the grant
of a Requisite Regulatory Approval, imposes any condition or restriction upon
CFB, Financial, or any of their Subsidiaries which would so materially adversely
impact the economic or business benefits of the transactions contemplated by
this Agreement as to render inadvisable, in the reasonable business judgment of
the Board of Directors of either CFB or Financial, the consummation of the
Merger.

(g) CFB and Eugene Aiello shall have executed the Covenant Not to
Compete attached hereto as EXHIBIT 5.3.

6.3 CONDITIONS TO OBLIGATIONS OF CFB. The obligation of CFB to effect the
Merger are also subject to the satisfaction or waiver by CFB prior to the
Effective Time of the following conditions:

(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Financial set forth in this Agreement shall be true and correct in
all material respects as of the date of the Agreement and (except to the extent
such representations and warranties speak as of an earlier date) as of the
Closing Date as though made on the Closing Date, except where the failure to be
true and accurate in all material respects would not have or would not be
reasonably expected to have a material adverse effect on Financial, and CFB
shall have received a certificate signed on behalf of Financial by the Chairman
of Financial to such effect.

A-26

<PAGE>

(b) PERFORMANCE OF OBLIGATIONS OF FINANCIAL. Financial shall have
performed in all materials respects all obligations required to be performed by
it under this Agreement at or prior to the Closing Date, and CFB shall have
received a certificate signed on behalf of Financial by the Chairman of
Financial to such effect.

(c) MINIMUM NET WORTH. The Net Worth of Financial as of the
Determination Date shall not be less than $7,990,526. The confirmation of the
minimum Net Worth shall be made pursuant to the procedures set forth in
Section 1.4.

(d) POOLING LETTER. CFB shall have letters from Ernst & Young,
(prepared with respect to CFB) and from Financial's accountants (prepared with
respect to Financial), each in the form and substance reasonably satisfactory to
CFB and Financial, approving the accounting treatment of the Merger as a
"pooling of interests" in accordance with generally accepted accounting
principles, as of a date no more than five business days prior to the Closing
Date.

(e) LEGAL OPINION. CFB shall have received the opinion of McKenna &
Cuneo, L.L.P., counsel to Financial, dated the Closing Date, in substantially
the form shown on Exhibit 6.2, and such opinion shall not have been withdrawn
prior to the Effective Time.

6.4 CONDITIONS TO OBLIGATIONS OF FINANCIAL. The obligation of Financial
to effect the Merger is also subject to the satisfaction or waiver by Financial
prior to the Effective Time of the following conditions:

(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of CFB set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and (except to the extent
such representations and warranties speak as of an earlier date) as of the
Closing Date as though made on the Closing Date, except as otherwise
contemplated by this Agreement, and Financial shall have received a certificate
signed on behalf of CFB by the Chairman and Chief Executive Officer and by the
Chief Financial officer of CFB to such effect.

(b) PERFORMANCE OF OBLIGATIONS OF CFB. CFB and the Acquisition
Subsidiary shall have performed in all material respects all obligations
required to be performed by either of them under this Agreement at or prior to
the Closing Date, and Financial shall have received a certificate signed on
behalf of CFB and the Acquisition Subsidiary by the Chairman and Chief Executive
Officer and by the Chief Financial Officer of CFB to such effect.

(c) CONSENTS UNDER AGREEMENTS. CFB shall have obtained the consent
or approval of each person (other than the Governmental Entities referred to in
Section 6.1(c)) whose consent or approval shall be required in connection with
the transactions contemplated hereby under any loan or credit agreement, note,
mortgage, indenture, lease, license or other agreement or instrument to which
CFB or any of its subsidiaries is a party or is otherwise bound, except those
for which failure to obtain such consents and approvals would not, in the
reasonable opinion of Financial, individually

A-27

<PAGE>

or in the aggregate, have a material adverse effect on CFB or upon the
consummation of the transactions contemplated hereby.

(d) TAX OPINION. Financial shall have received the opinion of
counsel to Financial, dated the Closing Date, to the effect that (i) the Merger
will be treated for Federal income tax purposes as a reorganization within the
meaning of Section 368(a) of the Code, (ii) CFB and Financial will each be a
party to that reorganization within the meaning of Section 368(b) of the Code,
(iii) shareholders of Financial who exchange their shares of Financial Common
Stock for shares of CFB Common Stock will not recognize gain or loss, for
purposes of federal income tax, except to the extent of the cash received in
lieu of fractional shares, and (iv) Financial will not recognize gain or loss,
for purposes of federal income tax, as a result of consummation of the Merger.

(e) LEGAL OPINION. Financial shall have received the opinion of
Lindquist and Vennum, P.L.L.P., counsel to CFB, dated the Closing Date, in
substantially the form shown on Exhibit 6.3, and such opinion shall not have
been withdrawn prior to the Effective Time.

ARTICLE 7
TERMINATION AND AMENDMENT

7.1 TERMINATION. This Agreement may be terminated in writing at any time
prior to the Effective Time, whether before or after approval of the Merger by
the stockholders of Financial or CFB, only in the following circumstances:

(a) by mutual consent of CFB and Financial in a written instrument,
if the Board of Directors of each so determines by a vote of a majority of the
members of its entire Board;

(b) by either CFB or Financial if (i) any Requisite Regulatory
Approval shall have been denied; or (ii) any governmental entity of competent
jurisdiction shall have issued a final nonappealable order enjoining or
otherwise prohibiting the consummation of the transactions contemplated by this
Agreement;

(c) by either CFB or Financial if the Merger shall not have been
consummated on or before September 30, 1996, unless the failure of consummation
shall be due to the failure of the party seeking to terminate to perform or
observe in all material respects the covenants and agreements hereunder to be
performed or observed by such party; or

(d) by either CFB or Financial if there shall have been a material
breach of any of the covenants or agreements set forth in this Agreement on the
part of the other party, which breach shall not have been cured before closing
or within twenty (20) business days following receipt by the breaching party of
written notice of such breach from the other party, whichever occurs first.

(e) Except as provided in Section 2.1(b)(i) by either CFB or
Financial if the CFB Trading Value shall be less than $19.50;

A-28

<PAGE>

(f) by CFB pursuant to the terms of Section 4.3(d) or 4.3(e), as
applicable.

7.2 EFFECT OF TERMINATION. In the event of termination of this Agreement
by either CFB or Financial as provided in Section 7.1, this Agreement shall
forthwith become void and have no effect except that the obligations under
Sections 4.1(d), 4.2(h), 5.7, and 7.2 shall survive termination of this
Agreement; provided, however, that no party shall be relieved or released from
any liabilities or damages arising out of the willful breach by such party of
any provision of this Agreement.

7.3 AMENDMENT. This Agreement may be amended by the parties hereto, by
action taken or authorized by their respective Boards of Directors, at any time
before or after approval of the matters presented in connection with the Merger
by the stockholders of Financial and CFB, provided, however, that after any such
approval, no amendment shall be made which by law requires further approval by
such stockholders, without such further approval. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties hereto.

7.4 EXTENSION; WAIVER. At any time prior to the Effective Time, the
parties hereto, by action taken or authorized by their respective Board of
Directors, may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other parties hereto;
(ii) waive any inaccuracies in the representations and warranties contained
herein or in any of the Schedules; and (iii) waive compliance with any of the
agreements or conditions contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in a
written instrument signed on behalf of such party.

ARTICLE 8
GENERAL PROVISIONS

8.1 NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. No representation,
warranty, covenant or agreement contained in this Agreement shall survive the
Merger or the termination of this Agreement, except that Sections 3.2, 4.2(c),
4.2(d), 4.2(e), 4.2(f), 4.2(h), 4.2(i), 5.6, 8.6 and 8.10 shall survive the
Merger, and Sections 4.1(d) and 4.2(h), 5.7 and 7.2 shall survive the
termination of this Agreement.

8.2 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given when received by the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

(a) if to CFB or
Acquisition Subsidiary, to: Community First Bankshares, Inc.
Attn: Donald R. Mengedoth, President
520 Main Avenue
Fargo, ND 58124

A-29

<PAGE>

with copies to: Steven J. Johnson, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South 8th Street
Minneapolis, MN 55402-2205

and

(b) if to Financial, to: Financial Bancorp Inc.
Attn: Eugene Aiello, Chairman
125 N. Commercial Street
Trinidad, CO 81082

with copies to: I. Thomas Bieging, Esq.
McKenna & Cuneo, L.L.P.
370 17th Street, Suite 4800
Denver, CO 80202

8.3 INTERPRETATION. When a reference is made in this Agreement to
Sections, Exhibits or Schedules, such reference shall be to a Section of or
Exhibit or Schedule to this Agreement unless otherwise indicated. The table of
contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include", "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation".

8.4 COUNTERPARTS. This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.

8.5 ENTIRE AGREEMENT: THIRD PARTY BENEFICIARIES; RIGHTS OF OWNERSHIP. This
Agreement (including the documents and the instruments referred to herein)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof. This Agreement is not intended to confer upon any person
other than the parties hereto any rights or remedies hereunder, except that
Sections 3.2 and 4.2(i) are intended for the benefit of the Financial
shareholders; and Section 5.6 is intended for the benefit of employees of the
Bank. CFB shall be liable to such third-party beneficiaries for damages caused
by the breach of such Sections. No party shall have the right to acquire or
shall be deemed to have acquired shares of common stock of the other party
pursuant to the Merger until consummation thereof.

8.6 GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Colorado.

A-30

<PAGE>

8.7 PUBLICITY. Except as otherwise required by law or the rules of the
NASDAQ or the National Association of Securities Dealers, so long as this
Agreement is in effect, neither CFB nor Financial shall, nor shall either of
them permit any of its subsidiaries to, issue or cause the publication of any
press release or other public announcement with respect to the transactions
contemplated by this Agreement without the consent of the other party, which
consent shall not be unreasonably withheld.

8.8 ASSIGNMENT. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.

8.9 ENFORCEMENT OF AGREEMENT. Each of the parties hereto agrees that it
will not object if the other party seeks to obtain an injunction to prevent
breaches of this Agreement or to enforce specifically the terms and provision
hereof in any court in the United States or any state have jurisdiction. The
enforcing party shall be entitled to recover its attorneys fees incurred in the
successful enforcement of the terms and provisions of this Agreement.

8.10 INDEMNIFICATION OF FINANCIAL OFFICERS AND DIRECTORS. CFB will
indemnify the officers and directors of Financial and Bank for all actions they
take in the performance of their duties as required by this Agreement to the
same extent that CFB indemnifies its officers and directors for all actions they
take in the performance of their duties as required by this Agreement.

A-31

<PAGE>

IN WITNESS WHEREOF, CFB, Acquisition Subsidiary and Financial have caused
this Agreement to be signed by their respective officers thereunto duly
authorized as of the date first above written.

COMMUNITY FIRST BANKSHARES, INC.

By:/s/ DONALD R. MENGEDOTH
----------------------------------------
Name: Donald R. Mengedoth
Title: Chairman and President

Attest:

By:/s/ JEROME B. WOODS
---------------------------
Jerome B. Woods
Senior Vice President

TRINIDAD ACQUISITION CORPORATION

By:/s/ DONALD R. MENGEDOTH
----------------------------------------
Name: Donald R. Mengedoth
Title: President

Attest:

By:/s/ JEROME B. WOODS
---------------------------
Jerome B. Woods
Senior Vice President

FINANCIAL BANCORP, INC.

By:/s/ EUGENE AIELLO
----------------------------------------
Name: Eugene Aiello
Title: President

Attest:

- ---------------------------
Name:
Title: Secretary

A-32
<PAGE>

APPENDIX B

STATUTORY RIGHTS OF DISSENTING SHAREHOLDERS
UNDER THE COLORADO BUSINESS CORPORATION ACT

ARTICLE 113
DISSENTERS' RIGHTS

PART 1
RIGHT OF DISSENT--PAYMENT FOR SHARES

7-113-101 DEFINITIONS.--For purposes of this article:
(1) "Beneficial shareholder" means the beneficial owner of shares held in
a voting trust or by a nominee as the record shareholder.
(2) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action, or the surviving or acquiring domestic or foreign
corporation, by merger or share exchange of that issuer.
(3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under section 7-113-102 and who exercises that right at the
time and in the manner required by part 2 of this article.
(4) "Fair value", with respect to a dissenter's shares, means the value of
the shares immediately before the effective date of the corporate action to
which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action except to the extent that exclusion would
be inequitable.
(5) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans or, if none, at the legal rate as
specified in section 5-12-101, C.R.S.
(6) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares
that are registered in the name of a nominee to the extent such owner is
recognized by the corporation as the shareholder as provided in
section 7-107-204.
(7) "Shareholder" means either a record shareholder or a beneficial
shareholder.

7-113-102 RIGHT TO DISSENT.--(1) A shareholder, whether or not entitled
to vote, is entitled to dissent and obtain payment of the fair value of his or
her shares in the event of any of the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a party
if:
(I) Approval by the shareholders of that corporation is required for the
merger by section 7-111-103 or 7-111-104 or by the articles of incorporation, or

(II) The corporation is a subsidiary that is merged with its parent
corporation under section 7-111-104;
(b) Consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired;
(c) Consummation of a sale, lease, exchange, or other disposition of all,
or substantially all, of the property of the corporation for which a shareholder
vote is required under section 7-112-102(1); and
(d) Consummation of a sale, lease, exchange, or other disposition of all,
or substantially all, of the property of an entity controlled by the corporation
if the shareholders of the corporation were entitled to vote upon the consent of
the corporation to the disposition pursuant to section 7-112-102(2).
(2) A shareholder, whether or not entitled to vote, is entitled to dissent
and obtain payment of the fair value of the shareholder's shares in the event
of:
(a) An amendment to the articles of incorporation that materially and
adversely affects rights in respect of the shares because it:
(I) Alters or abolishes a preferential right of the shares; or

B-1

<PAGE>

(II) Creates, alters, or abolishes a right in respect of redemption of the
shares, including a provision respecting a sinking fund for their redemption or
repurchase; or
(b) An amendment to the articles of incorporation that affects rights in
respect of the shares because it:
(I) Excludes or limits the right of the shares to vote on any matter, or
to cumulate votes, other than a limitation by dilution through issuance of
shares or other securities with similar voting rights; or
(II) Reduces the number of shares owned by the shareholder to a fraction of
a share or to scrip if the fractional share or scrip so created is to be
acquired for cash or the scrip is to be voided under section 7-106-104.
(3) A shareholder is entitled to dissent and obtain payment of the fair
value of the shareholder's shares in the event of any corporate action to the
extent provided by the bylaws or a resolution of the board of directors.
(4) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this article may not challenge the corporate action
creating such entitlement unless the action is unlawful or fraudulent with
respect to the shareholder or the corporation.

7-113-103 DISSENT BY NOMINEES AND BENEFICIAL OWNERS.--(1) A record
shareholder may assert dissenters' rights as to fewer than all the shares
registered in the record shareholder's name only if the record shareholder
dissents with respect to all shares beneficially owned by any one person and
causes the corporation to receive written notice which states such dissent and
the name, address, and federal taxpayer identification number, if any, of each
person on whose behalf the record shareholder asserts dissenters' rights. The
rights of a record shareholder under this subsection (1) are determined as if
the shares as to which the record shareholder dissents and the other shares of
the record shareholder were registered in the names of different shareholders.
(2) A beneficial shareholder may assert dissenters' rights as to the
shares held on the beneficial shareholder's behalf only if:
(a) The beneficial shareholder causes the corporation to receive the
record shareholder's written consent to the dissent not later than the time the
beneficial shareholder asserts dissenters' rights; and
(b) The beneficial shareholder dissents with respect to all shares
beneficially owned by the beneficial shareholder.
(3) The corporation may require that, when a record shareholder dissents
with respect to the shares held by any one or more beneficial shareholders, each
such beneficial shareholder must certify to the corporation that the beneficial
shareholder and the record shareholder or record shareholders of all shares
owned beneficially by the beneficial shareholder have asserted, or will timely
assert, dissenters' rights as to all such shares as to which there is no
limitation on the ability to exercise dissenters' rights. Any such requirement
shall be stated in the dissenters' notice given pursuant to section 7-113-203.

PART 2
PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS

7-113-201 NOTICE OF DISSENTERS' RIGHTS.--(1) If a proposed corporate
action creating dissenters' rights under section 7-113-102 is submitted to a
vote at a shareholders' meeting, the notice of the meeting shall be given to all
shareholders, whether or not entitled to vote. The notice shall state that
shareholders are or may be entitled to assert dissenters' rights under this
article and shall be accompanied by a copy of this article and the materials, if
any, that, under articles 101 to 117 of this title, are required to be given to
shareholders entitled to vote on the proposed action at the meeting. Failure to
give notice as provided by this subsection (1) to shareholders not entitled to
vote shall not affect any action taken at the shareholders' meeting for which
the notice was to have been given.

B-2

<PAGE>

(2) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is authorized without a meeting of shareholders pursuant to
section 7-107-104, any written or oral solicitation of a shareholder to execute
a writing consenting to such action contemplated in section 7-107-104 shall be
accompanied or preceded by a written notice stating that shareholders are or may
be entitled to assert dissenters' rights under this article, by a copy of this
article, and by the materials, if any, that, under articles 101 to 117 of this
title, would have been required to be given to shareholders entitled to vote on
the proposed action if the proposed action were submitted to a vote at a
shareholders' meeting. Failure to give notice as provided by this subsection
(2) to shareholders not entitled to vote shall not affect any action taken
pursuant to section 7-107-104 for which the notice was to have been given.

7-113-202 NOTICE OF INTENT TO DEMAND PAYMENT.--(1) If a proposed
corporate action creating dissenters' rights under section 7-113-102 is
submitted to a vote at a shareholders' meeting, a shareholder who wishes to
assert dissenters' rights shall:
(a) Cause the corporation to receive, before the vote is taken, written
notice of the shareholder's intention to demand payment for the shareholder's
shares if the proposed corporate action is effectuated; and
(b) Not vote the shares in favor of the proposed corporate action.
(2) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is authorized without a meeting of shareholders pursuant to
section 7-107-104, a shareholder who wishes to assert dissenters' rights shall
not execute a writing consenting to the proposed corporate action.
(3) A shareholder who does not satisfy the requirements of subsection (1)
or (2) of this section is not entitled to demand payment for the shareholder's
shares under this article.

7-113-203 DISSENTERS' NOTICE--(1) If a proposed corporate action creating
dissenters' rights under section 7-113-102 is authorized, the corporation shall
give a written dissenters' notice to all shareholders who are entitled to demand
payment for their shares under this article.
(2) The dissenters' notice required by subsection (1) of this section
shall be given no later than ten days after the effective date of the corporate
action creating dissenters' rights under section 7-113-102 and shall:
(a) State that the corporate action was authorized and state the effective
date or proposed effective date of the corporate action;
(b) State an address at which the corporation will receive payment demands
and the address of a place where certificates for certificated shares must be
deposited;
(c) Inform holders of uncertificated shares to what extent transfer of the
shares will be restricted after the payment demand is received;
(d) Supply a form for demanding payment, which form shall request a
dissenter to state an address to which payment is to be made;
(e) Set the date by which the corporation must receive the payment demand
and certificates for certificated shares, which date shall not be less than
thirty days after the date the notice required by subsection (1) of this section
is given;
(f) State the requirement contemplated in section 7-113-103 (3), if such
requirement is imposed; and
(g) Be accompanied by a copy of this article.

7-113-204 PROCEDURE TO DEMAND PAYMENT.--(1) A shareholder who is given a
dissenters' notice pursuant to section 7-113-203 and who wishes to assert
dissenters' rights shall, in accordance with the terms of the dissenters'
notice:
(a) Cause the corporation to receive a payment demand, which may be the
payment demand form contemplated in section 7-113-203(2)(d), duly completed, or
may be stated in another writing; and

B-3

<PAGE>

(b) Deposit the shareholder's certificates for certificated shares.
(2) A shareholder who demands payment in accordance with subsection (1) of
this section retains all rights of a shareholder, except the right to transfer
the shares, until the effective date of the proposed corporate action giving
rise to the shareholder's exercise of dissenters' rights and has only the right
to receive payment for the shares after the effective date of such corporate
action.
(3) Except as provided in section 7-113-207 or 7-113-209(1)(b), the demand
for payment and deposit of certificates are irrevocable.
(4) A shareholder who does not demand payment and deposit the
shareholder's share certificates as required by the date or dates set in the
dissenters' notice is not entitled to payment for the shares under this article.

7-113-205 UNCERTIFICATED SHARES.--(1) Upon receipt of a demand for
payment under section 7-113-204 from a shareholder holding uncertificated
shares, and in lieu of the deposit of certificates representing the shares, the
corporation may restrict the transfer thereof.
(2) In all other respects, the provisions of section 7-113-204 shall be
applicable to shareholders who own uncertificated shares.

7-113-206 PAYMENT.--(1) Except as provided in section 7-113-208, upon the
effective date of the corporate action creating dissenters' rights under section
7-113-102 or upon receipt of a payment demand pursuant to section 7-113-204, at
the address stated in the payment demand, or if no such address is stated in the
payment demand, at the address shown on the corporation's current record of
shareholders for the record shareholder holding the dissenters' shares, the
amount the corporation estimates to be the fair value of the dissenter's shares,
plus accrued interest.
(2) The payment made pursuant to subsection (1) of this section shall be
accompanied by:
(a) The corporation's balance sheet as of the end of its most recent
fiscal year or, if that is not available, the corporation's balance sheet as of
the end of a fiscal year ending not more than sixteen months before the date of
payment, an income statement for that year, and, if the corporation customarily
provides such statements to shareholders, a statement of changes in
shareholders' equity for that year and a statement of cash flow for that year,
which balance sheet and statements shall have been audited if the corporation
customarily provides audited financial statements to shareholders, as well as
the latest available financial statements, if any, for the interim or full-year
period, which financial statements need not be audited;
(b) A statement of the corporation's estimate of the fair value of the
shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's right to demand payment under section
7-113-209; and
(e) A copy of this article.

7-113-207 FAILURE TO TAKE ACTION.--(1) If the effective date of the
corporate action creating dissenters' rights under section 7-113-102 does not
occur within sixty days after the date set by the corporation by which the
corporation must receive the payment demand as provided in section 7-113-203,
the corporation shall return the deposited certificates and release the transfer
restrictions imposed on uncertificated shares.
(2) If the effective date of the corporate action creating dissenters'
rights under section 7-113-102 occurs more than sixty days after the date set by
the corporation by which the corporation must receive the payment demand as
provided in section 7-113-203, then the corporation shall send a new dissenters'
notice, as provided in section 7-113-203, and the provisions of sections 7-113-
204 to 7-113-209 shall again be applicable.

7-113-208 SPECIAL PROVISIONS RELATING TO SHARES ACQUIRED AFTER
ANNOUNCEMENT OF PROPOSED CORPORATE ACTION.--(1) The corporation may, in or with
the

B-4

<PAGE>

dissenters' notice given pursuant to section 7-113-203, state the date of the
first announcement to news media or to shareholders of the terms of the proposed
corporate action creating dissenters' rights under section 7-113-102 and state
that the dissenter shall certify in writing, in or with the dissenter's payment
demand under section 7-113-204, whether or not the dissenter (or the person on
whose behalf dissenters' rights are asserted) acquired beneficial ownership of
the shares before that date. With respect to any dissenter who does not so
certify in writing, in or with the payment demand, that the dissenter or the
person on whose behalf the dissenter asserts dissenters' rights acquired
beneficial ownership of the shares before such date, the corporation may, in
lieu of making the payment provided in section 7-113-206, offer to make such
payment if the dissenter agrees to accept it in full satisfaction of the demand.
(2) An offer to make payment under subsection (1) of this section shall
include or be accompanied by the information required by section 7-113-206(2)

7-113-209 PROCEDURE IF DISSENTER IS DISSATISFIED WITH PAYMENT OR
OFFER.--(1) A dissenter may give notice to the corporation in writing of the
dissenter's estimate of the fair value of the dissenter's shares and of the
amount of interest due and may demand payment of such estimate, less any payment
made under section 7-113-206, or reject the corporation's offer under
section 7-113-208 and demand payment of the fair value of the shares and
interest due, if:
(a) The dissenter believes that the amount paid under section 7-113-206 or
offered under section 7-113-208 is less than the fair value of the shares or
that the interest due was incorrectly calculated;
(b) The corporation fails to make payment under section 7-113-206 within
sixty days after the date set by the corporation by which the corporation must
receive the payment demand; or
(c) The corporation does not return the deposited certificates or release
the transfer restrictions imposed on uncertificated shares as required by
section 7-113-207(1).
(2) A dissenter waives the right to demand payment under this section
unless the dissenter causes the corporation to receive the notice required by
subsection (1) of this section within thirty days after the corporation made or
offered payment for the dissenter's shares.

PART 3
JUDICIAL APPRAISAL OF SHARES

7-113-301 COURT ACTION.--(1) If a demand for payment under section 7-113-
209 remains unresolved, the corporation may, within sixty days after receiving
the payment demand, commence a proceeding and petition the court to determine
the fair value of the shares and accrued interest. If the corporation does not
commence the proceeding within the sixty-day period, it shall pay to each
dissenter whose demand remains unresolved the amount demanded.
(2) The corporation shall commence the proceeding described in subsection
(1) of this section in the district court of the county in this state where the
corporation's principal office is located or, if it has no principal office in
this state, in the district court of the county in which its registered office
is located. If the corporation is a foreign corporation without a registered
office in this state, it shall commence the proceeding in the county in this
state where the registered office of the domestic corporation merged into, or
whose shares were acquired by, the foreign corporation was located.
(3) The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unresolved parties to the proceeding commenced
under subsection (2) of this section as in an action against their shares, and
all parties shall be served with a copy of the petition. Service on each
dissenter shall be by registered or certified mail, to the address stated in
such dissenter's payment demand, or if no such address is stated in the payment
demand, at the address shown on the corporation's current record of shareholders
for the record shareholder holding the dissenter's shares, or as provided by
law.

B-5

<PAGE>

(4) The jurisdiction of the court in which the proceeding is commenced
under subsection (2) of this section is plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend a
decision on the question of fair value. The appraisers have the powers
described in the order appointing them, or in any amendment to such order. The
parties to the proceeding are entitled to the same discovery rights as parties
in other civil proceedings.
(5) Each dissenter made a party to the proceeding commenced under
subsection (2) of this section is entitled to judgment for the amount, if any,
by which the court finds the fair value of the dissenter's shares, plus
interest, exceeds the amount paid by the corporation, or for the fair value,
plus interest, of the dissenter's shares for which the corporation elected to
withhold payment under section 7-113-208.

7-113-302 COURT COSTS AND COUNSEL FEES.--(1) The court in an appraisal
proceeding commenced under section 7-113-301 shall determine all costs of the
proceeding, including the reasonable compensation and expenses of appraisers
appointed by the court. The court shall assess the costs against the
corporation; except that the court may assess costs against all or some of the
dissenters, in amounts the court finds equitable, to the extent the court finds
the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding
payment under section 7-113-209.
(2) The court may also assess the fees and expenses of counsel and experts
for the respective parties, in amounts the court finds equitable:
(a) Against the corporation and in favor of any dissenters if the court
finds the corporation did not substantially comply with the requirements of part
2 of this article; or
(b) Against either the corporation or one or more dissenters, in favor of
any other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith with
respect to the rights provided by this article.
(3) If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court may
award to said counsel reasonable fees to be paid out of the amounts awarded to
the dissenters who were benefitted.

B-6
<PAGE>

APPENDIX C

EXAMPLES OF CALCULATIONS OF THE EXCHANGE RATE

The following examples are presented for informational purposes only to
illustrate the procedure for determining the Exchange Rate in the Merger given a
variety of assumptions. The information presented below is not intended as an
estimate or projection of any of the data that will be used to determine the
Exchange Rate or of the amount that a Financial shareholder may ultimately
receive in the Merger. Further, the examples are not intended to provide a
range of such amounts; the actual Exchange Rate may be higher than the highest
amount presented or lower than the lowest amount presented.

Each of the following examples uses certain assumed levels for the Net
Worth of Financial as of the Determination Date as adjusted pursuant to the
Merger Agreement by the following adjustments to the Determination Date Balance
Sheet: (A) excluding the effect of any FASB 115 adjustment; (B) the elimination
of any loss on the sale of securities permitted by Section 4.3(f) of the Merger
Agreement; and (C) the amount of the Bank's loan loss reserve which exceeds the
required level as provided in Section 4.1(k)(xxiv) of the Merger Agreement shall
increase Net Worth (after tax effect, if any). Total consolidated liabilities
of Financial shall include, without limitation, provisions for taxes and the
expenses of the preparation of the final tax return for Financial. See "The
Merger--Conversion of Financial Common Stock." The examples illustrate the
effects of various assumed levels of the Trading Value of CFB Common Stock on
the Exchange Rate and the resulting aggregate consideration to be received by
Financial shareholders in the Merger. The actual Trading Value of CFB Common
Stock in connection with the Merger will be equal to the average of the per
share closing price for the CFB Common Stock for the 20 trading days ending at
the end of the trading day immediately preceding the Closing Date.

The Net Worth does not reflect (i) any decrease in Net Worth anticipated to
result from certain non-recurring expenses to consummate the Merger, currently
estimated to be between $200,000 and $220,000, or (ii) any increase in Net Worth
resulting from undistributed earnings of Financial following March 31, 1996.

C-1

<PAGE>

EXAMPLE I

ASSUMPTIONS:

Hypothetical Trading Value of CFB Common Stock:
$23.56 (assumed to be equal to the closing sale price on June 10, 1996).
Outstanding shares of Financial Common Stock:
6,000 shares (based on number outstanding on March 31, 1996).
Net Worth of Financial on Determination Date:
$9,489,244 (assumed to be equal to Net Worth at March 31, 1996, as adjusted
under the Merger Agreement).

CALCULATION OF EXCHANGE RATE:

a. Financial Share Value
(i) Net Worth: $9,489,244
(ii) Add: Premium $3,009,474
(iii) Divided by number of outstanding shares
of Financial: 6,000

Financial Share Value: $2,083.12

b. Exchange Rate=
Financial Share Value divided by $23.56 Trading Value:
88.4177

Aggregate number of shares of CFB Common Stock to be issued in the Merger:
(6,000 shares of Financial Common Stock x 88.4177
Exchange Rate--excludes effects of fractional shares) 530,506

Aggregate dollar value of the Merger consideration: $12,498,721
(shares of CFB Common Stock to be issued multiplied by Trading Value)

C-2

<PAGE>

EXAMPLE II

ASSUMPTIONS:

Hypothetical Trading Value of CFB Common Stock:
$27.00.
Outstanding shares of Financial Common Stock:
6,000 shares (based on number outstanding on March 31, 1996).
Net Worth of Financial on Determination Date:
$9,489,244 (assumed to be equal to Net Worth at March 31, 1996, as adjusted
under the Merger Agreement).

CALCULATION OF EXCHANGE RATE:

a. Financial Share Value
(i) Net Worth: $9,489,244
(ii) Add: Premium $3,009,474
(iii) Divided by number of outstanding shares
of Financial: 6,000

Financial Share Value: $2,083.12

b. Exchange Rate=
Financial Share Value divided by $27.00 Trading Value: 77.1526

Aggregate number of shares of CFB Common Stock to be issued in the Merger:
(6,000 shares of Financial Common Stock x 77.1526
Exchange Rate--excludes effects of fractional shares) 462,916

Aggregate dollar value of the Merger consideration: $12,498,732
(shares of CFB Common Stock to be issued multiplied by Trading Value)

C-3

<PAGE>

EXAMPLE III

ASSUMPTIONS:

Hypothetical Trading Value of CFB Common Stock:
$18.00.*
Outstanding shares of Financial Common Stock:
6,000 shares (based on number outstanding on March 31, 1996).
Net Worth of Financial on Determination Date:
$9,489,244 (assumed to be equal to Net Worth at March 31, 1996, as adjusted
under the Merger Agreement).

CALCULATION OF EXCHANGE RATE:

a. Financial Share Value
(i) Net Worth: $9,489,244
(ii) Add: Premium $3,009,474
(iii) Divided by number of outstanding shares
of Financial: 6,000

Financial Share Value: $2,083.12

b. Exchange Rate=
Financial Share Value divided by $19.50 (calculation if Trading
Value is less than $19.50): 106.8267

Aggregate number of shares of CFB Common Stock to be issued in the Merger:
(6,000 shares of Financial Common Stock x 106.8267
Exchange Rate--excludes effects of fractional shares) 640,960

Aggregate dollar value of the Merger consideration: $11,537,280
(shares of CFB Common Stock to be issued multiplied by $18.00 Trading
Value)

___________________

* If the Trading Value of CFB Common Stock is below $19.50, either CFB or
Financial has the right to terminate the Merger Agreement.

C-4
<PAGE>

PART II

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

CFB's Bylaws require indemnification of directors and officers of CFB to
the fullest extent permitted by Delaware law. Section 145 of the Delaware
General Corporation Law generally provides that any person who was or is a
director or officer may be indemnified against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in which he or she is involved by reason of the
fact that he or she is or was a director or officer if he or she acted in good
faith and in a manner that he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, if he or she had no reasonable cause to believe that his
or her conduct was unlawful. However, if the legal proceeding is by or in the
right of the corporation, the director or officer may not be indemnified in
respect of any claim, issue or matter as to which he or she shall have been
adjudged to be liable to the corporation unless the court in which such action
was brought deems it proper.

CFB currently has in effect policies of insurance which provide insurance
protection to its directors and officers against some liabilities which may be
incurred by them on account of their services to CFB. CFB has also entered into
indemnification agreements with each of its directors and officers, which
agreements provide for indemnification to the fullest extent permitted by
Delaware law, except that with respect to an action commenced by an indemnitee
against CFB or by the indemnitee as a derivative action by or in the right of
CFB, such indemnitees shall be indemnified at the discretion of the Board of
Directors. Subject to certain limitations, the agreements also provide for
indemnification against any and all expenses (including attorneys fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the indemnitee in connection with any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (including, without limitation, any derivative action by or in
the right of CFB) to which the indemnitee is, was, or at any time becomes a
party or is threatened to be made a party by reason of the fact that the
indemnitee is or was at any time a director, officer, employee, or agent of CFB
or is or was serving or at any time serves at the request of CFB as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

2.1 Agreement and Plan of Merger, dated as of March 8, 1996, between Financial
Bancorp, Inc., the Registrant and Trinidad Acquisition Corp. (included as
Appendix A to the Proxy Statement-Prospectus).

3.1 Restated Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993 (the "1993 Form 10-K")).

3.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (File No. 33-41246) as
declared effective by the Commission on August 13, 1991 (the "1991 S-1")).

4.1 Certificate of Designations, Preferences and Rights of 7% Cumulative
Convertible Preferred Stock of the Registrant (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form

II-1

<PAGE>

S-3 (File No. 33-77398) as declared effective by the Securities and
Exchange Commission on May 4, 1994 (the "1994 Form S-3")).

4.2 Deposit Agreement dated as of May 4, 1994 by and among the Registrant,
Norwest Bank Minnesota, National Association, as Depositary, and the
Holders from time to time of the Depositary Receipts (incorporated by
reference to Exhibit 4.2 to the 1994 Form S-3).

4.3 Certificate of Designations, Preferences and Rights of Series A Junior
Participating Preferred Stock (incorporated by reference to Exhibit A to
Exhibit 1 to the Registrants Registration Statement on Form 8-A filed with
the Commission on January 9, 1995 (the "Form 8-A")).

4.4 Form of Rights Agreement dated as of January 5, 1995 by and between the
Registrant and Norwest Bank Minnesota, N.A. (incorporated by reference to
Exhibit 1 to the Form 8-A).

5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P., counsel to the
Registrant.

8.1 Form of Opinion of Lindquist & Vennum P.L.L.P., special tax counsel as to
certain tax matters.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Van Dorn and Bossi.

23.3 Consent of Fortner, Bayens, Levkulich & Co., P.C.

23.4 Consent of Lindquist & Vennum P.L.L.P. (see Exhibit 5.1 above).

23.5 Consent of Hacker, Nelson & Co., P.C.

24.1 A power of attorney is set forth on the signature page of the Registration
Statement.

99.1 Form of proxy for Special Meeting of Shareholders of Financial Bancorp,
Inc.

(b) Financial Schedules

All financial statement schedules have been omitted because they are not
applicable or the required information is included in the financial statements
or notes thereto presented elsewhere herein.

II-2

<PAGE>

ITEM 22. UNDERTAKINGS

1. Registrant hereby undertakes that, for the purpose of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

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

(2) The registrant undertakes that every prospectus: (i) that is
filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

3. Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933 (the "Act") may be permitted to officers,
directors and controlling persons of the Registrant pursuant to the provisions
of Item 20, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by an officer, director
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such officer, director or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fargo and the State of
North Dakota, on this 17th day of June, 1996.

COMMUNITY FIRST BANKSHARES, INC.

By/S/ Donald R. Mengedoth
-------------------------------------
Donald R. Mengedoth
President, Chief Executive
Officer and Chairman of the Board

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Donald R. Mengedoth and Mark A. Anderson, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting upon said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or either of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 17th day of June, 1996, by
the following persons in the capacities indicated.

Signature Title
- --------- -----

/S/ Donald R. Mengedoth President, Chief Executive Officer,
- -------------------------- Chairman of the Board of Directors and
Donald R. Mengedoth Director (principal executive officer)

/S/ Mark A. Anderson Executive Vice President, Chief Financial
- -------------------------- Officer, Secretary and Treasurer
Mark A. Anderson (principal financial and accounting officer)

/S/ Patricia A. Adam Director
- --------------------------
Patricia A. Adam

II-4

<PAGE>

Signature Title
- --------- -----

/S/ James T. Anderson Director
- --------------------------
James T. Anderson

/S/ Patrick E. Benedict Director
- --------------------------
Patrick E. Benedict

/S/ Patrick Delaney Director
- --------------------------
Patrick Delaney

/S/ John H. Flittie Director
- --------------------------
John H. Flittie

/S/ Cargill Macmillan, Jr. Director
- --------------------------
Cargill MacMillan, Jr.

/S/ Dean E. Smith Director
- --------------------------
Dean E. Smith

/S/ Thomas C. Wold Director
- --------------------------
Thomas C. Wold

/S/ Harvey L. Wollman Director
- --------------------------
Harvey L. Wollman

II-5

<PAGE>

INDEX TO EXHIBITS

Exhibit Description
- ------- -----------
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P., counsel to the
Registrant.

8.1 Form of Opinion of Lindquist & Vennum P.L.L.P., special tax counsel as
to certain tax matters.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Van Dorn and Bossi.

23.3 Consent of Fortner, Bayens, Levkulich & Co., P.C.

23.5 Consent of Hacker, Nelson & Co., P.C.

99.1 Form of proxy for Special Meeting of Shareholders of Financial
Bancorp, Inc.

<PAGE>

[LETTERHEAD]

Exhibit 5.1

June 18, 1996

Community First Bankshares, Inc.
520 Main Avenue
Fargo, North Dakota 58124

Re: Registration Statement on Form S-4
----------------------------------

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-4 filed by
Community First Bankshares, Inc. (the "Company") with the Securities and
Exchange Commission on June 18, 1996 relating to the registration of 640,960
shares of Common Stock, $.01 par value (the "Shares"), to be issued by the
Company in connection with the proposed merger of a subsidiary of the Company
with and into Financial Bancorp, Inc., a Colorado corporation, please be advised
that as counsel to the Company, upon examination of such corporate documents and
records as we have deemed necessary or advisable for the purposes of this
opinion, it is our opinion that:

1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.

2. All necessary corporate action on the part of the Company has been
taken to authorize the issuance of the Shares to be issued in
connection with such merger and, when issued pursuant to the merger
and paid for as contemplated by the Registration Statement, the Shares
will be legally issued, fully paid and nonassessable.

We hereby consent (i) to the filing of this opinion as an exhibit to the
Registration Statement, (ii) the filing of the form of tax opinion as Exhibit
8.1 to the Registration Statement and (iii) to the reference to our firm under
the headings "The Merger - Regulatory Approvals; Conditions to the Merger" and
"- Certain Federal Income Tax Consequences" and "Legal Matters" in the Proxy
Statement/Prospectus comprising a part of the Registration Statement.

Very truly yours,

/s/ LINDQUIST & VENNUM P.L.L.P.

<PAGE>

[LETTERHEAD]

Exhibit 8.1
DRAFT DATED 6/17/96

June __, 1996

Board of Directors of
Financial Bancorp, Inc.
125 N. Commercial Street
Trinidad, CO 81082

Board of Directors of
Community First Bankshares, Inc.
520 Main Avenue
Fargo, ND 58124-0001

Re: Proposed Merger

Ladies and Gentlemen:

You have requested that we render an opinion with respect to certain United
States federal income tax considerations related to the proposed merger between
Financial Bancorp, Inc. ("Financial"), Community First Bankshares, Inc. ("CFB")
and Trinidad Acquisition Corporation, a wholly-owned subsidiary of CFB ("TAC"),
pursuant to which TAC will be merged with and into Financial (the "Merger").

We have examined the Agreement and Plan of Merger by and among CFB, TAC and
Financial executed March 8, 1996 (the "Merger Agreement"), and the Form S-4
Registration Statement (the "Registration Statement") filed with the Securities
and Exchange Commission (the "SEC") on June 18, 1996 under the Securities Act of
1933, as amended, which Registration Statement includes a Proxy Statement and a
Prospectus (collectively the "Proxy Statement-Prospectus"). Unless otherwise
defined in this letter, terms defined in the Proxy Statement-Prospectus are used
herein as defined therein. We also have examined such matters of law, including
the provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
proposed and finalized Treasury regulations promulgated thereunder (the
"Regulations"), and judicial and administrative decisions, rulings and
interpretations thereof currently in effect, as we

<PAGE>

LINDQUIST & VENNUM P.L.L.P.
DRAFT DATED 6/17/96
Board of Directors
June __, 1996
Page 2

have deemed appropriate as a basis for our opinions set forth below. All
section references herein are to the Code unless stated otherwise.

In rendering this opinion, we have relied upon the current and continued
accuracy of the factual matters we have considered, including the recitals,
agreements, representations and warranties contained in or made pursuant to the
Merger Agreement, as well as the representations and warranties of the
Managements of CFB, TAC and Financial made to Lindquist & Vennum P.L.L.P. for
purposes of rendering this opinion.

Based on the foregoing, and subject to the qualifications set forth herein,
we are of the opinion that if the Merger is effected in accordance with the Plan
and the above facts and representations:

1. Provided that the proposed Merger qualifies under Colorado law, and
after the Merger Financial holds substantially all of its assets and
substantially all of the assets of TAC, and in the transaction, Financial
shareholders exchange an amount of stock constituting control of Financial
within the meaning of Section 368(c) of the Code solely for CFB voting stock,
the transaction will constitute a reorganization within the meaning of Section
368(a)(1)(A). The reorganization will not be disqualified by reason of the fact
that the stock of CFB will be used in the transaction (Section 368(a)(2)(E)).
For purposes of this ruling "substantially all" means at least 90 percent of the
fair market value of the net assets and at least 70 percent of the fair market
value of the gross assets of each of TAC and Financial. Financial, CFB, and TAC
will each be "a party to a reorganization" within the meaning of Section 368(b).

2. No gain or loss will be recognized by TAC on the transfer of its assets
to Financial in exchange for Financial Common Stock (Section 361(a)).

3. No gain or loss will be recognized by Financial upon the receipt of the
assets of TAC in exchange for Financial Common Stock.

4. The basis of the assets of TAC acquired by Financial will be the same
as the basis of such assets in the hands of TAC immediately prior to the
exchange (Section 362(b)).

5. No gain or loss will be recognized by CFB upon the receipt of Financial
Common Stock solely in exchange for CFB Common Stock (Section 1032(a)).

6. The holding period of the assets of TAC in the hands of Financial, in
each instance, will include the period during which such assets were held by TAC
(Section 1223(2)).

<PAGE>

LINDQUIST & VENNUM P.L.L.P.
DRAFT DATED 6/17/96
Board of Directors
June __, 1996
Page 3

7. No gain or loss will be recognized by the shareholders of Financial
upon the exchange of their Financial Common Stock solely for CFB Common Stock
(including any fractional share interests received, if any) (Section 354(a)(1)).

8. The basis of the CFB Common Stock (including any fractional share
interests received, if any) to be received by Financial shareholders will be the
same as the basis of Financial Common Stock surrendered in exchange therefor
(Section 358(a)(1)).

9. The holding period of the CFB Common Stock (including any fractional
share interests received, if any) received by Financial shareholders will
include the period during which the Financial Common Stock surrendered therefor
was held, provided the Financial Common Stock was held as a capital asset in the
hands of the shareholders on the date of the exchange (Section 1223(1)).

10. As provided by Section 381(a) of the Code and Section 1.381(a)-1 of
the Regulations, Financial will succeed to and take into account the items of
TAC described in Section 381(c) of the Code. These items will be taken into
account by Financial subject to the provisions and limitations specified in
Section 381, 382, 383, ad 384 of the Code and the Regulations thereunder.

11. As provided by Section 381(c)(2) of the Code and Section 1.381(c)(2)-1
of the Regulations, Financial will succeed to and take into account immediately
after the transaction, the earnings and profits, or deficit in earnings and
profits of TAC as of the date of transfer. Any deficit in earnings and profits
will be used only to offset the earnings and profits accumulated after the date
of transfer.

12. The payment of cash in lieu of fractional share interests of CFB
Common Stock will be treated as if the fractional shares were distributed as
part of the exchange and then were redeemed by CFB. These cash payments will be
treated as having been received as distributions in full payment in exchange for
the fractional share interests redeemed as provided in Section 302(a) of the
Code (Rev. Rul. 66-365, 1966-2 C.B. 116 and Rev. Proc. 77-41, 1971-2 C.B. 574).

Other than the specific tax opinions set forth in this letter, no other
opinion has been rendered with respect to the tax treatment of the proposed
transaction, including, but not limited to, the tax treatment of the proposed
transaction under other provisions of the Code and the Regulations, the tax
treatment of any conditions existing at the time of, or effects resulting from,
the proposed transaction that are not specifically covered by the above
opinions, or the tax treatment of the proposed transaction under state, local,
foreign or any other tax laws..

<PAGE>

LINDQUIST & VENNUM P.L.L.P.
DRAFT DATED 6/17/96
Board of Directors
June __, 1996
Page 4

The opinions expressed herein are rendered as of the date hereof. Changes
in the law, facts or the representations relied upon could adversely affect the
conclusions reached in this opinion. No assurance can be given that forthcoming
changes in the Code or Regulations, Internal Revenue Service interpretations,
administrative pronouncements, or court decisions would not adversely impact
this transaction either retroactively and/or prospectively.

This opinion is for the sole use of the Boards of Directors of Financial
and CFB and may not be relied upon by any other entity or individual.

Sincerely,

LINDQUIST & VENNUM P.L.L.P.

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Proxy Statement-Prospectus of
Financial Bancorp, Inc. and Community First Bankshares, Inc. for the
registration of 640,960 shares of common stock of Community First
Bankshares, Inc. and to the incorporation by reference therin of our report
dated January 25, 1996, with respect to the consolidated financial statements
of Community First Bankshares, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1995, filed with the Securities and Exchange
Commission.

/s/ Ernst & Young LLP

Minneapolis, Minnesota
June 17, 1996

<PAGE>

Exhibit 23.2

VAN DORN & BOSSI
Certified Public Accountants

June 17, 1996

Financial Bancorp, Inc.
125 North Commercial Street
Trinidad, Colorado 81082

Re: Consent to Filing of Consolidated Financial Statements

Ladies and Gentlemen:

We hereby consent to the inclusion of our auditor's report on the consolidated
financial statements of Financial Bancorp, Inc. and subsidiary as of December
31, 1995, 1994 and 1993 and for each of the years then ended as an exhibit to
the Registration Statement on Form S-4 which has been delivered to the
Securities and Exchange Commission in connection with the merger of Financial
Bancorp, Inc., a Colorado corporation, with Trinidad Acquisition Corporation, a
Colorado corporation, and Community First Bankshares, Inc., a Delaware
corporation, with Community First Bankshares, Inc. being the survivor, pursuant
to that certain Agreement and Plan of Merger date as of March 8, 1996 and to the
use of our name in the Proxy Statement/Prospectus forming a part of the
Registration Statement.

Very truly yours,

/s/ Van Dorn & Bossi

Certified Public Accountants

<PAGE>

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the use of our audit report dated January 26, 1995 with respect
to the consolidated financial statements of First Community Bankshares, Inc.
and Subsidiaries incorporated by reference in the Registration Statement
(Form S-4) and related Joint Proxy Statement/Prospectus of Community First
Bankshares, Inc. for the registration of 640,960 shares of its common stock.

/s/ Fortner, Bayens, Levkulich & Co., P.C.

Denver, Colorado
June 17, 1996

<PAGE>

EXHIBIT 23.5

CONSENT OF INDEPENDENT AUDITORS' OF MINOWA BANCSHARES, INC. AND SUBSIDIARIES

We consent to the inclusion of our audit report dated February 1, 1995, with
respect to the consolidated financial statemetns of Minowa Bancshares, Inc.
and Subsidiaries included in the Registration Statement (Form S-4) and
related Joint Proxy Statement/Prospectus of Community First Bankshares, Inc.
for the registration of 640,960 shares of its common stock.

/s/ HACKER, NELSON & CO., P.C.

Decorah, Iowa
June 17, 1996

<PAGE>

Exhibit 99.1
FINANCIAL BANCORP, INC.
PROXY

The undersigned hereby appoints Eugene Aiello and Same F. Falsetto, or
either of them with the power of substitution, as proxies to vote all shares of
the Common Stock of the Company owned by the undersigned at the Special Meeting
of the Stockholders to be held on _________, 1996, or to any adjournments or
postponements thereof, and to vote all shares of stock the undersigned would be
entitled to vote on such business as may properly come before the meeting,
including the following item as set forth in the Notice of Special Meeting of
Stockholders:

1. To adopt and approve an Agreement and Plan of Merger among Financial
Bancorp, Inc., Community First Bankshares, Inc., and Trinidad Acquisition
Corporation dated March 8, 1996.

/ / FOR / / AGAINST / / ABSTAIN

2. To act on such other matters as may properly come before the Special
Meeting and any adjournments or postponements thereof.

/ / FOR / / AGAINST / / ABSTAIN

Please date, sign and mail this proxy in the enclosed envelope.

This proxy, when properly executed, will be voted in the manner directed by the
undersigned stockholder. If no direction is made, this proxy will be voted for
the proposal. This proxy is revocable at any time before it is exercised.

Number of Shares:_______________ Date:__________________________________
Please Print

Signature:______________________ Name:_________________________________
Please Print

Address:___________________________________________________________________

Instructions: This proxy should be in the exact name as appears on your share
certificate. Where there is more than one owner, each must sign. When signing
as an attorney, administrator, executor, guardian, or trustee, please add your
title as such. If executed by a corporation, the proxy must be signed by a duly
authorized officer.