-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 OqQIlg3ZSM54wnXbwG3GULene9nC8qzZuuZ6Qka4CGegtfr1hHo7t/zh+S2RBrgy
 QJPbRPiHUpEPjY4IDYHJNw==

<SEC-DOCUMENT>/in/edgar/work/20001102/0000898822-00-000833/0000898822-00-000833.txt : 20001106
<SEC-HEADER>0000898822-00-000833.hdr.sgml : 20001106
ACCESSION NUMBER:		0000898822-00-000833
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20001031
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20001102

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COMERICA INC /NEW/
		CENTRAL INDEX KEY:			0000028412
		STANDARD INDUSTRIAL CLASSIFICATION:	 [6021
]		IRS NUMBER:				381998421
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	001-10706
			FILM NUMBER:		752163
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		411 W LAFAYETTE
				CITY:			DETROIT
				STATE:			MI
				ZIP:			48226-3509
				BUSINESS PHONE:		3132229743
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		411 W LAFAYETTE
					CITY:			DETROIT
					STATE:			MI
					ZIP:			48226-3509
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	DETROITBANK CORP
						DATE OF NAME CHANGE:	19850311
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 8-K
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of Earliest Event Reported): October 31, 2000

                              COMERICA INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)



       Delaware                1-10706              38-1998421
       --------                -------              ----------
    (State or other        (Commission File        (IRS Employer
    jurisdiction of            Number)            Identification
    incorporation)                                    Number)


                        Comerica Tower at Detroit Center
                          500 Woodward Avenue, MC 3391
                             Detroit, Michigan 48226
                             -----------------------
               (Address of principal executive offices) (zip code)

                                 (800) 521-1190
            --------------------------------------------------------
              (Registrant's telephone number, including area code)


<PAGE>


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

(a)         Financial statements of businesses acquired.

               -     Not Applicable

(b)         Pro forma financial information.

               -     Not Applicable

(c)         Exhibits.

            99.1 Agreement and Plan of Merger, dated as of October 31, 2000, by
                 and among Imperial Bancorp, Comerica Incorporated and Comerica
                 Holdings Incorporated.

            99.2 Stock Option Agreement, dated as of October 31, 2000, by and
                 between Imperial Bancorp and Comerica Incorporated.

            99.3 Joint press release, dated November 1, 2000, issued by Comerica
                 Incorporated and Imperial Bancorp.

            99.4 Investor Presentation Materials, dated November 1, 2000,
                 regarding the Merger.

ITEM 9.     REGULATION FD DISCLOSURE

      Comerica Incorporated, a Delaware corporation ("Comerica"), and Imperial
Bancorp, a California corporation ("Imperial"), have entered into an Agreement
and Plan of Merger, dated as of October 31, 2000 (the "Merger Agreement"), a
copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by
reference. The Merger Agreement provides for the merger of Imperial with and
into a wholly owned subsidiary of Comerica (the "Merger"). The Merger is
expected to be accounted for under the "pooling-of-interests" method of
accounting and a "reorganization" under the Internal Revenue Code of 1986, as
amended.

      At the effective time of the Merger, each common share of Imperial
("Imperial Common Share") outstanding immediately prior to the effective time of
the Merger will be converted into 0.46 shares (the "Exchange Ratio") of common
stock, par value $5.00 per share, of Comerica ("Comerica Common Stock"). At the
effective time of the Merger, all rights with respect to Imperial Common Shares
pursuant to stock options outstanding at such effective time, whether or not
then exercisable, shall be converted into and shall become rights with respect
to Comerica Common Stock on otherwise substantially similar terms, adjusted to
reflect the Exchange Ratio.

      Consummation of the Merger is subject to a number of conditions, including
(1) the approval of the principal terms of the Merger Agreement by the
shareholders of Imperial entitled to vote thereon, (2) receipt of all requisite
governmental approvals (including the approval of the Board of Governors of the
Federal Reserve System), and (3) certain other customary conditions.


<PAGE>


      In connection with the Merger Agreement, Imperial and Comerica entered
into an agreement (the "Stock Option Agreement") pursuant to which Imperial has
granted Comerica an irrevocable option (the "Option") to purchase, under certain
circumstances, up to 8,600,000 fully paid and nonassessable Imperial
Common Shares at a price of $24.81 per share, subject to certain adjustments, a
copy of which is attached as Exhibit 99.2 hereto and is incorporated herein by
reference. Under certain circumstances, Imperial may be required to repurchase
the Option or the shares acquired pursuant to the exercise of the Option;
alternatively, the Option could be surrendered, together with any shares
purchased under the Option, in exchange for a cash payment of $43 million. The
Stock Option Agreement limits Comerica's Total Profit (as defined in the Stock
Option Agreement) to not more than $61 million.

       A copy of the joint press release of November 1, 2000, regarding the
Merger is attached as Exhibit 99.3 hereto and is hereby incorporated herein by
reference.

       A copy of the presentation to investors, dated November 1, 2000,
regarding the Merger is attached as Exhibit 99.4 hereto and is hereby
incorporated by reference herein.

       The exhibits to this current report on Form 8-K contain forward looking
statements with respect to the financial conditions, results of operations and
businesses of each of Comerica and Imperial and, assuming the consummation of
the Merger, a combined Comerica/Imperial including statements relating to: (a)
the cost savings and accretion to reported earnings that will be realized from
the Merger; (b) the impact on revenues of the Merger, and (c) the restructuring
charges expected to be incurred in connection with the Merger. These forward
looking statements involve certain risks and uncertainties. Factors that may
cause actual results to differ materially from those contemplated by such
forward looking statements include, among others, the following possibilities:
(1) expected cost savings from the Merger cannot be fully realized or realized
within this expected time-frame; (2) revenues following the Merger are lower
than expected; (3) competitive pressure among financial services companies
increases significantly; (4) costs or difficulties related to the integration of
the businesses of Comerica and Imperial are greater than expected; (5) changes
in the interest rate environment reduce interest margins; (6) general economic
conditions, either internationally or nationally or in the states in which the
combined company will be doing business, are less favorable than expected; or
(7) legislation or regulatory requirements or changes adversely affect the
businesses in which the combined company would be engaged.

       Such forward-looking statements speak only as of the date on which such
statements were made, and Comerica undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which any such statement is made to reflect the occurrence of unanticipated
events.


<PAGE>


                                    SIGNATURE


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

                                    COMERICA INCORPORATED


                                    By: /s/ Mark W. Yonkmen
                                        -------------------
                                    Name:   Mark W. Yonkman
                                    Title:  First Vice President, Assistant
                                            General Counsel and Assistant
                                            Secretary

Date:  November 2, 2000


<PAGE>


                                  EXHIBIT INDEX

99.1        Agreement and Plan of Merger, dated as of October 31, 2000, by and
            among Imperial Bancorp, Comerica Incorporated and Comerica Holdings
            Incorporated.
99.2        Stock Option Agreement, dated as of October 31, 2000, by and between
            Imperial Bancorp and Comerica Incorporated.
99.3        Joint press release, dated November 1, 2000, issued by Comerica
            Incorporated and Imperial Bancorp.
99.4        Investor Presentation Materials, dated November 1,
            2000, regarding the Merger.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>



EXHIBIT 99.1





                          AGREEMENT AND PLAN OF MERGER

                                  by and among

                                IMPERIAL BANCORP,

                              COMERICA INCORPORATED

                                       and

                         COMERICA HOLDINGS INCORPORATED


                          DATED AS OF OCTOBER 31, 2000


<PAGE>


                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----
                          AGREEMENT AND PLAN OF MERGER


                                    ARTICLE I

                                   THE MERGER

  1.1 THE MERGER.............................................................1
  1.2 EFFECTIVE TIME.........................................................2
  1.3 EFFECTS OF THE MERGER..................................................2
  1.4 CONVERSION OF STOCK....................................................2
  1.5 COMPANY OPTIONS........................................................3
  1.6 ARTICLES OF INCORPORATION..............................................3
  1.7 BYLAWS.................................................................3
  1.8 TAX AND ACCOUNTING CONSEQUENCES........................................3
  1.9 BOARD OF DIRECTORS OF SURVIVING CORPORATION............................3
  1.10  DISSENTERS' RIGHTS...................................................4

                                   ARTICLE II

                               EXCHANGE OF SHARES

  2.1 EXCHANGE OF COMPANY SHARE CERTIFICATES FOR PARENT STOCK
CERTIFICATES.................................................................4
  2.2 EXCHANGE PROCEDURES....................................................4

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

  3.1 CORPORATE ORGANIZATION.................................................6
  3.2 CAPITALIZATION.........................................................6
  3.3 AUTHORITY; NO VIOLATION................................................7
  3.4 CONSENTS AND APPROVALS.................................................8
  3.5 REGULATORY COMPLIANCE..................................................9
  3.6 FINANCIAL STATEMENTS..................................................10
  3.7 BROKER'S FEES.........................................................10
  3.8 ABSENCE OF CERTAIN CHANGES OR EVENTS..................................10
  3.9 LEGAL PROCEEDINGS.....................................................11
  3.10  TAXES AND TAX RETURNS...............................................11
  3.11  EMPLOYEE BENEFIT PLANS..............................................12
  3.12  SEC REPORTS.........................................................14
  3.13  COMPLIANCE WITH APPLICABLE LAW......................................14
  3.14  CERTAIN CONTRACTS...................................................15
  3.15  UNDISCLOSED LIABILITIES.............................................15


                                      -i-


<PAGE>


  3.16  INSURANCE...........................................................15
  3.17  LOANS...............................................................16
  3.18  TITLE TO PROPERTY...................................................16
  3.19  ENVIRONMENTAL MATTERS...............................................17
  3.20  INTEREST RATE RISK MANAGEMENT INSTRUMENTS...........................17
  3.21  INTELLECTUAL PROPERTY...............................................17
  3.22  REORGANIZATION; POOLING OF INTERESTS................................18
  3.23  REGULATORY APPROVALS................................................18
  3.24  OPINION.............................................................18
  3.25  COMPANY INFORMATION.................................................18

                                   ARTICLE IV

             REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

  4.1 CORPORATE ORGANIZATION................................................19
  4.2 CAPITALIZATION........................................................19
  4.3 AUTHORITY; NO VIOLATION...............................................20
  4.4 CONSENTS AND APPROVALS................................................21
  4.5 REGULATORY COMPLIANCE.................................................21
  4.6 FINANCIAL STATEMENTS..................................................22
  4.7 BROKER'S FEES.........................................................22
  4.8 ABSENCE OF CERTAIN CHANGES OR EVENTS..................................22
  4.9 LEGAL PROCEEDINGS.....................................................23
  4.10  SEC REPORTS.........................................................23
  4.11  COMPLIANCE WITH APPLICABLE LAW......................................23
  4.12  UNDISCLOSED LIABILITIES.............................................23
  4.13  ENVIRONMENTAL LIABILITY.............................................24
  4.14  INTEREST RATE RISK MANAGEMENT INSTRUMENTS...........................24
  4.15  REORGANIZATION; POOLING OF INTERESTS................................24
  4.16  REGULATORY APPROVALS................................................24
  4.17  PARENT INFORMATION..................................................25

                                    ARTICLE V

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

  5.1 CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE TIME.....................25
  5.2 COMPANY FORBEARANCES..................................................25
  5.3 PARENT FORBEARANCES...................................................27
  5.4 ACQUISITION PROPOSALS.................................................28
  5.5 BOARD OF DIRECTORS OF COMERCIA BANK -- CALIFORNIA.....................29

                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS


                                      -ii-


<PAGE>


  6.1 REGULATORY MATTERS....................................................29
  6.2 ACCESS TO INFORMATION.................................................30
  6.3 SHAREHOLDERS' APPROVALS...............................................30
  6.4 LEGAL CONDITIONS TO MERGER............................................31
  6.5 AFFILIATES; PUBLICATION OF COMBINED FINANCIAL RESULTS.................31
  6.6 STOCK EXCHANGE LISTING................................................31
  6.7 EMPLOYEE BENEFIT PLANS................................................31
  6.8 INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE...................32
  6.9 ADDITIONAL AGREEMENTS.................................................33
  6.10  ADVICE OF CHANGES...................................................33
  6.12  EXEMPTION FROM LIABILITY UNDER SECTION 16(B)........................33

                                   ARTICLE VII

                              CONDITIONS PRECEDENT

  7.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER............34
  7.2 CONDITIONS TO OBLIGATIONS OF THE COMPANY..............................35
  7.3 CONDITIONS TO OBLIGATIONS OF PARENT AND MERGER SUB....................35

                                  ARTICLE VIII

                            TERMINATION AND AMENDMENT

  8.1 TERMINATION...........................................................36
  8.2 EFFECT OF TERMINATION.................................................37
  8.3 AMENDMENT.............................................................37
  8.4 EXTENSION; WAIVER.....................................................37

                                   ARTICLE IX

                               GENERAL PROVISIONS

  9.1 CLOSING...............................................................38
  9.2 NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.............38
  9.3 EXPENSES..............................................................38
  9.4 NOTICES...............................................................38
  9.5 INTERPRETATION........................................................39
  9.6 COUNTERPARTS..........................................................40
  9.7 ENTIRE AGREEMENT......................................................40
  9.8 GOVERNING LAW.........................................................40
  9.9 PUBLICITY.............................................................40
  9.10  ASSIGNMENT; THIRD PARTY BENEFICIARIES...............................40


Exhibit A - Option Agreement
Exhibit 6.5(a)(1) - Form of Affiliate Letter Addressed to Parent


                                     -iii-


<PAGE>


Exhibit 6.5(a)(2) - Form of Affiliate Letter Addressed to the Company




                                      -iv-


<PAGE>


                             INDEX OF DEFINED TERMS
                             ----------------------

Defined Term                                                               Page
- ------------                                                               ----

Acquisition Proposal........................................................28
Agreement....................................................................1
BHC Act......................................................................6
California Agreement.........................................................2
California Secretary.........................................................2
CGCL.........................................................................1
Closing.....................................................................38
Closing Date................................................................38
Code.........................................................................3
Company......................................................................1
Company 10-K................................................................10
Company Articles.............................................................6
Company Benefit Plans.......................................................13
Company Bylaws...............................................................6
Company Capital Shares.......................................................7
Company Common Share.........................................................2
Company Contract............................................................15
Company Disclosure Schedule..................................................6
Company ERISA Affiliate.....................................................13
Company Insiders............................................................34
Company Option...............................................................3
Company Preferred Shares.....................................................7
Company Regulatory Agreement.................................................9
Company Reports.............................................................14
Company Rights...............................................................7
Company Share Certificates...................................................4
Company Stock Plan...........................................................7
Confidentiality Agreements..................................................30
Covered Employees...........................................................31
Delaware Certificate.........................................................2
Delaware Secretary...........................................................2
DGCL.........................................................................1
Dissenting Shareholder.......................................................4
Dissenting Shares............................................................4
DPC Shares...................................................................2
Effective Time...............................................................2
Employees...................................................................32
Employer Securities.........................................................14
Environmental Laws..........................................................17
ERISA.......................................................................12
ESOP........................................................................14
Exchange Act................................................................10


                                      -v-


<PAGE>


Exchange Agent...............................................................4
Exchange Ratio...............................................................2
Federal Reserve Board........................................................8
Financial Advisor...........................................................10
GAAP.........................................................................3
Governmental Entity..........................................................9
HSR Act......................................................................8
Indemnified Parties.........................................................32
Intellectual Property.......................................................18
IRS.........................................................................11
Liens........................................................................8
Loan........................................................................14
Material Adverse Effect......................................................6
Maximum Amount..............................................................33
Merger.......................................................................1
Merger Consideration.........................................................2
Merger Sub...................................................................1
Merger Sub Bylaws...........................................................19
Merger Sub Certificate......................................................19
Merger Sub Common Stock......................................................3
Non-Subsidiary Affiliate.....................................................7
OCC..........................................................................9
Option Agreement.............................................................1
Parent.......................................................................1
Parent 10-K.................................................................22
Parent Bylaws...............................................................19
Parent Capital Stock........................................................19
Parent Certificate..........................................................19
Parent Common Stock..........................................................2
Parent Disclosure Schedule..................................................19
Parent Preferred Stock......................................................19
Parent Regulatory Agreement.................................................22
Parent Reports..............................................................23
Parent Rights...............................................................20
Parent Stock Certificates....................................................4
Parent Stock Plans..........................................................19
Person......................................................................28
Proxy Statement..............................................................8
Regulatory Agencies..........................................................9
Requisite Regulatory Approvals..............................................34
S-4..........................................................................8
SEC..........................................................................8
Section 16 Information......................................................34
Securities Act..............................................................14
SRO..........................................................................8
State Approvals..............................................................8


                                      -vi-


<PAGE>


State Regulator..............................................................9
Subsidiary...................................................................6
Surviving Corporation........................................................1
Tax.........................................................................12
Taxes.......................................................................12
Trust Account Shares.........................................................2




                                     -vii-


<PAGE>


                          AGREEMENT AND PLAN OF MERGER

      AGREEMENT AND PLAN OF MERGER, dated as of October 31, 2000 (this
"Agreement"), by and among IMPERIAL BANCORP, a California corporation (the
"Company"), COMERICA INCORPORATED, a Delaware corporation ("Parent"), and
COMERICA HOLDINGS INCORPORATED, a Delaware corporation and a wholly owned
subsidiary of Parent ("Merger Sub").

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


      WHEREAS, the Boards of Directors of each of the Company, Parent and Merger
Sub have determined that it is in the best interests of their respective
companies and their shareholders to consummate the strategic business
combination transaction provided for herein in which the Company will, subject
to the terms and conditions set forth herein, merge with and into the Merger Sub
(the "Merger"), so that Merger Sub is the surviving corporation (hereinafter
sometimes referred to in such capacity as the "Surviving Corporation") in the
Merger; and

      WHEREAS, as a condition to, and immediately after, the execution of this
Agreement, Parent and the Company are entering into a stock option agreement
with the Company as issuer, and Parent as grantee, of the stock option
contemplated thereby (the "Option Agreement") in the form attached hereto as
Exhibit A; and

      WHEREAS, as a condition to, and simultaneously with, the execution of this
Agreement, the persons set forth on Exhibit B-1 are entering into support
agreements in the form set forth on Exhibit B-2; and

      WHEREAS, it is the intention of the parties that the Merger be accounted
for as a "pooling of interests" under generally accepted accounting principles
and constitute a reorganization under Section 368(a) of the Code; and

      WHEREAS, the parties desire to make certain representations, warranties
and agreements in connection with the Merger and also to prescribe certain
conditions to the Merger.

      NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements contained herein, and intending to be legally bound
hereby, the parties agree as follows:

                                   ARTICLE I

                                   THE MERGER

       1.1 THE MERGER. (a) Subject to the terms and conditions of this
Agreement, in accordance with the General Corporation Law of the State of
Delaware (the "DGCL") and the General Corporation Law of the State of California
(the "CGCL"), at the Effective Time, the Company shall merge with and into
Merger Sub. Merger Sub shall be the Surviving Corporation in the


<PAGE>


Merger, and shall continue its corporate existence under the laws of the State
of Delaware. Upon consummation of the Merger, the separate corporate existence
of the Company shall terminate.

       (b) Parent may at any time change the method of effecting the
combination of the Company and Parent (including without limitation the
provisions of this Article I) if and to the extent it deems such change to be
desirable; provided, however, that no such change shall (A) alter or change the
           --------  -------
amount of consideration to be provided to holders of Company Common Shares
provided for in this Agreement (the "Merger Consideration"), (B) adversely
affect the tax treatment of shareholders as a result of receiving the Merger
Consideration or (C) materially impede or delay consummation of the transactions
contemplated by this Agreement.

       1.2 EFFECTIVE TIME. The Merger shall become effective as set forth in the
certificate of merger (the "Delaware Certificate") that shall be filed with the
Secretary of State of the State of Delaware (the "Delaware Secretary"), and in
the agreement of merger (the "California Agreement") that shall be filed with
the Secretary of State of the State of California (the "California Secretary"),
in each case as of the Closing Date. The term "Effective Time" shall be the date
and time when the Merger becomes effective, as set forth in the Delaware
Certificate and the California Agreement.

       1.3 EFFECTS OF THE MERGER.  At and after the Effective Time, the Merger
shall have the effects set forth in the DGCL and CGCL.

       1.4 CONVERSION OF STOCK. At the Effective Time, by virtue of the Merger
and without any action on the part of the Company, Parent, Merger Sub or the
holder of any of the following securities:

       (a) Subject to Section 2.2, each Common Share of the Company ("Company
Common Share") issued and outstanding immediately prior to the Effective Time,
except for (i) Company Common Shares owned, directly or indirectly, by the
Company, Parent or Merger Sub or any of their respective wholly owned
Subsidiaries (other than (A) Company Common Shares held, directly or indirectly,
in trust accounts, managed accounts and the like, or otherwise held in a
fiduciary capacity, that are beneficially owned by third parties (any such
Company Common Shares, whether held directly or indirectly by the Company,
Parent or Merger Sub or any of their respective Subsidiaries, being referred to
as "Trust Account Shares") and (B) Company Common Shares held by the Company,
Parent or Merger Sub or any of their respective Subsidiaries in respect of a
debt previously contracted (any such Company Common Shares that are similarly
held, whether held directly or indirectly by the Company, Parent or Merger Sub
or any of their respective Subsidiaries, being herein referred to as "DPC
Shares")) and (ii) Dissenting Shares, shall be converted into 0.46 of a share
(the "Exchange Ratio") of Common Stock, par value $5.00 per share, of Parent
("Parent Common Stock").

       (b) All Company Common Shares that are owned, directly or indirectly, by
the Company, Parent or Merger Sub or any of their respective wholly owned
Subsidiaries (other than Trust Account Shares and DPC Shares) shall be canceled
and shall cease to exist and no consideration shall be delivered in exchange
therefor.


                                      -2-


<PAGE>


       (c) Each share of Common Stock, par value $0.01 per share, of Merger Sub
("Merger Sub Common Stock") issued and outstanding immediately prior to the
Effective Time, shall remain issued and outstanding and unaffected by the
Merger.

If, prior to the Effective Time, the outstanding Company Common Shares or
outstanding shares of Parent Common Stock shall have been increased, decreased,
changed into or exchanged for a different number or kind of shares or securities
as a result of a reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split, or other similar change in
capitalization, an appropriate and proportionate adjustment shall be made to the
Exchange Ratio.

       1.5 COMPANY OPTIONS. (a) At the Effective Time, without any action on the
part of any holder of any such option, each option to purchase Company Common
Shares (each, a "Company Option") that is outstanding and unexercised
immediately prior thereto shall vest and shall cease to represent a right to
acquire Company Common Shares and shall be converted automatically into an
option to purchase shares of Parent Common Stock in an amount and at an exercise
price determined as provided below (and otherwise subject to the terms of the
Company Stock Plans and the agreements evidencing grants thereunder):

              (i) The number of shares of Parent Common Stock to be subject to
       the new option shall be equal to the product of the number of Company
       Common Shares purchasable upon exercise of the original Company Option
       and the Exchange Ratio, the product being rounded, if necessary, up or
       down, to the nearest whole share; and

              (ii) The exercise price per share of Parent Common Stock under the
       new option shall be equal to the exercise price per Company Common Shares
       under the original Company Option divided by the Exchange Ratio, PROVIDED
       that such exercise price shall be rounded to the nearest whole cent.

       (b) The adjustment provided in Section 1.5(a) with respect to any options
that are "incentive stock options" (as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be
effected in a manner that is consistent with Section 424(a) of the Code. The
duration and other terms of the new option shall be the same as the original
option.

       1.6 ARTICLES OF INCORPORATION.  At the Effective Time, the Merger Sub
Certificate shall be the articles of incorporation of the Surviving Corporation.

       1.7 BYLAWS.  At the Effective Time, the Merger Sub Bylaws shall be the
bylaws of the Surviving Corporation.

       1.8 TAX AND ACCOUNTING CONSEQUENCES. It is intended that the Merger shall
constitute a "reorganization" within the meaning of Section 368(a) of the Code,
that this Agreement shall constitute a "plan of reorganization" for the purposes
of Sections 354 and 361 of the Code and that the Merger shall be accounted for
as a "pooling of interests" under generally accepted accounting principles
("GAAP").

       1.9 BOARD OF DIRECTORS OF SURVIVING CORPORATION.  At the Effective Time,
the directors of the Surviving Corporation shall be comprised of the directors
of Merger Sub.


                                      -3-


<PAGE>


       1.10 DISSENTERS' RIGHTS. . If any record holder of Company Common Shares
which are "dissenting shares" (as defined in Section 1300(b) of the CGCL) (any
such Company Common Shares, "Dissenting Shares," and any such record holder, a
"Dissenting Shareholder") shall be entitled to require the Company or the
Surviving Corporation to purchase such Dissenting Shares pursuant to Chapter 13
of the CGCL, the Company shall give Parent notice thereof and Parent shall have
the right to control all negotiations and proceedings with respect thereto.
Neither the Company nor the Surviving Corporation shall, except with the prior
written consent of Parent, voluntarily make any payment with respect to, or
settle or offer to settle, any demand pursuant to Section 1301 of the CGCL. If
any Dissenting Shareholders shall fail to perfect or shall have effectively
withdrawn or lost the right to require the Company or the Surviving Corporation
to purchase his or her Dissenting Shares, the Dissenting Shares held by such
Dissenting Shareholder shall thereupon be treated as though such Dissenting
Shares had been converted into shares of Parent Common Stock pursuant to Section
1.4(a).

                                   ARTICLE II

                               EXCHANGE OF SHARES

       2.1 EXCHANGE OF COMPANY SHARE CERTIFICATES FOR PARENT STOCK CERTIFICATES.
From the Effective Time until the end of the six-month period following the
Effective Time, Parent shall make available to an exchange agent (which may be a
subsidiary bank of Parent) appointed prior to the Effective Time by Parent (and
not reasonably objected to by the Company) on behalf of the Surviving
Corporation (the "Exchange Agent") certificates representing shares of Parent
Common Stock ("Parent Stock Certificates") and cash in amounts sufficient to
allow the Exchange Agent to make all deliveries of Parent Stock Certificates and
payments that may be required in exchange for certificates representing Company
Common Shares ("Company Share Certificates") pursuant to this Article II. At the
end of such six-month period, any such Parent Stock Certificates and cash
remaining in the possession of the Exchange Agent (together with any dividends
or earnings in respect thereof) shall be returned to Parent. Any former holders
of Company Share Certificates who have not theretofore exchanged their Company
Share Certificates for Parent Stock Certificates and cash pursuant to this
Article II shall thereafter be entitled to look exclusively to Parent, and only
as general creditors thereof, for the shares of Parent Common Stock and any cash
to which they become entitled upon exchange of their Company Share Certificates
pursuant to this Article II.

       2.2 EXCHANGE PROCEDURES. Promptly after the Effective Time, Parent shall
cause the Exchange Agent to mail or deliver to each person who was, immediately
prior to the Effective Time, a holder of record of Company Common Shares, a form
(mutually agreed upon by the Company and Parent) of letter of transmittal (which
shall specify that delivery shall be effected, and risk of loss and title to the
certificates shall pass, only upon delivery of the certificates to the Exchange
Agent) containing instructions for use in effecting the surrender of Company
Share Certificates in exchange for Parent Stock Certificates and any payments
pursuant to this Article II. Upon surrender to the Exchange Agent of a Company
Share Certificate for cancellation together with such letter of transmittal,
duly executed and completed in accordance with the instructions thereto, the
holder of such Company Share Certificate shall be entitled to receive in
exchange therefor a Parent Stock Certificate representing the shares of Parent
Common Stock,


                                      -4-


<PAGE>


and a check in the amount, if any, to which such holder is entitled pursuant to
this Article II, and the Company Share Certificate so surrendered shall
forthwith be canceled. No interest will be paid or will accrue on any amount
payable upon surrender of Company Share Certificates.

       (a) No dividends or other distributions declared with respect to Parent
Common Stock shall be paid to the holder of any unsurrendered Company Share
Certificate until the holder thereof shall surrender such Company Share
Certificate in accordance with this Article II. After the surrender of a Company
Share Certificate in accordance with this Article II, the record holder thereof
shall be entitled to receive any such dividends or other distributions, without
any interest thereon, that theretofore had become payable with respect to shares
of Parent Common Stock represented by such Company Share Certificate.

       (b) After the Effective Time, there shall be no transfers on the stock
transfer books of the Company of Company Common Shares that were issued and
outstanding immediately prior to the Effective Time.

       (c) If any Parent Stock Certificate or cash payment is to be issued or
made in a name other than that in which the Company Certificate surrendered in
exchange therefor is registered, it shall be a condition of such exchange that
the Company Share Certificate so surrendered shall be properly endorsed (or
accompanied by an appropriate instrument of transfer) and otherwise in proper
form for transfer, and that the person requesting such exchange shall pay to the
Exchange Agent in advance any transfer or other taxes required by reason of the
issuance of such Parent Stock Certificate or the making of such cash payment in
a name other than that of the registered holder of the Company Share Certificate
surrendered, or shall establish to the satisfaction of Parent that any such
taxes have been paid or are not applicable.

       (d) Notwithstanding anything to the contrary contained herein, no
certificates or scrip representing fractional shares of Parent Common Stock
shall be issued upon the surrender for exchange of Certificates, no dividend or
distribution with respect to Parent Common Stock shall be payable on or with
respect to any fractional share, and such fractional share interests shall not
entitle the owner thereof to vote or to any other rights of a shareholder of
Parent.

       (e) In the event any Company Share Certificate shall have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming such Company Share Certificate to be lost, stolen or destroyed and, if
reasonably required by Parent, the posting by such person of a bond in such
amount as Parent may determine is reasonably necessary as indemnity against any
claim that may be made against it with respect to such Company Share
Certificate, the Exchange Agent will issue in exchange for such lost, stolen or
destroyed Company Share Certificate the shares of Parent Common Stock and any
cash in lieu of fractional shares deliverable in respect thereof pursuant to
this Agreement.

       (f) Upon giving effect to the conversion and exchange described in
Section 1.4, the resulting number of shares of Parent Common Stock of each
registered holder of Company Common Shares shall be rounded down to the nearest
whole number and each such registered holder shall be entitled to receive from
Parent in lieu of any fractional share of Parent Common Stock prior to such
rounding down an amount in cash (without interest) equal to the product obtained
by multiplying (a) the fraction of a share of Parent Common Stock to which such
holder


                                      -5-


<PAGE>


would otherwise be entitled and (b) the average of the closing price per
share of Parent Common Stock for the ten trading days most recently preceding
the Closing Date as reported on the NYSE Composite Transactions reporting
system. Notwithstanding the foregoing, fractional shares of Parent Common Stock
that would be issued into the ESOP prior to the Effective Time shall be issued
within such plan as a fractional share of Parent Common Stock at the Effective
Time.

                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

       Except as disclosed in the corresponding sections or subsections of the
Company disclosure schedule delivered to Parent concurrently herewith (the
"Company Disclosure Schedule"), the Company hereby represents and warrants to
Parent as follows:

       3.1 CORPORATE ORGANIZATION. (a) The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California. The Company has the corporate power and authority to own or lease
all of its properties and assets and to carry on its business as it is now being
conducted, and is duly licensed or qualified to do business in each jurisdiction
in which the nature of the business conducted by it or the character or location
of the properties and assets owned or leased by it makes such licensing or
qualification necessary, except where the failure to be so licensed or qualified
would not, either individually or in the aggregate, have a Material Adverse
Effect on the Company. As used in this Agreement, the term "Material Adverse
Effect" means, with respect to the Company, Parent or Merger Sub, as the case
may be, a material adverse effect on (i) the business, results of operations or
financial condition of such party and its Subsidiaries taken as a whole, except
to the extent such effect is attributable to the execution of this Agreement and
the announcement thereof, or (ii) the ability of such party to timely consummate
the transactions contemplated hereby. As used in this Agreement, the word
"Subsidiary" means, with respect to the Company or Parent or any entity, an
entity that is consolidated with such party for financial reporting purposes.
The Company is duly registered as a bank holding company and has become a
financial holding company under the Bank Holding Company Act of 1956, as amended
(the "BHC Act"), and meets the requirements of Section 4(l) of the BHC Act. True
and complete copies of the Restated Articles of Incorporation of the Company, as
heretofore amended (the "Company Articles"), and the Bylaws of the Company as in
effect as of the date of this Agreement (the "Company Bylaws"), have previously
been made available to Parent.

       (b) Each Subsidiary of the Company (i) is duly organized and validly
existing under the laws of its jurisdiction of organization, (ii) is duly
qualified to do business and in good standing in all jurisdictions (whether
federal, state, local or foreign) where its ownership or leasing of property or
the conduct of its business requires it to be so qualified and in which the
failure to be so qualified would have a Material Adverse Effect on the Company
and (iii) has all requisite corporate power and authority to own or lease its
properties and assets and to carry on its business as now conducted.

       3.2 CAPITALIZATION. (a) The authorized capital stock of the Company
consists of (i) 50,000,000 Company Common Shares, of which, as of
October 16, 2000, 43,462,036 shares were issued and outstanding, and (ii)
5,000,000 Preferred Shares (the "Company Preferred


                                      -6-


<PAGE>


Shares" and, together with the Company Common Shares, the "Company Capital
Shares"), no shares of which are issued and outstanding. All of the issued and
outstanding Company Common Shares have been duly authorized and validly issued
and are fully paid, nonassessable and free of preemptive rights, with no
personal liability attaching to the ownership thereof. As of the date of this
Agreement, except (i) pursuant to the terms of the Option Agreement and (ii)
options and stock issued pursuant to the Company's 1986 Stock Option Plan (the
"Company Stock Plan") or purchased pursuant to the Company's Employee Stock
Ownership Plan, the Company does not have and is not bound by any outstanding
subscriptions, options, warrants, calls, commitments or agreements of any
character calling for the purchase or issuance of any shares of Company Capital
Shares or any other equity securities of the Company or any securities
representing the right to purchase or otherwise receive any shares of Company
Capital Shares (collectively, including the items contemplated by clauses (i)
and (ii) of this sentence, the "Company Rights"). As of October 16, 2000, no
shares of Company Capital Shares were reserved for issuance except for 4,390,356
shares of Company Common Shares reserved for issuance pursuant to the Company
Stock Plan. Since October 16, 2000, the Company has not issued any shares of its
capital stock or any securities convertible into or exercisable for any shares
of its capital stock, other than as expressly permitted by Section 5.2 hereof or
pursuant to the exercise of employee stock options granted prior to such date or
pursuant to the Company Stock Plan and the Option Agreement. Set forth in the
Company Disclosure Schedule is a list containing the name of each holder of an
option to purchase Company Common Shares, the date of each option to purchase
Company Common Shares held by such person, the number of shares subject to each
such option, the expiration date of each such option and the price at which each
such option may be exercised under the applicable stock plan.

       (b) The Company owns, directly or indirectly, all of the issued and
outstanding shares of capital stock or other ownership interests of each of its
Subsidiaries, free and clear of any Liens (as defined below), and all of such
shares or other ownership interests are duly authorized and validly issued and
are fully paid, nonassessable and free of preemptive rights, with no personal
liability attaching to the ownership thereof. No Subsidiary of the Company has
or is bound by any outstanding subscriptions, options, warrants, calls,
commitments or agreements of any character calling for the purchase or issuance
of any shares of capital stock or any other equity security of such Subsidiary
or any securities representing the right to purchase or otherwise receive any
shares of capital stock or any other equity security of such Subsidiary. The
Company Disclosure Schedule sets forth a list of the material investments of the
Company in corporations, joint ventures, partnerships, limited liability
companies and other entities other than its Subsidiaries (each of such entities,
a "Non-Subsidiary Affiliate").

       3.3 AUTHORITY; NO VIOLATION. (a) The Company has full corporate power and
authority to execute and deliver this Agreement and the Option Agreement and to
consummate the transactions contemplated hereby and thereby. The execution and
delivery of this Agreement and the Option Agreement and the consummation of the
transactions contemplated hereby and thereby have been duly and validly approved
by the Board of Directors of the Company. The Board of Directors of the Company
has directed that this Agreement and the transactions contemplated hereby be
submitted to the Company's shareholders for approval at a meeting of such
shareholders and, except for the approval of this Agreement and the transactions
contemplated hereby by the affirmative vote of a majority of the outstanding
Company Common Shares entitled to vote, no corporate proceedings on the part of
the Company are necessary to approve this Agreement or


                                      -7-


<PAGE>


the Option Agreement or to consummate the transactions contemplated hereby and
thereby. This Agreement has been duly and validly executed and delivered by the
Company and (assuming due authorization, execution and delivery by Parent and
Merger Sub) constitutes the valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms (except as may be
limited by bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting the rights of creditors generally and the availability of equitable
remedies).

       (b) Neither the execution and delivery of this Agreement or the Option
Agreement by the Company nor the consummation by the Company of the transactions
contemplated hereby or thereby, nor compliance by the Company with any of the
terms or provisions hereof or thereof, will (i) violate any provision of the
Company Articles or Company Bylaws or (ii) assuming that the consents and
approvals referred to in Section 3.4 are duly obtained, (x) violate any statute,
code, ordinance, rule, regulation, judgment, order, writ, decree or injunction
applicable to the Company, any of its Subsidiaries or its Non-Subsidiary
Affiliates or any of their respective properties or assets or (y) violate,
conflict with, result in a breach of any provision of or the loss of any benefit
under, constitute a default (or an event that, with notice or lapse of time, or
both, would constitute a default) under, result in the termination of or a right
of termination or cancellation under, accelerate the performance required by, or
result in the creation of any charge, mortgage, pledge, security interest,
restriction, claim, lien or encumbrance (collectively, "Liens") upon any of the
respective properties or assets of the Company, any of its Subsidiaries or
Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or
other instrument or obligation to which the Company, any of its Subsidiaries or
its Non-Subsidiary Affiliates is a party, or by which they or any of their
respective properties or assets may be bound or affected, except (in the case of
clause (y) above) for such violations, conflicts, breaches or defaults that,
either individually or in the aggregate, will not have a Material Adverse Effect
on the Company.

       3.4 CONSENTS AND APPROVALS. Except for (i) the filing of applications and
notices, as applicable, with the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board") under the BHC Act and approval of such
applications and notices, (ii) the pre-merger notification requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), (iii) the filing of any required applications or notices with any state
banking agencies and approval of such applications and notices (the "State
Approvals"), (iv) the filing with the Securities and Exchange Commission (the
"SEC") of a proxy statement in definitive form relating to the meeting of the
Company's shareholders to be held in connection with this Agreement and the
transactions contemplated hereby (the "Proxy Statement"), and of the
registration statement on Form S-4 (the "S-4") in which the Proxy Statement will
be included as a prospectus and any filings under the Securities Act required in
connection with the issuance of Company Common Shares pursuant to the Option
Agreement, (v) the filing of the Delaware Certificate with the Delaware
Secretary pursuant to the DGCL, (vi) the filing of the California Agreement and
required officers' certificates with the California Secretary pursuant to the
CGCL, (vii) any consents, authorizations, approvals, filings or exemptions in
connection with compliance with the applicable provisions of federal and state
securities laws relating to the regulation of broker-dealers, insurance
companies and agents, investment advisers or transfer agents, and federal
commodities laws relating to the regulation of futures commission merchants and
the rules and regulations thereunder and of any applicable industry
self-regulatory organization ("SRO"), and the rules of the NYSE, or that are
required under consumer finance, mortgage


                                      -8-


<PAGE>


banking and other similar laws and (viii) such filings and approvals as are
required to be made or obtained under the securities or "Blue Sky" laws of
various states in connection with the issuance of shares of Parent Common Stock
pursuant to this Agreement or the resale of shares of Company Common Shares as
contemplated by the Option Agreement, no consents or approvals of or filings or
registrations with any court, administrative agency or commission or other
governmental authority or instrumentality (each a "Governmental Entity") are
necessary in connection with (A) the execution and delivery by the Company of
this Agreement and the Option Agreement and (B) the consummation by the Company
of the transactions contemplated hereby and thereby, except to the extent that
the absence of any such consent, authorization, approval, filing or exemption
would not, either individually or in the aggregate, have a Material Adverse
Effect on the Company.

       3.5 REGULATORY COMPLIANCE. (a) Except for normal examinations conducted
by a Regulatory Agency (as defined below) in the ordinary course of the business
of the Company and its Subsidiaries, no Regulatory Agency has initiated any
proceeding or, to the best knowledge of the Company, investigation into the
business or operations of the Company or any of its Subsidiaries since January
1, 1998, except where such proceedings or investigation is not reasonably
likely, either individually or in the aggregate, to have a Material Adverse
Effect on the Company. There is no unresolved violation, criticism or exception
by any Regulatory Agency with respect to any report or statement relating to any
examinations of the Company or any of its Subsidiaries that, in the reasonable
judgment of the Company, is reasonably likely, either individually or in the
aggregate, to have a Material Adverse Effect on the Company. The term
"Regulatory Agencies" means (i) the Federal Reserve Board, (ii) the Federal
Deposit Insurance Corporation, (iii) any state regulatory authority (each a
"State Regulator"), (iv) the Office of the Comptroller of the Currency (the
"OCC"), (v) the SEC and (vi) any SRO.

       (b) Neither the Company nor any of its Subsidiaries is subject to any
cease-and-desist or other order issued by, or is a party to any written
agreement, consent agreement or memorandum of understanding with, or is a party
to any commitment letter or similar undertaking to, or is subject to any order
or directive by, or has been since January 1, 1998, a recipient of any
supervisory letter from, or since January 1, 1998, has adopted any board
resolutions at the request of any Regulatory Agency or other Governmental Entity
that currently restricts in any material respect the conduct of its business or
that in any material manner relates to its capital adequacy, its credit
policies, its management or its business (each, whether or not set forth in the
Company Disclosure Schedule, a "Company Regulatory Agreement"), nor has the
Company or any of its Subsidiaries been advised since January 1, 1998, by any
Regulatory Agency or other Governmental Entity that it is considering issuing or
requesting any such Company Regulatory Agreement.

       (c) The Company and its Subsidiaries have timely filed all reports,
registrations and statements, together with any amendments required to be made
with respect thereto, that they were required to file since January 1, 1998 with
all Regulatory Agencies, and have paid all fees and assessments due and payable
in connection therewith, except where the failure to file such report,
registration, statement or amendment or to pay such fees and assessments is not
reasonably likely, either individually or in the aggregate, to have a Material
Adverse Effect on the Company.


                                      -9-


<PAGE>


       3.6 FINANCIAL STATEMENTS. Copies of the consolidated balance sheets of
the Company and its Subsidiaries as of December 31, for the fiscal years 1998
and 1999, and the related consolidated statement of income, consolidated
statement of changes in shareholders' shareholders' equity and comprehensive
income and consolidated statement of cash flows for the fiscal years 1998
through 1999, inclusive, as reported in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999 (the "Company 10-K") filed with the
SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
in each case accompanied by the audit report of KPMG LLP, independent
accountants with respect to the Company, have previously been made available to
Parent. The December 31, 1999 consolidated balance sheet of the Company
(including the related notes, where applicable) fairly presents in all material
respects the consolidated financial position of the Company and its Subsidiaries
as of the date thereof, and the other financial statements referred to in this
Section 3.6 (including the related notes, where applicable) fairly present in
all material respects the results of the consolidated operations and changes in
shareholders' equity and consolidated financial position of the Company and its
Subsidiaries for the respective fiscal periods or as of the respective dates
therein set forth; each of such statements (including the related notes, where
applicable) complies in all material respects with applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto; and each of such statements (including the related notes, where
applicable) has been prepared in all material respects in accordance with GAAP
consistently applied during the periods involved, except, in each case, as
indicated in such statements or in the notes thereto. The books and records of
the Company and its Subsidiaries have been, and are being, maintained in all
material respects in accordance with GAAP and any other applicable legal and
accounting requirements.

       3.7 BROKER'S FEES. Except for Donaldson, Lufkin & Jenrette Securities
Corporation or its successors in interest (the "Financial Advisor"), the fees
and expenses of which will be as set forth in the Company Disclosure Schedule,
none of the Company, any of its Subsidiaries or any of their respective officers
or directors has employed any broker or finder or incurred any liability for any
broker's fees, commissions or finder's fees in connection with the Merger or
related transactions contemplated by this Agreement or the Option Agreement.

       3.8 ABSENCE OF CERTAIN CHANGES OR EVENTS. (a) Except as publicly
disclosed in Company Reports filed prior to the date hereof, since
December 31, 1999, no event or events have occurred that have had, either
individually or in the aggregate, a material adverse effect on the business,
results of operations or financial condition of the Company and its subsidiaries
taken as a whole, other than any event or events attributable to (i) the
execution of this Agreement and the announcement thereof, (ii) any change in
law, rule or regulation or GAAP or any interpretation thereof, or (iii) any
change in economic or business conditions generally (including, without
limitation, changes in interest rates) or in the banking industry specifically
and not disproportionately affecting the Company or its Subsidiaries.

       (b) Except as publicly disclosed in Company Reports filed prior to the
date hereof, since December 31, 1999, the Company and its Subsidiaries have
carried on their respective businesses in all material respects in the ordinary
course.

       (c) Since December 31, 1999, neither the Company nor any of its
Subsidiaries has (i) except for normal increases for employees (other than
directors and officers subject to the re-


                                      -10-

<PAGE>


porting requirements of Section 16(a) of the Exchange Act) made in the ordinary
course of business consistent with past practice or as required by applicable
law, increased the wages, salaries,  compensation, pension, or other fringe
benefits or perquisites payable to any  executive officer, employee, or director
from the amount thereof in effect as of December 31, 1999, granted any severance
or termination pay (except payments made in the ordinary course of business
consistent with past practice under a previously disclosed severance plan or
policy), entered into any contract to make or grant any severance or termination
pay, or paid any bonus other than the customary year-end bonuses for fiscal 2000
and 1999 in amounts consistent with past practice, (ii) granted any stock
appreciation rights or granted any rights to acquire any shares of its capital
stock to any executive officer, director or employee other than grants to
employees (other than directors and officers subject to the reporting
requirements of Section 16(a) of the Exchange Act) made in the ordinary course
of business consistent with past practice under the Company Stock Plans and
except as permitted by Section 5.2(b)(iii), or (iii) suffered any strike, work
stoppage, slow-down, or other labor disturbance.

       3.9 LEGAL PROCEEDINGS. (a) Neither the Company nor any of its
Subsidiaries is a party to any, and there are no pending or, to the best of the
Company's knowledge, threatened, legal, administrative, arbitral or other
proceedings, claims, actions or governmental or regulatory investigations of any
nature against the Company or any of its Subsidiaries or challenging the
validity or propriety of the transactions contemplated by this Agreement or the
Option Agreement as to which, in any such case, there is a reasonable
probability of an adverse determination and that, if adversely determined, will,
either individually or in the aggregate, have a Material Adverse Effect on the
Company.

       (b) There is no injunction, order, judgment, decree, or regulatory
restriction (other than those that apply generally to financial holding
companies, bank holding companies or banks) imposed upon the Company, any of its
Subsidiaries or the assets of the Company or any of its Subsidiaries that has
had, or will have, either individually or in the aggregate, a Material Adverse
Effect on the Company or the Surviving Corporation.

       3.10 TAXES AND TAX RETURNS. (a) Each of the Company and its Subsidiaries
has duly filed all federal, state, foreign and local information returns and tax
returns required to be filed by it on or prior to the date hereof (all such
returns being accurate and complete in all material respects) and has duly paid
or made provisions for the payment of all Taxes and other governmental charges
that have been incurred or are due or claimed to be due from it by federal,
state, foreign or local taxing authorities on or prior to the date of this
Agreement (including, without limitation, if and to the extent applicable, those
due in respect of its properties, income, business, capital stock, deposits,
franchises, licenses, sales and payrolls) other than (i) Taxes or other charges
that are not yet delinquent or are being contested in good faith and have not
been finally determined, or (ii) information returns, tax returns, Taxes or
other governmental charges as to which the failure to file, pay or make
provision for will not, either individually or in the aggregate, have a Material
Adverse Effect on the Company. The federal and material state income tax returns
of the Company and its Subsidiaries have been examined by the Internal Revenue
Service (the "IRS") or the relevant state taxing authorities, as the case may
be, for all complete tax years, and any liability with respect thereto has been
satisfied or any liability with respect to any deficiencies asserted as a result
of any such examinations is covered by reserves made in accordance with GAAP, or
the period for assessment of the Taxes in respect of which such returns were
re-


                                      -11-


<PAGE>


quired to be filed has expired. There are no material disputes pending, or
claims asserted for, Taxes or assessments upon the Company or any of its
Subsidiaries for which the Company has not established reserves in accordance
with GAAP. In addition, (A) proper and accurate amounts have been withheld by
the Company and its Subsidiaries from their employees for all prior periods in
compliance in all material respects with the tax withholding provisions of
applicable federal, state and local laws, except where failure to do so will
not, either individually or in the aggregate, have a Material Adverse Effect on
the Company, (B) federal, state, and local returns that are accurate and
complete in all material respects have been filed by the Company and its
Subsidiaries for all periods for which returns were due with respect to income
tax withholding, Social Security and unemployment taxes, except where failure to
do so will not, either individually or in the aggregate, have a Material Adverse
Effect on the Company, (C) the amounts shown on such federal, state or local
returns to be due and payable have been paid in full or provision therefor has
been included by the Company in its consolidated financial statements in
accordance with GAAP, except where failure to do so will not, either
individually or in the aggregate, have a Material Adverse Effect on the Company
and (D) there are no Tax liens upon any property or assets of the Company or its
Subsidiaries except liens for current Taxes not yet due or liens that will not,
either individually or in the aggregate, have a Material Adverse Effect on the
Company. Neither the Company nor any of its Subsidiaries has been required to
include in income any adjustment pursuant to Section 481 of the Code by reason
of a voluntary change in accounting method initiated by the Company or any of
its Subsidiaries, and the IRS has not initiated or proposed in writing any such
adjustment or change in accounting method, in either case that has had or will
have, either individually or in the aggregate, a Material Adverse Effect on the
Company. Except as set forth in the financial statements described in Section
3.6 (including the related notes, where applicable), neither the Company nor any
of its Subsidiaries has entered into a transaction that is being accounted for
as an installment obligation under Section 453 of the Code, that will have,
either individually or in the aggregate, a Material Adverse Effect on the
Company.

       (b) As used in this Agreement, the term "Tax" or "Taxes" means all
federal, state, local, and foreign income, excise, gross receipts, gross income,
ad valorem, profits, gains, property, capital, sales, transfer, use, payroll,
- -- -------
employment, severance, withholding, duties, intangibles, franchise, backup
withholding, and other taxes, charges, levies or like assessments together with
all penalties and additions to tax and interest thereon.

       (c) No deduction has been disallowed under Section 162(m) of the Code for
employee remuneration of any amount paid or payable by the Company or any
Subsidiary of the Company under any contract, plan, program, arrangement or
understanding, except for such disallowed deductions that will not, either
individually or in the aggregate, have a Material Adverse Effect on the Company.

       3.11 EMPLOYEE BENEFIT PLANS. (a) The Company Disclosure Schedule sets
forth a true and complete list of each employee, consultant or director benefit
plan, arrangement or agreement, whether or not written, including without
limitation any employee welfare benefit plan within the meaning of Section 3(1)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
any employee pension benefit plan within the meaning of Section 3(2) of ERISA
(whether or not such plan is subject to ERISA) and any bonus, incentive,
deferred compensation, stock purchase, stock option, severance, employment,
change of control or


                                      -12-


<PAGE>


material fringe benefit plan, program or agreement (the "Company Benefit Plans")
that is or has been sponsored, maintained or contributed to by the Company or
any of its Subsidiaries or by any trade or business, whether or not incorporated
(a "Company ERISA Affiliate"), all of which together with the Company would be
deemed a "single employer" within the meaning of Section 4001 of ERISA.

       (b) True and complete copies of each of the Company Benefit Plans and
certain related documents (including but not limited to (i) the actuarial
reports for such Company Benefit Plan (if applicable) for each of the two most
recent fiscal years and (ii) the most recent determination letter from the IRS
(if applicable) for such Company Benefit Plan) have previously been made
available to Parent. The copies of the Company Benefit Plans filed as exhibits
to the Company 10-K are true and complete copies thereof.

       (c) (i) Each of the Company Benefit Plans has been operated and
administered in all material respects in compliance with applicable laws,
including, but not limited to, ERISA and the Code, (ii) each of the Company
Benefit Plans intended to be "qualified" within the meaning of Section 401(a)
of the Code has received a favorable determination letter from the IRS, and, to
the knowledge of the Company, there are no existing circumstances or any events
that have occurred that will adversely affect the qualified status of any such
Company Benefit Plan, (iii) with respect to each Company Benefit Plan that is
subject to Title IV of ERISA, the present value of accrued benefits under such
Company Benefit Plan, based upon the actuarial assumptions used for funding
purposes in the most recent actuarial report prepared by such Company Benefit
Plan's actuary with respect to such Company Benefit Plan, did not, as of its
latest valuation date, exceed the then-current value of the assets of such
Company Benefit Plan allocable to such accrued benefits, (iv) no Company Benefit
Plan provides benefits, including, without limitation, death or medical benefits
(whether or not insured), with respect to current or former employees or
directors of the Company or its Subsidiaries beyond their retirement or other
termination of service, other than (A) coverage mandated by applicable law, (B)
death benefits or retirement benefits under any "employee pension plan" (as such
term is defined in Section 3(2) of ERISA), (C) deferred compensation benefits
accrued as liabilities on the books of the Company or its Subsidiaries or (D)
benefits the full cost of which is borne by the current or former employee or
director (or his or her beneficiary), (v) no material liability under Title IV
of ERISA has been incurred by the Company, its Subsidiaries or any Company ERISA
Affiliate that has not been satisfied in full, and no condition exists that
presents a material risk to the Company, its Subsidiaries or any Company ERISA
Affiliate of incurring a material liability thereunder, (vi) no Company Benefit
Plan is a "multiemployer pension plan" (as such term is defined in Section 3(37)
of ERISA), (vii) all contributions or other amounts payable by the Company or
its Subsidiaries as of the Effective Time with respect to each Company Benefit
Plan in respect of current or prior plan years have been paid or accrued in
accordance with GAAP and Section 412 of the Code, (viii) none of the Company,
its Subsidiaries or any other person, including any fiduciary, has engaged in a
transaction in connection with which the Company, its Subsidiaries or any
Company Benefit Plan will be subject to either a material civil penalty assessed
pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to
Section 4975 or 4976 of the Code, and (ix) to the best knowledge of the Company
there are no pending, threatened or anticipated claims (other than routine
claims for benefits) by, on behalf of or against any of the Company Benefit
Plans or any trusts related thereto that could reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect on the
Company.


                                      -13-


<PAGE>


(      d) Neither the execution and delivery of this Agreement nor the
shareholder approval or consummation of the transactions contemplated hereby
will (either alone or in conjunction with any other event) (i) result (either
alone or upon the occurrence of any additional acts or events) in any payment
(including, without limitation, severance, unemployment compensation, "excess
parachute payment" (within the meaning of Section 280G of the Code), forgiveness
of indebtedness or otherwise) becoming due to any director or any employee of
the Company or any of its affiliates from the Company or any of its affiliates
under any Company Benefit Plan or otherwise, (ii) increase or affect the
calculation of the amount of any benefits otherwise payable under any Company
Benefit Plan, (iii) result in any acceleration of the time of payment or vesting
of any such benefits, (iv) require the funding of any trust or other funding
vehicle or (v) limit or prohibit the ability to amend, merge, terminate, or
receive a reversion of assets from, any Company Benefit Plan or related trust.

       (e) The Company's Salary Investment, Profit-Sharing and Employee Stock
Ownership Plan (the "ESOP") is an "employee stock ownership plan" within the
meaning of Section 4987(e)(7) of the Code. The Disclosure Schedule identifies
(i) each loan under which the ESOP is a borrower (each, a "Loan"), (ii) the
lender and guarantor (if any) of each Loan, and (iii) the securities of the
Company that were acquired with such Loan (the "Employer Securities"). Each loan
meets the requirements of Section 4987(d)(3) of the Code. The Employer
Securities are in each case pledged as collateral for the Loan with which they
were acquired, except to the extent they have been released from such pledge and
allocated to the accounts of participants in the ESOP in accordance with the
requirements of Treasury Regulations Sections 54.4985-7 and 54.4975-11.

       3.12 SEC REPORTS. An accurate and complete copy of each (a) final
registration statement, prospectus, report, schedule and definitive proxy
statement filed since January 1, 1997 by the Company with the SEC pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
Act (the "Company Reports") and prior to the date hereof and (b) communication
mailed by the Company to its shareholders since January 1, 1997 and prior to the
date hereof, has previously been made available to Parent, and no such Company
Report or communication, as of the date thereof, contained any untrue statement
of a material fact or omitted to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances in which they were made, not misleading, except that information
as of a later date (but before the date hereof) shall be deemed to modify
information as of an earlier date. Since January 1, 1997, as of their respective
dates, all Company Reports filed under the Securities Act and the Exchange Act
complied in all material respects with the published rules and regulations of
the SEC with respect thereto.

       3.13 COMPLIANCE WITH APPLICABLE LAW. The Company and each of its
Subsidiaries hold all licenses, franchises, permits and authorizations necessary
for the lawful conduct of their respective businesses under and pursuant to
each, and have complied in all respects with and are not in default in any
respect under any, applicable law, statute, order, rule, regulation, policy
and/or guideline of any Governmental Entity relating to the Company or any of
its Subsidiaries, except where the failure to hold such license, franchise,
permit or authorization or such noncompliance or default will not, either
individually or in the aggregate, have a Material Adverse Effect on the Company.


                                      -14-


<PAGE>


       3.14 CERTAIN CONTRACTS. (a) Neither the Company nor any of its
Subsidiaries is aparty to or bound by any contract, arrangement, commitment or
understanding (whether written or oral) (i) with respect to the employment of
any directors, officers or employees, other than in the ordinary course of
business consistent with past practice, (ii) that is a "material contract" (as
such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be
performed after the date of this Agreement that has not been filed or
incorporated by reference in the Company Reports, (iii) that restricts the
conduct of any line of business by the Company or any of its Subsidiaries or
upon consummation of the Merger will restrict the ability of Parent or the
Surviving Corporation to engage in any line of business in which a financial
holding company or bank holding company may lawfully engage or (iv) with or to a
labor union or guild (including any collective bargaining agreement). Each
contract, arrangement, commitment or understanding of the type described in this
Section 3.14(a) and in Section 3.11(a), whether or not set forth in the Company
Disclosure Schedule, is referred to herein as a "Company Contract," and neither
the Company nor any of its Subsidiaries knows of, or has received notice of, any
violation of the above by any of the other parties thereto that will have,
either individually or in the aggregate, a Material Adverse Effect on the
Company.

       (b) (i) Each Company Contract is valid and binding on the Company or any
of its Subsidiaries, as applicable, and in full force and effect, (ii) the
Company and each of its Subsidiaries has in all material respects performed all
obligations required to be performed by it to date under each Company Contract,
except where such noncompliance, either individually or in the aggregate, will
not have a Material Adverse Effect on the Company, and (iii) no event or
condition exists that constitutes or, after notice or lapse of time or both,
will constitute, a material default on the part of the Company or any of its
Subsidiaries under any such Company Contract, except where such default, either
individually or in the aggregate, will not have a Material Adverse Effect on the
Company.

       3.15 UNDISCLOSED LIABILITIES. Except for those liabilities that are fully
reflected or reserved against on the consolidated balance sheet of the Company
included in the Company December 31, 1999 Form 10-K and for liabilities incurred
in the ordinary course of business consistent with past practice, since December
31, 1999, neither the Company nor any of its Subsidiaries has incurred any
liability of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether due or to become due) that, either individually or in the
aggregate, has had or could be reasonably expected to have a Material Adverse
Effect on the Company.

       3.16 INSURANCE. The Company and its Subsidiaries have in effect insurance
coverage with reputable insurers that in respect of amounts, premiums, types and
risks insured, constitutes reasonably adequate coverage against all risks
customarily insured against by bank holding companies and their subsidiaries
comparable in size and operations to the Company and its Subsidiaries. The
Company and its Subsidiaries have given timely notice to their insurers with
respect to any covered claim exceeding any applicable deductible or retention
with respect to such claim by in excess of $250,000, and the excess over
applicable deductibles and retentions for all covered claims for which the
Company and its Subsidiaries have not given timely notice to their insurers does
not, in the aggregate, exceed $500,000.


                                      -15-


<PAGE>


       3.17 LOANS. Except as previously disclosed to Parent, as of
September 30, 2000, neither the Company nor any its Subsidiaries is a party to
any (i) loan agreement, note or borrowing arrangement, other than loans the
unpaid balance of which does not exceed $250,000 per loan, under the terms of
which the obligor is more than 90 days delinquent in payment of principal or
interest or, to the knowledge of the Chief Financial Officer and Chief Credit
Officer of the Company, in default of any other material provisions as of the
dates shown thereon; (ii) loan agreement, note or borrowing arrangement which
has been classified as "substandard," "doubtful," "loss," "other loans
especially mentioned," or any comparable classification by the Company or any of
its Subsidiaries; (iii) loan agreement, note or borrowing arrangement, including
any loan guarantee, with any director, executive officer or ten percent
shareholder of the Company, or to the knowledge of the Company, any person
controlling, controlled by or under common control with any of the foregoing; or
(iv) to the knowledge of the Company, loan agreement, note or borrowing
arrangement in violation of any law, regulation or rule of any Governmental
Entity where such violation could have a Material Adverse Effect on the Company.

       3.18 TITLE TO PROPERTY.

       (a) REAL PROPERTY. Except as disclosed in the Company Disclosure Schedule
or as has not had and would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect on the Company, the
Company and its Subsidiaries have good, valid and marketable title to all real
property owned by them free and clear of all mortgages, liens, pledges, charges
or encumbrances of any nature whatsoever, except liens for current taxes not yet
due and payable and other standard exceptions commonly found in title policies
in the jurisdiction where such real property is located, and such encumbrances
and imperfections of title, if any, as do not materially detract from the value
of the properties and do not materially interfere with the present or proposed
use of such properties or otherwise materially impair such operations. Except as
has not had and would not reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect on the Company, all real property
and fixtures of the Company and its Subsidiaries are in good condition and
repair, ordinary wear and tear excepted.

       (b) PERSONAL PROPERTY. The Company and its Subsidiaries have good, valid
and marketable title to all tangible personal property owned by them on the date
hereof, free and clear of all liens, pledges, charges or encumbrances of any
nature whatsoever except as publicly disclosed in the Company Reports filed
prior to the date hereof or as have not had and would not reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect on
the Company. With respect to personal property used in the business of the
Company and its Subsidiaries which is leased rather than owned, neither the
Company nor any Subsidiary thereof is in default under the terms of any such
lease the loss of which would have a Material Adverse Effect on the Company.

       (c) LEASED PROPERTY. Except as has not had and would not reasonably be
expected to have, either individually or in the aggregate, a Material Adverse
Effect on the Company, all leases of real property and all other leases that are
material to the Company and its Subsidiaries and under which the Company or any
of its Subsidiaries, as lessee, leases real or personal property, are valid and
binding on the Company or its applicable Subsidiary, as the case may be, in
accordance with their respective terms, there is not under such lease any
material existing default


                                      -16


<PAGE>


by the Company or such Subsidiary or any event which with notice or lapse of
time would constitute such a default.

       3.19 ENVIRONMENTAL MATTERS. There are no legal, administrative, arbitral
or other proceedings, claims, actions, causes of action, remediation activities
or, to the knowledge of the Company, any private environmental investigations or
governmental investigations of any nature seeking to impose, or that could
reasonably result in the imposition, on the Company or any of its Subsidiaries
of any liability or obligation arising under common law relating to any exposure
to any hazardous material or under any local, state or federal environmental
statute, regulation or ordinance enacted for the protection of the environment
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("Environmental Laws"),
pending or threatened against the Company or any of its Subsidiaries, which
liability or obligation will, either individually or in the aggregate, have a
Material Adverse Effect on the Company. To the knowledge of the Company, there
is no reasonable basis for any proceeding, claim, action or governmental
investigation that would impose any liability or obligation under any
Environmental Law that will, either individually or in the aggregate, have a
Material Adverse Effect on the Company. The Company is not subject to any order,
judgment, decree, letter or memorandum by or with any Governmental Authority
imposing any liability or obligation with respect to any Environmental Law that
will have, either individually or in the aggregate, a Material Adverse Effect on
the Company. Notwithstanding any other representation and warranty in this
Article III, the representations and warranties contained in this Section 3.19
constitute the sole representations and warranties of the Company with respect
to any Environmental law or any hazardous material.

       3.20 INTEREST RATE RISK MANAGEMENT INSTRUMENTS. All derivative
instruments, as such term is used in Statement of Financial Accounting Standards
No. 133 (including without limitation interest rate swaps, caps, floors and
option agreements and other interest rate risk management arrangements), whether
entered into for the account of the Company or for the account of a customer of
the Company or one of its Subsidiaries, were entered into in the ordinary course
of business consistent with past practice and in accordance with prudent banking
practice and applicable rules, regulations and policies of any Regulatory
Authority and with counterparties believed to be financially responsible at the
time and are legal, valid and binding obligations of the Company or one of its
Subsidiaries enforceable in accordance with their terms (except as may be
limited by bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting the rights of creditors generally and the availability of equitable
remedies), and are in full force and effect. The Company and each of its
Subsidiaries have duly performed in all material respects all of their material
obligations thereunder to the extent that such obligations to perform have
accrued; and to the Company's knowledge, there are no material breaches,
violations or defaults or allegations or assertions of such by any party
thereunder.

       3.21 INTELLECTUAL PROPERTY. Except as would not reasonably be expected to
have a Material Adverse Effect on the Company, to the knowledge of the Company:
(a) the Company and each of its Subsidiaries owns, or is licensed to use (in
each case, free and clear of any liens), all Intellectual Property (as defined
below) used in or necessary for the conduct of its business as currently
conducted; (b) the use of any Intellectual Property by the Company and its
Subsidiaries does not infringe on or otherwise violate the rights of any person
and is in accordance with any applicable license pursuant to which the Company
or any Subsidiary acquired the right to use


                                      -17-


<PAGE>


any Intellectual Property; (c) no Person is challenging, infringing on or
otherwise violating any right of the Company or any of its Subsidiaries with
respect to any Intellectual Property owned by and/or licensed to the Company or
its Subsidiaries; and (d) neither the Company nor any of its Subsidiaries has
received any written notice of any pending claim with respect to any
Intellectual Property used by the Company and its Subsidiaries and no
Intellectual Property owned and/or licensed by the Company or its Subsidiaries
is being used or enforced in a manner that would result in the abandonment,
cancellation or unenforceability of such Intellectual Property. For purposes of
this Agreement, "Intellectual Property" shall mean trademarks, service marks,
brand names, certification marks, trade dress and other indications of origin,
the goodwill associated with the foregoing and registrations in any jurisdiction
of, and applications in any jurisdiction to register, the foregoing, including
any extension, modification or renewal of any such registration or application;
inventions, discoveries and ideas, whether patentable or not, in any
jurisdiction; patents, applications for patents (including, without limitation,
divisions, continuations, continuations in part and renewal applications), and
any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic
information, trade secrets and confidential information and rights in any
jurisdiction to limit the use or disclosure thereof by any person; writings and
other works, whether copyrightable or not, in any jurisdiction; and
registrations or applications for registration of copyrights in any
jurisdiction, and any renewals or extensions thereof; any similar intellectual
property or proprietary rights.

       3.22 REORGANIZATION; POOLING OF INTERESTS. As of the date of this
Agreement, the Company has no reason to believe that the Merger will not qualify
as a "reorganization" within the meaning of Section 368(a) of the Code and as a
"pooling of interests" for accounting purposes.

       3.23 REGULATORY APPROVALS.  The Company has no reason to believe that any
required regulatory approvals in connection with the transactions contemplated
hereby will not be obtained on a timely basis.

       3.24 OPINION. Prior to the execution of this Agreement, the Company has
received an opinion from the Financial Advisor to the effect that as of the date
thereof and based upon and subject to the matters set forth therein, the
Exchange Ratio is fair to the shareholders of the Company from a financial point
of view. Such opinion has not been amended or rescinded as of the date of this
Agreement.

       3.25 COMPANY INFORMATION. The information relating to the Company and its
Subsidiaries which is provided by the Company or its representatives for
inclusion in the Proxy Statement and the S-4, or in any other document filed
with any Regulatory Agency in connection herewith, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances in which they are made,
not misleading. The Proxy Statement (except for such portions thereof that
relate only to Parent or any of its Subsidiaries) will comply with the
provisions of the Exchange Act and the rules and regulations thereunder.


                                      -18-


<PAGE>


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                            OF PARENT AND MERGER SUB

       Except as disclosed in the corresponding sections or subsections of the
Parent disclosure schedule delivered to the Company concurrently herewith (the
"Parent Disclosure Schedule"), Parent and Merger Sub hereby jointly and
severally represent and warrant to the Company as follows:

       4.1 CORPORATE ORGANIZATION. (a) Each of Parent and Merger Sub is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, has the corporate power and authority to own or lease
all of its properties and assets and to carry on its business as it is now being
conducted, and is duly licensed or qualified to do business in each jurisdiction
in which the nature of the business conducted by it or the character or location
of the properties and assets owned or leased by it makes such licensing or
qualification necessary, except where the failure to be so licensed or qualified
would not, either individually or in the aggregate, have a Material Adverse
Effect on either Parent or Merger Sub. Each of Parent and Merger Sub is duly
registered as a bank holding company under the BHC Act. True and complete copies
of the Restated Certificate of Incorporation of Parent (the "Parent
Certificate") and the Amended and Restated Bylaws of Parent (the "Parent
Bylaws"), as in effect as of the date of this Agreement, have been previously
made available by Parent to the Company. True and complete copies of the
Certificate of Incorporation of Merger Sub (the "Merger Sub Certificate") and
the Bylaws of Merger Sub (the "Merger Sub Bylaws"), as in effect as of the date
of this Agreement, have been previously made available by Merger Sub to the
Company.

       (b) Each Parent Subsidiary (i) is duly organized and validly existing
under the laws of its jurisdiction of organization, (ii) is duly qualified to do
business and in good standing in all jurisdictions (whether federal, state,
local or foreign) where its ownership or leasing of property or the conduct of
its business requires it to be so qualified and in which the failure to be so
qualified would have a Material Adverse Effect on Parent, and (iii) has all
requisite corporate power and authority to own or lease its properties and
assets and to carry on its business as now conducted.

       4.2 CAPITALIZATION. (a) The authorized capital stock of Parent consists
of 250,000,000 shares of Parent Common Stock, of which, as of October 27, 2000,
156,718,434 shares were issued and outstanding and 514,673 shares were held in
treasury, and 10,000,000 shares of preferred stock, no par value per share (the
"Parent Preferred Stock" and, together with the Parent Common Stock, the "Parent
Capital Stock"), of which, as of October 27, 2000, 5,000,000 shares of
Fixed/Adjustable Rate Noncumulative Series E Preferred Stock were issued and
outstanding. All of the issued and outstanding shares of Parent Capital Stock
have been duly authorized and validly issued and are fully paid, nonassessable
and free of preemptive rights, with no personal liability attaching to the
ownership thereof. As of the date of this Agreement, except options and stock
issued pursuant to Parent's Amended and Restated 1997 Long-Term Incentive Plan,
Amended and Restated Management Incentive Plan and Amended and Restated Stock
Option Plan for Non-Employee Directors (the "Parent Stock Plans"), Parent does
not have and is not bound by any outstanding subscriptions, options, warrants,
calls, commitments or agreements of any character calling for the purchase or
issuance of any shares of Parent Capital Stock or any


                                      -19-


<PAGE>


other equity securities of Parent or any securities representing the right to
purchase or otherwise receive any shares of Parent Capital Stock (collectively,
the "Parent Rights").

      (b) The authorized capital stock of Merger Sub consists of 3,000 shares of
Merger Sub Common Stock, of which, as of the date of this Agreement, 3,000
shares were issued and outstanding and beneficially owned by Parent. All of the
issued and outstanding shares of Merger Sub Common Stock have been duly
authorized and validly issued and are fully paid, nonassessable and free of
preemptive rights, with no personal liability attaching to the ownership
thereof. As of the date of this Agreement, Merger Sub does not have and is not
bound by any outstanding subscriptions, options, warrants, calls, commitments or
agreements of any character calling for the purchase or issuance of any shares
of Merger Sub Common Stock or any other equity securities of Merger Sub or any
securities representing the right to purchase or otherwise receive any shares of
Merger Sub Common Stock. As of October 31, 2000, no shares of Merger Sub Common
Stock were reserved for issuance.

       4.3 AUTHORITY; NO VIOLATION. (a) Each of Parent and Merger Sub has full
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. Parent has full corporate power
and authority to execute and deliver the Option Agreement and to consummate the
transactions contemplated thereby. The execution and delivery of this Agreement
and the Option Agreement and the consummation of the transactions contemplated
hereby and thereby have been duly and validly approved by the Board of Directors
of Parent. No other corporate proceedings on the part of Parent are necessary to
approve the Agreement or the Option Agreement or to consummate the transactions
contemplated hereby or thereby. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby have been duly and
validly approved by the Board of Directors of Merger Sub and by Parent as the
sole stockholder of Merger Sub. No other corporate proceedings on the part of
Merger Sub are necessary to approve this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by each of Parent and Merger Sub and (assuming due
authorization, execution and delivery by the Company) constitutes the valid and
binding obligation of Parent and Merger Sub, enforceable against each of Parent
and Merger Sub in accordance with its terms (except as may be limited by
bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the
rights of creditors generally and the availability of equitable remedies).

       (b) Neither the execution and delivery of this Agreement by Parent and
Merger Sub, nor the consummation by Parent and Merger Sub of the transactions
contemplated hereby, nor compliance by Parent and Merger Sub with any of the
terms or provisions hereof, will (i) violate any provision of the Parent
Certificate, Parent Bylaws, Merger Sub Certificate or Merger Sub Bylaws, or (ii)
assuming that the consents and approvals referred to in Section 4.4 are duly
obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment,
order, writ, decree or injunction applicable to Parent or Merger Sub, any of the
Subsidiaries or Non-Subsidiary Affiliates of Parent or any of their respective
properties or assets or (y) violate, conflict with, result in a breach of any
provision of or the loss of any benefit under, constitute a default (or an event
that, with notice or lapse of time, or both, would constitute a default) under,
result in the termination of or a right of termination or cancellation under,
accelerate the performance required by,


                                      -20-


<PAGE>


or result in the creation of any Lien upon any of the respective properties or
assets of Parent, Merger Sub or any of the Subsidiaries or Non-Subsidiary
Affiliates of Parent under any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, deed of trust, license, lease, agreement or
other instrument or obligation to which Parent, Merger Sub or any of the
Subsidiaries or Non-Subsidiary Affiliates of Parent is a party, or by which they
or any of their respective properties or assets may be bound or affected, except
(in the case of clause (y) above) for such violations, conflicts, breaches or
defaults that either individually or in the aggregate will not have a Material
Adverse Effect on Parent.

       4.4 CONSENTS AND APPROVALS. Except for (i) the filing of applications and
notices, as applicable, with the Federal Reserve Board under the BHC Act and
approval of such applications and notices, (ii) the pre-merger notification
requirements of the HSR Act, (iii) the State Approvals, (iv) the filing with the
SEC of the Proxy Statement and the S-4 and any filings under the Securities Act
required in connection with the issuance of Company Common Shares pursuant to
the Option Agreement, (v) the filing of the Delaware Certificate with the
Delaware Secretary pursuant to the DGCL, (vi) the filing of the California
Agreement with the California Secretary pursuant to the CGCL, (vii) any
consents, authorizations, approvals, filings or exemptions in connection with
compliance with the applicable provisions of federal and state securities laws
relating to the regulation of broker-dealers, insurance companies and agents,
investment advisers or transfer agents, and federal commodities laws relating to
the regulation of futures commission merchants and the rules and regulations
thereunder and of any applicable SRO, and the rules of the NYSE, or that are
required under consumer finance, mortgage banking and other similar laws and
(viii) such filings and approvals as are required to be made or obtained under
the securities or "Blue Sky" laws of various states in connection with the
issuance of shares of Parent Common Stock pursuant to this Agreement or the
resale of shares of Company Common Shares as contemplated by the Option
Agreement, no consents or approvals of or filings or registrations with any
Governmental Entity are necessary in connection with (A) the execution and
delivery by Parent and Merger Sub of this Agreement and (B) the consummation by
Parent and Merger Sub of the transactions contemplated hereby, except to the
extent that the absence of any such consent, authorization, approval, filing or
exemption would not, either individually or in the aggregate, have a Material
Adverse Effect on Parent or Merger Sub.

       4.5 REGULATORY COMPLIANCE. (a) Except for normal examinations conducted
by a Regulatory Agency in the ordinary course of the business of Parent and its
Subsidiaries, no Regulatory Agency has initiated any proceeding or, to the best
knowledge of Parent, investigation into the business or operations of Parent or
any of its Subsidiaries since January 1, 1998, except where such proceedings or
investigation is not reasonably likely, either individually or in the aggregate,
to have a Material Adverse Effect on Parent. There is no unresolved violation,
criticism or exception by any Regulatory Agency with respect to any report or
statement relating to any examinations of the Parent or any of its Subsidiaries
that, in the reasonable judgment of the Parent, is reasonably likely, either
individually or in the aggregate, to have a Material Adverse Effect on the
Parent.

       (b) Neither Parent nor any of its Subsidiaries is subject to any
cease-and-desist or other order issued by, or is a party to any written
agreement, consent agreement or memorandum of understanding with, or is a party
to any commitment letter or similar undertaking to, or is subject to any order
or directive by, or has been since January 1, 1998, a recipient of any
super-


                                      -21-


<PAGE>


visory letter from, or since January 1, 1998, has adopted any board resolutions
at the request of any Regulatory Agency or other Governmental Entity that
currently restricts in any material respect the conduct of its business or that
in any material manner relates to its capital adequacy, its credit policies, its
management or its business (each, whether or not set forth in the Parent
Disclosure Schedule, a "Parent Regulatory Agreement"), nor has Parent or any of
its Subsidiaries been advised since January 1, 1998, by any Regulatory Agency or
other Governmental Entity that it is considering issuing or requesting any such
Regulatory Agreement.

       (c) Parent and its Subsidiaries have timely filed all reports,
registrations and statements, together with any amendments required to be made
with respect thereto, that they were required to file since January 1, 1998 with
all Regulatory Agencies, and have paid all fees and assessments due and payable
in connection therewith, except where the failure to file such report,
registration, statement or amendment or to pay such fees and assessments is not
reasonably likely, either individually or in the aggregate, to have a Material
Adverse Effect on Parent.

       4.6 FINANCIAL STATEMENTS. Copies of the consolidated balance sheets of
Parent and its Subsidiaries as of December 31, for the fiscal years 1998 and
1999, and the related consolidated statements of income, changes in
shareholders' equity and cash flows for the fiscal years 1998 through 1999,
inclusive, as reported in Parent's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 filed with the SEC under the Exchange Act (the
"Parent 10-K"), in each case accompanied by the audit report of Ernst & Young
LLP, independent accountants with respect to Parent, have previously been made
available to the Company. The December 31, 1999 consolidated balance sheet of
Parent (including the related notes, where applicable) fairly presents in all
material respects the consolidated financial position of Parent and its
Subsidiaries as of the date thereof, and the other financial statements referred
to in this Section 4.6 (including the related notes, where applicable) fairly
present in all material respects the results of the consolidated operations and
changes in shareholders' equity and consolidated financial position of Parent
and its Subsidiaries for the respective fiscal periods or as of the respective
dates therein set forth; each of such statements (including the related notes,
where applicable) complies in all material respects with applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto; and each of such statements (including the related notes,
where applicable) has been prepared in all material respects in accordance with
GAAP consistently applied during the periods involved, except, in each case, as
indicated in such statements or in the notes thereto. The books and records of
Parent and its Subsidiaries have been, and are being, maintained in all material
respects in accordance with GAAP and any other applicable legal and accounting
requirements.

       4.7 BROKER'S FEES. None of Parent nor any of its Subsidiaries nor any of
their respective officers or directors has employed any broker or finder or
incurred any liability for any broker's fees, commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement or the Option Agreement.

       4.8 ABSENCE OF CERTAIN CHANGES OR EVENTS. (a) Except as publicly
disclosed in Parent Reports filed prior to the date hereof, since
December 31, 1999, no event or events have occurred that have had, either
individually or in the aggregate, a material adverse effect on the business,
results of operations or financial condition of Parent and its subsidiaries
taken as a whole, other than any event or events attributable to (i) the
execution of this Agreement and the announce-


                                      -22-


<PAGE>


ment thereof, (ii) any change in law, rule or regulation or GAAP or any
interpretation thereof, or (iii) any change in economic or business conditions
generally (including, without limitation, changes in interest rates) or in the
banking industry specifically and not disproportionately affecting Parent or its
Subsidiaries.

       (b) Except as publicly disclosed in Parent Reports filed prior to the
date hereof, since December 31, 1999, Parent and its Subsidiaries have carried
on their respective businesses in all material respects in the ordinary course.

       4.9 LEGAL PROCEEDINGS. (a) Neither Parent nor any of its Subsidiaries is
a party to any, and there are no pending or, to the best of Parent's knowledge,
threatened, legal, administrative, arbitral or other proceedings, claims,
actions or governmental or regulatory investigations of any nature against
Parent or any of its Subsidiaries or challenging the validity or propriety of
the transactions contemplated by this Agreement or the Option Agreement as to
which, in any such case, there is a reasonable probability of an adverse
determination and that, if adversely determined, will have, either individually
or in the aggregate, a Material Adverse Effect on Parent.

       (b) There is no injunction, order, judgment, decree, or regulatory
restriction (other than those that apply generally to financial holding
companies, bank holding companies or banks) imposed upon Parent, any of its
Subsidiaries or the assets of Parent or any of its Subsidiaries that has had or
will have, either individually or in the aggregate, a Material Adverse Effect on
Parent or the Surviving Corporation.

       4.10 SEC REPORTS. An accurate and complete copy of each (a) final
registration statement, prospectus, report, schedule and definitive proxy
statement filed since January 1, 1997 by Parent with the SEC pursuant to the
Securities Act or the Exchange Act (the "Parent Reports") and prior to the date
hereof and (b) communication mailed by Parent to its shareholders since
January 1, 1997 and prior to the date hereof, has previously been made available
to the Company, and no such Parent Report or communication, as of the date
thereof, contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances in which they were made,
not misleading, except that information as of a later date (but before the date
hereof) shall be deemed to modify information as of an earlier date. Since
January 1, 1997, as of their respective dates, all Parent Reports filed under
the Securities Act and the Exchange Act complied in all material respects with
the published rules and regulations of the SEC with respect thereto.

       4.11 COMPLIANCE WITH APPLICABLE LAW. Parent and each of its Subsidiaries
hold all licenses, franchises, permits and authorizations necessary for the
lawful conduct of their respective businesses under and pursuant to each, and
have complied in all respects with and are not in default in any respect under
any, applicable law, statute, order, rule, regulation, policy and/or guideline
of any Governmental Entity relating to Parent or any of its Subsidiaries, except
where the failure to hold such license, franchise, permit or authorization or
such noncompliance or default will not, either individually or in the aggregate,
have a Material Adverse Effect on Parent.

       4.12 UNDISCLOSED LIABILITIES. Except for those liabilities that are fully
reflected or reserved against on the consolidated balance sheet of Parent
included in the Parent December 31,


                                      -23-


<PAGE>


1999 Form 10-K and for liabilities incurred in the ordinary course of business
consistent with past practice, since December 31, 1999, neither Parent nor any
of its Subsidiaries has incurred any liability of any nature whatsoever (whether
absolute, accrued, contingent or otherwise and whether due or to become due)
that, either individually or in the aggregate, has had or could reasonably be
expected to have a Material Adverse Effect on Parent.

       4.13 ENVIRONMENTAL LIABILITY. There are no legal, administrative,
arbitral or other proceedings, claims, actions, causes of action, private
environmental investigations or remediation activities or governmental
investigations of any nature seeking to impose, or that could reasonably result
in the imposition, on Parent or any of its Subsidiaries of any liability or
obligation arising under common law or under any local, state or federal
environmental statute, regulation or ordinance including, without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, pending or threatened against Parent or any of its
Subsidiaries, which liability or obligation will, either individually or in the
aggregate, have a Material Adverse Effect on Parent. To the knowledge of Parent,
there is no reasonable basis for any such proceeding, claim, action or
governmental investigation that would impose any liability or obligation that
will, either individually or in the aggregate, have a Material Adverse Effect on
Parent. Parent is not subject to any agreement, order, judgment, decree, letter
or memorandum by or with any Governmental Authority or third party imposing any
liability or obligation with respect to the foregoing that will have, either
individually or in the aggregate, a Material Adverse Effect on Parent.

       4.14 INTEREST RATE RISK MANAGEMENT INSTRUMENTS. All derivative
instruments, as such term is used in Statement of Financial Accounting STANDARDS
No. 133 (including without limitation interest rate swaps, caps, floors and
option agreements and other interest rate risk management arrangements), whether
entered into for the account of Parent or for the account of a customer of
Parent or one of its Subsidiaries, were entered into in the ordinary course of
business consistent with past practice and in accordance with prudent banking
practice and applicable rules, regulations and policies of any Regulatory
Authority and with counterparties believed to be financially responsible at the
time and are legal, valid and binding obligations of Parent or one of its
Subsidiaries enforceable in accordance with their terms (except as may be
limited by bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting the rights of creditors generally and the availability of equitable
remedies), and are in full force and effect. Parent and each of its Subsidiaries
have duly performed in all material respects all of their material obligations
thereunder to the extent that such obligations to perform have accrued; and to
Parent's knowledge, there are no material breaches, violations or defaults or
allegations or assertions of such by any party thereunder.

       4.15 REORGANIZATION; POOLING OF INTERESTS As of the date of this
Agreement, Parent has no reason to believe that the Merger will not qualify as a
"reorganization" within the meaning of Section 368(a) of the Code and as a
"pooling of interests" for accounting purposes.

       4.16 REGULATORY APPROVALS.  Parent has no reason to believe that any
required regulatory approvals in connection with the transactions contemplated
hereby will not be obtained on a timely basis.


                                      -24-


<PAGE>


       4.17 PARENT INFORMATION. The information relating to Parent and its
Subsidiaries to be contained in the Proxy Statement and the S-4, or the
information relating to Parent and its Subsidiaries that is provided by Parent
or its representatives for inclusion in any other document filed with any
Regulatory Agency in connection herewith, will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances in which they are made, not
misleading. The Proxy Statement (except for such portions thereof that relate
only to the Company or any of its Subsidiaries) will comply with the provisions
of the Exchange Act and the rules and regulations thereunder. The S-4 will
comply with the provisions of the Securities Act and the rules and regulations
thereunder.

                                   ARTICLE V

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

       5.1 CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE TIME. During the period
from the date of this Agreement to the Effective Time, except as expressly
contemplated or permitted by this Agreement (including the Company Disclosure
Schedule and the Parent Disclosure Schedule) or the Option Agreement, the
Company shall, and shall cause each of its Subsidiaries to, (a) conduct its
business in the ordinary course, (b) use reasonable best efforts to maintain and
preserve intact its business organization, employees and advantageous business
relationships and (c) take no action that would adversely affect or delay the
ability of the Company or Parent to obtain any necessary approvals of any
Regulatory Agency or other Governmental Entity required for the transactions
contemplated hereby or to perform its covenants and agreements under this
Agreement or the Option Agreement or to consummate the transactions contemplated
hereby or thereby.

       5.2 COMPANY FORBEARANCES. During the period from the date of this
Agreement to the Effective Time, except as set forth in the Company Disclosure
Schedule and, except as expressly contemplated or permitted by this Agreement or
the Option Agreement or as otherwise indicated in this Section 5.2, the Company
shall not, and the Company shall not permit any of its Subsidiaries to, without
the prior written consent of Parent (such consent not to be unreasonably
withheld or delayed):

       (a) other than in the ordinary course of business, incur any indebtedness
for borrowed money in amounts aggregating more than $500,000 (other than
short-term indebtedness incurred to refinance short-term indebtedness (it being
understood that for purposes of this Section 5.2(a) "short-term" shall mean
maturities of six months or less) and indebtedness of the Company or any of its
Subsidiaries to the Company or any of its wholly-owned Subsidiaries), assume,
guarantee, endorse or otherwise as an accommodation become responsible for the
obligations of any other individual, corporation or other entity, or make any
loan or advance (it being understood and agreed that incurrence of indebtedness
in the ordinary course of business shall include, without limitation, the
creation of deposit liabilities, purchases of Federal funds, sales of
certificates of deposit and entering into repurchase agreements);


                                      -25-


<PAGE>


       (b) (i) adjust, split, combine or reclassify any capital stock;

           (ii) make, declare or pay any dividend, or make any other
       distribution on, or directly or indirectly redeem, purchase or otherwise
       acquire, any shares of its capital stock or any securities or obligations
       convertible (whether currently convertible or convertible only after the
       passage of time or the occurrence of certain events) into or exchangeable
       for any shares of its capital stock (except dividends paid by any of the
       Subsidiaries of the Company to the Company or any of its wholly owned
       Subsidiaries);

           (iii) grant any stock appreciation rights or similar rights the value
       or payment of which is based upon the price of any shares of its capital
       stock, or grant any individual, corporation or other entity any option to
       acquire any shares of its capital stock, any warrants to acquire any
       shares of its capital stock, any security convertible into shares of its
       capital stock or other right to acquire any Company Capital Shares; or

           (iv) issue any additional shares of capital stock except pursuant to
       (A) the exercise of stock options or warrants outstanding as of the date
       hereof or (B) the Option Agreement;

       (c) sell, transfer, mortgage, encumber or otherwise dispose of any part
of its business or any of its properties or assets, in any case that is material
to the Company or to the line of business in which such part of its business,
properties or assets relates, to any individual, corporation or other entity
other than a Subsidiary, or cancel, release or assign any indebtedness to any
such person or any claims held by any such person, except in the ordinary course
of business or pursuant to contracts or agreements in force at the date of this
Agreement (which existing contracts and agreements are set forth in the Company
Disclosure Schedule);

       (d) except for transactions in the ordinary course of business or
pursuant to contracts or agreements in force at the date of or permitted by this
Agreement (which existing contracts and agreements are set forth in the Company
Disclosure Schedule), make any investment (either by purchase of stock or
securities, contributions to capital, property transfers, or purchase of any
property or assets) in any other individual, corporation or other entity other
than a wholly-owned Subsidiary thereof that is material to the Company or the
line of business to which such investment relates;

       (e) except for transactions in the ordinary course of business,
terminate, or waive any material provision of, any Company Contract or make any
change in any instrument or agreement governing the terms of any of its
securities, or material lease or contract, other than normal renewals of
contracts and leases without material adverse changes of terms;

       (f) (i) except for normal increases for employees (other than those
officers and directors subject to the reporting requirements of Section 16 under
the Exchange Act) made in the ordinary course of business consistent with past
practice or as required by agreements and plans as in effect as of the date
hereof and set forth in the Company Disclosure Schedule, increase in any manner
the compensation or fringe benefits of any of its employees or directors or (ii)
pay any pension or retirement allowance not required by any existing plan or
agreement to any such employees or directors or (iii) become a party to, amend
or commit itself to any pension, retire-


                                      -26-


<PAGE>


ment, profit-sharing, consulting, change of control, severance or welfare
benefit plan or agreement (or any individual agreements evidencing grants or
awards thereunder) or employment agreement with or for the benefit of any
employee or director, or (iv) accelerate the vesting of, or the lapsing of
restrictions with respect to, any benefits, rights to payment, stock options or
other stock-based compensation;

       (g) settle any material claim, action or proceeding involving money
damages, except in the ordinary course of business, or involving any restriction
on the conduct of its business;

       (h) knowingly take any action that would prevent or impede the Merger
from qualifying (i) for "pooling of interests" accounting treatment or (ii) as a
reorganization within the meaning of Section 368(a) of the Code;

       (i) amend the Company Articles or Company Bylaws;

       (j) other than in consultation with Parent, materially restructure or
change its investment securities portfolio or its gap position, through
purchases, sales or otherwise, or the manner in which the portfolio is
classified or reported;

       (k) take any action that is intended or that would reasonably be expected
to result in any of its representations and warranties set forth in this
Agreement being or becoming untrue in any material respect or in any of the
conditions to the Merger set forth in Article VII not being satisfied or in a
violation of any provision of this Agreement, except, in every case, as may be
required by applicable law;

       (l) implement or adopt any change in its accounting principles, practices
or methods, other than as may be required by GAAP or regulatory guidelines;

       (m) file or amend any tax return except in the ordinary course of
business and consistent with past practice, settle or compromise any material
tax liability, make, change or revoke any material tax election, or change any
method of tax accounting except as required by applicable law; or

       (n) agree to take, make any commitment to take, or adopt any resolutions
of its board of directors in support of, any of the actions prohibited to it by
this Section 5.2.

       5.3 PARENT FORBEARANCES. During the period from the date of this
Agreement to the Effective Time, except as set forth in the Parent Disclosure
Schedule and, except as expressly contemplated or permitted by this Agreement or
the Option Agreement or as otherwise indicated in this Section 5.3, Parent shall
not, and Parent shall not permit any of its Subsidiaries to, without the prior
written consent of the Company (such consent not to be unreasonably withheld or
delayed):

       (a) knowingly take any action that would prevent or impede the Merger
from qualifying as a reorganization within the meaning of Section 368(a) of the
Code; provided, however, that nothing contained herein shall limit the ability
of Parent to exercise its rights under the Option Agreement;


                                      -27-


<PAGE>


       (b) amend its certificate of incorporation or its bylaws in a manner that
would adversely affect the economic benefits of the Merger to the shareholders
of the Company;

       (c) take any action that is intended or that would reasonably be expected
to result in any of its representations and warranties set forth in this
Agreement being or becoming untrue in any material respect or in any of the
conditions to the Merger set forth in Article VII not being satisfied on a
timely basis or in a violation of any provision of this Agreement, except, in
every case, as may be required by applicable law;

       (d) take any action that would adversely affect or delay the ability of
the Company or Parent to obtain any necessary approvals of any Regulatory Agency
or other Governmental Entity required for the transactions contemplated hereby
or to perform its covenants and agreements under this Agreement or to consummate
the transactions contemplated hereby; or

       (e) agree to take, make any commitment to take, or adopt any resolutions
of its board of directors in support of, any of the actions prohibited to it by
this Section 5.3.


       5.4 ACQUISITION PROPOSALS. The Company agrees that neither it nor any
Subsidiary of the Company nor any of their respective officers or directors
shall, and that it shall direct and use its reasonable best efforts to cause its
and such Subsidiaries' employees, agents and representatives not to, directly or
indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries
or the making of any proposal or offer with respect to a merger, reorganization,
share exchange, consolidation or similar transaction involving, or any purchase
of all or substantially all of the assets, or more than 9.9% of the outstanding
equity securities, of the Company or any Subsidiary of the Company (any such
proposal or offer being hereinafter referred to as an "Acquisition Proposal").
The Company further agrees that neither the Company nor any Subsidiary of the
Company nor any of the officers and directors of the Company or any Subsidiary
of the Company shall, and that it shall direct and use its reasonable best
efforts to cause its and the Company's Subsidiaries' employees, agents and
representatives not to, directly or indirectly, engage in any negotiations
concerning, or provide any confidential information or data to, or have any
discussions with, any individual, corporation, general or limited partnership or
limited liability company (a "Person") relating to an Acquisition Proposal, or
otherwise facilitate any effort or attempt to make or implement an Acquisition
Proposal; provided, however, that nothing contained in this Agreement shall
prevent the Company or its Board of Directors from (A) complying with its
disclosure obligations under federal or state law; (B) providing information in
response to a request therefor by a Person who has made an unsolicited bona fide
written Acquisition Proposal if the Board of Directors of the Company receives
from the Person so requesting such information an executed confidentiality
agreement on terms substantially similar to those contained in the
Confidentiality Agreements; (C) engaging in any negotiations or discussions with
any Person who has made an unsolicited bona fide written Acquisition Proposal;
or (D) recommending such an Acquisition Proposal to the shareholders of the
Company, if and only to the extent that, in each such case referred to in clause
(B), (C) or (D) above, the Board of Directors of the Company determines in good
faith (after consultation with outside legal counsel) that such action would, in
the absence of the foregoing proscriptions, be required in order for its
directors to comply with their respective fiduciary duties under applicable law.
The Company represents and warrants that it has ceased and caused to be
terminated any existing activities, discussions or negotiations with any parties
conducted heretofore with respect to any Acquisition Proposals. The


                                      -28-


<PAGE>


Company agrees that it will notify Parent immediately if any such inquiries,
proposals or offers are received by, any such information is requested from, or
any such discussions or negotiations are sought to be initiated or continued
with, any of its representatives.

       5.5 BOARD OF DIRECTORS OF COMERCIA BANK -- CALIFORNIA. At or prior to the
Effective Time Parent shall take all action necessary such that (i) Mr. George
L. Graziadio, Jr. shall be elected non-executive Chairman of the Board of
Directors of Comercia Bank -- California, and (ii) Mr. Norman P. Creighton shall
be elected a director of the Board of Directors of Comercia Bank -- California.

                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

       6.1 REGULATORY MATTERS. (a) The Company shall promptly prepare and file
with the SEC the Proxy Statement and Parent shall promptly prepare and file with
the SEC the S-4. Each of the Company and Parent shall use their reasonable best
efforts to have the S-4 declared effective under the Securities Act as promptly
as practicable after such filing, and the Company shall thereafter mail or
deliver the Proxy Statement to its shareholders. Parent shall also use its
reasonable best efforts to obtain all necessary state securities law or "Blue
Sky" permits and approvals required to carry out the transactions contemplated
by this Agreement, and the Company shall furnish all information concerning the
Company and the holders of Company Common Shares as may be reasonably requested
in connection with any such action.

       (b) The parties hereto shall cooperate with each other and use their
reasonable best efforts to promptly prepare and file all necessary
documentation, to effect all applications, notices, petitions and filings, to
obtain as promptly as practicable all permits, consents, approvals and
authorizations of all third parties and Governmental Entities that are necessary
or advisable to consummate the transactions contemplated by this Agreement
(including, without limitation, the Merger) and the Option Agreement, and to
comply with the terms and conditions of all such permits, consents, approvals
and authorizations of all such Governmental Entities. The Company and Parent
shall have the right to review in advance, and, to the extent practicable, each
will consult the other on, in each case subject to applicable laws relating to
the exchange of information, all the information relating to the Company, Parent
or Merger Sub, as the case may be, and any of their respective Subsidiaries,
that appears in any filing made with, or written materials submitted to, any
third party or any Governmental Entity in connection with the transactions
contemplated by this Agreement. In exercising the foregoing rights of review and
consultation, each of the parties hereto shall act reasonably and as promptly as
practicable. The parties hereto agree that they will consult with each other
with respect to the obtaining of all permits, consents, approvals and
authorizations of all third parties and Governmental Entities necessary or
advisable to consummate the transactions contemplated by this Agreement and the
Option Agreement and each party will keep the other apprised of the status of
matters relating to completion of the transactions contemplated herein.

       (c) The Company and Parent shall, upon request, promptly furnish each
other with all information concerning themselves, their Subsidiaries, directors,
officers and shareholders and


                                      -29-


<PAGE>


such other matters as may be reasonably necessary or advisable in connection
with the Proxy Statement, the S-4 or any other statement, filing, notice or
application made by or on behalf of the Company or Parent or any of their
respective Subsidiaries to any Governmental Entity in connection with the Merger
and the other transactions contemplated by this Agreement.

       (d) The Company and Parent shall promptly advise each other upon
receiving any communication from any Governmental Entity whose consent or
approval is required for consummation of the transactions contemplated by this
Agreement or the Option Agreement that causes such party to believe that there
is a reasonable likelihood that any Requisite Regulatory Approval will not be
obtained or that the receipt of any such approval will be materially delayed.

       6.2 ACCESS TO INFORMATION. (a) Upon reasonable notice and subject to
applicable laws relating to the exchange of information, each of the Company and
Parent, for the purposes of verifying the representations and warranties of the
other and preparing for the Merger and the other matters contemplated by this
Agreement, shall, and shall cause each of their respective Subsidiaries to,
afford to the officers, employees, accountants, counsel and other
representatives of the other parties, access, during normal business hours
during the period prior to the Effective Time, to all its properties, books,
contracts, commitments and records and, during such period, each of Parent and
Merger Sub shall, and shall cause their respective Subsidiaries to, make
available to the other party (i) a copy of each report, schedule, registration
statement and other document filed or received by it during such period pursuant
to the requirements of federal securities laws or federal or state banking laws
(other than reports or documents that Parent or Merger Sub, as the case may be,
is not permitted to disclose under applicable law) and (ii) all other
information concerning its business, properties and personnel as such party may
reasonably request. Neither Parent nor Merger Sub nor any of their respective
Subsidiaries shall be required to provide such access or to disclose such
information where such access or disclosure would violate or prejudice the
rights of Parent's or Merger Sub's, as the case may be, customers, jeopardize
the attorney-client privilege of the institution in possession or control of
such information or contravene any law, rule, regulation, order, judgment,
decree, fiduciary duty or binding agreement entered into prior to the date of
this Agreement. The parties hereto will make appropriate substitute disclosure
arrangements under circumstances in which the restrictions of the preceding
sentence apply.

       (b) Each of the Company and Parent shall hold all information furnished
by or on behalf of the other party or any of such party's Subsidiaries or
representatives pursuant to Section 6.2(a) in confidence to the extent required
by, and in accordance with, the provisions of confidentiality agreements, dated
October 20, 2000, between the Company and Parent (the "Confidentiality
Agreements").

       (c) No investigation by either of the parties or their respective
representatives shall affect the representations and warranties of the other set
forth herein.

       6.3 SHAREHOLDERS' APPROVAL. The Company shall call a meeting of its
shareholders to be held as soon as reasonably practicable for the purpose of
voting upon the requisite shareholder approval required in connection with this
Agreement and the transactions contemplated hereby, and shall use its reasonable
best efforts to cause such meeting to occur as soon as reasonably practicable.
The Board of Directors of the Company shall use its reasonable best efforts to
cause


                                      -30-


<PAGE>


this Agreement to be approved by the affirmative vote of a majority of the
outstanding Company Common Shares entitled to vote; provided, however, that the
use of such reasonable best efforts shall not be deemed to require the Board of
Directors of the Company to maintain in place a recommendation that the
shareholders of the Company approve this Agreement or approve the transactions
contemplated hereby to the extent that the Board of Directors of the Company
determines in good faith (after consultation with outside legal counsel) such
action would violate the fiduciary duties of the Board of Directors of the
Company under applicable law.

       6.4 LEGAL CONDITIONS TO MERGER. Each of the Company, Parent and Merger
Sub shall, and shall cause its Subsidiaries to, use their reasonable best
efforts (a) to take, or cause to be taken, all actions necessary, proper or
advisable to comply promptly with all legal requirements that may be imposed on
such party or its Subsidiaries with respect to the Merger and, subject to the
conditions set forth in Article VII hereof, to consummate the transactions
contemplated by this Agreement, and (b) to obtain (and to cooperate with the
other party to obtain) any material consent, authorization, order or approval
of, or any exemption by, any Governmental Entity and any other third party that
is required to be obtained by the Company, Parent or Merger Sub or any of their
respective Subsidiaries in connection with the Merger and the other transactions
contemplated by this Agreement. Without limiting the foregoing, the Company
shall promptly take (or has taken prior to the date hereof) any and all action
with respect to any Company Benefit Plan (including the Company Stock Plan) and
any award agreements thereunder to the extent such action is reasonably
necessary in order for the Merger to qualify for "pooling of interests"
accounting treatment.

       6.5 AFFILIATES; PUBLICATION OF COMBINED FINANCIAL Results. (a) Each of
the Company and Parent shall use its reasonable best efforts to cause each
director, executive officer and other person who is an "affiliate" (as
applicable, for purposes of Rule 145 under the Securities Act and for purposes
of qualifying the Merger for "pooling of interests" accounting treatment) of
such party to deliver to the other party hereto, as soon as practicable after
the date of this Agreement, and prior to the date of the shareholders' meeting
called by the Company to approve this Agreement, a written agreement in the form
of Exhibit 6.5(a)(1) or (2), as applicable, hereto.

       (b) Parent shall use its best efforts to publish as promptly as
reasonably practical, but in no event later than 90 days after the end of the
first month after the Effective Time in which there are at least 30 days of
post-Merger combined operations (which month may be the month in which the
Effective Time occurs), combined sales and net income figures as contemplated by
and in accordance with the terms of SEC Accounting Series Release No. 135.

       6.6 STOCK EXCHANGE LISTING.  Parent shall cause the shares of Parent
Common Stock to be issued in the Merger to be approved for listing on the NYSE,
subject to official notice of issuance, prior to the Effective Time.

       6.7 EMPLOYEE BENEFIT PLANS. (a) Parent agrees that, commencing at the
Effective Time, the benefit plans and programs applicable to the employees of
the Company and its Subsidiaries as of the Effective Time (the "Covered
Employees") will be the benefit plans and programs provided to similarly
situated employees of Parent. Covered Employees who are terminated during the
period commencing at the Effective Time and ending on the 18-month anniversary
thereof shall be entitled to receive severance benefits in the amount of the
better of either (i) the sever-


                                      -31-


<PAGE>


ance benefits such Covered Employee would have been eligible to receive
under the Company's applicable benefit severance plan as in effect immediately
prior to the date hereof or (ii) the severance benefits such Covered Employee
would be eligible to receive under any applicable Parent severance plan
applicable to such employee in effect as of the date of termination of
employment, in all cases taking into account such Covered Employee's service
with the Company and Parent. From and after the Effective Time, the Surviving
Corporation will recognize the prior service with the Company or its
Subsidiaries of each employee of the Company or any of its subsidiaries as of
the Effective Time (the "Employees") in connection with all employee benefit
plans in which such Employees are eligible to participate following the
Effective Time, for purposes of eligibility, vesting and levels of benefits (but
not for purposes of benefit accruals under any defined benefit pension plan).
From and after the Effective Time, Parent and the Surviving Corporation will (i)
cause any pre-existing conditions or limitations and eligibility waiting periods
under any group health plans of Surviving Corporation to be waived with respect
to the Employees and their eligible dependents (to the extent such conditions,
limitations or waiting periods have been otherwise satisfied under the
applicable Company Benefit Plan) and (ii) give each Employee credit for the plan
year in which the Effective Time occurs towards applicable deductibles and
annual out-of-pocket limits for eligible expenses incurred under the applicable
Company Benefit Plan prior to the Effective Time.

       (b) The foregoing notwithstanding, Parent agrees to honor in accordance
with their terms all benefits vested as of the Effective Time under the Company
Benefit Plans, including change-of-control benefits related to the Merger as
required by plans and agreements as in effect on the date hereof.

       (c) Nothing in this Section 6.7 shall be interpreted as preventing the
Surviving Corporation from amending, modifying or terminating any Company
Benefit Plans or other contracts, arrangements, commitments or understandings,
in accordance with their terms and applicable law.

       6.8 INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE. (a) In the event
of any threatened or actual claim, action, suit, proceeding or investigation,
whether civil, criminal or administrative, including, without limitation, any
such claim, action, suit, proceeding or investigation in which any individual
who is now, or has been at any time prior to the date of this Agreement, or who
becomes prior to the Effective Time, a director or officer or employee of the
Company or any of its Subsidiaries, (the "Indemnified Parties"), is, or is
threatened to be, made a party based in whole or in part on, or arising in whole
or in part out of, or pertaining to (i) the fact that he or she is or was a
director, officer or employee of the Company or any of its subsidiaries or any
of its predecessors or (ii) this Agreement, the Option Agreement or any of the
transactions contemplated hereby or thereby, whether in any case asserted or
arising before or after the Effective Time, the parties hereto agree to
cooperate and use their best efforts to defend against and respond thereto. It
is understood and agreed that after the Effective Time, Parent shall indemnify
and hold harmless, as and to the fullest extent permitted by law, each such
Indemnified Party against any losses, claims, damages, liabilities, costs,
expenses (including reasonable attorney's fees and expenses in advance of the
final disposition of any claim, suit, proceeding or investigation, as and to the
fullest extent permitted by law) to each Indemnified Party, judgments, fines and
amounts paid in settlement in connection with any such threatened or actual
claim, action, suit, proceeding or investigation.


                                      -32-


<PAGE>


       (b) Parent shall cause the individuals serving as officers and directors
of the Company and each of its subsidiaries immediately prior to the Effective
Time to be covered for a period of six years from the Effective Time (or the
period of the applicable statute of limitations, if longer) by the directors'
and officers' liability insurance policy maintained by Parent or the Surviving
Corporation (PROVIDED that Parent may substitute therefor policies of at least
the same coverage and amounts containing terms and conditions that are not less
advantageous than such policy) with respect to acts or omissions occurring prior
to the Effective Time that were committed by such officers and directors in
their capacity as such; provided, however, that in no event shall Parent be
obligated to expend, in order to maintain or provide insurance coverage pursuant
to this Section 6.8(b), any amount per annum in excess of 200% of the amount of
the annual premiums paid as of the date hereof by Company for such insurance
(the "Maximum Amount"). If the amount of the annual premiums necessary to
maintain or procure such insurance coverage exceeds the Maximum Amount, Parent
shall use all reasonable efforts to maintain the most advantageous policies of
directors' and officers' insurance obtainable for an annual premium equal to the
Maximum Amount.

       (c) In the event Parent or any of its successors or assigns (i)
consolidates with or merges into any other person and shall not be the
continuing or surviving corporation or entity of such consolidation or merger,
or (ii) transfers or conveys all or substantially all of its properties and
assets to any person, then, and in each such case, to the extent necessary,
proper provision shall be made so that the successors and assigns of Parent
assume the obligations set forth in this Section 6.8.

       (d) The provisions of this Section 6.8 shall survive the Effective Time
and are intended to be for the benefit of, and shall be enforceable by, each
Indemnified Party and his or her heirs and representatives.

       6.9 ADDITIONAL AGREEMENTS. In case at any time after the Effective Time
any further action is necessary or desirable to carry out the purposes of this
Agreement (including, without limitation, any merger between a Subsidiary of the
Company, on the one hand, and a Subsidiary of Parent, on the other hand) or to
vest the Surviving Corporation with full title to all properties, assets,
rights, approvals, immunities and franchises of the Company, the proper officers
and directors of each party to this Agreement and their respective Subsidiaries
shall take all such necessary action as may be reasonably requested by, and at
the sole expense of, Parent.

       6.10 ADVICE OF CHANGES. The Company, Parent and Merger Sub shall each
promptly advise the other parties of any change or event (i) having a Material
Adverse Effect on it or (ii) that it believes would or would be reasonably
likely to cause or constitute a breach of any of its representations, warranties
or covenants contained herein.

       6.11 EXEMPTION FROM LIABILITY UNDER SECTION 16(B). Assuming that the
Company delivers to Parent the Section 16 Information in a timely fashion prior
to the Effective Time, the Board of Directors of Parent, or a committee of
Non-Employee Directors thereof (as such term is defined for purposes of Rule
16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in
any event prior to the Effective Time adopt a resolution providing in substance
that the receipt by the Company Insiders of Parent Common Stock in exchange for
Company Common Shares, and of options to purchase shares of Parent Common Stock
upon conversion of op-


                                      -33-


<PAGE>


tions to purchase Company Common Shares, in each case pursuant to the
transactions contemplated hereby and to the extent such securities are listed in
the Section 16 Information, are intended to be exempt from liability pursuant to
Section 16(b) under the Exchange Act such that any such receipt shall be so
exempt. "Section 16 Information" shall mean information accurate in all respects
regarding the Company Insiders, the number of Company Common Shares held by each
such Company Insider and expected to be exchanged for Parent Common Stock in the
Merger, and the number and description of the options to purchase Company Common
Shares held by each such Company Insider and expected to be converted into
options to purchase shares of Parent Common Stock in connection with the Merger.
"Company Insiders" shall mean those officers and directors of the Company who
are subject to the reporting requirements of Section 16(a) of the Exchange Act
and who are listed in the Section 16 Information.

                                  ARTICLE VII

                              CONDITIONS PRECEDENT

       7.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.  The
respective obligations of the parties to effect the Merger shall be subject to
the satisfaction at or prior to the Effective Time of the following conditions:

       (a) SHAREHOLDER APPROVAL.  This Agreement and the transactions
contemplated hereby shall have been approved by the affirmative vote of a
majority of the outstanding Company Common Shares entitled to vote.

       (b) NYSE LISTING. The shares of Parent Common Stock that shall be issued
upon consummation of the Merger shall have been authorized for listing on the
NYSE, subject to official notice of issuance.

       (c) OTHER APPROVALS. All regulatory approvals required to consummate the
transactions contemplated hereby shall have been obtained and shall remain in
full force and effect and all statutory waiting periods in respect thereof shall
have expired (all such approvals and the expiration of all such waiting periods
being referred to herein as the "Requisite Regulatory Approvals").

       (d) S-4. The S-4 shall have become effective under the Securities Act and
no stop order suspending the effectiveness of the S-4 shall have been issued and
no proceedings for that purpose shall have been initiated or threatened by the
SEC.

       (e) NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY. No order, injunction or
decree issued by any court or agency of competent jurisdiction or other legal
restraint or prohibition preventing the consummation of the Merger or any of the
other transactions contemplated by this Agreement shall be in effect. No
statute, rule, regulation, order, injunction or decree shall have been enacted,
entered, promulgated or enforced by any Governmental Entity that prohibits,
materially restricts or makes illegal consummation of the Merger.

       (f) FEDERAL TAX OPINION. The Company shall have received an opinion from
Sullivan & Cromwell, and Parent shall have received an opinion from Wachtell,
Lipton, Rosen & Katz, in


                                      -34-


<PAGE>


form and substance reasonably satisfactory to the Company and Parent,
respectively, in each case dated the Closing Date, substantially to the effect
that, on the basis of facts, representations and assumptions set forth in each
such opinion that are consistent with the state of facts existing at the
Effective Time:
              (i) The Merger will constitute a reorganization within the meaning
       of Section 368(a) of the Code, and the Company, Parent and Merger Sub
       will each be a party to the reorganization within the meaning of Section
       368(b) of the Code;

              (ii) No gain or loss will be recognized by the Company, Parent or
       Merger Sub as a result of the Merger other than mark-to-market gains and
       losses recognized upon the close of the Company's taxable year; and

              (iii) No gain or loss will be recognized by shareholders who
       exchange all of their Company Common Shares solely for shares of Parent
       Common Stock pursuant to the Merger (except with respect to cash received
       in lieu of a fractional share interest in Parent Common Stock).

In rendering such opinions, counsel may require and rely upon representations
contained in certificates of officers of the Company, Parent, Merger Sub and
others.

       7.2 CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligation of the
Company to effect the Merger is also subject to the satisfaction, or waiver by
the Company, at or prior to the Effective Time, of the following conditions:

       (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
Parent and Merger Sub set forth in this Agreement shall be true and correct in
all material respects as of the date of this Agreement and (except to the extent
such representations and warranties speak as of an earlier date) as of the
Closing Date as though made on and as of the Closing Date; provided, however,
that for purposes of this paragraph, such representations and warranties (other
than the representations set forth in Section 4.2(a), which shall be true in all
material respects) shall be deemed to be true and correct unless the failure or
failures of such representations and warranties to be so true and correct,
either individually or in the aggregate, and without giving effect to any
qualification as to materiality or Material Adverse Effect set forth in such
representations or warranties, has had or will have a Material Adverse Effect on
Parent or Merger Sub. The Company shall have received a certificate signed on
behalf of Parent by the Chief Executive Officer and the Chief Financial Officer
of Parent to the foregoing effect.

       (b) PERFORMANCE OF OBLIGATIONS OF PARENT AND MERGER SUB. Parent and
Merger Sub shall have performed in all material respects all obligations
required to be performed by each of them under this Agreement at or prior to the
Closing Date, and the Company shall have received a certificate signed on behalf
of Parent by the Chief Executive Officer and the Chief Financial Officer of
Parent to such effect.

       7.3 CONDITIONS TO OBLIGATIONS OF PARENT AND MERGER SUB. The obligations
of Parent and Merger Sub to effect the Merger is also subject to the
satisfaction or waiver by Parent at or prior to the Effective Time of the
following conditions:


                                      -35-

<PAGE>


       (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Company set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and (except to the extent
such representations and warranties speak as of an earlier date) as of the
Closing Date as though made on and as of the Closing Date; provided, however,
that for purposes of this paragraph, such representations and warranties (other
than the representations set forth in Section 3.2(a), which shall be true in all
material respects) shall be deemed to be true and correct unless the failure or
failures of such representations and warranties to be so true and correct,
either individually or in the aggregate, and without giving effect to any
qualification as to materiality set forth in such representations or warranties,
has had or will have a Material Adverse Effect on the Company. Parent shall have
received a certificate signed on behalf of the Company by the Chief Executive
Officer and the Chief Financial Officer of the Company to the foregoing effect.

       (b) PERFORMANCE OF OBLIGATIONS OF THE COMPANY. The Company shall have
performed in all material respects all obligations required to be performed by
it under this Agreement at or prior to the Closing Date, and Parent shall have
received a certificate signed on behalf of the Company by the Chief Executive
Officer and the Chief Financial Officer of the Company to such effect.

       (c) RECEIPT OF THIRD PARTY CONSENTS. All consents, approvals, waivers and
authorizations (including without limitation waivers of termination rights) of
third parties (other than Governmental Entities) shall have been obtained other
than those the failure of which to obtain would not, and would not reasonably be
expected to, result in a Material Adverse Effect on the Company or the Surviving
Corporation.

       (d) POOLING OF INTERESTS. The Company and Parent shall each have received
a letter from their respective independent accountants addressed to the Company
or Parent, as the case may be, to the effect that the Merger will qualify for
"pooling of interests" accounting treatment; provided, however, that if Parent
or any of its Subsidiaries shall have taken any action that prevents such
qualification, this paragraph (d) shall not be a condition to the obligations of
Parent and Merger Sub to effect the Merger.

                                  ARTICLE VIII

                            TERMINATION AND AMENDMENT

       8.1 TERMINATION. This Agreement 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 shareholders of the Company:

       (a) by mutual consent of the Company and Parent in a written instrument,
if the Board of Directors of each so determines by a vote of a majority of the
members of its entire Board;

       (b) by either the Board of Directors of the Company or the Board of
Directors of Parent if any Governmental Entity that must grant a Requisite
Regulatory Approval has denied approval of the Merger and such denial has become
final and nonappealable or any Governmental


                                      -36-


<PAGE>


Entity of competent jurisdiction shall have issued a final nonappealable order
permanently enjoining or otherwise prohibiting the consummation of the
transactions contemplated by this Agreement;

       (c) by either the Board of Directors of the Company or the Board of
Directors of Parent if the Merger shall not have been consummated on or before
the date that is nine months after the date of this Agreement, unless the
failure of the Closing to occur by such date shall be due to the failure of the
party seeking to terminate this Agreement to perform or observe the covenants
and agreements of such party set forth herein; or

       (d) by either the Board of Directors of the Company or the Board of
Directors of Parent (provided that the terminating party is not then in breach
of any representation, warranty, covenant or other agreement contained herein)
if there shall have been a breach of any of the covenants or agreements or any
of the representations or warranties set forth in this Agreement on the part of
Parent, in the case of a termination by the Company, or the Company, in the case
of a termination by Parent, which breach, either individually or in the
aggregate, would constitute, if occurring or continuing on the Closing Date, the
failure of the conditions set forth in Section 7.2 or 7.3, as the case may be,
and that is not cured within 45 days following written notice to the party
committing such breach or by its nature or timing cannot be cured prior to the
Closing Date.

       8.2 EFFECT OF TERMINATION. In the event of termination of this Agreement
by either the Company or Parent as provided in Section 8.1, this Agreement shall
forthwith become void and have no effect, and none of the Company or Parent, any
of their respective Subsidiaries or any of the officers or directors of any of
them shall have any liability of any nature whatsoever hereunder, or in
connection with the transactions contemplated hereby, except that (i) Sections
6.2(b), 8.2, 9.2 and 9.3 shall survive any termination of this Agreement, and
(ii) notwithstanding anything to the contrary contained in this Agreement,
neither the Company nor Parent shall be relieved or released from any
liabilities or damages arising out of its willful breach of any provision of
this Agreement.

       8.3 AMENDMENT. Subject to compliance with applicable law, this Agreement
may be amended by the parties hereto, by action taken or authorized by their
respective Boards of Directors, at any time before or after approval of the
matters presented in connection with the Merger by the shareholders of the
Company; provided, however, that after any approval of this Agreement and the
transactions contemplated hereby by the shareholders of the Company, there may
not be, without further approval of such shareholders, any amendment of this
Agreement that changes the amount or the form of the consideration to be
delivered hereunder to the holders of Company Common Shares, other than as
contemplated by this Agreement. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

       8.4 EXTENSION; WAIVER. At any time prior to the Effective Time, the
parties hereto, by action taken or authorized by their respective Board of
Directors, may, to the extent legally allowed, (a) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(b) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto and (c) waive compliance
with any of the agree-


                                      -37-


<PAGE>


ments or conditions contained herein; provided, however, that after any
approval of this Agreement and the transactions contemplated hereby by the
affirmative vote of a majority of the outstanding shares of Company Common
Shares entitled to vote, there may not be, without further approval of such
shareholders, any extension or waiver of this Agreement or any portion thereof
that reduces the amount or changes the form of the consideration to be delivered
to the holders of Company Common Shares hereunder, other than as contemplated by
this Agreement. 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, but such extension or waiver or failure to
insist on strict compliance with an obligation, covenant, agreement or condition
shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.

                                   ARTICLE IX

                               GENERAL PROVISIONS

       9.1 CLOSING. Subject to the terms and conditions of this Agreement, the
closing of the Merger (the "Closing") will take place at 10:00 a.m. on a date
and at a place to be specified by the parties, which shall be no later than five
business days after the satisfaction or waiver (subject to applicable law) of
the latest to occur of the conditions set forth in Article VII hereof, unless
extended by mutual agreement of the parties (the "Closing Date").

       9.2 NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. None of
the representations, warranties, covenants and agreements in this Agreement or
in any instrument delivered pursuant to this Agreement (other than the Option
Agreement and the Confidentiality Agreements, which shall terminate in
accordance with the terms thereof) shall survive the Effective Time, except for
Section 6.8 and for those other covenants and agreements contained herein and
therein that by their terms apply in whole or in part after the Effective Time.

       9.3 EXPENSES. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such expense, provided, however, that the costs and expenses of
printing and mailing the Proxy Statement, and all filing and other fees paid to
the SEC in connection with the Merger, shall be borne equally by the Company and
Parent.

       9.4 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (with
confirmation), mailed by registered or certified mail (return receipt requested)
or delivered by an express courier (with confirmation) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):


                                      -38-


<PAGE>


       (a) if to the Company, to:

                  IMPERIAL BANCORP
                  9920 South La Cienega Boulevard
                  Inglewood, CA  90301

                  Attention:  Richard M. Baker, Senior Vice
                              President, General Counsel and
                              Secretary
                  Telecopier: (310) 417-5781

           with a copy to:

                  Stanley F. Farrar
                  Sullivan & Cromwell
                  1888 Century Park East
                  Los Angeles, California 90067
                  Telecopier: (310) 712-8800

            and

       (b)  if to Parent or Merger Sub, to:

                  COMERICA INCORPORATED
                  Comerica Tower at Detroit Center
                  500 Woodward Avenue, MC 3391
                  Detroit, Michigan 48226

                  Attention:  George W. Madison, Executive Vice
                              President and General Counsel
                  Telecopier: (313) 961-8624

           with a copy to:

                  Edward D. Herlihy
                  Wachtell, Lipton, Rosen & Katz
                  51 W. 52nd Street
                  New York, NY 10019-6150
                  Telecopier: (212) 403-2000

       9.5 INTERPRETATION. When a reference is made in this Agreement to
Sections, Exhibits or Schedules, such reference shall be to a Section of or
Exhibit or Schedule to this Agreement unless otherwise indicated. The table of
contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include", "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." This Agreement shall not be interpreted or construed to require any
person to take any action, or fail to take any action, if to do so would violate
any applicable law or regulation.


                                      -39-


<PAGE>


       9.6 COUNTERPARTS. This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.

       9.7 ENTIRE AGREEMENT. This Agreement (including the documents and the
instruments referred to herein) constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof other than the Option
Agreement and the Confidentiality Agreements.

       9.8 GOVERNING LAW.  This Agreement shall be governed and construed in
accordance with the laws of the State of California, without regard to any
applicable conflicts of law principles.

       9.9 PUBLICITY. Except as otherwise required by applicable law or the
rules of the NYSE, neither the Company nor Parent shall, or shall permit any of
its Subsidiaries to, issue or cause the publication of any press release or
other public announcement with respect to, or otherwise make any public
statement concerning, the transactions contemplated by this Agreement without
the consent of Parent, in the case of a proposed announcement or statement by
the Company, or the Company, in the case of a proposed announcement or statement
by Parent, which consent shall not be unreasonably withheld.

       9.10 ASSIGNMENT; THIRD PARTY BENEFICIARIES. Neither this Agreement nor
any of the rights, interests or obligations 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. Except as otherwise
specifically provided in Section 6.8, this Agreement (including the documents
and instruments referred to herein) is not intended to confer upon any person
other than the parties hereto any rights or remedies hereunder.


                                      -40-


<PAGE>


       IN WITNESS WHEREOF, the Company, Parent and Merger Sub have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the date first above written.

                                    IMPERIAL BANCORP


                                    By: /s/ George L. Graziadio, Jr.
                                        ---------------------------------
                                    George L. Graziadio, Jr.
                                    Chairman, President and Chief
                                       Executive Officer



                                    COMERICA INCORPORATED


                                    By: /s/ Eugene A. Miller
                                        ---------------------------------
                                    Eugene A. Miller
                                    Chairman, President and Chief
                                       Executive Officer



                                    COMERICA HOLDINGS INCORPORATED


                                    By: /s/ Mark W. Yonkman
                                        ---------------------------------
                                    Mark W. Yonkman
                                    President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>STOCK OPTION AGREEMENT
<TEXT>



EXHIBIT 99.2


                  THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO
                   CERTAIN PROVISIONS CONTAINED HEREIN AND TO
                          RESALE RESTRICTIONS UNDER THE
                       SECURITIES ACT OF 1933, AS AMENDED


            STOCK OPTION AGREEMENT, dated October 31, 2000, between Imperial
Bancorp, a California corporation ("Issuer"), and Comerica Incorporated, a
Delaware corporation ("Grantee").

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


            WHEREAS, Grantee and Issuer have entered into an Agreement and Plan
of Merger of even date herewith (the "Merger Agreement"), which agreement has
been executed by the parties hereto immediately prior to this Stock Option
Agreement (this "Agreement"); and

            WHEREAS, as a condition to Grantee's entering into the Merger
Agreement and in consideration therefor and for Grantee's entering into the
Option Agreement, Issuer has agreed to grant Grantee the Option (as hereinafter
defined);

            NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and in the Merger Agreement, the
parties hereto agree as follows:

            1. (a) Issuer hereby grants to Grantee an unconditional, irrevocable
option (the "Option") to purchase, subject to the terms hereof, up to 8,600,000
fully paid and nonassessable shares of Issuer's Common Shares ("Common Shares"),
at a price of $24.81 per share (the "Option Price"); provided, however, that in
no event shall the number of Common Shares for which this Option is exercisable
exceed 19.9% of the Issuer's issued and outstanding Common Shares without giving
effect to any shares subject to or issued pursuant to the Option. The number of
Common Shares that may be received upon the exercise of the Option and the
Option Price are subject to adjustment as herein set forth.

            (b) In the event that any additional Common Shares are either (i)
issued or otherwise become outstanding after the date of this Agreement (other
than pursuant to this Agreement) or (ii) redeemed, repurchased, retired or
otherwise cease to be outstanding after the date of the Agreement, the number of
Common Shares subject to the Option shall be increased or decreased, as
appropriate, so that, after such issuance, such number equals 19.9% of the
number of Common Shares then issued and outstanding without giving effect to any
shares subject or issued pursuant to the Option. Nothing contained in this
Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer
or Grantee to breach any provision of the Merger Agreement.

            2. (a) The Holder (as hereinafter defined) may exercise the Option,
in whole or part, and from time to time, if, but only if, both an Initial
Triggering Event (as hereinafter defined) and a Subsequent Triggering Event (as
hereinafter defined) shall have occurred prior to the occurrence of an Exercise
Termination Event (as hereinafter defined), provided that the Holder shall have
sent the written notice of such exercise (as provided in subsection (e) of this


                                       A-1


<PAGE>


Section 2) within 90 days following such Subsequent Triggering Event. Each of
the following shall be an "Exercise Termination Event": (i) the Effective Time
(as defined in the Merger Agreement) of the Merger; (ii) termination of the
Merger Agreement in accordance with the provisions thereof if such termination
occurs prior to the occurrence of an Initial Triggering Event, except a
termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement
(unless the breach by Issuer giving rise to such right of termination is non-
volitional); or (iii) the passage of 12 months after termination of the Merger
Agreement if such termination follows the occurrence of an Initial Triggering
Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger
Agreement (unless the breach by Issuer giving rise to such right of termination
is non-volitional) (provided that if an Initial Triggering Event continues or
occurs beyond such termination and prior to the passage of such 12-month period,
the Exercise Termination Event shall be 12 months from the expiration of the
Last Triggering Event but in no event more than 18 months after such
termination). The "Last Triggering Event" shall mean the last Initial Triggering
Event to expire. The term "Holder" shall mean the holder or holders of the
Option.

            (b) The term "Initial Triggering Event" shall mean any of the
following events or transactions occurring after the date hereof:

                    (i) Issuer or any of its Subsidiaries (as defined in Rule
      1-02 of Regulation S-X promulgated by the Securities and Exchange
      Commission (the "SEC")) (each an "Issuer Subsidiary"), without having
      received Grantee's prior written consent, shall have entered into an
      agreement to engage in an Acquisition Transaction (as hereinafter
      defined) with any person (the term "person" for purposes of this
      Agreement having the meaning assigned thereto in Sections 3(a)(9)
      and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
      "1934 Act"), and the rules and regulations thereunder) other than
      Grantee or any of its Subsidiaries (each a "Grantee Subsidiary") or
      the Board of Directors of Issuer shall have recommended that the
      shareholders of Issuer approve or accept any Acquisition
      Transaction.  For purposes of this Agreement, "Acquisition
      Transaction" shall mean (w) a merger or consolidation, or any
      similar transaction, involving Issuer or any Subsidiary of Issuer,
      (x) a purchase, lease or other acquisition or assumption of all or a
      substantial portion of the assets or deposits of Issuer or any
      Subsidiary of Issuer, (y) a purchase or other acquisition (including
      by way of merger, consolidation, share exchange or otherwise) of
      securities representing 10% or more of the voting power of Issuer,
      or (z) any substantially similar transaction; provided, however,
                                                    --------  -------
      that in no event shall any merger, consolidation, purchase or
      similar transaction involving only the Issuer and one or more of its
      Subsidiaries or involving only any two or more of such Subsidiaries,
      provided that any such transaction is not entered into in violation
      --------
      of the terms of the Merger Agreement, be deemed to be an Acquisition
      Transaction;

                    (ii) Issuer or any Issuer Subsidiary, without having
      received Grantee's prior written consent, shall have authorized,
      recommended, proposed or publicly announced its intention to authorize,
      recommend or propose, to engage in an Acquisition Transaction with any
      person other than Grantee or a Grantee Subsidiary, or the Board of
      Directors of Issuer shall have failed to recommend that the shareholders
      of Issuer approve the Merger Agreement and the transactions contemplated
      thereby or shall have publicly


                                       A-2


<PAGE>


      withdrawn or modified, or publicly announced its interest to withdraw or
      modify, in any manner adverse to Grantee, its recommendation that the
      shareholders of Issuer approve the Merger Agreement and the transactions
      contemplated thereby in anticipation of engaging in an Acquisition
      Transaction;

                    (iii) Any person other than Grantee, any Grantee
      Subsidiary or any Issuer Subsidiary acting in a fiduciary capacity in the
      ordinary course of its business shall have acquired beneficial ownership
      or the right to acquire beneficial ownership of 10% or more of the
      outstanding Common Shares (the term "beneficial ownership" for purposes of
      this Agreement having the meaning assigned thereto in Section 13(d) of the
      1934 Act, and the rules and regulations thereunder);

                    (iv) Any person other than Grantee or any Grantee Subsidiary
      shall have made a bona fide proposal to Issuer or its shareholders by
      public announcement or written communication that is or becomes the
      subject of public disclosure to engage in an Acquisition Transaction;

                    (v) After an overture is made by a third party to Issuer
      or its shareholders to engage in an Acquisition Transaction, Issuer shall
      have breached any covenant or obligation contained in the Merger Agreement
      and such breach (x) would entitle Grantee to terminate the Merger
      Agreement and (y) shall not have been cured prior to the Notice Date (as
      hereinafter defined); or

                    (vi) Any person other than Grantee or any Grantee
      Subsidiary, other than in connection with a transaction to which Grantee
      has given its prior written consent, shall have filed an application or
      notice with the Federal Reserve Board, or other federal or state bank
      regulatory authority, which application or notice has been accepted for
      processing, for approval to engage in an Acquisition Transaction.

            (c) The term "Subsequent Triggering Event" shall mean either of the
following events or transactions occurring after the date hereof:

                    (i) The acquisition by any person of beneficial ownership of
       20% or more of the then-outstanding Common Shares; or

                    (ii) The occurrence of the Initial Triggering Event
      described in paragraph (i)of subsection (b) of this Section 2, except that
      the percentage referred to in clause (y) shall be 20%.

            (d) Issuer shall notify Grantee promptly in writing of the
occurrence of any Initial Triggering Event or Subsequent Triggering Event of
which it has notice (together, a "Triggering Event"), it being understood that
the giving of such notice by Issuer shall not be a condition to the right of the
Holder to exercise the Option.

            (e) In the event the Holder is entitled to and wishes to exercise
the Option, it shall send to Issuer a written notice (the date of which being
herein referred to as the "Notice Date") specifying (i) the total number of
shares it will purchase pursuant to such exercise and (ii) a place and date not
earlier than three business days nor later than 60 business days from the


                                       A-3


<PAGE>


Notice Date for the closing of such purchase (the "Closing Date"); provided that
if prior notification to or approval of the Federal Reserve Board or any other
regulatory agency is required in connection with such purchase, the Holder shall
promptly file the required notice or application for approval and shall
expeditiously process the same and the period of time that otherwise would run
pursuant to this sentence shall run instead from the date on which any required
notification periods have expired or been terminated or such approvals have been
obtained and any requisite waiting period or periods shall have passed. Any
exercise of the Option shall be deemed to occur on the Notice Date relating
thereto.

            (f) At the closing referred to in subsection (e) of this Section 2,
the Holder shall pay to Issuer the aggregate purchase price for the Common
Shares purchased pursuant to the exercise of the Option in immediately available
funds by wire transfer to a bank account designated by Issuer, provided that
failure or refusal of Issuer to designate such a bank account shall not preclude
the Holder from exercising the Option.

            (g) At such closing, simultaneously with the delivery of immediately
available funds as provided in subsection (f) of this Section 2, Issuer shall
deliver to the Holder a certificate or certificates representing the number of
Common Shares purchased by the Holder and, if the Option should be exercised in
part only, a new Option evidencing the rights of the Holder thereof to purchase
the balance of the shares purchasable hereunder, and the Holder shall deliver to
Issuer a copy of this Agreement and a letter agreeing that the Holder will not
offer to sell or otherwise dispose of such shares in violation of applicable law
or the provisions of this Agreement.

            (h) Certificates for Common Shares delivered at a closing hereunder
may be endorsed with a restrictive legend that shall read substantially as
follows:

            "The transfer of the shares represented by this certificate is
            subject to certain provisions of an agreement between the registered
            holder hereof and Issuer and to resale restrictions arising under
            the Securities Act of 1933, as amended. A copy of such agreement is
            on file at the principal office of Issuer and will be provided to
            the holder hereof without charge upon receipt by Issuer of a written
            request therefor."

It is understood and agreed that: (i) the reference to the resale restrictions
of the Securities Act of 1933, as amended (the "1933 Act"), in the above legend
shall be removed by delivery of substitute certificate(s) without such reference
if the Holder shall have delivered to Issuer a copy of a letter from the staff
of the SEC, or an opinion of counsel, in form and substance reasonably
satisfactory to Issuer, to the effect that such legend is not required for
purposes of the 1933 Act; (ii) the reference to the provisions of this Agreement
in the above legend shall be removed by delivery of substitute certificate(s)
without such reference if the shares have been sold or transferred in compliance
with the provisions of this Agreement and under circumstances that do not
require the retention of such reference; and (iii) the legend shall be removed
in its entirety if the conditions in the preceding clauses (i) and (ii) are both
satisfied. In addition, such certificates shall bear any other legend as may be
required by law.


                                       A-4


<PAGE>


            (i) Upon the giving by the Holder to Issuer of the written notice of
exercise of the Option provided for under subsection (e) of this Section 2 and
the tender of the applicable purchase price in immediately available funds, the
Holder shall be deemed, subject to the receipt of applicable regulatory
approvals, to be the holder of record of the Common Shares issuable upon such
exercise, notwithstanding that the stock transfer books of Issuer shall then be
closed or that certificates representing such Common Shares shall not then be
actually delivered to the Holder. Issuer shall pay all expenses, and any and all
United States federal, state and local taxes and other charges that may be
payable in connection with the preparation, issue and delivery of stock
certificates under this Section 2 in the name of the Holder or its assignee,
transferee or designee.

            3. Issuer agrees: (i) that it shall at all times maintain, free from
preemptive rights, sufficient authorized but unissued Common Shares (or, to the
extent necessary as provided below, sufficient authorized but unissued Preferred
Shares) so that the Option may be exercised without additional authorization of
Common Shares (or Preferred Shares, as the case may be) after giving effect to
all other options, warrants, convertible securities and other rights to purchase
Common Shares(it being understood and agreed that in the event that there are
not sufficient Common Shares authorized but not issued to permit the exercise in
full of the Option in accordance with the terms hereof, Issuer shall take all
such action as may be necessary to authorize additional Common Shares for
issuance upon exercise of the Option; and in the event that the Company shall,
after good faith effort, be unable to take all such action as may be so
necessary, Issuer shall substitute, for each Common Share that would otherwise
be issuable upon exercise of the Option, a number of Preferred Shares of the
Company (or fractions thereof) having the same rights, privileges and
preferences (including without limitation with respect to dividends, voting and
rights upon liquidation or dissolution of Issuer) as each Common Share and which
Preferred Shares (or applicable fractions thereof) have a market price that is
as equal as practicable to the market price of each Common Share as of the date
of issuance of such Preferred Shares (or applicable fractions thereof)); (ii)
that it will not, by charter amendment or through reorganization, consolidation,
merger, dissolution or sale of assets, or by any other voluntary act, avoid or
seek to avoid the observance or performance of any of the covenants,
stipulations or conditions to be observed or performed hereunder by Issuer;
(iii) promptly to take all action as may from time to time be required
(including (x) complying with all premerger notification, reporting and waiting
period requirements specified in 15 U.S.C. ss. 18a and regulations promulgated
thereunder and (y) in the event, under the Bank Holding Company Act of 1956, as
amended (the "BHCA"), or the Change in Bank Control Act of 1978, as amended, or
any state banking law, prior approval of or notice to the Federal Reserve Board
or to any state regulatory authority is necessary before the Option may be
exercised, cooperating fully with the Holder in preparing such applications or
notices and providing such information to the Federal Reserve Board or such
state regulatory authority as they may require) in order to permit the Holder to
exercise the Option and Issuer duly and effectively to issue Common Shares
pursuant hereto; and (iv) promptly to take all action provided herein to protect
the rights of the Holder against dilution.

            4. This Agreement (and the Option granted hereby) are exchangeable,
without expense, at the option of the Holder, upon presentation and surrender of
this Agreement at the principal office of Issuer, for other Agreements providing
for Options of different denominations entitling the holder thereof to purchase,
on the same terms and subject to the same


                                       A-5


<PAGE>


conditions as are set forth herein, in the aggregate the same number of Common
Shares purchasable hereunder. The terms "Agreement" and "Option" as used herein
include any Stock Option Agreements and related Options for which this Agreement
(and the Option granted hereby) may be exchanged. Upon receipt by Issuer of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Agreement, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Agreement, if mutilated, Issuer will execute and deliver a new Agreement of
like tenor and date. Any such new Agreement executed and delivered shall
constitute an additional contractual obligation on the part of Issuer, whether
or not the Agreement so lost, stolen, destroyed or mutilated shall at any time
be enforceable by anyone.

            5. In addition to the adjustment in the number of Common Shares that
are purchasable upon exercise of the Option pursuant to Section 1 of this
Agreement, the number of Common Shares purchasable upon the exercise of the
Option and the Option Price shall be subject to adjustment from time to time as
provided in this Section 5. In the event of any change in, or distributions in
respect of, the Common Shares by reason of stock dividends, split-ups, mergers,
recapitalizations, combinations, subdivisions, conversions, exchanges of shares,
distributions on or in respect of the Common Shares, or the like, the type and
number of Common Shares purchasable upon exercise hereof and the Option Price
shall be appropriately adjusted in such manner as shall fully preserve the
economic benefits provided hereunder and proper provision shall be made in any
agreement governing any such transaction to provide for such proper adjustment
and the full satisfaction of the Issuer's obligations hereunder.

            6. Upon the occurrence of a Subsequent Triggering Event that occurs
prior to an Exercise Termination Event, Issuer shall, at the request of Grantee
delivered within 90 days of such Subsequent Triggering Event (whether on its own
behalf or on behalf of any subsequent holder of this Option (or part thereof) or
any of the Common Shares issued pursuant hereto), promptly prepare, file and
keep current a shelf registration statement under the 1933 Act covering this
Option and any shares issued and issuable pursuant to this Option and shall use
its reasonable best efforts to cause such registration statement to become
effective and remain current in order to permit the sale or other disposition of
this Option and any Common Shares issued upon total or partial exercise of this
Option ("Option Shares") in accordance with any plan of disposition requested by
Grantee. Issuer will use its reasonable best efforts to cause such registration
statement first to become effective and then to remain effective for such period
not in excess of 180 days from the day such registration statement first becomes
effective or such shorter time as may be reasonably necessary to effect such
sales or other dispositions. Grantee shall have the right to demand two such
registrations. The foregoing notwithstanding, if, at the time of any request by
Grantee for registration of the Option or Option Shares as provided above,
Issuer is in registration with respect to an underwritten public offering of
Common Shares, and if in the good faith judgment of the managing underwriter or
managing underwriters, or, if none, the sole underwriter or underwriters, of
such offering the inclusion of the Holder's Option or Option Shares would
interfere with the successful marketing of the Common Shares offered by Issuer,
the number of Option Shares otherwise to be covered in the registration
statement contemplated hereby may be reduced; and provided, however, that after
any such required reduction the number of Option Shares to be included in such
offering for the account of the Holder shall constitute at least 25% of the
total number of shares to be sold by the Holder and Issuer in the aggregate; and
provided further, however, that if such reduction occurs, then the


                                       A-6

<PAGE>


Issuer shall file a registration statement for the balance as promptly as
practical and no reduction shall thereafter occur. Each such Holder shall
provide all information reasonably requested by Issuer for inclusion in any
registration statement to be filed hereunder. If requested by any such Holder in
connection with such registration, Issuer shall become a party to any
underwriting agreement relating to the sale of such shares, but only to the
extent of obligating itself in respect of representations, warranties,
indemnities and other agreements customarily included in secondary offering
underwriting agreements for the Issuer. Upon receiving any request under this
Section 6 from any Holder, Issuer agrees to send a copy thereof to any other
person known to Issuer to be entitled to registration rights under this Section
6, in each case by promptly mailing the same, postage prepaid, to the address of
record of the persons entitled to receive such copies. Notwithstanding anything
to the contrary contained herein, in no event shall Issuer be obligated to
effect more than two registrations pursuant to this Section 6 by reason of the
fact that there shall be more than one Grantee as a result of any assignment or
division of this Agreement.

            7. (a) Immediately prior to the occurrence of a Repurchase Event (as
hereinafter defined), (i) following a request of the Holder, delivered prior to
an Exercise Termination Event, Issuer (or any successor thereto) shall
repurchase the Option from the Holder at a price (the "Option Repurchase Price")
equal to the amount by which (A) the Market/Offer Price (as hereinafter defined)
exceeds (B) the Option Price, multiplied by the number of shares for which this
Option may then be exercised and (ii) at the request of the owner of Option
Shares from time to time (the "Owner"), delivered within 90 days of such
occurrence (or such later period as provided in Section 10), Issuer shall
repurchase such number of the Option Shares from the Owner as the Owner shall
designate at a price (the "Option Share Repurchase Price") equal to the
Market/Offer Price multiplied by the number of Option Shares so designated. The
term "Market/Offer Price" shall mean the highest of (i) the price per Common
Share at which a tender offer or exchange offer therefor has been made, (ii) the
price per Common Share to be paid by any third party pursuant to an agreement
with Issuer, (iii) the highest closing price for Common Shares within the
six-month period immediately preceding the date the Holder gives notice of the
required repurchase of this Option or the Owner gives notice of the required
repurchase of Option Shares, as the case may be, or (iv) in the event of a sale
of all or a substantial portion of Issuer's assets, the sum of the price paid in
such sale for such assets and the current market value of the remaining assets
of Issuer as determined by a nationally recognized investment banking firm
selected by the Holder or the Owner, as the case may be, and reasonably
acceptable to the Issuer, divided by the number of Common Shares of Issuer
outstanding at the time of such sale. In determining the Market/Offer Price, the
value of consideration other than cash shall be determined by a nationally
recognized investment banking firm selected by the Holder or Owner, as the case
may be, and reasonably acceptable to the Issuer.

            (b) The Holder and the Owner, as the case may be, may exercise its
right to require Issuer to repurchase the Option and any Option Shares pursuant
to this Section 7 by surrendering for such purpose to Issuer, at its principal
office, a copy of this Agreement or certificates for Option Shares, as
applicable, accompanied by a written notice or notices stating that the Holder
or the Owner, as the case may be, elects to require Issuer to repurchase this
Option and/or the Option Shares in accordance with the provisions of this
Section 7. Within the latter to occur of (x) five business days after the
surrender of the Option and/or certificates representing Option Shares and the
receipt of such notice or notices relating thereto and (y) the


                                      A-7


<PAGE>


time that is immediately prior to the occurrence of a Repurchase Event, Issuer
shall deliver or cause to be delivered to the Holder the Option Repurchase Price
and/or to the Owner the Option Share Repurchase Price therefor or the portion
thereof, if any, that Issuer is not then prohibited under applicable law and
regulation from so delivering.

            (c) To the extent that Issuer is prohibited under applicable law or
regulation from repurchasing the Option and/or the Option Shares in full, Issuer
shall immediately so notify the Holder and/or the Owner and thereafter deliver
or cause to be delivered, from time to time, to the Holder and/or the Owner, as
appropriate, the portion of the Option Repurchase Price and the Option Share
Repurchase Price, respectively, that it is no longer prohibited from delivering,
within five business days after the date on which Issuer is no longer so
prohibited; provided, however, that if Issuer at any time after delivery of a
notice of repurchase pursuant to paragraph (b) of this Section 7 is prohibited
under applicable law or regulation from delivering to the Holder and/or the
Owner, as appropriate, the Option Repurchase Price and the Option Share
Repurchase Price, respectively, in full (and Issuer hereby undertakes to use its
best efforts to obtain all required regulatory and legal approvals and to file
any required notices, in each case as promptly as practicable in order to
accomplish such repurchase), the Holder or Owner may revoke its notice of
repurchase of the Option or the Option Shares either in whole or to the extent
of the prohibition, whereupon, in the latter case, Issuer shall promptly (i)
deliver to the Holder and/or the Owner, as appropriate, that portion of the
Option Repurchase Price or the Option Share Repurchase Price that Issuer is not
prohibited from delivering; and (ii) deliver, as appropriate, either (A) to the
Holder, a new Stock Option Agreement evidencing the right of the Holder to
purchase that number of Common Shares obtained by multiplying the number of
Common Shares for which the surrendered Stock Option Agreement was exercisable
at the time of delivery of the notice of repurchase by a fraction, the numerator
of which is the Option Repurchase Price less the portion thereof theretofore
delivered to the Holder and the denominator of which is the Option Repurchase
Price, or (B) to the Owner, a certificate for the Option Shares it is then so
prohibited from repurchasing.

            (d) For purposes of this Section 7, a Repurchase Event shall be
deemed to have occurred (i) upon the consummation of any merger, consolidation
or similar transaction involving Issuer or any purchase, lease or other
acquisition of all or a substantial portion of the assets of Issuer, other than
any such transaction which would not constitute an Acquisition Transaction
pursuant to the provisos to Section 2(b)(i) hereof or (ii) upon the acquisition
by any person of beneficial ownership of 50% or more of the then outstanding
Common Shares, provided that no such event shall constitute a Repurchase Event
unless a Subsequent Triggering Event shall have occurred prior to an Exercise
Termination Event. The parties hereto agree that Issuer's obligations to
repurchase the Option or Option Shares under this Section 7 shall not terminate
upon the occurrence of an Exercise Termination Event unless no Subsequent
Triggering Event shall have occurred prior to the occurrence of an Exercise
Termination Event.

            8. (a) In the event that prior to an Exercise Termination Event,
Issuer shall enter into an agreement (i) to consolidate with or merge into any
person, other than Grantee or one of its Subsidiaries, and shall not be the
continuing or surviving corporation of such consolidation or merger, (ii) to
permit any person, other than Grantee or one of its Subsidiaries, to merge into
Issuer and Issuer shall be the continuing or surviving corporation, but, in
connection with such merger, the then outstanding Common Shares shall be changed
into or


                                      A-8


<PAGE>


exchanged for stock or other securities of any other person or cash or
any other property or the then outstanding Common Shares shall after such merger
represent less than 50% of the outstanding voting shares and voting share
equivalents of the merged company, or (iii) to sell or otherwise transfer all or
substantially all of its assets to any person, other than Grantee or one of its
Subsidiaries, then, and in each such case, the agreement governing such
transaction shall make proper provision so that the Option shall, upon the
consummation of any such transaction and upon the terms and conditions set forth
herein, be converted into, or exchanged for, an option (the "Substitute
Option"), at the election of the Holder, of either (x) the Acquiring Corporation
(as hereinafter defined) or (y) any person that controls the Acquiring
Corporation.

            (b) The following terms have the meanings indicated:

                    (i) "Acquiring Corporation" shall mean (A) the continuing or
        surviving corporation of a consolidation or merger with Issuer (if other
        than Issuer), (B) Issuer in a merger in which Issuer is the continuing
        or surviving person, and (C) the transferee of all or substantially all
        of Issuer's assets.

                    (ii) "Substitute Common Shares" shall mean the common stock
        issued by the issuer of the Substitute Option upon exercise of the
        Substitute Option.

                    (iii) "Assigned Value" shall mean the Market/Offer Price, as
        defined in Section 7.

                    (iv) "Average Price" shall mean the average closing price of
        a share of the Substitute Common Shares for the one year immediately
        preceding the consolidation, merger or sale in question, but in no event
        higher than the closing price of the shares of Substitute Common Shares
        on the day preceding such consolidation, merger or sale; provided that
        if Issuer is the issuer of the Substitute Option, the Average Price
        shall be computed with respect to a share of common stock issued by the
        person merging into Issuer or by any company that controls or is
        controlled by such person, as the Holder may elect.

            (c) The Substitute Option shall have the same terms as the Option,
provided, that if the terms of the Substitute Option cannot, for legal reasons,
be the same as the Option, such terms shall be as similar as possible and in no
event less advantageous to the Holder. The issuer of the Substitute Option shall
also enter into an agreement with the then Holder or Holders of the Substitute
Option in substantially the same form as this Agreement, which shall be
applicable to the Substitute Option.

            (d) The Substitute Option shall be exercisable for such number of
shares of Substitute Common Shares as is equal to the Assigned Value multiplied
by the number of Common Shares for which the Option is then exercisable, divided
by the Average Price. The exercise price of the Substitute Option per share of
Substitute Common Shares shall then be equal to the Option Price multiplied by a
fraction, the numerator of which shall be the number of Common Shares for which
the Option is then exercisable and the denominator of which shall be the number
of shares of Substitute Common Shares for which the Substitute Option is
exercisable.


                                      A-9


<PAGE>


            (e) In no event, pursuant to any of the foregoing paragraphs, shall
the Substitute Option be exercisable for more than 19.9% of the shares of
Substitute Common Shares outstanding prior to exercise of the Substitute Option.
In the event that the Substitute Option would be exercisable for more than 19.9%
of the shares of Substitute Common Shares outstanding prior to exercise but for
this clause (e), the issuer of the Substitute Option (the "Substitute Option
Issuer") shall make a cash payment to Holder equal to the excess of (i) the
value of the Substitute Option without giving effect to the limitation in this
clause (e) over (ii) the value of the Substitute Option after giving effect to
the limitation in this clause (e). This difference in value shall be determined
by a nationally recognized investment banking firm selected by the Holder or the
Owner, as the case may be, and reasonably acceptable to the Acquiring
Corporation.

            (f) Issuer shall not enter into any transaction described in
subsection (a) of this Section 8 unless the Acquiring Corporation and any person
that controls the Acquiring Corporation assume in writing all the obligations of
Issuer hereunder.

            9. (a) At the request of the holder of the Substitute Option (the
"Substitute Option Holder"), the Substitute Option Issuer shall repurchase the
Substitute Option from the Substitute Option Holder at a price (the "Substitute
Option Repurchase Price") equal to the amount by which (i) the Highest Closing
Price (as hereinafter defined) exceeds (ii) the exercise price of the Substitute
Option, multiplied by the number of shares of Substitute Common Shares for which
the Substitute Option may then be exercised, and at the request of the owner
(the "Substitute Share Owner") of shares of Substitute Common Shares (the
"Substitute Shares"), the Substitute Option Issuer shall repurchase the
Substitute Shares at a price (the "Substitute Share Repurchase Price") equal to
the Highest Closing Price multiplied by the number of Substitute Shares so
designated. The term "Highest Closing Price" shall mean the highest closing
price for shares of Substitute Common Shares within the six-month period
immediately preceding the date the Substitute Option Holder gives notice of the
required repurchase of the Substitute Option or the Substitute Share Owner gives
notice of the required repurchase of the Substitute Shares, as applicable.

            (b) The Substitute Option Holder and the Substitute Share Owner, as
the case may be, may exercise its respective right to require the Substitute
Option Issuer to repurchase the Substitute Option and the Substitute Shares
pursuant to this Section 9 by surrendering for such purpose to the Substitute
Option Issuer, at its principal office, the agreement for such Substitute Option
(or, in the absence of such an agreement, a copy of this Agreement) and
certificates for Substitute Shares accompanied by a written notice or notices
stating that the Substitute Option Holder or the Substitute Share Owner, as the
case may be, elects to require the Substitute Option Issuer to repurchase the
Substitute Option and/or the Substitute Shares in accordance with the provisions
of this Section 9. As promptly as practicable, and in any event within five
business days after the surrender of the Substitute Option and/or certificates
representing Substitute Shares and the receipt of such notice or notices
relating thereto, the Substitute Option Issuer shall deliver or cause to be
delivered to the Substitute Option Holder the Substitute Option Repurchase Price
and/or to the Substitute Share Owner the Substitute Share Repurchase Price
therefor or, in either case, the portion thereof which the Substitute Option
Issuer is not then prohibited under applicable law and regulation from so
delivering.


                                      A-10


<PAGE>


            (c) To the extent that the Substitute Option Issuer is prohibited
under applicable law or regulation from repurchasing the Substitute Option
and/or the Substitute Shares in part or in full, the Substitute Option Issuer
following a request for repurchase pursuant to this Section 9 shall immediately
so notify the Substitute Option Holder and/or the Substitute Share Owner and
thereafter deliver or cause to be delivered, from time to time, to the
Substitute Option Holder and/or the Substitute Share Owner, as appropriate, the
portion of the Substitute Share Repurchase Price, respectively, which it is no
longer prohibited from delivering, within five business days after the date on
which the Substitute Option Issuer is no longer so prohibited; provided,
however, that if the Substitute Option Issuer is at any time after delivery of a
notice of repurchase pursuant to subsection (b) of this Section 9 prohibited
under applicable law or regulation from delivering to the Substitute Option
Holder and/or the Substitute Share Owner, as appropriate, the Substitute Option
Repurchase Price and the Substitute Share Repurchase Price, respectively, in
full (and the Substitute Option Issuer shall use its best efforts to obtain all
required regulatory and legal approvals, in each case as promptly as
practicable, in order to accomplish such repurchase), the Substitute Option
Holder or Substitute Share Owner may revoke its notice of repurchase of the
Substitute Option or the Substitute Shares either in whole or to the extent of
the prohibition, whereupon, in the latter case, the Substitute Option Issuer
shall promptly (i) deliver to the Substitute Option Holder or Substitute Share
Owner, as appropriate, that portion of the Substitute Option Repurchase Price or
the Substitute Share Repurchase Price that the Substitute Option Issuer is not
prohibited from delivering; and (ii) deliver, as appropriate, either (A) to the
Substitute Option Holder, a new Substitute Option evidencing the right of the
Substitute Option Holder to purchase that number of shares of the Substitute
Common Shares obtained by multiplying the number of shares of the Substitute
Common Shares for which the surrendered Substitute Option was exercisable at the
time of delivery of the notice of repurchase by a fraction, the numerator of
which is the Substitute Option Repurchase Price less the portion thereof
theretofore delivered to the Substitute Option Holder and the denominator of
which is the Substitute Option Repurchase Price, or (B) to the Substitute Share
Owner, a certificate for the Substitute Common Shares it is then so prohibited
from repurchasing.

            10. The 90-day or 6-month periods for exercise of certain rights
under Sections 2, 6, 7, 13 and 15 shall be extended: (i) to the extent necessary
to obtain all regulatory approvals for the exercise of such rights, and for the
expiration of all statutory waiting periods; (ii) to the extent necessary to
avoid liability under Section 16(b) of the 1934 Act by reason of such exercise
and (iii) during any period in which Grantee is precluded from exercising such
rights due to an injunction or other legal restriction, plus in each case such
additional period as is reasonably necessary for the exercise of such rights
promptly following the obtaining of such approvals or the expiration of such
periods.

            11. Issuer hereby represents and warrants to Grantee as follows:

            (a) Issuer has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by the
Board of Directors of Issuer and no other corporate proceedings on the part of
Issuer are necessary to authorize this Agreement or to consummate the


                                      A-11


<PAGE>


transactions so contemplated. This Agreement has been duly and validly executed
and delivered by Issuer.

            (b) Issuer has taken all necessary corporate action to authorize and
reserve and to permit it to issue, and at all times from the date hereof through
the termination of this Agreement in accordance with its terms will have
reserved for issuance upon the exercise of the Option, that number of Common
Shares (and, as contemplated by Section 3 hereof, Preferred Shares) equal to the
maximum number of Common Shares at any time and from time to time issuable
hereunder, and all such shares, upon issuance pursuant hereto, will be duly
authorized, validly issued, fully paid, nonassessable, and will be delivered
free and clear of all claims, liens, encumbrance and security interests and not
subject to any preemptive rights.

            12. Grantee hereby represents and warrants to Issuer that:

            (a) Grantee has all requisite corporate power and authority to enter
into this Agreement and, subject to any approvals or consents referred to
herein, to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of Grantee. This Agreement has been duly executed and delivered by Grantee.

            (b) The Option is not being, and any Common Shares or other
securities acquired by Grantee upon exercise of the Option will not be, acquired
with a view to the public distribution thereof and will not be transferred or
otherwise disposed of except in a transaction registered or exempt from
registration under the Securities Act.

            13. Neither of the parties hereto may assign any of its rights or
obligations under this Option Agreement or the Option created hereunder to any
other person, without the express written consent of the other party, except
that in the event a Subsequent Triggering Event shall have occurred prior to an
Exercise Termination Event, Grantee, subject to the express provisions hereof,
may assign in whole or in part its rights and obligations hereunder within 90
days following such Subsequent Triggering Event (or such later period as
provided in Section 10); provided, however, that until the date 15 days
following the date on which the Federal Reserve Board approves an application by
Grantee under the BHCA to acquire the Common Shares subject to the Option,
Grantee may not assign its rights under the Option except in (i) a widely
dispersed public distribution, (ii) a private placement in which no one party
acquires the right to purchase in excess of 2% of the voting shares of Issuer,
(iii) an assignment to a single party (e.g., a broker or investment banker) for
the purpose of conducting a widely dispersed public distribution on Grantee's
behalf, or (iv) any other manner approved by the Federal Reserve Board.

            14. Each of Grantee and Issuer will use its best efforts to make all
filings with, and to obtain consents of, all third parties and governmental
authorities necessary to the consummation of the transactions contemplated by
this Agreement, including without limitation making application to list the
Common Shares issuable hereunder on the New York Stock Exchange upon official
notice of issuance and applying to the Federal Reserve Board under the BHCA for
approval to acquire the shares issuable hereunder, but Grantee shall not be
obligated


A-12


<PAGE>


to apply to state banking authorities for approval to acquire the Common Shares
issuable hereunder until such time, if ever, as it deems appropriate to do so.

            15. (a) Grantee in its sole discretion may, at any time during which
Issuer would be required to repurchase the Option or any Option Shares pursuant
to Section 7, surrender the Option (together with any Option Shares issued to
and then owned by the Holder) to Issuer in exchange for a cash payment equal to
the Surrender Price (as hereinafter defined); provided, however, that Grantee
may not exercise its rights pursuant to this Section 15 if Issuer has previously
repurchased the Option (or any portion thereof) or any Option Shares pursuant to
Section 7. The "Surrender Price" shall be equal to (i) $43 million, plus (ii) if
applicable, the aggregate purchase price previously paid pursuant hereto by
Grantee with respect to any Option Shares, minus (iii) if applicable, the excess
of (A) the net cash, if any, received by Grantee pursuant to the arm's-length
sale of Option Shares (or any other securities into which such Option Shares
were converted or exchanged) to any party not affiliated with Grantee, over (B)
the purchase price paid by Grantee with respect to such Option Shares.

            (b) Grantee may exercise its right to surrender the Option and any
Option Shares pursuant to this Section 15 by surrendering for such purpose to
Issuer, at its principal office, a copy of this Agreement, together with
certificates for Option Shares, if any, accompanied by a written notice stating
(i) that Grantee elects to surrender the Option and Option Shares, if any, in
accordance with the provisions of this Section 15 and (ii) the Surrender Price.
Within two business days after the surrender of the Option and the Option
Shares, if applicable, Issuer shall deliver or cause to be delivered to Grantee
the Surrender Price.

            (c) To the extent that the Issuer is prohibited under applicable law
or regulation from paying the Surrender Price to Grantee in full, Issuer shall
immediately so notify Grantee and thereafter deliver, or cause to be delivered,
from time to time, to Grantee, that portion of the Surrender Price that Issuer
is not or no longer prohibited from paying, within two business days after the
date on which Issuer is no longer so prohibited; provided, however, that if
Issuer at any time after delivery of a notice of surrender pursuant to Section
15(b) is prohibited under applicable law or regulation from paying to Grantee
the Surrender Price in full, (i) Issuer shall (A) use its best efforts to obtain
all required regulatory and legal approvals and to file any required notices as
promptly as practicable in order to make such payments, (B) within two business
days of the submission or receipt of any documents relating to any such
regulatory and legal approvals, provide Grantee with copies of the same, and (C)
keep Grantee advised of both the status of any such request for regulatory and
legal approvals and any discussions with any relevant regulatory or other third
party reasonably related to the same, and (ii) Grantee may revoke such notice of
surrender by delivery of a notice of revocation to Issuer and, upon delivery of
such notice of revocation, the Exercise Termination Event shall be extended to a
date six months from the date on which the Exercise Termination Event would have
occurred if not for the provisions of this Section 15(c) (during which period
Grantee may exercise any of its rights hereunder, including any and all rights
pursuant to this Section 15).

            (d) Grantee shall have rights substantially identical to those set
forth in paragraphs (a), (b) and (c) of this Section 15 with respect to the
Substitute Option and the Substitute Option Issuer during any period in which
the Substitute Option Issuer would be required to repurchase the Substitute
Option pursuant to Section 9.


                                      A-13


<PAGE>


            16. (a) Notwithstanding any other provision herein, in no event
shall Grantee's Total Profit (as defined in subsection (c) of this Section 16)
exceed $61 million (the "Maximum Profit"), and, if the Total Profit would
otherwise exceed such amount, Grantee, at its sole election, shall either (i)
reduce the number of shares subject to the Option (and any Substitution Option),
(ii) deliver to Issuer, or Substitute Issuer, as the case may be, for
cancellation Common Shares or Substitute Common Shares, as the case may be,
previously purchased by Grantee valued at fair market value at the time of
delivery, (iii) pay cash to Issuer, or Substitute Issuer, as the case may be,
(iv) reduce the amount of the Option Repurchase Price or Substitute Option
Repurchase Price, or (v) undertake any combination of the foregoing, so that
Grantee's actually realized Total Profit shall not exceed the Maximum Profit
after taking into account the foregoing actions.

            (b) Notwithstanding any other provision of this Agreement, the
Option may not be exercised for a number of shares as would, as of the date of
exercise, result in a Notional Total Profit (as defined in subsection (d) of
this Section 16) of more than the Maximum Profit and, if exercise of the Option
would otherwise result in the Notional Total Profit exceeding such amount,
Grantee, in its discretion, may take any of the actions specified in subsection
(a) of this Section 16 so that the Notional Total Profit shall not restrict any
subsequent exercise of the Option which at such time complies with this
sentence.

            (c) For purposes of this Agreement, the term "Total Profit" shall
mean the aggregate amount (before taxes) of the following: (i) the excess of (x)
the net cash amounts or fair market value of any property received by Grantee
pursuant to the sale of Option Shares (or any other securities into which such
Option Shares are converted or exchanged) to any unaffiliated party, other than
any amount received by Grantee upon the repurchase of Option Shares by Issuer
pursuant to Section 7 hereof, after payment of application brokerage or sales
commissions and discounts, over (y) Grantee's aggregate purchase price for such
Option Shares (or other securities), plus (ii) all amounts received by Grantee
upon the repurchase of the Option by Issuer pursuant to Section 7 hereof, plus
(iii) all equivalent amounts with respect to the Substitute Option and any
amounts paid pursuant to Section 9 hereof.

            (d) For purposes of this Agreement, the term "Notional Total Profit"
with respect to any number of shares as to which Grantee may propose to exercise
the Option shall be the Total Profit, determined as of the date of such proposed
exercise assuming that the Option were exercised on such date for such number of
shares, and assuming that such shares, together with all other Option Shares
held by Grantee and its affiliates as of such date, were sold for cash at the
closing market price for the Common Shares as of the close of business on the
preceding trading day (less customary brokerage commissions). For purposes of
this Section 16, transactions by a wholly-owned Subsidiary transferee of Grantee
in respect of the Option Shares transferred to it shall be treated as if made by
Grantee.

            17. The parties hereto acknowledge that damages would be an
inadequate remedy for a breach of this Agreement by either party hereto and that
the obligations of the parties hereto shall be enforceable by either party
hereto through injunctive or other equitable relief.


                                      A-14


<PAGE>


            18. If any term, provision, covenant or restriction contained in
this Agreement is held by a court or a federal or state regulatory agency of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions and covenants and restrictions contained in this Agreement
shall remain in full force and effect, and shall in no way be affected, impaired
or invalidated. If for any reason such court or regulatory agency determines
that the Holder is not permitted to acquire, or Issuer or Substitute Option
Issuer, as the case may be, is not permitted to repurchase pursuant to Section 7
or Section 9, as the case may be, the full number of Common Shares provided in
Section 1(a) hereof (as adjusted pursuant to Section 1(b) or 5 hereof), or
Issuer or Substitute Option Issuer is not permitted to pay the full Surrender
Price, it is the express intention of Issuer (which shall be binding on the
Substitute Option Issuer) to allow the Holder to acquire or to require Issuer or
the Substitute Option Issuer, as the case may be, to repurchase such lesser
number of shares, or to pay such portion of the Surrender Price, as may be
permissible, without any amendment or modification hereof.

            19. All notices, requests, claims, demands and other communications
hereunder shall be deemed to have been duly given when delivered in person, by
telecopy or by registered or certified mail (postage prepaid, return receipt
requested) at the respective addresses of the parties set forth in the Merger
Agreement.

            20. This Agreement shall be governed by and construed in accordance
with the laws of the State of California, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof
(except to the extent that mandatory provisions of federal law apply).

            21. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.

            22. Except as otherwise expressly provided herein, each of the
parties hereto shall bear and pay all costs and expenses incurred by it or on
its behalf in connection with the transactions contemplated hereunder, including
fees and expenses of its own financial consultants, investment bankers,
accountants and counsel.

            23. Except as otherwise expressly provided herein or in the Merger
Agreement, this Agreement contains the entire agreement between the parties with
respect to the transactions contemplated hereunder and supersedes all prior
arrangements or understandings with respect thereof, written or oral. The terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.
Nothing in this Agreement, expressed or implied, is intended to confer upon any
party, other than the parties hereto, and their respective successors except as
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided herein.

            24. Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned thereto in the Merger Agreement.


                                      A-15


<PAGE>


            IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed on its behalf by its officers thereunto duly authorized, all as of
the date first above written.

                                    IMPERIAL BANCORP


                                    By: /s/ George L. Graziadio, Jr.
                                        ---------------------------------------
                                        George L. Graziadio, Jr.
                                        Chairman, President and Chief
                                           Executive Officer



                                    COMERICA INCORPORATED


                                    By: /s/ Eugene A. Miller
                                        ---------------------------------------
                                        Eugene A. Miller
                                        Chairman, President and Chief
                                           Executive Officer




                                      A-16



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>



EXHIBIT 99.3

                COMERICA INCORPORATED TO ACQUIRE IMPERIAL BANCORP
                           IN $1.3 BILLION TRANSACTION

  Combination Enhances Comerica Strategy to Drive Double Digit Earnings Growth
                     through Targeted Middle-Market Strategy


                Creates Fourth Largest California Banking Company
                -------------------------------------------------


Detroit and Los Angeles / November 1, 2000 -- Comerica Incorporated (NYSE:CMA)
and Imperial Bancorp (NYSE: IMP) today announced that their boards of directors
have unanimously approved a definitive agreement for a tax-free, stock-for-stock
acquisition by Comerica of Imperial Bancorp, a $7.4 billion banking company
headquartered in Los Angeles, CA.

The transaction will create the fourth largest banking company in California and
the 19th largest nationally, both based on assets. The combination brings
together two companies that are highly focused on middle-market, small business,
emerging growth markets, title and escrow deposits and entertainment lending in
California and nationally. It joins Imperial's growth record with the solid
growth, financial discipline and strong credit culture of Comerica.

Shareholders of Imperial will receive approximately 21 million shares of
Comerica common stock under a 0.46 fixed exchange ratio. Upon closing, Imperial
shareholders will own approximately 12 percent of the combined company. The
current value of the transaction is approximately $1.3 billion, or 2.4 times
book value and 14.8 times First Call consensus 2001 estimated earnings, based on
Comerica's closing price of $60.31 on Tuesday, October 31, 2000. It represents a
premium of 14 percent of Imperial's closing share price yesterday.

The transaction is expected to be accounted for as a pooling of interests. It is
expected to be neutral to earnings per share in 2001, exclusive of one-time,
pre-tax, merger-related and restructuring charges estimated to be $145 million,
and approximately 5 percent accretive to earnings per share in 2002. Comerica
said its estimates of accretion do not include assumptions of either revenue
synergies or reinvested capital.


<PAGE>


The in-market combination is expected to generate cost savings by eliminating
duplicative and other administrative costs. Comerica plans to reduce expenses by
about 20 percent of Imperial's expense base over a period of two years.

"Comerica's goal is to increase and enhance shareholder value by growing
earnings at double-digit annual rates. Our strategy is to build on our
leadership position in middle-market business lending, our longstanding
commitment to financial discipline and our strong credit quality culture," said
Eugene A. Miller, Comerica chairman, president and chief executive officer.
"Imperial represents a superb strategic fit and will accelerate and sustain this
strategy. Its strong base of relationships in key middle-market sectors of the
California economy, and its demonstrated capacity to generate 20 percent-plus
compound annual growth in loans, deposits and earnings per share over the past
five years will help fuel our growth strategies in California and nationally,"
he added.

"With this combination, we extend our geographic footprint in the highly
attractive Southern California economy and solidify our national leadership
position in several key growth businesses. Comerica takes a disciplined view of
acquisitions - - and this transaction represents the right mix of strategic
growth drivers, sound financial metrics, and just plain good chemistry," Mr.
Miller said.

The transaction will make Comerica California's volume leader in Small Business
Administration (SBA) lending and entertainment industry lending, while ranking
number two in lending to emerging growth markets. The bank will further enhance
its California deposit market share through Imperial's deposit-rich emerging
growth, title and escrow, and middle-market banking businesses.

"Our affiliation with Comerica presents significant benefits for Imperial
Bancorp's shareholders, and Imperial Bank's customers and employees," said
George L. Graziadio, Jr., chairman, president and chief executive officer of
Imperial Bancorp and chairman and co-founder of Imperial Bank. "We were
attracted to Comerica because of its proven leadership and experience in
business lending as well as its intense commitment to superior relationship
banking. The combination of our two organizations will provide significantly
expanded products and services for our customers."


"Joining forces with Comerica is the right step for Imperial Bank, its customers
and employees. Comerica stands for quality service and financial discipline, and
we look forward to introducing the Comerica brand to our customers," said Norman
P. Creighton, Imperial Bank vice chairman and chief executive officer.
"Together, we


<PAGE>


can build a highly competitive and market-leading franchise in California.
Comerica's middle-market business focus is our business focus.

"Finally, the combination of our forces with Comerica will, over time, generate
added opportunities for many employees as they become part of a larger
organization," he added.

"We saw a great fit with Imperial for several reasons, not the least of which is
their commitment to delivering high quality customer service," said J. Michael
Fulton, president and chief executive officer of Comerica Bank - California. "In
addition, their strong focus on relationship business banking is highly
consistent with our approach."

"We believe we are in an excellent position to achieve the goals of this
transaction," said Comerica's Miller. "We have a realistic, two-year phase-in of
cost savings and conversion to common operating platforms, as well as
complementary geographies. In addition to our past successful experience of
integrating larger bank transactions, we have successfully acquired and
integrated five banks in the California market since 1991. We know this market
well - and expect to complete this acquisition seamlessly."

Comerica's cash dividend is currently $1.60 on an annualized basis; Imperial
does not pay a cash dividend.

The boards of both companies have rescinded their share repurchase programs to
the extent required to account for the merger as a pooling of interests.

Imperial Chairman Graziadio will become chairman of the board of Comerica
Bank-California; Comerica Bank-California President and Chief Executive Officer
Fulton will remain president and chief executive officer; and Imperial Bank's
Vice Chairman Creighton will become vice chairman of Comerica Bank-California.

In addition, Graziadio, Imperial's chairman, and Creighton, Imperial Bank's vice
chairman, will join the Comerica Bank-California board of directors.

Comerica's CRA rating is outstanding and Imperial's is satisfactory. Both
ratings are evidence of the commitment of each organization to improving the
communities they serve.

Comerica and Imperial will continue to work closely with local community groups,
civic organizations, individual community members, business owners and others to


<PAGE>


continue to define the credit needs of local communities served and to design
products and services to help meet those needs.

The agreement is subject to approval by the shareholders of Imperial and
customary regulatory approvals. The transaction is expected to close in the
first quarter of 2001. In conjunction with the transaction, Imperial granted to
Comerica a customary option to purchase up to 19.9 percent of Imperial stock.

Comerica was advised by the law firm of Wachtell, Lipton, Rosen & Katz. Credit
Suisse First Boston acted as financial advisor and provided a fairness opinion
to Imperial, which was advised by the law firm of Sullivan & Cromwell.

Imperial Bancorp, a diversified financial organization, was founded in 1968.
Imperial Bank, the Company's principal subsidiary, organized in 1963, offers a
wide range of financial services tailored to corporate customers, entrepreneurs
and professionals. The bank's business strategy focuses on delivering customized
financial products and services to manufacturing, distribution, wholesale,
service, import/export, title and escrow, and apparel and textile businesses, in
addition to some of the fastest growing industries such as emerging technology,
entertainment, residential construction and SBA lending. Imperial Bank operates
15 regional banking offices: 12 located throughout California; in Phoenix,
Arizona; Denver, Colorado; and Kirkland, Washington; in addition to emerging
growth loan offices in Irvine, Los Angeles, Palo Alto, San Diego, and San
Francisco, California; Phoenix, Arizona; Denver, Colorado; Boston,
Massachusetts; New York, New York; Durham, North Carolina; Portland, Oregon;
Austin and Dallas, Texas; Reston, Virginia; and Kirkland, Washington. Other
Imperial Bancorp and Bank enterprises include: Imperial Securities Corp.;
Imperial Creditcorp; Pacific Bancard Association Inc.; Imperial Ventures Inc.;
Imperial Bank Realty Co. Inc.; and Imperial International Bank. Imperial Bank
also holds 12 million shares of the common stock (approximately 56 percent of
the total shares outstanding) of Official Payments Corporation (Nasdaq: OPAY).
Imperial can be found on the Web at www.imperialbank.com.
                                    --------------------

Imperial is expected to begin operating under the Comerica brand name in the
first quarter, 2001.

Comerica Bank-California is a $5.3 billion asset bank headquartered in San Jose,
with offices in the Bay Area (San Jose to San Francisco), Santa Cruz Coastal,
Los Angeles (Los Angeles and Orange Counties) and San Diego.


<PAGE>


Comerica Bank-California is a subsidiary of Comerica Incorporated, a diversified
financial services provider headquartered in Detroit with banking subsidiaries
in Michigan, Texas and California; banking operations in Florida; the investment
services affiliate Munder Capital Management; and businesses in several other
states. Comerica also operates subsidiaries in Canada and Mexico. Comerica
Incorporated reported total assets of $41 billion at September 30, 2000.

MATTERS DISCUSSED IN THIS RELEASE CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS
THAT ARE BASED ON THE BELIEFS OF COMERICA'S AND IMPERIAL'S MANAGEMENT AS WELL AS
ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO COMERICA'S AND
IMPERIAL'S MANAGEMENT, AS OF THE DATE OF THIS RELEASE, WITH RESPECT TO FUTURE
EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES, SUCH AS CHANGES IN COMERICA'S
AND IMPERIAL'S PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS RELATING TO THE
MERGER, INTEGRATION AND GENERAL BUSINESS PLANS, AND DO NOT PURPORT TO SPEAK AS
OF ANY OTHER DATE. SHOULD ONE OR MORE OF THESE RISKS MATERIALIZE OR SHOULD
UNDERLYING ASSUMPTIONS PROVE INCORRECT, THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS RELEASE. FACTORS THAT COULD CAUSE
OR CONTRIBUTE TO SUCH DIFFERENCES ARE CHANGES IN INTEREST RATES, CHANGES IN THE
INDUSTRIES WHERE COMERICA AND IMPERIAL HAVE A CONCENTRATION OF LOANS, CHANGES IN
THE LEVEL OF FEE REVENUES, THE IMPACT OF INTERNET BANKING, THE ENTRY OF NEW
COMPETITORS INTO THE BANKING INDUSTRY AS A RESULT OF THE ENACTMENT OF THE
GRAMM-LEACH-BLILEY ACT OF 1999, CHANGES IN GENERAL ECONOMIC CONDITIONS, AND
RELATED CREDIT CONDITIONS, CONTINUING CONSOLIDATIONS IN THE BANKING INDUSTRY,
AND OTHER FACTORS DISCUSSED IN COMERICA AND IMPERIAL'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF
THE DATE THEY ARE MADE. COMERICA DOES NOT UNDERTAKE TO UPDATE FORWARD-LOOKING
STATEMENTS TO REFLECT CIRCUMSTANCES OR EVENTS THAT OCCUR AFTER THE DATE THE
FORWARD-LOOKING STATEMENTS ARE MADE.

NOTE TO EDITORS:
COMERICA AND IMPERIAL HAVE SCHEDULED A CONFERENCE CALL TO DISCUSS THE
TRANSACTION AT 9:30 AM (EST) ON WEDNESDAY, NOVEMBER 1, 2000. ALL INTERESTED
PARTIES ARE INVITED TO LISTEN TO THIS CALL. TO LISTEN TO THE CALL FROM THE US,
PLEASE DIAL 1-888-667-9209 AND ASK TO BE CONNECTED TO THE COMERICA / IMPERIAL
TELECONFERENCE CALL. INTERNATIONAL CALLERS PLEASE DIAL 1-706-645-9134. THIS
CONFERENCE CALL WILL ALSO BE WEBCAST LIVE ON THE INTERNET. A LINK TO A LIVE
BROADCAST OF THE CALL ON THE INTERNET CAN BE FOUND AT WWW.COMERICA.COM.
                                                      ----------------

IF YOU ARE UNABLE TO PARTICIPATE, A REBROADCAST OF THE CALL WILL BE AVAILABLE
BEGINNING APPROXIMATELY 1:00 PM (EST) ON WEDNESDAY, NOVEMBER 1, 2000 THROUGH
WEDNESDAY, NOVEMBER 8. TO ACCESS THE REBROADCAST DOMESTICALLY, PLEASE DIAL
800-


<PAGE>


642-1687, RESERVATION # 207066. INTERNATIONAL CALLERS PLEASE DIAL
706-645-9291. TO ACCESS A REBROADCAST OF THE WEBCAST PLEASE VISIT
WWW.COMERICA.COM.
- ----------------

MEDIA CONTACTS:                                 INVESTOR CONTACTS:
Comerica Incorporated - MI                      Comerica Incorporated - MI
- --------------------------                      --------------------------
Wayne Mielke                                    Judith S. Love
313-222-4732                                    313-222-2840

Comerica Bank - California                      Imperial Bancorp -- CA
- --------------------------                      ----------------------
Keith Turner                                    Ellen Becht
408-556-5111                                    310-338-6161

Imperial Bancorp -- CA
- ----------------------
Robert Galea
310-338-6111

Abernathy MacGregor Group - NY
- ------------------------------
Steve Bruce / Mary Beth Kissane
212-371-5999


<PAGE>


Comerica / Imperial
                                   At-A-Glance

9/30/00 figures (all dollar figures in billions, except per share prices, and
where noted.) Financial ratios reflect third-quarter figures.

                                           Comerica    Imperial    Pro Forma
                                           --------    --------    ---------

Total Assets                               $41         $7          $48
Total Deposits                             $26         $7          $33
Total Deposits in CA                       $5          $5          $10
Total Loans                                $35         $4          $39
Net Income* (millions)                     $740        $84         $824
Nonperforming Assets/Assets                0.59%       0.90%       0.64%
Reserves/Nonperforming Loans               222%        136%        203%
ROA                                        1.89%       1.41%       1.83%
ROCE                                       21.3%       18.2%       20.9%
Net Interest Margin                        4.42        5.93        4.64
Efficiency Ratio                           48.6        57.4        50.1
Fee Income Ratio                           32.7        30.6        32.4
Closing Stock Price Per Share (10/31/00)   $60.31      $24.31
Total Banking Locations in CA              31          12          43
Total Banking Locations in U. S.           341         15          356

* YTD annualized
                         Comerica / Imperial Deal Terms

Fixed Exchange Ratio                       0.46 Comerica share for each
                                           Imperial share outstanding

Price                                      $27.74 per share based on
                                           Comerica closing price of
                                           $60.31 on 10/31/00

Multiple to 2000E                          15.8X

Multiple to Book Value                     2.40X

Market Premium                             14%


<PAGE>


                           Leveraging Common Strengths

Commercial & Industrial Lending            -- #4 in California

SBA Lending                                -- #1 in California / Top 5
                                                                 Nationally

Specialty Deposits (title / escrow)        -- #1 in California / Top 5
                                                                 Nationally

Entertainment Lending                      -- #1 in California / Top 5
                                                                 Nationally

Emerging Growth Lending                    -- #2 in California / #2 Nationally

SOURCE Comerica Incorporated and Imperial Bancorp


CONTACT: Media - Wayne Mielke of Comerica Incorporated - MI, 313-222-4732, or
Keith Turner of Comerica Bank - California, 408-556-5111; or Robert Galea of
Imperial Bancorp -- CA, 310-338-6111; Steve Bruce, or Mary Beth Kissane of
Abernathy MacGregor Group - NY, 212-371-5999; or Investor - Judith S. Love of
Comerica Incorporated - MI, 313-222-2840; or Ellen Becht of Imperial Bancorp --
CA, 310-338-6161/ http://www.comerica.com


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>PRESENTATION MATERIALS
<TEXT>



EXHIBIT 99.4

[Comerica Logo]                                                  [Imperial Logo]

                             A Superb Strategic Fit:
                                 The Preeminent
                                 Business Bank

                                 [Comerica Logo]
                                November 1, 2000

                                                                               1


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

This  presentation and the oral statements  relating to this  presentation  (the
"Presentation") contain certain forward looking statements that are based on the
beliefs of Comerica's and Imperial's  management as well as assumptions  made by
and  information  currently  available to Comerica's and Imperial's  management.
Such statements reflect the view of Comerica's and Imperial's management,  as of
the date of preparation of this Presentation,  with respect to future events and
are  subject  to risks and  uncertainties,  such as changes  in  Comerica's  and
Imperial's plans, objectives,  expectations and intentions and do not purport to
speak as of any other  date.  Should  one or more of these risk  materialize  or
should  underlying  assumptions  prove  incorrect,  the company's actual results
could differ materially from those discussed in this Presentation.  Factors that
could cause or contribute  to such  differences  are changes in interest  rates,
changes in the industries  where Comerica and Imperial have a  concentration  of
loans, changes in the level of fee revenues, the impact of Internet banking, the
entry of new competitors  into the banking industry as a result of the enactment
of  the  Gramm-Leach-Billey   Act  on  1999,  economic  conditions,   continuing
consolidations  in  the  banking  industry,   and  other  factors  discussed  in
Comerica's and Imperial's  filings with the Securities and Exchange  Commission.
Forward-looking statements speak only as of the date they are made. Comerica and
Imperial  do not  undertake  to update  forward-looking  statements  to  reflect
circumstances or events that occur after the date the forward-looking statements
are made.

                                                                               2


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                             A Superb Strategic Fit:
                                 The Preeminent
                                 Business Bank

                                 [Comerica Logo]
                                November 1, 2000

                                                                               3


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                             A SUPERB STRATEGIC FIT

o Leverage complementary strengths in corporate banking
o Expand presence in high growth California market
o Gain leadership position in Emerging Growth business niche
o Low risk execution
o Financially attractive to shareholders

                          THE PREEMINENT BUSINESS BANK

                                                                               4


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                                IMPERIAL BANCORP

o       6th largest commercial bank in California
o       $7.4 billion of assets
o       Small and mid sized business focus
o       Developed niche markets
        -       Emerging growth
        -       Entertainment
        -       Residential tract lending
        -       Title / Escrow
        -       SBA
o       Exceptional core funded position

                                                                               5


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                                IMPERIAL BANCORP
Loans
- -----
1996 = $2.0  billion
1997 = $2.7 billion
1998 = $3.4  billion
1999 = $3.5 billion
        ---

====
CAGR = 21.9%
====

9/30/99 = $3.6 billion
           ---
9/30/00 = $4.2 billion

Deposits
- --------

1996 = $3.0 billion
1997 = $4.2 billion
1998 = $5.6 billion
1999 = $5.9 billion

====
CAGR = 22.9%
====

9/30/99 = $5.7 billion
9/30/00 = $6.5 billion

                                                                               6


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                                IMPERIAL BANCORP

Net Income Growth
- -----------------

1995 = $15.0 million
1996 = $29.7 million
1997 = $41.3 million
1998 = $57.1 million
1999 = $62.2 million

====
CAGR = 44%
====

9/30/99 = $48.9 million
9/30/00 = $63.0 million

Normal and Income from Continuing Operation (Source:  Imperial Annual Report)

                                                                               7


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                       LEVERAGING COMPLEMENTARY STRENGTHS

o  Commercial & Industrial Lending
   -  #4 in California
o  SBA Lending
   -  #1 in California, Top 5 Nationally
o  Specialty Deposits (title/escrow)
   -  #1 in California, Top 5 Nationally
o  Entertainment Lending
   -  #1 in California, Top 5 Nationally
o  Emerging Growth Lending
   -  #2 in California and Nationally

                                                                               8


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                           STRONG CREDIT QUALITY FOCUS

o   Focus on granularity
    -  Average loan size:
       CMA $5MM
       IMP $3.5MM

o   Extensive credit training
o   Integration of lending and credit
o   Proactive credit administration process
    -  Constant vigilance, early resolution
o   Strong combined credit ratios relative to peers
    -  1.57% Reserve ratio
    -  33 bps of NCOs
    -  78 bps of NPAs

                                                                               9


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                 LEADERSHIP POSITION IN EMERGING GROWTH BUSINESS

o Emerging Growth companies provide  significant  opportunities
     -  Tap tremendous liquidity of venture  backed  companies
     -  Participate  in  value  creation  of  New  Economy   through   warrant
        positions.
     -  Cross-sell opportunity for Investment Management/Private Banking
     -  Create significant growth engine

                                                                              10


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                               HIGH GROWTH MARKETS

                             [Map of United States]

                                                                              11


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                          PREMIER CALIFORNIA FRANCHISE

                               [Map of California]

California Economics
- --------------------

o   3 of the top 10 US cities for employment and income growth
o   Employment growth 50% higher than national rate
o   #1 state for New Economy growth

                                                                              12


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                               LOW RISK EXECUTION

o  No Revenue Synergy Assumptions
o  Conservative Cost Savings Assumptions
o  Realistic Integration Timetable
o  Extensive Due Diligence
   -  80% of loan portfolio reviewed
   -  Team approach / Lenders & Credit
o  Common Operating Platforms
o  Small Relative Size
o  6th Bank Acquisition in the California Market since 1991

                                                                              13


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

               WELL-POSITIONED FOR SUPERIOR FINANCIAL PERFORMANCE

                          Comerica      Imperial      Combined
- --------------------------------------------------------------------------------
Assets                       $41B          $ 7B          $48B

Loans                        $35B          $ 4B          $39B

Deposits                     $26B          $ 7B          $33B

Net Income (1)               $740MM        $84MM         $824MM
- --------------------------------------------------------------------------------
As of 09/30/00 PERIOD END
(1) YTD Annualized

                                                                              14


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                           COMBINED PERFORMANCE RATIOS

                      Comerica            Imperial             Combined
- --------------------------------------------------------------------------------
ROCE                     21.3%               18.2%                20.9%

ROA                      1.89                1.41                 1.83

Net Interest Margin      4.42                5.93                 4.64

Fee Income Ratio         32.7                30.6                 32.4

Efficiency Ratio         48.6                57.4                 50.1
- --------------------------------------------------------------------------------
For the Quarter Ended September 30, 2000

                                                                              15


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                                TRANSACTION TERMS

Structure:               Pooling-of-Interests
                         Tax-free exchange

Fixed Exchange Ratio:    0.46 Comerica share for each Imperial share outstanding

Price:                   $27.74 per share based on Comerica's close on 10/31/00
                         of $60.31

Transaction Value:       $1.3 Billion

Option:                  Option agreement for 19.9% of Imperial in place

Dividend:                $1.60 annual / per share

Anticipated Closing:     1Q2001

Anticipated Integration: Full integration by 1Q2002

                                                                              16


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                                TRANSACTION TERMS

Cost Savings:     Approximately $60MM, or 20% of Imperial's
                  expense base, phased in 50% in 2001, 100% in 2002

Ownership Split:  Comerica  88%,  Imperial  12%

Management:       George L. Graziadio, Jr.
                         - Chairman, Comerica Bank CA
                  J. Michael Fulton
                         - President & CEO, Comerica Bank CA
                  Norman P. Creighton
                         - Vice Chairman, Comerica Bank CA

                                                                              17


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

Transaction  multiples at $60.31 per share  compare  favorably to those found in
similar transactions:

Comparable

                                  Transaction           Transaction
                                  Multiples(1)        Multiples(1)(2)
- --------------------------------------------------------------------------------
Price as a multiple to:
    2000E EPS                        15.8X                 20.2X
    Book Value                       2.40%                  241%
    Tangible Book Value              2.41%                  246%
    Market Premium                     14%                  24%



- --------------------------------------------------------------------------------
(1) Based on Comerica's closing price of $60.31 as of October 31, 2000.
(2) California transactions since 1999.
NOTE:  EPS estimates based on First Call

                                                                              18


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                  EXPECTED COST SAVINGS (50% IN Y1, 100% IN Y2)

                                                        Cost
                                                       Savings
- --------------------------------------------------------------------------------
Major Business Lines                                   $ 4MM
Systems & Operations                                   $36MM
G&A / Other                                            $20MM
     Total Pre-Tax                                     $60MM
- --------------------------------------------------------------------------------

                                                                              19


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                        ESTIMATED MERGER RELATED CHARGES

                                                                      Total
- --------------------------------------------------------------------------------
Employee Related                                                       $50
Conforming Policies and Balance Sheet                                   46
Restructuring

Facilities and Operations                                               20

Other                                                                   29
                                                                --      --

Total Pre-Tax Merger Related Charges                                   145

Total After-Tax Merger Related Charges                                $105
- --------------------------------------------------------------------------------

                                                                              20


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                     ACCRETION SUMMARY - 0.46 EXCHANGE RATIO
- --------------------------------------------------------------------------------
                                                  2001            2002
Comerica Projected EPS(1)                        $5.08           $5.59
Projected Accretion                                 0%              5%
Cost Savings (2)                                   10%             20%
EPS after Cost Savings                           $5.08           $5.84
EPS Growth                                         10%             15%


(1) EPS projections based on First Call estimates in 2001 and 2002.
(2) Cost savings equal to 20% of  Imperial's  expense base and are phased in 50%
in  2001,  100% in  2002.  Cost  savings  are  also  net of  cost  of  financing
restructuring charge.

                                                                              21


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                             A Superb Strategic Fit:
                                 The Preeminent
                                 Business Bank

                                 [Comerica Logo]
                                November 1, 2000

                                                                              22


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                                     SUMMARY

o   Strategically Compelling
    -   Creates skill and scale
    -   Leverages complementary strengths in business banking
    -   Expands presence in high-growth California market
    -   Gain leadership position in emerging growth business nationally
o   Low execution risk / highly achievable
o   Financially Attractive to Shareholders of both Companies
    -   Accretive in year two
    -   Superior financial performance
    -   Conservative assumptions

                                                                              23


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                                    APPENDIX
- --------------------------------------------------------------------------------

                                                                              24


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                          COMPARATIVE PERFORMANCE DATA

$ in Millions

                                 Comerica          Imperial          Combined
- --------------------------------------------------------------------------------
Net Interest Income, FTE            $416               $90             506
Provision                             24                19              43
Non-Interest Income                  202                40             242
Non-Interest Expense                 302                74             376
Net Income                           192                23             215
Return on Assets                    1.89%             1.41%           1.83%
Return on Common Equity              21.3              18.2            20.9
Net Interest Margin                 4.42              5.93             4.64
Efficiency Ratio                     48.6              57.4            50.1
Fee Income/Total Revenue             32.7              30.6            32.4
- --------------------------------------------------------------------------------

For the Quarter ended September 30, 2000

                                                                              25


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                           LOAN PORTFOLIO COMPOSITION

Comerica
- --------

Consumer = 4.1%
Residential Mtg. = 2.5%
Middle Market = 64.1%
Large Corp. = 16.1%
International = 7.5%
Private Banking = 3.1%
Small Business = 2.6%

Imperial
- --------

Consumer = 1.0% Small
Business = 2.0% Large
Corporate = 9.0%
Middle  Market = 88.0%



09/30/00 YTD Average Loans

                                                                              26


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                       COMBINED LOAN PORTFOLIO COMPOSITION

Residential Mtg. = 2.2%
Consumer = 3.7%
Small Business = 2.6%
Private Banking = 2.7%
International = 6.7%
Large Corporate = 15.3%
Middle Market = 66.8%

Commercial 94%
Consumer 6%



09/30/00 YTD Average Loans

                                                                              27


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                                               LOAN COMPOSITION

$ in billions
                           Comerica               Imperial             Combined
                      ------------------- -------------------- -----------------
                      Amount      %        Amount      %        Amount     %
- --------------------------------------------------------------------------------
Commercial             $25.37      73%      $3.80       85%      $29.17     74%
Commercial RE            7.18       21        .65        14        7.83      20
Consumer                 1.40       4         .04        1         1.44      4
Residential Mortgage      .83       2         .00        0          .83      2
                       ------               -----                ------
   Total               $34.78      100%     $4.49       100%     $39.27     100%
Loan Portfolio Yield       9%                   9%                   9%
- --------------------------------------------------------------------------------

Quarterly Averages as of September 30, 2000

                                                                              28


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                               DEPOSIT COMPOSITION

Comerica

Savings = 5.4%
Foreign = 2.2%
Money Mkt/NOW = 31.1%
CD's = 35.5%
Non-Interest Bearing = 25.8%

Imperial

Savings = 0.5%
Non-Int Bearing = 48.1%
CD's = 30.2%
Money Market/NOW = 21.2%



As of 09/30/00

                                                                              29


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                          COMBINED DEPOSIT COMPOSITION

Foreign = 1.8%
Savings = 4.5%
CDs = 34.5%
Non-Interest Bearing = 29.9%
Money Market/NOW = 29.3%



As of 09/30/00

                                                                              30


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                               DEPOSIT COMPOSITION

$ in millions
                            Comerica              Imperial             Combined
                        -------------------- ----------------- -----------------
                                  % of                 % of              % of
                        Balance   Total      Balance   Total   Balance   Total
- --------------------------------------------------------------------------------
Non-interest bearing     $6.5       26%      $2.7       48%      $9.2      30%
Interest Bearing:
Money Market / NOW       7.8        31%      1.2        21%      9.0       29%
Savings                  1.4         6       0.0         0       1.4        5
Time                     9.5         37      1.7         31      11.2       36
                         ---                 ---                 ----
Total interest bearing   $18.7      74%      $2.9       52%      $21.6     70%
Total Deposits           $25.2               $5.6                $30.8
                         =====               ====                =====
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Quarterly Averages as of September 30, 2000

                                                                              31


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                                 CREDIT QUALITY

$ in millions
                          Comerica           Imperial           Combined
- --------------------------------------------------------------------------------
Total Loans                $35,035             $4,142            $39,177
Non-performing Loans           236                 66                302
Non-performing Assets          241                 67                307
Loan Loss Reserve              524                 90                614
NPLs/Loans                   0.67%              1.60%               .77%
NPAs/Assets                  0.59%              0.90%              0.64%
NCOs/Avg. Loans              0.24%              1.12%              0.33%
Reserves/Loans               1.49%              2.18%              1.57%
Reserves/NPLs                 222%               136%               203%
Reserves/NPAs                 218%               135%               200%
- --------------------------------------------------------------------------------
Quarter Ended September 30, 2000 (P/E)

                                                                              32


<PAGE>


[Comerica Logo]                                                  [Imperial Logo]

                             A Superb Strategic Fit:
                                 The Preeminent
                                 Business Bank

                                 [Comerica Logo]
                                November 1, 2000

                                                                              33




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
