COMMUNITY FIRST BANKSHARES INC, 424B3, 1996-11-18

COMMUNITY FIRST BANKSHARES INC
424B3, 1996-11-18
STATE COMMERCIAL BANKS

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File 333-14439
Rule 424(b)(3)

COMMUNITY FIRST BANKSHARES, INC.
520 Main Avenue
Fargo, North Dakota 58124-0001

November 11, 1996

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders of
Community First Bankshares, Inc. ("CFB") to be held on December 17, 1996,
at 10:00 a.m., local time, at the Radisson Plaza Hotel, 35 South Seventh Street,
Minneapolis, Minnesota.

The Special Meeting has been called to consider and vote upon two
proposals. The first proposal is to approve the Agreement and Plan of
Reorganization between CFB and Mountain Parks Financial Corp. ("Mountain
Parks"), dated as of June 25, 1996 (the "Merger Agreement"), and the merger of
Mountain Parks with and into CFB under the terms of the Merger Agreement (the
"Merger"). If the Merger Agreement is consummated, each outstanding share of
Mountain Parks Common Stock will be converted into 1.275 shares of CFB Common
Stock, par value $.01 per share ("CFB Common Stock"). In the Merger, CFB will
issue approximately 5.2 million shares of CFB Common Stock to holders of
Mountain Parks Common Stock. No fractional shares will be issued in the Merger.
Cash will be paid to holders of Mountain Parks Common Stock in lieu of issuance
of fractional shares.

The accompanying Joint Proxy Statement-Prospectus is a proxy statement for
both the Special Meeting of CFB stockholders and for a special meeting of
Mountain Parks stockholders. The Joint 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 CFB and Mountain Parks. Please
read this information carefully before voting on the proposed Merger. To take
effect, the Merger Agreement must be approved by the holders of a majority of
the outstanding shares of CFB Common Stock and of Mountain Parks Common Stock.

The second proposal is to increase the number of authorized shares of
CFB Common Stock from 20,000,000 to 30,000,000 shares. The number of
authorized shares of CFB's preferred stock, $.01 par value per share ("CFB
Preferred Stock"), will remain at 2,000,000 shares. At November 4, 1996, CFB
had approximately 12.0 million shares of CFB Common Stock issued and
outstanding (net of treasury shares) and approximately 1.9 million shares
reserved for issuance under CFB's outstanding stock options or upon
conversion of CFB Preferred Stock. Following the issuance of the CFB Common
Stock in the Merger, without the proposed increase in the authorized shares
of CFB Common Stock, only approximately 829,000 shares of CFB Common Stock
would remain available for future issuance. This is less than the number of
shares remaining available under CFB's stock option plans for future grants.
Consequently, the Board has concluded that CFB should seek stockholder
approval to amend the Certificate of Incorporation to increase the number of
authorized shares of CFB Common Stock from 20,000,000 shares to 30,000,000.
The Board believes that such increase would give CFB greater ability to
utilize CFB Common Stock in connection with raising additional capital,
expanding its business through acquisitions and for other general purposes.

AFTER CAREFUL CONSIDERATION OF THE TERMS OF THE PROPOSED MERGER AND OF THE
INCREASE IN AUTHORIZED SHARES OF CFB COMMON STOCK, YOUR BOARD OF DIRECTORS HAS
UNANIMOUSLY CONCLUDED THAT THE ACQUISITION OF MOUNTAIN PARKS AND THE INCREASE IN
AUTHORIZED SHARES OF CFB COMMON STOCK ARE IN THE BEST INTERESTS OF CFB'S
STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSALS.

We hope that you will be able to attend the Special Meeting. Whether or
not you plan to attend, we urge you to COMPLETE, SIGN, DATE AND RETURN the
accompanying proxy card in the enclosed business reply envelope 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,

Donald R. Mengedoth
PRESIDENT AND CHIEF EXECUTIVE OFFICER

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MOUNTAIN PARKS FINANCIAL CORP.
6565 Evans Avenue
Suite 202
Denver, CO 80225

November 11, 1996
Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders of
Mountain Parks Financial Corp. ("Mountain Parks") to be held on December 17,
1996, at 9:00 a.m., local time, at the Embassy Suites, 7525 East Hampden,
Denver, Colorado 80231.

The purpose of the meeting is to seek your approval of the Agreement and
Plan of Reorganization between Mountain Parks and Community First Bankshares,
Inc. ("CFB") dated as of June 25, 1996 (the "Merger Agreement") and the merger
of Mountain Parks with and into CFB under the terms of the Merger Agreement (the
"Merger"). If the Merger is consummated, each outstanding share of Common
Stock, $.001 par value, of Mountain Parks ("Mountain Parks Common Stock") will
be converted into 1.275 shares of Common Stock, par value $.01 per share, of CFB
("CFB Common Stock"). No fractional shares will be issued in the Merger. Cash
will be paid in lieu of issuance of fractional shares.

The accompanying Joint Proxy Statement-Prospectus is a proxy statement for
both the Special Meeting of Mountain Parks and for a special meeting of CFB
stockholders, as well as a prospectus describing the shares of CFB Common Stock
to be issued in the Merger. The Joint 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 Mountain Parks and CFB. Please
read this information carefully before voting on the proposed Merger. To take
effect, the Merger Agreement must be approved by the holders of a majority of
the outstanding shares of Mountain Parks Common Stock and of CFB Common Stock.

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

Your Board believes that the Merger will, among other things, give Mountain
Parks stockholders a fair price for their Mountain Parks Common Stock and the
opportunity to convert their shares of Mountain Parks Common Stock on a tax-free
basis into shares in a larger, more diversified enterprise engaged in the
banking business in our region. The Board has received the opinion of its
financial advisor, Piper Jaffray Inc., as to the fairness, from a financial
point of view, of the consideration proposed to be paid to the Mountain Parks
stockholders in the Merger. CFB Common Stock is traded in the over-the-counter
market on the Nasdaq National Market. If you are not an executive officer,
director or significant stockholder of Mountain Parks, 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. 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,

Dennis M. Mathisen
PRESIDENT

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COMMUNITY FIRST BANKSHARES, INC.
520 Main Avenue
Fargo, North Dakota 58124-0001
(701) 298-5600

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 17, 1996

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
Community First Bankshares, Inc. ("CFB") will be held on December 17, 1996,
at 10:00 a.m., local time, at the Radisson Plaza Hotel, 35 South Seventh
Street, Minneapolis, Minnesota, for the following purposes:

1. To consider and act upon a proposal to approve the Agreement and Plan
of Reorganization dated as of June 25, 1996 (the "Merger Agreement") between CFB
and Mountain Parks Financial Corp. ("Mountain Parks"), a copy of which is
attached to the accompanying Joint Proxy Statement-Prospectus as Appendix A,
pursuant to which Mountain Parks will be merged with and into CFB (the
"Merger"). Upon consummation of the Merger, each outstanding share of Mountain
Parks Common Stock will be converted into 1.275 shares of CFB Common Stock, par
value $.01 per share ("CFB Common Stock"). Cash will be paid to holders of
Mountain Parks Common Stock in lieu of issuance of fractional shares.

2. To consider and vote upon a proposal to amend CFB's Certificate of
Incorporation to increase the number of authorized shares of CFB Common Stock
from 20,000,000 shares to 30,000,000 shares.

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

Only holders of record of outstanding shares of CFB Common Stock at the
close of business on November 8, 1996 will be entitled to notice of, and to
vote at, the Special Meeting or any adjournment thereof. Prior to the actual
voting thereof, a proxy may be revoked by the person executing such proxy by
filing with the Secretary of CFB an instrument of revocation, by a duly executed
proxy bearing a later date, or by voting in person at the Special Meeting.

By Order of the Board of Directors

Mark A. Anderson
SECRETARY

Fargo, North Dakota
November 11, 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.

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MOUNTAIN PARKS FINANCIAL CORP.
6565 East Evans Avenue
Suite 202
Denver, CO 80225
(303) 758-5695

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 17, 1996

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
Mountain Parks Financial Corp. ("Mountain Parks") will be held on December
17, 1996, at 9:00 a.m., local time, at the Embassy Suites, 7525 East Hampden,
Denver, Colorado 80231, for the following purposes:

1. To consider and act upon a proposal to approve the Agreement and Plan
of Reorganization dated as of June 25, 1996 (the "Merger Agreement") between
Mountain Parks and Community First Bankshares, Inc. ("CFB"), a copy of which is
attached to the accompanying Joint Proxy Statement-Prospectus as Appendix A,
pursuant to which Mountain Parks will be merged with and into CFB (the
"Merger"). Upon consummation of the Merger, each outstanding share of Common
Stock, $.001 par value, of Mountain Parks ("Mountain Parks Common Stock") will
be converted into 1.275 shares of CFB Common Stock; and

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

The affirmative vote of a majority of the outstanding shares of Mountain
Parks Common Stock is required to approve the Merger Agreement.

Only holders of record of outstanding shares of Mountain Parks Common Stock
at the close of business on November 8, 1996 will be entitled to notice of,
and to vote at, the Special Meeting or any adjournment thereof. Stockholders
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

Denver, CO Robert A. Hammond, Sr.
November 11, 1996 SECRETARY

STOCKHOLDERS SHOULD NOT SEND ANY STOCK CERTIFICATES WITH THE PROXY CARD. IF THE
MERGER IS CONSUMMATED, MOUNTAIN PARKS STOCKHOLDERS WILL BE SENT INSTRUCTIONS
REGARDING THE SURRENDER OF YOUR STOCK CERTIFICATES.

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JOINT PROXY STATEMENT-PROSPECTUS
--------------------

JOINT PROXY STATEMENT FOR SPECIAL MEETINGS
OF
STOCKHOLDERS OF COMMUNITY FIRST
BANKSHARES, INC.
TO BE HELD DECEMBER 17, 1996
AND OF
STOCKHOLDERS OF MOUNTAIN PARKS FINANCIAL CORP.
TO BE HELD DECEMBER 17, 1996

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

PROSPECTUS OF COMMUNITY FIRST BANKSHARES, INC.

This Joint Proxy Statement-Prospectus constitutes the Joint Proxy Statement
of Community First Bankshares, Inc. ("CFB") and Mountain Parks Financial Corp.
("Mountain Parks") to be used in soliciting proxies of CFB stockholders and of
Mountain Parks stockholders in connection with the separate Special Meetings of
Stockholders of CFB and of Mountain Parks each to be held on December 17, 1996.
CFB has filed a Registration Statement on Form S-4 under the Securities Act of
1933, as amended (the "Securities Act"), covering a maximum of 5,170,828 shares
of CFB Common Stock, par value $.01 per share ("CFB Common Stock"), to be issued
in the merger (the "Merger") of Mountain Parks with and into CFB.

This Joint Proxy Statement-Prospectus also constitutes the Prospectus of
CFB with respect to such shares of CFB Common Stock. When the Merger becomes
effective, each outstanding share of Mountain Parks Common Stock, $.001 par
value ("Mountain Parks Common Stock"), will be converted into 1.275 shares of
CFB Common Stock (the "Exchange Rate"), and cash will be paid in lieu of
issuance of fractional shares (cumulatively, the "Merger Consideration"). See
"The Merger - Conversion of Mountain Parks 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. The last
reported sale prices of CFB Common Stock and Mountain Parks Common Stock on the
Nasdaq National Market on November 1, 1996 were $25.00 and $30.625 per share,
respectively.

This Joint Proxy Statement-Prospectus and forms of proxy are first being
mailed to stockholders of Mountain Parks and CFB on or about November 13, 1996.
The cost of the solicitation of proxies will be borne by CFB. In addition to
this solicitation, CFB and Mountain Parks' directors, officers and employees may
solicit proxies from stockholders of their respective companies by telephone or
other means of communication. CFB and Mountain Parks' directors, officers and
employees will not receive additional compensation for aiding in the
solicitation.

THE CFB COMMON STOCK TO BE ISSUED PURSUANT TO THE MERGER AND RECEIVED BY
MOUNTAIN PARKS STOCKHOLDERS 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 JOINT PROXY
STATEMENT-PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------

The date of this Joint Proxy Statement-Prospectus is November 11, 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 Joint Proxy
Statement-Prospectus constitutes a prospectus of CFB filed as part of the
Registration Statement. This Joint 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 and Mountain Parks are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith file reports, proxy statements and other information with
the Commission. Reports, proxy statements and other information filed by CFB
and Mountain Parks 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. The Commission also maintains a Web site (http://www.sec.gov) at
which reports, proxy and information statements and other information regarding
CFB and Mountain Parks may be accessed. In addition, 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 Joint Proxy Statement-Prospectus and if given or made,
such information or representation should not be relied upon. This Joint 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 Joint 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 and Mountain Parks with the Commission
are incorporated by reference in this Joint Proxy Statement-Prospectus:

(i) CFB's Annual Report on Form 10-K for the year ended December 31,
1995;
(ii) 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;
(iii) CFB's Quarterly Reports on Form 10-Q for the quarters ended March
31 and June 30, 1996;
(iv) CFB's Current Report on Form 8-K filed with the Commission on
October 18, 1996;
(v) Mountain Parks' Annual Report on Form 10-KSB for the year ended
December 31, 1995;
(vi) Mountain Parks' Quarterly Reports on Form 10-QSB for the quarters
ended March 31 and June 30, 1996.

All documents filed by CFB and Mountain Parks pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Joint Proxy
Statement-Prospectus and prior to the termination of this offering shall be
deemed to be incorporated by reference into this Joint 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 Joint 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 Joint
Proxy Statement-Prospectus, except as so modified or superseded.

THIS JOINT PROXY STATEMENT-PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE
AVAILABLE UPON REQUEST FROM: (i) IN THE CASE OF CFB, MARK A. ANDERSON,
SECRETARY, COMMUNITY FIRST BANKSHARES, INC., 520 MAIN AVENUE, FARGO, NORTH
DAKOTA 58124-0001; TELEPHONE (701) 298-5600; AND (ii) IN THE CASE OF MOUNTAIN
PARKS, JAMES R. KRUMM, 6565 EAST EVANS AVENUE, SUITE 202, DENVER, CO 80225;
TELEPHONE (303) 758-5509. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS,
ANY REQUEST SHOULD BE MADE BY December 9, 1996.

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TABLE OF CONTENTS
Page
----

Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information by Reference. . . . . . . . . . . . 2
Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Special Considerations Regarding CFB . . . . . . . . . . . . . . . . . . 19
Pending and Recent Acquisitions by CFB . . . . . . . . . . . . . . . . . 21
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Purpose of the Special Meetings . . . . . . . . . . . . . . . . . . 22
Vote Required; Shares Entitled to Vote. . . . . . . . . . . . . . . 22
Voting and Revocation of the Proxies. . . . . . . . . . . . . . . . 22
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . 23
Market Prices and Dividend Policy. . . . . . . . . . . . . . . . . . . . 23
Proposal One For CFB and Mountain Parks Stockholders - Approval of the Merger
Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Background of the Merger. . . . . . . . . . . . . . . . . . . . . . 25
Reasons for the Merger. . . . . . . . . . . . . . . . . . . . . . . 26
Opinion of CFB's Financial Advisor. . . . . . . . . . . . . . . . . 27
Opinion of Mountain Parks' Financial Advisor. . . . . . . . . . . . 29
Effective Time of the Merger. . . . . . . . . . . . . . . . . . . . 33
Consequences of the Merger. . . . . . . . . . . . . . . . . . . . . 33
Conversion of Mountain Parks Common Stock . . . . . . . . . . . . . 34
Delivery of CFB Common Stock. . . . . . . . . . . . . . . . . . . . 34
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . 35
No Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . 36
Representations and Warranties. . . . . . . . . . . . . . . . . . . 36
Covenants; Conduct of Mountain Parks Business Pending the Merger. . 36
Regulatory Approvals; Conditions to the Merger. . . . . . . . . . . 38
Amendment; Waiver; Termination. . . . . . . . . . . . . . . . . . . 40
Effect on Mountain Parks Employee Benefit Plans . . . . . . . . . . 41
Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Accounting Treatment. . . . . . . . . . . . . . . . . . . . . . . . 42
Interests of Certain Persons; Certain Transactions. . . . . . . . . 42
Shareholder Agreements. . . . . . . . . . . . . . . . . . . . . . . 44
Resale of CFB Common Stock. . . . . . . . . . . . . . . . . . . . . 44
Unaudited Pro Forma Combined Financial Information . . . . . . . . . . . 46
Comparison of Stockholder Rights . . . . . . . . . . . . . . . . . . . . 52
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Proposal Two For CFB Stockholders - Amendment to Certificate of
Incorporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Appendices:
Appendix A: Agreement and Plan of Merger dated as of
June 25, 1996 between Mountain Parks and CFB
Appendix B: Opinion of The Chicago Corporation
Appendix C: Opinion of Piper Jaffray Inc.

3
<PAGE>

SUMMARY

THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE
IN THIS JOINT 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 JOINT PROXY STATEMENT-PROSPECTUS, THE
APPENDICES HERETO AND DOCUMENTS INCORPORATED BY REFERENCE HEREIN.

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
approximately $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 primary
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 key target acquisition states of
Colorado, Iowa, Kansas, Minnesota,
Montana, Nebraska, North Dakota, South
Dakota, Wisconsin, and Wyoming, and
additionally in the adjacent states of
Idaho, Illinois, Missouri, New Mexico,
Oklahoma and Utah (this sixteen state
area is collectively referred to as the
"Acquisition Area"). Such 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 to serve
their communities.

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

Mountain Parks Financial Corp. . . Mountain Parks Financial Corp., a
Delaware corporation ("Mountain Parks"),
is a bank holding company that operates
a Colorado state chartered bank with
full service commercial banking
facilities in 17 Colorado communities
(the bank and its branches are referred
to as the "Mountain Parks Banks"). At
December 31, 1995, Mountain Parks had
total assets of $443 million. The
Mountain Parks Banks are located in
winter ski and summer recreational areas
in the Colorado mountains (Breckenridge,
Fairplay, Frisco, Kremmling, Granby,
Grand Lake and Silverthorne) and in the
greater Denver/Boulder metropolitan area
(Aurora, Boulder, Conifer, Denver,
Elizabeth, Englewood, Evergreen, Kiowa,
Louisville and Parker). Mountain Parks
has grown primarily through
acquisitions. The various institutions
acquired have recently been consolidated
into a single bank in order to minimize
expenses.

The Mountain Parks Banks offer a full
range of commercial and consumer banking
services. Mountain Parks emphasizes
serving the needs and catering to the
economic strengths of the local
communities in which its banks are
located. Its primary lending focus has
been on commercial loans, real estate
mortgage

4
<PAGE>

loans, residential real estate
construction loans and, to a lesser
extent, consumer loans. Its operating
strategy is to provide a high level of
personal and professional commercial
service and to promote employee
participation in community affairs in
order to build long-term relationships
with established businesses and
individual customers in its market
areas.

In addition to its commercial banks,
Mountain Parks owns an 85% interest in a
mortgage company which originates sub-
prime residential mortgages in Arizona,
Colorado, Minnesota and Wisconsin. It
also operates a consumer finance company
that focuses on the development of
various financial products through the
purchase and origination of consumer
installment contracts, such as sub-prime
auto contracts.

Mountain Parks' principal executive
offices are located at 6565 East Evans
Avenue, Denver, Colorado 80224 and its
telephone number is (303) 758-5509.

SPECIAL MEETING OF CFB STOCKHOLDERS:

Time and Date. . . . . . . . . . . 10:00 a.m., local time, on December 17,
1996.

Place . . . . . . . . . . . . . . Embassy Suites, 7525 East Hampden,
Denver, Colorado 80231

Purpose of Special Meeting . . . . To consider and vote upon two proposals.
The first proposal is to approve the
Agreement and Plan of Reorganization
between CFB and Mountain Parks dated as
of June 25, 1996 (the "Merger
Agreement") attached hereto as Appendix
A, which provides for the merger of
Mountain Parks with and into CFB (the
"Merger"). Other terms and provisions
related to the Merger are set forth in
the Merger Agreement and are summarized
in part in this Joint Proxy Statement-
Prospectus. See "The Merger." The
second proposal is to amend the CFB
Certificate of Incorporation to increase
the number of authorized shares of CFB
Common Stock from 20,000,000 shares to
30,000,000 shares (the "Amendment").
See "Proposal Two For CFB Shareholders -
Amendment to Certificate of
Incorporation."

Required Vote For the
Merger; Record Date. . . . . . . . Only holders of record of shares of CFB
Common Stock outstanding as of the close
of business on November 8, 1996 (the
"Record Date") are entitled to notice of
and to vote at the CFB Special Meeting.
Approval of the Merger and the Amendment
will require the affirmative vote of a
majority of the shares of CFB Common
Stock outstanding as of the close of
business on the Record Date. See
"General Information - Vote Required;
Shares Entitled to Vote."

Opinion of CFB's Financial Advisor
Regarding the Merger . . . . . . . CFB's financial advisor, The Chicago
Corporation, has rendered an opinion to
the Board of Directors of CFB that the
terms of the Merger Agreement are fair
to the CFB stockholders from a financial
point of view. See "The Merger -
Opinion of CFB's Financial Advisor" and
the opinion of The Chicago Corporation
attached hereto as Appendix B.

Board Recommendation . . . . . . . THE BOARD OF DIRECTORS OF CFB
UNANIMOUSLY RECOMMENDS APPROVAL OF THE
MERGER AND THE AMENDMENT.

SPECIAL MEETING OF MOUNTAIN PARKS STOCKHOLDERS:

Time and Date. . . . . . . . . . . 9:00 a.m., local time, on December 17,
1996.

5
<PAGE>

Place. . . . . . . . . . . . . . . Embassy Suites, 7525 East Hampden,
Denver, Colorado 80231.

Purpose 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 Mountain Parks with and
into CFB. Other terms and provisions
related to the Merger are set forth in
the Merger Agreement and are summarized
in part in this Joint Proxy Statement-
Prospectus. See "The Merger."

Required Vote For the
Merger; Record Date. . . . . . . . Only holders of record of shares of
Mountain Parks Common Stock outstanding
as of the close of business on
November 8, 1996 (the "Record Date") are
entitled to notice of and to vote at the
Mountain Parks Special Meeting.
Approval of the Merger will require the
affirmative vote of a majority of the
shares of Mountain Parks Common Stock
outstanding as of the close of business
on the Record Date. See "General
Information - Vote Required; Shares
Entitled to Vote."

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

Opinion of Mountain Parks'
Financial Advisor Regarding
the Merger . . . . . . . . . . . . Mountain Parks' financial advisor, Piper
Jaffray Inc. ("Piper Jaffray"), has
rendered an opinion to the Mountain
Parks Board of Directors that, as of the
date of its opinion, the Merger
Consideration to be received by the
Mountain Parks stockholders is fair to
such Stockholders from a financial point
of view. See "The Merger - Opinion of
Mountain Parks' Financial Advisor" and
the opinion of Piper Jaffray attached
hereto as Appendix C.

Board Recommendation . . . . . . . THE BOARD OF DIRECTORS OF MOUNTAIN PARKS
UNANIMOUSLY RECOMMENDS APPROVAL OF THE
MERGER.

TERMS OF THE MERGER:

Conversion of Mountain Parks
Shares . . . . . . . . . . . . . . Upon consummation of the Merger, each
outstanding share of Mountain Parks
Common Stock will be converted into
1.275 shares of CFB Common Stock (the
"Exchange Rate"). No fractional shares
will be issued in the Merger. Cash will
be paid in lieu of issuance of
fractional shares in an amount equal to
such fraction multiplied by the average
closing price for the CFB Common Stock
as reported by the Nasdaq National
Market for the 20 trading days ending at
the end of the fourth trading day
immediately preceding the Closing Date
(the "Trading Value of CFB Common
Stock").

Background of Merger . . . . . . . The terms of the Merger were negotiated
at arm's length by the management
personnel and boards of directors of CFB
and Mountain Parks during the period
from February 1996 through June 1996.
The Board of Directors of Mountain Parks
believes that the Merger is in the best
interests of its stockholders. In
reaching that conclusion, the Board
considered, among other things, the
greater size and geographic diversity of
CFB, CFB's access to capital and
opportunities for continued growth in
its larger market area, the economies to
be achieved by integrating the
operations of the Mountain Parks Banks
with those of CFB, the anticipated
competitive position of the combined
companies in light of recent and pending
regulatory changes that will affect
competitive conditions in Mountain
Parks' market areas and the similarity
of Mountain Parks' and CFB's management

6
<PAGE>

and operating philosophies. See "The
Merger - Background of the Merger" and
"- Reasons for the Merger."

Interests of Certain Persons;
Certain Transactions . . . . . . . As of the Record Date, the officers and
directors of Mountain Parks and their
affiliates beneficially owned 1,571,600
shares (or 39.7%) of the outstanding
Mountain Parks Common Stock. Dennis M.
Mathisen, Daniel T. Lindsay and John A.
Fischer, who collectively beneficially
own 1,586,450 shares (or 39.8%) of the
outstanding Mountain Parks Common Stock,
have each entered into separate
agreements with CFB under which, among
other things, they have agreed to vote
their shares in favor of the Merger.
See "The Merger - Shareholder
Agreements." Pursuant to the Merger
Agreement, the Board of Directors of
Mountain Parks has agreed to use its
best efforts to obtain the requisite
stockholder approval of the Merger. In
addition, certain members of Mountain
Parks' Board of Directors and management
may be deemed to have certain interests
in the Merger in addition to their
interests as stockholders of Mountain
Parks generally. Messrs. Mathisen,
Fischer, James R. Krumm and Robert H.
Hammond, Sr. are parties to salary
continuation agreements which provide
for a lump sum payment of benefits in
the event of involuntary termination of
employment within one year after a sale
of control of Mountain Parks such as
will occur in the Merger. Messrs. Krumm
and Hammond have employment agreements
for a term of one year after the
Effective Time of the Merger which
provide for severance allowances equal
to one year's salary in the event of
termination by Mountain Parks during the
term of those agreements, and which
increase the benefits that would be
payable to Mr. Krumm and Mr. Hammond
under their salary continuation
agreements in that event. The Merger
will accelerate the exercisability of
stock options granted under Mountain
Parks' employee stock option plan, with
the result that the holders of such
options, including Messrs. Mathisen,
Fischer, Krumm and Hammond, will be able
to exchange the underlying shares for
CFB Common Stock in the Merger. In
addition, pursuant to the Plan of
Merger, Mr. Mathisen will become a
member of the Board of Directors of CFB
as of the Effective Time of the Merger.
See "The Merger - Interests of Certain
Persons; Certain Transactions" for a
discussion of these interests.

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 approvals, CFB
and Mountain Parks stockholder 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
(i) by the mutual consent of the Board
of Directors or Finance Committee of
CFB, and the Board of Directors of
Mountain Parks; (ii) by CFB or Mountain
Parks (a) if there has been a breach in
any material respect of any
representation, warranty, covenant or
agreement set forth in the Merger
Agreement, on the part of Mountain Parks
or CFB, or (b) if the representations
and warranties of Mountain Parks, on the
one hand , or CFB, on the other hand,
shall be discovered to have become
materially untrue in the aggregate,
which breach or other condition has not
been cured within thirty (30) business
days following receipt by the
nonterminating party of notice of such
breach or other condition; (iii) by CFB,
on the one hand, or Mountain Parks, on
the other hand, if any permanent
injunction preventing the consummation
of the Merger shall have become final
and nonappealable; (iv) unless otherwise
mutually

7
<PAGE>

agreed to by CFB and Mountain Parks, by
the Board of Directors or Finance
Committee of CFB or the Board of
Directors of Mountain Parks if the
Merger shall not have been consummated
before April 1, 1997 for a reason other
than the failure of the terminating
party to comply with its obligations
under the Merger Agreement; (v) by the
Board of Directors or Finance Committee
of CFB or the Board of Directors of
Mountain Parks if (a) the Federal
Reserve Board, the Colorado Banking
Board or any other applicable bank
regulatory authority has denied approval
of the Merger and neither CFB nor
Mountain Parks has, within thirty (30)
days after the entry of the order
denying such approval, filed a petition
seeking review of such order as provided
by applicable law or (b) any such
petition for review has been denied;
(vi) by Mountain Parks or CFB, if the
Merger Agreement and the Merger are not
duly approved by the stockholders of
Mountain Parks or CFB after a vote
thereon at a meeting of Mountain Parks'
or CFB's stockholders (or any
adjournment thereof) duly called and
held for such purpose; and (vii) by
Mountain Parks if CFB merges, or
announces its intention to merge, with
and into any other bank or bank holding
company, and will not be the surviving
corporation. 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
Colorado Banking Board. CFB filed the
required applications with the Federal
Reserve Board and the Colorado Banking
Board on August 26, 1996 and October 8,
1996, respectively. There can be no
assurance that the regulatory
authorities will approve the Merger, or
as to timeliness of such approvals, or
that such approvals will not contain a
condition or requirement which causes
such approvals to fail to satisfy the
conditions to the consummation of the
Merger. In order to address concerns
raised by the Federal Reserve Board that
the Merger would result in unacceptable
market concentrations in two Colorado
banking markets, CFB has entered into
commitments with the Federal Reserve
Board to divest of its 24.5% investment
in Vail Banks, Inc. and to cause
Mountain Parks Banks to divest of its
Granby, Colorado branch location,
although CFB has not yet negotiated or
entered into agreements for such
divestitures. The commitments by CFB
generally provide for such divestitures
to occur within 180 days after the
Effective Time of the Merger, with
provision for the appointment of an
independent trustee to complete the
divestitures if they have not been
completed by that time. 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 Delaware (the
"Effective Time of the Merger"). Such
filing shall be made not later than
thirty (30) business days after the
latest to occur of (i) receipt of all
necessary approvals of the Merger from
the Federal Reserve Board and any other
bank regulatory authority and the
expiration of any waiting periods
imposed by law, (ii) the date on which
CFB stockholders approve the Merger,
(iii) the date on which Mountain Parks
stockholders approve the Merger, and
(iv) unless waived by CFB, all fees
incurred by Mountain Parks in connection
with the Merger have been paid. The
parties expect the Merger to become
effective as soon as practicable
following stockholder approval of the
Merger. See "The Merger - Effective
Time of the Merger."

8
<PAGE>

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 holders of Mountain Parks Common
Stock upon their receipt of CFB Common
Stock solely in exchange for their
shares of Mountain Parks Common Stock,
except with respect to cash received in
lieu of fractional shares, (ii) the
income tax basis of the CFB Common Stock
received generally will be equal to the
income tax basis of the Mountain Parks
Common Stock surrendered, and (iii) the
holding period of the CFB Common Stock
received generally will include the
holding period of the Mountain Parks
Common Stock surrendered therefor if
such stock was a capital asset in the
hands of the exchanging stockholder
immediately before the Merger. Mountain
Parks' obligation to consummate the
Merger is conditioned upon its receipt
of an opinion from its counsel to the
effect that the Merger will qualify as a
reorganization within the meaning of
Section 368(a)(1) of the Code. EACH
HOLDER OF MOUNTAIN PARKS COMMON STOCK
IS URGED TO CONSULT SUCH HOLDER'S OWN
TAX 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 is expected to be accounted
for as a pooling of interests for
financial reporting purposes. CFB and
Mountain Parks will receive letters,
prior to consummation, from Ernst &
Young LLP and Arthur Andersen LLP
regarding those firms' concurrence with
CFB management's and Mountain Parks
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 cash paid in the Merger in
lieu of fractional shares of Mountain
Parks Common 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 Mountain Parks
stockholders of record as of the Closing
Date. STOCKHOLDERS SHOULD NOT SUBMIT
THEIR MOUNTAIN PARKS STOCK CERTIFICATES
UNTIL SUCH TRANSMITTAL LETTER AND
INSTRUCTIONS ARE RECEIVED. See "The
Merger - Delivery of CFB Common Stock."

Resale of CFB
Common Stock . . . . . . . . . . . Issuance of the shares of CFB Common
Stock to stockholders of Mountain Parks
upon consummation of the Merger will
have been registered under the
Securities Act. Such shares may be
transferred without restriction by those
stockholders not deemed to be
"affiliates" of CFB or Mountain Parks as
that term is defined in the rules under
the Securities Act, which define
"affiliates" as persons who control, are
controlled by or are under common
control with Mountain Parks or CFB at
the time of the Merger (generally
directors and executive officers of
Mountain Parks). CFB Common Stock
received by those stockholders of
Mountain Parks who are deemed to be
"affiliates" of Mountain Parks may be
resold without registration pursuant to
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

9
<PAGE>

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

Certain Differences in
Rights of Stockholders . . . . . . Upon consummation of the Merger, the
Mountain Parks stockholders will become
CFB stockholders. As a result, their
rights as stockholders, which are now
governed by Delaware state law and by
the Certificate of Incorporation and the
Bylaws of Mountain Parks, will continue
to be governed by Delaware state law,
but will become subject to the
provisions of the Certificate of
Incorporation and the Bylaws of CFB.
See "Comparison of Stockholder Rights"
for a summary of certain differences
between the rights of holders of
Mountain Parks Common Stock and the
rights of holders of CFB Common Stock.

Market Prices. . . . . . . . . . . Shares of CFB Common Stock and Mountain
Parks Common Stock are traded in the
over-the-counter market on the Nasdaq
National Market under the symbols "CFBX"
and "MPFC," respectively. The first
public announcement of the proposed
Merger was made during the trading day
on June 25, 1996. On that date and on
November 1, 1996, closing sales prices
of the CFB Common Stock were $24.25 and
$25.00, respectively, and closing sales
prices of the Mountain Parks Common
Stock were $25.00 and $30.625,
respectively. For further market data,
see "Market Prices and Dividend Policy."

In considering the Merger, Mountain
Parks stockholders are advised to obtain
current market quotations for CFB Common
Stock. The market price for CFB Common
Stock may fluctuate between the date of
this Joint 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 ultimately
received by Mountain Parks stockholders
in the Merger could be greater or less
than its market value on the date of
this Joint Proxy Statement-Prospectus or
the date of the Mountain Parks Special
Meeting. No assurances can be given
concerning the market price of CFB
Common Stock before or after the
Effective Time of the Merger.

No Appraisal Rights. . . . . . . . Under the General Corporation Law of the
State of Delaware, the holders of
Mountain Parks Common Stock are not
entitled to any appraisal rights with
respect to the Merger.

10
<PAGE>

HISTORICAL AND PRO FORMA COMPARATIVE UNAUDITED PER SHARE DATA

The following tables present selected comparative unaudited per share
data for CFB Common Stock on a historical and pro forma combined basis and
for Mountain Parks Common Stock 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 of 1.275 and an assumed Closing
Date of June 30, 1996.

The per share data should be read in conjunction with the historical and
pro forma combined financial statements (including the related notes thereto)
and the financial data regarding CFB and Mountain Parks presented elsewhere
herein or incorporated by reference. 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: June 30, 1996 December 31, 1995
------------- -----------------
CFB - historical (A). . . . . . . . . . . . . $12.21 $11.66
Mountain Parks - historical (B) . . . . . . . 13.78 13.07
CFB and Mountain Parks pro forma (C). . . . . 11.80 11.25
Mountain Parks pro forma equivalent (D) . . . 15.05 14.34

PRIMARY EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE BEFORE
CUMULATIVE EFFECT OF ACCOUNTING CHANGE: Year Ended December 31,
Six Months Ended -------------------------------------
June 30, 1996 1995 1994 1993
-------------- ---- ---- -----
<S> <C> <C> <C> <C>
CFB - historical (E). . . . . . . . . . . . . . $1.12 $1.85 $1.39 $1.32
Mountain Parks - historical (F) . . . . . . . . 1.07 2.24 2.32 1.53
CFB and Mountain Parks pro forma (G). . . . . . 1.04 1.82 1.48 1.29
Mountain Parks pro forma equivalent (H) . . . . 1.33 2.32 1.89 1.64

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

Year Ended December 31,
Six Months Ended -----------------------------------
June 30, 1996 1995 1994 1993
------------- ---- ---- ----
CFB - historical (I). . . . . . . . . . . . . . $1.06 $1.75 $1.37 $1.32
Mountain Parks - historical (J) . . . . . . . . 1.07 2.17 2.03 1.42
CFB and Mountain Parks pro forma (K). . . . . . 1.00 1.74 1.42 1.27
Mountain Parks pro forma equivalent (L) . . . . 1.28 2.22 1.81 1.62

DIVIDENDS DECLARED PER COMMON SHARE:

Year Ended December 31,
Six Months Ended -----------------------------------
June 30, 1996 1995 1994 1993
------------- ---- ---- ----
CFB - historical . . . . . . . . . . . . . . $0.28 $0.48 $0.44 $0.40
Mountain Parks - historical. . . . . . . . . . . 0.00 0.00 0.00 0.00
CFB and Mountain Parks pro forma (M) . . . . . . 0.28 0.48 0.44 0.40
Mountain Parks pro forma equivalent (N). . . . . 0.36 0.61 0.56 0.51
</TABLE>

11
<PAGE>

____________________

(A) Based on 11,437,156 and 11,408,585 shares of CFB Common Stock outstanding
as of June 30, 1996 and December 31, 1995, respectively.
(B) Based on 3,728,218 and 3,668,351 shares of Mountain Parks Common Stock
outstanding as of June 30, 1996 and December 31, 1995, respectively.
(C) Represents the pro forma combined net book value of CFB and Mountain Parks,
divided by the sum of (i) the number of shares of CFB Common Stock
outstanding as of June 30, 1996 or December 31, 1995, plus (ii) the number
of shares of CFB Common Stock issuable pursuant to the Merger at the
Exchange Rate of 1.275:1.
(D) Represents the amount computed pursuant to Note "C" above, multiplied by
the Exchange Rate of 1.275:1.
(E) Based on average shares of CFB Common Stock and common stock equivalents
outstanding of 11,622,445 for the six months ended June 30, 1996 and
11,483,858, 11,393,996, and 11,331,408 for the years ended December 31,
1995, 1994 and 1993 respectively.
(F) Based on average primary shares of Mountain Parks Common Stock outstanding
of 3,787,422 for the six months ended June 30, 1996 and years ended
December 31, 1995, 1994, and 1993 of 3,183,742, 2,499,069, and 2,170,335
respectively.
(G) Amount reflects net income per common and common equivalent shares 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 Common
Stock and common share equivalents outstanding during the applicable period
and the shares of CFB Common Stock assumed to be issued pursuant to the
Merger.
(H) Represents the amount computed pursuant to Note "G" above, multiplied by
the Exchange Rate of 1.275:1.
(I) Based on the average shares of CFB Common Stock and common stock
equivalents outstanding on a fully diluted basis of 13,084,108 for the six
months ended June 30, 1996 and 13,029,614, 12,332,543 and 11,335,365 for
the years ended December 31,1995, 1994 and 1993, respectively.
(J) Based on an increase of $86,000, $261,000 and $79,000 for the years ended
December 31, 1995, 1994 and 1993, respectively to reflect the after tax
effect of interest expense associated with Mountain Parks Financial Corp.'s
7.375% convertible debentures.
(K) Footnote "G" on a fully diluted basis.
(L) Represents the amount computed pursuant to Note "K" above, multiplied by
the Exchange Rate of 1.275:1.
(M) The pro forma combined dividends declared assume no changes in the
historical dividends declared per share of CFB Common Stock.
(N) Represents the amount computed pursuant to Note "I" above, multiplied by
the Exchange Rate of 1.275:1.

12
<PAGE>

CFB SELECTED FINANCIAL DATA

The following table sets forth certain consolidated financial data
concerning CFB. The selected financial data for each of the five years ended
December 31, 1995 is derived from the audited consolidated financial statements
of CFB, including footnotes to those statements, incorporated by reference in
this document. The financial data as of and for the six months ended June 30,
1996 and 1995 have been derived from CFB'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 six months
ended June 30, 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.

Six Months
June 30, Year Ended December 31,
------------------- -----------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Interest income. . . . . . . . . . . . . . . . $89,017 $ 73,708 $ 162,093 $ 123,075 $ 106,299 $ 101,831 $ 106,070
Interest expense . . . . . . . . . . . . . . . 39,601 33,365 73,945 49,297 44,084 47,025 58,821
--------- -------- --------- --------- --------- --------- --------
Net interest income. . . . . . . . . . . . . . 49,416 40,343 88,148 73,778 62,215 54,806 47,249
Provision for loan losses. . . . . . . . . . . 2,115 1,035 2,432 1,839 1,798 2,181 2,638
--------- -------- --------- --------- --------- --------- --------
Net interest income after provision for loan
losses. . . . . . . . . . . . . . . . . . . . 47,301 39,308 85,716 71,939 60,417 52,625 44,611
Noninterest income . . . . . . . . . . . . . . 9,663 8,428 17,791 15,528 14,405 11,424 9,050
Noninterest expense. . . . . . . . . . . . . . 36,099 32,025 67,980 59,542 51,085 43,228 37,103
--------- -------- --------- --------- --------- --------- --------
Income before income taxes, extraordinary item
and cumulative effect of accounting change. . 20,865 15,711 35,527 27,925 23,737 20,821 16,558
Provision for income taxes . . . . . . . . . . 7,057 6,001 12,708 10,985 8,809 7,621 5,628
--------- -------- --------- --------- --------- --------- --------
Income before extraordinary item and
cumulative effect of accounting change. . . . 13,808 9,710 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 . . . . . . . . . . . . . . . . . . 13,808 9,710 22,819 16,940 15,287 13,200 10,277
Dividends on preferred stock . . . . . . . . . 805 804 1,610 1,091 0 0 655
--------- -------- --------- --------- --------- --------- --------
Net income applicable to common equity . . . . $ 13,003 $ 8,906 $ 21,209 $ 15,849 $ 15,287 $ 13,200 $ 9,622
--------- -------- --------- --------- --------- --------- --------
--------- -------- --------- --------- --------- --------- --------
Earnings per common and common equivalent
share:
Primary earnings per share income before
extraordinary item and cumulative effect
of accounting change. . . . . . . . . . . . $1.12 $0.78 $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 earnings per share . . . . . . . . . $1.12 $0.78 $1.85 $1.39 $1.35 $1.14 $0.96
Fully diluted earnings per share before
extraordinary item and cumulative effect
of accounting change. . . . . . . . . . . . $1.06 $0.75 $1.75 $1.37 $1.32 $1.14 $1.09
Extraordinary item (1) . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00 0.00 (0.07)
Cumulative effect of accounting change . . . 0.00 0.00 0.00 0.00 0.03 0.00 0.00
Fully diluted earnings per share . . . . . . 1.06 0.75 $1.75 $1.37 $1.35 $1.14 $1.02

Average common and common equivalent
shares outstanding:
Primary. . . . . . . . . . . . . . . . . . .11,622,445 11,425,688 11,483,858 11,393,996 11,331,408 11,530,526 10,071,595
Fully diluted. . . . . . . . . . . . . . . .13,084,108 12,921,187 13,029,614 12,332,543 11,335,365 11,537,606 10,071,595

</TABLE>

13
<PAGE>

FINANCIAL CONDITION DATA:
Assets . . . . . . . . . . . . . . . . . . . .$2,341,228 $2,158,029 $2,326,787 $1,856,315 $1,672,571 $1,393,984 $1,244,808
Loans. . . . . . . . . . . . . . . . . . . . . 1,541,374 1,412,504 1,495,450 1,155,641 917,556 726,144 603,492
Investment securities (3). . . . . . . . . . . 624,522 580,569 626,544 549,122 594,149 531,654 502,468
Deposits . . . . . . . . . . . . . . . . . . . 1,952,115 1,815,887 1,989,941 1,565,346 1,444,252 1,211,015 1,085,396
Long-term debt . . . . . . . . . . . . . . . . 27,586 75,453 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. . . . . . . . . . 139,614 122,234 133,059 111,928 107,040 93,401 84,898
Book value per common share. . . . . . . . . . 12.21 10.74 11.66 9.87 9.54 8.45 7.80
Tangible book value per common share . . . . . 10.26 9.05 9.66 8.74 8.65 7.83 7.53

FINANCIAL CONDITION RATIOS:
Nonperforming assets to total loans and OREO . 0.41% 0.40% 0.33% 0.35% 0.56% 0.72% 0.89%
Allowance for loan losses to total loans . . . 1.34% 1.38% 1.31% 1.34% 1.42% 1.43% 1.53%
Allowance for loan losses to nonperforming loans 437% 475% 607% 561% 337% 292% 231%
Regulatory capital ratios:
Tier 1 capital. . . . . . . . . . . . . . . . 8.27% 8.25% 7.93% 10.58% 10.01% 11.30% 12.33%
Total capital . . . . . . . . . . . . . . . . 10.26% 11.01% 10.20% 13.69% 13.59% 12.89% 14.11%
Leverage ratio. . . . . . . . . . . . . . . . 6.14% 5.86% 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 include interest expense, including the interest
component of rental expense, and preferred stock dividends. Fixed charges
attributable to the preferred stock dividends equal the amount of pre-tax
income that it is assumed would be necessary to pay such dividends.
(3) Includes available-for-sale securities and held-to-maturity securities.

14
<PAGE>

MOUNTAIN PARKS SELECTED FINANCIAL DATA

The following table sets forth certain consolidated financial data
concerning Mountain Parks. The selected financial data for each of the three
years ended December 31, 1995 is derived from the audited consolidated financial
statements of Mountain Parks, including footnotes to those statements,
incorporated by reference in this document. Financial data for the year ended
December 31, 1992 is derived from audited financial statements not included in
this Joint Proxy Statement-Prospectus, and for the year ended December 31, 1991,
from unaudited financial statements. The financial data as of and for the six
months ended June 30, 1996 and 1995 have been derived from Mountain Parks'
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 six months ended June 30, 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 Mountain Parks, and the related notes thereto, incorporated by
reference herein.

Six Months
Ended June 30, Year Ended December 31,
------------------- -----------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>

OPERATING DATA:
Interest income. . . . . . . . . . . . . . . . $20,184 $13,025 $30,775 $20,162 $14,847 $13,478 $13,942
Interest expense . . . . . . . . . . . . . . . 5,921 3,618 8,946 4,171 3,187 3,845 5,701
-------- -------- -------- -------- -------- -------- --------
Net interest income. . . . . . . . . . . . . . 14,263 9,407 21,829 15,991 11,660 9,633 8,241
Provision for loan losses. . . . . . . . . . . 216 132 279 0 351 252 789
-------- -------- -------- -------- -------- -------- --------
Net interest income after provision for loan
losses. . . . . . . . . . . . . . . . . . . . 14,047 9,275 21,550 15,991 11,309 9,381 7,452
Noninterest income . . . . . . . . . . . . . . 2,954 1,692 4,697 3,464 3,753 3,216 2,881
Noninterest expense. . . . . . . . . . . . . . 10,558 6,027 14,613 10,699 9,769 9,764 8,324
-------- -------- -------- -------- -------- -------- --------
Income before income taxes . . . . . . . . . . 6,443 4,940 11,634 8,756 5,293 2,833 2,009
Provision for income taxes . . . . . . . . . . 2,382 1,716 4,500 2,967 1,966 925 657
-------- -------- -------- -------- -------- -------- --------
Net income . . . . . . . . . . . . . . . . . . $ 4,061 $ 3,224 $ 7,134 $ 5,789 $ 3,327 $ 1,908 $ 1,352
-------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- --------
Earnings per common and common equivalent share:
Primary earnings per share . . . . . . . . . $1.07 $1.19 $2.24 $2.32 $1.53 $0.95 $0.68
Fully diluted earnings per share . . . . . . $1.07 $1.10 $2.17 $2.03 $1.42 $0.95 $0.68
Average common and common equivalent
shares outstanding:
Primary. . . . . . . . . . . . . . . . . . . 3,787,422 2,717,000 3,183,742 2,499,069 2,170,335 2,000,000 2,000,000
Fully diluted. . . . . . . . . . . . . . . . 3,795,325 3,005,000 3,330,538 2,983,443 2,400,915 2,000,000 2,000,000

OPERATING RATIOS AND OTHER DATA:
Return on average assets . . . . . . . . . . . 1.76% 2.31% 2.07% 2.38% 1.81% 1.17% 0.84%
Return on average common shareholders' equity. 15.94% 25.60% 20.32% 28.96% 24.50% 20.71% 16.54%
Net interest margin. . . . . . . . . . . . . . 7.22% 7.61% 7.31% 7.43% 7.13% 6.79% 5.77%
Net charge-offs (recoveries) to average loans. 0.03% 0.02% 0.21% (0.16%) (0.18%) 0.89% 0.77%
Ratio of earnings to fixed charges (1):
Excluding interest on deposits . . . . . . . 6.18x 7.59x 7.90x 10.69x 13.69x 7.07x 4.90x
Including interest on deposits . . . . . . . 2.09x 2.37x 2.30x 3.10x 2.66x 1.74x 1.35x

FINANCIAL CONDITION DATA:
Assets . . . . . . . . . . . . . . . . . . . . $477,590 $277,550 $443,189 $274,304 $211,223 $182,291 $170,052
Loans. . . . . . . . . . . . . . . . . . . . . 310,055 185,816 271,743 174,505 120,110 87,406 81,561
Investment securities(2) . . . . . . . . . . . 98,691 52,961 90,798 64,117 59,573 47,424 51,647
Deposits . . . . . . . . . . . . . . . . . . . 370,279 226,018 369,775 229,219 183,737 163,844 154,025
Long-term debt . . . . . . . . . . . . . . . . 11,500 0 11,500 4,402 6,325 0 6,020
Common shareholders' equity. . . . . . . . . . 51,385 32,348 47,945 22,773 16,717 10,510 8,349
Book value per common share. . . . . . . . . . 13.78 11.02 13.07 8.91 7.02 5.26 4.17
Tangible book value per common share . . . . . 10.41 9.91 9.78 7.41 6.14 4.42 3.31
</TABLE>

15
<PAGE>

____________________________________

(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, 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.
(2) Includes available-for-sale securities and held-for-sale securities.

16
<PAGE>

UNAUDITED PRO FORMA COMBINED SELECTED
FINANCIAL DATA

The following table summarizes certain selected pro forma financial data
for CFB and Mountain Parks combined, giving effect to the Merger as a pooling of
interests for accounting and financial reporting purposes. Such pro forma data
assumes the Merger had been effective on June 30, 1996 and 1995 and December 31,
1995, 1994, 1993, 1992 and 1991 for balance sheet data and at the beginning of
the six months ended June 30, 1996 and 1995 and the years ended December 31,
1995, 1994, 1993, 1992 and 1991 for income statement data. This pro forma
financial data is derived from and should be read in conjunction with the
historical consolidated financial statements of CFB and Mountain Parks,
including the respective footnotes to those statements, incorporated by
reference in this document, and the pro forma financial information, including
the notes thereto, appearing elsewhere herein. See "Incorporation of Certain
Information by Reference" and "Unaudited Pro Forma Combined Financial
Information." On July 31, 1996, Mountain Parks acquired High Plains Bank Corp.
("Kiowa") in a transaction accounted for as a purchase. The effects of this
acquisition are not reflected below; however, the results of operations and
financial condition of Kiowa for certain periods are included in the financial
statements set forth under "Unaudited Pro Forma Condensed Combined Financial
Information" elsewhere in this Joint Proxy Statement-Prospectus. The following
pro forma financial data is presented for informational purposes only, and is
not necessarily indicative of results of the future operations of the combined
entity or the actual results that would have been achieved had the Merger been
consummated prior to the periods presented.

<TABLE>
<CAPTION>
Six Months
June 30, Year Ended December 31,
------------------- -----------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Interest income. . . . . . . . . . . . . . . . $109,201 $86,733 $192,868 $143,237 $121,146 $115,309 $120,012
Interest expense . . . . . . . . . . . . . . . 45,522 36,983 82,891 53,468 47,271 50,870 64,522
-------- ------- -------- -------- -------- -------- --------
Net interest income. . . . . . . . . . . . . . 63,679 49,750 109,977 89,769 73,875 64,439 55,490
Provision for loan losses. . . . . . . . . . . 2,331 1,167 2,711 1,839 2,149 2,433 3,427
-------- ------- -------- -------- -------- -------- --------
Net interest income after provision for
loan losses . . . . . . . . . . . . . . . . . 61,348 48,583 107,266 87,930 71,726 62,006 52,063
Noninterest income . . . . . . . . . . . . . . 12,617 10,120 22,488 18,992 18,158 14,640 11,931
Noninterest expense. . . . . . . . . . . . . . 46,657 38,052 82,593 70,241 60,854 52,992 45,427
-------- ------- -------- -------- -------- -------- --------
Income before income taxes, extraordinary
item and cumulative effect of accounting
change. . . . . . . . . . . . . . . . . . . . 27,308 20,651 47,161 36,681 29,030 23,654 18,567
Provision for income taxes . . . . . . . . . . 9,439 7,717 17,208 13,952 10,775 8,546 6,285
-------- ------- -------- -------- -------- -------- --------
Income before extraordinary item and
cumulative effect of accounting change. . . . 17,869 12,934 29,953 22,729 18,255 15,108 12,282
Extraordinary item (1) . . . . . . . . . . . . 0 0 0 0 0 0 (653)
Cumulative effect of accounting change . . . . 0 0 0 0 359 0 0
-------- ------- -------- -------- -------- -------- --------
Net income . . . . . . . . . . . . . . . . . . 17,869 12,934 29,953 22,729 18,614 15,108 11,629
Dividends on preferred stock . . . . . . . . . 805 804 1,610 1,091 0 0 655
-------- ------- -------- -------- -------- -------- --------
Net income applicable to common equity . . . . $ 17,064 $ 12,130 $ 28,343 $ 21,638 $ 18,614 $ 15,108 $ 10,974
-------- ------- -------- -------- -------- -------- --------
-------- ------- -------- -------- -------- -------- --------
Earnings per common and common
equivalent share:
Primary earnings per share before
extraordinary item and cumulative effect
of accounting change. . . . . . . . . . . . $1.04 $0.81 $1.82 $1.48 $1.29 $1.07 $0.92
Extraordinary item (1) . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00 0.00 (0.05)
Cumulative effect of accounting change . . . 0.00 0.00 0.00 0.00 0.03 0.00 0.00
Primary earnings per share . . . . . . . . . $1.04 $0.81 $1.82 $1.48 $1.32 $1.07 $0.87
Fully diluted earnings per share before
extraordinary item and cumulative effect
of accounting change. . . . . . . . . . . . $1.00 $0.78 $1.74 $1.42 $1.27 $1.07 $0.97
Extraordinary item (1) . . . . . . . . . . . 0.00 0.00 0.00 0.00 0.00 0.00 (0.05)
Cumulative effect of accounting change . . . 0.00 0.00 0.00 0.00 0.03 0.00 0.00
Fully diluted earnings per share . . . . . . $1.00 $0.78 $1.74 $1.42 $1.30 $1.07 $0.92
Average common and common equivalent
shares outstanding:
Primary. . . . . . . . . . . . . . . . . . .16,451,408 14,889,863 15,543,129 14,580,309 14,098,585 14,080,526 12,621,595
Fully diluted. . . . . . . . . . . . . . . .17,923,147 16,752,562 17,276,050 16,136,433 14,396,532 14,087,606 12,621,595
</TABLE>

17
<PAGE>

FINANCIAL CONDITION DATA (END OF PERIOD):
Assets . . . . . . . . . . . . . . . . . . . .$2,818,818 $2,435,579 $2,769,976 $2,130,619 $1,883,794 $1,576,275 $1,414,860
Loans. . . . . . . . . . . . . . . . . . . . . 1,851,429 1,598,320 1,767,193 1,330,146 1,037,666 813,550 685,053
Investment securities(3) . . . . . . . . . . . 723,213 633,530 717,342 613,239 653,722 579,078 554,115
Deposits . . . . . . . . . . . . . . . . . . . 2,322,394 2,041,905 2,359,716 1,794,565 1,627,989 1,374,859 1,239,421
Long-term debt . . . . . . . . . . . . . . . . 39,086 75,453 81,288 38,092 48,354 18,015 17,872
Preferred shareholders' equity . . . . . . . . 23,000 23,000 23,000 23,000 0 0 0
Common shareholders' equity. . . . . . . . . . 190,999 154,582 181,004 134,701 123,757 103,911 93,247
Book value per common share. . . . . . . . . . 11.80 10.22 11.25 9.23 8.68 7.64 6.94
Tangible book value per common share . . . . . 9.64 8.73 9.08 8.09 7.84 7.01 6.60

FINANCIAL CONDITION RATIOS (END OF PERIOD):
Nonperforming assets to total loans and OREO . 0.38% 0.38% 0.31% 0.34% 0.62% 1.13% 1.34%
Allowance for loan losses to total loans . . . 1.30% 1.34% 1.29% 1.30% 1.38% 1.38% 1.53%
Allowance for loan losses to nonperforming
loans. . . . . . . . . . . . . . . . . . . . 479% 474% 608% 537% 296% 224% 205%
Regulatory capital ratios:
Tier 1 capital . . . . . . . . . . . . . . . 8.82% 8.92% 8.51% 10.64% 10.16% 10.97% 11.59%
Total capital. . . . . . . . . . . . . . . . 11.19% 11.46% 11.18% 13.46% 13.44% 12.47% 13.29%
Leverage ratio . . . . . . . . . . . . . . . 6.53% 6.37% 6.10% 7.12% 6.12% 6.40% 6.69%
</TABLE>

____________________________________

(1) Represents the after-tax effect of prepayment penalties and unamortized
debt issuance costs in connection with the 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 include interest expense, including the interest
component of rental expense, and preferred stock dividends. Fixed charges
attributable to the preferred stock dividends equal the amount of pre-tax
income that it is assumed would be necessary to pay such dividends.
(3) Includes available-for-sale securities and held-for-sale securities.

18
<PAGE>

SPECIAL CONSIDERATIONS REGARDING CFB

IN ADDITION TO THE OTHER INFORMATION IN THIS JOINT PROXY STATEMENT-
PROSPECTUS, MOUNTAIN PARKS SHAREHOLDERS SHOULD CONSIDER THE FOLLOWING FACTORS
REGARDING CFB. THIS JOINT 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 AND ELSEWHERE IN THIS DOCUMENT. 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 acquired entities and other conditions
beyond the control of CFB, such as adverse personnel relations, loss of
customers because of change of identity, and deterioration in local economic
conditions.

CFB's management believes future growth in the assets and earnings of CFB
will depend in significant part on consummation of acquisitions. Acquisition
candidates may not be available in the future on terms favorable to CFB. CFB
must compete with a variety of individuals and institutions, including major
regional bank holding companies, for suitable acquisition candidates. Such
competition is likely to 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
Banks' 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. Expanding its asset
portfolios in the described ways exposes CFB to risks, including the risks that
a sufficient volume of acceptable assets of this type will not continue to be
available and that CFB will 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 shareholders 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. 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. Similarly,
effective January 1, 1997, Colorado will permit unrestricted statewide
intrastate branching, which may increase competition in local markets served by
CFB or Mountain Parks. There can be no assurance that implementation 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."

19
<PAGE>

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, Ronald K. Strand, the Executive Vice President, Banking
Group, and David E. Groshong, the Executive Vice President, Financial Services,
of CFB. There would likely be a difficult transition period in case the
services of any of these individuals 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, to fulfill its
plans in non-interest income operations and in acquisitions of earning assets
and 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 areas 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 remove
restrictions on interstate banking and permit interstate branching, are likely
to 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 will continue to focus their acquisition efforts on banks
and other financial institutions different from the acquisition candidates
identified by the Company, 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 Mountain Parks Common
Stock is junior to CFB's 7% Cumulative Convertible Preferred Stock and could be
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 "Comparison of Stockholder Rights -- Anti-Takeover
Provisions."

INTEREST RATES

Banking company's earnings depend largely 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
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 or more rapidly or on a different basis than their
interest earning assets. Given CFB's

20
<PAGE>

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.

PENDING AND RECENT ACQUISITIONS BY CFB

CFB's strategy is to 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 the Acquisition Area. In addition to
the Merger Agreement with Mountain Parks described elsewhere in this Joint Proxy
Statement-Prospectus, CFB routinely solicits and reviews acquisition
opportunities and, at any given time, may have one or more bids outstanding or
may be involved in negotiations with the owners of financial institutions or
other parties relative to a particular financial institution, its branches or
its deposit accounts.

On October 1, 1996, CFB acquired Financial Bancorp, Inc., Trinidad,
Colorado ("Financial"), the holding company of Trinidad National Bank, Trinidad
Colorado, which had consolidated total assets of $68.7 million and total
stockholders' equity of $9.4 million as of June 30, 1996. Upon completion of
the merger, CFB issued 538,803 shares of Common Stock to the former holders of
Financial Common Stock. The market value of the CFB Common Stock issued in the
merger was approximately $12.7 million, based on the closing price of CFB Common
Stock on the Nasdaq National Market on September 30, 1996.

21
<PAGE>

GENERAL INFORMATION

This Joint Proxy Statement-Prospectus is being furnished to the
stockholders of CFB and Mountain Parks in connection with the respective
solicitations by the Boards of Directors of CFB and Mountain Parks of proxies to
be voted at the CFB Special Meeting of Stockholders to be held on December 17,
1996 at 10:00 a.m., local time, and at any and all adjournments thereof, and at
the Mountain Parks Special Meeting of Stockholders to be held on December 17,
1996 at 9:00 a.m., local time, and at any and all adjournments thereof. This
Joint Proxy Statement-Prospectus and the enclosed form of proxy are first being
sent to stockholders of CFB and Mountain Parks on or about November 13, 1996.

PURPOSE OF THE SPECIAL MEETINGS

At the Special Meetings, stockholders of CFB and Mountain Parks 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. Pursuant to
the Merger Agreement, each stockholder of Mountain Parks will be entitled to
receive, for each share of Mountain Parks Common Stock held at the Effective
Time of the Merger, 1.275 shares of CFB Common Stock. Cash will be paid in lieu
of fractional shares. See "The Merger - Conversion of Mountain Parks Common
Stock."

At the CFB Special Meeting, stockholders of CFB will also be asked to
consider and vote upon an amendment to the CFB Certificate of Incorporation to
increase the number of authorized shares of CFB Common Stock from 20,000,000
shares to 30,000,000 shares (the "Amendment"). See "Proposal Two For CFB
Stockholders - Amendment to Certificate of Incorporation."

If any other matters are properly presented at the Special Meetings 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.

VOTE REQUIRED; SHARES ENTITLED TO VOTE

The presence in person or by proxy of the holders of a majority of the
outstanding shares of Mountain Parks and CFB Common Stock will constitute a
quorum for the transaction of business at the Mountain Parks and CFB Special
Meetings, respectively. APPROVAL OF THE MERGER WILL REQUIRE THE AFFIRMATIVE
VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF EACH OF MOUNTAIN PARKS AND
CFB COMMON STOCK, RESPECTIVELY. APPROVAL OF THE AMENDMENT WILL REQUIRE THE
AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF CFB COMMON STOCK.
Holders of record of Mountain Parks and CFB Common Stock at the close of
business on November 8, 1996 are entitled to receive notice of, and to vote
at, the Mountain Parks and CFB Meetings, respectively. At the close of
business on November 4, 1996, there were 3,910,218 shares of Mountain Parks
Common Stock outstanding and 11,983,935 shares of CFB Common Stock
outstanding, net of treasury shares. Each share of Mountain Parks Common
Stock and CFB Common Stock will be entitled to one vote.

As of the Record Date, all executive officers and directors of CFB (as a
group) were entitled to vote approximately 859,000 shares of CFB Common Stock,
or approximately 7.1% of the shares of CFB Common Stock then outstanding.

As of the Record Date, directors and officers of Mountain Parks and their
affiliates owned beneficially an aggregate of 1,571,600 shares (or 39.7%) of the
outstanding Mountain Parks Common Stock. Dennis M. Mathisen, Daniel T. Lindsay
and John A. Fischer, who collectively beneficially own 1,586,450 shares (or
39.8%) of the Mountain Parks Common Stock, have each entered into separate
agreements with CFB whereby, among other things, they have agreed to vote their
shares in favor of the Merger. See "The Merger - The Shareholder Agreements."

VOTING AND REVOCATION OF THE PROXIES

The Boards of Directors of CFB and Mountain Parks have unanimously approved
the Merger, and the Board of Directors of CFB has unanimously approved the
Amendment. CFB and Mountain Parks stockholders' affirmative votes on the
approval of the Merger Agreement are solicited on behalf of the respective
Boards of Directors of CFB and Mountain Parks. Such stockholders should 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 at the CFB and

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Mountain Parks Special Meetings 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 Mountain Parks
Common Stock or CFB 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 Mountain Parks or CFB stockholder abstains from voting on any
proposal, the shares represented by such proxy will be considered present at the
respective 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.
Therefore, abstentions and "broker non-votes" will have the same effect as votes
against the proposals.

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.

MOUNTAIN PARKS STOCKHOLDERS 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 Mountain Parks and CFB (who will not be specifically
compensated for such services) may solicit proxies by mail, telephone,
telegraph and personal interviews. CFB has retained D.F. King & Co., Inc. to
assist in the solicitation of proxies from CFB's stockholders for a fee
estimated at $3,000. Mountain Parks and CFB will bear their respective
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 is quoted on the Nasdaq National Market under the symbol
CFBX. The first public announcement of the proposed Merger was made during the
trading day on June 25, 1996. On that date and on November 1, 1996, the
closing sales price per share of CFB Common Stock as quoted on the Nasdaq
National Market was $24.25 and $25.00, respectively.

MARKET FOR MOUNTAIN PARKS COMMON STOCK

Mountain Parks Common Stock is quoted on the Nasdaq National Market under
the symbol MPFC. On June 25, 1996 and on November 1, 1996, the closing sales
price per share of Mountain Parks Common Stock as quoted on the Nasdaq National
Market was $25.00 and $30.625, respectively.

STOCKHOLDER DATA

As of November 1, 1996, there were approximately 950 owners of record of
CFB Common Stock and an estimated 3,600 additional beneficial stockholders whose
stock was held in street name by brokerage houses and 54 holders of record of
depositary shares representing CFB's preferred stock. At that same date, there
were approximately 120 owners of record of Mountain Parks Common Stock and an
estimated 1,900 additional beneficial stockholders whose stock was held in
street name by brokerage houses.

CFB COMMON STOCK DIVIDEND PAYMENT HISTORY AND RESTRICTIONS

Since its initial public offering in August, 1991, CFB has paid quarterly
cash dividends on its Common Stock. Since the quarterly dividend was $.12 per
share in 1995 and $.14 per share during 1996. 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 depends on conditions at the time
of each quarterly board meeting, 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 payment to it of
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 its Common Stock is 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

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surplus, from net profits earned in the current and/or preceding fiscal year.
Applicable Federal regulators 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 in
the foreseeable future.

MOUNTAIN PARKS DIVIDEND POLICY AND PAYMENT HISTORY

The Board of Directors of Mountain Parks has not paid cash dividends on its
Common Stock since 1982, and does not intend to declare a cash dividend in the
remainder of 1996. It has been Mountain Parks' policy generally to retain its
earnings to support continued growth. Mountain Park's ability to declare
dividends is largely dependent upon its receipt of cash dividends from its
subsidiary bank, which is subject to federal and state regulatory restrictions
tied to the earnings and capital of the bank. In addition, the terms of
Mountain Parks' outstanding 9% Exchangeable Subordinated Notes due 2005
effectively foreclose its ability to pay dividends on its Common Stock.

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PROPOSAL ONE
FOR CFB AND MOUNTAIN PARKS STOCKHOLDERS

APPROVAL 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 JOINT PROXY STATEMENT-PROSPECTUS AND INCORPORATED HEREIN BY REFERENCE.

GENERAL

CFB and Mountain Parks have entered into the Merger Agreement, which
provides that Mountain Parks will be merged with and into CFB, and each
outstanding share of Mountain Parks Common Stock will be converted at the
Effective Time of the Merger into 1.275 shares of CFB Common Stock and the right
to receive cash in lieu of any fractional shares. See "The Merger - Conversion
of Mountain Parks 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
Delaware. It is presently contemplated that the Effective Time of the Merger
will be as soon as practicable after stockholder approval of the Merger.

BACKGROUND OF THE MERGER

The terms and conditions of the Merger Agreement were determined through
arms length negotiations between the managements and boards of directors of CFB
and Mountain Parks. The following is a brief summary of those negotiations.

Donald R. Mengedoth, President and Chief Executive Officer of CFB, and
Dennis M. Mathisen, President of Mountain Parks, have been acquainted for a
number of years as a result of their activities in the banking industry. During
that time, they had several casual discussions about the possible advantages to
CFB and Mountain Parks of a business combination. No specific negotiations had
occurred prior to 1996. In January 1996, Mr. Mathisen determined to explore the
possibility of a business combination more seriously. He contacted Mr.
Mengedoth for that purpose in late February, 1996 and provided Mr. Mengedoth
with a package of financial information concerning Mountain Parks in early March
1996. On March 21, 1996, Mr. Mengedoth and Mr. Mathisen met in Denver, Colorado
to discuss a possible merger. After that discussion, they agreed to exchange
additional information and began to focus on a range of exchange ratios and
other terms of the transaction. On April 2, 1996, Mr. Mengedoth, Mark A.
Anderson, Executive Vice President and Chief Financial Officer of CFB, Mr.
Mathisen and John A. Fischer, Mr. Mathisen's financial advisor, met at Mountain
Parks' offices in Minneapolis, Minnesota to continue the discussions. During
that meeting, they discussed possible exchange ratios.

On April 22, 1996, Mr. Mengedoth attended a meeting of Mountain Parks'
Board of Directors to provide information to that Board concerning the
structure, financial condition and operating philosophy of CFB. The purpose of
that meeting was purely informational and there were no specific negotiations of
the terms of the transaction. On April 26, 1996, Mr. Mengedoth and Mr. Mathisen
met again at Mountain Parks' offices in Minneapolis to discuss the exchange
ratio and other aspects of the proposed transaction. No final agreement was
reached, but the parties agreed to continue negotiations.

During the first week of May 1996, Mr. Mengedoth and Mr. Mathisen attended
a conference of bank executives. During that time, they had occasional
discussions about the proposed transaction but did not conduct extensive
negotiations.

Beginning in mid-May 1996 and continuing through mid-June 1996, counsel for
and representatives of CFB and Mountain Parks prepared and commented on drafts
of proposed acquisition agreements. Negotiations concerning the final exchange
ratio continued during that period and, as is customary, various other issues
were raised and negotiated in the drafting process. The exchange ratio of 1.275
shares of CFB for each share of Mountain Parks was agreed upon on or about June
5, 1996.

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On June 12, 1996 Mountain Parks retained Piper Jaffray to render a fairness
opinion to its stockholders with respect to the transaction. On June 18, 1996,
CFB retained The Chicago Corporation to deliver a fairness opinion to its
stockholders with respect to the Merger.

The Merger Agreement was approved by the Mountain Parks Board of Directors
on June 24, 1996 and on June 17, 1996 by the CFB Finance Committee, which had
been granted authority by the CFB Board of Directors to pass on the matter. The
definitive Merger Agreement was executed on June 25, 1996.

REASONS FOR THE MERGER

The Board of Directors of Mountain Parks believes that the Merger is in the
best interests of Mountain Parks' stockholders. In reaching that conclusion,
the Board considered the following factors, among others.

CFB's greater size and geographic diversity make it less subject to
operating risks such as economic downturns in a particular regional economy and
adverse weather or other natural conditions in a particular market area. In
addition, CFB's greater access to capital will allow it to pursue more
aggressively and on a broader geographic scale the kind of acquisition strategy
that Mountain Parks has historically pursued in Colorado. The opportunities for
continued growth in Mountain Parks' markets have diminished as a result of
intense acquisition activities by other banking institutions in the recent past.
The combination with CFB will allow Mountain Parks' stockholders to continue to
benefit from growth through acquisitions and economies of scale.

Mountain Parks' Board of Directors also considered the management style and
philosophy of CFB, which are similar to those of Mountain Parks. Both
organizations are dedicated to providing customer service of the highest
quality. Both organizations accord significant independence to the managers of
their banks to make decisions on a local level that fit local conditions.
Managers and employees are encouraged to become part of the communities in which
they are located in order to foster long term-banking relationships. Mountain
Parks believes that these factors have been key to its growth and success and
that they will maximize the prospects of continued growth and success for CFB.

Mountain Parks has grown significantly in recent years. In order to manage
its expanded operations on a stand-alone basis, the Mountain Parks management
team would need to be expanded and restructured. CFB has in place a management
structure that will accommodate the addition of the Mountain Parks Banks on a
more efficient basis than would be possible through the expansion of Mountain
Parks' own management. The Mountain Parks Board believes that the stockholders
will benefit from these increased economies of scale.

As a result of regulatory changes in recent years, competitive conditions
in Mountain Parks' market areas have changed and are continuing to change.
Effective January 1, 1997, unlimited intrastate branching will be allowed in
Colorado for the first time. The effect of this change, coupled with recent
federal legislation allowing interstate branching effective July 1, 1997, cannot
be predicted with certainty. However, these developments are expected to make
it more difficult for a relatively small bank holding company like Mountain
Parks to compete effectively. The Board of Directors of Mountain Parks believes
that a larger institution such as CFB will be better positioned to compete in
the modern regulatory environment.

THE BOARD OF DIRECTORS OF MOUNTAIN PARKS UNANIMOUSLY RECOMMENDS THAT
MOUNTAIN PARKS' STOCKHOLDERS VOTE FOR APPROVAL OF THE MERGER.

The CFB Board believes that the Merger with Mountain Parks is in the best
interests of the CFB stockholders based on its analysis of the following
factors. The CFB Board did not determine the relative weight of these factors
in concluding to recommend the approval of the Merger.

- The acquisition of the Mountain Parks Banks is consistent with CFB's
strategy to acquire banks with approximately $20 million to $150 million in
total assets in communities in the Acquisition Area with populations
between 3,000 and 50,000.

- The opinion of CFB's financial advisor, The Chicago Corporation, that
the distribution of the Merger Consideration to the Mountain Parks
stockholders by CFB is fair to the CFB stockholders from a financial point
of view.

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- Market factors, including the size and long-term viability of the
communities served by the Mountain Parks Banks, the market share of these
banks in their respective markets and the proximity of existing CFB Banks.

- The favorable level of profitability of the real estate construction
lending business of Mountain Parks.

- Financial performance factors, including historical performance, and
comparison of the Mountain Parks Banks to peers and the CFB Banks in terms
of key operating performance ratios and target capital ratios.

- Non-financial factors, including the Mountain Parks' management
personnel's experience and skill and the demand on CFB's management
resources to integrate the Mountain Parks Banks into CFB's organization.

- CFB's Board of Directors' belief that the acquisition of Mountain Parks
will enhance CFB's stable, relatively low-cost deposit base and broaden
CFB's earnings base.

- CFB's Board of Directors' belief that the acquisition of Mountain Parks
will strengthen CFB's position in Colorado, one of the fastest growing
banking and financial service market opportunities in the United States.

THE BOARD OF DIRECTORS OF CFB UNANIMOUSLY RECOMMENDS THAT THE CFB
STOCKHOLDERS VOTE FOR APPROVAL OF THE MERGER.

OPINION OF CFB'S FINANCIAL ADVISOR

On August 5, 1996, The Chicago Corporation delivered a written opinion to
the CFB Board that, based upon and subject to the various considerations set
forth in the opinion, the consideration being paid by CFB in the Merger is fair
from a financial point of view to CFB's stockholders as of the date of its
opinion. The Chicago Corporation has also delivered an updated written opinion
to the Board dated as of the date of this Joint Proxy Statement - Prospectus.
The updated opinion is based upon a review of the financial and other
information reviewed by The Chicago Corporation in rendering the opinion on
August 5, 1996, along with a review of the information set forth in this Joint
Proxy Statement - Prospectus and the financial results for CFB and Mountain
Parks made available since August 5, 1996.

The CFB Board reviewed the materials and presentations of The Chicago
Corporation and made inquiries of The Chicago Corporation personnel as to the
methodology and the assumptions utilized in its analyses. No limitations were
imposed by the CFB Board upon The Chicago Corporation with respect to the
investigations made or procedures followed by it in rendering its opinions.

The full text of the opinion of The Chicago Corporation, which sets forth
assumptions made, matters considered and limitations on the review undertaken,
is attached hereto as Appendix B. CFB stockholders are urged to read the
opinion in its entirety.

During the course of its engagement, The Chicago Corporation has among
other things: (i) reviewed the financial terms and conditions of the Merger
Agreement; (ii) reviewed certain publicly available financial and other data,
including the audited and unaudited recent financial statements of CFB and
Mountain Parks, as well as certain other relevant internally generated CFB and
Mountain Parks reports relating to asset/liability management, asset quality and
so forth; (iii) reviewed and analyzed other material bearing upon the financial
and operating condition of CFB and Mountain Parks and material prepared in
connection with the proposed transaction; (iv) reviewed the operating
characteristics of certain other financial institutions deemed relevant to the
contemplated transaction; (v) reviewed the nature and terms of recent sale and
merger transactions involving banks, thrifts, bank and thrift holding companies
and other financial institutions that we considered relevant; (vi) reviewed
historical and current market data for CFB Common Stock and Mountain Parks
Common Stock; (vii) conducted meetings with members of the senior managements of
CFB and Mountain Parks for the purpose of reviewing the future prospects of CFB
and Mountain Parks and the strategic objectives of each; (viii) reviewed certain
information including forecasts pertaining to prospective cost savings and
revenue enhancements relative to the Merger; and (ix) performed such other
analyses and examinations as were deemed appropriate.

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<PAGE>

In preparing its opinion, The Chicago Corporation assumed and relied upon
the accuracy and completeness of all financial and other information reviewed by
it for purposes of formulating its opinion and did not independently verify such
information or undertake an independent evaluation or appraisal of the assets or
liabilities of CFB or Mountain Parks, nor was it furnished with any such
evaluation or appraisal. The Chicago Corporation is not an expert in the
evaluation of allowances for loan losses and has not made an independent
evaluation of the adequacy of the allowance for loan losses of CFB or Mountain
Parks, nor has it reviewed individual credit files; it assumed that the
aggregate allowances for loan losses is adequate to cover such losses. The
Chicago Corporation assumed and relied upon the senior managements of CFB and
Mountain Parks as to the reasonableness and achievability of the financial and
operating forecasts and the assumptions and bases thereto furnished by CFB and
Mountain Parks. The opinions of The Chicago Corporation are necessarily based
on economic, market and other conditions as in effect on, and the information
made available to The Chicago Corporation, as of the respective dates of such
opinions.

THE CHICAGO CORPORATION'S OPINION IS DIRECTED ONLY TO THE FAIRNESS TO CFB'S
STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW OF THE CONSIDERATION TO BE PAID IN
THE MERGER AND DOES NOT CONSTITUTE A RECOMMENDATION TO CFB STOCKHOLDERS AS TO
HOW ANY SUCH STOCKHOLDER SHOULD VOTE AT THE CFB SPECIAL MEETING. THE SUMMARY OF
THE OPINION OF THE CHICAGO CORPORATION SET FORTH IN THIS PROXY STATEMENT IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF SUCH OPINION.

The following is a summary of the material terms considered and the
analyses performed by The Chicago Corporation in rendering its opinions during
the course of its engagement in connection with the August 6, 1996 opinion and
the updated opinion.

COMPARABLE COMPANY ANALYSIS. The Chicago Corporation analyzed the market
price, market-to-book value and price-to-earnings multiples and operating
characteristics of the following selected comparable companies which it deemed
to be reasonably similar to Mountain Parks in size, financial character,
operating character, historical performance and/or geographic market: Southwest
Bancorp, Inc. of Stillwater, OK; Vectra Banking Corporation of Denver, CO;
Southside Bancshares Corp. of St. Louis, MO; Cass Commercial Corporation of
Sunset Hills, MO; Aspen Bancshares, Inc. of Aspen, CO; American Bancorp of
Nevada of Las Vegas, NV; Allegiant Bancorp, Inc. of Clayton, MO; BNCCORP, Inc.
of Bismarck, ND; Mahaska Investment Company of Oskaloosa, IA; Union Bankshares,
Ltd. of Denver, CO; Comstock Bank of Reno, NV; and MNB Bancshares, Inc. of
Manhattan, KS.

This analysis indicated that non-control interests in companies considered
comparable to Mountain Parks trade in the public market at an average of 1.502
times book value, 1.677 times tangible book value and at an average multiple of
price to trailing 12 months earnings of 13.21.

COMPARABLE TRANSACTION ANALYSIS. The Chicago Corporation reviewed selected
comparable merger and acquisition transactions. The following merger
transactions were reviewed based on publicly-available data (the acquiror is
named first and italicized, followed by the seller): UNION PLANTERS CORP,
Financial Bancshares; FIRST INTERSTATE BANCSYSTEM, First Interstate-WY, MT;
FIRST NATIONAL OF NE, Boulder Bancorp; ZIONS BANCORP, Southern Arizona Bancorp;
NORWEST CORPORATION, AmeriGroup; CENTRAL BANCOMPANY, Pleasant Hope Bancshares;
VECTRA BANKING CORP, Bank Land Company; BANCFIRST, City Bankshares Inc; UMB
FINANCIAL CORP, First Sooner Bancshares; FIRST BANK SYSTEM, Midwestern Services;
NORWEST CORPORATION, Dickinson Bancorp; MERCANTILE BANCORP, AmeriFirst Bancorp;
MERCANTILE BANCORP, Southwest Bancshares; COMMUNITY FIRST BANKSHARES, First
Community Bankshares; COMMUNITY FIRST BANKSHARES, Abbott Bank Group; NORWEST
CORPORATION, Goldenbanks of CO; MERCANTILE BANCORP, Central Mortgage Bancshares;
COMMERCE BANCSHARES, Union Bancshares; BANCFIRST, State National Bank; FIRST
BANK SYSTEM, First Western Corp; KEYCORP, OmniBancorp; COMMUNITY FIRST
BANKSHARES, Minowa Bancshares; NORWEST CORPORATION, American Republic; FIRST
NATIONAL OF NE, Union Colony Bancorp; FIRSTIER FINANCIAL, Cornerstone Bank
Group; WBH, INC, Equitable Bankshares; KEYCORP, Commercial Bancorp of CO;
NORWEST CORPORATION, First National Banks; FIRST NATIONAL OF NE, 1st Interstate
Bank; and FIRST BANK SYSTEM, Colorado National Bancshares.

Comparable transactions were selected by The Chicago Corporation on the
basis of comparability in asset size to Mountain Parks and geographic
comparability of the markets served by the acquired institutions to those of
Mountain Parks. For the comparable transactions, the multiple of purchase price
to book value ranged from 1.12 to 2.73 with the averages ranging from 1.87 to
2.16. The CFB offer to Mountain Parks represented a multiple of price to March
31, 1996 book value of 2.15.

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<PAGE>

For the selected comparable transactions, the multiple of purchase price to
tangible book value ranged from 1.12 to 2.90 with the averages ranging from 2.01
to 2.26. The CFB offer to Mountain Parks represented a multiple of price to
March 31, 1996 tangible book value of 2.87.

For the selected comparable transactions, the multiple of price to trailing
12 months earnings ranged from 7.6 times to 18.9 times with the averages ranging
from 14.0 to 14.1 times. The proposed purchase price for Mountain Parks
represented a multiple of price to earnings (for the 12 months ended March 31,
1996) of 13.8 times.

FINANCIAL IMPLICATIONS TO CFB STOCKHOLDERS. The Chicago Corporation has
prepared analyses of the financial implications of the Merger to a CFB
stockholder based on projections of stand-alone and pro forma financial
performance. These analyses indicate that on a pro forma equivalent basis a
stockholder of CFB would achieve accretion in earnings per share and per share
dividends as a result of the consummation of the Merger. It was also estimated
that CFB stockholders would incur dilution to their book value and tangible book
value per share. Such dilution would remain over the five-year period of the
analysis, diminishing over time.

NET PRESENT VALUE ANALYSIS. The Chicago Corporation prepared a net present
value analysis which indicated theoretical values for Mountain Parks, based on
management estimates of financial performance over the next five years and
assuming various terminal values derived from current pricing for comparable
bank sellers. Assuming a 15% discount rate as indicative of the return an
average investor might expect an investment such as Mountain Parks Common Stock,
the results of this analysis indicated a range of theoretical values for
Mountain Parks between $29.75 and $42.55 per share.

The summary of The Chicago Corporation analyses as set forth above is a
fair summary thereof but does not purport to be a complete description of the
presentations by The Chicago Corporation to the CFB Board. The Chicago
Corporation believes that its analysis and the summary set forth above must be
considered as a whole and that selecting portions of the analysis, without
considering all factors and analyses, could create an incomplete view of the
process by which a fairness opinion is rendered. In connection with its
analyses, The Chicago Corporation assumed that there would not be any material
adverse change prior to the Effective Time in general economic, business, market
and/or regulatory conditions, all of which are beyond the control of CFB and
Mountain Parks. The analyses performed by The Chicago Corporation are not
necessarily indicative of actual values of future results, which may be
significantly more or less favorable than suggested by such analyses.

CFB retained The Chicago Corporation as its financial advisor on the basis
of the firm's reputation, experience and familiarity with the banking industry
and with merger and acquisition transactions. As part of its investment banking
business, The Chicago Corporation is regularly engaged in the valuation of
businesses in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of listed and unlisted securities,
private placements and valuation for corporate and other purposes.

The fees due to The Chicago Corporation under the agreement between The
Chicago Corporation and CFB were payable to The Chicago Corporation as follows:
$100,000 at the delivery of the opinion and $50,000 at the delivery of the
updated opinion. The Chicago Corporation will also receive reimbursement for
certain out-of-pocket expenses, and CFB has agreed to indemnify The Chicago
Corporation against certain liabilities, including liabilities which may arise
under securities law.

OPINION OF MOUNTAIN PARKS' FINANCIAL ADVISOR

Piper Jaffray was retained by Mountain Parks in June, 1996 to render its
opinion to the Mountain Parks Board regarding the fairness, from a financial
point of view, to the holders of Mountain Parks Common Stock (the "Mountain
Parks Shareholders") of the consideration to be received by them in the Merger.
On August 5, 1996, Piper Jaffray delivered to the Mountain Parks Board its
written opinion to the effect that, as of the date of its opinion and based on
and subject to the assumptions, factors and limitations as set forth in the
opinion and as described below, the consideration proposed to be received by the
Mountain Parks Shareholders based on a Exchange Ratio of 1.275, is fair to the
Mountain Parks Shareholders from a financial point of view (the "Piper Jaffray
Opinion"). A copy of the Piper Jaffray Opinion is attached hereto as Appendix
C. The Mountain Parks Shareholders are urged to read the attached Piper Jaffray
Opinion in its entirety.

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The Piper Jaffray Opinion is directed to the Mountain Parks Board and does
not constitute a recommendation to any Mountain Parks Shareholder as to how such
shareholder should vote with respect to the Merger. Piper Jaffray was not
requested to and did not make any recommendation to the Mountain Parks Board as
to the form or amount of consideration to be received by the Mountain Parks
Shareholders in the Merger. Piper Jaffray was not requested to opine as to, and
the Piper Jaffray Opinion does not address, the Board's underlying business
decision to proceed with or effect the Merger.

In reaching its conclusion as to the fairness to the Mountain Park
Shareholders of the consideration to be received by such shareholders in the
Merger and in its presentation to the Mountain Parks Board, Piper Jaffray did
not rely on any single analysis or factor described below, assign weights to the
analyses or factors considered by it, or make any conclusions as to how the
results of any given analysis, taken alone, supported its fairness opinion. The
preparation of a fairness opinion is a complex process and not necessarily
susceptible to partial analysis or summary description. Piper Jaffray believes
that its analysis must be considered as a whole and that selecting portions of
its analysis, and of the factors considered by it, without considering all
factors and analyses, would create a misleading view of the process underlying
the Piper Jaffray Opinion. The analyses of Piper Jaffray are not necessarily
indicative of the future values or future results, which may be significantly
more or less favorable than suggested by the analyses. Analyses relating to the
value of companies do not purport to be appraisals or valuations or necessarily
reflect the price at which companies may actually be sold. No company or
transaction used in any comparable analyses as a comparison is identical to
Mountain Parks, CFB or the Merger.

Accordingly, an analysis of results is not mathematical. Rather, it
involves complex considerations and judgments concerning, among other things,
similarities and differences in financial and operating characteristics of the
Comparable Companies (as defined below) and such other factors, as deemed
relevant by Piper Jaffray.

In arriving at the Piper Jaffray Opinion, Piper Jaffray reviewed, among
other things, (i) the Merger Agreement, (ii) certain publicly available
information relative to Mountain Parks (iii) certain projected financial data
for Mountain Parks based on assumptions provided by the management of Mountain
Parks, (iv) certain financial and securities data of Mountain Parks and
companies deemed similar to Mountain Parks, (v) to the extent publicly
available, the financial terms of certain merger and acquisition transactions
involving acquired entities deemed similar to Mountain Parks, (vi) certain
publicly available information relative to CFB, (vii) certain projected
financial data for CFB provided by the management of CFB, (viii) certain
projected financial data of the combined company resulting from the Merger (the
"Combined Company") provided by the management of CFB, and (ix) certain
financial and securities data of CFB and companies deemed similar to CFB. In
addition, Piper Jaffray engaged in discussion with members of the management of
Mountain Parks concerning the financial condition, current operating results and
business outlook for Mountain Parks and with members of the management of CFB
concerning the financial condition, current operating results and business
outlook for CFB and the Combined Company and CFB's plans relating to the
Combined Company.

In delivering the Piper Jaffray Opinion to the Mountain Parks Board on
August 5, 1996, Piper Jaffray prepared and delivered to the Mountain Parks Board
certain written material containing certain analyses and other information
relevant to the Piper Jaffray Opinion. The following is a summary of those
materials:

SELECTED MARKET INFORMATION. Piper Jaffray reviewed, among other things,
certain stock trading characteristics of Mountain Parks and CFB Stock including
stock prices and volume comparisons, as well as dividend payout and yield
comparisons.

DILUTION ANALYSIS. Piper Jaffray analyzed the hypothetical pro forma
effects of the Merger, on a share equivalent basis, on Mountain Parks' earnings
per share and tangible book value per share (the "Dilution Analysis"). In
performing the Dilution Analysis, Piper Jaffray analyzed the projections of
fully diluted earnings per share and tangible book value per share of Mountain
Parks for 1996, 1997 and 1998 provided by the management of Mountain Parks and
calculated pro forma estimates of fully diluted earnings per share and tangible
book value per share for the Combined Company based upon pro forma projections
for the Combined Company prepared by the management of CFB (the "Nonacquisition
Growth Scenario") excluding the impact of non-recurring transaction expenses and
assuming earnings enhancements in 1997 and 1998 which are expected to result
from, among other things, expense reductions. This analysis showed, among other
things, that, on a share equivalent basis, holders of Mountain Parks Common
Stock would realize accretion in earnings per share and in tangible book value
per share in each of 1996, 1997 and 1998. Additionally, Piper Jaffray performed
a Dilution Analysis on alternative financial projections provided by the
management of Mountain Parks and CFB which assumed, among other things,
increases in revenues for Mountain Parks

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and CFB as the result of acquisitions by both companies in 1997 and 1998 (the
"Acquisition Growth Scenario"). The Dilution Analysis performed by Piper
Jaffray using the Acquisition Growth Scenario, excluding non-recurring
transaction expenses and assuming earnings enhancements in 1997 and 1998
indicated, among other things, that, on a share equivalent basis, holders of
Mountain Parks Common Stock would realize accretion in earnings per share and in
tangible book value per share in each of 1997 and 1998.

CONTRIBUTION ANALYSIS. Piper Jaffray analyzed the hypothetical pro forma
contribution provided by each of Mountain Parks and CFB to the Combined Company
on a projected basis for 1996 through 2000 (the "Contribution Analysis") based
upon the Nonacquisition Growth Scenario. The analysis showed, among other
things, that for the six months ended June 30, 1996 and for the years ended
December 31, 1997 and 1998, respectively on a projected basis, Mountain Parks
would contribute the following percentages of the pro forma amounts of the
Combined Company: 23.8%, 26.6% and 26.2%, respectively of net income after
payment of dividends on preferred stock; 16.9%, 20.3% and 21.0%, respectively of
total assets; 14.1%, 14.6% and 15.5%, respectively of loan loss reserves; and
21.9%, 24.0% and 25.1%, respectively of tangible book value. Piper Jaffray also
performed a Contribution Analysis on the Acquisition Growth Scenario and
calculated that for the six months ended June 30, 1996 and for the years ended
December 31, 1997 and 1998, respectively on a projected basis, Mountain Parks
would contribute the following percentages of the pro forma amounts of the
Combined Company: 23.8%, 26.5% and 25.9%, respectively of net income after
payment of dividends on preferred stock; 16.9%, 20.2% and 20.7%, respectively of
total assets; 14.1%, 14.6% and 15.5% of loan loss reserves; and 21.9%, 24.0% and
25.2% of tangible book value. Based on the Exchange Rate of 1.275 shares of CFB
stock for every share of Mountain Parks Common Stock, the holders of Mountain
Parks Common Stock will own 27.5% of the Combined Company on a fully diluted
basis.

MERGER AND ACQUISITION TRANSACTION ANALYSIS. Piper Jaffray reviewed
publicly available information for selected completed transactions announced
after January 1, 1994 involving acquisitions of banks headquartered in the 10th
Federal Reserve District or Utah in which the total assets of the target company
ranged from $100,000,000 to $1,000,000,000. The comparable transactions
reviewed included eight transactions in which the shareholders of the acquired
company received all stock in consideration for their shares (the "Stock Only
Comparable Transactions") and four transactions in which the shareholders of the
acquired company received either all cash or a combination of cash and stock for
their shares in the acquired company (the "Mixed Consideration Comparable
Transactions"). Piper Jaffray calculated a value for the consideration to be
received by Mountain Parks Shareholders (the "Implied Transaction Value") based
upon a share price for CFB Common Stock of $22.63 on August 1, 1996 and the
Exchange Ratio. Piper Jaffray calculated the Implied Transaction Value to be
13.48x Mountain Parks' latest twelve months ("LTM") net income, compared to
Implied Transaction Value/LTM net income multiples with a range of 9.62x to
23.97x, a mean of 14.06x and a median of 13.24x for Stock Only Comparable
Transactions and a range of 7.91x to 18.58x, a mean of 13.13x and a median of
13.02x for Mixed Consideration Comparable Transactions. Piper Jaffray
calculated the Implied Transaction Value to be 2.76x Mountain Parks' tangible
book value, compared to Implied Transaction Value/tangible book value multiples
with a range of 1.37x to 2.92x, a mean of 2.11x and a median of 2.07x for Stock
Only Comparable Transactions and a range of 1.11x to 3.53x, a mean of 1.89x and
a median of 1.47x for Mixed Consideration Comparable Transactions. Piper
Jaffray calculated the Implied Transaction Value to be 0.23x Mountain Parks'
total assets, compared to Implied Transaction Value/total asset multiples with a
range of 0.12x to 0.23x, a mean of 0.16x and a median of 0.16x for Stock Only
Comparable Transactions and a range of 0.13x to 0.18x, a mean of 0.16x and a
median of 0.16x for Mixed Consideration Comparable Transactions. Piper Jaffray
also calculated the Implied Transaction Value to be 0.30x Mountain Parks' total
deposits compared to a range of 0.14x to 0.28x, a mean of 0.19x and a median of
0.19x for Stock Only Comparable Transactions and a range of 0.14x to 0.21x, a
mean of 0.18x and a median of 0.18x for Mixed Consideration Comparable
Transactions.

PREMIUM ANALYSIS. Piper Jaffray reviewed publicly available information
for selected completed transactions announced after January 1, 1994 involving
acquisitions of publicly traded financial institutions. Piper Jaffray selected
67 completed transactions which it deemed to be comparable (the "Premium
Comparable Transactions") and calculated the premium (or discount) to the
target's stock price represented by the consideration to be received by the
target's shareholders. Based on the closing price per share of each target
company's common stock one day prior to an announcement of the transaction,
holders of Mountain Parks Common Stock would receive a 22.8% premium compared to
a range of a 5.2% discount to a 59.8% premium, a 22.5% mean and a 19.9% median
premium for Premium Comparable Transactions and based on the closing price per
share of each target company's common stock one month prior to an announcement
of the transaction, holders of Mountain Parks Common Stock would receive a 32.6%
premium compared to a range of a 0.1% discount to a 92.7% premium, a 34.2% mean
and a 30.0% median premium for Premium Comparable Transactions.

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DISCOUNTED DIVIDEND ANALYSIS. Piper Jaffray prepared an estimated stand-
alone valuation for Mountain Parks by adding (i) the present value of implied
future dividend streams that might be available to be paid by Mountain Parks
over a five-year period from 1996 through 2000 and (ii) the present value of
Mountain Parks' estimated terminal value (the "Discounted Dividend Analysis").
The Discounted Dividend Analysis was performed under two scenarios: (i) without
acquisition growth ("Scenario I") and (ii) with acquisition growth ("Scenario
II"). Under Scenario I, the implied future dividend stream projection was based
upon the assumption that Mountain Parks would maximize yearly dividend payments
subject to maintaining a constant year-end ratio of tangible equity to tangible
assets of 6.5%. The net income projected for 1996 was based upon Mountain
Parks' internal budget, adjusted for acquisitions completed in July, 1996. Net
income for 1997 through 2000 was projected based upon a range of internal asset
growth of 10% declining to 6% and a range of return on average assets of 1.7%
declining to 1.5%. Scenario II includes the same assumptions as Scenario I with
respect to the tangible equity to tangible assets ratio, internal asset growth
and return on average tangible assets. Scenario II also assumes acquisition
driven asset growth of 10% declining to 7% with such acquisitions being made at
a 40% premium to book value and funded with cash. Under both Scenario I and
Scenario II, terminal values were calculated by applying a range of multiples of
12.0x to 14.0x to projected net income in 2000. The dividend streams and
terminal values were discounted to present values using a range of discount
rates from 13.0% to 17.0%. The analysis indicated a value per share of Mountain
Parks' Common Stock ranging from $24.00 to $30.74 under Scenario I and from
$27.73 to $36.26 under Scenario II.

COMPARABLE COMPANY ANALYSES. Piper Jaffray compared certain financial
information and stock market information relating to Mountain Parks to
corresponding data and ratios for a group of publicly traded commercial banks
and bank holding companies in the 10th Federal Reserve District and Utah with
assets in the range of $100,000,000 to $1,000,000,000 (the "Mountain Parks
Comparable Companies"). Based on the closing prices for shares of common stock
of Mountain Parks and each of the Mountain Parks Comparable Companies on June
24, 1996 (which date is one day prior to the announcement of the Merger), Piper
Jaffray calculated the following multiples: (i) market price to LTM earnings per
share of 11.2x for Mountain Parks, compared to a range of 10.1x to 14.8x, a mean
of 12.9x and a median of 12.7x for the Mountain Parks Comparable Companies; (ii)
market price to 1996 estimated earnings per share of 9.3x for Mountain Parks,
compared to a range of 9.9x to 11.4x, a mean of 10.7x and a median of 10.8x for
the Mountain Parks Comparable Companies; (iii) market price to 1997 estimated
earnings per share of 8.2x for Mountain Parks, compared to a range of 8.9x to
10.9x, a mean of 9.7x and a median of 9.5x for the Mountain Parks Comparable
Companies; (iv) market price to book value of 1.7x for Mountain Parks, compared
to a range of 1.0x to 2.2x, a mean of 1.5x and a median of 1.5x for the Mountain
Parks Comparable Companies; and (vi) market price to tangible book value of 2.3x
for Mountain Parks, compared to a range of 1.1x to 2.2x, a mean of 1.6x and a
median of 1.5x for the Mountain Parks Comparable Companies.

Piper Jaffray also compared Mountain Parks to the Mountain Parks Comparable
Companies with respect to certain financial ratios, calculated as of March 31,
1996, including the following: (i) LTM return on average assets of 1.9% for
Mountain Parks, compared to a ranges of 0.7% to 1.4%, a mean of 1.0% and a
median of 1.0% for the Mountain Parks Comparable Companies; (ii) LTM return on
average equity of 18.0% for Mountain Parks, compared to a ranges of 7.4% to
18.3%, a mean of 12.7% and a median of 12.6% for the Mountain Parks Comparable
Companies; (iii) LTM asset growth of 58.5% for Mountain Parks, compared to a
ranges of -8.6% to 28.8%, a mean of 13.6% and a median of 14.6% for the Mountain
Parks Comparable Companies; (iv) nonperforming assets as a percentage of total
assets of 0.1% for Mountain Parks, compared to a range of 0.0% to 1.1%, a mean
of 0.4% and a median of 0.5% for the Mountain Parks Comparable Companies; and
(v) reserves as a percentage of loans of 1.2% for Mountain Parks, compared to a
range of 0.8% to 2.0%, a mean of 1.4% and a median of 1.3% for the Mountain
Parks Comparable Companies.

Piper Jaffray also compared certain financial information and stock market
information relating to CFB to corresponding data and ratios for a group of
publicly traded commercial banks and bank holding companies in the 9th Federal
Reserve District and Wyoming, Nebraska, Kansas, Missouri, Wisconsin, Ohio,
Kentucky, and Illinois (excluding Chicago) with assets in the range of
$750,000,000 to $5,000,000,000 (the "CFB Comparable Companies"). The CFB
Comparable Companies do not include any banks with an equity to total asset
ratio in excess of 10%. Based on the closing prices for shares of common stock
of CFB and each of the CFB Comparable Companies on August 1, 1996, Piper Jaffray
calculated the following multiples: (i) market price to LTM earnings per share
of 11.8x for CFB, compared to a range of 11.7x to 21.1x, a mean of 14.1x and a
median of 13.7x for the CFB Comparable Companies; (ii) market price to 1996
estimated earnings per share of 9.9x for CFB, compared to a range of 10.8x to
13.7x, a mean of 11.8x and a median of 11.4x for the CFB Comparable Companies;
(iii) market price to 1997 estimated earnings per share of 9.0x for CFB,
compared to a range of 9.7x to 12.2x, a mean of 10.8x and a median of 10.3x for

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the CFB Comparable Companies; (iv) market price to book value of 1.8x for CFB,
compared to a range of 1.3x to 2.2x, a mean of 1.7x and a median of 1.7x for the
CFB Comparable Companies; and (vi) market price to tangible book value of 2.1x
for CFB, compared to a range of 1.4x to 2.3x, a mean of 1.9x and a median of
2.1x for the CFB Comparable Companies.

Piper Jaffray also compared CFB to the CFB Comparable Companies with
respect to certain financial ratios, calculated as of March 31, 1996, including
the following: (i) LTM return on average assets of 1.1% for CFB, compared to a
ranges of 0.7% to 1.7%, a mean of 1.1% and a median of 1.2% for the CFB
Comparable Companies; (ii) LTM return on average equity of 16.7% for CFB,
compared to a ranges of 9.2% to 18.4%, a mean of 13.5% and a median of 14.5% for
the CFB Comparable Companies; (iii) LTM asset growth of 25.2% for CFB, compared
to a ranges of -0.7% to 110.4%, a mean of 17.7% and a median of 10.9% for the
CFB Comparable Companies; (iv) nonperforming assets as a percentage of total
assets of 0.3% for CFB, compared to a range of 0.0% to 0.9%, a mean of 0.5% and
a median of 0.5 for the CFB Comparable Companies; and (v) reserves as a
percentage of loans of 1.4% for CFB, compared to a range of 0.9% to 2.0%, a mean
of 1.4% and a median of 1.5% for the CFB Comparable Companies.

For purposes of the Piper Jaffray Opinion, Piper Jaffray relied upon and
assumed the accuracy, completeness and fairness of the financial and other
information made available to it and did not attempt to independently verify
such information. Piper Jaffray relied upon the assurances of Mountain Parks
and CFB management that the information provided by Mountain Parks and CFB had a
reasonable basis and, with respect to financial planning data, and other
business outlook information, reflected the best available estimates, and that
they were not aware of any information or fact that would make the information
provided to Piper Jaffray incomplete or misleading. Piper Jaffray assumed the
Merger will qualify as a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended, and will be recorded using the
pooling of interests method of accounting under generally accepted accounting
principles. In arriving at the Piper Jaffray Opinion, Piper Jaffray did not
perform, nor was it furnished, an appraisal or valuation of specific assets or
liabilities of Mountain Parks or CFB and expressed no opinion regarding the
liquidation value of any entity. No limitations were imposed by the Mountain
Parks Board on the scope of Piper Jaffray's investigation or the procedures to
be followed in rendering the Piper Jaffray Opinion. Piper Jaffray was not
authorized by the Mountain Parks Board to solicit, and did not solicit, other
entities for purposes of a business combination with Mountain Parks. Piper
Jaffray expressed no opinion as to the price at which shares of Mountain Parks
or CFB Stock have traded or may trade at a future time. The Piper Jaffray
Opinion is based upon information available to Piper Jaffray and the facts and
circumstances as they existed and were subject to evaluation on the date of the
Piper Jaffray Opinion. Events occurring after such date could materially affect
the assumptions used in preparing the Piper Jaffray Opinion. In the normal
course of its business, Piper Jaffray may, from time to time, actively trade
securities of Mountain Parks and CFB for its own account or the account of its
customers and, accordingly, may at any time have a long or short position in
such securities. Additionally, Piper Jaffray or its affiliates may, from time
to time, produce research materials regarding Mountain Parks or CFB and in the
last three years Piper Jaffray and its affiliates have underwritten an equity
and debt offering for Mountain Parks and a preferred stock offering for CFB.

Piper Jaffray is a nationally-recognized investment banking firm and, as a
customary part of its investment banking business, it is engaged in the
valuation of businesses and their securities in connection with mergers and
acquisitions, underwriting and secondary distributions of securities, private
placements and valuations for estate, corporate and other purposes. Piper
Jaffray was selected by the Mountain Parks Board based on Piper Jaffray's
qualifications, expertise and reputation.

For rendering its fairness opinion to the Mountain Parks Board in
connection with the Merger, Mountain Parks has paid Piper Jaffray fees
aggregating $100,000. Mountain Parks has also agreed to pay the reasonable out-
of-pocket expenses of Piper Jaffray and to indemnify Piper Jaffray against
certain liabilities incurred (including liabilities under the federal securities
laws) in connection with the engagement of Piper Jaffray by Mountain Parks. The
fees payable to Piper Jaffray were not contingent upon consummation 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 Delaware. Such filing will be made on or as
soon as practicable after the Closing Date. The parties have agreed to use
their best efforts to cause the Merger to be completed within thirty (30)
business days after the latest to occur of (i) receipt of all necessary
approvals of the Merger from the Federal Reserve System and any other bank
regulatory authority and the expiration of any waiting periods imposed by law,
(ii) the date on which

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CFB stockholders approve the Merger, (iii) the date on which Mountain Parks
stockholders approve the Merger, and (iv) unless waived by CFB, all fees
incurred by Mountain Parks in connection with the Merger have been paid. The
parties expect the Merger to become effective as soon as practicable following
approval of the Merger by the stockholders of Mountain Parks and CFB.

CONSEQUENCES OF THE MERGER

At the Effective Time of the Merger, Mountain Parks will merge with and
into CFB. The surviving corporation will be CFB and the separate existence of
Mountain Parks shall cease. Following the Merger, all properties and assets of
every kind held by Mountain Parks 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 Mountain Parks. 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 joined
by Dennis M. Mathisen, the Chairman, Chief Executive Officer and President of
Mountain Parks. The officers of CFB will continue to consist of the current
officers of CFB. At the Effective Time of the Merger, the holders of
certificates representing shares of Mountain Parks Common Stock will cease to
have any rights as stockholders of Mountain Parks except rights to receive (i)
the number of whole shares of CFB Common Stock into which their shares of
Mountain Parks 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 Mountain Parks Common Stock have been converted.

CONVERSION OF MOUNTAIN PARKS COMMON STOCK

At the Effective Time of the Merger, each share of Mountain Parks Common
Stock will be converted into the right to receive 1.275 shares (the "Exchange
Rate") of CFB Common Stock. No fractional shares of CFB Common Stock will be
issued in connection with the Merger, but in lieu thereof each holder of shares
of Mountain Parks 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 (as
defined below) of the CFB Common Stock. No stockholder will be entitled to
voting or other rights in respect of any fractional share. 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 for the 20
trading days ending at the end of the fourth trading day immediately preceding
the Closing Date.

The Merger Agreement provides that if, between the date of the Merger
Agreement and the Effective Time of the Merger, CFB shall declare a stock
dividend or distribution upon or subdivide, split, reclassify or combine its
shares of its Common Stock or declare a dividend or make a distribution on its
Common Stock or any security convertible into CFB Common Stock or exercisable to
purchase CFB Common Stock (including without limitation, distribution of any
rights under CFB's shareholder rights plan after a Distribution Date, as defined
in such plan), appropriate adjustments will be made in Exchange Rate.

DELIVERY OF CFB COMMON STOCK

Within five business days after the Closing Date, letters of transmittal
will be mailed to each holder of Mountain Parks Common Stock. Each such holder
will be requested to complete the letter of transmittal and return it, together
with the stock certificates representing all of the shares of Mountain Parks
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
Mountain Parks Common Stock certificates shall pass only upon delivery of the
certificates to the Exchange Agent. The letter will also include instructions
for surrendering the Mountain Parks 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 Mountain Parks Common Stock only
after the Merger is consummated and the holder has surrendered to the Exchange
Agent the old certificates for such holder's Mountain Parks 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 Mountain Parks 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 Mountain Parks Common Stock.

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

If any new certificate is to be issued in a name other than that in which
the Mountain Parks 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. No transfer taxes will be payable by Mountain Parks' stockholders
in connection with the exchange of old certificates representing Mountain Parks
Common Stock for new certificates representing CFB Common Stock. At the
Effective Time of the Merger, the stock transfer books of Mountain Parks will be
closed and no transfer of Mountain Parks Common Stock will thereafter be made on
such books.

MOUNTAIN PARKS STOCKHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES TO
EXCHANGE FOR SHARES OF CFB COMMON STOCK UNTIL THEY RECEIVE THE LETTER OF
TRANSMITTAL FORM AND INSTRUCTIONS.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the anticipated material federal income tax
consequences of the Merger to holders of Mountain Parks Common Stock. CFB and
Mountain Parks intend the Merger to be treated as a tax-free reorganization
within the meaning of Section 368(a)(1)(A) of the Code and that for federal
income tax purposes no gain or loss will be recognized by any stockholder of
Mountain Parks upon receipt of CFB Common Stock pursuant to the Merger, except
upon the receipt of cash in lieu of fractional shares of CFB Common Stock. The
Internal Revenue Service (the "Service") has not been and will not be asked to
rule upon the tax consequences of the Merger. Instead, Mountain Parks will rely
upon the opinion of Sherman & Howard L.L.C., its outside legal counsel, as to
certain federal income tax consequences of the Merger to Mountain Parks'
stockholders. It is a condition to the consummation of the Merger that Mountain
Parks receive such opinion from Sherman & Howard. The opinion of Sherman &
Howard will be based upon the facts described herein and upon certain
representations made by Mountain Parks, CFB and certain principal stockholders
of Mountain Parks. The opinion of Sherman & Howard also will be based upon the
Code, regulations now in effect thereunder, current administrative rulings and
practice, and judicial authority, all of which are subject to change. An
opinion of counsel is not binding on 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 positions reflected herein or that the opinion will be upheld by the
courts if challenged by the Service. EACH HOLDER OF MOUNTAIN PARKS COMMON STOCK
IS URGED TO CONSULT THE HOLDER'S OWN TAX AND FINANCIAL ADVISORS AS TO THE EFFECT
OF SUCH FEDERAL INCOME TAX CONSEQUENCES ON HIS OR HER OWN PARTICULAR FACTS AND
CIRCUMSTANCES AND ALSO AS TO ANY STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES
ARISING OUT OF THE MERGER.

Based upon the facts and representations provided to it, and subject to
various assumptions and qualifications, Sherman & Howard will opine that the
following federal income tax consequences with respect to the stockholders of
Mountain Parks will result from the Merger:

(i) the Merger will qualify as a reorganization within the meaning of
Section 368(a)(1) of the Code,

(ii) no gain or loss will be recognized by the stockholders of
Mountain Parks who exchange all of their Mountain Parks' Common
Stock solely for CFB Common Stock pursuant to the Merger (except
with respect to cash received in lieu of a fractional share
interest in CFB Common Stock),

(iii) the tax basis of the CFB Common Stock received by Mountain Parks'
stockholders who exchange all of their Mountain Parks Common
Stock solely for CFB Common Stock pursuant to the Merger will be
the same as the tax

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basis of the Mountain Parks Common Stock surrendered therefor
(reduced by any amount allocable to a fractional share interest
in CFB Common Stock for which cash is received),

(iv) any cash received by a holder of Mountain Parks' Common Stock in
lieu of a fractional share interest in CFB Common Stock will be
treated as received in exchange for such fractional share, gain
or loss generally will be recognized for federal income tax
purposes measured by the difference between the amount of cash
received and the portion of the basis of the shares of Mountain
Parks Common Stock allocable to such fractional share, and such
gain or loss will be long term capital gain or loss if the
Mountain Parks Common Stock has been held as a capital asset for
at least one year prior to the Merger, and

(v) the holding period of the CFB Common Stock received pursuant to
the Merger in exchange solely for Mountain Parks Common Stock
generally will include the holding period of the Mountain Parks
Common Stock surrendered therefor if such Mountain Parks Common
Stock was a capital asset in the hands of the exchanging
stockholder immediately before the Merger.

The opinion described above will be based upon certain assumptions,
including the assumption that the stockholders of Mountain Parks do not have any
plan or intention to dispose of more than 50% of the CFB Common Stock received
pursuant to the Merger.

CFB has represented and agreed in the Merger Agreement that it has no plan
or intention to, and for a period of twelve months after the Closing Date it
will not, sell or otherwise dispose of any of the assets of Mountain Parks 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; provided, however, that CFB may sell such assets if it
first obtains, for the benefit of the Mountain Parks stockholders, a tax opinion
to the effect that the proposed transfer of assets will not prevent the Merger
from qualifying as a tax free reorganization under Section 368 of the Code. CFB
has entered into commitments with the Federal Reserve Board to divest of its
24.5% investment in Vail Banks, Inc. and to cause Mountain Parks Banks to divest
of its Granby, Colorado branch location. See "Regulatory Approvals; Conditions
to the Merger." CFB intends to obtain the required tax opinion with respect to
the divestitures.

The foregoing is only a general description of certain anticipated federal
income tax consequences of the Merger, without regard to the particular facts
and circumstances of the tax situation of each stockholder of Mountain Parks.
It does not discuss all of the consequences that may be relevant to stockholders
of Mountain Parks entitled to special treatment under the Code (such as
insurance companies, dealers in securities, exempt organizations or foreign
persons) or to stockholders of Mountain Parks who acquired their Mountain Parks
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 effects of the transactions 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.

NO APPRAISAL RIGHTS

Under the General Corporation Law of the State of Delaware, the holders of
Mountain Parks Common Stock are not entitled to any appraisal rights with
respect to the Merger.

REPRESENTATIONS AND WARRANTIES

Mountain Parks 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.

COVENANTS; CONDUCT OF MOUNTAIN PARKS BUSINESS PENDING THE MERGER

Mountain Parks has agreed, among other things, that prior to the Effective
Time of the Merger, unless waived in writing by CFB (and except for certain
scheduled acquisitions by Mountain Parks which have been completed since the
date of the Merger Agreement), Mountain Parks will, and will cause its
subsidiaries to: (i) operate its business only in the usual, regular and
ordinary

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course consistent with past practices; (ii) preserve substantially intact its
business organization and assets (except for acquisitions and dispositions of
assets in the ordinary course of business consistent with past practices, unless
otherwise required by the terms of the Merger Agreement), and maintain its
rights and franchises, and use its reasonable best efforts to retain the
services of its officers and key employees (except that it shall have the right
to terminate the employment of any officer or key employee in accordance with
established employment procedures) and maintain its relationships with
customers; (iii) maintain and keep its properties in as good repair and
condition as at present, except for depreciation due to ordinary wear and tear;
(iv) keep in full force and effect, insurance and bonds comparable in amount and
scope of coverage to that now maintained by it; (v) perform, in all material
respects all obligations required to be performed by it under all material
contracts, leases, and documents relating to or affecting its assets,
properties, and business; (vi) comply with and perform in all material respects
all material obligations and duties imposed upon it by all laws; and (vii)
notify CFB immediately by telephone, and thereafter promptly confirm in writing,
if any events occur relating to Competing Transactions (as defined below).

Mountain Parks has also agreed that, prior to the Effective Time of the
Merger, without CFB's written consent, Mountain Parks shall not, and shall not
permit its subsidiaries to: (i) incur any material liabilities or material
obligations, whether directly or by way of guaranty, including any obligation
for borrowed money whether or not evidenced by a note, bond, debenture or
similar instrument, except in the ordinary course of business consistent with
past practice; (ii) (a) grant any general increase in compensation to its
employees as a class, or to its officers or directors, except in accordance with
past practice or as required by law, or increases which are not material, (b)
effect any change in retirement benefits to any class of employees or officers
(unless any such change shall be required by applicable law) which would
increase its retirement benefit liabilities, (c) adopt, enter into, amend or
modify any Benefit Plan, or (d) enter into or amend any employment, severance or
similar agreements or arrangements with any directors or officers or former
directors or officers; (iii) declare or pay any individual on, or make any other
distribution in respect of its outstanding shares of capital stock, except cash
dividends by a wholly-owned Subsidiary of Mountain Parks; (iv) (a) redeem,
purchase or otherwise acquire any shares of its capital stock or any securities
or obligations convertible into or exchangeable for any shares of its capital
stock, or any options, warrants, conversion or other rights to acquire any
shares of its capital stock or any such securities or obligations; (b) merge
with or into any other corporation or bank, permit any other corporation or bank
to merge into it or consolidate with, any other corporation or bank, or effect
any reorganization or recapitalization; (c) purchase or otherwise acquire any
substantial portion of the assets, or more than 5% of any class of stock, of any
corporation, bank, or other business; (d) liquidate, sell, dispose of, or
encumber any assets or acquire any assets, except in the ordinary course of its
business consistent with past practice; or (e) split, combine or reclassify any
of its capital stock or issue or authorize or propose the issuance of any other
securities in respect of, in lieu of or in substitution for shares of its
capital stock; (v) issue, deliver, award, grant or sell, or authorize or propose
the issuance, delivery, award, grant or sale of, any shares of its capital stock
of any class (including shares held in treasury), any voting debt or any
securities convertible into, or any rights, warrants or options to acquire, any
such shares, voting debt or convertible securities, other than issuances by a
wholly-owned Subsidiary of its capital stock to its parent; (vi) initiate,
solicit or encourage (including by way of furnishing information or assistance),
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
Competing Transaction (as such term is defined below), or negotiate with any
person in furtherance of such inquiries or to obtain a Competing Transaction, or
agree to or endorse any Competing Transaction, or authorize or permit any of its
officers, directors or employees or any investment banker, financial advisor
(including Piper Jaffray Inc.), attorney, accountant or other representative
retained by it or any of the Subsidiaries ("Representatives") to take any such
action and Mountain Parks shall promptly notify CFB orally and in writing of all
of the relevant details relating to all inquiries and proposals which it may
receive relating to any of such matters. For purposes of the Merger Agreement,
"Competing Transactions" shall mean any of the following involving Mountain
Parks or any of the Subsidiaries: any actual or proposed merger, consolidation,
share exchange or other business combination; a sale, lease, exchange, mortgage,
pledge, transfer or other disposition of a substantial portion of the
consolidated assets of Mountain Parks and the Subsidiaries; a sale of shares of
voting capital stock constituting more than 10% of the voting capital stock of
Mountain Parks (or securities convertible or exchangeable into or otherwise
evidencing, or any agreement or instrument evidencing, the right to acquire such
voting capital stock); a tender offer or exchange offer for at least 10% of the
outstanding shares of Common Stock or Mountain Parks Common Stock; a
solicitation of proxies in opposition to approval of the Merger by Mountain
Parks' stockholders; or a public announcement of a BONA FIDE proposal, plan or
intention to do any of the foregoing; (vii) other than (a) acquisitions
described in the Merger Agreement, as the case may be, or (b) acquisitions which
may be mutually agreed to by the parties, Mountain Parks shall not, nor shall it
permit any of the Subsidiaries 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.
However,

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<PAGE>

the foregoing shall not prohibit (a) internal reorganizations, consolidations or
dissolutions involving only the Subsidiaries as permitted or directed by the
Merger Agreement, (b) foreclosures and other acquisitions related to previously
contracted debt, in each case in the ordinary course of business, or (c)
acquisitions of Mountain Parks' assets, in each case in the ordinary course of
business); (viii) propose or adopt any amendments to its corporate charter or
bylaws in any way adverse to CFB; (ix) authorize, recommend, propose or announce
an intention to authorize, recommend or propose, or enter into an agreement in
principle with respect to any acquisition of a material amount of assets or
securities or any release or relinquishment of any material contract rights not
in the ordinary course of business; (x) with respect to properties leased by
Mountain Parks or any of the Subsidiaries, renew, exercise an option to extend,
cancel or surrender any lease of real property or allow any such lease to lapse,
without prior consultation with CFB; (xi) change any of its methods of
accounting in effect at December 31, 1995, or change any of its methods of
reporting income or deductions for federal income tax purposes from those
employed in the preparation of the federal income tax returns for the taxable
year ending July 31, 1995, except as may be required by law or generally
accepted accounting principles; (xii) take action which would or is reasonably
likely to (a) adversely affect the ability of CFB or Mountain Parks to obtain
any necessary approvals of governmental authorities required for the
transactions contemplated hereby; (b) adversely affect Mountain Parks' ability
to perform its covenants and agreements under the Merger Agreement; or (c)
result in any of the conditions to the Merger set forth in the Merger Agreement
not being satisfied or in a violation of any provision of the Shareholder
Agreements; (xiii) change the lending, investment, liability management and
other material policies concerning the banking business of Mountain Parks and
the Subsidiaries, unless required by law or order or unless such change does not
cause a material adverse effect; (xiv) purchase, renew or otherwise acquire any
investment security for its own account, except debt obligations issued by the
United States Treasury Department having a maturity at issuance of not more than
three years; (xv) make, or agree to make, (a) any fully secured loan or increase
any existing fully secured loan for an amount in excess of $500,000, 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 the
Merger Agreement; (b) any unsecured loan or increase any unsecured loan by
$100,000 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 the Merger Agreement; (c) any new loan or advance on any existing loan,
except in conformity with the Bank's current loan policies; (d) any change with
respect to the terms of any existing loan, except in the ordinary course of
business; (e) 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; (xvi) pay any fees of any legal counsel, tax adviser or certified public
accountants retained in connection with the Merger, including Sherman & Howard
L.L.C. and Arthur Andersen LLP, calculated on a basis other than an hourly basis
at the maximum rates per hour set forth in the Disclosure Letter, with bills
detailing such hours and hourly charges to be submitted to Mountain Parks (and a
copy provided to CFB) prior to the Effective Time or pay any fees of an agent,
broker, investment banker; or financial advisor, otherwise than as provided in
the Merger Agreement; (xvii) except for the Scheduled Acquisitions and the
minority shares of Equity Lending, Inc., purchase any equity securities; or
(xviii) agree in writing or otherwise to do any of the foregoing.

CFB has agreed, among other things, that prior to the Effective Time of the
Merger, without Mountain Parks' written consent, CFB will, and will cause its
subsidiaries to: (i) operate its business only in the usual, regular and
ordinary course consistent with past practices, including acquisition of
additional institutions; (ii) preserve substantially intact its business
organization and assets (except for acquisitions and dispositions of assets in
the ordinary course of business consistent with past practices), and maintain
its rights and franchises, and use its reasonable best efforts to retain the
services of its officers and key employees (except that it shall have the right
to terminate the employment of any officer or key employee in accordance with
established employment procedures) and maintain its relationships with
customers; (iii) maintain its corporate existence in good standing and maintain
all books and records in accordance with accounting principles and practices as
utilized in the CFB Financial Statements applied on a consistent basis, except
as may be required to implement changes in generally accepted accounting
principles; (iv) keep in full force and effect, insurance and bonds comparable
in amount and scope of coverage to that now maintained by it; (v) perform in all
material respects all obligations required to be performed by it under all
material contracts, leases, and documents relating to or affecting its assets,
properties and business; and (vi) conduct its business in a manner that does not
violate any laws, except for possible violations which individually or in the
aggregate do not, and, insofar as reasonably can be foreseen, in the future will
not, have a material adverse effect on CFB.

CFB has also agreed that prior to the Effective Time of the Merger, without
Mountain Parks' written consent, CFB shall not, and shall not permit its
subsidiaries to do any of the following: (i) propose or adopt any amendments to
its corporate charter or bylaws in any way adverse to Mountain Parks; provided,
however, that any amendment to the bylaws of CFB to increase the size

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<PAGE>

of its Board of Directors shall not be deemed adverse to Mountain Parks and any
amendment to the Restated Certificate of Incorporation of CFB effected solely by
action of the Board of Directors of CFB shall not be deemed adverse to Mountain
Parks; (ii) take action which would or is reasonably likely to (a) adversely
affect the ability of CFB or Mountain Parks to obtain any necessary approvals of
governmental authorities required for the transactions contemplated hereby, (b)
adversely affect CFB's ability to perform its covenants and agreements under the
Merger Agreement, or (c) result in any of the conditions to the Merger set forth
in the Merger Agreement not being satisfied; (iii) change any of its methods of
accounting in effect at December 31, 1995, or change any of its methods of
reporting income or deductions for federal income tax purposes from those
employed in the preparation of the federal income tax returns for the taxable
year ending December 31, 1995, except as may be required by law or generally
accepted accounting principles; (iv) change the lending, investment, liability
management and other material policies concerning the banking business of CFB
and the CFB Subsidiaries, unless required by law or order or unless such change
does not cause CFB to suffer a material adverse effect; or (v) agree in writing
or otherwise to do any of the foregoing.

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 Mountain Parks and CFB Common Stock. CFB submitted its application for
approval of the Merger to the Federal Reserve Board, the applicable federal
regulator, and the Colorado Banking Board, the applicable state regulator,
August 26, 1996 and October 8, 1996, respectively. There is no assurance that
the application will be approved as proposed or without adverse conditions. The
approval of these agencies reflects 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
approval is not to be interpreted as an opinion by such regulators that the
Merger is favorable to the stockholders of CFB or Mountain Parks 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.

In order to address concerns raised by the Federal Reserve Board that the
Merger would result in unacceptable market concentrations in two Colorado
banking markets, CFB has entered into commitments with the Federal Reserve Board
to divest of its 24.5% investment in Vail Banks, Inc. (the "Divestiture Shares")
and to cause Mountain Parks Bank to divest of its Grandby, Colorado branch
location (the "Divestiture Branch"). The commitments provide that prior to the
consummation of the Merger, CFB will have executed agreements for the sale of
the Divestiture Shares and the Divestiture Branch, and that such sales will be
consummated within 180 days of the Merger. The commitments also provide that
CFB will enter into a trust agreement approved by the Federal Reserve System
which, among other things, will provide that in the event CFB is unsuccessful in
completing the divestitures within 180 days of the Merger, an independent
trustee will be appointed to sell the Divestiture Shares and the Divestiture
Branch to purchasers acceptable to the Federal Reserve System. As of the date
hereof, CFB has not negotiated or entered into agreements for the sale of the
Divestiture Shares or the Divestiture Branch.

CFB's and Mountain Parks' obligations to consummate the Merger are further
subject to various other conditions set forth in the Merger Agreement,
including, but not limited to the following: (i) the Registration Statement of
which this Joint Proxy Statement-Prospectus is a part shall have become
effective under the Securities Act and shall not be the subject of any stop
order or proceedings seeking a stop order and CFB shall have received all state
securities or "blue sky" permits, exemptions or permits under applicable
takeover laws and other authorizations necessary to issue the CFB Common Stock
in exchange for the Mountain Parks Common Stock and to consummate the Merger;
(ii) no temporary restraining order, preliminary or permanent injunction or
other order issued by any court of competent jurisdiction or other legal
restraint or prohibition preventing the consummation of the Merger shall be in
effect; and (iii) the CFB Common Stock issuable in the Mergers shall have been
authorized for listing on the Nasdaq National Market upon official notice of
issuance.

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 the following: (i) the continued accuracy of the representations and
warranties of Mountain Parks set forth in the Merger Agreement; (ii) the
performance by Mountain Parks in all material respects of its obligations
required to be performed under the Merger Agreement; (iii) Mountain Parks shall
have obtained the consent or approval of each person whose consent or approval
shall be required in order to permit the succession by CFB pursuant to the
Merger to any obligation, right or interest of Mountain Parks or any subsidiary
under any loan or credit agreement, note, mortgage, indenture, lease or other
agreement or instrument, except those for which failure to obtain such consents
and approvals

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<PAGE>

would not, individually or in the aggregate, have a material adverse effect,
whether prior to or following the consummation of the transactions contemplated
thereby; (iv) neither the Board of Directors of Mountain Parks nor any committee
thereof shall have (a) amended, modified, rescinded or repealed the resolutions
adopted by the Board of Directors of Mountain Parks at a meeting duly called and
held on June 24, 1996 in any manner that adversely affects CFB or (b) adopted
any other resolutions in connection with the Merger Agreement and the
transactions contemplated thereby inconsistent with such resolutions in any
manner that adversely affects CFB; (v) there shall have been no material adverse
change since the date of the Merger Agreement in the business, operations,
prospects or financial condition of Mountain Parks or any subsidiary other than
any such change attributable to or resulting from any change in law, regulation
or generally accepted accounting principles which impairs both Mountain Parks
and CFB in a substantially similar manner, and CFB shall have received
certificates to such effect signed on behalf of Mountain Parks by its chief
executive officer and its chief operating officer; (vi) no material action, suit
or proceeding before any court or any governmental or regulatory authority shall
be pending against CFB, Mountain Parks or any affiliate, associate, officer or
director of either of them (other than litigation commenced by CFB or any of its
affiliates so long as no order or injunction of a court of competent
jurisdiction is in effect in such litigation on the Closing Date that does
restrain, enjoin or present the Closing), seeking to restrain, enjoin, prevent,
change or rescind the transactions contemplated hereby or questioning the
validity or legality of any such transactions; (vii) CFB shall have received the
"cold comfort" letters of Arthur Andersen LLP regarding the Mountain Parks'
Financial Statements; (viii) CFB shall have received a letter from Ernst & Young
LLP, in form and substance reasonably satisfactory to CFB, 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, and in support of such letter of Ernst
& Young LLP regarding the accounting treatment, Ernst & Young LLP and CFB shall
have received a letter from Arthur Andersen LLP, in form and substance
reasonably satisfactory to Ernst & Young LLP, confirming certain facts on behalf
of Mountain Parks; (ix) Mountain Parks shall have delivered to CFB an opinion of
its counsel, Sherman & Howard L.L.C., dated as of the Closing Date and in form
and substance satisfactory to the counsel of CFB; (x) as of the Closing Date,
the number of outstanding shares of Mountain Parks Common Stock shall not be
greater than 4,055,551; and (xi) certain environmental cleanups, remedial
actions or other responses on the Mountain Parks properties have been completed,
if any are necessary.

The obligation of Mountain Parks to consummate the Merger is also subject
to certain additional conditions set forth in the Merger Agreement, including
but not limited to the following: (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 or other agreement or
instrument, except those for which failure to obtain such consents and approvals
would not, individually or in the aggregate, have a material adverse effect on
CFB; (iv) neither the Board of Directors of CFB nor any committee thereof shall
have (a) amended, modified, rescinded or repealed the resolutions adopted by the
Board of Directors of CFB at a meeting duly called and held on June 17, 1996 in
any manner that adversely affects Mountain Parks or (b) adopted any other
resolutions in connection with the Merger Agreement and the transactions
contemplated thereby inconsistent with such resolutions; (v) there shall have
been no material adverse change since the date of the Merger Agreement in the
business, operations, prospects or financial condition of CFB or any CFB
subsidiary other than any such change attributable to or resulting from any
change in law, regulation or generally accepted accounting principles which
impairs both Mountain Parks and CFB in a substantially similar manner, and
Mountain Parks shall have received certificates to such effect signed on behalf
of CFB by its chief executive officer and its chief financial officer; (vi) CFB
shall have delivered to Mountain Parks an opinion of Lindquist & Vennum
P.L.L.P., general counsel of CFB, in form and substance reasonably satisfactory
to the counsel of Mountain Parks; (vii) there shall have been no material
adverse change since the date of the Merger Agreement in the business,
operations, prospects or financial condition of CFB and the CFB subsidiaries
taken as a whole, other than any such change attributable to or resulting from
any change in law, regulation or generally accepted accounting principles which
impairs both Mountain Parks and CFB in a substantially similar manner, and
Mountain Parks shall have received a certificate to such effect signed on behalf
of CFB by the chief executive officer and by the chief financial officer of CFB;
and (viii) no material action, suit or proceeding before any court or any
governmental or regulatory authority shall be pending against any officer or
director of Mountain Parks (other than litigation commenced by Mountain Parks or
any of its affiliates so long as no order or injunction of a court of competent
jurisdiction is in effect in such litigation on the Closing Date that does
restrain, enjoin or prevent the Closing), seeking to restrain, enjoin, prevent,
change or rescind the transactions contemplated hereby or questioning the
validity or legality of any such transactions, where such action, suit or
proceeding is reasonably likely to result in material personal liability to such
officer(s) or director(s) (other than liability reasonably likely to be covered
by indemnification and/or insurance).

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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 Stockholders of Mountain Parks, and any provision of the Merger
Agreement may be waived by the party entitled to the benefit thereof; provided,
however, that after the Special Meetings, no amendment may be made which by law
requires further approval of Mountain Parks' or CFB's stockholders. Notice of
any material amendment or modification will be sent to Mountain Parks' and CFB's
stockholders.

The Merger Agreement may be terminated and the Merger abandoned at any time
prior to the Effective Time of the Merger, notwithstanding approval of Mountain
Parks' stockholders, only in the following circumstances: (i) the mutual
consent of the Board of Directors or Finance Committee of CFB, and the Board of
Directors of Mountain Parks; (ii) by CFB or Mountain Parks (a) if there has been
a breach in any material respect of any representation, warranty, covenant or
agreement on the part of Mountain Parks, on the one hand or CFB, on the other
hand, set forth in the Merger Agreement, or (b) if the representations and
warranties of Mountain Parks, on the one hand, or CFB, on the other hand, shall
be discovered to have become materially untrue in the aggregate, in either case
which breach or other condition has not been cured within thirty (30) business
days following receipt by the nonterminating party of notice of such breach or
other condition; (iii) by CFB, on the one hand, or Mountain Parks, on the other
hand, if any permanent injunction preventing the consummation of the Merger
shall have become final and nonappealable; (iv) unless otherwise mutually agreed
to by CFB and Mountain Parks, by the Board of Directors or Finance Committee of
CFB or the Board of Directors of Mountain Parks if the Merger shall not have
been consummated before April 1, 1997, for a reason other than the failure of
the terminating party to comply with its obligations under the Merger Agreement;
(v) by the Board of Directors or Finance Committee of CFB or the Board of
Directors of Mountain Parks if (a) the Federal Reserve Board, the Colorado
Commissioner, or other applicable bank regulatory authority has denied approval
of the Merger and neither CFB nor Mountain Parks has, within thirty (30) days
after the entry of the order denying such approval, filed a petition seeking
review of such order as provided by applicable law or (b) any such petition for
review has been denied; (vi) by Mountain Parks or CFB, if the Merger Agreement
and the Merger are not duly approved by the stockholders of Mountain Parks or
CFB after a vote thereon at a meeting of Mountain Parks' or CFB's stockholders
(or any adjournment thereof) duly called and held for such purpose; and (vii) by
Mountain Parks if CFB merges, or announces its intention to merge, with and into
any bank or bank holding company, and is not the surviving corporation. Upon
termination, the Merger Agreement shall be 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.

Mountain Parks shall pay to CFB a fee of $1,000,000 (the "Termination Fee")
within two days of a "Trigger Event," which CFB in its sole discretion chooses
to treat as a ground for termination. A Trigger Event means the occurrence of
one or more of the following events: (i) a Transaction Proposal is made (as
defined below); (ii) termination of the Merger Agreement following a wilful and
material breach thereof by Mountain Parks; or (iii) any withdrawal, modification
or amendment in any respect by Mountain Parks' Board of Directors of its
approval or recommendation regarding the Merger Agreement and stockholder vote
relating to Mountain Parks' Board of Directors adopting a resolution relating to
any such withdrawal, modification or amendment. The rights of CFB to collect a
Termination Fee shall terminate upon the earliest to occur of (i) the Effective
Time, (ii) termination of the Merger Agreement by Mountain Parks upon a material
breach of the Merger Agreement by CFB, (iii) the termination of the Merger
Agreement by mutual agreement of the parties or (iv) the expiration of one year
after the termination of the Merger Agreement (other than terminations described
in clause (ii) or (iii)).

A "Transaction Proposal" means any of the following: (i) a bona fide tender
offer or exchange offer for at least 25% of the then outstanding shares of any
class of capital stock of Mountain Parks made by any entity or person other than
CFB or its subsidiaries or affiliates; (ii) any entity or person filing an
application under the BHC Act or the Change in Bank Control Act with respect to
the acquisition by such entity or person of any shares of capital stock of
Mountain Parks; (iii) a merger, consolidation or other business combination with
Mountain Parks or any of its subsidiaries is effected by any entity or person;
(iv) any sale, lease, transfer, mortgage or other disposition involving a
substantial part of Mountain Parks' or any of its subsidiaries' consolidated
assets, or any agreement to effect such a transaction; (v) the acquisition by
any entity or person of 10% or more of the outstanding shares of any class of
capital stock of Mountain Parks or acquisition of additional shares by any
entity or person currently holding 10% or more of such shares, except for
certain acquisitions made pursuant to certain Mountain Parks benefit plans; (vi)
any reclassification of the securities of, or recapitalization of, Mountain
Parks that has the effect, directly or indirectly, of increasing the
proportionate share of any class of equity security of Mountain Parks that is
owned by an entity or

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person other than CFB or its subsidiaries or affiliates, or any agreement to
effect such a reclassification or recapitalization; (vii) any transaction having
an effect similar to those described in (i) through (vi) above; or (viii) a
public announcement regarding a proposal, plan or intention by Mountain Parks or
another entity or person to effect any of the foregoing transactions; provided,
however, that events described in clauses (i), (ii) and (viii) of this
definition do not constitute a "Transaction Proposal" unless either (a) the
Board of Directors of Mountain Parks takes or fails to take certain actions in
connection therewith or (b) Mountain Parks' stockholders fail to approve the
Merger Agreement.

EFFECT ON MOUNTAIN PARKS EMPLOYEE BENEFIT PLANS

Each person who is an employee of any of the Mountain Parks 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 Mountain
Parks Banks, or to any predecessor-in-interest of any of the Mountain Parks
Banks to the extent such service is presently given credit under the current
benefit plans of the Mountain Parks Banks, 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 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

Unless otherwise stated in the Merger Agreement, CFB and Mountain Parks
will pay their own expenses in connection with the Merger and the transactions
contemplated thereby, including professional fees. In the event the Merger
Agreement or the transactions contemplated thereby are terminated by CFB as a
result of Mountain Parks' breach of the Merger Agreement, Mountain Parks will
pay CFB its out-of-pocket expenses incurred in connection with the consummation
of the transactions contemplated by the Merger Agreement, in an aggregate amount
not to exceed $1,000,000. If the Merger Agreement or the transactions
contemplated thereby are terminated by Mountain Parks as a result of CFB's
breach of the Merger Agreement, CFB will pay Mountain Parks its out-of-pocket
expenses incurred in connection with the consummation of the transactions
contemplated by the Merger Agreement, in an aggregate amount not to exceed
$1,000,000.

ACCOUNTING TREATMENT

It is intended that the Merger will be accounted for using the pooling of
interests method of accounting. CFB and Mountain Parks will receive letters,
prior to consummation, from Ernst & Young LLP and Arthur Andersen LLP regarding
those firms' concurrence with CFB management's and Mountain Parks 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 cash paid in the
Merger in lieu of fractional shares of Mountain Parks Common 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 Mountain Parks
have entered 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, Mountain Parks has agreed that neither it nor the Mountain
Parks Banks 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 Mountain Parks will be added to those of
CFB at their recorded book values and the stockholders' equity account of
Mountain Parks will be included on CFB's consolidated balance sheet. As a
result of the application of the pooling of interests method of accounting,
financial statements of CFB issued after consummation of the Merger will be
restated retroactively to reflect the consolidated operations of the combined
entity as if the Merger had taken place prior to the period covered by such
financial statements.

42
<PAGE>

The unaudited pro forma combined financial data contained in this Joint
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 Mountain Parks 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 the Record Date, the officers and directors of Mountain Parks
beneficially owned 1,571,600 shares (or approximately 39.7%) of Mountain Parks
Common Stock. Dennis M. Mathisen, Daniel T. Lindsay and John A. Fischer, who
collectively own 1,586,450 shares (or 39.8%) of the Mountain Parks Common Stock,
have each entered into separate agreements with CFB whereby, among other things,
they have agreed to vote their shares in favor of the Merger. See "- The
Shareholder Agreements." Pursuant to the Merger Agreement, the Board of
Directors of Mountain Parks has agreed to use its best efforts to obtain the
requisite stockholder approval.

Mountain Parks has executive salary continuation agreements with Messrs.
Mathisen, Fischer, James R. Krumm and Robert A. Hammond, Sr. (and with certain
other present and former employees), which provide for retirement benefits to be
paid to each of them or his beneficiary for a period of 13 years following his
sixty-second birthday. These agreements will be assumed by CFB in the Merger.
Upon retirement at or after age 62, Mr. Mathisen is to be paid $5,000 per month,
Mr. Fischer is to be paid $6,250 per month, Mr. Krumm is to be paid $5,000 per
month, and Mr. Hammond is to be paid $2,500 per month. Reduced monthly
retirement benefits are payable for a period of thirteen years beginning at age
62 if employment terminates before age 62. If an executive dies or becomes
totally disabled before retirement age, monthly disability or death benefits
will be paid in lieu of retirement benefits. If employment is involuntarily
terminated within one year after a transfer of the controlling ownership or sale
of the Company, the benefits accrued under the agreements are payable in a lump
sum. The Merger will constitute such a transfer. Benefits accrue under the
agreements based on the employee's number of years of service (subject to
adjustment with respect to Messrs. Krumm and Hammond as described below). As of
December 31, 1995, Mountain Parks had accrued liabilities on its financial
statements in the amount of $163,462 with respect to Mr. Mathisen, $111,311
with respect to Mr. Fischer, $33,940 with respect to Mr. Krumm and $31,689
with respect to Mr. Hammond. Mountain Parks has purchased certain life
insurance policies with respect to Messrs. Mathisen, Fischer, Krumm and
Hammond, but neither these policies nor any proceeds thereof are deemed to be
for the benefit of or held in trust for the beneficiaries of those persons.

Mountain Parks has entered into employment agreements with Mr. Krumm and
Mr. Hammond having a term of one year from the Effective Time of the Merger.
Under those agreements, each of Mr. Krumm and Mr. Hammond is entitled to
receive, in lieu of any bonus that would otherwise have been payable, a bonus
equal to one-half of his 1996 base salary (such bonus being $95,000 for Mr.
Krumm and $62,500 for Mr. Hammond) and an annual salary during the term
($190,000 for Mr. Krumm and $125,000 for Mr. Hammond). The employment
agreements may be terminated at any time by Mountain Parks or the employee.
Upon termination by Mountain Parks, the employee would receive severance
payments equal to his salary for the balance of the term plus an additional one
year's salary, and upon termination by the employee (including termination upon
death), the employee would receive severance payments equal to one year's
salary. The employment agreements also provide that the benefits payable to the
employee under the salary continuation agreements described above will be
calculated as though the employee had two additional years of service. The
effect of this provision as of December 31, 1995, if the employment agreements
were then in effect, would have been to increase the liabilities accrued by
Mountain Parks on its financial statements under the salary continuation
agreements from $33,940 to $74,145 for Mr. Krumm and from $31,689 to $59,816
for Mr. Hammond. As described above, the accrued benefits under the salary
continuation agreements are payable in a lump sum if the employee is
terminated involuntarily within one year after a transfer of control of
Mountain Parks, such as the transfer that will occur in the Merger.

In addition, pursuant to the Plan of Merger, Dennis M. Mathisen will become
a member of the Board of Directors of CFB as of the Effective Time of the
Merger.

43
<PAGE>

Mountain Parks has two stock option plans in effect, one for employees and
one for non-employee directors. Options granted to employees are immediately
exercisable as to one-third of the shares covered thereby and become exercisable
as to an additional one-third of such shares on each of the first two
anniversaries of the date of grant. Under the terms of the employee plan, all
outstanding options become fully exercisable if Mountain Parks participates in a
transaction such as the Merger, and, if not exercised prior to the effective
time of the transaction, expire. As a result, the holders of options granted
under the employee plan will be able to exercise their options in full
immediately prior to the Effective Time of the Merger, whether or not such
options would otherwise then be exercisable, and exchange the shares of Mountain
Parks Common Stock issued upon exercise for CFB Common Stock in the Merger. The
following table reflects the persons who were officers and directors of Mountain
Parks at any time since the beginning of its last fiscal year whose employee
options will be accelerated as a result of the Merger, and the exercise price of
such options:

Number of Shares Weighted Average Per Share
Subject to Options(1) Exercise Price
--------------------- --------------------------
Dennis M. Mathisen . . . . 3,667 $23.07
John A. Fischer. . . . . . 667 14.25
Robert H. Hammond, Sr. . . 2,833 21.87
James R. Krumm . . . . . . 3,334 21.65
John C. Rudolph. . . . . . 167 23.50

_____________________

(1) Does not include options that had or would become exercisable prior to the
Merger.

All options granted under the non-employee directors' plan are fully
exercisable on the date of grant. Accordingly, the exercisability of those
options will not be affected by the Merger.

For a period of three years from and after the Effective Time of the
Merger, CFB has agreed to indemnify, defend and hold harmless each person who
has ever been prior to the Effective Time an officer or director of Mountain
Parks or any of the Subsidiaries and John Fischer (the "Indemnified Parties")
against all losses, claims, damages, costs, expenses (including reasonable
attorneys' fees), liabilities or judgments or amounts that are paid in
settlement (which settlement shall require the prior written consent of CFB,
which consent shall not be unreasonably withheld) of or in connection with any
claim, action, suit, proceeding or investigation (a "Claim") in which an
Indemnified Party is, or is threatened to be made, a party or a witness based in
whole or in part on or arising in whole or in part out of the fact that such
person is or was a director or officer of Mountain Parks or any of the
Subsidiaries if such Claim pertains to any matter or fact arising, existing or
occurring prior to the Effective Time (including, without limitation, the Merger
and other transactions contemplated by the Merger Agreement), regardless of
whether such Claim is asserted or claimed prior to, at or after the Effective
Time (the "Indemnified Liabilities") to the fullest extent permitted under
applicable Delaware or federal law as of the date hereof or as amended prior to
the Effective Time and under the Mountain Parks Certificate of Incorporation and
Bylaws as in effect on the date of the Merger Agreement (and CFB shall pay
expenses in advance of the final disposition of any such action or proceeding to
each Indemnified Party to the full extent permitted by law, upon receipt of any
undertaking contemplated by the Bylaws of CFB).

For three years from and after the Effective Time, CFB will maintain or
cause to maintain Mountain Parks' current insurance policy for directors' and
officers' liabilities or an equivalent policy having terms and conditions no
less favorable to all present and former directors and officers of Mountain
Parks and the Subsidiaries who are covered by such current insurance policy than
those in effect for such persons on the date of the Merger Agreement; provided,
however, that (i) CFB's obligation to provide such insurance shall be satisfied
as to any year at such time as CFB shall have incurred annual costs to maintain
insurance in accordance with this subsection equal to 150% of the annual premium
charge heretofore paid by Mountain Parks and (ii) such directors and officers
may be required to make application and provide customary representations and
warranties to CFB's insurance carrier for the purpose of obtaining such
coverage.

44
<PAGE>

SHAREHOLDER AGREEMENTS

As a condition to the willingness of CFB to enter into the Merger
Agreement, concurrently with the execution of the Merger Agreement, Dennis M.
Mathisen, who beneficially owned 1,278,200 shares (or 32.3%) of Mountain Parks
Common Stock as of the Record Date, Daniel T. Lindsay, who beneficially owned
223,100 shares (or 5.6%) of Mountain Parks Common Stock as of the Record Date
and John A. Fischer, who beneficially owned 85,150 shares (or 2.1%) of Mountain
Parks Common Stock as of the Record Date, each entered into Shareholder
Agreements with CFB dated as of June 25, 1996, pursuant to which they have
agreed to vote their shares in favor of the Merger and the Merger Agreement. In
addition, under the Shareholder Agreements, they have agreed to vote against the
approval of any proposal relating to a competing merger or business combination
involving an acquisition of Mountain Parks or the purchase of all or a
substantial portion of the assets of Mountain Parks by any person or entity
other than CFB or its affiliates or any other transaction which is inconsistent
with the obligation of Mountain Parks to consummate the Merger in accordance
with the Merger Agreement. Messrs. Mathisen, Lindsay and Fischer received no
monetary consideration for entering into the Shareholder Agreements.

Messrs. Mathisen, Lindsay and Fischer have each agreed in their respective
Shareholder Agreements that they will not transfer their shares of Mountain
Parks Common Stock unless a transferee of such shares shall execute an agreement
substantially in the form of the Shareholder Agreements and satisfactory to CFB.
Each of these individuals have also agreed that, unless CFB otherwise agrees in
writing, such individual shall not directly or indirectly acquire beneficial
ownership of any CFB Common Stock, any securities convertible into or
exchangeable for CFB Common Stock, or any other right to acquire CFB Common
Stock or authorize or make a tender, exchange or other offer, except (i) by way
of stock dividends or other distributions or offerings made available to holders
of any CFB Common Stock generally or (ii) pursuant to the Merger Agreement, or
(iii) by way of stock options or other stock rights granted to non-employee
directors of CFB, if the effect of such acquisition would be to (A) cause or
constitute the occurrence of an "Acquisition Event" under the terms of the
Rights Agreement dated January 19, 1995 by and between CFB and Norwest Bank
Minnesota, N.A., as Rights Agent, or (B) increase the Voting Power (as defined
in the Shareholder Agreement) of all CFB Common Stock then owned by such
individual or which he has a right to acquire to more than the percentage of the
Total Voting Power of CFB (initially 1%) which Shareholder is entitled to hold
at such time pursuant to the Shareholders Agreement. The Shareholder Agreements
terminate on the earlier of (a) the date on which the Merger Agreement is
terminated, or (b) the Effective Time of the Merger.

RESALE OF CFB COMMON STOCK

Issuance of the shares of CFB Common Stock to stockholders of Mountain
Parks upon consummation of the Merger will have been registered under the
Securities Act of 1933, as amended (the "Securities Act"). Such shares may be
transferred without restriction by those stockholders not deemed to be
"affiliates" of Mountain Parks 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 Mountain Parks or CFB at the
time of the determination. Accordingly, "affiliates" generally will include
directors and executive officers of Mountain Parks. CFB Common Stock received
by those stockholders of Mountain Parks who are deemed to be "affiliates" of
Mountain Parks 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 former affiliates of Mountain Parks without registration if (i) the
holder sells the shares in a Rule 144 brokers' transaction in the manner and
subject to the quantity limitations of such rule or (ii) at least two years have
elapsed since the Effective Time and the holder is not an affiliate of CFB. In
the Merger Agreement, CFB has agreed to file all reports and data with the
Commission necessary to permit the affiliates of Mountain Parks to sell the CFB
Common Stock received by them in the Merger pursuant to Rules 144 and 145 under
the Securities Act. This Joint Proxy Statement-Prospectus does not cover any
resales of CFB Common Stock received by affiliates of Mountain Parks, their
family members or related interests. CFB Common Stock is quoted on the Nasdaq
National Market under the symbol "CFBX." EACH STOCKHOLDER WHO MAY BE DEEMED TO
BE AN AFFILIATE IS URGED TO CONSULT INDEPENDENT COUNSEL CONCERNING APPLICABLE
RESTRICTIONS ON RESALE.

45
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial statements
and explanatory notes are presented to show the impact on CFB's historical
financial position and results of operations of the Merger and the proposed
acquisition of Mountain Parks. The Merger is reflected in the unaudited pro
forma condensed combined financial information under the pooling of interests
method of accounting. See "The Merger - Accounting Treatment."

The unaudited pro forma condensed combined balance sheet assumes that the
acquisition was consummated on June 30, 1996, and the unaudited pro forma
condensed combined statement of income assumes that the acquisition was
consummated at the beginning of each period. The balance sheet and the
statements of income for certain periods also include the results of operations
of High Plains Bank Corp. ("Kiowa"), the holding company of Kiowa State Bank,
Kiowa, Colorado, which was acquired by Mountain Parks on July 31, 1996.
Mountain Parks acquired 100% of the capital stock of Kiowa for cash
consideration of $7,184,000. Mountain Parks accounted for this transaction as a
purchase. The pro forma financial statements assume that the acquisition of
Kiowa by Mountain Parks was consummated at the beginning of each period for
which the results of Kiowa are presented. These financial statements do not
reflect the results of operations and financial condition of Financial Bancorp,
Inc., which was acquired by CFB on October 1, 1996. See "Pending and Recent
Acquisitions By CFB."

The pro forma information should be read in conjunction with the historical
financial statements (including the related notes thereto) and the financial
data regarding CFB and Mountain Parks incorporated by reference. The pro forma
information is not necessarily indicative of the results of operations or
combined financial position that would have resulted had the acquisitions been
consummated at the beginning of the periods for which an income statement is
presented, nor is it necessarily indicative of the results of operations of
future periods or future combined financial position.

46
<PAGE>

CONDENSED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1996
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>

Eliminations and
Adjustments
Community First Mountain Parks --------------------- Pro Forma
Bankshares, Inc. Financial Corp. Kiowa Debit Credit Combined
---------------- --------------- ----- ----- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Cash and due from banks. . . . . . . . . . . . . . $81,676 $30,909 $3,526 $7,184 (2) $108,927
Federal funds sold and securities purchased
under agreement to resell. . . . . . . . . . . . 860 0 7,440 8,300
Interest-bearing deposits. . . . . . . . . . . . . 1,461 0 126 1,587
Available-for-sale securities. . . . . . . . . . . 409,076 90,640 10,315 510,031
Held-to-maturity securities. . . . . . . . . . . . 215,446 8,051 2,458 225,955
Loans. . . . . . . . . . . . . . . . . . . . . . . 1,541,374 310,055 26,884 1,878,313
Less: Allowance for loan losses. . . . . . . . . (20,621) (3,374) (394) (24,389)
--------- -------- ------- ---------
Net loans. . . . . . . . . . . . . . . . . . . . 1,520,753 306,681 26,490 1,853,924
Bank premises and equipment. . . . . . . . . . . . 42,891 16,624 2,292 61,807
Other assets . . . . . . . . . . . . . . . . . . . 69,065 24,685 565 3,842 (2) 98,157
---------- ---------- -------- ----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . $2,341,228 $ 477,590 $ 53,212 $2,868,688
---------- ---------- -------- ----------
---------- ---------- -------- ----------
Deposits . . . . . . . . . . . . . . . . . . . . . $1,952,115 $ 370,279 $ 49,489 $2,371,883
Federal funds purchased and securities sold
under agreements to repurchase . . . . . . . . . 68,512 0 0 68,512
Other short-term borrowings. . . . . . . . . . . . 105,593 37,414 0 143,007
Long-term debt . . . . . . . . . . . . . . . . . . 27,586 11,500 300 300 (2) 39,086
Other liabilities. . . . . . . . . . . . . . . . . 23,572 7,012 381 30,965
---------- ---------- -------- ----------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . 2,177,378 426,205 50,170 2,653,453

Minority interest. . . . . . . . . . . . . . . . . 1,236 0 0 1,236
Shareholders' equity:
Preferred stock. . . . . . . . . . . . . . . . . 23,000 0 0 23,000
Common Stock . . . . . . . . . . . . . . . . . . 115 4 0 4 (1) 47 (1) 162
0 (2)

Capital surplus. . . . . . . . . . . . . . . . . . 42,349 23,701 809 23,701 (1) 23,658 (1) 66,007
. . . . . . . . . . . . . . . . . . . . . . . . . 809 (2)

Retained earnings. . . . . . . . . . . . . . . . . 98,149 27,680 2,471 2,471 (2) 125,829

Treasury stock . . . . . . . . . . . . . . . . . . (999) 0 (238) 238 (2) (999)
---------- ---------- -------- ----------
TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . . . 162,614 51,385 3,042 213,999
---------- ---------- --------- ---------- ---------- ----------
TOTAL LIABILITIES AND SHARE-
HOLDERS' EQUITY. . . . . . . . . . . . . . . . $2,341,228 $ 477,590 $ 53,212 $ 31,127 $ 31,127 $2,868,688
---------- ---------- --------- ---------- ---------- ----------
---------- ---------- --------- ---------- ---------- ----------
</TABLE>

(1) Issuance of 4,753,478 shares of CFB Common Stock in exchange for the
3,728,218 outstanding shares of Mountain Parks Common Stock. The
calculation is based on the Exchange Rate of 1.275 shares of CFB Common
Stock for each share of Mountain Parks Common Stock outstanding.
(2) To record the purchase of High Plains Bank Corp. (Kiowa) by Mountain Parks
for a purchase price of $7,184,000 including the recognition of goodwill.

47
<PAGE>

CONDENSED PRO FORMA COMBINED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(Dollars in thousands, except per share data)
(Unaudited)

Provision for loan losses. . . . . . . . . . . . . 2,115 216 24 2,355
-------- -------- ------- --------
Net interest income after provision for
loan losses. . . . . . . . . . . . . . . . . . . 47,301 14,047 1,245 62,593
Net gains on sales of investment
securities . . . . . . . . . . . . . . . . . . . 0 0 0 0
Other noninterest income . . . . . . . . . . . . . 9,663 2,954 292 12,909
Noninterest expense. . . . . . . . . . . . . . . . 36,099 10,558 1,017 128 (1) 47,802
-------- -------- ------- --------
Income before income taxes . . . . . . . . . . . . 20,865 6,443 520 27,700
Provision for income taxes . . . . . . . . . . . . 7,057 2,382 147 9,586
-------- -------- ------- --------
Net income . . . . . . . . . . . . . . . . . . . . 13,808 4,061 373 18,114
Dividends on preferred stock . . . . . . . . . . . 805 0 0 805
-------- -------- ------- --------
Net income applicable to common equity . . . . . . $ 13,003 $ 4,061 $ 373 $ 17,309
-------- -------- ------- --------
-------- -------- ------- --------
Earnings per common and common
equivalent share:
Primary. . . . . . . . . . . . . . . . . . . . . $1.12 $1.07 $2.60 $1.05
Fully diluted. . . . . . . . . . . . . . . . . . $1.06 $1.07 $2.60 $1.01

Average common and common equivalent
shares outstanding:
Primary. . . . . . . . . . . . . . . . . . . . . 11,622,445 3,787,422 143,525 16,451,408
Diluted. . . . . . . . . . . . . . . . . . . . . 13,084,108 3,795,325 143,525 17,923,147
</TABLE>

(1) Amortization of goodwill relative to the acquisition of High Plains Bank
Corp. (Kiowa), by Mountain Parks, to be amortized over fifteen years.

48
<PAGE>

CONDENSED PRO FORMA COMBINED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
(Dollars in thousands, except per share data)
(Unaudited)

<TABLE>
<CAPTION>
Eliminations and
Adjustments
Community First Mountain Parks -------------------- Pro Forma
Bankshares, Inc. Financial Corp. Kiowa Debit Credit Combined
---------------- --------------- ----- ----- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Interest income. . . . . . . . . . . . . . . . . . $162,093 $30,775 $3,002 $195,870
Interest expense . . . . . . . . . . . . . . . . . 73,945 8,946 961 83,852
-------- -------- ------- --------
Net interest income. . . . . . . . . . . . . . . . 88,148 21,829 2,041 112,018

Provision for loan losses. . . . . . . . . . . . . 2,432 279 0 2,711
-------- -------- ------- --------
Net interest income after provision for
loan losses. . . . . . . . . . . . . . . . . . . 85,716 21,550 2,041 109,307
Net gains on sales of investment
securities . . . . . . . . . . . . . . . . . . . 83 (31) 0 52
Other noninterest income . . . . . . . . . . . . . 17,708 4,728 424 22,860
Noninterest expense. . . . . . . . . . . . . . . . 67,980 14,613 1,607 256(2) 84,456
-------- -------- ------- --------
Income before income taxes . . . . . . . . . . . . 35,527 11,634 858 47,763
Provision for income taxes . . . . . . . . . . . . 12,708 4,500 218 17,426
-------- -------- ------- --------
Net income . . . . . . . . . . . . . . . . . . . . 22,819 7,134 640 30,337
Dividends on preferred stock . . . . . . . . . . . 1,610 0 0 1,610
-------- -------- ------- --------
Net income applicable to common equity . . . . . . $ 21,209 $ 7,134 $ 640 $ 28,727
-------- -------- ------- --------
-------- -------- ------- --------
Earnings per common and common
equivalent share:
Primary. . . . . . . . . . . . . . . . . . . . . $1.85 $2.24 $4.46 $1.85
Fully diluted. . . . . . . . . . . . . . . . . . $1.75 $2.17(1) $4.46 $1.76(1)

Average common and common equivalent
shares outstanding:
Primary. . . . . . . . . . . . . . . . . . . . . 11,483,858 3,183,742 143,575 15,543,129
Diluted. . . . . . . . . . . . . . . . . . . . . 13,029,614 3,330,538 143,575 17,276,050
</TABLE>

- ---------------------
(1) Fully diluted earnings per common and common equivalent share reflects an
$86,000 increase in net income attributed to the after tax effect of the
interest expense associated with Mountain Parks Financial Corp. 7.375%
convertible debentures.
(2) Amortization of goodwill relative to the acquisition of High Plains Bank
Corp. (Kiowa), by Mountain Parks, to be amortized over fifteen years.

49
<PAGE>

CONDENSED PRO FORMA COMBINED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Dollars in thousands, except per share data)
(Unaudited)

<TABLE>
<CAPTION>
Eliminations and
Adjustments
Community First Mountain Parks -------------------- Pro Forma
Bankshares, Inc. Financial Corp. Debit Credit Combined
---------------- --------------- ----- ---------- ---------
<S> <C> <C> <C> <C> <C>
Interest income. . . . . . . . . . . . . . . . . . $ 123,075 $ 20,162 $ 143,237
Interest expense . . . . . . . . . . . . . . . . . 49,297 4,171 53,468
--------- -------- ---------
Net interest income. . . . . . . . . . . . . . . . 73,778 15,991 89,769

Provision for loan losses. . . . . . . . . . . . . 1,839 0 1,839
--------- -------- ---------
Net interest income after provision
for loan losses. . . . . . . . . . . . . . . . . 71,939 15,991 87,930
Net gains on sales of investment
securities . . . . . . . . . . . . . . . . . . . 348 (249) 99
Other noninterest income . . . . . . . . . . . . . 15,180 3,713 18,893
Noninterest expense. . . . . . . . . . . . . . . . 59,542 10,699 70,241
--------- -------- ---------
Income before income taxes . . . . . . . . . . . . 27,925 8,756 36,681
Provision for income taxes . . . . . . . . . . . . 10,985 2,967 13,952
--------- -------- ---------
Net income . . . . . . . . . . . . . . . . . . . . 16,940 5,789 22,729

Dividends on preferred stock . . . . . . . . . . . 1,091 0 1,091
--------- -------- ---------
Net income applicable to common equity . . . . . . $ 15,849 $ 5,789 $ 21,638
--------- -------- ---------
--------- -------- ---------
Earnings per common and common
equivalent share:
Primary. . . . . . . . . . . . . . . . . . . . . $1.39 $2.32 $1.48
Fully diluted. . . . . . . . . . . . . . . . . . 1.37 $2.03(1) $1.42(1)

Average common and common
equivalent shares outstanding:
Primary. . . . . . . . . . . . . . . . . . . . . 11,393,996 2,499,069 14,580,309
Fully diluted. . . . . . . . . . . . . . . . . . 12,332,543 2,983,443 16,136,433
</TABLE>

- ----------------------
(1) Fully diluted earnings per common share reflects an $261,000 increase in
net income attributed to the after tax effect of the interest expense
associated with Mountain Parks Financial Corp. 7.375% convertible
debentures.

50
<PAGE>

CONDENSED PRO FORMA COMBINED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1993
(Dollars in thousands, except per share data)
(Unaudited)

<TABLE>
<CAPTION>
Eliminations and
Adjustments
Community First Mountain Parks -------------------- Pro Forma
Bankshares, Inc. Financial Corp. Debit Credit Combined
---------------- --------------- ----- ---------- ---------
<S> <C> <C> <C> <C> <C>
Interest income. . . . . . . . . . . . . . . . . . $ 106,299 $ 14,847 $ 121,146
Interest expense . . . . . . . . . . . . . . . . . 44,084 3,187 47,271
--------- -------- ---------
Net interest income. . . . . . . . . . . . . . . . 62,215 11,660 73,875

Provision for loan losses. . . . . . . . . . . . . 1,798 351 2,149
--------- -------- ---------
Net interest income after provision
for loan losses. . . . . . . . . . . . . . . . . 60,417 11,309 71,726
Net gains on sales of investment
securities . . . . . . . . . . . . . . . . . . . 1,312 598 1,910
Other noninterest income . . . . . . . . . . . . . 13,093 3,155 16,248
Noninterest expense. . . . . . . . . . . . . . . . 51,085 9,769 60,854
--------- -------- ---------
Income before income taxes . . . . . . . . . . . . 23,737 5,293 29,030
Provision for income taxes . . . . . . . . . . . . 8,809 1,966 10,775
--------- -------- ---------
Income before cumulative effect of accounting
change . . . . . . . . . . . . . . . . . . . . . 14,928 3,327 18,255
Cumulative effect of accounting change . . . . . . 359 0 359
--------- -------- ---------
Net income . . . . . . . . . . . . . . . . . . . . 15,287 3,327 18,614
Dividends on preferred stock . . . . . . . . . . . 0 0 0
--------- -------- ---------
Net income applicable to common equity . . . . . . $ 15,287 $ 3,327 $ 18,614
--------- -------- ---------
--------- -------- ---------
Earnings per common and common
equivalent share:
Primary. . . . . . . . . . . . . . . . . . . . . $1.35 $1.53 $1.32
Fully diluted. . . . . . . . . . . . . . . . . . 1.35 $1.42(1) $1.30(1)

Average common and common
equivalent shares outstanding:
Primary. . . . . . . . . . . . . . . . . . . . . 11,331,408 2,170,335 14,098,585
Fully diluted. . . . . . . . . . . . . . . . . . 11,335,365 2,400,915 14,396,532
</TABLE>

- ---------------------
(1) Fully diluted earnings per common and common equivalent share reflects an
$79,000 increase in net income attributed to the after tax effect of the
interest expense associated with Mountain Parks Financial Corp. 7.375%
convertible debentures.

51
<PAGE>

COMPARISON OF STOCKHOLDER RIGHTS

The rights of Mountain Parks stockholders are governed by the Certificate
of Incorporation (the "Mountain Parks Certificate") and Bylaws (the "Mountain
Parks Bylaws") of Mountain Parks and the laws of the State of Delaware. The
rights of CFB stockholders are governed by the Certificate of Incorporation (the
"CFB Certificate") and Bylaws (the "CFB Bylaws") of CFB and the laws of the
State of Delaware. After the Merger becomes effective, the rights of Mountain
Parks stockholders 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 Mountain Parks stockholders and CFB stockholders are
similar. While it is not practical to describe all changes in the rights of
Mountain Parks stockholders that will result from the differences between the
Mountain Parks Certificate and Bylaws and the CFB Certificate and Bylaws, the
following is a summary of certain significant differences.

CAPITAL STOCK

The Mountain Parks Certificate authorizes the issuance of 5,000,000 shares
of Common Stock, $.001 par value, and 1,000,000 shares of preferred stock, $.001
par value. Mountain Parks currently has outstanding only one class of Common
Stock. Accordingly, all Mountain Parks stockholders have equal rights and
preferences with respect to dividends and distributions upon liquidation.

The CFB Certificate currently 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 and
1,620,000 shares of undesignated preferred stock, par value $.01 per share.
At the CFB Special Meeting, CFB stockholders will be asked to consider a
proposal to amend the CFB Certificate to increase the authorized Common Stock
to 30,000,000 shares. See "Proposal Two for CFB Stockholders - Amendment to
Certificate of Incorporation." As of November 4, 1996, 11,983,935 shares of
CFB Common Stock were outstanding, net of treasury shares, and 229,975 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.

SPECIAL MEETING OF STOCKHOLDERS

Delaware law provides that special meetings of the stockholders 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 stockholders. Mountain Parks'
Certificate authorizes Mountain Parks' President to call a special meeting of
stockholders.

CUMULATIVE VOTING

Under Delaware law, stockholders 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 of
incorporation, each holder of stock shall be entitled to as many votes as shall
equal the number of votes which that holder 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 the holder, 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. While
Mountain Parks' Certificate does not provide for cumulative voting, CFB's
Certificate does provide for cumulative voting. Under Delaware law, directors
are elected by a plurality of votes.

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,

52
<PAGE>

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 Mountain Parks and CFB Common Stock are traded
in the Nasdaq National Market, its stockholders are not, subject to the
aforementioned exceptions, entitled to any rights of appraisal in connection
with the Merger.

DIVIDENDS AND DISTRIBUTIONS

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.

Mountain Parks and CFB are also subject to the policies of federal
regulatory authorities regarding payment of dividends, which generally limit
dividends to operating earnings.

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 stockholder 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 stockholder, the board of directors approved either the business
combination or the transaction which resulted in the stockholder becoming an
interested stockholder; (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 Stockholders by the affirmative
vote of two-thirds of the outstanding voting shares held by uninterested
stockholders. A business combination is defined to include any of the
following: any merger or consolidation with the interested stockholder; any
sale, transfer or other disposition of assets to the interested stockholder 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 stockholder, except for transfers in a conversion
or exchange or a pro rata distribution; and any receipt by the interested
stockholder of any loans, advances, guarantees, pledges or other financial
benefits, except for a pro rata transfer.

CFB has adopted a shareholders' rights plan 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 rights agreement, upon the
occurrence of 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 CFB
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. Mountain Parks
does not have a shareholders' rights plan.

CHARTER AMENDMENTS

Delaware law does not provide for stockholders, 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.

53
<PAGE>

AMENDMENT OF BYLAWS

Delaware law provides that the power to adopt, amend or repeal bylaws shall
be in the stockholders 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 stockholders, nor limit their power to adopt,
amend or repeal bylaws.

LEGAL MATTERS

The validity of the CFB Common Stock to be issued to the Mountain Parks
stockholders 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 common stock. Certain matters in connection with
the Merger and this Joint Proxy Statement - Prospectus, as well as federal
income tax consequences in connection with this Merger will be passed upon for
Mountain Parks by Sherman & Howard L.L.C., Denver, Colorado.

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 Joint Proxy Statement-Prospectus which
constitutes a joint proxy statement of CFB and Mountain Parks and a prospectus
and registration statement of CFB, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated herein
by reference, and are incorporated by reference herein in reliance upon such
report thereon given upon the authority of such firm as experts in accounting
and auditing.

The audited consolidated financial statements of Mountain Parks as of
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995, incorporated by reference in this Joint Proxy Statement-
Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
report.

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

54
<PAGE>

PROPOSAL TWO
FOR CFB STOCKHOLDERS

AMENDMENT TO CERTIFICATE OF INCORPORATION

The CFB Board of Directors has unanimously approved the amendment to CFB's
Certificate of Incorporation to increase the number of authorized shares of CFB
common stock, par value $.01 per share ("CFB Common Stock"), from 20,000,000
shares to 30,000,000 shares (the "Amendment"). The CFB Board believes adoption
of the Amendment is in the best interests of all the CFB stockholders and
recommends that CFB stockholders vote in favor of Proposal Two.

REASONS FOR THE AMENDMENT

CFB's Certificate of Incorporation currently authorizes 20,000,000
shares of CFB Common Stock. Proposal Two would amend Article IV of the
Certificate of Incorporation to authorize 30,000,000 shares of CFB Common
Stock, par value $.01 per share. At November 4, 1996 there were 11,983,935
shares of CFB Common Stock issued and outstanding, net of treasury shares,
and approximately 1.9 million shares reserved for future issuance upon
conversion of CFB's outstanding convertible preferred stock and upon exercise
of outstanding stock options, excluding shares reserved in connection with
CFB Common Stock to be issued in the Merger. If the CFB and Mountain Parks
shareholders approve the Merger Agreement under Proposal One of this Joint
Proxy Statement-Prospectus, up to 5.2 million additional shares of CFB Common
Stock could be issued, leaving only approximately 829,000 shares available
for corporate purposes. This number is significantly less than the 2,011,937
shares remaining available for future grants of stock options under the stock
option plans previously approved by CFB's stockholders. The Board of
Directors does not regard the number of available authorized shares of CFB
Common Stock as sufficient for the future needs of CFB.

The newly authorized CFB Common Stock would be identical to the existing
authorized CFB Common Stock in all respects. The holders of CFB's Common Stock
are entitled to receive ratably such dividends as may be declared by the Board
of Directors out of funds legally available therefor. On any liquidation of
CFB, after payment of all indebtedness, the assets of CFB will be distributed
pro rata to holders of CFB Common Stock, subject to such rights as have been
granted, or may be granted in the future, to any holders of preferred stock.
Holders of the CFB Common Stock have no preemptive rights and are entitled to
one vote for each share held on each matter submitted to a vote of stockholders.
Cumulative voting for the election of directors is not permitted. Accordingly,
the owners of a majority of the shares outstanding may elect all of the
directors, if they choose to do so, and the owners of the balance of such shares
would not be able to elect any directors.

The Board of Directors of CFB believes that an increase in the number of
authorized shares of CFB Common Stock is necessary to ensure that CFB will
continue to have additional shares available for future issuance from time to
time for proper corporate purposes, including raising additional capital,
possible future acquisitions and for stock options or other employee incentive
plans. CFB has no present plans with respect to the issuance of shares of its
capital stock other than those currently reserved for issuance for stock
options, the conversion of CFB's outstanding 7% Cumulative Convertible Preferred
Stock, the Merger (as described under "Proposal One for CFB and Mountain Parks
Stockholders - Approval of the Merger Agreement"), CFB's Shareholder Rights
Agreement and the acquisition of Financial Bancorp, Inc. (as described under
"Recent Developments Regarding CFB - Pending Acquisitions").

The additional shares to be authorized under the Amendment could
potentially be issued without further stockholder approval at times and under
circumstances that could have a dilutive effect on earnings per share and on the
equity ownership and voting power of the present holders of CFB Common Stock, or
which could make a change of control of CFB more difficult.

THE PROPOSED AMENDMENT

The affirmative vote of the holders of a majority of the CFB Common Stock
entitled to vote at the meeting is necessary to approve the Amendment. If not
otherwise specified, properly executed proxies will be voted in favor of the
Amendment.

55
<PAGE>

THE CFB BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING
RESOLUTIONS WHICH WILL BE PRESENTED AT THE CFB SPECIAL MEETING AS PROPOSAL TWO:

RESOLVED, that the first sentence of Article IV of CFB's Certificate of
Incorporation be, and it hereby is, replaced with the following: "The
total number of shares of stock which the corporation shall have authority
to issue is Thirty-Two Million (32,000,000) shares, divided into Thirty
Million (30,000,000) shares of Common Stock, $.01 par value per share
("Common Stock"), and Two Million (2,000,000) shares of Preferred Stock,
$.01 par value per share ("Preferred Stock").

RESOLVED FURTHER, that the officers of CFB be, and they hereby are,
authorized and directed to execute such documents and certificates and take
such other action as may be necessary or appropriate to give effect to the
foregoing resolution.

56
<PAGE>

APPENDIX A

_______________________________________________________________________________

AGREEMENT AND PLAN OF REORGANIZATION

BETWEEN

COMMUNITY FIRST BANKSHARES, INC.

AND

MOUNTAIN PARKS FINANCIAL CORP.

_______________________________________________________________________________

<PAGE>

TABLE OF CONTENTS

Page
----

ARTICLE I
THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
1.01. THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
1.02. EFFECTIVE TIME OF THE MERGER . . . . . . . . . . . . . . . . . . . -1-
1.03. CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-

ARTICLE II
EFFECT OF THE MERGER ON CAPITAL STOCK OF MPF . . . . . . . . . . . . . . . . -2-
2.01. EFFECT ON MPF COMMON STOCK . . . . . . . . . . . . . . . . . . . . -2-
2.02. ADJUSTMENTS TO EXCHANGE RATIO. . . . . . . . . . . . . . . . . . . -2-
2.03. EXCHANGE OF CERTIFICATES . . . . . . . . . . . . . . . . . . . . . -2-

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF MPF. . . . . . . . . . . . . . . . . . . . -5-
3.01. ORGANIZATION, STANDING AND POWER . . . . . . . . . . . . . . . . . -5-
3.02. SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . -5-
3.03. CAPITAL STRUCTURE. . . . . . . . . . . . . . . . . . . . . . . . . -6-
3.04. AUTHORITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
3.05. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . -7-
3.06. REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
3.07. AUTHORIZATIONS; COMPLIANCE WITH APPLICABLE LAWS. . . . . . . . . . -9-
3.08. LITIGATION AND CLAIMS. . . . . . . . . . . . . . . . . . . . . . -10-
3.09. TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
3.10. CERTAIN AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . -11-
3.11. BENEFIT PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . -12-
3.12. INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
3.13. ABSENCE OF CERTAIN CHANGES OR EVENTS . . . . . . . . . . . . . . -14-
3.14. PROPERTIES, LEASES AND OTHER AGREEMENTS. . . . . . . . . . . . . -15-
3.15. OPINION OF FINANCIAL ADVISOR . . . . . . . . . . . . . . . . . . -16-
3.16. VOTES REQUIRED . . . . . . . . . . . . . . . . . . . . . . . . . -16-
3.17. TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . -16-
3.18. VOTING AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . -16-
3.19. AFFILIATES . . . . . . . . . . . . . . . . . . . . . . . . . . . -16-
3.20. AFFILIATE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . -16-
3.21. INTEREST RATE RISK MANAGEMENT INSTRUMENTS. . . . . . . . . . . . -17-
3.22. REGULATORY IMPEDIMENTS . . . . . . . . . . . . . . . . . . . . . -17-
3.23. FULL DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . -17-

(i)
<PAGE>

3.24. NO DISCUSSIONS . . . . . . . . . . . . . . . . . . . . . . . . . -17-

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF CFB. . . . . . . . . . . . . . . . . . . -18-
4.01. ORGANIZATION, STANDING AND POWER . . . . . . . . . . . . . . . . -18-
4.02. CFB SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . -18-
4.03. CAPITAL STRUCTURE. . . . . . . . . . . . . . . . . . . . . . . . -19-
4.04. AUTHORITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . -19-
4.05. CFB FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . -19-
4.06. REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
4.07. AUTHORIZATIONS; COMPLIANCE WITH APPLICABLE LAWS. . . . . . . . . -21-
4.08. LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
4.09. TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
4.10. CERTAIN AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . -23-
4.11. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
4.12. ABSENCE OF CERTAIN CHANGES OR EVENTS . . . . . . . . . . . . . . -24-
4.13. PROPERTIES, LEASES AND OTHER AGREEMENTS. . . . . . . . . . . . . -24-
4.14. VOTES REQUIRED . . . . . . . . . . . . . . . . . . . . . . . . . -25-
4.15. TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
4.16. AFFILIATE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . -25-
4.17. REGULATORY IMPEDIMENTS . . . . . . . . . . . . . . . . . . . . . -25-
4.18. FULL DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . -25-

ARTICLE V
COVENANTS OF MPF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26-
5.01. AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . -26-
5.02. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . -27-
5.03. LETTERS OF ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . -30-
5.04. ACCESS AND INFORMATION . . . . . . . . . . . . . . . . . . . . . -30-
5.05. UPDATE DISCLOSURE: BREACHES. . . . . . . . . . . . . . . . . . . -31-
5.06. AFFILIATES; TAX TREATMENT. . . . . . . . . . . . . . . . . . . . -31-
5.07. DISSENT PROCESS. . . . . . . . . . . . . . . . . . . . . . . . . -31-
5.08. EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . -32-
5.09. DELIVERY OF SHAREHOLDER LISTS. . . . . . . . . . . . . . . . . . -32-
5.10. SHAREHOLDER MEETINGS . . . . . . . . . . . . . . . . . . . . . . -32-
5.11. ACQUISITIONS OF REAL ESTATE. . . . . . . . . . . . . . . . . . . -32-
5.12. PROCESSING CONTRACTS . . . . . . . . . . . . . . . . . . . . . . -33-
5.13. BENEFIT PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . -33-

ARTICLE VI
COVENANTS OF CFB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -33-
6.01. AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . -33-
6.02. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . -34-

(ii)
<PAGE>

6.03. CFB RIGHTS PLAN. . . . . . . . . . . . . . . . . . . . . . . . . -34-
6.04. ACCESS AND INFORMATION . . . . . . . . . . . . . . . . . . . . . -35-
6.05. BREACHES . . . . . . . . . . . . . . . . . . . . . . . . . . . . -35-
6.06. LISTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
6.07. CFB BENEFIT PLANS. . . . . . . . . . . . . . . . . . . . . . . . -36-
6.08. TAX TREATMENT. . . . . . . . . . . . . . . . . . . . . . . . . . -36-
6.09. LETTERS OF ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . -36-

ARTICLE VII
ADDITIONAL AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . -37-
7.01. FILINGS AND APPROVALS. . . . . . . . . . . . . . . . . . . . . . -37-
7.02. REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . -37-
7.03. ENVIRONMENTAL AUDITS . . . . . . . . . . . . . . . . . . . . . . -39-
7.04. REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-
7.05. BROKERS OR FINDERS . . . . . . . . . . . . . . . . . . . . . . . -40-
7.06. INDEMNIFICATION AND INSURANCE. . . . . . . . . . . . . . . . . . -40-
7.07. ADDITIONAL AGREEMENTS; REASONABLE EFFORTS. . . . . . . . . . . . -41-

ARTICLE VIII
CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . -42-
8.01. CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER . . . -42-
8.02. CONDITIONS TO OBLIGATIONS OF CFB . . . . . . . . . . . . . . . . -43-
8.03. CONDITIONS TO OBLIGATIONS OF MPF . . . . . . . . . . . . . . . . -46-

ARTICLE IX
TERMINATION AND AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . -48-
9.01. TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . -48-
9.02. INVESTIGATION AND REVIEW . . . . . . . . . . . . . . . . . . . . -49-
9.03. EFFECT OF TERMINATION. . . . . . . . . . . . . . . . . . . . . . -49-
9.04. AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . -49-
9.05. EXTENSION; WAIVER. . . . . . . . . . . . . . . . . . . . . . . . -50-
9.06. TERMINATION FEE. . . . . . . . . . . . . . . . . . . . . . . . . -50-
9.07. EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-

ARTICLE X
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
10.01. NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. . . . -51-
10.02. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
10.03. INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . -52-
10.04. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . -52-
10.05. ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES; RIGHTS OF
OWNERSHIP. . . . . . . . . . . . . . . . . . . . . . . . . . . . -52-
10.06. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . -52-
10.07. PUBLICITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . -52-

(iii)
<PAGE>

10.08. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
10.09. KNOWLEDGE OF THE PARTIES . . . . . . . . . . . . . . . . . . . . -53-
10.10. JURY WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . -53-

(iv)

<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 25, 1996
("Agreement"), between COMMUNITY FIRST BANKSHARES, INC., a Delaware
corporation ("CFB"), and MOUNTAIN PARKS FINANCIAL CORP., a Delaware
corporation ("MPF").

WHEREAS, subject to full due diligence and final approval by the
respective Boards of Directors of CFB and MPF, the respective Boards of
Directors of CFB and MPF have approved the terms of merger of MPF with and
into CFB (the "Merger") in accordance with the terms and conditions hereof
and of the Plan of Merger in the form attached hereto (the "Plan of Merger",
and, collectively with this Agreement, the "Merger Agreements");

WHEREAS, the respective Boards of Directors of CFB and MPF believe that
the Merger, and the exchange of shares of CFB Common Stock, $.01 par value,
(the "CFB Common Stock") for all the outstanding shares of MPF Common Stock
(as defined SECTION 2.01 (a)), pursuant and subject to the terms of this
Agreement and the Plan of Merger is desirable and in the best interests of
their respective corporations and stockholders;

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

NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the parties
hereto agree as follows:

ARTICLE I
THE MERGER

1.01. THE MERGER. Subject to the terms and conditions of this Agreement,
CFB and MPF agree to effect the Merger in accordance with the Delaware
General Corporation Law ("DGCL").

1.02. EFFECTIVE TIME OF THE MERGER. Subject to the provisions of the
Merger Agreements, a certificate of merger (the "Certificate of Merger")
shall be duly prepared and executed by CFB and MPF and thereafter delivered
to the Secretary of State of the State of Delaware for filing, as provided in
the DGCL, on or as soon as practicable after the Closing Date (as defined in
SECTION 1.03). The Merger shall become effective upon the filing of the
Certificate of Merger with the Secretary of State of the State of Delaware or
at such later time as is provided in the Certificate of Merger (the
"Effective Time").

1.03. CLOSING. The closing of the Merger (the "Closing") will take place
at 10:00 a.m. on a date (the "Closing Date") to be specified by the parties,
which, unless both parties agree, shall be no later than the thirtieth
business day after the latest to occur of (i) receipt of all necessary
approvals of the Merger, from the Board of Governors of the Federal Reserve
System (the "Federal Reserve

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<PAGE>

Board"), and any other applicable bank regulatory authority and the
expiration of any waiting periods imposed by law, (ii) the date on which the
stockholders of CFB approve the Merger, (iii) the date on which the
stockholders of MPF approve the Merger and (iv) unless waived by CFB,
satisfaction of the condition set forth in SECTION 8.02(l). The Closing will
take place at the offices of CFB, unless another place is agreed to in
writing by the parties hereto. Notwithstanding the foregoing, if the Closing
does not take place on the date referred to in the first sentence of this
Section because any condition to the obligations of CFB or MPF under this
Agreement is not met on that date, the other party may postpone the Closing
from time to time to any designated subsequent business day not more than
thirty (30) days after the original or postponed date on which the Closing
was to occur by delivering notice of such postponement on the date the
Closing was to occur.

ARTICLE II
EFFECT OF THE MERGER ON CAPITAL STOCK OF MPF

2.01. EFFECT ON MPF COMMON STOCK. As of the Effective Time, by virtue
of the Merger and without any action on the part of the holder of any shares
of MPF's common stock, $.001 par value ("MPF Common Stock"), but subject to
the provisions of Section 262 of the DGCL with respect to the rights of
dissenting stockholders and subject to adjustment pursuant to SECTION 2.02,
each then issued and outstanding share of MPF Common Stock shall be converted
into the right to receive 1.275 shares (the "Exchange Ratio") of fully paid
and nonassessable CFB Common Stock. All such shares of MPF Common Stock
shall no longer be outstanding and shall automatically be canceled and
retired and shall cease to exist. Each MPF shareholder's certificate or
certificates previously representing shares of MPF Common Stock (each a "MPF
Certificate") shall be aggregated (if a single stockholder holds more than
one MPF 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 MPF Certificates in
accordance with SECTION 2.03, without any interest thereon. In accordance
with the terms and conditions of the CFB Shareholder Rights Agreement dated
January 19, 1995 (the "Rights Plan") there shall be included with each share
of CFB Common Stock exchanged in the Merger one CFB Right. Prior to the
Distribution Date all references in this Agreement to the CFB Common Stock to
be received pursuant to the Merger shall be deemed to include the CFB Rights.

2.02. ADJUSTMENTS TO EXCHANGE RATIO. If prior to the Effective Time CFB
shall declare a stock dividend or distribution upon or subdivide, split up,
reclassify or combine its shares of CFB Common Stock or declare a dividend or
make a distribution on CFB Common Stock of any security convertible into CFB
Common Stock or exercisable to purchase CFB Common Stock (including without
limitation, distribution of any Rights after a Distribution Date),
appropriate adjustment or adjustments will be made in the Exchange Ratio.

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<PAGE>

2.03. 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
MPF 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 2.01 in
exchange for the outstanding shares of MPF Common Stock.

(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 MPF Certificate or MPF Certificates (i) a letter of transmittal
which shall specify that delivery shall be effective, and risk of loss and
title to the MPF Certificate(s) shall pass, only upon delivery of the MPF
Certificate(s) to the Exchange Agent and which shall be in such form and have
such other provisions as CFB and MPF may reasonably specify not later than
five business days before the Closing Date and (ii) instructions for use in
effecting the surrender of the MPF 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. Upon surrender of a shareholder's MPF
Certificate or MPF Certificates for cancellation to the Exchange Agent
together with such letter of transmittal, duly executed, the holder of such
MPF 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, as provided in Section 2.03(e) below, and the MPF
Certificate(s) so surrendered shall forthwith be canceled. No interest will
be paid on the cash in lieu of fractional shares, if any, payable to holders
of MPF Certificates. In the event of a transfer of ownership of MPF Common
Stock which is not registered in the transfer records of MPF, 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 MPF Certificate representing such
MPF 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 MPF 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 MPF Certificates shall not be entitled to vote after
the Closing Date at any meeting of CFB shareholders until they have exchanged
their MPF Certificates.

(d) TRANSFERS. After the Effective Time, there shall be no transfers
on the stock transfer books of MPF of the shares of MPF Common Stock which
were outstanding immediately prior to the Effective Time. If, after the
Effective Time, MPF Certificates are presented to CFB, they shall be canceled
and exchanged for the shares of CFB Common Stock and cash, in an amount as

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<PAGE>

determined in accordance with the provisions of SECTION 2.01, 2.02 and this
SECTION 2.03, deliverable in respect thereof pursuant to this Agreement. MPF
Certificates surrendered for exchange by any person constituting an
"affiliate" of MPF 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 5.06.

(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 MPF Common Stock with more than one MPF Certificate shall
receive cash only for the fractional share remaining after aggregating all of
its, his or her MPF Common Stock to be exchanged.

As used herein, 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 (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).

(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 MPF for twelve months after the
Closing Date shall be paid to CFB. Any shareholders of MPF who have not
theretofore complied with this Article 2 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 SECTIONS 2.01, 2.02 and this
SECTION 2.03, without any interest thereon. Notwithstanding the foregoing,
none of CFB, the Exchange Agent nor any other person shall be liable to any
former holder of shares of MPF 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 MPF Certificate shall
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming such MPF Certificate to be lost, stolen or
destroyed and, if required by the Exchange Agent, the posting by such person
of a bond in such amount as CFB may direct as indemnity against any claim
that may be made against it with respect to such MPF Certificate, the
Exchange Agent will issue in exchange for such lost, stolen or destroyed MPF
Certificate the shares of CFB Common Stock, and cash in an amount as
determined in accordance with the provisions of SECTIONS 2.01, 2.02 and this
SECTION 2.03, deliverable in respect thereof pursuant to this Agreement.

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<PAGE>

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF MPF

MPF represents and warrants to CFB as follows:

3.01. ORGANIZATION, STANDING AND POWER. MPF is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Delaware and has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as now being
conducted, except where the failure to have such power or authority would not
have a material adverse effect on the business, operations, prospects or
financial condition of MPF or any of the MPF Subsidiaries ("Material Adverse
Effect"). MPF is qualified to do business and is in good standing in each
other state or foreign jurisdiction where its ownership or leasing of
property or the conduct of its business requires it to be so qualified and
where the failure to be so qualified would have an MPF Material Adverse
Effect. MPF is registered as a bank holding company with the Federal Reserve
Board under the BHC Act. MPF has delivered to CFB true, accurate and
complete copies of the currently effective certificate of incorporation (the
"MPF Certificate") and bylaws of MPF, including all amendments thereto. As
used in this Agreement, the word "Subsidiary" means any corporation or other
organization, whether incorporated or unincorporated (i) of which such party
or any other Subsidiary of such party is a general partner (excluding
partnerships, the general partnership interest of which held by such party or
any Subsidiary of such party does not have a majority of the voting interest
in such partnership) or (ii) at least a majority of the securities or other
interests having by their terms ordinary voting power to elect a majority of
the Board of Directors or others performing similar functions with respect to
such corporation or other organization is directly or indirectly owned or
controlled by such party or by any one or more of its Subsidiaries, or by
such party and one or more of its Subsidiaries.

3.02. SUBSIDIARIES. Except as set forth in the Disclosure Letter (which
is a letter delivered by MPF to CFB within fifteen (15) days after the date
hereof, the receipt thereof to be acknowledged by CFB executing a copy
thereof, that identifies, as to each matter disclosed therein, the section of
this Agreement to which the matter relates), MPF beneficially owns, directly
or indirectly, all of the shares of the outstanding capital stock of each of
its Subsidiaries listed on such letter (herein called collectively the
"Subsidiaries" or individually a "Subsidiary"). No equity securities of any
of the Subsidiaries are or may become required to be issued by reason of any
option, warrants, calls, rights or agreements of any character whatsoever;
there are outstanding no securities or rights convertible into or
exchangeable for shares of any capital stock of any Subsidiary; and there are
no other contracts, commitments, understandings or arrangements by which any
Subsidiary is bound to issue additional shares of its capital stock or
options, warrants, calls, rights or agreements to purchase or acquire any
additional shares of its capital stock. Except as set forth in the Disclosure
Letter, all of the shares of capital stock of each of the Subsidiaries owned
by MPF are fully paid and nonassessable and are owned by MPF free and clear
of any claim, lien, encumbrance or agreement with respect thereto. Each
Subsidiary is a bank or a corporation, in each case duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, and has the corporate power and authority to own or lease its
properties and assets and to carry on its business

-5-
<PAGE>

as it is now being conducted, except, in the case of MPF's nonbank
subsidiaries, where the failure to have such power or authority would not
have a Material Adverse Effect. Except as set forth in the Disclosure Letter,
there are no obligations, contingent or otherwise, of MPF to repurchase,
redeem or otherwise acquire any shares of capital stock of any Subsidiary or
to provide funds (in the form of a loan, capital contribution or otherwise)
to any Subsidiary or to make an investment in any Subsidiary or any other
entity, other than pursuant to commercial loan arrangements and similar
obligations arising in the ordinary course of the business of the
Subsidiaries.

3.03. CAPITAL STRUCTURE.

(a) As of the date hereof, the authorized capital stock of MPF consists
of 6,000,000 shares, divided into 5,000,000 shares of Common Stock and
1,000,000 shares of Authorized Preferred.

(b) As of the date hereof, (i) 3,727,315 shares of Common Stock are
issued and outstanding (assuming no exercise of any stock options since March
31, 1996), (ii) no shares of MPF Authorized Preferred are issued or
outstanding; and (iii) except as set forth in the Disclosure Letter, no
shares of Common Stock are held in treasury.

(c) As of the date hereof, except as set forth in the Disclosure
Letter, (i) neither MPF nor any Subsidiary has issued any outstanding bonds,
debentures, notes or other indebtedness having the right to vote (or
convertible into securities having the right to vote) on any matters on which
stockholders may vote ("Voting Debt"). All outstanding shares of MPF capital
stock are validly issued, fully paid and nonassessable and not subject to or
issued in violation of any preemptive rights; and (ii) there are no options,
warrants, calls, rights, or agreements of any character whatsoever to which
MPF or a Subsidiary is a party or by which it is bound obligating MPF or any
such Subsidiary to issue, deliver or sell, or cause to be issued, delivered
or sold, additional shares of its capital stock or Voting Debt or obligating
MPF or any MPF Subsidiary to grant, extend or enter into any such option,
warrant, call, right or agreement. Immediately after the Effective Time,
except as set forth in the Disclosure Letter, there will be no option,
warrant, call, right or agreement obligating MPF or any MPF Subsidiary to
issue, deliver or sell, or cause to be issued, delivered or sold, any shares
of its capital stock or Voting Debt or obligating MPF or any MPF Subsidiary
to grant, extend or enter into any such option, warrant, call, right or
agreement.

(d) Except as set forth in the Disclosure Letter, (i) MPF has not
purchased, redeemed, canceled or otherwise acquired any of its capital stock
or Voting Debt during the two years preceding the date hereof; and (ii) there
are no obligations, contingent or otherwise, of MPF or any MPF Subsidiary to
repurchase, redeem or otherwise acquire any shares of its respective capital
stock or Voting Debt.

3.04. AUTHORITY.

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<PAGE>

(a) MPF has all requisite corporate power and authority to enter into
this Agreement, the Plan of Merger and to consummate the transactions
contemplated hereby, subject only to approval of this Agreement and the Plan
of Merger by the Board of Directors and stockholders of MPF. The execution
and delivery of this Agreement, and the Plan of Merger and the consummation
of the transactions contemplated hereby and thereby have been duly authorized
by all necessary corporate action on the part of MPF (including unanimous
approval by the Board of Directors of MPF), subject to the final approval of
this Agreement and the Plan of Merger by the stockholders of MPF. This
Agreement and the Plan of Merger have been duly executed and delivered by
MPF, and each constitutes a valid and binding obligation of MPF enforceable
in accordance with its terms other than in connection with or in compliance
with the provisions of the DGCL, the Securities Act, the Exchange Act, the
securities or "blue sky" laws of the various states, and consents,
authorizations, approvals, notices or exemptions required under the BHC Act
and the banking laws of the State of Colorado, no consent, approval, order or
authorization of, or registration, declaration or filing with, any
governmental entity, is required on the part of MPF or any of the
Subsidiaries in connection with the execution and delivery of this Agreement,
the Plan of Merger and the Investment Agreement by or the consummation by MPF
of the transactions contemplated hereby and thereby.

(b) Except as set forth in the Disclosure Letter, the execution and
delivery of this Agreement and the Plan of Merger do not, and the
consummation of the transactions contemplated therein will not, conflict
with, or result in any violation of, or default (with or without notice or
lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or the loss of a benefit
under, or the creation of a lien, pledge, security interest or other
encumbrance on assets (any such conflict, violation, default, right of
termination, cancellation or acceleration loss or creation, a "Violation"),
pursuant to any provision of (i) the certificate, the bylaws of MPF or the
charter, certificate or articles of incorporation or bylaws of any MPF
Subsidiary or (ii) any loan or credit agreement, note, mortgage, indenture,
lease, MPF Benefit Plan (as defined in SECTION 3.11) or other agreement,
obligation, instrument, permit, franchise, license, judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to MPF or any MPF
Subsidiary or their respective properties or assets, which Violation pursuant
to this CLAUSE (b) would have an MPF Material Adverse Effect.

3.05. FINANCIAL STATEMENTS.

(a) The consolidated statements of financial condition of MPF, as of
December 31, 1995 and 1994 and the related consolidated statements of income,
cash flow and stockholders' equity for the three years in the period ended
December 31, 1995 (the "Latest Statement Date"), accompanied by the
unqualified reports of Arthur Andersen LLP, copies of which have been
furnished by MPF to CFB; the unaudited consolidated statement of financial
condition of MPF, as of March 31, 1996 and the related consolidated
statements of income, cash flow and stockholders' equity for the three months
then ended, in the form prepared for MPF's internal use, copies of which have
been furnished by MPF to CFB; (collectively, the "Financial Statements"),
have been prepared in accordance with generally accepted accounting
principles as utilized in the Financial Statements applied on a consistent
basis (except as may be indicated therein or in the notes thereto), and
present fairly the

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<PAGE>

consolidated financial position of MPF, at the dates, and the consolidated
results of operations, changes in stockholders' equity and cash flows for the
periods, stated therein. In the case of interim fiscal periods, all
adjustments, consisting only of normal recurring items, which management of
MPF believes necessary for a fair presentation of such financial information,
have been made, subject to year-end audit adjustments, none of which could
reasonably be expected to have a Material Adverse Effect.

(b) Except as and to the extent set forth on the consolidated statement
of financial condition of MPF, as of March 31, 1996, or in the notes thereto,
neither MPF nor any Subsidiary has any liabilities or obligations of any
nature (whether accrued, absolute, contingent or otherwise) that would be
required to be reflected on a statement of financial condition, or in the
notes thereto, prepared in accordance with generally accepted accounting
principles, except (i) for liabilities or obligations incurred in the
ordinary course of business since the Latest Statement Date that would not,
individually or in the aggregate, have a Material Adverse Effect or (ii) as
otherwise reflected in the Reports (as defined below) filed prior to the date
of this Agreement. Except as disclosed in the Disclosure Letter, neither MPF
nor any Subsidiary has any liabilities or obligations of any nature (whether
accrued, absolute, contingent or otherwise) that are not required to be
reflected on a balance sheet, or in the notes thereto, except for liabilities
or obligations that do not, individually or in the aggregate, have a Material
Adverse Effect.

(c) Without limitation to the foregoing, MPF's consolidated allowance
for on loan losses included in the Financial Statements as of March 31, 1996
was $3,242,000, representing 1.15% of its total consolidated loans held in
the portfolio. The amount of such allowance for loan losses was adequate to
absorb reasonably expectable losses in the loan portfolios of the bank
Subsidiaries of MPF (the "Banks"). To the knowledge of MPF, there are no
facts which would cause it to increase the level of such allowance for loan
losses. The documentation relating to loans made by the Banks 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, except as enforcement may be limited by bankruptcy
or similar laws or principles of equity. 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). Except as set
forth in the Disclosure Letter, (A) as of March 31, 1996, there are no loans,
leases, other extensions of credit or commitments to extend credit of the
Banks that have been or should in accordance with generally acceptable
accounting principles, have been classified by the Banks as nonaccrual, as
restructured, as 90 days past due, as still accruing and doubtful of
collection or any comparable classification and (B) MPF has provided to CFB
true, correct and complete in all material respects such written information
concerning the loan portfolios of the Banks as CFB has requested.
Notwithstanding any provision in Section 3.05(c) to the contrary, MPF makes
no representation or warranty with respect to the collectability of any loan.

3.06. REPORTS. Since January 1, 1994, MPF and the Subsidiaries have
filed all reports, registrations and statements, together with any amendments
required to be made with respect thereto,

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<PAGE>

that were and are required to be filed with (i) the Comptroller, (ii) the
FDIC, (iii) the Federal Reserve Board, and (iv) any other applicable federal
or state securities or bank authorities (all such reports and statements are
collectively referred to herein as the "Reports"). As of their respective
dates, the Reports filed prior to the date hereof complied in all material
respects with all of the statutes, rules and regulations enforced or
promulgated by the regulatory authority with which they were filed
(including, to the extent applicable, Rule 10b-5 promulgated under the
Exchange Act) and did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under
which they were made, not misleading.

3.07. AUTHORIZATIONS; COMPLIANCE WITH APPLICABLE LAWS.

(a) MPF and the Subsidiaries hold all authorizations, permits,
licenses, variances, exemptions, orders and approvals of all governmental
entities which are material to the operations of their respective businesses
(the "Permits "). All such Permits are in full force and effect as of the
Closing Date, and MPF and the Subsidiaries are in compliance with the terms
of the Permits, except where the failure so to comply could not reasonably be
expected to have a Material Adverse Effect. Except as disclosed in the
Reports filed prior to the date of this Agreement or in the Disclosure
Letter, the businesses of MPF and the Subsidiaries are not being, and have
not been, conducted in violation of any domestic (federal, state or local) or
foreign law, statute, ordinance or regulation of any governmental entity
(collectively "Laws"), except for possible violations which individually or
in the aggregate do not and, insofar as reasonably can be foreseen, in the
future will not, have a Material Adverse Effect. Except as set forth in the
Disclosure Letter, as of the date hereof, no investigation or review by any
governmental entity with respect to MPF, any of the Subsidiaries or any
Property (as defined below) is pending or, to the knowledge of MPF,
threatened, nor has any governmental entity indicated an intention to conduct
the same.

(b) The Disclosure Letter identifies each parcel of real estate
currently owned, leased or otherwise possessed or controlled by MPF or any
Subsidiary on the date of this Agreement, including real estate owned as a
result of foreclosure ("OREO") and properties managed or controlled by the
Banks in connection with their lending or fiduciary operations, but excluding
residential property managed or controlled in a fiduciary capacity
(collectively, the "Property"). Except as set forth in the Disclosure
Letter, neither MPF nor any Subsidiary nor any of the MPF Property owned or
leased by them for use in the operation of their respective businesses is in
violation of any applicable zoning ordinance or other law, regulation or
requirement relating to the operation of any properties used, including,
without limitation, applicable federal, state and local laws, rules and
regulations relating to the environment or to human health and safety
associated with the environment (collectively, "Environmental Laws"), other
than violations that, in the aggregate with any other conditions described in
this SECTION 3.07(b), would not have a Material Adverse Effect; and neither
MPF nor any Subsidiary has received any notice of any such violation, or the
existence of any condemnation proceeding with respect to any Property.
Except as set forth in the Disclosure Letter, no Toxic Substances (as defined
below) have been deposited or disposed of in, on or under any Property during
the period in which MPF or any of the MPF Subsidiaries has

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<PAGE>

owned, occupied, managed, controlled or operated such properties, except to
the extent the same, in the aggregate with any other conditions described in
this SECTION 3.07(b) would not have a Material Adverse Effect. Except as set
forth in the Disclosure Letter, to the best of MPF's knowledge (A) no portion
of the Property has ever been used as a dump, gasoline service station, or
dry cleaning establishment, (B) by any person, including past owners,
occupants and operators of such properties. No Toxic Substances have ever
been deposited or disposed of or allowed to be deposited or disposed of in,
on or under such properties or (C) no past, present or known future event,
condition, circumstances, plans, errors or omissions have existed or
occurred, are existing or occurring or are reasonably expected to exist or
occur on or with respect to any Property, or any other property as to which
MPF or any Subsidiary has held or currently holds ownership or indicia of
ownership ("Interested Property"), except as to the matters in CLAUSES (B)
AND (C) to the extent the same, in the aggregate with any other conditions
described in this SECTION 3.07(b), would not result in costs that would be
material to MPF and the Subsidiaries taken as a whole. There are no
underground or above ground storage tanks (whether or not currently in use)
located on or under the Property, and no underground tank previously located
on the Property has been removed therefrom. To the knowledge of MPF or the
Subsidiaries, there are no conditions or circumstances in connection with the
Property that could reasonably be anticipated to (i) cause any Property to be
subject to any restrictions on ownership, occupancy, use or transferability
under any applicable Environmental Laws or (ii) materially reduce the value
of any Property. To the knowledge of MPF or the Subsidiaries, neither MPF
nor any Subsidiary has been identified as a potentially responsible party in
a matter arising under any Environmental Laws. For purposes of this
Agreement, (1) "Toxic Substances" shall mean petroleum or petroleum-based
substance or waste, solid waste, PCBs, pesticides, herbicides, lead,
radioactive materials, asbestos or asbestos containing materials, urea
formaldehyde foam insulation, or substances defined as "hazardous substances"
or "toxic substances" in any Environmental Laws; (2) materials will be
considered to be deposited or disposed of in, on or under any real property
if such materials have been stored, treated, recycled, used or accidentally
or intentionally spilled, released, dumped, emitted or otherwise placed,
deposited or disposed of, or used in any construction, in, on or under such
property; and (3) costs of violations or conditions shall take into account,
without limitation, liabilities, damages, penalties, injunctive relief or
removal, remediation or other costs under any applicable Environmental Law.

3.08. LITIGATION AND CLAIMS. Except as disclosed in the Reports filed
prior to the date of this Agreement or in the Disclosure Letter: (a) none of
MPF, any of the Subsidiaries or any Property is subject to any continuing
order of, or written agreement or memorandum of understanding with any
federal or state banking or insurance authority or other Governmental Entity,
or any judgment, order, writ, injunction, decree or award of any Governmental
Entity or arbitrator, including, without limitation, cease-and-desist or
other orders of any banking authority, (b) there is no action, suit,
litigation, proceeding or arbitration ("Proceeding") against or affecting MPF
or any Subsidiary, to the knowledge of MPF, any directors, officers,
employees or agents of MPF or any Subsidiary (in their respective capacities
as directors, officers, employees or agents) pending or, to the knowledge of
MPF, threatened, which would, if adversely determined, have a Material
Adverse Effect or, to the knowledge of MPF, any basis therefor, and (c) there
are no uncured material violations, or violations

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<PAGE>

with respect to which material refunds or restitutions may be required, cited
in any compliance report to MPF or any Subsidiary as a result of the
examination by any bank regulatory authority.

3.09. TAXES. MPF and each Subsidiary have filed all tax returns
required to be filed by them and have paid or has set up an adequate reserve
for the payment of, all taxes required to be paid as shown on such returns,
except to the extent such nonpayment did not result in a Material Adverse
Effect and the most recent MPF financial statements contained in the Reports
reflect an adequate reserve for all taxes payable by MPF and the Subsidiaries
accrued through the date of such financial statements. The Disclosure Letter
sets forth, as of the date hereof, the following information with respect to
MPF and each Subsidiary: (a) the most recent tax year for which the United
States Internal Revenue Service ("IRS") has completed its examination of such
corporation, (b) whether there is an examination pending by the IRS with
respect to such corporation and, if so, the tax years involved, (c) whether
such corporation has executed or filed with the IRS any agreement which is
still in effect extending the period for assessment and collection of any
federal tax and, if so, the tax years covered by such agreement and the
expiration date of such extension, and (d) whether there are any existing
material disputes as to foreign, state, or local taxes. There are no liens
for taxes upon the assets of MPF or any Subsidiary, except for statutory
liens for taxes not yet delinquent or the validity of which is being
contested in good faith by appropriate proceedings and, in either case, only
if adequate reserves therefor have been established on MPF's books in
accordance with generally accepted accounting principles. Except as
disclosed in the Disclosure Letter, neither MPF nor any Subsidiary is a party
to any action or proceeding by any governmental authority for assessment and
collection of taxes, and no claim for assessment and collection of taxes has
been asserted against any of them. For the purpose of this Agreement, the
term "tax" (including, with correlative meaning, the terms "taxes" and
"taxable") shall include all federal, state, local and foreign income,
profits, franchise, gross receipts, payroll, sales, employment, use, personal
and real property, withholding, excise and other taxes, duties or assessments
of any nature whatsoever, together with all interest, penalties and additions
imposed with respect to such amounts. MPF and each Subsidiary respectively,
has withheld from its employees (and timely paid to the appropriate
governmental agency) amounts which are proper and accurate in all material
respects for all periods through the date hereof in material compliance with
all tax withholding provisions of applicable federal, state, foreign and
local laws (including without limitation income, social security and
employment tax withholding for all types of compensation). Except as
disclosed in the Disclosure Letter, neither MPF nor any Subsidiary has ever
been a member of an affiliated group of corporations (within the meaning of
Section 1504(a) of the Code) filing consolidated federal income tax returns,
other than the affiliated group of which MPF is the common parent. To the
knowledge of MPF, neither MPF nor any Subsidiary has made any payments, or
been a party to an agreement that under any circumstances could obligate it
to make payments based upon the consummation of the transactions contemplated
hereby constituting a change of the nature described in Section
280G(b)(2)(A)(i) of the Code, that are or will not be deductible because of
Section 280G of the Code.

3.10. CERTAIN AGREEMENTS. Except as discussed in the Reports filed
prior to the date of this Agreement or as disclosed in the Disclosure Letter,
and except for this Agreement and the agreements expressly contemplated
hereby, neither MPF nor any Subsidiary is a party to any oral

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or written (i) consulting agreement not terminable on 60 days' or less notice
or employment agreement or other agreement providing any term of employment,
compensation guarantee, or severance benefit, (ii) union, guild or collective
bargaining agreement, (iii) agreement or plan, including any stock option
plan, stock appreciation right plan, restricted stock plan or stock purchase
plan, any of the benefits of which will be increased, or the vesting of the
benefits of which will be accelerated, by the occurrence of any of the
transactions contemplated by this Agreement or the value of any of the
benefits of which will be calculated on the basis of the transactions
contemplated by this Agreement, (iv) contract, agreement or understanding to
repurchase assets previously sold (or to indemnify or otherwise compensate
the purchaser in respect of such assets), (v) contract containing covenants
which limit the liability of MPF or any Subsidiary to compete in any line of
business or with any person or which involve any restriction of the
geographical area in which, or method by which, MPF or any Subsidiary, as
applicable may carry on its business (other than as may be required by law or
applicable regulatory authorities), (vi) any contract, agreement or other
instrument or undertaking which is not terminable by MPF or any Subsidiary
without additional payment or penalty within 60 days and obligates MPF or any
Subsidiary for payments or other consideration with a value in excess of
$100,000, other than loan agreements entered into in the ordinary course of
business, or (vii) other executory material agreement as defined by the
instructions to Exhibit 10 under Item 601 of SEC Regulation S-K. Except as
set forth in the Disclosure Letter, neither MPF nor any of the Subsidiaries
is in Violation of any loan or credit agreement, note, mortgage, indenture or
other agreement, obligation or instrument applicable to MPF or any Subsidiary
or their respective properties or assets, except for any such Violations that
would not, individually or in the aggregate, have a Material Adverse Effect.

3.11. BENEFIT PLANS.

(a) The Disclosure Letter lists (i) each employee bonus, incentive,
deferred compensation, stock purchase, stock appreciation right, stock
option, fringe benefit and severance pay plan, (ii) each pension, profit
sharing, stock bonus, thrift, savings and employee stock ownership plan,
(iii) each health, welfare, disability, vacation, leave, perquisite or
executive plan, program, policy or practice, and (iv) every other employee
benefit plan (within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) (collectively "Benefit
Plans"), which MPF or any Subsidiary maintains or to which MPF or any
Subsidiary contributes on behalf of current or former employees. Except as
disclosed in the Disclosure Letter, all of the plans and programs listed in
the Disclosure Letter (collectively, "Benefit Plans") comply with all
applicable requirements of Internal Revenue Code, ERISA and all other
applicable federal and state laws and regulations, including without
limitation the reporting and disclosure requirements of Part 1 of Title I of
ERISA. Each of the Benefit Plans that is intended to be a pension, profit
sharing, stock bonus, thrift, savings or employee stock ownership plan that
is qualified under Section 401 (a) of the Code has been determined by the IRS
to so qualify under Section 401(a) of the Code, and, except as disclosed in
Disclosure Letter, there exist no circumstances that would adversely affect
the qualified status of any such Benefit Plan under that section. No Benefit
Plan is a "multi-employer plan" within the meaning of Section 3(37) of ERISA
or subject to the requirements of Section 412 of the Code. Except as set
forth in the Disclosure

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<PAGE>

Letter, there is no pending or, to the knowledge of MPF, threatened
litigation, governmental proceeding or investigation against or relating to
any Benefit Plan, and to the knowledge of MPF there is no reasonable basis
for any material proceedings, claims, actions or proceedings against MPF, any
Subsidiary, any Benefit Plan or any fiduciary of any such Benefit Plan.
Except as set forth in the Disclosure Letter, neither MPF, nor any
Subsidiary, nor any party in interest (as defined in Section 3(14) of ERISA
and Section 4975(e) of the Code) nor any Benefit Plan has engaged in a
"prohibited transaction" (as defined in Section 406 of ERISA and Section
4975(c) of the Code) since the date on which said sections became applicable
to such Plan, and no Benefit Plan has engaged in a transaction involving the
purchase or sale of employer securities by such Plan from or to a
"disqualified person" (within the meaning of Section 4975 of the Code). All
Benefit Plans that are group health plans, within the meaning of Section
4980B of the Code or Section 601 of ERISA, have been operated in material
compliance with the group health plan continuation coverage requirements of
Section 4980B of the Code and Section 601 of ERISA to the extent such
requirements are applicable.

(b) There has been no amendment to, written interpretation of, or
announcement (whether or not written) relating to, or any change in employee
participation or coverage under, any Benefit Plan that is not reflected in
the text of such Benefit Plan which would materially increase the expense
(whether or not such expense is recognized under generally accepted
accounting principles) to the employer whose employees are covered by such
Benefit Plan. Except as expressly provided by applicable law or the terms of
any Benefit Plan, no condition exists that would prevent the amendment or
termination of any Benefit Plan with respect to any employee. All employee
and employer contributions with respect to employees which are due and owing
as of the Closing Date pursuant to the Benefit Plans have been made or will
be accrued on the Closing Date Financial Statements and, except for such
accrued liabilities, there are as of the Closing Date no other liabilities of
MPF or any of its Subsidiaries with respect to the Benefit Plans. Neither
MPF nor any Subsidiary has any liability with respect to any employee benefit
plan sponsored by any entity which, together with MPF or any Subsidiary, is a
member of a group of corporations or entities which would be considered a
single employer within the meaning of Section 414(b), (c), (m) or (o) of the
Code.

(c) MPF has delivered to CFB copies of (i) each Benefit Plan or if no
plan document exists, a written summary of the material terms thereof, (ii)
current summary plan descriptions of each Benefit Plan for which they are
required, (iii) each trust agreement, insurance policy or other instrument
relating to the funding of any Benefit Plan, (iv) the most recent Annual
Reports (Form 5500 series) and accompanying schedules filed with the IRS or
United States Department of Labor with respect to each Benefit Plan for which
they are required, (v) the most recent determination letter issued by the IRS
with respect to each MPF Benefit Plan that is intended to qualify under
Section 401 of the Code, (vi) the most recent available financial statements
for each MPF Benefit Plan that has assets, and (vii) the most recent audited
financial statements for each Benefit Plan for which audited financial
statements are required by ERISA.

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<PAGE>

(d) The Disclosure Letter describes any obligation that MPF and/or any
Subsidiaries has to provide health and welfare benefits to retirees and other
former employees or their dependents (other than rights arising solely under
Section 601 of ERISA or Section 4980B of the Code) including information as
to the number of retirees, other former employees and dependents entitled to
such coverage and their ages.

3.12. INSURANCE. MPF and each Subsidiary is presently insured, and
during each of the past five calendar years has been insured, for reasonable
amounts with financially sound and reputable insurance companies against such
risks as, to the best knowledge of MPF, companies engaged in a similar
business would, in accordance with good business practice, customarily be
insured. MPF has delivered to CFB correct and complete copies of all
material policies of insurance of MPF and the Subsidiaries currently in
effect. Neither MPF nor any Subsidiary has any liability for material unpaid
premiums or premium adjustments not properly reflected on the Financial
Statements and no notice of cancellation or termination has been received by
MPF or any Subsidiary with respect to any material insurance policy currently
in effect. Within the last five years, neither MPF nor any Subsidiary has
been refused any insurance with respect to any assets or operations, nor has
any coverage been limited in any material respect as to any assets or
operations, by any insurance carrier to which it has applied for any such
insurance or with which it has carried insurance during the last five years.

3.13. ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as disclosed in
Reports filed prior to the date of this Agreement or in the Disclosure
Letter, and except as contemplated by this Agreement and the Plan of Merger,
from and after January 1, 1996 through the date of this Agreement: (a) MPF
and the Subsidiaries have carried on their respective businesses in the
ordinary and usual course consistent with past practices; (b) MPF has not
amended the MPF Articles; (c) MPF has not issued or sold any of its capital
stock or made grants of its capital stock, or issued or sold any corporate
debt securities or otherwise incurred debt which would be classified as
long-term debt on its balance sheet; (d) MPF has not granted any option for
the purchase of its capital stock, effected any stock split, or otherwise
changed its capitalization; (e) MPF has not declared, set aside, or paid any
dividend or other distribution in respect of its capital stock or, directly
or indirectly, redeemed or otherwise acquired any of its capital stock; (f)
neither MPF nor any Subsidiary has (1) incurred any material obligation or
liability (absolute or contingent), except obligations or liabilities
incurred in the ordinary course of business, or (2) mortgaged, pledged, or
subjected to lien, claim, security interest, charge, encumbrance or
restriction any of its assets or properties; (g) neither MPF nor any
Subsidiary has discharged or satisfied any material lien, mortgage, pledge,
claim, security interest, charge, encumbrance, or restriction or paid any
material obligation or liability (absolute or contingent), other than in the
ordinary course of business; (h) neither MPF nor any Subsidiary has sold,
assigned, transferred, leased, exchanged, or otherwise disposed of, other
than in the ordinary course of business, any of its properties or assets; (i)
neither MPF nor any Subsidiary has increased the rate of compensation of, or
paid any bonus to, any of its directors or officers, except merit or
promotion increases in accordance with existing policy; entered into any new,
or amended or supplemented any existing, employment, management, consulting,
deferred compensation, severance, or other similar contract not heretofore
provided to CFB; adopted, entered into,

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<PAGE>

terminated, amended or modified any Benefit Plan in respect of any of present
or former directors, officers or other employees; or agreed to do any of the
foregoing; (j) neither MPF nor any Subsidiary has suffered any material
damage, destruction or loss as the result of fire, explosion, earthquake,
accident, casualty, labor trouble, requisition or taking of property by any
government or any agency of any government, flood, windstorm, embargo, riot,
act of God or the enemy, or other similar or dissimilar casualty or event or
otherwise, and whether or not covered by insurance; (k) neither MPF nor any
Subsidiary has canceled or compromised any debt to an extent exceeding
$500,000 owed to MPF or any Subsidiary or claim to an extent exceeding
$500,000 asserted by MPF or any Subsidiary; (l) neither MPF nor any
Subsidiary has entered, or agreed to enter, into any agreement or arrangement
granting any right of refusal or other preferential right to purchase any of
its material assets, properties or rights or requiring the consent of any
party to the transfer and assignment of any such material assets, properties
or rights; (m) there has not been any other transaction, commitment, dispute
or other event or condition of any character (whether or not in the ordinary
course of business) individually or in the aggregate having or which, insofar
as reasonably can be foreseen, in the future is reasonably likely to have, a
Material Adverse Effect; and (n) there has not been any change in the method
of accounting or accounting practices of MPF or any of the Subsidiaries,
except as may be required by law or generally accepted accounting principles.
Except as set forth in the Disclosure, MPF has no knowledge of the announced
or anticipated resignation of any executive officer or key employee of MPF or
any of the Subsidiaries. From and after January 1, 1996 through the date of
this Agreement, no customers of MPF or any Subsidiary have indicated that
they will stop or decrease the rate of business done with MPF or any
Subsidiary (except for changes in the ordinary course of business) such as
to, individually or in the aggregate, have a Material Adverse Effect.

3.14. PROPERTIES, LEASES AND OTHER AGREEMENTS. Except as may be
reflected in the Financial Statements, for any lien for current taxes not yet
delinquent, for pledges to secure deposits and for such other liens, security
interests, claims, charges, options or other encumbrances and imperfections
of title which do not materially affect the value of personal or real
property reflected in the MPF Financial Statements or acquired since the date
of such Statements and which do not materially interfere with or impair the
present and continued use of such property, MPF and its Subsidiaries have
good title, free and clear of any liens, security interests, claims, charges,
options or other encumbrances, to all of the personal and real property
reflected in the Financial Statements, and all personal and real property
acquired since the date of such Statements, except such personal and real
property as has been disposed of in the ordinary course of business. The
Disclosure Letter lists all acquisitions or dispositions of capital assets
planned as of the date of this Agreement by MPF or any Subsidiary, other than
individual transactions with a value not in excess of $25,000 each.
Substantially all MPF's and each Subsidiary's buildings and equipment in
regular use (including such buildings and equipment as are leased) have been
well maintained and are in good and serviceable condition, reasonable wear
and tear excepted. The Disclosure Letter contains a brief description,
including terms, of each lease for real or personal property to which MPF or
any Subsidiary is a party. MPF or the applicable Subsidiary, as lessee, has
a valid and existing leasehold interest under each of such leases, true and
correct copies of which MPF has delivered to CFB. There is not, under any of
such leases relating to real property or any other material leases, any
material existing default

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<PAGE>

by MPF, the Subsidiaries or, to the knowledge of MPF, any other party
thereto, or any event with notice or lapse of time or both would constitute
such a material default.

3.15. VOTES REQUIRED. The affirmative vote of holders of a majority
of the outstanding shares of MPF Common Stock is the only vote of the holders
of any class or series of MPF capital stock necessary to approve this
Agreement and the transactions contemplated hereby.

3.16. TAX MATTERS. Neither MPF nor, to its knowledge, any of its
affiliates has taken or agreed to take any action that would prevent the
Merger from qualifying as one or more reorganizations under Section 368(a)(1)
of the Code.

3.17. VOTING AGREEMENTS. Dennis M. Mathisen, Daniel T. Lindsay and
John A. Fischer have each duly executed and delivered to CFB a written
agreement ("Shareholder Agreement") in the form to be attached hereto as
EXHIBIT 3.17. Each such agreement constitutes a valid and binding obligation
of the party thereto other than CFB, enforceable in accordance with its
terms.

3.18. AFFILIATES. The Disclosure Letter identifies persons who are
now "Affiliates" of MPF for purposes of Rule 145 under the Securities Act
("Affiliates"). MPF has advised such persons of the restrictions imposed by
applicable securities laws upon the resale of CFB Common Stock delivered in
connection with the Merger. Each person identified in such letter has
executed a written agreement substantially in the form attached as EXHIBIT
3.18 hereto.

3.19. AFFILIATE TRANSACTIONS. Except as set forth in the Disclosure
Letter, neither MPF nor any of the Subsidiaries, nor any executive officer or
director of MPF, nor any member of the immediate family of any such officer
or director (which for the purposes hereof shall mean a spouse, minor child
or adult child living at the home of any such officer or director), nor any
entity which any of such person "controls" (within the meaning of Regulation
O of the Federal Reserve Board), has any loan agreement, note or borrowing
arrangement or any other agreement with MPF or any of its Subsidiaries (other
than normal employment arrangements) or any interest in any property, real,
personal or mixed, tangible or intangible, used in or pertaining to the
business of MPF or any of the Subsidiaries.

3.20. INTEREST RATE RISK MANAGEMENT INSTRUMENTS.

(a) The Disclosure Letter sets forth a true, correct and complete list
of all interest rate swaps, caps, floors and option agreements and other
interest rate risk management arrangements to which MPF or any of the
Subsidiaries is a party or by which any of their properties or assets may be
bound. MPF has delivered or made available to CFB true, correct and complete
copies of all such interest rate risk management agreements and arrangements.

(b) All interest rate swaps, caps, floors and option agreements to
which MPF is subject and other interest rate risk management arrangements to
which MPF or any Subsidiary is a party or by which any of their respective
properties or assets may be bound were entered into in the ordinary

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course of business and, to MPF's knowledge, in accordance with prudent
banking practice and applicable rules, regulations and policies of the
regulators to which MPF is subject and with counterparties believed to be
financially responsible at the time, are legal, valid and binding obligations
enforceable in accordance with their terms, and are in full force and effect.
MPF and each of the Subsidiaries has duly performed in all material respects
all of its obligations thereunder to the extent that such obligations to
perform have accrued; and to MPF's knowledge, there are no breaches,
violations or defaults or allegations or assertions of such by any party
thereunder.

3.21. REGULATORY IMPEDIMENTS. As of the date hereof, MPF is unaware
of the existence of any factor that would materially delay or materially
hinder the issuance of any of the required regulatory approvals necessary to
consummate the Merger or the other transactions contemplated hereby, other
than any protests by any nongovernmental parties.

3.22. FULL DISCLOSURE. The representations and warranties of MPF
contained in this Agreement do not omit any material fact necessary to make
the statements contained therein, in light of the circumstances under which
they were made, not misleading. There is no fact known to MPF which has not
been disclosed to CFB pursuant to this Agreement, the Disclosure Letter and
the Reports, all taken together as a whole, which would reasonably be
expected to have a Material Adverse Effect on the ability of CFB or MPF to
consummate the transactions contemplated hereby.

3.23. NO DISCUSSIONS. As of the date of this Agreement, neither MPF
nor any Subsidiary, nor any of its or their Representatives (as defined in
SECTION 5.02(f)), are, directly or indirectly, soliciting, initiating or engaged
in any discussions or other negotiations with, or providing any information to,
any third party concerning any possible proposal regarding a Competing
Transaction (as defined in SECTION 5.02(f)).

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF CFB

CFB represents and warrants to MPF as follows:

4.01. ORGANIZATION, STANDING AND POWER. CFB is a corporation duly
organized, validly existing and in active status under the laws of the State
of Delaware and has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as now being
conducted, except where the failure to have such power or authority would not
have a material adverse effect on the business, operations, prospects or
financial condition of CFB and its Subsidiaries taken as a whole (a "CFB
Material Adverse Effect"). CFB is qualified to do business and is in good
standing in each other state or foreign jurisdiction where its ownership or
leasing of property or the conduct of its business requires it to be so
qualified and where the failure to be so qualified would have a CFB Material
Adverse Effect. CFB is registered as a bank holding company with the Federal
Reserve Board under the BHC Act. CFB has delivered to MPF true, accurate and
complete copies of the currently effective restated articles of incorporation
and bylaws of CFB, including all amendments thereto.

4.02. CFB SUBSIDIARIES. Except as set forth in the CFB Disclosure Letter
(which is a letter delivered by CFB to MPF within fifteen (15) days after the
date hereof, the receipt thereof to be acknowledged by MPF executing a copy
thereof), CFB beneficially owns, directly or indirectly, all of the shares of
the outstanding capital stock of each of the Subsidiaries listed in the CFB
Disclosure Letter (herein, called collectively the "CFB Subsidiaries" or
individually a "CFB Subsidiary"), which constitute CFB's principal operating
subsidiaries as of the date of this Agreement. No equity securities of any
of the CFB Subsidiaries are or may become required to be issued by reason of
any option, warrants, calls, rights or agreements of any character
whatsoever; there are outstanding no securities or rights convertible into or
exchangeable for shares of any capital stock of any CFB Subsidiary; and there
are no other contracts, commitments, understandings or arrangements by which
any CFB Subsidiary is bound to issue additional shares of its capital stock
or options, warrants, calls, rights or agreements to purchase or acquire any
additional shares of its capital stock. Except as provided for under any
applicable banking statute and except as set forth in the CFB Disclosure
Letter, all of the shares of capital stock of each of the CFB Subsidiaries
owned by CFB are fully paid and nonassessable (except as provided in Section
180.0622(2)(b) of the Wisconsin Business Corporation Law) and are owned by it
free and clear of any claim, lien, encumbrance or agreement with respect
thereto. Each CFB Subsidiary is a banking association or a corporation, in
each case duly organized, validly existing and in good standing or in active
status under the laws of its jurisdiction of incorporation, and has the
corporate power and authority to own or lease its properties and assets and
to carry on its business as it is now being conducted, except where the
failure to have such power or authority would not have a CFB Material Adverse
Effect. The deposits of each CFB Subsidiary that is a banking institution
and accepts deposits are insured by the FDIC to the extent provided by law.

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4.03. CAPITAL STRUCTURE. As of the date hereof, CFB has 20,000,000
shares of authorized common stock, $.01 par value, of which there were
11,438,557 shares outstanding on May 31, 1996. CFB has 2,000,000 shares of
authorized preferred stock, of which 230,000 shares of 7% cumulative
convertible preferred stock, no par value, were outstanding on May 31, 1996.
The preferred stock is issued in the form of 920,000 depository shares.
Except as contemplated in the Merger Agreements, as set forth in the CFB
Disclosure Letter or as set forth in the most recent report of CFB filed with
the SEC on Form 10-K or Form 10-Q, there are, as of the date of the Merger
Agreements, no outstanding options, warrants, calls, rights, commitments or
agreements of any character whatsoever to which CFB or any CFB Subsidiary is
a party or by which it is bound obligating CFB or any CFB Subsidiary to
issue, deliver or sell, or cause to be issued, delivered or sold, additional
shares of capital stock or any Voting Debt securities of CFB or of any CFB
Subsidiary or obligating CFB or any CFB Subsidiary to grant, extend or enter
into any such option, warrant, call, right, commitment or agreement. All
outstanding shares of CFB capital stock are, and the shares of CFB Common
Stock to be issued pursuant to or as specifically contemplated by the Merger
Agreements will be, validly issued, fully paid and nonassessable and not
subject to preemptive rights.

4.04. AUTHORITY. CFB has all requisite corporate power and authority to
enter into this Agreement and the Plan of Merger and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of
this Agreement, the Plan of Merger and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate action on the part of CFB. This Agreement and the Plan of Merger
have been duly executed and delivered by CFB, and each constitutes a valid
and binding obligation of CFB enforceable in accordance with its terms. The
execution and delivery of this Agreement and the Plan of Merger do not, and
the consummation of the transactions contemplated hereby will not, result in
any Violation pursuant to any provision of (a) the restated articles of
incorporation or bylaws of CFB or any CFB Subsidiary or (b) any loan or
credit agreement, note, mortgage, indenture, lease, Benefit Plan maintained
by CFB or other agreement, obligation, instrument, permit, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to CFB or any CFB Subsidiary or their respective properties or
assets, which Violation pursuant to this CLAUSE (b) would have a CFB Material
Adverse Effect. Other than in connection or in compliance with the
provisions of the DGCL, the banking laws of the State of Colorado, the
Securities Act, the Exchange Act, the securities or blue sky laws of the
various states, and consents, authorizations, approvals, notices or
exemptions required under the BHC Act, no consent, approval, order or
authorization of, or registration, declaration or filing with, any
Governmental Entity is required on the part of CFB or any CFB Subsidiary in
connection with the execution and delivery of this Agreement, the Plan of
Merger by CFB or the consummation by CFB or its Subsidiaries of the
transactions contemplated hereby and thereby, the failure to obtain which
would have a CFB Material Adverse Effect.

4.05. CFB FINANCIAL STATEMENTS.

(a) The consolidated balance sheets of CFB as of December 31, 1995 and
1994 and the related consolidated statements of income, consolidated
statements of cash flows and consolidated statements of stockholders' equity
for the three years in the period ended December 31, 1995,

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accompanied by the unqualified opinion of Ernst & Young, LLP, copies of which
have been furnished by CFB to MPF; the unaudited consolidated balance sheet
of CFB as of March 31, 1996 and the related consolidated statement of income,
consolidated statement of cash flows and consolidated statement of
stockholders' equity for the three months then ended, in the form prepared
for CFB's internal use, copies of which have been furnished by CFB to MPF;
and like financial information included in Forms 10-Q filed with the SEC
subsequent to the Latest Statement Date (collectively, the "CFB Financial
Statements"), have been prepared in accordance with generally accepted
accounting principles as utilized in the CFB Financial Statements applied on
a consistent basis (except as may be indicated therein or in the notes
thereto), and present fairly the consolidated financial condition of CFB at
the dates, and the consolidated results of operations, changes in
stockholders' equity and cash flows for the periods, stated therein. In the
case of interim fiscal periods, all adjustments, consisting only of normal
recurring items, which management of CFB believes necessary for a fair
presentation of such financial information, have been made, subject to
year-end audit adjustments, none of which could reasonably be expected to
have a CFB Material Adverse Effect.

(b) Except as and to the extent set forth on the consolidated balance
sheets of CFB, as of March 31, 1996, or in the notes thereto, neither CFB nor
any CFB Subsidiary has any liabilities or obligations of any nature (whether
accrued, absolute, contingent or otherwise) that would be required to be
reflected on a balance sheet, or in the notes thereto, prepared in accordance
with generally accepted accounting principles, except (i) for liabilities or
obligations incurred in the ordinary course of business since the Latest
Statement Date that would not, individually or in the aggregate, have a CFB
Material Adverse Effect; or (ii) as otherwise reflected in the CFB Reports
(as defined below) filed prior to the date of this Agreement. Except as
disclosed in the Disclosure Letter, neither CFB nor any Subsidiary has any
liabilities or obligations of any nature (whether accrued, absolute,
contingent or otherwise) that are not required to be reflected on a balance
sheet, or in the notes thereto, except for liabilities or obligations that do
not, individually or in the aggregate, have a CFB Material Adverse Effect.

(c) Without limitation to the foregoing, CFB's consolidated allowance
for losses on loans included in the Financial Statements as of March 31, 1996
was $20,072,000, representing 1.35% of its total consolidated loans held in
the portfolio. The amount of such allowance for losses on loans was adequate
to absorb reasonably expectable losses in the loan portfolios of the bank
Subsidiaries of CFB (the "CFB Banks"). To the knowledge of CFB, there are no
facts which would cause it to increase the level of such allowance for losses
on loans. The documentation relating to loans made by the CFB Banks 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., except as enforcement may be limited
by bankruptcy or similar laws or principles of equity. 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).
Except as set forth in the Disclosure Letters, (A) as of March 31, 1996,
there are no loans, leases, other extensions of credit or commitments to
extend credit of the CFB Banks that have been

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or should in accordance with generally acceptable accounting principles, have
been classified by the CFB Banks as nonaccrual, as restructured, as ninety
(90) days past due, as still accruing and doubtful of collection or any
comparable classification; and (B) CFB has provided to MPF true, correct and
complete in all material respects such written information concerning the
loan portfolios of the CFB Banks as MPF has requested.

4.06. REPORTS. Since January 1, 1994, CFB and the CFB Subsidiaries have
filed all reports, registrations and statements, together with any amendments
required to be made with respect thereto, that were and are required to be
filed with (i) the SEC, including but not limited to Forms 10-K, Forms 10-Q,
Forms 8-K and proxy statements, (ii) the Federal Reserve Board, (iii) the
Comptroller of the Currency, (iv) the FDIC and (v) any other applicable
federal or state securities or banking authorities (all such reports and
statements are collectively referred to herein as the "CFB Reports"). As of
their respective dates, the CFB Reports filed prior to the date hereof
complied and will comply in all material respects with all of the statutes,
rules and regulations enforced or promulgated by the regulatory authority
with which they were filed (including, to the extent applicable, Rule 10b-5
promulgated under the Exchange Act) and did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

4.07. AUTHORIZATIONS; COMPLIANCE WITH APPLICABLE LAWS.

(a) CFB and the CFB Subsidiaries hold all authorizations, permits,
licenses, variances, exemptions, orders and approvals of all governmental
entities which are material to the operation of the businesses of CFB and the
CFB Subsidiaries taken as a whole (the "CFB Permits"). CFB and the CFB
Subsidiaries are in compliance with the terms of the CFB Permits, except
where the failure so to comply could not reasonably be expected to have a CFB
Material Adverse Effect. Except as disclosed in the CFB Reports filed prior
to the date of this Agreement or the CFB Disclosure Letter, the businesses of
CFB and the CFB Subsidiaries are not being conducted in violation of any
laws, except for possible violations which individually or in the aggregate
do not, and, insofar as reasonably can be foreseen, in the future will not,
have a CFB Material Adverse Effect. Except as set forth in the CFB
Disclosure Letter, as of the date hereof, no investigation or review by a
governmental entity with respect to CFB or to any of the CFB Subsidiaries
that would cause a CFB Material Adverse Effect is pending or, to the
knowledge of CFB, threatened, nor has any governmental entity indicated an
intention to conduct the same.

(b) Except as set forth in the CFB Disclosure Letter, neither CFB nor any
CFB Subsidiary nor any of the CFB Property owned or leased by them for use in
the operation of their respective businesses is in violation of any applicable
zoning ordinance or other law, regulation or requirements relating ro the
operation of any properties used, including, without limitation, applicable
federal, state, and local laws, rules and regulations relating to the
environment or to human health and safety associated with the environment
(collectively, "Environmental Laws"), other than violations that, in the
aggregate with any other conditions described in this SECTION 4.07(b), would not
have a CFB Material Adverse Effect; and neither CFB nor any CFB Subsidiary

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has received any notice of any such violation, or the existence of any
condemnation proceeding with respect to any real estate currently owned,
leased or otherwise possessed or controlled by CFB or any CFB Subsidiary,
including real estate owned as a result of foreclosure ("OREO") and
properties managed or controlled by CFB Banks in connection with their
lending or fiduciary operations, but excluding residential property managed
or controlled in a fiduciary capacity (collectively the "CFB Property").
Except as set forth in the CFB Disclosure Letter, no Toxic Substances have
been deposited or disposed of in, on or under any CFB Property during the
period in which CFB or any of the CFB Subsidiaries has owned, occupied,
managed, controlled or operated such properties, except to the extend the
same, in the aggregate with any other conditions described in this SECTION
4.07(b) would not have a CFB Material Adverse Effect. Except as set forth in
the CFB Disclosure Letter, to the best of CFB's knowledge (A) no portion of
the CFB Property has ever been used as a dump, gasoline service station, or
dry cleaning establishment,; (B) by any person, including past owners,
occupants and operators of such properties. No Toxic Substances have ever
been deposited or disposed of or allowed to be deposited or disposed of in,
on or under such properties; or (C) no past, present or known future event,
condition, circumstances, plans, errors or omissions have existed or
occurred, are existing or occurring or are reasonably expected to exist or
occur on or with respect to any CFB Property, or any other property as to
which CFB or any CFB Subsidiary has held or currently holds ownership or
indicia of ownership ("CFB Interested Property"), except as to the matters in
CLAUSES (B) AND (C) to the extent the same, in the aggregate with any other
conditions described in this SECTION 4.07(b), would not result in costs that
would be material to CFB and the CFB Subsidiaries taken as a whole. There
are no underground or above ground storage tanks (whether or not currently in
use) located on or under the CFB Property that could reasonably be
anticipated to (i) cause any CFB Property to be subject to any restrictions
on ownership, occupancy, use or transferability under any applicable
Environmental Laws; or (ii) materially reduce the value of any CFB Property.
To the knowledge of CFB or the CFB Subsidiaries, neither CFB nor any CFB
Subsidiary has been identified as a potentially responsible party in a matter
arising under any Environmental Laws.

4.08. LITIGATION AND CLAIMS. Except as disclosed in the CFB Reports
filed prior to the date of this Agreement or in the CFB Disclosure Letter,
(a) none of CFB, any of the CFB Subsidiaries or any CFB Property is subject
to any continuing order of, or written agreement or memorandum of
understanding with any federal or state banking or insurance authority or
other governmental entity, or any judgment, order, writ, injunction, decree
or award of any governmental entity or arbitrator, including, without
limitation, cease-and-desist or other orders of any banking authority; (b)
there is no proceeding against or affecting CFB or any CFB Subsidiary, to the
knowledge of CFB, any directors, officers, employees or agents of CFB or any
CFB Subsidiary (in their respective capacities as directors, officers,
employees or agents) pending or, to the knowledge of CFB, threatened, which
would, if adversely determined, have a CFB Material Adverse Effect or, to the
knowledge of CFB, any basis therefor; and (c) there are no uncured material
violations, or violations with respect to which material refunds or
restitutions may be required, cited in any compliance report to CFB or any
CFB Subsidiary as a result of the examination of any bank regulatory
authority.

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4.9. TAXES. CFB and each CFB Subsidiary have filed all tax returns
required to be filed by them and have paid or has set up an adequate reserve
for the payment of all taxes required to be paid as shown on such returns,
except to the extent such nonpayment did not result in a CFB Material Adverse
Effect and the most recent CFB financial statements contained in the CFB
Reports reflect an adequate reserve for all taxes payable by CFB and the CFB
Subsidiaries accrued through the date of such financial statements. The CFB
Disclosure Letter sets forth, as of the date hereof, the following
information with respect to CFB and each CFB Subsidiary: (a) the most recent
tax year for which the United States Internal Revenue Service("IRS") has
completed its examination of such corporation; (b) whether there is an
examination pending by the IRS with respect to such corporation and, if so,
the tax years involved; (c) whether such corporation has executed or filed
with the IRS any agreement which is still in effect extending the period for
assessment and collection of any federal tax and, if so, the tax years
covered by such agreement and the expiration date of such extension; and (D)
whether there are any existing material disputes as to foreign, state, or
local taxes. There are no liens for taxes upon the assets of CFB or any CFB
Subsidiary, except for statutory liens for taxes not yet delinquent or the
validity of which is being contested in good faith by appropriate proceedings
and, in either case, only if adequate reserves therefor have been established
on CFB's books in accordance with generally accepted accounting principles.
Except as disclosed in the CFB Disclosure Letter, neither CFB nor any CFB
Subsidiary is a party to any action or proceeding by any governmental
authority for assessment and collection of taxes, and no claim for assessment
and collection of taxes has been asserted against any of them. For the
purpose of this Agreement, the term "tax" (including, with correlative
meaning, the terms "taxes" and "taxable") shall include all federal, state,
local and foreign income, profits, franchise, gross receipts, payroll, sales,
employment, use, personal and real property, withholding, excise and other
taxes, duties or assessments of any nature whatsoever together with all
interest, penalties and additions imposed with respect to such amounts. CFB
and each CFB Subsidiary respectively, has withheld from its employees (and
timely paid to the appropriate governmental agency) amounts which are proper
and accurate in all material respects for all periods through the date hereof
in material compliance with all tax withholding provisions of applicable
federal, state, foreign and local laws (including without limitation income,
social security and employment tax withholding for all types of
compensation). Except as disclosed in the CFB Disclosure Letter, neither CFB
nor any CFB Subsidiary has ever been a member of an affiliated group of
corporations (within the meaning of Section 1504(a) of the Code) filing
consolidated federal income tax returns, other than the affiliated group of
which CFB is the common parent. To the knowledge of CFB, neither CFB nor any
CFB Subsidiary has made any payments, or been a party to an agreement that
under any circumstances could obligate it to make payments based upon the
consummation of the transactions contemplated hereby constituting a change of
the nature described in Section 280G(b)(2)(A)(i) of the Code, that are or
will not be deductible because of Section 280G of the Code.

4.10. CERTAIN AGREEMENTS. Except as discussed in the CFB Reports
filed prior to the date of this Agreement or as disclosed in the CFB
Disclosure Letter, and except for this Agreement and the agreements expressly
contemplated hereby, neither CFB nor any CFB Subsidiary is a party to any
oral or written (i) contract, agreement or understanding to repurchase assets
previously sold (or to indemnify or otherwise compensate the purchaser in
respect of such assets); (ii) contract

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containing covenants which limit the liability of CFB or any CFB Subsidiary
to compete in any line of business or with any person or which involve any
restriction of the geographical area in which, or method by which, CFB or any
CFB Subsidiary, as applicable may carry on its business (other than as may be
required by law or applicable regulatory authorities); or (iii) other
executory material agreement as defined by the instructions to Exhibit 10
under Item 601 of SEC Regulation S-K. Except as set forth in the CFB
Disclosure Letter, neither CFB nor any of the CFB Subsidiaries in Violation
of any loan or credit agreement, note, mortgage, indenture or other
agreement, obligation or instrument applicable to CFB or any CFB Subsidiary
or their respective properties or assets, except for any such Violations that
would not, individually or in the aggregate, have a CFB Material Adverse
Effect.

4.11. INSURANCE. CFB and each CFB Subsidiary is presently insured, and
during each of the past five (5) calendar years has been insured, for
reasonable amounts with financially sound and reputable insurance companies
against such risks as, to the best knowledge of CFB, companies engaged in a
similar business would, in accordance with good business practice,
customarily be insured. CFB will deliver to MPF as requested correct and
complete copies of all material policies of insurance of CFB and the CFB
Subsidiaries currently in effect. Neither CFB nor any CFB Subsidiary has any
liability for material unpaid premiums or premium adjustments not properly
reflected on the CFB Financial Statements and no notice of cancellation or
termination has been received by CFB or any CFB Subsidiary with respect to
any material insurance policy currently in effect. Except as disclosed in
the CFB Disclosure Letter within the last five (5), neither CFB nor any CFB
Subsidiary has been refused any insurance with respect to any assets or
operations, nor has any coverage been limited in any material respect as to
any assets or operations, by any insurance carrier to which it has applied
for any such insurance or with which it has carried insurance during the last
five years.

4.12. ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as disclosed in
the CFB Reports filed prior to the date of this Agreement or in the CFB
Disclosure Letter, and except as contemplated by this Agreement and the Plan
of Merger, from and after January 1, 1996 through the date of this Agreement:
(a) CFB and the CFB Subsidiaries have conducted their respective businesses
only in the ordinary and usual course consistent with past practice, (b) CFB
has not declared, set aside or paid any dividend or other distribution in
respect to any of CFB's capital stock, except for regular quarterly cash
dividends not exceeding $.14 per share on CFB Common Stock and regular
quarterly cash dividends not exceeding $.4375 per share on CFB preferred
stock depository shares with usual record and payment dates for such
dividends, (c) there has not been any transaction, commitment, dispute or
other event or condition of any character (whether or not in the ordinary
course of business) individually or in the aggregate having or which, insofar
as reasonably can be foreseen, in the future is reasonably likely to have, a
CFB Material Adverse Effect and (d) there has not been any material change in
the method of accounting or accounting practices of CFB and the CFB
Subsidiaries, except as requested by law or generally accepted accounting
principles.

4.13. PROPERTIES, LEASES AND OTHER AGREEMENTS. Except as may be
reflected in the CFB Financial Statements, for any lien for current taxes not
yet delinquent, for pledges to secure deposits

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and for such other liens, security interests, claims, charges, options or
other encumbrances and imperfections of title which do not materially affect
the value of personal or real property reflected in the CFB Financial
Statements or acquired since the date of such Statements and which do not
materially interfere with or impair the present and continued use of such
property, CFB and its CFB Subsidiaries have good title, free and clear of any
liens, security interests, claims, charges, options or other encumbrances, to
all of the personal and real property reflected in the CFB Financial
Statements, and all personal and real property acquired since the date of
such Statements, except such personal and real property as has been disposed
of in the ordinary course of business. The CFB Disclosure Letter lists all
acquisitions or dispositions of capital assets planned as of the date of this
Agreement by CFB or any CFB Subsidiary, other than individual transactions
with a value not in excess of $25,000 each. Substantially all CFB's and each
CFB Subsidiary's buildings and equipment in regular use (including such
buildings and equipment as are leased) have been well maintained and are in
good and serviceable condition, reasonable wear and tear excepted. The CFB
Disclosure Letter contains a brief description including terms, of each lease
for real or personal property to which CFB or any CFB Subsidiary is a party.
CFB or the applicable CFB Subsidiary, as lessee, has a valid and existing
leasehold interest under each of such leases, true and correct copies of
which CFB has delivered to MPF. There is not, under any of such leases
relating to real property or any other material leases, any material existing
default by CFB, the CFB Subsidiaries or, to the knowledge of CFB, any other
party thereto, or any event with notice of lapse of time or both would
constitute such a material default.

4.14. VOTES REQUIRED. The affirmative vote of holders of a majority
of the outstanding shares of CFB Common Stock is the only vote of the holders
of any class or series of CFB capital stock necessary to approve this
Agreement and the transactions contemplated hereby, including an amendment to
the articles of incorporation increasing the authorized capital stock..

4.15. TAX MATTERS. To the knowledge of CFB, neither CFB nor any of
its affiliates has through the date hereof taken or agreed to take any action
that would prevent the Merger from qualifying as one or more reorganizations
under Section 368(a)(1)(A) of the Code.

4.16. AFFILIATE TRANSACTIONS. Except as set forth in the CFB
Disclosure Letter, neither CFB nor any of the CFB Subsidiaries, nor any
executive officer or director of CFB, nor any member of the immediate family
of any such officer or director (which for the purposes hereof shall mean a
spouse, minor child or adult child living t the home of any such officer or
director), nor any entity which any of such person "controls" (within the
meaning of Regulation O of the Federal Reserve Board) has any loan agreement,
note or borrowing arrangement or any other agreement with CFB or any of its
Subsidiaries (other than normal employment arrangements) or any interest in
any property, real, personal or mixed, tangible or intangible, used in or
pertaining to the business of CFB or any of the Subsidiaries.

4.17. REGULATORY IMPEDIMENTS. As of the date hereof, CFB is unaware of
the existence of any factor that would materially delay or materially hinder the
issuance of any of the required

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regulatory approvals necessary to consummate the Merger or the other
transactions contemplated hereby, other than any protests by any
nongovernmental parties.

4.18. FULL DISCLOSURE. The representations and warranties of CFB
contained in this Agreement do not omit any material fact necessary to make
the statements contained therein, in light of the circumstances under which
they were made, not misleading. There is no fact known to CFB which has not
been disclosed to MPF pursuant to this Agreement, the CFB Disclosure Letter
and the CFB Reports, all taken together as a whole, which would reasonably be
expected to have a CFB Material Adverse Effect or a material adverse effect
on the ability of CFB or MPF to consummate the transactions contemplated
hereby.

ARTICLE V
COVENANTS OF MPF

5.1. AFFIRMATIVE COVENANTS. MPF hereby covenants and agrees with CFB
that prior to the Effective Time or until the earlier termination or
abandonment of this Agreement in accordance with its terms, unless the prior
written consent of CFB shall have been obtained (which consent shall not be
unreasonably withheld) and except as otherwise contemplated herein, it will
and will cause its Subsidiaries to:

(a) except for the anticipated acquisition of Charter Bancorporation
and High Plains Bank Corp. ("Scheduled Acquisitions") operate its business
only in the usual, regular and ordinary course consistent with past practices;

(b) preserve substantially intact its business organization and assets
(except for acquisitions and dispositions of assets in the ordinary course of
business consistent with past practices, unless otherwise required by the
terms of this Agreement), and maintain its rights and franchises, and use its
reasonable best efforts to retain the services of its officers and key
employees (except that it shall have the right to terminate the employment of
any officer or key employee in accordance with established employment
procedures) and maintain its relationships with customers;

(c) maintain and keep its properties in as good repair and condition as
at present, except for depreciation due to ordinary wear and tear;

(d) keep in full force and effect, insurance and bonds comparable in
amount and scope of coverage to that now maintained by it;

(e) perform in all material respects all obligations required to be
performed by it under all material contracts, leases, and documents relating
to or affecting its assets, properties, and business;

(f) comply with and perform in all material respects all material
obligations and duties imposed upon it by all Laws; and

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(g) notify CFB immediately by telephone, and thereafter promptly
confirm in writing, if any of the matters described in SECTION 5.02(f)
occurs, whether as a result of action by MPF, any Subsidiary or any
Representatives (as defined therein) of MPF, or if any person makes any offer
or other proposal concerning a Competing Transaction (as defined in SECTION
5.02(f)); such notice shall include the name of any person other than MPF, a
Subsidiary and their Representatives involved in such matter and, after
receipt of any written offer or proposal from such person, a copy of any
written offers, proposals, agreements or other documents with respect to such
offer or proposal.

5.2. NEGATIVE COVENANTS. Except as specifically contemplated by this
Agreement, from the date hereof until the Effective Time, MPF shall not do,
or permit any of the Subsidiaries to do, without the prior written consent of
CFB (which shall not be unreasonably withheld), any of the following:

(a) incur any material liabilities or material obligations, whether
directly or by way of guaranty, including any obligation for borrowed money
whether or not evidenced by a note, bond, debenture or similar instrument,
except in the ordinary course of business consistent with past practice;

(b) (i) grant any general increase in compensation to its employees as
a class, or to its officers or directors, except in accordance with past
practice or as required by law, or increases which are not material, (ii)
effect any change in retirement benefits to any class of employees or
officers (unless any such change shall be required by applicable law) which
would increase its retirement benefit liabilities, (iii) adopt, enter into,
amend or modify any Benefit Plan, or (iv) enter into or amend any employment,
severance or similar agreements or arrangements with any directors or
officers or former directors or officers;

(c) declare or pay any dividend on, or make any other distribution in
respect of its outstanding shares of capital stock, except cash dividends by
a wholly-owned Subsidiary of MPF;

(d) (i) except for the Scheduled Acquisitions, redeem, purchase or
otherwise acquire any shares of its capital stock or any securities or
obligations convertible into or exchangeable for any shares of its capital
stock, or any options, warrants, conversion or other rights to acquire any
shares of its capital stock or any such securities or obligations; (ii) merge
with or into any other corporation or bank, permit any other corporation or
bank to merge into it or consolidate with, any other corporation or bank, or
effect any reorganization or recapitalization; (iii) purchase or otherwise
acquire any substantial portion of the assets, or more than 5% of any class
of stock, of any corporation, bank, or other business; (iv) liquidate, sell,
dispose of, or encumber any assets or acquire any assets, except in the
ordinary course of its business consistent with past practice; or (v) split,
combine or reclassify any of its capital stock or issue or authorize or
propose the issuance of any other securities in respect of, in lieu of or in
substitution for shares of its capital stock;

(e) except in connection with the Scheduled Acquisitions, issue,
deliver, award, grant or sell, or authorize or propose the issuance,
delivery, award, grant or sale of, any shares of its capital

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stock of any class (including shares held in treasury), any Voting Debt or
any securities convertible into, or any rights, warrants or options to
acquire, any such shares, Voting Debt or convertible securities, other than
issuances by a wholly-owned Subsidiary of its capital stock to its parent;

(f) initiate, solicit or encourage (including by way of furnishing
information or assistance), 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 Competing Transaction (as such term is defined
below), or negotiate with any person in furtherance of such inquiries or to
obtain a Competing Transaction, or agree to or endorse any Competing
Transaction, or authorize or permit any of its officers, directors or
employees or any investment banker, financial advisor (including Piper
Jaffray Inc.), attorney, accountant or other representative retained by it or
any of the Subsidiaries ("Representatives") to take any such action and MPF
shall promptly notify CFB orally and in writing of all of the relevant
details relating to all inquiries and proposals which it may receive relating
to any of such matters. For purposes of this Agreement, "Competing
Transaction" shall mean any of the following involving MPF or any of the
Subsidiaries: any actual or proposed merger, consolidation, share exchange
or other business combination; a sale, lease, exchange, mortgage, pledge,
transfer or other disposition of a substantial portion of the consolidated
assets of MPF and the Subsidiaries; a sale of shares of voting capital stock
constituting more than 10% of the voting capital stock of MPF (or securities
convertible or exchangeable into or otherwise evidencing, or any agreement or
instrument evidencing, the right to acquire such voting capital stock); a
tender offer or exchange offer for at least 10% of the outstanding shares of
Common Stock or MPF Common Stock; a solicitation of proxies in opposition to
approval of the Merger by MPF's stockholders; or a public announcement of a
BONA FIDE proposal, plan or intention to do any of the foregoing;

(g) other than (i) acquisitions described in SECTION 5.02(g) of the
Disclosure Schedule, as the case may be, or (ii) acquisitions which may be
mutually agreed to by the parties, MPF shall not, nor shall permit any of the
Subsidiaries 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
Subsidiaries 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 MPF assets in each
case in the ordinary course of business;

(h) propose or adopt any amendments to its corporate charter or bylaws
in any way adverse to CFB;

(i) authorize, recommend, propose or announce an intention to
authorize, recommend or propose, or enter into an agreement in principle with
respect to any acquisition of a material amount of assets or securities or
any release or relinquishment of any material contract rights not in the
ordinary course of business;

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(j) with respect to properties leased by MPF or any of the
Subsidiaries, renew, exercise an option to extend, cancel or surrender any
lease of real property or allow any such lease to lapse, without prior
consultation with CFB;

(k) change any of its methods of accounting in effect at December 31,
1995, or change any of its methods of reporting income or deductions for
federal income tax purposes from those employed in the preparation of the
federal income tax returns for the taxable year ending July 31, 1995, except
as may be required by law or generally accepted accounting principles;

(l) take action which would or is reasonably likely to (i) adversely
affect the ability of CFB or MPF to obtain any necessary approvals of
governmental authorities required for the transactions contemplated hereby;
(ii) adversely affect MPF's respective ability to perform its covenants and
agreements under this Agreement; or (iii) result in any of the conditions to
the Mergers set forth in ARTICLE VIII not being satisfied or in a violation
of any provision of the Voting Agreements;

(m) change the lending, investment, liability management and other
material policies concerning the banking business of MPF and the
Subsidiaries, unless required by Law or order or unless such change does not
cause a Material Adverse Effect;

(n) purchase, renew or otherwise acquire any investment security for its
own account, except debt obligations issued by the United States Treasury
Department having a maturity at issuance of not more than three years;

(o) (A) make, or agree to make, any fully secured loan or increase any
existing fully secured loan for an amount in excess of $500,000, 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 $100,000 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) 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. With respect to any CFB consent required by this SECTION 5.02(o), 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);

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(p) pay any fees of any legal counsel, tax adviser or certified public
accountants retained in connection with the Merger, including Sherman &
Howard and Arthur Andersen LLP, calculated on a basis other than an hourly
basis at the maximum rates per hour set forth in the Disclosure Letter, with
bills detailing such hours and hourly charges to be submitted to MPF (and a
copy provided to CFB) prior to the Effective Time or pay any fees of an
agent, broker, investment banker, or financial advisor, including Piper
Jaffray Inc., otherwise than in accordance with SECTION 7.05;

(q) except for the Scheduled Acquisitions and the minority shares of
Equity Lending, Inc. purchase any equity securities; or

(r) agree in writing or otherwise to do any of the foregoing.

5.03. LETTERS OF ACCOUNTANTS. At the request of CFB, MPF shall use its
best efforts to cause to be delivered to CFB "cold comfort" letters of Arthur
Andersen LLP, dated the date on which the S-4 (as defined below) shall become
effective and the Closing Date, respectively, and addressed to CFB, in form
and substance reasonably satisfactory to CFB and reasonably customary in
scope and substance for letters delivered by independent public accountants
in connection with registration statements similar to the S-4 and
transactions such as those contemplated by the Merger Agreements. From and
after the date of this Agreement, neither MPF nor any of the Subsidiaries
shall take any action which, with respect to MPF, would disqualify the Merger
as a "pooling of interests" for accounting purposes.

5.04. ACCESS AND INFORMATION. Except where prohibited by law, upon
reasonable prior notice, MPF shall (and shall cause the Subsidiaries to)
afford to CFB's officers, employees, accountants, counsel and other
representatives, access, from time to time during normal business hours
during the period prior to the Effective Time, to all books, papers and
records relating to the assets, stock, properties, operations, obligations
and liabilities of MPF and the Subsidiaries, including without limitation all
books of account, tax records, minute books of directors' and stockholders'
meetings, contracts and agreements, filings with any regulatory authority,
accountants' work papers, litigation files (other than attorney work product
or materials protected by any attorney-client privilege), documents relating
to assets and title thereto, plans affecting employees, securities transfer
records and stockholder lists, and any books, papers and records relating to
other assets, business activities or prospects in which CFB may have a
reasonable interest. including without limitation, its interest in planning
for integration and transition with respect to the business of MPF and the
Subsidiaries. During such period, MPF will cause one or more of its
representatives to confer on a regular and frequent basis with
representatives of CFB, to report on the general status of its ongoing
operations and to consult as to the making of any decisions or the taking of
any actions in matters other than in the ordinary course of business. During
such period, MPF shall (and shall cause each of the Subsidiaries to), except
where prohibited by law, furnish promptly to CFB (i) a copy of each Report
filed or received by it during such period pursuant to the requirements of
federal securities laws, the BHC Act and any other federal or state banking
laws promptly after such documents are available, (ii) the monthly financial
statements of MPF and the Subsidiaries (as prepared by MPF in accordance with
its normal accounting procedures) promptly after such financial

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statements are available, (iii) a summary of any action taken by the Board of
Directors, or any committee thereof, of MPF, (iv) minutes of the MPF Board of
Directors meetings and the reports of management of MPF and each of the
Subsidiaries customarily provided to their respective Boards of Directors,
and (v) all other information concerning its business, properties and
personnel as CFB may reasonably request. During such period, MPF shall, and
shall cause the Subsidiaries to, instruct its officers, employees, counsel
and accountants to be available for, and respond to any questions of, CFB's
officers, employees, accountants, counsel and other representatives at
reasonable hours and with reasonable notice by CFB to such individuals, and
to cooperate fully with CFB in planning for the integration of the business
of MPF and the Subsidiaries with the business of CFB and its Subsidiaries.

5.05. UPDATE DISCLOSURE: BREACHES.

(a) From and after the date hereof until the Effective Time, MPF shall
promptly, but not less frequently than monthly, update the Disclosure Letter
by notice to CFB to reflect any matters which have occurred from and after
the date hereof which, if existing on the date hereof, would have been
required to be described therein; provided, however, that no such update
shall affect the conditions to the obligation of CFB to consummate the
transactions contemplated hereby, and any and all changes reflected in any
such update shall be considered in determining whether such conditions have
been satisfied.

(b) MPF shall, in the event it becomes aware of the impending or
threatened occurrence of any event or condition which would cause or
constitute a material breach (or would have caused or constituted a breach
had such event occurred or been known prior to the date hereof) of any of its
representations or agreements contained or referred to herein or which would
cause any of the conditions to the obligations of any party set forth in
ARTICLE VIII not to be satisfied, give prompt written notice thereof to CFB
and use its best efforts to prevent or promptly remedy the same.

5.6. AFFILIATES; TAX TREATMENT.

(a) MPF shall cause any person who becomes an Affiliate of MPF after
the date hereof, by virtue of becoming a director or officer of MPF or any
Subsidiary, and shall use its best efforts to cause any other person who
becomes an Affiliate of MPF after the date hereof, and on or prior to the
Closing Date, to deliver to CFB a written agreement substantially in the form
attached as EXHIBIT 3.18 hereto as soon as practicable after attaining such
status and advise such person of the restrictions imposed by applicable
securities laws upon the resale of CFB Common Stock delivered in connection
with the Merger.

(b) MPF will use its best efforts to cause the Mergers to qualify as
one or more reorganizations under Section 368(a)(1) of the Code.

5.07. DISSENT PROCESS. MPF will give to CFB prompt notice of its receipt
of any written notice relating to the exercise of dissenters' rights granted
under Section 262 of the DGCL, including

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the name of the dissenting stockholder and the number of shares of stock to
which the dissent relates. CFB will have the right to participate in all
negotiations and proceedings with the MPF stockholders relating to any such
notice or the exercise of such rights, and except as required by law, MPF
will not make any payment with respect to, or settle or offer to settle, any
dissent demands without the prior written consent of CFB.

5.08. EXPENSES.

(a) "Expenses" as used in this Agreement shall include all reasonable
out-of-pocket expenses (including all fees and expenses of counsel,
accountants, investment bankers, experts and consultants to the party and its
affiliates) incurred by a party or on its behalf in connection with the
consummation of the transactions contemplated by this Agreement.

(b) Except as otherwise provided herein, all Expenses incurred by CFB
and MPF in connection with or related to the authorization, preparation and
execution of this Agreement and the Plan of Merger, the solicitation of
stockholder approvals and all other matters related to the closing of the
transactions contemplated hereby, including all fees and expenses of agents,
representatives, counsel and accountants employed by either such party or its
affiliates, shall be borne solely and entirely by the party which has
incurred the same, except that the parties shall share equally in the expense
of printing the S-4 and the Proxy Statement (as defined below) and the
expense of all SEC and other regulatory filing incurred in connection
herewith.

5.09. DELIVERY OF SHAREHOLDER LISTS. MPF shall arrange to have its
transfer agent deliver to CFB or its designee, from time to time prior to the
Closing Date, a true and complete list setting forth the names and addresses
of all its stockholders of record, their holdings of such stock as of the
latest practicable date, and such other stockholder information as is
reasonably available that CFB may reasonably request.

5.10. SHAREHOLDER MEETINGS. MPF shall call a meeting of its stockholders
for the purpose of voting upon the Merger Agreements and related matters, and
deliver notice of such meeting, as part of the Proxy Statement (as defined
below) to MPF stockholders in accordance with applicable law and the
certificate. MPF shall coordinate and cooperate with CFB with respect to the
timing of such meeting and shall use its best efforts to hold such meeting as
soon as practicable after the date hereof. Unless otherwise required by law,
MPF shall not, at such stockholders' meeting, submit any other matter for
approval of its stockholders (except with the prior written consent of CFB).
MPF will, through its Board of Directors, (i) unanimously recommend to its
stockholders approval of such matters, (ii) not withdraw, modify or amend
such recommendations, and (iii) use its best efforts to obtain such
stockholder approval.

5.11. ACQUISITIONS OF REAL ESTATE. During the period prior to the
Effective Time, MPF shall cause each Subsidiary that proposes to acquire
ownership or possession of any real property (other than single family
residential real property), through foreclosure or repossession or otherwise,
to conduct an environmental assessment of such property meeting the
requirements described in

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SECTION 7.03 and any further environmental investigation, sampling or
analysis reasonably required to ensure that such Subsidiary shall not acquire
ownership or possession of any real property that is reasonably likely to
cause the Subsidiary to be subject to or incur any liabilities, damages,
penalties or removal, remediation or other costs as a result of its ownership
or control of the property that will exceed the value of the property.

5.12. PROCESSING CONTRACTS. As soon as reasonably practicable after the
date hereof, MPF will give notice to the other parties under such of MPF's
agreements for credit card and merchant processing services, trust processing
services and data processing services as CFB may designate as to the intended
termination of such parties' respective agreements as soon as reasonably
practicable after, and contingent on, the Merger. MPF will cooperate with
CFB in using its best efforts to minimize any termination penalties under
such agreements.

5.13. BENEFIT PLANS. MPF and its Subsidiaries will, to the extent
legally permissible, take all action necessary or required (i) to terminate
or amend, if requested by CFB, 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.

ARTICLE VI
COVENANTS OF CFB

6.01. AFFIRMATIVE COVENANTS. CFB hereby covenants and agrees with MPF
that prior to the Effective Time, unless the prior written consent of MPF
shall have been obtained (which consent shall not be unreasonably withheld)
and except as otherwise contemplated herein, it will cause the CFB
Subsidiaries to:

(a) operate its business only in the usual, regular and ordinary course
consistent with past practices, including acquisition of additional
institutions;

(b) preserve substantially intact its business organization and assets
(except for acquisitions and dispositions of assets in the ordinary course of
business consistent with past practices), and maintain its rights and
franchises, and use its reasonable best efforts to retain the services of its
officers and key employees (except that it shall have the right to terminate
the employment of any officer or key employee in accordance with established
employment procedures) and maintain its relationships with customers;

(c) maintain its corporate existence in good standing and maintain all
books and records in accordance with accounting principles and practices as
utilized in the CFB Financial Statements

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applied on a consistent basis, except as may be required to implement changes
in generally accepted accounting principles;

(d) keep in full force and effect, insurance and bonds comparable in
amount and scope of coverage to that now maintained by it;

(e) perform in all material respects all obligations required to be
performed by it under all material contracts, leases, and documents relating to
or affecting its assets, properties, and business; and

(f) conduct its business in a manner that does not violate any Laws,
except for possible violations which individually or in the aggregate do not,
and, insofar as reasonably can be foreseen, in the future will not, have a CFB
Material Adverse Effect.

6.02. NEGATIVE COVENANTS. Except as specifically contemplated by this
Agreement, from the date hereof until the Effective Time, CFB shall not do,
or agree or commit to do, or permit any of its Subsidiaries to do, without
the prior written consent of MPF (which shall not be unreasonably withheld)
any of the following:

(a) propose or adopt any amendments to its corporate charter or bylaws in
any way adverse to MPF; provided, however, that any amendment to the bylaws of
CFB to increase the size of its Board of Directors shall not be deemed adverse
to MPF and any amendment to the Restated articles of incorporation of CFB
effected solely by action of the Board of Directors of CFB shall not be deemed
adverse to MPF;

(b) take action which would or is reasonably likely to (i) adversely
affect the ability of CFB or MPF to obtain any necessary approvals of
governmental authorities required for the transactions contemplated hereby;
(ii) adversely affect CFB's ability to perform its covenants and agreements
under this Agreement; or (iii) result in any of the conditions to the Merger set
forth in ARTICLE VIII not being satisfied;

(c) change any of its methods of accounting in effect at December 31,
1995, or change any of its methods of reporting income or deductions for federal
income tax purposes from those employed in the preparation of the federal income
tax returns for the taxable year ending December 31, 1995, except as may be
required by law or generally accepted accounting principles.

(d) change the lending, investment, liability management and other
material policies concerning the banking business of CFB and the CFB
Subsidiaries, unless required by Laws or order or unless such change does not
cause CFB Material Adverse Effect; or

(e) agree in writing or otherwise to do any of the foregoing.

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6.03. CFB RIGHTS PLAN. Nothing herein shall be deemed to prohibit CFB
from (a) redeeming the CFB Rights or (b) if the CFB Rights are so redeemed,
entering into a new rights agreement similar to the CFB Rights Agreement;
provided that, as to this CLAUSE (b), the holders of MPF Common Stock, become
entitled to any benefits thereof by virtue of the Mergers or the Exchange
Ratios are appropriately adjusted.

6.04. ACCESS AND INFORMATION. Except where prohibited by law, upon
reasonable prior notice, CFB shall (and shall cause the CFB Subsidiaries to)
afford to MPF's officers, employees, accountants, counsel and other
representatives, access, from time to time during normal business hours
during the period prior to the Effective Time, to all books, papers and
records relating to the assets, stock, properties, operations, obligations
and liabilities of CFB and the CFB Subsidiaries, including without limitation
all books of account, tax records, minute books of directors' and
stockholders' meetings, contracts and agreements, filings with any regulatory
authority, accountants' work papers, litigation files (other than attorney
work product or materials protected by any attorney-client privilege),
documents relating to assets and title thereto, plans affecting employees,
securities transfer records and stockholder lists, and any books, papers and
records relating to other assets, business activities or prospects in which
MPF may have a reasonable interest. During such period, CFB will cause one
or more of its representatives to confer on a regular and frequent basis with
representatives of MPF, to report on the general status of its ongoing
operations and to consult as to the making of any decisions or the taking of
any actions in matters other than in the ordinary course of business. During
such period, CFB shall (and shall cause each of the CFB Subsidiaries to),
except where prohibited by law, furnish promptly to MPF (i) a copy of each
CFB Report filed or received by it during such period pursuant to the
requirements of federal securities laws, the BHC Act and any other federal or
state banking laws promptly after such documents are available; (ii) the
monthly financial statements of CFB and the CFB Subsidiaries (as prepared by
CFB in accordance with its normal accounting procedures) promptly after such
financial statements are available; (iii) a summary of any action taken by
the Board of Directors, or any committee thereof, of CFB; (iv) minutes of the
CFB Board of Directors meetings and the reports of management of CFB and each
of the CFB Subsidiaries customarily provided to their respective Boards of
Directors; and (v) all other information concerning its business, properties
and personnel as MPF may reasonably request. During such period, CFB shall,
and shall cause the Subsidiaries to, instruct its officers, employees,
counsel and accountants to be available for, and respond to any questions of,
MPF's officers, employees, accountants, counsel and other representatives at
reasonable hours and with reasonable notice by MPF to such individuals.

6.05. BREACHES.

(a) From and after the date hereof until the Effective Time, CFB shall
promptly, but not less frequently than monthly, update the CFB Disclosure Letter
by notice to MPF to reflect any matters which have occurred from and after the
date hereof which, if existing on the date hereof, would have been required to
be described therein; provided, however, that no such update shall affect the
conditions to the obligation of MPF to consummate the transactions contemplated
hereby,

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<PAGE>

and any and all changes reflected in any such update shall be considered in
determining whether such conditions have been satisfied.

(b) CFB shall, in the event it becomes aware of the impending or
threatened occurrence of any event or condition which would cause or constitute
a material breach (or would have caused or constituted a breach had such event
occurred or been known prior to the date hereof) of any of its representations
or agreements contained or referred to herein or which would cause any of the
conditions to the obligations of any party set forth in ARTICLE VIII not to be
satisfied, give prompt written notice thereof to MPF and use its best efforts to
prevent or promptly remedy the same.

6.06. LISTING. CFB shall use its best efforts to cause the shares of CFB
Common Stock to be issued in the Mergers to be approved for listing on the
NASDAQ National Market System, subject to official notice of issuance, prior to
the Closing Date.

6.07. CFB BENEFIT PLANS. On or before the first January 1 that is at least
180 days after the Effective Time, CFB shall provide to retained employees of
MPF or of any Subsidiary all corporate-wide employee retirement, health, dental,
life and long-term disability benefits that CFB and its subsidiaries provide to
their similarly situated employees, subject to the age and eligibility
requirements for such benefits. Each such employee's last continuous period of
service prior to the Effective Time with MPF or any Subsidiary shall count for
purposes of determining eligibility and vesting for all such benefits. If such
coverage under the CFB benefits is not provided immediately after the Effective
Time, CFB shall continue the MPF plans until coverage is effective under CFB's
plans so that no lapse in benefits occurs. Without limiting the generality of
the foregoing, no preexisting condition limits shall be applied to participants
in Benefit Plans upon their eligibility for such CFB benefits (except for
continuation of any such limits that were in effect under the applicable Benefit
Plans). For the purpose of determining each employee's benefit for the year in
which the Merger occurs under the CFB vacation program, vacation taken by an
employee in the year in which the Merger occurs will be deducted from the total
CFB benefit.

6.08. TAX TREATMENT. CFB will use its best efforts to cause the Merger to
qualify as one or more reorganizations under Section 368(a)(1) of the Code.

6.09. LETTERS OF ACCOUNTANTS. At the request of MPF, CFB shall use its
best efforts to cause to be delivered to MPF "cold comfort" letters of Ernst
& Young LLP, dated the date on which the S-4 shall become effective and the
Closing Date, respectively, and addressed to MPF, in form and substance
reasonably satisfactory to CFB and reasonably customary in scope and
substance for letters delivered by independent public accountants in
connection with registration statements similar to the S-4 and transactions
such as those contemplated by the Merger Agreements. From and after the date
of this Agreement, neither CFB nor any of the CFB Subsidiaries shall take any
action which, with respect to CFB, would disqualify the Merger as a "pooling
of interests" for accounting purposes.

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ARTICLE VII
ADDITIONAL AGREEMENTS

7.01. FILINGS AND APPROVALS.

(a) Each party will use all reasonable efforts and will cooperate with
the other in the preparation and filing, as soon as practicable, of all
applications or other documents required to obtain the requisite approvals of
and consents to the Merger and the other transactions contemplated by this
Agreement, from the Federal Reserve Board, the Colorado Commissioner, the
FDIC and the Comptroller, as applicable, and from any other applicable bank
regulatory authorities and provide copies of nonconfidential portions of such
applications, filings and related correspondence to the other parties. Prior
to filing each application, notice or other documents with the applicable
regulatory authority, each party will provide the other party with an
opportunity to review and comment on the nonconfidential portions of each
such application, notice or other document. Each party shall ensure that none
of the information supplied or to be supplied by it for inclusion or
incorporation by reference in any documents to be filed with the Federal
Reserve Board, the Colorado Commissioner, the FDIC, the Comptroller or any
other regulatory agency in connection with the transactions contemplated
hereby will, at the time of filing, contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein.
Subject to the terms and conditions herein provided, each party will use all
reasonable efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable to cause the
conditions set forth in ARTICLE VIII to be satisfied, including participating
in any required hearings or proceedings, and to consummate and make effective
as promptly as practicable the transactions contemplated by this Agreement.
Each party shall keep the other advised of all material regulatory
developments in a timely manner;

(b) In the event of a restraining order or injunction which prevents
the Closing by reason of the operation of SECTION 8.01(d), MPF and CFB shall
use their respective best efforts to cause such order or injunction to be
lifted and the Closing to be consummated as soon as reasonably practicable.

7.02. REGISTRATION STATEMENT.

(a) For the purposes of (i) holding a meeting of the stockholders of
MPF to approve the Merger Agreements and the Merger (the "Meeting") and (ii)
registering the CFB Common Stock to be issued to holders of MPF Common Stock
in connection with the Merger with the SEC and with applicable state
securities authorities, the parties hereto shall cooperate in the preparation
of an appropriate registration statement (such registration statement,
together with all and any amendments and supplements thereto, being herein
referred to as the "S-4"), which shall include a joint prospectus of CFB and
proxy statement of MPF (the "Proxy Statement") that shall satisfy all
applicable requirements of the Securities Act, the Exchange Act, applicable
state securities laws and the rules and regulations thereunder.

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(b) CFB shall furnish such information concerning CFB as is necessary in
order to cause the Proxy Statement, insofar as it relates to CFB, to be prepared
in accordance with SECTION 7.02(a). CFB agrees promptly to advise MPF if any
time prior to the Meeting any information provided by CFB in the Proxy Statement
becomes incorrect or incomplete in any material respect, and to provide the
information needed to correct such inaccuracy or omission. At the time the S-4
becomes effective and at the time the Proxy Statement is mailed to the
stockholders of MPF and at all times subsequent to such mailing up to and
including the time of the Meeting, the S-4 and such Proxy Statement (including
any amendments or supplements thereto), with respect to all information set
forth therein relating to CFB (including the CFB Subsidiaries) and the CFB
Common Stock, this Agreement, the Merger and all other transactions contemplated
hereby, will (a) comply in all material respects with applicable provisions of
the Securities Act and the Exchange Act, and (b) 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 contained therein, in light
of the circumstances under which they are made, not misleading.

(c) MPF shall furnish CFB with such information concerning MPF and the
Subsidiaries as is necessary in order to cause the Proxy Statement, insofar as
it relates to MPF and the Subsidiaries, to be prepared in accordance with
SECTION 7.02(a). MPF agrees promptly to advise CFB if at any time prior to the
Meeting any information provided by MPF in the Proxy Statement becomes incorrect
or incomplete in any material respect, and to provide CFB with the information
needed to correct such inaccuracy or omission. At the time the S-4 becomes
effective and at the time the Proxy Statement is mailed to the stockholders of
MPF and at all times subsequent to such mailings up to and including the time of
the Meetings, the S-4 and the Proxy Statement (including any supplements
thereto), with respect to all information set forth therein relating to MPF
(including the Subsidiaries) and their stockholders, MPF Common Stock, this
Agreement, the Merger and all other transactions contemplated hereby will
(a) comply in all material respects with applicable provisions of the Securities
Act and the Exchange Act, and (b) 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 contained therein, in light of the circumstances under
which they are made, not misleading.

(d) CFB shall promptly file the S-4 with the SEC and applicable state
securities agencies. CFB shall use reasonable efforts to cause the S-4 to
become effective under the Securities Act and applicable state securities
laws at the earliest practicable date. MPF authorizes CFB to utilize in the
S-4 the information concerning MPF and its Subsidiaries provided to CFB for
the purpose of inclusion in the Proxy Statement. MPF shall have the right to
review and comment on the forms of proxy statement included in the S-4. CFB
shall advise MPF promptly when the S-4 has become effective and of any
supplements or amendments thereto, and CFB shall furnish MPF with copies of
all such documents. Prior to the Effective Time or the termination of this
Agreement, each party shall consult with the other with respect to any
material (other than the Proxy Statement) that might constitute a
"prospectus" relating to the Mergers within the meaning of the Securities Act.

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7.03. ENVIRONMENTAL AUDITS. CFB shall engage, at MPF's expense, an
environmental consulting engineering firm, reasonably acceptable to MPF, to
perform environmental site assessments of all MPF Property (other than single
family residential real property) (collectively, the "Audited Properties")
which shall satisfy the American Society of Testing and Materials "Standard
Practice for Environmental Site Assessments: Phase I Environmental Site
Assessment Process" (ASTM Designation: E-1527-93) and include a visual
inspection for potential asbestos-containing material (the "Environmental
Audits") and render reports of the Environmental Audits (the "Environmental
Reports") to determine, to CFB's satisfaction, whether there are any
indications or evidence that (i) any Toxic Substance has been stored,
deposited, treated, recycled, used or accidentally or intentionally disposed
of, discharged, spilled, released, dumped, emitted or otherwise placed on,
under or at, or used in any construction on, any such Audited Property, (ii)
any such Audited Property is contaminated by or contains any Toxic Substance
or (iii) any violations of Environmental Laws have occurred or are likely to
occur on any Audited Property. The scope of the Environmental Audits shall
include any testing or sampling of materials to determine, to CFB's
satisfaction, whether any cleanup, removal, remedial action or other response
("Remediation Action") is required to bring the Audited Properties into
material compliance with Environmental Laws or to eliminate any condition
that could result in a material liability as a result of the ownership,
lease, operation or use of any Audited Property, and the estimated cost of
such Remediation Action. Notwithstanding the foregoing, to the extent MPF
has in its possession environmental reports with respect to any of its
properties, CFB shall accept updated and amended reports as the Environmental
Audits for such properties, so long as the environmental consulting
engineering firms preparing such reports are reasonably acceptable to CFB and
the updated and amended reports otherwise qualify as Environmental Audits.
Where satisfactory existing environmental reports are not available. CFB
will use reasonable efforts to engage an environmental consulting engineering
firm within 30 days of the date hereof and CFB and MPF will use reasonable
efforts to cause the Environmental Audits to be completed within 120 days of
the date hereof. MPF shall use reasonable efforts to cause the Remediation
Actions to be completed within six months of the date hereof. The actual
costs of such Remediation Action, whether paid, billed or to be billed, are
the "Remediation Costs." Nothing contained in the Environmental Reports
shall diminish or expand MPF's obligations with respect to the
representations and warranties in SECTION 3.07 or affect the consequences of
any such representation or warranty proving to have been untrue, incomplete
or misleading in any respect.

7.04. REPORTS.

(a) Prior to the Effective Time, (i) MPF shall prepare and file as and
when required all Reports and (ii) CFB shall prepare and file as and when
required all CFB Reports.

(b) MPF and CFB shall prepare such Reports and CFB Reports,
respectively, such that (i) they comply in all material respects with all of
the statutes, rules and regulations enforced or promulgated by the regulatory
authority with which they are filed and do not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made,

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not misleading, and (ii) with respect to any Reports or CFB Reports
containing financial information of the type included in the Financial
Statements or the CFB Financial Statements, respectively, the financial
information (A) is prepared in accordance with generally accepted accounting
principles as utilized in the Financial Statements or the CFB Financial
Statements, as the case may be, applied on a consistent basis (except as
stated therein or in the notes thereto), (B) presents fairly the consolidated
financial condition of MPF or CFB, as the case may be, at the dates, and the
consolidated results of operations and cash flows for the periods, stated
therein and (C) in the case of interim fiscal periods, reflects all
adjustments, consisting only of normal recurring items, subject to year-end
audit adjustments.

7.05. BROKERS OR FINDERS. Except as set forth in the Disclosure Letter
or the CFB Disclosure Letter, each of CFB and MPF represents, as to itself,
its Subsidiaries and its affiliates, that no agent, broker, investment
banker, financial advisor or other firm or person is or will be entitled to
any broker's or finder's fee or any other commission or similar fee in
connection with any of the transactions contemplated by this Agreement, and
each of CFB and MPF respectively agree to indemnify and hold the other
harmless from and against any and all claims, liabilities or obligations with
respect to any other fees, commissions or expenses asserted by any person on
the basis of any act or statement alleged to have been made by such party or
its affiliate. MPF represents that neither it nor the Subsidiaries has paid
or agreed to pay any fee to its legal counsel, Sherman & Howard, or its
certified public accountants, Arthur Andersen LLP other than on the basis set
forth in SECTION 5.02(p) in connection with the transactions contemplated by
this Agreement.

7.06. INDEMNIFICATION AND INSURANCE.

(a) From and after the Effective Time, CFB shall indemnify, defend and
hold harmless each person who is now, or has been at any time prior to the
date hereof or who becomes prior to the Effective Time, an officer or
director of MPF or any of the Subsidiaries and John Fischer (the "Indemnified
Parties") against all losses, claims, damages, costs, expenses (including
reasonable attorneys' fees), liabilities or judgments or amounts that are
paid in settlement (which settlement shall require the prior written consent
of CFB, which consent shall not be unreasonably withheld) of or in connection
with any claim, action, suit, proceeding or investigation (a "Claim") in
which an Indemnified Party is, or is threatened to be made, a party or a
witness based in whole or in part on or arising in whole or in part out of
the fact that such person is or was a director or officer of MPF or any of
the Subsidiaries if such Claim pertains to any matter or fact arising,
existing or occurring prior to the Effective Time (including, without
limitation, the Merger and other transactions contemplated by this
Agreement), regardless of whether such Claim is asserted or claimed prior to,
at or after the Effective Time (the "Indemnified Liabilities") to the fullest
extent permitted under applicable Delaware or federal law as of the date
hereof or as amended prior to the Effective Time and under the MPF
Certificate and bylaws as in effect on the date hereof (and CFB shall pay
expenses in advance of the final disposition of any such action or proceeding
to each Indemnified Party to the full extent permitted by law, upon receipt
of any undertaking contemplated by the Bylaws of CFB). Any Indemnified Party
wishing to claim indemnification under this SECTION 7.06(a) upon learning of
any Claim, shall notify CFB and shall deliver to CFB any

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undertaking contemplated by the bylaws of CFB. Notwithstanding the
foregoing, the Indemnified Parties as a group may retain only one law firm to
represent them with respect to each matter under this SECTION 7.06(a) unless
there is, under applicable standards of professional conduct, a conflict on
any one significant issue between the positions of any two or more
Indemnified Parties. CFB shall use its best efforts to assure, to the extent
permitted under applicable law, that all limitations of liability existing in
favor of the Indemnified Parties as provided in either the MPF Certificate,
or MPF's bylaws, as the case may be, as in effect as of the date hereof, with
respect to claims or liabilities arising from facts or events existing or
occurring prior to the Effective Time (including, without limitation, the
transactions contemplated by this Agreement), shall survive the Merger. The
obligations of CFB described in this SECTION 7.06(a) shall continue in full
force and effect, without any amendment thereto, for a period of three years
from the Effective Time; provided, however, that all rights to
indemnification in respect of any Claim asserted or made within such period
shall continue until the final disposition of such Claim.

(b) From and after the Effective Time, the directors, officers, and
employees of MPF and the Subsidiaries who become directors, officers or
employees of CFB or any of its Subsidiaries, except for the indemnification
rights set forth in SECTION 7.06(a), shall have indemnification rights with
prospective application only. The prospective indemnification rights shall
consist of such rights to which directors, officers and employees for CFB are
entitled under the provisions of the Restated Certificate of Incorporation of
CFB or similar governing documents of CFB and its Subsidiaries, as in effect
from time to time after the Effective Time, as applicable, and provisions of
applicable law as in effect from time to time after the Effective Date.

(c) The obligations of CFB provided under SECTION 7.06(a) are intended to
benefit, and be enforceable against CFB directly by, the Indemnified Parties,
and shall be binding on all respective successors to CFB.

(d) For three years from and after the Effective Time, CFB will maintain
or cause to maintain MPF's current insurance policy for directors' and officers'
liabilities or an equivalent policy having terms and conditions no less
favorable to all present and former directors and officers of MPF and the
Subsidiaries who are covered by such current insurance policy than those in
effect for such persons on the date of this Agreement; provided, however, that
(i) CFB's obligation under this SUBSECTION (d) shall be satisfied as to any year
at such time as CFB shall have incurred annual costs to maintain insurance in
accordance with this subsection equal to 150% of the annual premium charge
heretofore paid by MPF and (ii) such directors and officers may be required to
make application and provide customary representations and warranties to CFB's
insurance carrier for the purpose of obtaining such coverage.

7.07. ADDITIONAL AGREEMENTS; REASONABLE EFFORTS. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement, subject to the appropriate vote of the stockholders of MPF
described in

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SECTION 8.01(a)(ii), including cooperating fully with the other party. In
case at any time after the Effective Time any further action is reasonably
necessary or desirable to carry out the purposes of this Agreement or to vest
CFB with full title to all properties, assets, rights, approvals, immunities
and franchises of MPF, the proper officers and directors of each party to
this Agreement shall take all such necessary action.

ARTICLE VIII
CONDITIONS PRECEDENT

8.01. CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The
respective obligations of each party to effect the Merger shall be subject to
the satisfaction prior to the Closing Date of the following conditions:

(a) CORPORATE APPROVAL.

(i) The Merger Agreements shall have been approved and adopted by the
requisite vote of the Board of Directors of MPF and the Board of Directors of
CFB.

(ii) The Merger Agreements shall have been approved and adopted by the
requisite vote of the holders of the outstanding shares of MPF Common Stock
and CFB Common Stock.

(b) REGULATORY APPROVALS. The Merger Agreement and the Merger shall
have been approved by the Federal Reserve Board, the Comptroller, the FDIC
and the Colorado Commissioner, as applicable, and any other applicable bank
regulatory authorities without any condition not reasonably satisfactory to
CFB, all conditions required to be satisfied prior to the Effective Time
imposed by the terms of such approvals shall have been satisfied and all
waiting periods relating to such approvals shall have expired.

(c) S-4: SECURITIES LAWS. The S-4 shall have become effective under the
Securities Act and shall not be the subject of any stop order or proceedings
seeking a stop order. CFB shall have received all state securities or "blue
sky" permits, exemptions or permits under applicable takeover laws and other
authorizations necessary to issue the CFB Common Stock in exchange for the MPF
Common Stock and to consummate the Merger.

(d) NO INJUNCTIONS OR RESTRAINTS. No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition (an
"Injunction") preventing the consummation of the Merger shall be in effect.

(e) LISTING OF CFB COMMON STOCK. The CFB Common Stock issuable in the
Mergers shall have been authorized for listing on the NASDAQ National Market
System, upon official notice of issuance.

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(f) TAX OPINION. An opinion of Sherman & Howard to the effect that the
Mergers will be treated for federal income tax purposes as one or more
reorganizations within the meaning of Section 368(a) of the Code, and that
CFB and MPF will each be a party to that reorganization within the meaning of
Section 368(b) of the Code, dated on or about the dates that are each two
business days prior to the date the Proxy Statement is first mailed to
stockholders of MPF, shall have been delivered to MPF and to CFB and shall
not have been withdrawn or modified in any material respect.

(g) FAIRNESS OPINION.

(i) CFB shall have received, in form reasonably satisfactory to
CFB, an opinion of the Chicago Corporation, dated as of the date of the Proxy
Statement, substantially to the effect that the consideration to be received
in the Merger by MPF's stockholders is fair to the CFB stockholders from a
financial point of view, which opinion may be included in the Proxy
Statement. Notwithstanding the foregoing, this condition shall be deemed
waived if the Proxy Statement is mailed to CFB's stockholders without such
opinion.

(ii) MPF shall have received, in form reasonably satisfactory to
MPF, an opinion of Piper Jaffray Inc. dated as of the date of the Proxy
Statement, substantially to the effect that the consideration to be received
in the Merger by MPF's stockholders is fair to such stockholders from a
financial point of view, which opinion may be included in the Proxy
Statement. Notwithstanding the foregoing, this condition shall be deemed
waived if the MPF Proxy Statement is mailed to MPF's stockholders without
such opinion.

8.02. CONDITIONS TO OBLIGATIONS OF CFB. The obligation of CFB to effect
the Merger are subject to the satisfaction of the following conditions,
unless waived in writing by CFB:

(a) REPRESENTATIONS AND WARRANTIES. (i) Each of the representations
and warranties of MPF set forth in this Agreement, without giving effect to
any update to the Disclosure Letter or notice to CFB under SECTION 5.05,
shall be true and correct in all material respects (except that where any
statement in a representation or warranty expressly includes a standard of
materiality, such statement shall be true and correct in all 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 and as of the Closing Date , except for changes expressly
contemplated by this Agreement, and (ii) CFB shall have received certificates
to such effect signed on behalf of MPF by its chief executive officer and its
chief operating officer.

(b) PERFORMANCE OF OBLIGATIONS OF MPF. MPF shall have performed in all
material respects each of the obligations required to be performed by it under
this Agreement and the Plan of Merger at or prior to the Closing Date, and CFB
shall have received certificates to such signed on behalf of MPF by its chief
executive officer and its chief operating officer.

(c) CONSENTS UNDER AGREEMENTS. MPF shall have obtained the consent or
approval of each person whose consent or approval shall be required in order to
permit the succession by CFB

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pursuant to the Merger to any obligation, right or interest of MPF or any
Subsidiary under any loan or credit agreement, note, mortgage, indenture,
lease or other agreement or instrument, except those for which failure to
obtain such consents and approvals would not, individually or in the
aggregate, have a Material Adverse Effect, whether prior to or following the
consummation of the transactions contemplated hereby.

(d) NO AMENDMENTS TO RESOLUTIONS. Neither the Board of Directors of MPF
nor any committee thereof shall have (i) amended, modified, rescinded or
repealed the resolutions adopted by the Board of Directors of MPF at a meeting
duly called and held on June 24, 1996 (accurate and complete copies of which
have been provided to CFB) in any manner that adversely affects CFB or
(ii) adopted any other resolutions in connection with this Agreement and the
transactions contemplated hereby inconsistent with such resolutions in any
manner that adversely affects CFB.

(e) NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse
change since the date of this Agreement in the business, operations, prospects
or financial condition of MPF or any Subsidiary other than any such change
attributable to or resulting from any change in law, regulation or generally
accepted accounting principles which impairs both MPF and CFB in a substantially
similar manner, and CFB shall have received certificates to such effect signed
on behalf of MPF by its chief executive officer and its chief operating officer.

(f) NO PROCEEDING OR LITIGATION. No material action, suit or proceeding
before any court or any governmental or regulatory authority shall be pending
against CFB, MPF or any affiliate, associate, officer or director of either of
them (other than litigation commenced by CFB or any of its affiliates so long as
no order or injunction of a court of competent jurisdiction is in effect in such
litigation on the Closing Date that does restrain, enjoin or prevent the
Closing), seeking to restrain, enjoin, prevent, change or rescind the
transactions contemplated hereby or questioning the validity or legality of any
such transactions.

(g) ACCOUNTANT'S REVIEW LETTERS. CFB shall have received the letters
described in SECTION 5.03 regarding the Financial Statements.

(h) POOLING LETTER. CFB shall have received a letter from Ernst & Young,
in form and substance reasonably satisfactory to CFB, 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; in support of the Ernst & Young pooling letter,
Ernst & Young and CFB shall have received a letter from Arthur Andersen LLP, in
form and substance reasonably satisfying to Ernst & Young, confirming certain
facts on behalf of MPF.

(i) OPINION OF COUNSEL. MPF shall have delivered to CFB an opinion of its
counsel, Sherman & Howard, dated as of the Closing Date and in form and
substance satisfactory to the counsel of CFB, to the effect that: (i) MPF is a
corporation validly existing and in good standing under the laws of Delaware
with full corporate power and authority to enter into this Agreement and the
Plan of Merger and to consummate the transactions contemplated thereby; (ii) MPF
is registered

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as a bank holding company under the BHC Act; (iii) MPF has the corporate
power to consummate the transactions on its part contemplated by this
Agreement and the Plan of Merger; (iv) this Agreement and the Plan of Merger
have been duly and validly authorized, executed and delivered on behalf of
MPF, and constitute (subject to standard exceptions to enforceability arising
from the bankruptcy laws and rules of equity and to claims relating to
conformance with fiduciary obligations) valid and binding agreements of MPF;
(v) the execution of the MPF Articles of Merger and the Certificate of Merger
by MPF has been duly and validly authorized; (vi) neither the execution and
delivery of this Agreement and the Plan of Merger by MPF and the consummation
of the transactions contemplated hereby result in or will result in a
violation pursuant to any provision of the MPF Certificate, the bylaws of
MPF, the charter, certificate or articles of incorporation or bylaws of any
Subsidiary, the DGCL, or to the knowledge of such counsel, any agreement
included in a certificate delivered to such counsel and CFB by the chief
executive officer and the chief operating officer of MPF, respectively,
setting forth all agreements to which MPF or any Subsidiary is a party that
are material to MPF or any of Subsidiaries; and (vii) in the course of the
preparation of the S-4 and Proxy Statement such counsel has considered the
information set forth therein relating to MPF in light of the matters
required to be set forth therein, and has participated in conferences with
officers and representatives of MPF and CFB, including their respective
counsel and independent public accountants, during the course of which the
contents of the S-4 and the Proxy Statement and related matters relating to
MPF were discussed. Such counsel has not independently checked the accuracy
or completeness of, or otherwise verified, and accordingly is not passing
upon, and does not assume responsibility for, the accuracy, completeness or
fairness of the statements contained in the S-4 or the Proxy Statement; and
such counsel has relied as to materiality, to a large extent, upon the
judgment of officers and representatives of MPF and CFB. However, as a
result of such consideration and participation, nothing has come to such
counsel's attention which causes such counsel to believe that the S-4 (other
than the financial statements, financial data, statistical data and
supporting schedules included therein, and information relating to or
supplied by CFB as to which such counsel expresses no belief), at the time it
became effective, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading or that the Proxy Statement
(other than the financial statements, financial data, statistical data and
supporting schedules included therein, and information relating to or
supplied by CFB, as to which such counsel expresses no belief), at the time
the S-4 became effective, included any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

(j) ALLOWANCE FOR LOSSES ON LOANS. If CFB believes that MPF's
consolidated allowance for loan losses is inadequate, it will within ten (10)
days prior to the Closing recommend to the Board of Directors of the Banks an
adjustment in the amount of such allowance which, if reasonable and
consistent with prudent banking practices, shall be approved by such Boards.

(k) OUTSTANDING COMMON STOCK. As of the Closing Date, the number of
outstanding shares of MPF Common Stock shall not be greater than 4,055,551.

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(l) FEES. All fees referred to in SECTION 5.02(p) shall have been paid by
MPF or accrued on the consolidated balance sheet of MPF.

(m) ENVIRONMENTAL MATTERS. The Remediation Actions shall have been
completed.

8.03. CONDITIONS TO OBLIGATIONS OF MPF. The obligation of MPF to effect
the Merger is subject to the satisfaction of the following conditions, unless
waived by MPF:

(a) REPRESENTATIONS AND WARRANTIES. (i) Each of the representations and
warranties of CFB set forth in this Agreement, without giving effect to any
update to the CFB Disclosure Letter or notice to MPF pursuant to SECTION 6.04,
shall be true and correct in all material respects (except that where any
statement in a representation or warranty expressly includes a standard of
materiality, such statement shall be true and correct in all respects) as of the
date of this Agreement and (except to the extent such representations speak as
of an earlier date) as of the Closing Date as though made on and as of the
Closing Date (except for changes expressly contemplated by this Agreement, and
(ii) MPF shall have received a certificate to such effect signed on behalf of
CFB by the chief executive officer and by the chief financial officer of CFB.

(b) PERFORMANCE OF OBLIGATIONS OF CFB. CFB shall have performed in all
material respects each of the obligations required to be performed by them under
this Agreement and the Plan of Merger at or prior to the Closing Date, and MPF
shall have received a certificate to such effect signed on behalf of CFB by the
chief executive officer and by the chief financial officer of CFB.

(c) CONSENTS UNDER AGREEMENTS. CFB shall have obtained the consent or
approval of each person whose consent or approval shall be required in
connection with the transactions contemplated hereby under any loan or credit
agreement, note, mortgage, indenture, lease or other agreement or instrument,
except those for which failure to obtain such consents and approvals would not,
individually or in the aggregate, have a CFB Material Adverse Effect whether
prior to or following the consummation of the transactions contemplated hereby.

(d) NO AMENDMENTS TO RESOLUTIONS. Neither the Board of Directors of CFB
nor any committee thereof shall have amended, modified, rescinded or repealed
the resolutions adopted by the Board of Directors of CFB at a meeting duly
called and held on June 17, 1996 (accurate and complete copies of which have
been provided to MPF) in any manner that adversely affects MPF or adopted any
other resolutions in connection with this Agreement and the transactions
contemplated hereby inconsistent with such resolutions.

(e) NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse
change since the date of this Agreement in the business, operations, prospects
or financial condition of CFB or any CFB Subsidiary other than any such change
attributable to or resulting from any change in law, regulation or generally
accepted accounting principles which impairs both MPF and CFB in a substantially
similar manner, and MPF shall have received certificates to such effect signed
on behalf of CFB by its chief executive officer and its chief financial officer.

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(f) OPINION OF COUNSEL. CFB shall have delivered to MPF an opinion of
Lindquist & Vennum P.L.L.P., General Counsel of CFB, dated as of the Closing
Date and in form and substance reasonably satisfactory to the counsel of MPF,
to the effect that: (i) CFB is a corporation validly existing under the laws
of its jurisdiction of incorporation with full corporate power and authority
to enter into this Agreement and the Plans of Merger and to consummate the
transactions contemplated thereby; (ii) CFB is registered as a bank holding
company under the BHC Act; (iii) CFB has the corporate power to consummate
the transactions on its part contemplated by this Agreement and the Plan of
Merger; (iv) all corporate proceedings on the part of CFB necessary to be
taken in connection with the Merger and (except for the filing of the
Certificate of Merger) necessary to make same effective have been duly and
validly taken; (v) this Agreement has been duly and validly authorized,
executed and delivered on behalf of CFB and constitutes (subject to standard
exceptions to enforceability arising from the bankruptcy laws and rules of
equity) a valid and binding agreement of CFB; (vi) the execution of the
Certificate of Merger by CFB has been duly and validly authorized; (vii) the
shares of CFB Common Stock to be issued in the Mergers will, when issued, be
duly authorized, validly issued, fully paid and non-assessable; and (viii)
neither the execution or delivery of this Agreement and the Plan of Merger by
CFB and the consummation of the transactions contemplated herein result in or
will result in a violation pursuant to the CFB certificate, the bylaws of
CFB, the charter, certificate of incorporation or bylaws of any CFB
Subsidiary, or the DGCL; and (ix) in the course of the preparation of the S-4
and the Proxy Statement such counsel has considered the information set forth
therein relating to CFB in light of the matters required to be set forth
therein, and has participated in conferences with officers and
representatives of MPF and CFB, including their respective counsel and
independent public accountants, during the course of which the contents of
the S-4 and the Proxy Statement and related matters relating to CFB were
discussed. Such counsel has not independently checked the accuracy or
completeness of, or otherwise verified, and accordingly is not passing upon,
and does not assume responsibility for, the accuracy, completeness or
fairness of the statements contained in the S-4 or the Proxy Statement; and
such counsel has relied as to materiality, to a large extent, upon the
judgment of officers and representatives of MPF and CFB. However, as a
result of such consideration and participation, nothing has come to such
counsel's attention which causes such counsel to believe that the S-4 (other
than the financial statements, financial data, statistical data and
supporting schedules included therein, and information relating to or
supplied by MPF, as to which such counsel expresses no belief), at the time
it became effective, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading or that the Proxy Statement
(other than the financial statements, financial data, statistical data and
supporting schedules included therein, and information relating to or
supplied by MPF, as to which such counsel expresses no belief), at the time
the S-4 became effective, included any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

(g) NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse
change since the date of this Agreement in the business, operations, prospects
or financial condition of CFB and the CFB Subsidiaries taken as a whole, other
than any such change attributable to or resulting

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from any change in law, regulation or generally accepted accounting
principles which impairs both MPF, on the one hand, and CFB, on the other
hand, in a substantially similar manner, and MPF shall have received a
certificate to such effect signed on behalf of CFB by the chief executive
officer and by the chief financial officer of CFB.

(h) NO PROCEEDING OR LITIGATION. No material action, suit or
proceeding before any court or any governmental or regulatory authority shall
be pending against any officer or director of MPF (other than litigation
commenced by MPF or any of its affiliates so long as no order or injunction
of a court of competent jurisdiction is in effect in such litigation on the
Closing Date that does restrain, enjoin or prevent the Closing), seeking to
restrain, enjoin, prevent, change or rescind the transactions contemplated
hereby or questioning the validity or legality of any such transactions,
where such action, suit or proceeding is reasonably likely to result in
material personal liability to such officer(s) or director(s) (other than
liability reasonably likely to be covered by indemnification and/or
insurance).

ARTICLE IX
TERMINATION AND AMENDMENT

9.01. TERMINATION.

(a) This Agreement and the Plan of Merger may be terminated at any time
prior to the Effective Time, whether before or after approval of the matters
presented in connection with the Merger by the stockholders of MPF:

(i) by mutual consent of the Board of Directors or Finance Committee (the
"Committee") of CFB, and the Board of Directors of MPF;

(ii) by CFB or MPF (A) if there has been a breach in any material respect
of any representation, warranty, covenant or agreement on the part of MPF, on
the one hand, or CFB, on the other hand, set forth in this Agreement, or (B) if
the representations and warranties of MPF, on the one hand, or CFB, on the other
hand, shall be discovered to have become materially untrue in the aggregate, in
either case which breach or other condition has not been cured within third
(30) business days following receipt by the nonterminating party of notice of
such breach or other condition;

(iii) by CFB, on the one hand, or MPF, on the other hand, if any
permanent injunction preventing the consummation of the Merger shall have become
final and nonappealable;

(iv) subject to Section 1.03, by the Board of Directors or Committee of CFB
or the Board of Directors of MPF if the Mergers shall not have been consummated
before April 1, 1997, for a reason other than the failure of the terminating
party to comply with its obligations under this Agreement;

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(v) by the Board of Directors or Committee of CFB or the Board of
Directors of MPF if (A) the Federal Reserve Board, the Colorado Commissioner, or
other applicable bank regulatory authority has denied approval of the Merger and
neither CFB nor MPF has, within thirty (30) days after the entry of the order
denying such approval, filed a petition seeking review of such order as provided
by applicable law or (B) any such petition for review has been denied;

(vi) by MPF or CFB, if (A) this Agreement and the Merger are not duly
approved by the stockholders of MPF or CFB after a vote thereon at a meeting of
MPF's or CFB's stockholders (or any adjournment thereof) duly called and held
for such purpose;

(vii) by MPF if CFB merges, or announces it intention to merge, with
and into any bank or bank holding company, and is not the surviving corporation.

9.02. INVESTIGATION AND REVIEW.

(a) Subject to the next following sentence, at any time on or prior to the
20th day following the receipt of the Disclosure Letter, CFB may, by action of
its Board of Directors, elect to terminate this Agreement on behalf of CFB.
Nothing in this SECTION 9.02(a) shall be construed (i) to limit the period of
time during which CFB may conduct its investigation and review of MPF, (ii) to
limit any duty of MPF otherwise to cooperate with the investigation and review
by CFB subsequent to the period established pursuant to the first sentence of
this subsection (a), or (iii) to limit or qualify in any respect the
representations and warranties of MPF to CFB set forth in this Agreement as a
result of any such investigation and review.

(b) Subject to the next following sentence, at anytime on or prior to the
20th day following receipt of the CFB Disclosure Letter, MPF may, by action of
its Board of Directors, elect to terminate this Agreement on behalf of MPF.
Nothing in this Section 9.02(b) shall be construed (i) to limit the period of
time during which MPF may conduct its investigation and review of CFB; (ii) to
limit any duty of CFB otherwise to cooperate with the investigation and review
by MPF subsequent to the period established pursuant to the first sentence of
this subsection (b); or (iii) to limit or qualify in any respect the
representations and warranties of CFB to MPF set forth in this Agreement as a
result of such investigation and review.

9.03. EFFECT OF TERMINATION. In the event of termination of this Agreement
by MPF or CFB as provided in SECTION 9.0l or 9.02, this Agreement and the Plan
of Merger shall forthwith become void and there shall be no liability or
obligation on the part of CFB or MPF or their respective officers or directors
except (a) with respect to SECTIONS 5.08, 7.05 AND 9.06, (b) with respect to the
representations and warranties contained in Article III insofar as they relate
to the Voting Agreement and (c) to the extent that such termination results from
the willful breach by a party hereto of any of its representations, warranties,
covenants or agreements set forth in this Agreement.

9.04. AMENDMENT. Subject to the last sentence of this SECTION 9.04, this
Agreement and the Plan of Merger may be amended by the parties hereto by action
taken or authorized by their

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respective Boards of Directors (or, in the case of CFB, the Committee) at any
time before or after approval of the matters presented in connection with the
Merger by the stockholders of MPF, but after any such approval by the
stockholders of MPF, no amendment shall be made which changes in any manner
adverse to such stockholders the consideration to be provided to such
stockholders pursuant to the Merger Agreements. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties hereto.

9.05. EXTENSION; WAIVER. At any time prior to the Effective Time, CFB and
MPF, by action taken or authorized by their respective Boards of Directors (or,
in the case of CFB, the Committee), may, to the extent legally allowed,
(i) extend the time for the performance of any of the obligations or other acts
of the other party hereto, (ii) waive any inaccuracies in the representations
and warranties of the other contained herein or in any document delivered by the
other pursuant hereto, and (iii) waive compliance by the other 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.

9.06. TERMINATION FEE. MPF shall pay to CFB a fee of $1,000,000 (the
"Termination Fee") within two days of a "Trigger Event." A Trigger Event means
the occurrence of one or more of the following events: (i) a Transaction
Proposal (as defined below); (ii) termination of the Agreement following a
wilful and material breach thereof by MPF; or (iii) any withdrawal, modification
or amendment in any respect by MPF's Board of Directors of its approval or
recommendation regarding the Agreement and stockholder vote relating to MPF's
Board of Directors adopting a resolution relating to any such withdrawal,
modification or amendment. The rights of CFB hereunder shall terminate upon
the earliest to occur of (i) the Effective Time, (ii) termination of this
Agreement by MPF pursuant to Section 9.01(a)(ii), (iii) the termination of this
Agreement by mutual agreement of the parties or (iv) the expiration of one year
after the termination of the Agreement (other than terminations described in
clause (ii) or (iii)).

A "Transaction Proposal" means any of the following: (a) a bona fide tender
offer or exchange offer for at least 25% of the then outstanding shares of any
class of capital stock of MPF made by any entity or person other than CFB or its
subsidiaries or affiliates, (b) any entity or person filing an application under
the BHC Act or the Change in Bank Control Act with respect to the acquisition by
such entity or person of any shares of capital stock of MPF, (c) a merger,
consolidation or other business combination with MPF or any of its subsidiaries
is effected by any entity or person, (d) any sale, lease, transfer, mortgage or
other disposition involving a substantial part of MPF's or any of its
subsidiaries' consolidated assets, or any agreement to effect such a
transaction, (e) the acquisition by any entity or person of 10% or more of the
outstanding shares of any class of capital stock of MPF or acquisition of
additional shares by any entity or person currently holding 10% or more of such
shares, except for certain acquisitions made pursuant to certain MPF benefit
plans, (f) any reclassification of the securities of, or recapitalization of,
MPF that has the effect, directly or indirectly, of increasing the proportionate
share of any class of equity security of MPF that is owned by an entity or
person other than CFB or its subsidiaries or affiliates, or any agreement to
effect such a reclassification or recapitalization, (g) any transaction having
an effect

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similar to those described in (a) through (f) above, or (h) a public
announcement regarding a proposal, plan or intention by MPF or another entity
or person to effect any of the foregoing transactions; provided, however,
that events described in clauses (a), (b) and (h) of this definition do not
constitute a "Transaction Proposal" unless either (x) the Board of Directors
of MPF takes or fails to take certain actions in connection therewith or (y)
MPF's stockholders fail to approve the Merger Agreements.

9.07. EXPENSES. In the event the Agreement or the transactions
contemplated thereby are terminated by CFB as a result of MPF's breach of the
Merger Agreements, MPF will pay CFB its out-of-pocket expenses incurred in
connection with the consummation of the transactions contemplated by the
Merger Agreements, but not to exceed $1,000,000. If the Merger Agreements or
the transactions contemplated thereby are terminated by MPF as a result of
CFB's breach of the Merger Agreements, CFB will pay MPF its out-of-pocket
expenses incurred in connection with the consummation of the transactions
contemplated by the Merger Agreements, but not to exceed $1,000,000.

ARTICLE X
GENERAL PROVISIONS

10.01. NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. None of
the representations, warranties and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Effective
Time, except for the agreements contained in SECTIONS 2.01, 2.02, 6.05, 6.06,
7.06, and 7.07, the last sentence of SECTION 9.04 and ARTICLE X, and the
agreements delivered pursuant to SECTIONS 3.19 and 5.06.

10.02. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by nationally
recognized overnight courier service, telecopied (with receipt confirmed) or
mailed by registered or certified mail (return receipt requested) to 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 and/or Sub, to: Community First Bankshares, Inc.
Attn.: Donald R. Mengedoth, President
520 Main Avenue
Fargo, ND 58124
Telecopy: (701) 237-4517

with a copy to: Lindquist & Vennum P.L.L.P.
Attn.: Steven J. Johnson, Esq.
4200 IDS Center
80 South 8th Street
Minneapolis, MN 55402-2205
Telecopy: (612) 371-3207

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(b) if to MPF, to: Mountain Parks Financial Corp.
Attn.: Dennis M. Mathisen, President
6565 East Evans Avenue
Suite 202
Denver, CO 80225
Telecopy: (303) 758-5695

with a copy to: Sherman & Howard L.L.C.
Attn.: John W. Low, Esq.
633 Seventeenth Street, Suite 3000
Denver, CO 80202
Telecopy: (303) 298-0940

10.03. INTERPRETATION. When a reference is made in this Agreement to a
Section or Sections, such reference shall be to a Section or Sections of 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." The phrase "made
available" in this Agreement shall mean that the information referred to has
been made available if requested by the party to whom such information is to be
made available.

10.04. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more 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.

10.05. ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES; RIGHTS OF
OWNERSHIP. This Agreement (including the documents and the instruments
referred to herein, including the Plans of Merger, the Voting Agreement) (a)
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 (b) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder. The parties hereby
acknowledge that, except as otherwise specifically provided in the Voting
Agreement or as hereinafter agreed to by all parties in writing, 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.

10.06. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Colorado except as the DGCL are
expressly applicable to the Merger.

10.07. PUBLICITY. The parties hereto agree that they will consult with
each other concerning any proposed press release or public announcement
pertaining to the Merger and use their best efforts to agree upon the text of
such press release or public announcement prior to the publication of such
press release or the making of such public announcement.

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<PAGE>

10.08. 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.

10.09. KNOWLEDGE OF THE PARTIES. Wherever in this Agreement any
representation or warranty is made upon the knowledge of a party hereto that
is not an individual, such knowledge shall include the knowledge, after due
inquiry, of any executive officer of such party or an executive officer of
any Subsidiary thereof.

10.10. JURY WAIVER. Each of the parties hereby waives any right to a
trial by jury with respect to any dispute arising out of or relating to this
Agreement.

10.11. CONFIDENTIALITY. Except for information that is available to the
public, all information concerning MPF, its Subsidiaries and their customers
made available to or in the possession of CFB shall be kept as confidential.
Except for information that is available to the public, all information
concerning CFB, the CFB Subsidiaries and their customers made available to or
in the possession of MPF shall be kept as confidential.

IN WITNESS WHEREOF, CFB and MPF have caused this Agreement to be signed by
their respective officers thereunto duly authorized, all as of the date first
written above.

COMMUNITY FIRST BANKSHARES, INC.

By: /s/ Donald R. Mengedoth
-------------------------------
Its: President
------------------------
Attest:
/s/ Mark A. Anderson
- -----------------------------------
Its: Executive Vice President & CFO
-------------------------------

MOUNTAIN PARKS FINANCIAL CORP.

By: /s/ Dennis M. Mathisen
-------------------------------
Its: President
------------------------
Attest: /s/ James R. Krumm
---------------------------
Its:
------------------------------

<PAGE>

APPENDIX B

THE CHICAGO CORPORATION

November 11, 1996

Board of Directors
Community First Bankshares, Inc.
520 Main Avenue
Fargo, North Dakota 58124

Attention: Mr. Donald R. Mengedoth
President, Chief Executive Officer and Chairman of the Board of
Directors

Members of the Board:

Community First Bankshares, Inc., a Delaware corporation ("Community First" or
"CFB"), and Mountain Parks Financial Corp., a Delaware corporation ("MPF"), have
entered into an Agreement and Plan of Reorganization, dated as of June 25, 1996
(the "Agreement"), pursuant to which MPF will be merged with and into Community
First, which will be the surviving entity (the "Merger"). Pursuant to the
Merger, as more fully described in the Agreement, each outstanding share of
common stock of MPF, $1.00 par value (the "MPF Common Stock") shall be converted
into the right to receive 1.275 shares of fully-paid and nonassessable common
stock, par value $0.01 per share, of CFB (the "CFB Common Stock").

You have requested our opinion as to the fairness of the consideration to be
paid (the "Merger Consideration"), from a financial point of view, to the
shareholders of Community First, as of the date hereof.

During the course of our engagement, we have, among other things: (i)
reviewed the financial terms and conditions of the Agreement, the Joint Proxy
Statement-Prospectus and certain related documents; (ii) reviewed certain
publicly available financial and other data, including the audited and
unaudited recent financial statements of CFB and MPF, as well as certain
other relevant internally generated CFB and MPF reports relating to
asset/liability management, asset quality and so forth, as made available to
us; (iii) reviewed and analyzed other material bearing upon the financial and
operating condition of CFB and MPF and material prepared in connection with
the proposed transaction; (iv) reviewed the operating characteristics of
certain other financial institutions deemed relevant to the contemplated
transaction; (v) reviewed the nature and terms of recent sale and merger
transactions involving banks, thrifts, bank

<PAGE>

November 11, 1996
Board of Directors
Community First Bankshares, Inc.

Page 2

and thrift holding companies and other financial institutions that we considered
relevant; (vi) reviewed historical and current market data for CFB Common Stock
and MPF Common Stock; (vii) conducted meetings with members of the senior
managements of CFB and MPF for the purpose of reviewing the future prospects of
CFB and MPF, the strategic objectives of each, and the possible financial
benefits which might be realized following the Merger; (viii) reviewed certain
information including forecasts pertaining to prospective cost savings and
revenue enhancements relative to the Merger; (ix) evaluated the pro forma
ownership of CFB Common Stock by MPF shareholders, relative to the pro forma
contribution of MPF's assets, liabilities, equity and earnings to CFB; and (x)
performed such other analyses and examinations as we deemed appropriate.

In rendering this opinion, we have relied upon, without independent
verification, the accuracy and completeness of the financial and other
information and representations provided to us by CFB and MPF. We have relied
upon the management of CFB and MPF as to the reasonableness and achievability of
the financial forecasts and projections (and the assumptions and basis
therefore) provided to us, and have assumed that such forecasts and projections
are the best available estimates of management. We are not experts in the
evaluation of loan portfolios or the allowance for loan losses with respect
thereto and have assumed that such allowances for CFB and MPF are in the
aggregate adequate to cover such losses. In addition, we have not reviewed
individual credit files nor have we made an independent appraisal of the assets
and liabilities of CFB and MPF or any of their subsidiaries and we have not been
furnished with any such evaluation or appraisal. Finally, you have informed us
and we have assumed, with your consent, that the Merger will be recorded as a
pooling of interests in accordance with generally accepted accounting
principles.

Further, our opinion is necessarily based on economic, monetary, market and
other conditions as in effect on, and the information made available to us as
of, the date hereof.

The Chicago Corporation ("TCC"), as part of its investment banking business, is
continually engaged in the valuation of banks and bank holding companies and
thrifts and thrift holding companies in connection with mergers and acquisitions
as well as initial and secondary offerings of securities and valuations for
other purposes. TCC is a member of all principal U.S. securities exchanges and
may from time to time purchase securities from, and sell securities to, CFB or
MPF and, either directly or through affiliates, buy or sell the equity
securities of CFB or MPF as principal or for the accounts of customers. The
Board of Directors has requested that TCC issue

<PAGE>

November 11, 1996
Board of Directors
Community First Bankshares, Inc.

Page 3

this opinion and TCC will receive a fee from CFB for delivering this opinion to
be used in evaluating the proposed merger. A portion of such fee is contingent
upon the closing of the Merger.

This opinion is limited to the fairness, from a financial point of view, to the
holders of CFB Common Stock, of the Merger Consideration. Moreover, this
letter, and the opinion expressed herein, does not constitute a recommendation
to any shareholder as to how such shareholder should vote on the Merger.

Based on the foregoing and our experience as investment bankers, we are of the
opinion that, as of the date hereof, the Merger Consideration to be paid to the
shareholders of MPF as described in the Agreement is fair from a financial point
of view to the shareholders of CFB.

Sincerely,

THE CHICAGO CORPORATION

<PAGE>

APPENDIX C

PIPER JAFFRAY INC.

August 5, 1996

The Board of Directors
Mountain Parks Financial Corp.
6565 East Evans Avenue
Suite 202
Denver, CO 80224

Members of the Board:

In connection with the proposed merger ("Merger") of Mountain Parks Financial
Corp. ("Mountain Parks") with and into Community First Bankshares ("Community
First") pursuant to an Agreement and Plan of Reorganization between Community
First and Mountain Parks (the "Agreement"), you have requested our opinion as to
the fairness, from a financial point of view, to the shareholders of Mountain
Parks of the consideration to be received pursuant to the Agreement.

Piper Jaffray Inc., as a customary part of its investment banking business, is
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, underwriting, secondary distributions and private
placements of securities and valuations for estate, corporate and other
purposes. For our services in rendering this opinion, Mountain Parks has paid
us a fee and has indemnified us against certain liabilities. In the ordinary
course of its business, we and our affiliates may actively trade securities of
Mountain Parks and Community First for our own account or the account of our
customers and, accordingly, may at any time hold a long or short position in
such securities. Additionally, in the last three years, we and our affiliates
have underwritten an equity and debt offering for Mountain Parks and a preferred
stock offering for Community First and, from time to time, have produced
research materials regarding Mountain Parks and Community First.

In arriving at our opinion, we have undertaken such review, analyses and
inquiries as we deemed necessary and appropriate under the circumstances. Among
other things, we have reviewed (i) the Agreement dated June 25, 1996, (ii)
publicly available information relative to Mountain Parks, (iii) certain
projected financial data for Mountain Parks based upon assumptions provided by
the management of Mountain Parks, (iv) certain financial and securities data of
Mountain Parks and companies deemed similar to Mountain Parks, (v) to the extent
publicly available, the financial terms of certain merger and acquisition
transactions involving acquired entities deemed similar to Mountain Parks, (vi)
publicly available information relative to Community First, (vii) certain
financial data for Community First provided by the management of Community
First, (viii) certain projected financial

<PAGE>

Mountain Parks Financial Corp.
August 5, 1996

Page 2

data of the combined company resulting from the Merger (the "Combined Company")
provided by the management of Community First and (ix) certain financial and
securities data of Community First and companies deemed similar to Community
First. We have previously visited the headquarters of Mountain Parks in Denver,
Colorado and have had discussions with members of the management of Mountain
Parks concerning the financial condition, current operating results and business
outlook for Mountain Parks. In addition, we have had discussions with members
of the management of Community First concerning the financial condition, current
operating results and business outlook for Community First and the Combined
Company and Community First's plans relating to the Combined Company.

We have relied upon and assumed the accuracy, completeness and fairness of the
financial statements and other information provided to us by Mountain Parks and
Community First or otherwise made available to us, and have not attempted
independently to verify such information. We have relied further upon the
assurances of the managements of Mountain Parks and Community First that the
information provided to us by Mountain Parks and Community First has been
prepared on a reasonable basis, and, with respect to financial planning data and
other business outlook information, reflects the best currently available
estimates, and that they are not aware of any information or facts that would
make the information provided to us incomplete or misleading. We have assumed,
with your consent, the Merger will qualify as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and
as a pooling of interests transaction under generally accepted accounting
principles.

In arriving at our opinion, we have not performed any appraisals or valuations
of specific assets of Mountain Parks or Community First, and we express no
opinion regarding the liquidation value of any entity. We have not been
authorized by the Board of Directors of Mountain Parks to solicit, and did not
solicit, other entities for purposes of a business combination with Mountain
Parks. This opinion is based upon the information available to us and facts and
circumstances as they exist and are subject to evaluation on the date hereof;
events occurring after the date hereof could materially affect the assumptions
used in preparing this opinion. We are not expressing any opinion herein as to
the price at which shares of Mountain Parks or Community First common stock have
traded or may trade at any future time.

This opinion is directed to the Board of Directors of Mountain Parks and is not
intended to be and does not constitute a recommendation to any shareholder as to
how such shareholder should vote with respect to the Merger. We were not
requested to opine as to, and this opinion does not address, the basic business
decision to proceed with or effect the Merger. This opinion shall not be
published or otherwise used, nor shall any public reference to us be made,
without our prior written approval,

<PAGE>

Mountain Parks Financial Corp.
August 5, 1996

Page 3

except that we hereby approve of the reference to this letter in, and its
inclusion as an appendix or exhibit to a proxy statement to be sent to the
shareholders of Mountain Parks seeking approval of the Merger.

Based upon and subject to the foregoing and based upon such other factors as we
consider relevant, it is our opinion that the consideration to be received by
the shareholders of Mountain Parks pursuant to the Agreement is fair, from a
financial point of view, to such shareholders as of the date hereof.

Sincerely,

PIPER JAFFRAY INC.