Exhibit 10.01

CREDIT AGREEMENT,

dated as of July 1, 1994

between

FOURTH FINANCIAL CORPORATION,

as the Borrower,

and

CONTINENTAL BANK,

as the Lender.

TABLE OF CONTENTS
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Page
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ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS 1

1.1. Defined Terms . . . . . . . . . . . . . . . . 1
1.2. Use of Defined Terms. . . . . . . . . . . . . 12
1.3. Cross-References. . . . . . . . . . . . . . . 12
1.4. Accounting and Financial Determinations . . . 13

ARTICLE II

COMMITMENT, BORROWING PROCEDURES AND NOTE 13
2.1. Commitment. . . . . . . . . . . . . . . . . . 13
2.1.1. Commitment of the Lender. . . . . . . . . . . 13
2.1.2. Lender Not Permitted or Required To Make
Loans . . . . . . . . . . . . . . . . . . . . 13
2.1.3. Commitment Termination. . . . . . . . . . . . 13
2.2. Reduction of Commitment Amount. . . . . . . . 13
2.3. Borrowing Procedure . . . . . . . . . . . . . 14
2.4. Conversion Elections. . . . . . . . . . . . . 14
2.5. Funding . . . . . . . . . . . . . . . . . . . 14
2.6. Note. . . . . . . . . . . . . . . . . . . . . 14

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES 15

3.1. Repayments and Prepayments. . . . . . . . . . 15
3.2. Interest Provisions . . . . . . . . . . . . . 16
3.2.1. Rates . . . . . . . . . . . . . . . . . . . . 16
3.2.2. Post-Maturity Rates . . . . . . . . . . . . . 16
3.2.3. Payment Dates . . . . . . . . . . . . . . . . 16
3.3. Fees. . . . . . . . . . . . . . . . . . . . . 17
3.3.1. Non-use Fee . . . . . . . . . . . . . . . . . 17
3.3.2. Facility Fee. . . . . . . . . . . . . . . . . 17

ARTICLE IV

CERTAIN LIBOR RATE AND OTHER PROVISIONS 17

4.1. LIBOR Rate Lending Unlawful . . . . . . . . . 17
4.2. Deposits Unavailable. . . . . . . . . . . . . 17
4.3. Increased LIBOR Loan Costs, etc . . . . . . . 18
4.4. Funding Losses. . . . . . . . . . . . . . . . 19
4.5. Increased Capital Costs . . . . . . . . . . . 19
4.6. Taxes . . . . . . . . . . . . . . . . . . . . 20
4.7. Payments, Computations, etc . . . . . . . . . 20
4.8. Setoff. . . . . . . . . . . . . . . . . . . . 21
4.9. Use of Proceeds . . . . . . . . . . . . . . . 21

ARTICLE V

CONDITIONS TO BORROWING 21

5.1. Initial Borrowing . . . . . . . . . . . . . . 21
5.1.1. Resolutions, etc. . . . . . . . . . . . . . . 21
5.1.2. Delivery of the Note. . . . . . . . . . . . . 22
5.1.3. Opinion of Counsel. . . . . . . . . . . . . . 22
5.1.4. Closing Fees, Expenses, etc . . . . . . . . . 22
5.2. All Borrowings. . . . . . . . . . . . . . . . 22
5.2.1. Compliance with Warranties, No Default,
etc . . . . . . . . . . . . . . . . . . . . . 22
5.2.2. Borrowing Request . . . . . . . . . . . . . . 23
5.2.3. Satisfactory Legal Form . . . . . . . . . . . 23

ARTICLE VI

REPRESENTATIONS AND WARRANTIES 23

6.1. Organization, etc . . . . . . . . . . . . . . 23
6.2. Due Authorization, Non-Contravention,
etc . . . . . . . . . . . . . . . . . . . . . 24
6.3. Government Approval, Regulation, etc. . . . . 24
6.4. Validity, etc . . . . . . . . . . . . . . . . 24
6.5. Financial Information . . . . . . . . . . . . 24
6.6. No Material Adverse Change. . . . . . . . . . 24
6.7. Litigation, Labor Controversies, etc. . . . . 25
6.8. Subsidiaries. . . . . . . . . . . . . . . . . 25
6.9. Ownership of Properties . . . . . . . . . . . 25
6.10. Taxes . . . . . . . . . . . . . . . . . . . . 25
6.11. Pension and Welfare Plans . . . . . . . . . . 25
6.12. Environmental Warranty. . . . . . . . . . . . 26
6.13. Regulations G, U and X. . . . . . . . . . . . 26
6.14. Accuracy of Information . . . . . . . . . . . 26

ARTICLE VII

COVENANTS 26

7.1. Affirmative Covenants . . . . . . . . . . . . 26
7.1.1. Financial Information, Reports, Notices,
etc . . . . . . . . . . . . . . . . . . . . . 26
7.1.2. Compliance with Laws, etc . . . . . . . . . . 28
7.1.3. Maintenance of Properties . . . . . . . . . . 29
7.1.4. Insurance . . . . . . . . . . . . . . . . . . 29
7.1.5. Books and Records . . . . . . . . . . . . . . 29
7.1.6. Environmental Covenant. . . . . . . . . . . . 29
7.2. Negative Covenants. . . . . . . . . . . . . . 30
7.2.1. Business Activities . . . . . . . . . . . . . 30
7.2.2. Liens . . . . . . . . . . . . . . . . . . . . 30
7.2.3. Financial Condition . . . . . . . . . . . . . 31
7.2.4. Take or Pay Contracts . . . . . . . . . . . . 31
7.2.5. Consolidation, Merger, etc. . . . . . . . . . 32
7.2.6. Asset Dispositions, etc . . . . . . . . . . . 32
7.2.7. Transactions with Affiliates. . . . . . . . . 32
7.2.8. Negative Pledges, Restrictive Agreements,
etc . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE VIII

EVENTS OF DEFAULT 33

8.1. Listing of Events of Default. . . . . . . . . 33
8.1.1. Non-Payment of Obligations. . . . . . . . . . 33
8.1.2. Breach of Warranty. . . . . . . . . . . . . . 33
8.1.3. Non-Performance of Other Covenants and
Obligations . . . . . . . . . . . . . . . . . 33
8.1.4. Default on Other Indebtedness . . . . . . . . 33
8.1.5. Judgments . . . . . . . . . . . . . . . . . . 34
8.1.6. Pension Plans . . . . . . . . . . . . . . . . 34
8.1.7. Control of the Borrower . . . . . . . . . . . 34
8.1.8. Bankruptcy, Insolvency, etc . . . . . . . . . 34
8.1.9. Material Adverse Effect . . . . . . . . . . . 35
8.2. Action if Bankruptcy. . . . . . . . . . . . . 35
8.3. Action if Other Event of Default. . . . . . . 35

ARTICLE IX

MISCELLANEOUS PROVISIONS 36

9.1. Waivers, Amendments, etc. . . . . . . . . . . 36
9.2. Notices . . . . . . . . . . . . . . . . . . . 36
9.3. Payment of Costs and Expenses . . . . . . . . 36
9.4. Indemnification . . . . . . . . . . . . . . . 37
9.5. Survival. . . . . . . . . . . . . . . . . . . 38
9.6. Severability. . . . . . . . . . . . . . . . . 38
9.7. Headings. . . . . . . . . . . . . . . . . . . 38
9.8. Execution in Counterparts, Effectiveness,
etc . . . . . . . . . . . . . . . . . . . . . 38
9.9. Governing Law; Entire Agreement . . . . . . . 38
9.10. Successors and Assigns. . . . . . . . . . . . 39
9.11. Participations. . . . . . . . . . . . . . . . 39
9.12. Other Transactions. . . . . . . . . . . . . . 39
9.13. Consent to Jurisdiction . . . . . . . . . . . 39
9.14. Waiver of Jury Trial. . . . . . . . . . . . . 40

SCHEDULE I - Disclosure Schedule

EXHIBIT A - Form of Note
EXHIBIT B - Form of Borrowing Request
EXHIBIT C - Form of Conversion Notice
EXHIBIT D - Form of Opinion of Counsel to the Borrower
EXHIBIT E - Form of Compliance Certificate

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of July 1, 1994, among
FOURTH FINANCIAL CORPORATION, a Kansas corporation (the
"Borrower"), and CONTINENTAL BANK, an Illinois banking
corporation (the "Lender").

W I T N E S S E T H:

WHEREAS, the Borrower desires to obtain a Commitment from
the Lender pursuant to which Loans, in a maximum aggregate
principal amount at any one time outstanding not to exceed the
Commitment Amount, will be made to the Borrower from time to time
prior to the Commitment Termination Date; and

WHEREAS, the Lender is willing, on the terms and subject to
the conditions hereinafter set forth (including Article V), to
extend such Commitment and make such Loans to the Borrower; and

WHEREAS, the proceeds of such Loans will be used for general
corporate purposes, including acquisitions by the Borrower (other
than those of a hostile nature), and the repayment of the
Lender's loan to the Borrower pursuant to the promissory note
dated as of May 25, 1994;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1. Defined Terms. The following terms
(whether or not underscored) when used in this Agreement,
including its preamble and recitals, shall, except where the
context otherwise requires, have the following meanings (such
meanings to be equally applicable to the singular and plural
forms thereof):

"Affiliate" of any Person means any other Person which,
directly or indirectly, controls, is controlled by or is under
common control with such Person (excluding any trustee under, or
any committee with responsibility for administering, any Plan).
A Person shall be deemed to be "controlled by" any other Person
if such other Person possesses, directly or indirectly, power

(a) to vote 10% or more of the securities (on a fully
diluted basis) having ordinary voting power for the election
of directors or managing general partners; or

(b) to direct or cause the direction of the management
and policies of such Person whether by contract or
otherwise.

"Agreement" means, on any date, this Credit Agreement as
originally in effect on the Effective Date and as thereafter from
time to time amended, supplemented, amended and restated, or
otherwise modified and in effect on such date.

"Alternate Reference Rate" means, on any date and with
respect to all Reference Rate Loans, a fluctuating rate of
interest per annum equal to the higher of

(a) the rate of interest most recently announced by
Continental at Chicago, Illinois as its reference rate; and

(b) the Federal Funds Rate plus 1/2 of 1%.

The Alternate Reference Rate is not necessarily intended to be
the lowest rate of interest determined by the Continental in
connection with extensions of credit. Changes in the rate of
interest on that portion of any Loans maintained as Reference
Rate Loans will take effect simultaneously with each change in
the Alternate Reference Rate. The Lender will give notice
promptly to the Borrower of changes in the Alternate Reference
Rate.

"Assignee Lender" is defined in Section 10.11.1.

"Authorized Officer" means, relative to the Borrower, those
of its officers whose signatures and incumbency shall have been
certified to the Lender pursuant to Section 5.1.1.

"Bank Subsidiaries" mean Bank IV Kansas N.A. and Bank IV
Oklahoma N.A.

"Borrower" is defined in the preamble.

"Borrowing" means the Loans of the same type and, in the
case of LIBOR Loans, having the same Interest Period made by the
Lender on the same Business Day and pursuant to the same
Borrowing Request in accordance with Section 2.3.

"Borrowing Request" means a loan request and certificate
duly executed by an Authorized Officer of the Borrower,
substantially in the form of Exhibit B hereto.

"Business Day" means

(a) any day which is neither a Saturday or Sunday nor
a legal holiday on which banks are authorized or required to
be closed in Chicago, Illinois or Wichita, Kansas; and

(b) relative to the making, continuing, prepaying or
repaying of any LIBOR Loans, any day on which dealings in
Dollars are carried on in the interbank eurodollar market.

"Capitalized Lease Liabilities" means all monetary
obligations of the Borrower or any of its Subsidiaries under any
leasing or similar arrangement which, in accordance with GAAP,
would be classified as capitalized leases, and, for purposes of
this Agreement and each other Loan Document, the amount of such
obligations shall be the capitalized amount thereof, determined
in accordance with GAAP, and the stated maturity thereof shall be
the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a penalty.

"Change in Control" means the acquisition by any Person, or
two or more Persons acting in concert, of beneficial ownership
(within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934) of 20% or
more of the outstanding shares of voting stock of the Borrower.

"Code" means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time.

"Commitment" means the Lender's obligation to make Loans
pursuant to Section 2.1.1.

"Commitment Amount" means $50,000,000, as such amount may be
reduced from time to time pursuant to Section 2.2.

"Commitment Termination Date" means the earliest of

(a) June 30, 1996;

(b) the date on which the Commitment Amount is
terminated in full or reduced to zero pursuant to Section
2.2; and

Upon the occurrence of any event described above, the Commitment
shall terminate automatically and without further action.

"Commitment Termination Event" means the occurrence and
continuance of any Event of Default and either

(a) the declaration of the Loans to be due and payable
pursuant to Section 8.3, or

(b) in the absence of such declaration, the giving of
notice by the Lender to the Borrower that the Commitment has
been terminated.

"Compliance Certificate" means a certificate substantially
in the form of Exhibit E attached hereto.

"Controlled Group" means all members of a controlled group
of corporations and all members of a controlled group of trades
or businesses (whether or not incorporated) under common control
which, together with the Borrower, are treated as a single
employer under Section 414(b) or 414(c) of the Code or Section
4001 of ERISA.

"Contingent Liability" means any agreement, undertaking or
arrangement by which any Person guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment,
to supply funds to, or otherwise to invest in, a debtor, or
otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than
by endorsements of instruments in the course of collection), or
guarantees the payment of dividends or other distributions upon
the shares of any other Person. The amount of any Person's
obligation under any Contingent Liability shall (subject to any
limitation set forth therein) be deemed to be the outstanding
principal amount (or maximum principal amount, if larger) of the
debt, obligation or other liability guaranteed thereby.

"Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer
of the Borrower, substantially in the form of Exhibit C hereto.

"Default" means any Event of Default or any condition,
occurrence or event which, after notice or lapse of time or both,
would constitute an Event of Default.

"Disclosure Schedule" means the Disclosure Schedule attached
hereto as Schedule I, as it may be amended, supplemented or
otherwise modified from time to time by the Borrower with the
written consent of the Lender.

"Dollar" and the sign "$" mean lawful money of the United
States.

"Domestic Office" means the office of the Lender designated
as such below its signature hereto or such other office of the
Lender (or any successor or assign of the Lender) within the
United States as may be designated from time to time by notice
from the Lender, as the case may be, to each other Person party
hereto.

"Effective Date" means the date this Agreement becomes
effective pursuant to Section 10.8.

"Environmental Laws" means all applicable federal, state or
local statutes, laws, ordinances, codes, rules, regulations and
guidelines (including consent decrees and administrative orders)
relating to public health and safety and protection of the
environment.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute of similar import,
together with the regulations thereunder, in each case as in
effect from time to time. References to sections of ERISA also
refer to any successor sections.

"Eurocurrency Reserve Percentage" means, relative to any
Interest Period, the reserve percentage (expressed as a decimal)
equal to the maximum aggregate reserve requirements (including
all basic, emergency, supplemental, marginal and other reserves
and taking into account any transitional adjustments or other
scheduled changes in reserve requirements) specified under
regulations issued from time to time by the F.R.S. Board and then
applicable to assets or liabilities consisting of and including
"Eurocurrency Liabilities", as currently defined in Regulation D
of the F.R.S. Board, having a term approximately equal or
comparable to such Interest Period.

"Event of Default" is defined in Section 8.1.

"FDIC" means the Federal Deposit Insurance Company or any
successor thereto.

"Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to

(a) the weighted average of the rates on overnight
federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York; or

(b) if such rate is not so published for any day which
is a Business Day, the average of the quotations for such
day on such transactions received by Continental from three
federal funds brokers of recognized standing selected by it.

"Fiscal Quarter" means any quarter of a Fiscal Year.

"Fiscal Year" means any period of twelve consecutive
calendar months ending on December 31; references to a Fiscal
Year with a number corresponding to any calendar year (e.g. the
"1994 Fiscal Year") refer to the Fiscal Year ending on the
December 31 occurring during such calendar year.

"F.R.S. Board" means the Board of Governors of the Federal
Reserve System or any successor thereto.

"GAAP" is defined in Section 1.4.

"Hazardous Materials" means

(a) any "hazardous substance", as defined in CERCLA;

(b) any "hazardous waste", as defined by the Resource
Conservation and Recovery Act, as amended;

(d) any pollutant or contaminant or hazardous,
dangerous or toxic chemical, material or substance within
the meaning of any Environmental Law, as amended or
hereafter amended.

"herein", "hereof", "hereto", "hereunder" and similar terms
contained in this Agreement or any other Loan Document refer to
this Agreement or such other Loan Document, as the case may be,
as a whole and not to any particular Section, paragraph or
provision of this Agreement or such other Loan Document.

"Impermissible Qualification" means, relative to the opinion
or certification of any independent public accountant as to any
financial statement of the Borrower, any qualification or
exception to such opinion or certification

(a) which is of a "going concern" or similar nature;

(b) which relates to the limited scope of examination
of matters relevant to such financial statement; provided
that this clause (b) shall not include such qualifications
and exceptions as are routinely made by independent public
accountants when giving opinions and certifications with
respect to financial statements; or

(c) which relates to the treatment or classification
of any item in such financial statement and which, as a
condition to its removal, would require an adjustment to
such item the effect of which would be to cause the Borrower
to be in default of any of its obligations under Section
7.2.3.

"Indebtedness" of any Person means, without duplication:

(a) all obligations of such Person for borrowed money
and all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;

(b) all obligations, contingent or otherwise, relative
to the face amount of all letters of credit, whether or not
drawn, and banker's acceptances issued for the account of
such Person;

(c) all obligations of such Person as lessee under
leases which have been or should be, in accordance with
GAAP, recorded as Capitalized Lease Liabilities;

(d) all other items which, in accordance with GAAP,
would be included as liabilities on the liability side of
the balance sheet of such Person as of the date at which
Indebtedness is to be determined;

(e) whether or not so included as liabilities in
accordance with GAAP, all obligations of such Person to pay
the deferred purchase price of property of services, and
indebtedness (excluding prepaid interest thereon) secured by
a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or
other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is
limited in recourse; and

(f) all Contingent Liabilities of such Person in
respect of any of the foregoing.

For all purposes of this Agreement, the Indebtedness of any
Person shall include the Indebtedness of any partnership or
joint venture in which such Person is a general partner or a
joint venturer.

"Indemnified Liabilities" is defined in Section 10.4.

"Indemnified Parties" is defined in Section 10.4.

"Interest Period" means, relative to any LIBOR Loans, the
period beginning on (and including) the date on which such LIBOR
Loan is made or continued as, or converted into, a LIBOR Loan
pursuant to Section 2.3 or 2.4 and shall end on (but exclude) the
day which numerically corresponds to such date one, two, three or
six months thereafter (or, if such month has no numerically
corresponding day, on the last Business Day of such month), in
either case as the Borrower may select in its relevant notice
pursuant to Section 2.3 or 2.4; provided, however, that

(a) the Borrower shall not be permitted to select
Interest Periods to be in effect at any one time which have
expiration dates occurring on more than five different
dates;

(b) Interest Periods commencing on the same date for
Loans comprising part of the same Borrowing shall be of the
same duration;

(c) if such Interest Period would otherwise end on a
day which is not a Business Day, such Interest Period shall
end on the next following Business Day (unless such next
following Business Day is in another calendar month, in
which case such Interest Period shall end on the Business
Day next preceding such numerically corresponding day); and

(d) no Interest Period may end later than the date set
forth in clause (a) of the definition of "Commitment
Termination Date".

"Lender" is defined in the preamble.

"LIBOR Loan" means a Loan bearing interest, at all times
during an Interest Period applicable to such Loan, at a fixed
rate of interest determined by reference to the LIBOR Rate
(Reserve Adjusted).

"LIBOR Office" means the office of the Lender designated as
such below its signature hereto or such other office of the
Lender as designated from time to time by notice from the Lender
to the Borrower, whether or not outside the United States, which
shall be making or maintaining LIBOR Loans of the Lender
hereunder.

"LIBOR Rate" means, relative to any Interest Period, the
rate of interest equal to the average (rounded upwards, if
necessary, to the nearest 1/16 of 1%) of the rates per annum at
which Dollar deposits in immediately available funds are offered
to Continental's LIBOR Office in the London interbank market as
at or about 11:00 a.m., London time, two Business Days prior to
the beginning of such Interest Period for delivery on the first
day of such Interest Period, and in an amount approximately equal
to the amount of Continental's LIBOR Loan and for a period
approximately equal to such Interest Period.

"LIBOR Rate (Reserve Adjusted)" means, relative to any Loan
to be made, continued or maintained as, or converted into, a
LIBOR Loan for any Interest Period, a rate per annum (rounded
upwards, if necessary, to the nearest 1/16 of 1%) determined
pursuant to the following formula:

LIBOR Rate = LIBOR Rate
(Reserve Adjusted) 1.00 - Eurocurrency Reserve
Percentage

The LIBOR Rate (Reserve Adjusted) for any Interest Period
for LIBOR Loans will be determined by the Lender on the basis of
the Eurocurrency Reserve Percentage in effect on, and the
applicable rates furnished to and received by the Lender from
Continental, two Business Days before the first day of such
Interest Period.

"Lien" means any security interest, mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or otherwise), charge against or interest in property
to secure payment of a debt or performance of an obligation.

"Loan" is defined in Section 2.1.1.

"Loan Document" means this Agreement and the Note.

"Monthly Payment Date" means the last day of each calendar
month or, if any such day is not a Business Day, the next
succeeding Business Day.

"Non-Performing Assets" means, as applied to Total Loans of
a Person, (i) Total Loans that are not accruing interest, have
been classified as renegotiated pursuant to guidelines
established by the Federal Financial Institutions Council or are
90 days or more past due in the payment of principal or interest
plus (ii) Other Real Estate Owned by such Person minus (iii)
student loan obligations which are serviced by a third party
servicer and which are backed by the full faith and credit of the
United States Government or any agency thereof, whether such
guaranty is for the benefit of such third party servicer or such
Person or any of its Subsidiaries, provided, however, that this
exclusion shall not apply to any student loan with respect to
which a third party servicer has failed to perform the terms and
conditions of its servicing agreement with such Person or any of
its Subsidiaries.

"Non-Performing Ratio" means, for any Person, the ratio of
such Person's

(a) Non-Performing Assets outstanding

(b) Total Loans plus Other Real Estate Owned.

"Note" means a promissory note of the Borrower payable to
the Lender, in the form of Exhibit A hereto (as such promissory
note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the Borrower to
the Lender resulting from outstanding Loans, and also means all
other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

"Obligations" means all obligations (monetary or otherwise)
of the Borrower arising under or in connection with this
Agreement and the Notes.

"Organic Document" means, relative to the Borrower, its
certificate of incorporation, its by-laws and all shareholder
agreements, voting trusts and similar arrangements applicable to
any of its authorized shares of capital stock.

"Other Real Estate Owned" of a Person means "other real
estate owned" as shown in the financial statements of such Person
prepared in accordance with Regulatory Accounting Principles.

"Participant" is defined in Section 10.11.2.

"PBGC" means the Pension Benefit Guaranty Corporation and
any entity succeeding to any or all of its functions under ERISA.

"Pension Plan" means a "pension plan", as such term is
defined in section 3(2) of ERISA, which is subject to Title IV of
ERISA (other than a multi-employer plan as defined in section
4001(a)(3) of ERISA), and to which the Borrower or any
corporation, trade or business that is, along with the Borrower,
a member of a Controlled Group, may have liability, including any
liability by reason of having been a substantial employer within
the meaning of section 4063 of ERISA at any time during the
preceding five years, or by reason of being deemed to be a
contributing sponsor under section 4069 of ERISA.

"Person" means any natural person, corporation, partnership,
firm, association, trust, government, governmental agency or any
other entity, whether acting in an individual, fiduciary or other
capacity.

"Plan" means any Pension Plan or Welfare Plan.

"Quarterly Payment Date" means the last day of each March,
June, September, and December or, if any such day is not a
Business Day, the next succeeding Business Day.

"Reference Rate Loan" means a Loan bearing interest at a
fluctuating rate determined by reference to the Alternate
Reference Rate.

"Regulatory Accounting Principles" means those mandatory
accounting principles applicable to the Borrower from time to
time promulgated by the Federal Reserve or any other regulatory
agency having authority.

"Risk Weighted Assets" means, for any Person, the value of
the assets of such Person and its Subsidiaries, including
adjusted off-balance sheet items, all as calculated pursuant to
risk based capital guidelines in effect from time to time with
the applicable regulatory agency.

"Subsidiary" means, with respect to any Person, any
corporation of which more than 50% of the outstanding capital
stock having ordinary voting power to elect a majority of the
board of directors of such corporation (irrespective of whether
at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence
of any contingency) is at the time directly or indirectly owned
by such Person, by such Person and one or more other Subsidiaries
of such Person, or by one or more other Subsidiaries of such
Person.

"Taxes" is defined in Section 4.6.

"type" means, relative to any Loan, the portion thereof, if
any, being maintained as a Reference Rate Loan or a LIBOR Loan.

"Tier One Capital" means, for any Person, the sum of such
Person's (i) common stockholders' equity, (ii) noncumulative
perpetual preferred stock and related surplus, (iii) cumulative
perpetual preferred stock and related surplus up to 25% of Tier
One Capital, and (iv) minority interests in the equity accounts
of consolidated subsidiaries.

"Tier Two Capital" means, for any Person, the sum of such
Person's (i) allowances for loan and lease losses up to 1.25% of
Risk Weighted Assets, (ii) perpetual preferred stock and long-
term preferred stock and any related surplus, (iii) hybrid
capital instruments, perpetual debt and mandatory convertible
debt, and (iv) term subordinated debt instruments and
intermediate-term preferred stock including related surplus up to
50% of Tier One Capital, in each case as determined under
applicable risk-based capital guidelines.

"Total Loans" means, for any Person, the sum of loans and
direct lease financings, net of unearned income, by such Person
and its Subsidiaries on a consolidated basis.

"Welfare Plan" means a "welfare plan", as such term is
defined in section 3(1) of ERISA.

"Well-Capitalized" means, with respect to any Person, that
such Person and its Subsidiaries on a consolidated basis, at any
time, meet each of the following requirements:

(a) the ratio of (i) the sum of its Tier One Capital
plus consolidated Tier Two Capital to (ii) its Risk Weighted
Assets is greater than or equal to 10%;

(b) its ratio of (i) Tier One Capital to (ii) Risk-
Weighted Assets is greater than or equal to 6%;

(d) it is not subject to any order or final capital
directive by the Federal Reserve to meet and maintain a
specific capital level for any capital measure;

provided, that if at any time the requirements of the designation
"Well-Capitalized" promulgated by the Federal Reserve or another
regulatory agency having authority shall be modified such that
the requirements for such designation become more restrictive
with respect to banks than the requirements set forth above, then
the requirements set forth above shall be changed to reflect such
modification; provided, further, that if at any time the Federal
Reserve or another regulatory agency having authority shall
determine that such Person is not "Well-Capitalized" (within the
meaning of the regulations promulgated by the Federal Reserve or
such other agency then in effect), such Person shall be deemed
not to be Well-Capitalized for purposes of this Agreement,
without regard to whether such Person shall meet the requirements
of the definition of such term set forth in this Agreement as in
effect at such time.

SECTION 1.2. Use of Defined Terms. Unless otherwise
defined or the context otherwise requires, terms for which
meanings are provided in this Agreement shall have such meanings
when used in the Disclosure Schedule and in each Note, Borrowing
Request, Conversion Notice, notice and other communication
delivered from time to time in connection with this Agreement or
any other Loan Document.

SECTION 1.3. Cross-References. Unless otherwise
specified, references in this Agreement and in each other Loan
Document to any Article or Section are references to such Article
or Section of this Agreement or such other Loan Document, as the
case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to
such clause of such Article, Section or definition.

SECTION 1.4. Accounting and Financial Determinations.
Unless otherwise specified, all accounting terms used herein or
in any other Loan Document shall be interpreted, all accounting
determinations and computations hereunder or thereunder
(including under Section 7.2.3) shall be made, and all financial
statements required to be delivered hereunder or thereunder shall
be prepared in accordance with, those generally accepted
accounting principles ("GAAP") applied in the preparation of the
financial statements referred to in Section 6.5.

ARTICLE II

COMMITMENT, BORROWING PROCEDURES AND NOTE

SECTION 2.1. Commitment. On the terms and subject to
the conditions of this Agreement (including Article V), the
Lender severally agrees to make Loans pursuant to the Commitment
described in this Section 2.1.

SECTION 2.1.1. Commitment of the Lender. From time to
time on any Business Day occurring prior to the Commitment
Termination Date, the Lender will make loans (of any type, the
"Loans") to the Borrower equal to the aggregate amount of the
Borrowing requested by the Borrower to be made on such day. The
commitment of the Lender described in this Section 2.1.1 is
herein referred to as the "Commitment". On the terms and subject
to the conditions hereof, the Borrower may from time to time
borrow, prepay and reborrow Loans.

SECTION 2.1.2. Lender Not Permitted or Required To Make
Loans. The Lender shall be permitted or required to make any
Loan if, after giving effect thereto, the aggregate outstanding
principal amount of all Loans of the Lender would exceed the
Commitment Amount.

SECTION 2.1.3. Commitment Termination Date. The
Commitment shall terminate and the Lender shall be relieved of
its obligations to make any Loan on the Commitment Termination
Date.

SECTION 2.2. Reduction of Commitment Amount. The
Borrower may, from time to time on any Business Day, voluntarily
reduce the Commitment Amount; provided, however, that all such
reductions shall require at least five (5) Business Days' prior
notice to the Lender and be permanent, and any partial reduction
of the Commitment Amount shall be in a minimum amount of
$5,000,000 and in an integral multiple of $5,000,000.

SECTION 2.3. Borrowing Procedure. By delivering a
Borrowing Request to the Lender on or before 10:00 a.m., Chicago
time, on a Business Day, the Borrower may from time to time
irrevocably request, in the case of LIBOR Loans, on not less than
three Business Days' notice, and, in the case of Reference Rate
Loans, on the same Business Day, that a Borrowing be made in a
minimum amount of $5,000,000 and an integral multiple of
$1,000,000, or in the unused amount of the Commitments. On the
terms and subject to the conditions of this Agreement, each
Borrowing shall be comprised of the type of Loans, and shall be
made on the Business Day, specified in such Borrowing Request.

SECTION 2.4. Conversion Elections. By delivering a
Conversion Notice to the Lender on or before 10:00 a.m., Chicago
time, on a Business Day, the Borrower may from time to time
irrevocably elect that all, or any portion in an aggregate
minimum amount of $5,000,000 and an integral multiple of
$1,000,000, of any Loans be, in the case of Reference Rate Loans,
converted into LIBOR Loans on three Business Day's prior notice
or, in the case of LIBOR Loans, converted into a Reference Rate
Loan on the same Business Day; provided, however, that (i) no
portion of the outstanding principal amount of any Loans may be
converted into, LIBOR Loans when any Default has occurred and is
continuing, and (ii) no conversion of less than all of any Loan
shall be effective if the remaining balance of such Loan not so
converted or continued is less than $5,000,000.

SECTION 2.5. Funding. The Lender may, if it so elects,
fulfill its obligation to make, or convert LIBOR Loans hereunder
by causing one of its foreign branches or Affiliates (or an
international banking facility created by the Lender) to make or
maintain such LIBOR Loan; provided, however, that such LIBOR Loan
shall nonetheless be deemed to have been made and to be held by
the Lender, and the obligation of the Borrower to repay such
LIBOR Loan shall nevertheless be to the Lender for the account of
such foreign branch, Affiliate or international banking facility.
In addition, the Borrower hereby consents and agrees that, for
purposes of any determination to be made for purposes of Sections
4.1, 4.2, 4.3 or 4.4, it shall be conclusively assumed that the
Lender elected to fund all LIBOR Loans by purchasing, as the case
may be, Dollar certificates of deposit in the U.S. or Dollar
deposits in its LIBOR Office's interbank eurodollar market.

SECTION 2.6. Note. The Lender's Loans under its
Commitment shall be evidenced by a Note payable to the order of
the Lender in a maximum principal amount equal to the Commitment
Amount. The Borrower hereby irrevocably authorizes the Lender to
make (or cause to be made) appropriate notations on the grid
attached to the Note (or on any continuation of such grid), which
notations, if made, shall evidence, inter alia, the date of, the
outstanding principal of, and the interest rate and Interest
Period applicable to the Loans evidenced thereby. Such notations
shall be conclusive and binding on the Borrower absent manifest
error; provided, however, that the failure of the Lender to make
any such notations shall not limit or otherwise affect any
Obligations of the Borrower.

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1. Repayments and Prepayments. The Borrower
shall repay in full the unpaid principal amount of each Loan upon
the Commitment Termination Date therefor. Prior thereto, the
Borrower

(a) may, from time to time on any Business Day, make a
voluntary prepayment, in whole or in part, of the
outstanding principal amount of any Loans; provided,
however, that

(i) any such prepayment shall be made pro rata
among Loans of the same type and, if applicable, having
the same Interest Period;

(ii) no such prepayment of any LIBOR Loan may be
made on any day other than the last day of the Interest
Period for such Loan;

(iii) all such voluntary prepayments shall
require at least one but no more than five Business
Days' prior written notice to the Lender; and

(iv) all such voluntary partial prepayments
shall be in an aggregate minimum amount of $500,000 and
an integral multiple of $100,000;

(b) shall, on each date when any reduction in the
Commitment Amount shall become effective, including pursuant
to Section 2.2, make a mandatory prepayment of all Loans
equal to the excess, if any, of the aggregate outstanding
principal amount of all Loans over the Commitment Amount as
so reduced; and

(c) shall, immediately upon any acceleration of the
Commitment Termination Date of any Loans pursuant to Section
8.2 or Section 8.3, repay all Loans, unless, pursuant to
Section 8.3, only a portion of all Loans is so accelerated.

Each prepayment of any Loans made pursuant to this Section shall
be without premium or penalty, except as may be required by
Section 4.4. No voluntary prepayment of principal of any Loans
shall cause a reduction in the Commitment Amount.

SECTION 3.2. Interest Provisions. Interest on the
outstanding principal amount of Loans shall accrue and be payable
in accordance with this Section 3.2.

SECTION 3.2.1. Rates. Pursuant to an appropriately
delivered Borrowing Request or Conversion Notice, the Borrower
may elect that Loans comprising a Borrowing accrue interest at a
rate per annum:

(a) on that portion maintained from time to time as a
Reference Rate Loan, equal to the Alternate Reference Rate
from time to time in effect; and

(b) on that portion maintained from time to time as a
LIBOR Loan, during each Interest Period applicable thereto,
equal to the sum of the LIBOR Rate (Reserve Adjusted) plus a
margin of 0.5625%.

SECTION 3.2.2. Post-Maturity Rates. After the date any
principal amount of any Loan is due and payable (whether on the
Commitment Termination Date, upon acceleration or otherwise), or
after any other monetary Obligation of the Borrower shall have
become due and payable, the Borrower shall pay, but only to the
extent permitted by law, interest (after as well as before
judgment) on such amounts at a rate per annum equal to the
greater of (i) the Alternate Reference Rate plus a margin of 2%
and (ii) 2% in excess of the rate applicable to such amounts
immediately before they became due.

SECTION 3.2.3. Payment Dates. Interest accrued on each
Loan shall be payable, without duplication:

(a) on the Commitment Termination Date therefor;

(b) on the date of any payment or prepayment, in whole
or in part, of principal outstanding on such Loan;

(d) with respect to LIBOR Loans, the last day of each
applicable Interest Period (and, if such Interest Period
shall exceed 90 days, on the 90th day of such Interest
Period);

(e) with respect to any Reference Rate Loans converted
into LIBOR Loans on a day when interest would not otherwise
have been payable pursuant to clause (c), on the date of
such conversion; and

(f) on that portion of any Loans the Commitment
Termination Date of which is accelerated pursuant to Section
8.2 or Section 8.3, immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising
under this Agreement or any other Loan Document after the date
such amount is due and payable (whether on the Commitment
Termination Date, upon acceleration or otherwise) shall be
payable upon demand.

SECTION 3.3. Fees. The Borrower agrees to pay the fees
set forth in this Section 3.3. All such fees shall be non-
refundable.

SECTION 3.3.1. Non-use Fee. The Borrower agrees to pay to
the Lender, for the period (including any portion thereof when
its Commitment is suspended by reason of the Borrower's inability
to satisfy any condition of Article V) commencing on and
including the date hereof and continuing through the final
Commitment Termination Date, a non-use fee at the rate of 1/8 of
1% per annum on the daily average of the unused amount of the
Lender's Commitment. Such non-use fee shall be payable by the
Borrower in arrears on each Quarterly Payment Date, commencing
with the first such day following the date hereof, and on the
Commitment Termination Date.

SECTION 3.3.2. Facility Fee. The Borrower agrees to pay
to the Lender a fee of $40,000 payable on the date hereof.

ARTICLE IV

CERTAIN LIBOR RATE AND OTHER PROVISIONS

SECTION 4.1. LIBOR Rate Lending Unlawful. If the Lender
shall determine (which determination shall, upon notice thereof
to the Borrower, be conclusive (absent manifest error) and
binding on the Borrower) that the introduction of or any change
in or in the interpretation of any law makes it unlawful, or any
central bank or other governmental authority asserts that it is
unlawful, for the Lender to make, continue or maintain any Loan
as, or to convert any Loan into, a LIBOR Loan of a certain type,
the obligation of the Lender to make, continue, maintain or
convert any such Loans shall, upon such determination, forthwith
be suspended until the circumstances causing such suspension no
longer exist, and all LIBOR Loans of such type shall
automatically convert into Reference Rate Loans at the end of the
then current Interest Periods with respect thereto or sooner, if
required by such law or assertion.

SECTION 4.2. Deposits Unavailable. If the Lender shall
have determined that

(a) Dollar deposits in the relevant amount and for the
relevant Interest Period are not available to the Lender in
its relevant market; or

(b) by reason of circumstances affecting the relevant
market, adequate means do not exist for ascertaining the
interest rate applicable hereunder to LIBOR Loans of such
type,

then, upon notice from the Lender to the Borrower, the
obligations of the Lender under Section 2.3 to make as, or under
Section 2.4 to continue any Loans as or convert any Loans into,
LIBOR Loans of such type shall forthwith be suspended until the
Lender shall notify the Borrower that the circumstances causing
such suspension no longer exist.

SECTION 4.3. Increased LIBOR Loan Costs, etc. If, as a
result of any law, rule, regulation, treaty or directive, or any
change therein or in the interpretation or administration
thereof, or compliance by the Lender with any request or
directive (whether or not having the force of law) from any
court, central bank, governmental authority, agency or
instrumentality, or comparable agency:

(a) any tax, duty or other charge with respect to any
LIBOR Loan, any Note or the Lender's obligation to make any
LIBOR Loan is imposed, modified or deemed applicable, or the
basis of taxation of payments to the Lender of the principal
of, or interest on, any LIBOR Loan (other than taxes imposed
on the overall net income of the Lender by the jurisdiction
in which the Lender has its principal office) is changed;

(b) any reserve, special deposit, special assessment
or similar requirement against assets of, deposits with or
for the account of, or credit extended by, the Lender is
imposed, modified or deemed applicable; or

and the Lender determines that, by reason thereof, the cost to
the Lender of making or maintaining any LIBOR Loan is increased,
or the amount of any sum receivable by the Lender hereunder or
under any Note in respect of any LIBOR Loan is reduced; then, the
Borrower shall pay to the Lender upon demand such additional
amount or amounts as will compensate the Lender for such
additional cost or reduction (provided that the Lender has not
been compensated for such additional cost or reduction in the
calculation of the Eurocurrency Reserve Percentage).
Determinations by the Lender for purposes of this Section 4.3 of
the additional amounts required to compensate the Lender in
respect of the foregoing shall be conclusive in the absence of
manifest error. In determining such amounts, the Lender may use
any reasonable averaging, attribution and allocation methods.

SECTION 4.4. Funding Losses. In the event the Lender
shall incur any loss or expense (including any loss or expense
incurred by reason of the liquidation or reemployment of deposits
or other funds acquired by the Lender to make, continue or
maintain any portion of the principal amount of any Loan as, or
to convert any portion of the principal amount of any Loan into,
a LIBOR Loan) as a result of

(a) any conversion or repayment or prepayment of the
principal amount of any LIBOR Loans on a date other than the
scheduled last day of the Interest Period applicable
thereto, whether pursuant to Section 3.1 or otherwise;

(b) any Loans not being made as LIBOR Loans in
accordance with the Borrowing Request therefor; or

(excluding in any case any loss or expense resulting from the
Lender's breach of its obligations hereunder) then, upon the
written notice of the Lender to the Borrower, the Borrower shall,
within five days of its receipt thereof, pay directly to the
Lender such amount as will (in the reasonable determination of
the Lender) reimburse the Lender for such loss or expense. Such
written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive
and binding on the Borrower.

SECTION 4.5. Increased Capital Costs. If any change in,
or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation,
directive, guideline, decision or request (whether or not having
the force of law) of any court, central bank, regulator or other
governmental authority affects or would affect the amount of
capital required or expected to be maintained by the Lender or
any Person controlling the Lender, and the Lender determines (in
its sole and absolute discretion) that the rate of return on its
or such controlling Person's capital as a consequence of its
Commitment or the Loans made by the Lender is reduced to a level
below that which the Lender or such controlling Person could have
achieved but for the occurrence of any such circumstance, then,
in any such case upon notice from time to time by the Lender to
the Borrower, the Borrower shall immediately pay directly to the
Lender additional amounts sufficient to compensate the Lender or
such controlling Person for such reduction in rate of return. A
statement of the Lender as to any such additional amount or
amounts (including calculations thereof in reasonable detail)
shall, in the absence of manifest error, be conclusive and
binding on the Borrower. In determining such amount, the Lender
may use any reasonable method of averaging and attribution that
it (in its sole and absolute discretion) shall deem applicable.

SECTION 4.6. Taxes. All payments by the Borrower of
principal of, and interest on, the Loans and all other amounts
payable hereunder shall be made free and clear of and without
deduction for any present or future income, excise, stamp or
franchise taxes and other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by any taxing
authority, but excluding franchise taxes and taxes imposed on or
measured by the Lender's net income or receipts (such non-
excluded items being called "Taxes"). In the event that any
withholding or deduction from any payment to be made by the
Borrower hereunder is required in respect of any Taxes pursuant
to any applicable law, rule or regulation, then the Borrower will

(a) pay directly to the relevant authority the full
amount required to be so withheld or deducted;

(b) promptly forward to the Lender an official receipt
or other documentation satisfactory to the Lender evidencing
such payment to such authority; and

(c) pay to the Lender such additional amount or
amounts as is necessary to ensure that the net amount
actually received by the Lender will equal the full amount
the Lender would have received had no such withholding or
deduction been required.

Moreover, if any Taxes are directly asserted against the Lender
with respect to any payment received by the Lender hereunder, the
Lender may pay such Taxes and the Borrower will promptly pay such
additional amounts (including any penalties, interest or
expenses) as is necessary in order that the net amount received
by such person after the payment of such Taxes (including any
Taxes on such additional amount) shall equal the amount such
person would have received had not such Taxes been asserted.

If the Borrower fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Lender, the
required receipts or other required documentary evidence, the
Borrower shall indemnify the Lender for any incremental Taxes,
interest or penalties that may become payable by the Lender as a
result of any such failure. For purposes of this Section 4.6, a
distribution hereunder by the Lender to or for the account of the
Lender shall be deemed a payment by the Borrower.

SECTION 4.7. Payments, Computations, etc. All payments
by Borrower pursuant to this Agreement or the Note shall be made
to the Lender, without setoff, deduction or counterclaim, not
later than 11:00 a.m., Chicago time, on the date due, in same day
or immediately available funds, to such account as the Lender
shall specify from time to time by notice to the Borrower. Funds
received after that time shall be deemed to have been received by
the Lender on the next succeeding Business Day. All interest and
fees shall be computed on the basis of the actual number of days
(including the first day but excluding the last day) occurring
during the period for which such interest or fee is payable over
a year comprised of 360 days. Whenever any payment to be made
shall otherwise be due on a day which is not a Business Day, such
payment shall (except as otherwise required by clause (c) of the
definition of the term "Interest Period" with respect to LIBOR
Loans) be made on the next succeeding Business Day and such
extension of time shall be included in computing interest and
fees, if any, in connection with such payment.

SECTION 4.8. Setoff. The Lender shall, upon the
occurrence of any Default described in clauses (a) through (d) of
Section 8.1.8 with respect to the Borrower or any Subsidiary or,
any other Event of Default, have the right to appropriate and
apply to the payment of the Obligations owing to it (whether or
not then due), and (as security for such Obligations) the
Borrower hereby grants to the Lender a continuing security
interest in, any and all balances, credits, deposits, accounts or
moneys of the Borrower then or thereafter maintained with the
Lender. The Lender agrees promptly to notify the Borrower after
any such setoff and application made by the Lender; provided,
however, that the failure to give such notice shall not affect
the validity of such setoff and application. The rights of the
Lender under this Section are in addition to other rights and
remedies (including other rights of setoff under applicable law
or otherwise) which the Lender may have.

SECTION 4.9. Use of Proceeds. The Borrower shall apply
the proceeds of each Borrowing in accordance with the third
recital; without limiting the foregoing, no proceeds of any Loan
will be used to acquire any equity security of a class which is
registered pursuant to Section 12 of the Securities Exchange Act
of 1934 or any "margin stock", as defined in F.R.S. Board
Regulation U.

ARTICLE V

CONDITIONS TO BORROWING

SECTION 5.1. Initial Borrowing. The obligations of the
Lender to fund the initial Borrowing shall be subject to the
prior or concurrent satisfaction of each of the conditions
precedent set forth in this Section 5.1.

SECTION 5.1.1. Resolutions, etc. The Lender shall have
received from the Borrower a certificate of its Secretary or
Assistant Secretary in form satisfactory to the Lender, dated the
date of the initial Borrowing as to

(a) resolutions of its Board of Directors then in full
force and effect authorizing the execution, delivery and
performance of this Agreement and the Note; and

(b) the incumbency and signatures of those of its
officers authorized to act with respect to this Agreement
and the Note,

upon which certificate the Lender may conclusively rely until it
shall have received a further certificate of the Secretary of the
Borrower canceling or amending such prior certificate.

SECTION 5.1.2. Delivery of the Note. The Lender shall
have received the Note duly executed and delivered by the
Borrower.

SECTION 5.1.3. Opinion of Counsel. The Lender shall have
received an opinion, dated the date of the initial Borrowing and
addressed to the Lender, from William Rainey, General Counsel of
the Borrower, substantially in the form of Exhibit D hereto.

SECTION 5.1.4. Closing Fees, Expenses, etc. The Lender
shall have received all fees, costs and expenses due and payable
pursuant to Section 3.3, if then invoiced.

SECTION 5.2. All Borrowings. The obligation of the
Lender to fund any Loan on the occasion of any Borrowing
(including the initial Borrowing) shall be subject to the
satisfaction of each of the conditions precedent set forth in
this Section 5.2.

SECTION 5.2.1. Compliance with Warranties, No Default,
etc. Both before and after giving effect to any Borrowing (but,
if any Default of the nature referred to in Section 8.1.4 shall
have occurred with respect to any other Indebtedness, without
giving effect to the application, directly or indirectly, of the
proceeds thereof) the following statements shall be true and
correct

(a) the representations and warranties set forth in
Article VI (excluding, however, those contained in Section
6.7) shall be true and correct with the same effect as if
then made (unless stated to relate solely to an early date,
in which case such representations and warranties shall be
true and correct as of such earlier date);

(b) except as disclosed by the Borrower to the Lender
pursuant to Section 6.7, on the Effective Date

(i) no labor controversy, litigation,
arbitration or governmental investigation or proceeding
shall be pending or, to the knowledge of the Borrower,
threatened against the Borrower or any of its
Subsidiaries which would materially adversely affect
the Borrower's consolidated business, operations,
assets, revenues, properties or prospects or which
purports to affect the legality, validity or
enforceability of this Agreement or the Note; and

(ii) no development shall have occurred in any
labor controversy, litigation, arbitration or
governmental investigation or proceeding disclosed
pursuant to Section 6.7 which would materially
adversely affect the consolidated businesses,
operations, assets, revenues, properties or prospects
of the Borrower and its Subsidiaries; and

(c) no Default shall have then occurred and be
continuing, and neither the Borrower nor any of its
Subsidiaries are in material violation of any law or
governmental regulation or court order or decree.

SECTION 5.2.2. Borrowing Request. The Lender shall have
received a Borrowing Request for such Borrowing. Each of the
delivery of a Borrowing Request and the acceptance by the
Borrower of the proceeds of such Borrowing shall constitute a
representation and warranty by the Borrower that on the date of
such Borrowing (both immediately before and after giving effect
to such Borrowing and the application of the proceeds thereof)
the statements made in Section 5.2.1 are true and correct.

SECTION 5.2.3. Satisfactory Legal Form. All documents
executed or submitted pursuant hereto by or on behalf of the
Borrower or any of its Subsidiaries shall be satisfactory in form
and substance to the Lender and its counsel; the Lender and its
counsel shall have received all information, approvals, opinions,
documents or instruments as the Lender or its counsel may
reasonably request.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

In order to induce the Lender to enter into this Agreement
and to make Loans hereunder, the Borrower represents and warrants
unto the Lender as set forth in this Article VI.

SECTION 6.1. Organization, etc. The Borrower and each
of its Subsidiaries is a corporation validly organized and
existing and in good standing under the laws of the jurisdiction
of its incorporation, is duly qualified to do business and is in
good standing as a foreign corporation in each jurisdiction where
the nature of its business requires such qualification, except
where failure so to qualify would not have a material adverse
effect on the financial condition, operations, assets, business,
properties or prospects of the Borrower and its Subsidiaries, and
has full power and authority and holds all requisite governmental
licenses, permits and other approvals to enter into and perform
its Obligations under this Agreement and the Note and to own and
hold under lease its property and to conduct its business
substantially as currently conducted by it.

SECTION 6.2. Due Authorization, Non-Contravention, etc.
The execution, delivery and performance by the Borrower of this
Agreement and the Note are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate
action, and do not

(a) contravene the Borrower's Organic Documents;

(b) contravene any contractual restriction, law or
governmental regulation or court decree or order binding on
or affecting the Borrower; or

SECTION 6.3. Government Approval, Regulation, etc. No
authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or
other Person is required for the due execution, delivery or
performance by the Borrower of this Agreement or the Note.
Neither the Borrower nor any of its Subsidiaries is an
"investment company" within the meaning of the Investment Company
Act of 1940, as amended, or a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company",
within the meaning of the Public Utility Holding Company Act of
1935, as amended.

SECTION 6.4. Validity, etc. This Agreement constitutes,
and the Note will, on the due execution and delivery thereof,
constitute, the legal, valid and binding obligations of the
Borrower enforceable in accordance with their respective terms,
except as such enforceability may be limited by applicable
bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors' rights generally, as well as general
principles of equity.

SECTION 6.5. Financial Information. The balance sheets
of the Borrower and each of its Subsidiaries as at December 31,
1993 and March 31, 1994, and the related statements of earnings
and cash flow of the Borrower and each of its Subsidiaries,
copies of which have been furnished to the Lender, have been
prepared in accordance with GAAP consistently applied, and
present fairly the consolidated financial condition of the
corporations covered thereby as at the dates thereof and the
results of their operations for the periods then ended.

SECTION 6.6. No Material Adverse Change. Since the
dates of the financial statements described in Section 6.5, there
has been no material adverse change in the financial condition,
operations, assets, business, properties or prospects of the
Borrower and its Subsidiaries.

SECTION 6.7. Litigation, Labor Controversies, etc.
There is no pending or, to the knowledge of the Borrower,
threatened litigation, action, proceeding, or labor controversy
affecting the Borrower or any of its Subsidiaries, or any of
their respective properties, businesses, assets or revenues,
which would materially adversely affect the financial condition,
operations, assets, business, properties or prospects of the
Borrower or any Subsidiary or which purports to affect the
legality, validity or enforceability of this Agreement or the
Note, except as disclosed in Item 6.7 ("Litigation") of the
Disclosure Schedule.

SECTION 6.8. Subsidiaries. The Borrower has no
Subsidiaries, except those Subsidiaries

(a) which are identified in Item 6.8 ("Existing
Subsidiaries") of the Disclosure Schedule; or

(b) which are permitted to have been acquired in
accordance with Section 7.2.5.

SECTION 6.9. Ownership of Properties. The Borrower and
each of its Subsidiaries owns good and marketable title to all of
its material properties and assets, real and personal, tangible
and intangible, of any nature whatsoever (including patents,
trademarks, trade names, service marks and copyrights), free and
clear of all Liens, charges or claims (including infringement
claims with respect to patents, trademarks, copyrights and the
like) except as permitted pursuant to Section 7.2.2.

SECTION 6.10. Taxes. The Borrower and each of its
Subsidiaries has filed all tax returns and reports required by
law to have been filed by it and has paid all taxes and
governmental charges thereby shown to be owing, except any such
taxes or charges which are being diligently contested in good
faith by appropriate proceedings and for which adequate reserves
in accordance with GAAP shall have been set aside on its books.

SECTION 6.11. Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the date of the
execution and delivery of this Agreement and thereafter prior to
the date of any Borrowing hereunder, no steps have been taken to
terminate any Pension Plan, and no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise
to a Lien under section 302(f) of ERISA. No condition exists or
event or transaction has occurred with respect to any Pension
Plan which might result in the incurrence by the Borrower or any
member of the Controlled Group of any material liability, fine or
penalty. Except as disclosed in Item 6.11 ("Employee Benefit
Plans") of the Disclosure Schedule, neither the Borrower nor any
member of the Controlled Group has any contingent liability with
respect to any post-retirement benefit under a Welfare Plan,
other than liability for continuation coverage described in Part
6 of Title I of ERISA.

SECTION 6.12. Environmental Warranty. All facilities and
property owned or leased by the Borrower or any of its
Subsidiaries have been, and continue to be, owned or leased by
the Borrower and its Subsidiaries in material compliance with all
Environmental Laws and the Borrower and its Subsidiaries have no
material liability with respect to Environmental Laws; provided,
that with respect to any facilities or property leased by the
Borrower or any of its Subsidiaries, this Section shall not be
deemed breached unless the Borrower or any of its Subsidiaries
shall have a material liability with respect thereto.

SECTION 6.13. Regulations G, U and X. The Borrower is
not engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock, and no proceeds of any
Loans will be used for a purpose which violates, or would be
inconsistent with, F.R.S. Board Regulation G, U or X. Terms for
which meanings are provided in F.R.S. Board Regulation G, U or X
or any regulations substituted therefor, as from time to time in
effect, are used in this Section with such meanings.

SECTION 6.14. Accuracy of Information. All factual
information heretofore or contemporaneously furnished in writing
by or on behalf of the Borrower in writing to the Lender for
purposes of or in connection with this Agreement or any
transaction contemplated hereby is, and all other such factual
information hereafter furnished by or on behalf of the Borrower
to the Lender will be, true and accurate in every material
respect on the date as of which such information is dated or
certified and as of the date of execution and delivery of this
Agreement by the Lender, and such information is not, or shall
not be, as the case may be, incomplete by omitting to state any
material fact necessary to make such information not misleading.

ARTICLE VII

COVENANTS

SECTION 7.1. Affirmative Covenants. The Borrower agrees
with the Lender that, until the Commitment has terminated and all
Obligations have been paid and performed in full, the Borrower
will perform the obligations set forth in this Section 7.1.

SECTION 7.1.1. Financial Information, Reports, Notices,
etc. The Borrower will furnish, or will cause to be furnished,
to the Lender copies of the following financial statements,
reports, notices and information:

(a) as soon as available and in any event within 60
days after the end of each of the first three Fiscal
Quarters of each Fiscal Year of the Borrower, consolidated
balance sheets of the Borrower and its Subsidiaries as of
the end of such Fiscal Quarter and consolidated statements
of earnings and cash flow of the Borrower and its
Subsidiaries for such Fiscal Quarter and for the period
commencing at the end of the previous Fiscal Year and ending
with the end of such Fiscal Quarter, certified by the chief
financial Authorized Officer of the Borrower;

(b) as soon as available and in any event within 120
days after the end of each Fiscal Year of the Borrower, a
copy of the annual audit report for such Fiscal Year for the
Borrower and its Subsidiaries, including therein
consolidated balance sheets of the Borrower and its
Subsidiaries as of the end of such Fiscal Year and
consolidated statements of earnings and cash flow of the
Borrower and its Subsidiaries for such Fiscal Year, in each
case certified (without any Impermissible Qualification) in
a manner acceptable to the Lender by Ernst & Young or other
independent public accountants acceptable to the Lender,
together with a certificate from such accountants to the
effect that, in making the examination necessary for the
signing of such annual report by such accountants, they have
not become aware of any Default or Event of Default that has
occurred and is continuing, or, if they have become aware of
such Default or Event of Default, describing such Default or
Event of Default, and together with a letter from said
accountants expressly authorizing the Lender to rely upon
said annual audit report;

(c) as soon as available and in any event within 60
days after the end of each Fiscal Quarter, a Compliance
Certificate executed by the chief financial Authorized
Officer of the Borrower and the Bank Subsidiaries;

(d) as soon as possible and in any event within three
days after (i) the occurrence of each Default or (ii) the
Borrower or any Bank Subsidiary ceases to be Well-
Capitalized, a statement of the chief financial Authorized
Officer of the Borrower or the Bank Subsidiary, as
applicable, setting forth details of such event and the
action which the Borrower or the Bank Subsidiary, as
applicable, has taken and proposes to take with respect
thereto;

(e) simultaneously with delivery to the Comptroller of
the Currency, any Federal Reserve Bank or the FDIC, as the
case may be, and in any event within 60 days after the end
of each Fiscal Quarter, call reports for each Subsidiary
required to deliver a call report, as at the end of such
Fiscal Quarter, each certified by the respective cashier or
other authorized officer of such Subsidiary, including
reports filed on Form FRY9-C and Form FRY9-LP;

(f) as soon as possible and in any event within three
days after (x) the occurrence of any material adverse
development with respect to any litigation, action,
proceeding, or labor controversy described in Section 6.7 or
(y) the commencement of any labor controversy, litigation,
action or proceeding of the type described in Section 6.7,
notice thereof and copies of all documentation relating
thereto;

(g) promptly after the sending or filing thereof,
copies of all reports which the Borrower sends to any of its
securityholders, and all reports and registration statements
which the Borrower or any of its Subsidiaries files with the
Securities and Exchange Commission or any national
securities exchange;

(h) immediately upon becoming aware of the institution
of any steps by the Borrower or any other Person to
terminate any Pension Plan, or the failure to make a
required contribution to any Pension Plan if such failure is
sufficient to give rise to a Lien under section 302(f) of
ERISA, or the taking of any action with respect to a Pension
Plan which could result in the requirement that the Borrower
furnish a bond or other security to the PBGC or such Pension
Plan, or the occurrence of any event with respect to any
Pension Plan which could result in the incurrence by the
Borrower of any material liability, fine or penalty, or any
material increase in the contingent liability of the
Borrower with respect to any post-retirement Welfare Plan
benefit, notice thereof and copies of all documentation
relating thereto; and

(i) such other information respecting the condition or
operations, financial or otherwise, of the Borrower or any
of its Subsidiaries as the Lender may from time to time
reasonably request.

SECTION 7.1.2. Compliance with Laws, etc. The Borrower
will, and will cause each of its Subsidiaries to, comply in all
material respects with all applicable laws, rules, regulations
and orders, such compliance to include (without limitation):

(a) the maintenance and preservation of its corporate
existence and qualification as a foreign corporation, except
where failure to qualify would not have a material adverse
effect on the financial condition, operations, assets,
business, properties or prospects of the Borrower and its
Subsidiaries; and

(b) the payment, before the same become delinquent, of
all taxes, assessments and governmental charges imposed upon
it or upon its property except to the extent being
diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books.

SECTION 7.1.3. Maintenance of Properties. The Borrower
will, and will cause each of its Subsidiaries to, maintain,
preserve, protect and keep its material properties in good
repair, working order and condition, and make necessary and
proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at
all times unless the Borrower determines in good faith that the
continued maintenance of any of its properties is no longer
economically desirable.

SECTION 7.1.4. Insurance. The Borrower will, and will
cause each of its Subsidiaries to, maintain or cause to be
maintained with insurance companies with a Best's rating of at
least A-1 insurance with respect to its properties and business
(including extra expense insurance) against such casualties and
contingencies and of such types and in such amounts as is
customary in the case of similar businesses and will, upon
request of the Lender, furnish to the Lender at reasonable
intervals a certificate of an Authorized Officer of the Borrower
setting forth the nature and extent of all insurance maintained
by the Borrower and its Subsidiaries in accordance with this
Section.

SECTION 7.1.5. Books and Records. The Borrower will, and
will cause each of its Subsidiaries to, keep books and records
which accurately reflect all of its business affairs and
transactions and permit the Lender or any of its representatives,
at reasonable times and intervals, to visit all of its offices,
to discuss its financial matters with its officers and
independent public accountant (and the Borrower hereby authorizes
such independent public accountant to discuss the Borrower's
financial matters with the Lender or its representatives whether
or not any representative of the Borrower is present) and to
examine (and, at the expense of the Borrower, photocopy extracts
from) any of its books or other corporate records. The Borrower
shall pay any fees of such independent public accountant incurred
in connection with the Lender's exercise of its rights pursuant
to this Section; provided, that nothing contained in this
Section 7.1.5 shall require the Borrower or any of its
Subsidiaries to disclose any information received from a borrower
of such Subsidiary in confidence unless permitted and the Lender
shall agree to keep such information confidential.

SECTION 7.1.6. Environmental Covenant. The Borrower will,
and will cause each of its Subsidiaries to,

(a) use and operate all of its facilities and
properties in material compliance with all Environmental
Laws, keep all necessary permits, approvals, certificates,
licenses and other authorizations relating to environmental
matters in effect and remain in material compliance
therewith, and handle all Hazardous Materials in material
compliance with all applicable Environmental Laws;

(b) immediately notify the Lender and provide copies
upon receipt of all material written claims, complaints,
notices or inquiries relating to the condition of its
facilities and properties or compliance with Environmental
Laws, and shall promptly cure and have dismissed with
prejudice to the satisfaction of the Lender any actions and
proceedings relating to compliance with Environmental Laws;
and

(c) provide such information and certifications which
the Lender may reasonably request from time to time to
evidence compliance with this Section 7.1.6.

SECTION 7.2. Negative Covenants. The Borrower agrees
with the Lender that, until the Commitment has terminated and all
Obligations have been paid and performed in full, the Borrower
will perform the obligations set forth in this Section 7.2.

SECTION 7.2.1. Business Activities. The Borrower will
not, and will not permit any of its Subsidiaries to, engage in
any business activity other than activities permitted for bank
holding companies under applicable law.

SECTION 7.2.2. Liens. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume or
suffer to exist any Lien upon any properties, assets or revenues
of the Borrower or any of its Subsidiaries or any capital stock
of any Subsidiary of the Borrower, whether now owned or hereafter
acquired, except:

(a) Liens created or assumed in the ordinary course of
the banking, trust, commercial finance and leasing business
of any Subsidiary or the business of the Borrower;

(b) Liens for taxes not yet payable or being contested
in good faith by appropriate proceedings and for which
reserves in conformity with GAAP with respect thereto have
been provided on the books of the Borrower or its
Subsidiaries, as the case may be;

(c) deposits or pledges to secure the payment of
workmen's compensation, unemployment insurance, old age
pensions or other social security benefits or obligations;

(d) deposits or pledges to secure statutory
obligations or to secure or in lieu of surety, penalty or
appeal bonds;

(e) mechanics', materialmen's, warehousemen's,
carriers or other like Liens arising in the ordinary course
of its business which are not overdue for a period longer
than 30 days, or which are being contested in good faith by
appropriate proceedings;

(f) Liens securing indebtedness incurred after the
date hereof to finance the cost of acquisition, construction
or improvement of any property useful and intended to be
used in carrying out the business of the Borrower or a
Subsidiary; provided, that the Lien shall attach solely to
the property acquired, constructed or improved or to
substantially unimproved real property on which property so
acquired, constructed or improved is located;

(g) Liens on property useful and intended to be used
in carrying out the business of the Borrower or a Subsidiary
which were existing at the time of acquisition of such
property, or at the time of acquisition by the Borrower or a
Subsidiary of any business entity then owning such property,
so long as such Liens were not incurred, extended or renewed
in the contemplation of or in connection with such
acquisition by the Borrower or a Subsidiary; provided, that
such Lien shall attach solely to the property acquired; and

(h) extensions or renewals of Liens permitted by
clauses (f) and (g) above so long as, at the time of such
transaction and after giving effect thereto and to the
application of the proceeds thereof, (x) the aggregate
unpaid principal amount of indebtedness of the Borrower and
its Subsidiaries which is secured pursuant to this clause
(h) and clauses (f) and (g) hereof shall be no greater than
the aggregate unpaid principal amount of such indebtedness
secured pursuant to such clauses immediately preceding such
transaction and (y) such Lien shall attach solely to the
property which was subject thereto immediately preceding
such transaction.

Notwithstanding the foregoing provisions of this Section
7.7.2 the Borrower will not permit, and will not permit any
Subsidiary to cause or permit any Lien on capital stock issued by
a Subsidiary and held by the Borrower or another Subsidiary
except for Liens on capital stock of a corporation acquired after
the Effective Date which corporation, after such acquisition,
would become a Subsidiary; provided that such Liens were existing
at the time of such acquisition and were not incurred, extended
or renewed in contemplation of, or in connection with, such
acquisition.

SECTION 7.2.3. Financial Condition. At any time, the
Borrower will not permit:

(a) Its, or any Bank Subsidiary's capital ratios to be
other than Well Capitalized; and

(b) Its, or any Bank Subsidiary's Non-Performing Ratio
to be greater than 4%.

SECTION 7.2.4. Take or Pay Contracts. The Borrower will
not, and will not permit any of its Subsidiaries to, enter into
or be a party to any material arrangement for the purchase of
materials, supplies, other property or services if such
arrangement by its express terms requires that payment be made by
the Borrower or such Subsidiary regardless of whether such
materials, supplies, other property or services are delivered or
furnished to it.

SECTION 7.2.5. Consolidation, Merger, etc. The Borrower
will not, and will not permit any of its Subsidiaries to,
liquidate or dissolve, consolidate with, or merge into or with,
any other corporation, or purchase or otherwise acquire all or
substantially all of the assets of any Person (or of any division
thereof) except

(a) any such Subsidiary may liquidate or dissolve
voluntarily into, and may merge with and into, the Borrower
or any other Subsidiary, and the assets or stock of any
Subsidiary may be purchased or otherwise acquired by the
Borrower or any other Subsidiary; and

(b) so long as no Default has occurred and is
continuing or would occur after giving effect thereto, the
Borrower or any of its Subsidiaries may purchase all or
substantially all of the assets of any Person, or acquire
such Person by merger.

SECTION 7.2.6. Asset Dispositions, etc. The Borrower will
not, and will not permit any of its Subsidiaries to, sell,
transfer, lease, contribute or otherwise convey, or grant
options, warrants or other rights with respect to, all or any
substantial part of its assets (including accounts receivable and
capital stock of Subsidiaries) to any Person, unless such sale,
transfer, lease, contribution or conveyance is in the ordinary
course of its business or is permitted by Section 7.2.5.

SECTION 7.2.7. Transactions with Affiliates. The Borrower
will not, and will not permit any of its Subsidiaries to, enter
into, or cause, suffer or permit to exist any arrangement or
contract with any of its other Affiliates unless such arrangement
or contract is fair and equitable to the Borrower or such
Subsidiary and is an arrangement or contract of the kind which
would be entered into by a prudent Person in the position of the
Borrower or such Subsidiary with a Person which is not one of its
Affiliates.

SECTION 7.2.8. Negative Pledges, Restrictive Agreements,
etc. The Borrower will not, and will not permit any of its
Subsidiaries to, enter into any agreement (excluding this
Agreement or any other Loan Document) prohibiting

(a) the creation or assumption of any Lien upon its
properties, revenues or assets, whether now owned or
hereafter acquired, or the ability of the Borrower to amend
or otherwise modify this Agreement or any other Loan
Document; or

(b) the ability of any Subsidiary to make any
payments, directly or indirectly, to the Borrower by way of
dividends (except as may be required by law), advances,
repayments of loans or advances, reimbursements of
management and other intercompany charges, expenses and
accruals or other returns on investments, or any other
agreement or arrangement which restricts the ability of any
such Subsidiary to make any payment, directly or indirectly,
to the Borrower.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.1. Listing of Events of Default. Each of the
following events or occurrences described in this Section 8.1
shall constitute an "Event of Default".

SECTION 8.1.1. Non-Payment of Obligations. The Borrower
shall default in the payment or prepayment when due of any
principal of any Loan, or the Borrower shall default (and such
default shall continue unremedied for a period of seven (7) days)
in the payment of any interest on any Loan or any fees or other
Obligation.

SECTION 8.1.2. Breach of Warranty. Any representation or
warranty of the Borrower made or deemed to be made hereunder or
in any other Loan Document or any other writing or certificate
furnished by or on behalf of the Borrower to the Lender for the
purposes of or in connection with this Agreement or any such
other Loan Document (including any certificates delivered
pursuant to Article V) is or shall be incorrect when made in any
material respect.

SECTION 8.1.3. Non-Performance of Other Covenants and
Obligations. The Borrower shall default in the due performance
and observance of any other agreement contained herein or in any
other Loan Document, and such default shall continue unremedied
for a period of thirty (30) days after notice thereof shall have
been given to the Borrower by the Lender.

SECTION 8.1.4. Default on Other Indebtedness. A default
shall occur in the payment when due (subject to any applicable
grace period), whether by acceleration or otherwise, of any
Indebtedness (other than Indebtedness described in Section 8.1.1)
of the Borrower or any of its Subsidiaries exceeding $10,000,000
individually or in the aggregate, or a default shall occur in the
performance or observance of any obligation or condition with
respect to such Indebtedness if the effect of such default is to
accelerate the maturity of any such Indebtedness or such default
shall continue unremedied for any applicable period of time
sufficient to permit the holder or holders of such Indebtedness,
or any trustee or agent for such holders, to cause such
Indebtedness to become due and payable prior to its expressed
maturity.

SECTION 8.1.5. Judgments. Any judgment or order for the
payment of money in excess of $10,000,000 shall be rendered
against the Borrower or any of its Subsidiaries and either

(a) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order; or

(b) there shall be any period of 10 consecutive days
during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not
be in effect.

SECTION 8.1.6. Pension Plans. Any of the following events
shall occur with respect to any Pension Plan:

(a) the institution of any steps by the Borrower, any
member of its Controlled Group or any other Person to
terminate a Pension Plan if, as a result of such
termination, the Borrower or any such member could be
required to make a contribution to such Pension Plan, or
could reasonably expect to incur a liability or obligation
to such Pension Plan, in excess of $10,000,000; or

(b) a contribution failure occurs with respect to any
Pension Plan sufficient to give rise to a Lien under Section
302(f) of ERISA.

SECTION 8.1.7. Control of the Borrower. Any Change in
Control shall occur.

SECTION 8.1.8. Bankruptcy, Insolvency, etc. The Borrower
or any of its Subsidiaries shall

(a) become insolvent or generally fail to pay, or
admit in writing its inability or unwillingness to pay,
debts as they become due;

(b) apply for, consent to, or acquiesce in, the
appointment of a trustee, receiver, sequestrator or other
custodian for the Borrower or any of its Subsidiaries or any
property of any thereof, or make a general assignment for
the benefit of creditors;

(c) in the absence of such application, consent or
acquiescence, permit or suffer to exist the appointment of a
trustee, receiver, sequestrator or other custodian for the
Borrower or any of its Subsidiaries or for a substantial
part of the property of any thereof, and such trustee,
receiver, sequestrator or other custodian shall not be
discharged within 60 days, provided that the Borrower,
hereby expressly authorizes the Lender to appear in any
court conducting any relevant proceeding during such 60-day
period to preserve, protect and defend their rights under
the Loan Documents;

(d) permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case
or proceeding under any bankruptcy or insolvency law, or any
dissolution, winding up or liquidation proceeding, in
respect of the Borrower or any of its Subsidiaries, and, if
any such case or proceeding is not commenced by the Borrower
or such Subsidiary, such case or proceeding shall be
consented to or acquiesced in by the Borrower or such
Subsidiary or shall result in the entry of an order for
relief or shall remain for 60 days undismissed, provided
that the Borrower hereby expressly authorizes the Lender to
appear in any court conducting any such case or proceeding
during such 60-day period to preserve, protect and defend
their rights under the Loan Documents; or

(e) take any action authorizing, or in furtherance of,
any of the foregoing.

SECTION 8.1.9. Material Adverse Effect. There shall be
any material adverse effect on the financial condition,
operations, assets, business, properties or prospects of the
Borrower and its Subsidiaries. An adverse effect will be deemed
material if there is a reasonable likelihood that it would reduce
the Borrower's equity as of any date of determination by 10% or
more below the Borrower's equity as of the end of its most recent
Fiscal Year.

SECTION 8.2. Action if Bankruptcy. If any Event of
Default described in clauses (a) through (d) of Section 8.1.8
shall occur, the Commitment (if not theretofore terminated) shall
automatically terminate and the outstanding principal amount of
all outstanding Loans and all other Obligations shall
automatically be and become immediately due and payable, without
notice or demand.

SECTION 8.3. Action if Other Event of Default. If any
Event of Default (other than any Event of Default described in
clauses (a) through (d) of Section 8.1.8) shall occur for any
reason, whether voluntary or involuntary, and be continuing, the
Lender, shall by notice to the Borrower declare all or any
portion of the outstanding principal amount of the Loans and
other Obligations to be due and payable and/or the Commitment (if
not theretofore terminated) to be terminated, whereupon the full
unpaid amount of such Loans and other Obligations which shall be
so declared due and payable shall be and become immediately due
and payable, without further notice, demand or presentment,
and/or, as the case may be, the Commitment shall terminate.

ARTICLE IX

MISCELLANEOUS PROVISIONS

SECTION 9.1. Waivers, Amendments, etc. The provisions
of this Agreement and of each other Loan Document may from time
to time be amended, modified or waived, if such amendment,
modification or waiver is in writing and consented to by the
Borrower and the Lender. No failure or delay on the part of the
Lender in exercising any power or right under this Agreement or
any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right
preclude any other or further exercise thereof or the exercise of
any other power or right. No notice to or demand on the Borrower
in any case shall entitle it to any notice or demand in similar
or other circumstances. No waiver or approval by the Lender
under this Agreement or any other Loan Document shall, except as
may be otherwise stated in such waiver or approval, be applicable
to subsequent transactions. No waiver or approval hereunder
shall require any similar or dissimilar waiver or approval
thereafter to be granted hereunder.

SECTION 9.2. Notices. All notices and other
communications provided to any party hereto under this Agreement
or any other Loan Document shall be in writing or by facsimile
and addressed, delivered or transmitted to such party at its
address or facsimile number set forth below its signature hereto
or at such other address or facsimile number as may be designated
by such party in a notice to the other parties. Any notice, if
mailed and properly addressed with postage prepaid or if properly
addressed and sent by pre-paid courier service, shall be deemed
given when received; any notice, if transmitted by facsimile,
shall be deemed given when transmitted and confirmed.

SECTION 9.3. Payment of Costs and Expenses. The
Borrower agrees to pay on demand all expenses of the Lender
(including the fees and out-of-pocket expenses of counsel to the
Lender and of local counsel, if any, who may be retained by
counsel to the Lender) in connection with

(a) the negotiation, preparation, execution and
delivery of this Agreement and of each other Loan Document,
including schedules and exhibits, and any amendments,
waivers, consents, supplements or other modifications to
this Agreement or any other Loan Document as may from time
to time hereafter be required, whether or not the
transactions contemplated hereby are consummated, and

(b) the preparation and review of the form of any
document or instrument relevant to this Agreement or any
other Loan Document.

The Borrower further agrees to pay, and to save the Lender
harmless from all liability for, any stamp or other taxes which
may be payable in connection with the execution or delivery of
this Agreement, the borrowings hereunder, or the issuance of the
Note. The Borrower also agrees to reimburse the Lender upon
demand for all reasonable out-of-pocket expenses (including
attorneys' fees and legal expenses) incurred by the Lender in
connection with (x) the negotiation of any restructuring or
"work-out", whether or not consummated, of any Obligations and
(y) the enforcement of any Obligations.

SECTION 9.4. Indemnification. In consideration of the
execution and delivery of this Agreement by the Lender and the
extension of the Commitment, the Borrower hereby indemnifies,
exonerates and holds the Lender and its officers, directors,
employees and agents (collectively, the "Indemnified Parties")
free and harmless from and against any and all actions, causes of
action, suits, losses, costs, liabilities and damages, and
expenses incurred in connection therewith (irrespective of
whether any such Indemnified Party is a party to the action for
which indemnification hereunder is sought), including reasonable
attorneys' fees and disbursements (collectively, the "Indemnified
Liabilities"), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to

(a) any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds
of any Loan;

(b) the entering into and performance of this
Agreement and any other Loan Document by any of the
Indemnified Parties (including any action brought by or on
behalf of the Borrower as the result of any determination by
the Lender pursuant to Article V not to fund any Borrowing);

(c) any investigation, litigation or proceeding
related to any acquisition or proposed acquisition by the
Borrower or any of its Subsidiaries of all or any portion of
the stock or assets of any Person, whether or not the Lender
is party thereto;

(d) any investigation, litigation or proceeding
related to any environmental cleanup, audit, compliance or
other matter relating to the protection of the environment
or the Release by the Borrower or any of its Subsidiaries of
any Hazardous Material; or

(e) the presence on or under, or the escape, seepage,
leakage, spillage, discharge, emission, discharging or
releases from, any real property owned or operated by the
Borrower or any Subsidiary thereof of any Hazardous Material
(including any losses, liabilities, damages, injuries,
costs, expenses or claims asserted or arising under any
Environmental Law), regardless of whether caused by, or
within the control of, the Borrower or such Subsidiary,

except for any such Indemnified Liabilities arising for the
account of a particular Indemnified Party by reason of the
relevant Indemnified Party's gross negligence or wilful
misconduct. If and to the extent that the foregoing undertaking
may be unenforceable for any reason, the Borrower hereby agrees
to make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under
applicable law.

SECTION 9.5. Survival. The obligations of the Borrower
under Sections 4.3, 4.4, 4.5, 4.6, 9.3 and 9.4, shall in each
case survive any termination of this Agreement, the payment in
full of all Obligations and the termination of the Commitment.
The representations and warranties made by the Borrower in this
Agreement and in each other Loan Document shall survive the
execution and delivery of this Agreement and each such other Loan
Document.

SECTION 9.6. Severability. Any provision of this
Agreement or any other Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or such Loan Document or
affecting the validity or enforceability of such provision in any
other jurisdiction.

SECTION 9.7. Headings. The various headings of this
Agreement and of each other Loan Document are inserted for
convenience only and shall not affect the meaning or
interpretation of this Agreement or such other Loan Document or
any provisions hereof or thereof.

SECTION 9.8. Execution in Counterparts, Effectiveness,
etc. This Agreement may be executed by the parties hereto in
several counterparts, each of which shall be executed by the
Borrower and the Lender and be deemed to be an original and all
of which shall constitute together but one and the same
agreement. This Agreement shall become effective when
counterparts hereof executed on behalf of the Borrower and the
Lender (or notice thereof satisfactory to the Lender) shall have
been received by the Lender and notice thereof shall have been
given by the Lender to the Borrower.

SECTION 9.9. Governing Law; Entire Agreement. THIS
AGREEMENT AND THE NOTE SHALL EACH BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
This Agreement and the Note constitute the entire understanding
among the parties hereto with respect to the subject matter
hereof and supersede any prior agreements, written or oral, with
respect thereto.

SECTION 9.10. Successors and Assigns. This Agreement
shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns;
provided, however, that the Borrower may not assign or transfer
its rights or obligations hereunder without the prior written
consent of the Lender.

SECTION 9.11. Participations. The Lender may, with the
consent of the Borrower (such consent not to be unreasonably
withheld), sell to one or more commercial banks or other Persons
(each of such commercial banks and other Persons being herein
called a "Participant") participating interests in any of the
Loans, its Commitment, or other interests of the Lender
hereunder; provided, however, that

(a) no participation contemplated in this Section 9.11
shall relieve the Lender from its Commitment or its other
obligations hereunder or under any other Loan Document,

(b) the Lender shall remain solely responsible for the
performance of its Commitment and such other obligations,

(c) the Borrower and the Lender shall continue to deal
solely and directly with the Lender in connection with the
Lender's rights and obligations under this Agreement and
each of the other Loan Documents,

(d) no Participant, unless such Participant is an
Affiliate of the Lender, shall be entitled to require the
Lender to take or refrain from taking any action hereunder
or under any other Loan Document, except that the Lender may
agree with any Participant that the Lender will not, without
such Participant's consent, take any actions of the type
described in clause (b) or (c) of Section 9.1, and

(e) the Borrower shall not be required to pay any
amount under Section 4.6 that is greater than the amount
which it would have been required to pay had no
participating interest been sold.

The Borrower acknowledges and agrees that each Participant, for
purposes of Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 10.3 and 10.4,
shall be considered a Lender.

SECTION 9.12. Other Transactions. Nothing contained
herein shall preclude the Lender from engaging in any
transaction, in addition to those contemplated by this Agreement
or any other Loan Document, with the Borrower or any of its
Affiliates in which the Borrower or such Affiliate is not
restricted hereby from engaging with any other Person.

SECTION 9.13. Consent to Jurisdiction. THE BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF
THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE
PURPOSE OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER,
OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE LENDER AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. THE BORROWER FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR
BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES
SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.

SECTION 9.14. Waiver of Jury Trial. THE LENDER AND THE
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE BORROWER. THE
BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER
ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized as of the day and year first above written.

FOURTH FINANCIAL CORPORATION

By:________________________________
Title:__________________________

Address: 100 North Broadway
Wichita, Kansas 67202

Facsimile No.: (316) 261-4680

Attention: Michael J. Shonka
Chief Financial Officer

With a copy to: William Rainey
General Counsel

CONTINENTAL BANK

By:________________________________
Title:__________________________

Address: 231 South LaSalle Street
Chicago, Illinois 60697

Facsimile No.: (312) 987-6982

Attention: Geoffrey R. Waters
Vice President

SCHEDULE I

DISCLOSURE SCHEDULE

ITEM 6.7 Litigation.

NONE

ITEM 6.8 Existing Subsidiaries.

State of Ownership Business
Name Incorporation % Description

SEE FOLLOWING TABLE

Name State or Jurisdiction
- ------- ---------------------
Subsidiaries of Registrant
--------------------------
BANK IV Kansas, National Association United States
BANK IV Oklahoma, National Association United States
IV Commercial Acquisition, Inc. Kansas
Fourth Financial Insurance Company Arizona
BANK IV Financial Services, Inc. Kansas
Southgate Trust Company Kansas
Fourth Investment Advisors, Inc. Oklahoma
BANK IV Community Development Corporation Kansas

Subsidiaries of BANK IV Kansas
------------------------------
OA Management, Inc. Kansas
CSI Holdings, Inc. Kansas
Townsite Plaza Development, Inc. Kansas
BANC IV Investments, Inc. Kansas
First AG Credit Corporation Kansas
Southwest, Inc. Kansas

Subsidiaries of BANK IV Oklahoma
--------------------------------
Quatro, Inc. Oklahoma
Health Concepts Recovery Centers, Inc. Oklahoma

Subsidiaries of Commercial Acquisitions, Inc.
--------------------------------------------
IV CB&T-Tulsa Holdings, Inc. Oklahoma

ITEM 6.11 Employee Benefit Plans.

NONE

EXHIBIT A

FORM OF NOTE

$50,000,000 July 1, 1994

FOR VALUE RECEIVED, the undersigned, FOURTH FINANCIAL
CORPORATION, a Kansas corporation (the "Borrower"), promises to
pay to the order of CONTINENTAL BANK (the "Lender") on the
Commitment Termination Date (as defined in the Credit Agreement
referred to below) the principal sum of FIFTY MILLION DOLLARS
($50,000,000) or, if less, the aggregate unpaid principal amount
of all Loans shown on the schedule attached hereto (and any
continuation thereof) made by the Lender pursuant to that certain
Credit Agreement, dated as of July 1, 1994 (together with all
amendments and other modifications, if any, from time to time
thereafter made thereto, the "Credit Agreement"), between the
Borrower and Continental Bank.

The Borrower also promises to pay interest, at the rates per
annum and on the dates specified in the Credit Agreement, on the
unpaid principal amount hereof from time to time outstanding from
the date hereof until maturity (whether by acceleration or
otherwise) and, after maturity, until paid.

Payments of both principal and interest are to be made in
lawful money of the United States of America in same day or
immediately available funds to the account designated by the
Lender pursuant to the Credit Agreement.

This Note is the Note referred to in, and evidences
Indebtedness incurred under, the Credit Agreement, to which
reference is made for a description of the terms and conditions
on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness
evidenced by this Note and on which such Indebtedness may be
declared to be immediately due and payable. Unless otherwise
defined, terms used herein have the meanings provided in the
Credit Agreement.

All parties hereto, whether as makers, endorsers, or
otherwise, severally waive presentment for payment, demand,
protest and notice of dishonor.

THIS NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF ILLINOIS.

FOURTH FINANCIAL CORPORATION

By:_____________________________
Name:________________________
Title:_______________________

LOANS AND PRINCIPAL PAYMENTS

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

Amount of Unpaid
Amount of Principal Principal
Loan Made Repaid Balance
-------------------- Interest -------------------- --------------------
Reference LIBOR Period (if Reference LIBOR Reference LIBOR Notation
Date Rate Rate applicable) Rate Rate Rate Rate Total Made By
- ---- --------- ---------- ----------- --------- ---------- --------- ---------- ----- --------

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

EXHIBIT B

FORM OF
BORROWING REQUEST

Continental Bank
231 S. LaSalle Street
Chicago, Illinois 60697

Attention: ____________________

FOURTH FINANCIAL CORPORATION
----------------------------

Gentlemen/Ladies:

This Borrowing Request is delivered to you pursuant to
Sections 2.3 and 5.2.2 of the Credit Agreement, dated as of
July 1, 1994 (together with all amendments, if any, from time to
time made thereto, the "Credit Agreement"), between Fourth
Financial Corporation, a Kansas corporation (the "Borrower") and
Continental Bank (the "Lender"). Unless otherwise defined herein
or the context otherwise requires, terms used herein have the
meanings provided in the Credit Agreement.

The Borrower hereby requests that a Loan be made in the
aggregate principal amount of $__________ on __________, 19___ as
a [LIBOR Loan having an Interest Period of _______ months]
[Reference Rate Loan].

The Borrower hereby acknowledges that, pursuant to Section
5.2.2 of the Credit Agreement, each of the delivery of this
Borrowing Request and the acceptance by the Borrower of the
proceeds of the Loan requested hereby constitute a representation
and warranty by the Borrower that, on the date of such Loan, and
before and after giving effect thereto and to the application of
the proceeds therefrom, all statements set forth in Section 5.2.1
are true and correct in all material respects.

The Borrower agrees that if prior to the time of the
Borrowing requested hereby any matter certified to herein by it
will not be true and correct at such time as if then made, it
will immediately so notify the Lender. Except to the extent, if
any, that prior to the time of the Borrowing requested hereby the
Lender shall receive written notice to the contrary from the
Borrower, each matter certified to herein shall be deemed once
again to be certified as true and correct at the date of such
Borrowing as if then made.

Please wire transfer the proceeds of the Borrowing to the
accounts of the following persons at the financial institutions
indicated respectively:

Person to be Paid
Amount to be ---------------------------- Name, Address,etc.
Transferred Name Account No. of Transferee Lender
- ----------- ---- ----------- --------------------

$___________ ____________ __________ ____________________
____________________
Attention:_________

Balance of The Borrower ___________ ____________________
such proceeds ____________________
Attention:_________

The Borrower has caused this Borrowing Request to be
executed and delivered, and the certification and warranties
contained herein to be made, by its duly Authorized Officer this
___ day of ___________, 19___.

FOURTH FINANCIAL CORPORATION

By:_______________________________

Name:__________________________

Title:_________________________

EXHIBIT C

FORM OF
CONVERSION NOTICE

Continental Bank
231 S. LaSalle Street
Chicago, IL 60697

Attention: ________________

FOURTH FINANCIAL CORPORATION
----------------------------

Gentlemen/Ladies:

This Conversion Notice is delivered to you pursuant to
Section 2.4 of the Credit Agreement, dated as of July 1, 1994
(together with all amendments, if any, from time to time made
thereto, the "Credit Agreement"), between Fourth Financial
Corporation, a Kansas corporation (the "Borrower") and
Continental Bank (the "Lender"). Unless otherwise defined herein
or the context otherwise requires, terms used herein have the
meanings provided in the Credit Agreement.

The Borrower hereby requests that on ____________, 19___,

(1) $___________ of the presently outstanding
principal amount of the Loans originally made on __________,
19___ [and $__________ of the presently outstanding
principal amount of the Loans originally made on __________,
19___],

(2) and all presently being maintained as [Reference
Rate Loans] [LIBOR Loans],

(3) be converted into,

(4) [LIBOR Loans having an Interest Period of ______
months] [Reference Rate Loans].

The Borrower hereby:

(a) certifies and warrants that no Default has
occurred and is continuing; and

(b) agrees that if prior to the time of such
conversion any matter certified to herein by it will not be
true and correct at such time as if then made, it will
immediately so notify the Lender.

Except to the extent, if any, that prior to the time of the
conversion requested hereby the Lender shall receive written
notice to the contrary from the Borrower, each matter certified
to herein shall be deemed to be certified at the date of such
conversion as if then made.

The Borrower has caused this Conversion Notice to be
executed and delivered, and the certification and warranties
contained herein to be made, by its Authorized Officer this ___
day of _________, 19___.

FOURTH FINANCIAL CORPORATION

By:_______________________________

Name:__________________________

Title:_________________________

EXHIBIT D

Form of Opinion of Counsel to Borrower

July 1, 1994

Continental Bank
231 South LaSalle Street
Chicago, Illinois 60697

Re: Fourth Financial Corporation
----------------------------

Ladies/Gentlemen:

I am General Counsel to Fourth Financial Corporation, a
Kansas corporation (the "Borrower") and I am delivering this
opinion to you pursuant to Section 5.1.3 of the Credit Agreement
dated as of July 1, 1994 (the "Credit Agreement"), between the
Borrower and Continental Bank (the "Lender"). Terms used herein
and defined in the Credit Agreement shall have the respective
meanings set forth in the Credit Agreement, unless otherwise
defined herein.

In connection with this opinion, I have examined executed
copies of the Credit Agreement and the Note, executed and
delivered pursuant thereto, and such corporate documents and
records of the Borrower, certificates of public officials and
officers of the Borrower and other documents as I have deemed
necessary or appropriate for the purpose of this opinion. In
stating this opinion, I have assumed the genuineness of all
signatures of, and the authority of, persons signing the Credit
Agreement on behalf of parties thereto other than the Borrower,
the authenticity of all documents submitted as originals and the
conformity to authentic original documents of all documents
submitted as certified, conformed or photostatic copies.

Based upon the foregoing, I am of the opinion that:

1. The Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Kansas, and each Subsidiary of the Borrower is a corporation duly
organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation. The Borrower and each
of its Subsidiaries has the power to own its assets and to
transact the business in which it is presently engaged and is
duly qualified to do business and in good standing under the laws
of each jurisdiction in which the failure to qualify would have a
material adverse effect upon the condition, financial or
otherwise of the Borrower or any of its Subsidiaries. The
Borrower is a bank holding company duly registered with the Board
of Governors of the Federal Reserve System under the Bank Holding
Company Act of 1956, as amended.

2. The Borrower has the corporate power to execute,
deliver and carry out its obligations under the Credit Agreement
and the Note and to borrow under the Credit Agreement. The
Borrower has taken all necessary corporate action to authorize
the borrowings under the Credit Agreement on the terms and
conditions of the Credit Agreement and to authorize the
execution, delivery and performance of the Credit Agreement and
the Note. No consent of any other party (including stockholders
of the Borrower), and no consent, license, approval or
authorization of, or registration or declaration with, any
governmental body, authority, bureau or agency is required in
connection with the execution, delivery and performance of the
Credit Agreement and the Note.

3. The execution, delivery and performance of the Credit
Agreement and the Note, and the use of the proceeds of the
borrowings pursuant to the Credit Agreement, will not violate any
provision of any applicable law or regulation, or of any order,
judgment, award or decree of any court or governmental
instrumentality, or of the Certificate of Incorporation or By-
Laws of the Borrower, or, to the best of my knowledge, result in
a breach of or constitute a default under any mortgage,
partnership agreement, indenture, contract, agreement or other
undertaking to which the Borrower is a party or which purports to
be binding upon the Borrower or any of its assets, and will not
result in the creation or imposition of any Lien on any of the
assets of the Borrower.

4. To the best of my knowledge, there are no actions,
suits or proceedings pending or, to the best of my knowledge,
threatened against or affecting the Borrower or any of its
Subsidiaries or any of their respective properties or revenues,
at law or in equity or before any governmental body, which (i)
would materially adversely affect the financial condition,
operations, assets, business, properties or prospects of the
Borrower or such Subsidiary or (ii) relate to any of the
transactions contemplated by the Credit Agreement.

5. The Credit Agreement has been, and, upon the execution
and delivery thereof, the Note will be, duly executed and
delivered by the Borrower. The Credit Agreement constitutes,
and, when executed and delivered by the Borrower, the Note will
constitute, legal, valid and binding obligations of the Borrower,
enforceable in accordance with their terms.

6. The Borrower is not an "investment company" or a
company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

7. To the best of my knowledge, the Borrower is not under
investigation by, or operating under any restrictions (applicable
specifically to the Borrower) imposed by, any regulatory
authority.

8. To the best of my knowledge, the Borrower is in
compliance with all material requirements of the Bank Holding
Company Act of 1956, as amended, and with existing regulations of
the Board of Governors of the Federal Reserve System relating to
bank holding companies.

The opinions expressed above are subject to the following
limitations, qualifications and exceptions:

a. The legality, validity and enforceability of any rights
and remedies provided in the Credit Agreement and the
Note are subject to exceptions provided by bankruptcy,
insolvency, reorganization, receivership, moratorium,
assignment for the benefit of creditors' laws or
similar laws now or hereafter in effect affecting the
validity, legality and binding effect and
enforceability of creditors' rights generally,
including, without limitation, the effect of statutory
or other laws regarding fraudulent conveyances or
preferential transfers; and

b. Specific performance, injunctive relief or other
traditional equitable remedies may not be available as
being subject to the discretion of the court before
which any proceeding therefor may be brought.

I am a member of the Bar of the State of Kansas, and express
no opinion with respect to the laws of any jurisdiction other
than the State of Kansas and the federal laws of the United
States of America. Notwithstanding the preceding sentence,
insofar as the opinions expressed herein relate to matters which
are governed by the laws of the State of Illinois, I have
assumed, without independent investigation, that such laws are
identical to the laws of the State of Kansas.

This opinion is rendered to you and is solely for the
benefit of you and your counsel in connection with the above
transaction. This opinion may not be relied upon by you for any
other purpose or furnished to, quoted to or relied upon by any
other person, firm or corporation for any purpose without my
prior written consent.

Very truly yours,

William Rainey, Esq.

EXHIBIT E

FORM OF
COMPLIANCE CERTIFICATE

_________________, ____

Continental Bank
231 South LaSalle Street
Chicago, Illinois 60697

Re: Credit Agreement dated as of July 1, 1994 (the "Credit
Agreement") between Fourth Financial Corporation and
Continental Bank
------------------------------------------------------

Please refer to Section 7.1.1 of the Credit Agreement.
Capitalized terms used herein have the meanings given such terms
in the Credit Agreement.

The Borrower hereby certifies and warrants to the Lender,
with respect to the Fiscal Quarter ended _____________, ____, as
follows:

(A) The following is the true and correct computation of
whether the Borrower is Well Capitalized as of the end
of such Fiscal Quarter:

1. i. Tier One Capital $_____________

ii. Tier Two Capital $_____________

iii. Tier One Capital plus
Tier Two Capital
(i plus ii) $_____________

iv. Risk Weighted Assets $_____________

v. Ratio of iii to iv ______________%

vi. Required ratio 10%

2. i. Tier One Capital $_____________

ii. Risk Weighted Assets $_____________

iii. Ratio of i to ii ______________%

iv. Required ratio 6%

3. i. Tier One Capital $_____________

ii. Adjusted total assets $_____________

iii. Ratio of i to ii ______________%

iv. Required ratio 5%

4. The Borrower is not subject to any order or
final capital directive by the Federal Reserve
to meet and maintain a specific capital level
for any capital measure.

(B) The following is the true and correct computation of
whether Bank IV Kansas N.A. is Well Capitalized as of
the end of such Fiscal Quarter:

1. i. Tier One Capital $_____________

ii. Tier Two Capital $_____________

iii. Tier One Capital plus
Tier Two Capital
(i plus ii) $_____________

iv. Risk Weighted Assets $_____________

v. Ratio of iii to iv ______________%

vi. Required ratio 10%

2. i. Tier One Capital $_____________

ii. Risk Weighted Assets $_____________

iii. Ratio of i to ii ______________%

iv. Required ratio 6%

3. i. Tier One Capital $_____________

ii. Adjusted total assets $_____________

iii. Ratio of i to ii ______________%

iv. Required ratio 5%

4. Bank IV Kansas N.A. is not subject to any order
or final capital directive by the Federal
Reserve to meet and maintain a specific capital
level for any capital measure.

(C) The following is the true and correct computation of
whether Bank IV Oklahoma N.A. is Well Capitalized as of
the end of such Fiscal Quarter:

1. i. Tier One Capital $_____________

ii. Tier Two Capital $_____________

iii. Tier One Capital plus
Tier Two Capital
(i plus ii) $_____________

iv. Risk Weighted Assets $_____________

v. Ratio of iii to iv ______________%

vi. Required ratio 10%

2. i. Tier One Capital $_____________

ii. Risk Weighted Assets $_____________

iii. Ratio of i to ii ______________%

iv. Required ratio 6%

3. i. Tier One Capital $_____________

ii. Adjusted total assets $_____________

iii. Ratio of i to ii ______________%

iv. Required ratio 5%

4. Bank IV Oklahoma N.A. is not subject to any
order or final capital directive by the Federal
Reserve to meet and maintain a specific capital
level for any capital measure.

(D) The following is the true and correct computation of
the Non-Performing Ratio of Borrower as of the end of
such Fiscal Quarter:

i. Non-Performing Assets $_____________

ii. Total Loans $_____________

iii. Other Real Estate Owned $_____________

iv. Total Loans plus
Other Real Estate Owned
(ii. plus iii.) $_____________

v. Non-Performing Ratio
(i. divided by iv.) ______________%

vi. Required Non-Performing
Ratio 4%

(E) The following is the true and correct computation of
the Non-Performing Ratio of Bank IV Kansas N.A. as of
the end of such Fiscal Quarter:

i. Non-Performing Assets $_____________

ii. Total Loans $_____________

iii. Other Real Estate Owned $_____________

iv. Total Loans plus
Other Real Estate Owned
(ii. plus iii.) $_____________

v. Non-Performing Ratio
(i. divided by iv.) ______________%

vi. Required Non-Performing
Ratio 4%

(F) The following is the true and correct computation of
the Non-Performing Ratio of Bank IV Oklahoma N.A. as of
the end of such Fiscal Quarter:

i. Non-Performing Assets $_____________

ii. Total Loans $_____________

iii. Other Real Estate Owned $_____________

iv. Total Loans plus
Other Real Estate Owned
(ii. plus iii.) $_____________

v. Non-Performing Ratio
(i. divided by iv.) ______________%

vi. Required Non-Performing
Ratio 4%

(G) As of the end of such Fiscal Quarter, no Default has
occurred and is continuing.

IN WITNESS WHEREOF, the Borrower has caused this Certificate
to be executed by its chief financial Authorized Officer as of
the date first above written.

FOURTH FINANCIAL CORPORATION

By:
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Name:
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Title:
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