Exhibit 1.1


                           FIRST STATE BANCORPORATION

                           (a New Mexico corporation)

                        2,100,000 Shares of Common Stock

                                 (No Par Value)

                               PURCHASE AGREEMENT

                                                                 August   , 2002

KEEFE, BRUYETTE & WOODS, INC.
STIFEL, NICOLAUS & COMPANY, INCORPORATED
D.A. DAVIDSON & CO.
c/o Keefe, Bruyette & Woods, Inc.
   as Representative of the several Underwriters
787 7th Avenue, 4th Floor
New York, New York 10019

Ladies and Gentlemen:

     First State Bancorporation, a New Mexico corporation (the "Company"),
confirms its agreement (this "Agreement") with Keefe, Bruyette & Woods, Inc.
("Keefe Bruyette") and each of the other underwriters named in Schedule A hereto
(collectively, the "Underwriters", which term shall also include any underwriter
substituted as hereinafter provided in Section 10 hereof), for whom Keefe
Bruyette, Stifel, Nicolaus & Company, Incorporated and D.A. Davidson & Co. are
acting as representatives (in such capacity, the "Representatives"), with
respect to (i) the sale by the Company and the purchase by the Underwriters,
acting severally and not jointly, of the respective numbers of shares of Common
Stock, no par value, of the Company ("Common Stock") set forth in Schedule A
hereto and (ii) the grant by the Company to the Underwriters, acting severally
and not jointly, of the option described in Section 2(b) hereof to purchase all
or any part of 315,000 additional shares of Common Stock to cover
over-allotments, if any. The aforesaid 2,100,000 shares of Common Stock (the
"Initial Securities") to be purchased by the Underwriters and all or any part of
the 315,000 shares of Common Stock subject to the option described in Section
2(b) hereof (the "Option Securities") are hereinafter called, collectively, the
"Securities."

     The proceeds from the offering of Securities will provide a portion of the
funding for the merger (the "Merger") of First Community Industrial Bank, an
industrial bank incorporated under the laws of the State of Colorado ("FCIB"),
with and into First State Bank of Taos, a New Mexico state chartered bank and a
wholly owned subsidiary of the Company (the "Bank"), pursuant to an Agreement
and Plan of Merger (the "Merger Agreement") dated as of May 22, 2002.

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     The Company understands that the Underwriters propose to make a public
offering (the "Offering") of the Securities as soon as Keefe Bruyette deems
advisable after this Agreement has been executed and delivered.

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-91896) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will either
(i) prepare and file a prospectus in accordance with the provisions of Rule 430A
("Rule 430A") of the rules and regulations of the Commission under the 1933 Act
(the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of
the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule
434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a
"Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The
information included in such prospectus or in such Term Sheet, as the case may
be, that was omitted from such registration statement at the time it became
effective but that is deemed to be part of such registration statement at the
time it became effective (i) pursuant to paragraph (b) of Rule 430A is referred
to as "Rule 430A Information" or (ii) pursuant to paragraph (d) of Rule 434 is
referred to as "Rule 434 Information." Each prospectus used before such
registration statement became effective, and any prospectus that omitted, as
applicable, the Rule 430A Information or the Rule 434 Information, that was used
after such effectiveness and prior to the execution and delivery of this
Agreement, is herein called a "preliminary prospectus." Such registration
statement, including the exhibits thereto, schedules thereto, if any, and the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, at the time it became effective and including the Rule 430A
Information and the Rule 434 Information, as applicable, is herein called the
"Registration Statement." Any registration statement filed pursuant to Rule
462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b)
Registration Statement," and after such filing the term "Registration Statement"
shall include the Rule 462(b) Registration Statement. The final prospectus,
including the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for
use in connection with the offering of the Securities is herein called the
"Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the
preliminary prospectus dated _____, 2002 together with the Term Sheet and all
references in this Agreement to the date of the Prospectus shall mean the date
of the Term Sheet. For purposes of this Agreement, all references to the
Registration Statement, any preliminary prospectus, the Prospectus or any Term
Sheet or any amendment or supplement to any of the foregoing shall be deemed to
include the copy filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR").

     All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to mean and include the filing of
any document under the Securities Exchange Act of 1934, as amended (the "1934
Act"), which is incorporated by reference in the Registration Statement, such
preliminary prospectus or the Prospectus, as the case may be.

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     SECTION 1. Representations and Warranties.

     (a) Representations and Warranties by the Company. The Company represents
and warrants to each Underwriter as of the date hereof, as of the Closing Time
(as defined in Section 2(c) hereof) and as of each Date of Delivery (if any)
referred to in Section 2(b) hereof, and agrees with each Underwriter, as
follows:

          (i) Compliance with Registration Requirements. The Company meets the
     requirements for use of Form S-3 under the 1933 Act. Each of the
     Registration Statement and any Rule 462(b) Registration Statement has
     become effective under the 1933 Act and no stop order suspending the
     effectiveness of the Registration Statement or any Rule 462(b) Registration
     Statement has been issued under the 1933 Act and no proceedings for that
     purpose have been instituted or are pending or, to the knowledge of the
     Company, are contemplated by the Commission, and any request on the part of
     the Commission for additional information has been complied with.

          At the respective times the Registration Statement, any Rule 462(b)
     Registration Statement and any post-effective amendments thereto became
     effective and at the Closing Time (and, if any Option Securities are
     purchased, at the Date of Delivery), the Registration Statement, the Rule
     462(b) Registration Statement and any amendments and supplements thereto
     complied and will comply in all material respects with the requirements of
     the 1933 Act and the 1933 Act Regulations and did not and will not contain
     an untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading. Neither the Prospectus nor any amendments or supplements
     thereto, at the time the Prospectus or any such amendment or supplement was
     issued and at the Closing Time (and, if any Option Securities are
     purchased, at the Date of Delivery), included or will include an untrue
     statement of a material fact or omitted or will omit to state a material
     fact necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. If Rule 434 is
     used, the Company will comply with the requirements of Rule 434. The
     representations and warranties in this subsection shall not apply to
     statements in or omissions from the Registration Statement or Prospectus
     made in reliance upon and in conformity with information furnished to the
     Company in writing by any Underwriter through Keefe Bruyette expressly for
     use in the Registration Statement or Prospectus.

          Each preliminary prospectus and the prospectus filed as part of the
     Registration Statement as originally filed or as part of any amendment
     thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
     filed, in all material respects, with the 1933 Act Regulations and each
     preliminary prospectus and the Prospectus delivered to the Underwriters for
     use in connection with the Offering was identical to the electronically
     transmitted copies thereof filed with the Commission pursuant to EDGAR,
     except to the extent permitted by Regulation S-T.

          (ii) Incorporated Documents. The documents incorporated or deemed to
     be incorporated by reference in the Registration Statement and the
     Prospectus, at the time they were or hereafter are filed with the
     Commission, complied and will comply in all material respects with the
     requirements of the 1934 Act and the rules and regulations of the
     Commission thereunder (the "1934 Act Regulations"), and, when read together
     with the other information in the Prospectus, at

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     the time the Registration Statement became effective, at the time the
     Prospectus was issued and at the Closing Time (and, if any Option
     Securities are purchased, at the Date of Delivery), did not and will not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading.

          (iii) Independent Accountants. The accountants who certified the
     financial statements and supporting schedules of the Company included or
     incorporated by reference in the Registration Statement are independent
     public accountants as required by the 1933 Act and the 1933 Act
     Regulations. To the knowledge of the Company, the accountants who certified
     the financial statements and supporting schedules of FCIB included or
     incorporated by reference in the Registration Statement are independent
     public accountants as required by the 1933 Act and the 1933 Act
     Regulations.

          (iv) Financial Statements. The financial statements of the Company
     included or incorporated by reference in the Registration Statement and the
     Prospectus, together with the related schedules and notes, present fairly
     the financial position of the Company and its consolidated subsidiaries at
     the dates indicated and the statement of operations, stockholders' equity
     and cash flows of the Company and its consolidated subsidiaries for the
     periods specified; said financial statements have been prepared in
     conformity with United States generally accepted accounting principles
     ("GAAP") applied on a consistent basis throughout the periods involved. The
     supporting schedules, if any, included or incorporated by reference in the
     Registration Statement present fairly in accordance with GAAP the
     information required to be stated therein. To the knowledge of the Company,
     the financial statements of FCIB included in the Registration Statement and
     the Prospectus, together with the related schedules and notes, present
     fairly the financial position of FCIB at the dates indicated and the
     statement of operations, stockholders' equity and cash flows of FCIB for
     the periods specified; said financial statements have been prepared in
     conformity with GAAP applied on a consistent basis throughout the periods
     involved. To the knowledge of the Company, the supporting schedules, if
     any, of FCIB included in the Registration Statement present fairly in
     accordance with GAAP the information required to be stated therein. The
     selected financial data and the summary financial information included in
     the Prospectus present fairly the information about the Company shown
     therein and have been compiled on a basis consistent with that of the
     audited financial statements incorporated by reference in the Registration
     Statement. To the knowledge of the Company, the selected financial data and
     the summary financial information included in the Prospectus present fairly
     the information about FCIB shown therein and have been compiled on a basis
     consistent with that of the audited financial statements included in the
     Registration Statement. The pro forma financial statements and the related
     notes thereto included in the Registration Statement and the Prospectus
     present fairly the information shown therein, have been prepared in
     accordance with the Commission's rules and guidelines with respect to pro
     forma financial statements and have been compiled on the bases described
     therein, and the assumptions used in the preparation thereof are reasonable
     and the adjustments used therein are appropriate to give effect to the
     transactions and circumstances referred to therein.

          (v) No Material Adverse Change in Business. Since the respective dates
     as of which information is given in the Registration Statement and the
     Prospectus, except as otherwise stated therein, (A) there has been no
     material adverse change in the condition, financial or otherwise, or

                                       4



     in the earnings, business affairs or business prospects of the Company and
     the Bank considered as one enterprise, whether or not arising in the
     ordinary course of business (a "Material Adverse Effect"), (B) there have
     been no transactions entered into by the Company or the Bank, other than
     those in the ordinary course of business, which are material with respect
     to the Company and the Bank considered as one enterprise, and (C) except
     for regular quarterly dividends on the Common Stock in amounts per share
     that are consistent with past practice, there has been no dividend or
     distribution of any kind declared, paid or made by the Company on any class
     of its capital stock.

          (vi) Good Standing of the Company. The Company has been duly organized
     and is validly existing as a corporation in good standing under the laws of
     the State of New Mexico and has corporate power and authority to own, lease
     and operate its properties and to conduct its business as described in the
     Prospectus and to enter into and perform its obligations under this
     Agreement; and the Company is duly qualified as a foreign corporation to
     transact business and is in good standing in each other jurisdiction in
     which such qualification is required, whether by reason of the ownership or
     leasing of property or the conduct of business, except where the failure so
     to qualify or to be in good standing would not, singly or in the aggregate,
     result in a Material Adverse Effect. The Company is registered as a bank
     holding company under the Bank Holding Company Act of 1956, as amended.

          (vii) Good Standing of the Bank. The Bank is the only "significant
     subsidiary" of the Company (as such term is defined in Rule 1-02 of
     Regulation S-X). The Bank has been duly organized and is validly existing
     as a state chartered bank in good standing under the laws of the State of
     New Mexico, has corporate power and authority to own, lease and operate its
     properties and to conduct its business as described in the Prospectus and
     is not required to be qualified as a foreign corporation in any
     jurisdiction; except as otherwise disclosed in the Registration Statement,
     all of the issued and outstanding capital stock of the Bank has been duly
     authorized and validly issued, is fully paid and non-assessable and is
     owned directly by the Company, free and clear of any security interest,
     mortgage, pledge, lien, encumbrance, claim or equity; none of the
     outstanding shares of capital stock of the Bank was issued in violation of
     the preemptive or similar rights of any securityholder of the Bank. The
     Company has no direct or indirect subsidiaries other than the Bank and
     other than Going, Inc., which is inactive and has no assets, properties,
     operations or liabilities (whether known or unknown, absolute or
     contingent, disclosed or undisclosed or existing or inchoate as of the date
     hereof).

          (viii) Capitalization. The authorized, issued and outstanding capital
     stock of the Company is as set forth in the Prospectus in the column
     entitled "Actual" under the caption "Capitalization" (except for issuances
     subsequent to ____, 2002, if any, pursuant to this Agreement, pursuant to
     reservations, agreements or employee benefit plans referred to in the
     Prospectus or pursuant to the exercise of options referred to in the
     Prospectus). The shares of issued and outstanding capital stock have been
     duly authorized and validly issued and are fully paid and non-assessable;
     none of the outstanding shares of capital stock was issued in violation of
     the preemptive or other similar rights of any securityholder of the
     Company.

          (ix) Authorization of Agreement. This Agreement has been duly
     authorized, executed and delivered by the Company.

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          (x) Authorization and Description of Securities. The Securities to be
     purchased by the Underwriters from the Company have been duly authorized
     for issuance and sale to the Underwriters pursuant to this Agreement and,
     when issued and delivered by the Company pursuant to this Agreement against
     payment of the consideration set forth herein, will be validly issued and
     fully paid and non-assessable; the Common Stock conforms to all statements
     relating thereto contained in the Prospectus and such description conforms
     to the rights set forth in the instruments defining the same; no holder of
     the Securities will be subject to personal liability by reason of being
     such a holder; and the issuance of the Securities is not subject to the
     preemptive or other similar rights of any securityholder of the Company.

          (xi) Absence of Defaults and Conflicts. Neither the Company nor the
     Bank is in violation of its charter or by-laws or in default in the
     performance or observance of any obligation, agreement, covenant or
     condition contained in any contract, indenture, mortgage, deed of trust,
     loan or credit agreement, note, lease or other agreement or instrument to
     which the Company or the Bank is a party or by which either of them may be
     bound, or to which any of the property or assets of the Company or the Bank
     is subject (collectively, "Agreements and Instruments") except for such
     defaults that could not, singly or in the aggregate, reasonably be expected
     to result in a Material Adverse Effect; and the execution, delivery and
     performance of this Agreement and the consummation of the transactions
     contemplated herein and in the Registration Statement (including the
     issuance and sale of the Securities and the use of the proceeds from the
     sale of the Securities as described in the Prospectus under the caption
     "Use of Proceeds") and compliance by the Company with its obligations
     hereunder have been duly authorized by all necessary corporate action and
     do not and will not, whether with or without the giving of notice or
     passage of time or both, conflict with or constitute a breach of, or
     default or Repayment Event (as defined below) under, or result in the
     creation or imposition of any lien, charge or encumbrance upon any property
     or assets of the Company or any subsidiary pursuant to, the Agreements and
     Instruments (except for such conflicts, breaches or defaults or liens,
     charges or encumbrances that could not, singly or in the aggregate,
     reasonably be expected to result in a Material Adverse Effect), nor will
     such action result in any violation of the provisions of the charter or
     by-laws of the Company or the Bank or any applicable law, statute, rule,
     regulation, judgment, order, writ or decree of any government, government
     instrumentality or court, domestic or foreign, having jurisdiction over the
     Company or the Bank or any of their assets, properties or operations. As
     used herein, a "Repayment Event" means any event or condition which gives
     the holder of any note, debenture or other evidence of indebtedness (or any
     person acting on such holder's behalf) the right to require the repurchase,
     redemption or repayment of all or a portion of such indebtedness by the
     Company or the Bank.

          (xii) Absence of Labor Dispute. No labor dispute with the employees of
     the Company or the Bank exists or, to the knowledge of the Company, has
     been threatened, and the Company is not aware of any existing or threatened
     labor disturbance by the employees of any of its or the Bank's principal
     suppliers, manufacturers, customers or contractors, which, in either case,
     could reasonably be expected to result in a Material Adverse Effect.

          (xiii) Absence of Proceedings. With the exception of environmental
     matters, which are governed exclusively by Section 1(a)(xxi) of this
     Agreement, there is no action, suit, proceeding,

                                       6



     inquiry or investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending, or, to the knowledge of
     the Company, threatened, against or affecting the Company or the Bank,
     which is required to be disclosed in the Registration Statement (other than
     as disclosed therein), or which could reasonably be expected to result in a
     Material Adverse Effect, or which could reasonably be expected to
     materially and adversely affect the properties or assets thereof or the
     consummation of the transactions contemplated in this Agreement or the
     performance by the Company of its obligations hereunder; the aggregate of
     all pending legal or governmental proceedings to which the Company or the
     Bank is a party or of which any of their respective property or assets is
     the subject which are not described in the Registration Statement,
     including ordinary routine litigation incidental to the business, could not
     reasonably be expected to result in a Material Adverse Effect.

          (xiv) Accuracy of Exhibits. There are no contracts or documents which
     are required to be described in the Registration Statement, the Prospectus
     or the documents incorporated by reference therein or to be filed as
     exhibits thereto which have not been so described and filed as required.

          (xv) Possession of Intellectual Property. The Company and the Bank own
     or possess, or can acquire on reasonable terms, adequate patents, patent
     rights, licenses, inventions, copyrights, know-how (including trade secrets
     and other unpatented and/or unpatentable proprietary or confidential
     information, systems or procedures), trademarks, service marks, trade names
     or other intellectual property (collectively, "Intellectual Property")
     necessary to carry on the business now operated by them, and neither the
     Company nor the Bank has received any notice or is otherwise aware of any
     infringement of or conflict with asserted rights of others with respect to
     any Intellectual Property or of any facts or circumstances which would
     render any Intellectual Property invalid or inadequate to protect the
     interest of the Company or the Bank therein, and which infringement or
     conflict (if the subject of any unfavorable decision, ruling or finding) or
     invalidity or inadequacy could, singly or in the aggregate, reasonably be
     expected to result in a Material Adverse Effect.

          (xvi) Absence of Further Requirements. No filing with, or
     authorization, approval, consent, license, order, registration,
     qualification or decree of, any court or governmental authority or agency
     is necessary or required for the performance by the Company of its
     obligations hereunder, in connection with the offering, issuance or sale of
     the Securities hereunder or the consummation of the transactions
     contemplated by this Agreement, except such as have been already obtained
     or as may be required under the 1933 Act or the 1933 Act Regulations or
     state securities laws.

          (xvii) Possession of Licenses and Permits. With the exception of
     environmental matters, which are governed exclusively by Section 1(a)(xxi)
     of this Agreement, the Company and the Bank possess such permits, licenses,
     approvals, consents and other authorizations (collectively, "Governmental
     Licenses") issued by the appropriate federal, state, local or foreign
     regulatory agencies or bodies necessary to conduct the business now
     operated by them; the Company and the Bank are in compliance with the terms
     and conditions of all such Governmental Licenses, except where the failure
     so to comply could not, singly or in the aggregate, reasonably be expected
     to result in a Material Adverse Effect; all of the Governmental Licenses
     are valid and in

                                       7



     full force and effect, except when the invalidity of such Governmental
     Licenses or the failure of such Governmental Licenses to be in full force
     and effect could not, singly or in the aggregate, reasonably be expected to
     result in a Material Adverse Effect; and neither the Company nor the Bank
     has received any notice of proceedings relating to the revocation or
     modification of any such Governmental Licenses which, if the subject of an
     unfavorable decision, ruling or finding, could, singly or in the aggregate,
     reasonably be expected to result in a Material Adverse Effect.

          (xviii) Title to Property. The Company and the Bank have good and
     marketable title to all real property owned by the Company and the Bank and
     good title to all other tangible and intangible properties owned by them;
     all such properties are held free and clear of all mortgages, pledges,
     liens, security interests, claims, restrictions or encumbrances of any kind
     except such as (a) are described in the Registration Statement or (b) do
     not, singly or in the aggregate, materially affect the value of such
     property and do not interfere with the use made and proposed to be made of
     such property by the Company or the Bank; and all of the leases and
     subleases material to the business of the Company and the Bank, considered
     as one enterprise, and under which the Company or the Bank holds properties
     described in the Registration Statement, are in full force and effect, and
     neither the Company nor the Bank has received any notice of any material
     claim of any sort (a) that has been asserted by anyone adverse to the
     rights of the Company or the Bank under any of the leases or subleases
     mentioned above, or (b) that affects or questions the rights of the Company
     or the Bank to the continued possession of the leased or subleased premises
     under any such lease or sublease.

          (xix) Compliance with Cuba Act. The Company has complied with, and is
     and will be in compliance with, the provisions of that certain Florida act
     relating to disclosure of doing business with Cuba, codified as Section
     517.075 of the Florida statutes, and the rules and regulations thereunder
     (collectively, the "Cuba Act") or is exempt therefrom.

          (xx) Investment Company Act. The Company is not, and upon the issuance
     and sale of the Securities as herein contemplated and the application of
     the net proceeds therefrom as described in the Prospectus will not be, an
     "investment company" or an entity "controlled" by an "investment company"
     as such terms are defined in the Investment Company Act of 1940, as amended
     (the "1940 Act").

          (xxi) Environmental Laws. Except as described in the Registration
     Statement and except as could not, singly or in the aggregate, reasonably
     be expected to result in a Material Adverse Effect, (A) neither the Company
     nor the Bank is in violation of any applicable federal, state, local or
     foreign statute, law, rule, regulation, ordinance, code, policy or rule of
     common law or any final and binding judicial or administrative
     interpretation thereof, including any judicial or administrative order,
     consent, decree or judgment, relating to pollution or protection of human
     health, the environment (including, without limitation, ambient air,
     surface water, groundwater, land surface or subsurface strata) or wildlife,
     including, without limitation, laws and regulations relating to the release
     or threatened release of regulated chemicals, pollutants, contaminants,
     wastes, toxic substances, hazardous substances, petroleum or petroleum
     products (collectively, "Hazardous Materials") or to the manufacture,
     processing, distribution, use, treatment, storage, disposal, transport or
     handling of Hazardous Materials (collectively, "Environmental Laws"), (B)
     the Company and the Bank have all permits, authorizations and approvals
     required under any

                                       8



     applicable Environmental Laws and are each in compliance with their
     requirements, (C) there are no pending or, to the knowledge of the Company,
     threatened administrative, regulatory or judicial actions, suits, demands,
     demand letters, claims, liens, notices of noncompliance or violation,
     investigation or proceedings relating to any Environmental Law against the
     Company or the Bank and (D) to the knowledge of the Company, there are no
     events or circumstances that could reasonably be expected to form the basis
     of an order for clean-up or remediation, or an action, suit or proceeding
     by any private party or governmental body or agency, against or affecting
     the Company or the Bank relating to Hazardous Materials or any
     Environmental Laws.

          (xxii) Merger Agreement.

               (A) The Company and the Bank had full corporate power and
     authority to execute and deliver the Merger Agreement, and each of the
     Company and the Bank has full corporate power and authority to consummate
     the transactions contemplated thereby. The execution and delivery of the
     Merger Agreement and the consummation of the transactions contemplated
     thereby have been duly and validly approved by the Board of Directors of
     the Company and the Bank and no other corporate proceedings on the part of
     the Company or the Bank are necessary to approve the Merger Agreement and
     to consummate the transactions contemplated thereby. The Merger Agreement
     has been duly and validly executed and delivered by the parties thereto and
     constitutes a valid and binding obligation of the parties thereto,
     enforceable against each of them in accordance with its terms, except as
     enforcement may be limited by general principles of equity whether applied
     in a court of law or a court of equity and by bankruptcy, insolvency and
     similar laws affecting creditors' rights and remedies generally.

               (B) Neither the execution and delivery of the Merger Agreement by
     the Company or the Bank, nor the consummation by the Company or the Bank of
     the transactions contemplated thereby, nor compliance by the Company or the
     Bank with any of the terms or provisions hereof, will (i) violate any
     provision of the restated articles of incorporation or bylaws of the
     Company, or the charter or bylaws of the Bank, (ii) violate any law or
     judgment applicable to the Company or the Bank or any of their respective
     properties or assets, or (iii) violate, conflict with, result in a breach
     of any provision of or the loss of any benefit under, constitute a default
     (or an event which, with notice or lapse of time, or both, would constitute
     a default) under, result in the termination of or a right of termination or
     cancellation under, accelerate the performance required by, or result in
     the creation of any encumbrance upon any of the respective properties or
     assets of the Company or the Bank under, any of the terms, conditions or
     provisions of any note, bond, mortgage, indenture, deed of trust, license,
     lease, agreement or other instrument or obligation to which the Company or
     the Bank is a party, or by which they or any of their respective properties
     or assets may be bound or affected, except, in the case of clause (ii) or
     (iii), for such violations, conflicts, defaults, terminations,
     accelerations and encumbrances which could not, singly or in the aggregate,
     reasonably be expected to have a Material Adverse Effect.

          (xxiii) Registration Rights; Warrants, Options and Other Rights. There
     are no persons with registration or other similar rights to have any
     securities registered pursuant to the Registration Statement or otherwise
     registered by the Company under the 1933 Act. Except as disclosed in the
     Registration Statement, there are no outstanding options, warrants, or
     other rights calling for the issuance of, and no commitments, plans or
     arrangements to issue, any shares of

                                       9



     capital stock of the Company or the Bank or any security convertible into
     or exchangeable for capital stock of the Company or the Bank.

          (xxiv) Tax Matters. The Company has filed all material federal, state,
     local and foreign tax returns that are required to be filed or has duly
     requested extensions thereof and has paid all material taxes required to be
     paid by any of them and any related assessments, fines or penalties, to the
     extent any of the foregoing is due and payable, except for any such tax,
     assessment, fine or penalty that is being contested in good faith and by
     appropriate proceedings; and adequate charges, accruals and reserves have
     been provided for in the financial statements referred to in Section
     1(a)(iv) above in respect of all federal, state, local and foreign taxes
     for all periods as to which the tax liability of the Company has not been
     finally determined or remains open to examination by applicable taxing
     authorities.

          (xxv) Insurance. The Company carries or is entitled to the benefits of
     insurance in such amounts and covering such risks as is generally
     maintained by companies of established repute engaged in the same or
     similar business, and all such insurance is in full force and effect.

          (xxvi) Accounting Controls. The Company maintains a system of internal
     accounting controls sufficient to provide reasonable assurance that: (A)
     transactions are executed in accordance with management's general and
     specific authorizations; (B) transactions are recorded as necessary to
     permit preparations of financial statements in conformity with GAAP and to
     maintain accountability for such assets; (C) access to assets is permitted
     only in accordance with management's general or specific authorizations;
     and (D) the recorded accountability for assets is compared with the
     existing assets at reasonable intervals and appropriate action is taken
     with respect to any differences.

          (xxvii) Fees. Other than as contemplated by this Agreement and the
     Merger Agreement, there is no broker, finder or other party that is
     entitled to receive from the Company any brokerage or finder's fee or any
     other fee, commission or payment as a result of the Offering contemplated
     by this Agreement.

          (xxviii) Use of Prospectus. The Company has not distributed and, prior
     to the later to occur of (A) the Closing Time (as defined below) and (B)
     completion of the distribution of the Securities, will not distribute any
     prospectus (as such term is defined in the 1933 Act and the 1933 Act
     Regulations) in connection with the offering and sale of the Securities
     other than the Registration Statement, any preliminary prospectus, the
     Prospectus or other materials, if any, permitted by the 1933 Act or by the
     1933 Act Regulations and approved by the Underwriters.

          (xxix) Rights Agreement. The Shareholder Protection Rights Agreement
     (the "Rights Agreement") dated as of October 25, 1996 between the Company
     and American Securities Transfer, Incorporated, a Colorado corporation, has
     been duly authorized, executed and delivered by the Company; the common
     stock purchase rights (the "Rights") issued and issuable under the Rights
     Agreement have been duly authorized by the Company; each outstanding share
     of Common Stock is associated with and entitled to one duly authorized and
     validly issued Right; and, when the Common Stock to be sold by the Company
     hereunder is issued, each such share will be associated with and entitled
     to one duly authorized and validly issued Right.

                                       10



     (b) Officer's Certificates. Any certificate signed by any officer of the
Company or the Bank delivered to the Representatives or to counsel for the
Underwriters shall be deemed a representation and warranty by the Company to
each Underwriter as to the matters covered thereby.

     SECTION 2. Sale and Delivery to Underwriters; Closing.

     (a) Initial Securities. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the Company, at
the price per share set forth in Schedule B, the number of Initial Securities
set forth in Schedule A opposite the name of such Underwriter, plus any
additional number of Initial Securities which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 10 hereof, subject,
in each case, to such adjustments among the Underwriters as Keefe Bruyette in
its sole discretion shall make to eliminate any sales or purchases of fractional
securities.

     (b) Option Securities. In addition, on the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company hereby grants an option to the Underwriters, severally and
not jointly, to purchase up to an additional 315,000 shares of Common Stock at
the price per share set forth in Schedule B, less an amount per share equal to
any dividends or distributions declared by the Company and payable on the
Initial Securities but not payable on the Option Securities. The option hereby
granted will expire 30 days after the date hereof and may be exercised in whole
or in part from time to time only for the purpose of covering over-allotments
which may be made in connection with the offering and distribution of the
Initial Securities upon notice by Keefe Bruyette to the Company setting forth
the number of Option Securities as to which the several Underwriters are then
exercising the option and the time and date of payment and delivery for such
Option Securities. Any such time and date of delivery (a "Date of Delivery")
shall be determined by Keefe Bruyette, but shall not be later than seven full
business days after the exercise of said option, nor in any event prior to the
Closing Time. If the option is exercised as to all or any portion of the Option
Securities, each of the Underwriters, acting severally and not jointly, will
purchase that proportion of the total number of Option Securities then being
purchased which the number of Initial Securities set forth in Schedule A
opposite the name of such Underwriter bears to the total number of Initial
Securities, subject in each case to such adjustments as Keefe Bruyette in its
discretion shall make to eliminate any sales or purchases of fractional shares.

     (c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of
Kirkpatrick & Lockhart LLP, 599 Lexington Avenue, New York, New York, 10002, or
at such other place as shall be agreed upon by Keefe Bruyette and the Company,
at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after
4:30 P.M. (Eastern time) on any given day) business day after the date hereof
(unless postponed in accordance with the provisions of Section 10), or such
other time not later than ten business days after such date as shall be agreed
upon by Keefe Bruyette and the Company (such time and date of payment and
delivery being herein called the "Closing Time").

     In addition, in the event that any or all of the Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities

                                       11



shall be made at the above-mentioned offices, or at such other place as shall be
agreed upon by Keefe Bruyette and the Company, on each Date of Delivery as
specified in the notice from Keefe Bruyette to the Company.

     Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account(s) designated by the Company against delivery
to the Representatives for the respective accounts of the Underwriters of
certificates for the Securities to be purchased by them. It is understood that
each Underwriter has authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Initial Securities and the Option Securities, if any, which it has agreed to
purchase. Keefe Bruyette, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Initial Securities or the Option Securities, if any, to be
purchased by any Underwriter whose funds have not been received by the Closing
Time or the relevant Date of Delivery, as the case may be, but such payment
shall not relieve such Underwriter from its obligations hereunder.

     (d) Denominations; Registration. Certificates for the Initial Securities
and the Option Securities, if any, shall be in such denominations and registered
in such names as Keefe Bruyette may request in writing at least one full
business day before the Closing Time or the relevant Date of Delivery, as the
case may be. The certificates for the Initial Securities and the Option
Securities, if any, will be made available for examination and packaging by the
Representatives in The City of New York not later than 10:00 A.M. (Eastern time)
on the business day prior to the Closing Time or the relevant Date of Delivery,
as the case may be.

     SECTION 3. Covenants of the Company. The Company covenants with each
Underwriter as follows:

          (a) Compliance with Securities Regulations and Commission Requests.
     The Company, subject to Section 3(b), will comply with the requirements of
     Rule 430A or Rule 434, as applicable, and will notify Keefe Bruyette
     immediately, and confirm the notice in writing, (i) when any post-effective
     amendment to the Registration Statement shall become effective, or any
     supplement to the Prospectus or any amended Prospectus shall have been
     filed, (ii) of the receipt of any comments from the Commission, (iii) of
     any request by the Commission for any amendment to the Registration
     Statement or any amendment or supplement to the Prospectus or for
     additional information, and (iv) of the issuance by the Commission of any
     stop order suspending the effectiveness of the Registration Statement or of
     any order preventing or suspending the use of any preliminary prospectus,
     or of the suspension of the qualification of the Securities for offering or
     sale in any jurisdiction, or of the initiation or threatening of any
     proceedings for any of such purposes. The Company will promptly effect the
     filings necessary pursuant to Rule 424(b) and will take such steps as it
     deems necessary to ascertain promptly whether the form of prospectus
     transmitted for filing under Rule 424(b) was received for filing by the
     Commission and, in the event that it was not, it will promptly file such
     prospectus. The Company will make every reasonable effort to prevent the
     issuance of any stop order and, if any stop order is issued, to obtain the
     lifting thereof at the earliest practicable moment.

          (b) Filing of Amendments. The Company will give the Representatives
     notice of its intention to file or prepare any amendment to the
     Registration Statement (including any filing

                                       12



     under Rule 462(b)), any Term Sheet or any amendment, supplement or revision
     to either the prospectus included in the Registration Statement at the time
     it became effective or to the Prospectus, whether pursuant to the 1933 Act,
     the 1934 Act or otherwise, will furnish the Representatives with copies of
     any such documents a reasonable amount of time prior to such proposed
     filing or use, as the case may be, and will not file or use any such
     document to which Keefe Bruyette or counsel for the Underwriters shall
     reasonably object.

          (c) Delivery of Registration Statements. The Company has furnished or
     will deliver to the Representatives and counsel for the Underwriters,
     without charge, signed copies of the Registration Statement in the form in
     which it was originally filed and of each amendment thereto (including
     exhibits filed therewith) and signed copies of all consents and
     certificates of experts, and will also deliver to the Representatives,
     without charge, a conformed copy of the Registration Statement as
     originally filed and of each amendment thereto (without exhibits) for each
     of the Underwriters. The copies of the Registration Statement and each
     amendment thereto furnished to the Underwriters will be identical to the
     electronically transmitted copies thereof filed with the Commission
     pursuant to EDGAR, except to the extent permitted by Regulation S-T.

          (d) Delivery of Prospectuses. The Company has delivered to each
     Underwriter, without charge, as many copies of each preliminary prospectus
     as such Underwriter reasonably requested, and the Company hereby consents
     to the use of such copies for purposes permitted by the 1933 Act. The
     Company will furnish to each Underwriter, without charge, during the period
     when the Prospectus is required to be delivered under the 1933 Act or the
     1934 Act, such number of copies of the Prospectus (as amended or
     supplemented) as such Underwriter may reasonably request. The Prospectus
     and any amendments or supplements thereto furnished to the Underwriters
     will be identical to the electronically transmitted copies thereof filed
     with the Commission pursuant to EDGAR, except to the extent permitted by
     Regulation S-T.

          (e) Continued Compliance with Securities Laws. The Company will comply
     with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the
     1934 Act Regulations so as to permit the completion of the distribution of
     the Securities as contemplated in this Agreement and in the Prospectus. If
     at any time when a prospectus is required by the 1933 Act to be delivered
     in connection with sales of the Securities, any event shall occur or
     condition shall exist as a result of which it is necessary, in the opinion
     of counsel for the Underwriters or for the Company, to amend the
     Registration Statement or amend or supplement the Prospectus in order that
     the Prospectus will not include any untrue statement of a material fact or
     omit to state a material fact necessary in order to make the statements
     therein not misleading in the light of the circumstances existing at the
     time it is delivered to a purchaser, or if it shall be necessary, in the
     opinion of such counsel, at any such time to amend the Registration
     Statement or amend or supplement the Prospectus in order to comply with the
     requirements of the 1933 Act or the 1933 Act Regulations, the Company will
     promptly prepare and file with the Commission, subject to Section 3(b)
     hereof, such amendment or supplement as may be necessary to correct such
     statement or omission or to make the Registration Statement or the
     Prospectus comply with such requirements, and the Company will furnish to
     the Underwriters such number of copies of such amendment or supplement as
     the Underwriters may reasonably request.

                                       13



          (f) Blue Sky Qualifications. To the extent required, the Company will
     use its best efforts, in cooperation with the Underwriters, to qualify the
     Securities for offering and sale under the applicable securities laws of
     such states and other jurisdictions (domestic or foreign) as Keefe Bruyette
     may designate and to maintain such qualifications in effect for a period of
     not less than one year from the later of the effective date of the
     Registration Statement and any Rule 462(b) Registration Statement;
     provided, however, that the Company shall not be obligated to file any
     general consent to service of process or to qualify as a foreign
     corporation or as a dealer in securities in any jurisdiction in which it is
     not so qualified or to subject itself to taxation in respect of doing
     business in any jurisdiction in which it is not otherwise so subject. In
     each jurisdiction in which the Securities have been so qualified, the
     Company will file such statements and reports as may be required by the
     laws of such jurisdiction to continue such qualification in effect for a
     period of not less than one year from the effective date of the
     Registration Statement and any Rule 462(b) Registration Statement.

          (g) Rule 158. The Company will timely file such reports pursuant to
     the 1934 Act as are necessary in order to make generally available to its
     securityholders as soon as practicable an earnings statement for the
     purposes of, and to provide the benefits contemplated by, the last
     paragraph of Section 11(a) of the 1933 Act.

          (h) Use of Proceeds. The Company will use the net proceeds received by
     it from the sale of the Securities in the manner specified in the
     Prospectus under "Use of Proceeds."

          (i) Listing. The Company will use its best efforts to effect and
     maintain the quotation of the Securities on the Nasdaq National Market and
     will file with the Nasdaq National Market all documents and notices
     required by the Nasdaq National Market of companies that have securities
     that are traded in the over-the-counter market and quotations for which are
     reported by the Nasdaq National Market.

          (j) Restriction on Sale of Securities. During a period of "" days from
     the date of the Prospectus, the Company will not, without the prior written
     consent of Keefe Bruyette, (i) directly or indirectly, offer, pledge, sell,
     contract to sell, sell any option or contract to purchase, purchase any
     option or contract to sell, grant any option, right or warrant to purchase
     or otherwise transfer or dispose of any share of Common Stock or any
     securities convertible into or exercisable or exchangeable for Common Stock
     or file any registration statement under the 1933 Act with respect to any
     of the foregoing or (ii) enter into any swap or any other agreement or any
     transaction that transfers, in whole or in part, directly or indirectly,
     the economic consequence of ownership of the Common Stock, whether any such
     swap or transaction described in clause (i) or (ii) above is to be settled
     by delivery of Common Stock or such other securities, in cash or otherwise.
     The foregoing sentence shall not apply to (A) the Securities to be sold
     hereunder, (B) any shares of Common Stock issued or options to purchase
     Common Stock granted pursuant to stock option and employee benefit plans of
     the Company referred to in the Prospectus or (C) any shares of Common Stock
     issued pursuant to any non-employee director stock plan or dividend
     reinvestment plan.

          (k) Reporting Requirements. The Company, during the period when the
     Prospectus is required to be delivered under the 1933 Act or the 1934 Act,
     will file all documents required to

                                       14



     be filed with the Commission pursuant to the 1934 Act within the time
     periods required by the 1934 Act and the 1934 Act Regulations.

     SECTION 4. Payment of Expenses.

     (a) Expenses. The Company will pay or cause to be paid all expenses
incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits) as originally filed and of each
amendment thereto, (ii) the printing and delivery to the Underwriters of this
Agreement, any Agreement among Underwriters and such other documents as may be
required in connection with the offering, purchase, sale, issuance or delivery
of the Securities, (iii) the preparation, issuance and delivery of the
certificates for the Securities to the Underwriters, including any stock or
other transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Securities to the Underwriters, (iv) the fees and
disbursements of the Company's counsel, accountants and other advisors, (v) the
qualification of the Securities under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of any Blue Sky Survey that is required in
accordance with Section 3(f) hereof and that may be requested by the
Representatives and any supplement thereto, (vi) the printing and delivery to
the Underwriters of copies of each preliminary prospectus, any Term Sheets and
of the Prospectus and any amendments or supplements thereto, (vii) the
preparation, printing and delivery to the Underwriters of copies of any Blue Sky
Survey that is required in accordance with Section 3(f) hereof and any
supplement thereto, (viii) the fees and expenses of any transfer agent or
registrar for the Securities, (ix) the filing fees incident to, and the
reasonable fees and disbursements of counsel to the Underwriters in connection
with, the review by the National Association of Securities Dealers, Inc. (the
"NASD") of the terms of the sale of the Securities, and (x) the fees and
expenses incurred in connection with the inclusion of the Securities in the
Nasdaq National Market.

     (b) Termination of Agreement. If this Agreement is terminated by Keefe
Bruyette in accordance with the provisions of Section 5(l), Section 9(a)(i) or
Section 11 hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

     SECTION 5. Conditions of Underwriters' Obligations. The obligations of the
several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company or the Bank delivered pursuant to
the provisions hereof, to the performance by the Company of its covenants and
other obligations hereunder, and to the following further conditions:

          (a) Effectiveness of Registration Statement. The Registration
     Statement, including any Rule 462(b) Registration Statement, has become
     effective and at the Closing Time no stop order suspending the
     effectiveness of the Registration Statement shall have been issued under
     the 1933 Act or proceedings therefor initiated or threatened by the
     Commission, and any request on the part of the Commission for additional
     information shall have been complied with to the reasonable satisfaction of
     counsel to the Underwriters. A prospectus containing the Rule 430A
     Information shall have been filed with the Commission in accordance with
     Rule 424(b) (or a post-effective amendment providing such information shall
     have been filed and declared effective

                                       15



     in accordance with the requirements of Rule 430A) or, if the Company has
     elected to rely upon Rule 434, a Term Sheet shall have been filed with the
     Commission in accordance with Rule 424(b).

          (b) Opinions of Counsel for Company. At the Closing Time, the
     Representatives shall have received the favorable opinion, dated as of the
     Closing Time, of each of (i) Hinkle, Hensley, Shanor & Martin, LLP, counsel
     for the Company, (ii) Skadden, Arps, Slate, Meagher & Flom LLP, special
     counsel for the Company, and (iii) Holland & Hart LLP, Colorado counsel for
     the Company, in form and substance reasonably satisfactory to counsel for
     the Underwriters, together with signed or reproduced copies of each such
     letter for each of the other Underwriters, to the effect set forth in
     Exhibits A, B and C hereto, respectively, and to such further effect as
     counsel to the Underwriters may reasonably request.

          (c) Opinion of Counsel for Underwriters. At the Closing Time, the
     Representatives shall have received the favorable opinion, dated as of the
     Closing Time, of Kirkpatrick & Lockhart LLP, counsel for the Underwriters,
     in form and substance satisfactory to the Underwriters.

          (d) Officers' Certificate. At the Closing Time, there shall not have
     been, since the date hereof or since the respective dates as of which
     information is given in the Prospectus, any material adverse change in the
     condition, financial or otherwise, or in the earnings, business affairs or
     business prospects of the Company and the Bank considered as one
     enterprise, whether or not arising in the ordinary course of business, and
     the Representatives shall have received a certificate of the President or a
     Vice President of the Company and of the chief financial or chief
     accounting officer of the Company, dated as of the Closing Time, to the
     effect that (i) there has been no such material adverse change, (ii) the
     representations and warranties in Section 1(a) hereof are true and correct
     with the same force and effect as though expressly made at and as of the
     Closing Time, (iii) the Company has complied with all agreements and
     satisfied all conditions on its part to be performed or satisfied in
     connection with the Offering at or prior to the Closing Time, and (iv) no
     stop order suspending the effectiveness of the Registration Statement has
     been issued and no proceedings for that purpose have been instituted or are
     pending or, to such officer's knowledge, are contemplated by the
     Commission.

          (e) Accountants' Comfort Letters. At the time of the execution of this
     Agreement, the Representatives shall have received from each of KPMG LLP
     and Deloitte & Touche LLP a letter dated such date, in form and substance
     reasonably satisfactory to Keefe Bruyette, together with signed or
     reproduced copies of such letters for each of the other Underwriters
     containing statements and information of the type ordinarily included in
     accountants' "comfort letters" to underwriters with respect to the
     financial statements and certain financial information contained or
     incorporated by reference in the Registration Statement and the Prospectus.

          (f) Bring-down Comfort Letters. At the Closing Time, the
     Representatives shall have received from each of KPMG LLP and Deloitte &
     Touche LLP a letter, dated as of the Closing Time, to the effect that they
     reaffirm the statements made in the letters furnished pursuant to
     subsection (e) of this Section, except that the specified date referred to
     shall be a date not more than three business days prior to Closing Time.

                                       16



          (g) Approval of Listing. At the Closing Time, the Securities shall
     have been approved for inclusion in the Nasdaq National Market, subject
     only to official notice of issuance.

          (h) No Objection. The NASD has confirmed that it has not raised any
     objection with respect to the fairness and reasonableness of the
     underwriting terms and arrangements.

          (i) Lock-up Agreements. Prior to the Closing Time, the Representatives
     shall have received an agreement substantially in the form of Exhibit D
     hereto signed by the persons listed on Schedule C hereto.

          (j) Conditions to Purchase of Option Securities. In the event that the
     Underwriters exercise their option provided in Section 2(b) hereof to
     purchase all or any portion of the Option Securities, the representations
     and warranties of the Company contained herein and the statements in any
     certificates furnished by the Company or the Bank hereunder shall be true
     and correct as of each Date of Delivery and, at the relevant Date of
     Delivery, the Representatives shall have received:

          (i) Officers' Certificate. A certificate, dated such Date of Delivery,
          of the President or a Vice President of the Company and of the chief
          financial or chief accounting officer of the Company confirming that
          the certificate delivered at the Closing Time pursuant to Section 5(d)
          hereof remains true and correct as of such Date of Delivery.

          (ii) Opinions of Counsel for Company. The favorable opinion of each of
          (i) Hinkle, Hensley, Shanor & Martin, LLP, counsel for the Company,
          (ii) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the
          Company, and (iii) Holland & Hart LLP, Colorado counsel for the
          Company, in form and substance reasonably satisfactory to counsel for
          the Underwriters, dated such Date of Delivery, relating to the Option
          Securities to be purchased on such Date of Delivery and otherwise to
          the same effect as the opinions required by Section 5(b) hereof.

          (iii) Opinion of Counsel for Underwriters. The favorable opinion of
          Kirkpatrick & Lockhart LLP, counsel for the Underwriters, dated such
          Date of Delivery, relating to the Option Securities to be purchased on
          such Date of Delivery and otherwise to the same effect as the opinion
          required by Section 5(c) hereof.

          (iv) Bring-down Comfort Letters. A letter from each of KPMG LLP and
          Deloitte & Touche LLP, in form and substance reasonably satisfactory
          to Keefe Bruyette and dated such Date of Delivery, substantially in
          the same form and substance as the letter furnished to the
          Representatives pursuant to Section 5(f) hereof, except that the
          "specified date" in the letter furnished pursuant to this paragraph
          shall be a date not more than five days prior to such Date of
          Delivery.

     (k) Additional Documents. At the Closing Time and at each Date of Delivery,
counsel for the Underwriters shall have been furnished with such documents and
opinions as they may reasonably require for the purpose of enabling them to pass
upon the issuance and sale of the

                                       17



Securities as herein contemplated, or in order to evidence the accuracy of any
of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Securities as herein contemplated
shall be reasonably satisfactory in form and substance to Keefe Bruyette and
counsel for the Underwriters.

     (l) Termination of Agreement. If any condition specified in this Section 5
shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of Option Securities
on a Date of Delivery which is after the Closing Time, the obligations of the
several Underwriters to purchase the relevant Option Securities, may be
terminated by Keefe Bruyette by notice to the Company at any time at or prior to
the Closing Time or such Date of Delivery, as the case may be, and such
termination shall be without liability of any party to any other party except as
provided in Section 4 and except that Sections 1, 6, 7, 8, 12, 13, 14 and 15
shall survive any such termination and remain in full force and effect.

     SECTION 6. Indemnification

     (a) Indemnification of Underwriters The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

          (i) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment thereto), including the Rule 430A Information and the
     Rule 434 Information, if applicable, or the omission or alleged omission
     therefrom of a material fact required to be stated therein or necessary to
     make the statements therein not misleading or arising out of any untrue
     statement or alleged untrue statement of a material fact included in any
     preliminary prospectus or the Prospectus (or any amendment or supplement
     thereto), or the omission or alleged omission therefrom of a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

          (ii) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; provided that (subject to Section
     6(d) below) any such settlement is effected with the written consent of the
     Company; and

          (iii) against any and all expense whatsoever, as incurred (including
     the fees and disbursements of counsel chosen by Keefe Bruyette), reasonably
     incurred in investigating, preparing or defending against any litigation,
     or any investigation or proceeding by any governmental agency or body,
     commenced or threatened, or any claim whatsoever based upon any such untrue
     statement or omission, or any such alleged untrue statement or omission, to
     the extent that any such expense is not paid under (i) or (ii) above;

                                       18



provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through Keefe Bruyette expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information, if applicable, or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto); and provided, further,
however, that the Company shall not be liable to any indemnified party with
respect to any preliminary prospectus (or supplement thereto) if the Prospectus
corrected any such untrue statement or omission, was delivered to such
indemnified party and such indemnified party failed to furnish a copy of the
applicable Prospectus in contravention of a requirement of applicable law at or
prior to the written confirmation of the sale of Securities to the applicable
purchaser.

     (b) Indemnification of Company, Directors and Officers. Each Underwriter
severally agrees to indemnify and hold harmless the Company, its directors, each
of its officers who signed the Registration Statement, and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act, against any and all loss, liability, claim, damage
and expense described in the indemnity contained in subsection (a) of this
Section 6, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement
(or any amendment thereto), including the Rule 430A Information and the Rule 434
Information, if applicable, or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such Underwriter through Keefe
Bruyette expressly for use in the Registration Statement (or any amendment
thereto) or such preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).

     (c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Keefe Bruyette, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not

                                       19



include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.

     (d) Settlement without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) of this Agreement effected without its written consent if (i)
such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.

     SECTION 7. Contribution. If the indemnification provided for in Section 6
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other hand from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

     The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, in each case,
as set forth on the cover of the Prospectus, or, if Rule 434 is used, the
corresponding location on the Term Sheet bear to the aggregate initial public
offering price of the Securities as set forth on such cover.

     The relative fault of the Company on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

     The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any

                                       20



governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.

     Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

     No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the number of Initial Securities set forth opposite their
respective names in Schedule A hereto and not joint.

     SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or the Bank submitted pursuant hereto,
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or controlling person, or
by or on behalf of the Company, and shall survive delivery of the Securities to
the Underwriters.

                                       21



     SECTION 9. Termination of Agreement.

     (a) Termination; General. Keefe Bruyette may terminate this Agreement, by
notice to the Company, at any time at or prior to the Closing Time (i) if there
has been, since the time of execution of this Agreement or since the respective
dates as of which information is given in the Prospectus, any material adverse
change in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and the Bank considered as one
enterprise, whether or not arising in the ordinary course of business, or (ii)
if there has occurred any material adverse change in the financial markets in
the United States, any new outbreak of hostilities or material escalation of
existing hostilities or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial
or economic conditions, in each case, the effect of which is such as to make it,
in the judgment of Keefe Bruyette, impracticable to market the Securities or to
enforce contracts for the sale of the Securities, or (iii) if trading in any
securities of the Company has been suspended or materially limited by the
Commission or the Nasdaq National Market, or if trading generally on the
American Stock Exchange or the New York Stock Exchange or in the Nasdaq National
Market has been suspended or materially limited, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices have been required, by
any of said exchanges or by such system or by order of the Commission, the NASD
or any other governmental authority, or (iv) if a banking moratorium has been
declared by either Federal or New York authorities.

     (b) Liabilities. If this Agreement is terminated pursuant to this Section
9, such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1, 6,
7, 8, 12, 13, 14 and 15 shall survive such termination and remain in full force
and effect.

     SECTION 10. Default by One or More of the Underwriters. If one or more of
the Underwriters shall fail at the Closing Time or a Date of Delivery to
purchase the Securities which it or they are obligated to purchase under this
Agreement (the "Defaulted Securities"), the Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters, to purchase all, but not
less than all, of the Defaulted Securities in such amounts as may be agreed upon
and upon the terms herein set forth; if, however, the Representatives shall not
have completed such arrangements within such 24-hour period, then:

     (a) if the number of Defaulted Securities does not exceed 10% of the number
of Securities to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full
amount thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or:

     (b) if the number of Defaulted Securities exceeds 10% of the number of
Securities to be purchased on such date, this Agreement or, with respect to any
Date of Delivery which occurs after the Closing Time, the obligation of the
Underwriters to purchase and of the Company to sell the Option Securities to be
purchased and sold on such Date of Delivery shall terminate without liability on
the part of any non-defaulting Underwriter.

                                       22



     No action pursuant to this Section 10 shall relieve any defaulting
Underwriter from liability in respect of its default.

     In the event of any such default which does not result in a termination of
this Agreement, either (i) Keefe Bruyette or (ii) the Company shall have the
right to postpone the Closing Time or a Date of Delivery for a period not
exceeding seven days in order to effect any required changes in the Registration
Statement or Prospectus or in any other documents or arrangements.

     SECTION 11. Default by the Company. If the Company shall fail at the
Closing Time or at the Date of Delivery to sell the number of Securities that it
is obligated to sell hereunder, then this Agreement shall terminate without any
liability on the part of any nondefaulting party; provided, however, that the
provisions of Sections 1, 4, 6, 7, 8, 12, 13, 14 and 15 shall remain in full
force and effect. No action taken pursuant to this Section shall relieve the
Company from liability, if any, in respect of such default.

     SECTION 12. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to Keefe Bruyette at 787 Seventh Avenue, 4th
Floor, New York, New York 10019, attention of Mitchell Kleinman; and notices to
the Company shall be directed to it at 7900 Jefferson NE, Albuquerque, New
Mexico 87109, attention of Brian Reinhardt.

     SECTION 13. Parties. This Agreement shall each inure to the benefit of and
be binding upon the Underwriters, the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriters,
the Company and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 of this Agreement and
their heirs and legal representatives, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision herein contained.
This Agreement and all conditions and provisions hereof are intended to be for
the sole and exclusive benefit of the Underwriters, the Company and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.

     SECTION 14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAWS AND RULE 327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK. EACH OF
THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT.

     SECTION 15. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

                                       23



If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the Underwriters and the Company in accordance with its terms.

                                        Very truly yours,

                                        FIRST STATE BANCORPORATION



                                        By:
                                           -----------------------
                                           Title:




CONFIRMED AND ACCEPTED,
  as of the date first above written:

KEEFE BRUYETTE & WOODS, INC.
STIFEL, NICOLAUS & COMPANY, INCORPORATED
D.A. DAVIDSON & CO.

By: Keefe, Bruyette & Woods, Inc.

By:
   ---------------------------------
        Authorized Signatory


For themselves and as Representatives of the other Underwriters named in
Schedule A hereto.



                                   SCHEDULE A



                                                                       Number of
                                                                        Initial
Name of Underwriter                                                   Securities
-------------------                                                   ----------
                                                                   
Keefe, Bruyette & Woods, Inc. ...................................
Stifel, Nicolaus & Company, Incorporated.........................
D.A. Davidson & Co. .............................................

Total............................................................      2,100,000
                                                                       =========


                                   Sch. A - 1



                                   SCHEDULE B

                           FIRST STATE BANCORPORATION
                        2,100,000 Shares of Common Stock
                                 (No Par Value)


     1. The initial public offering price per share for the Securities,
determined as provided in said Section 2, shall be $_________

     2. The purchase price per share for the Securities to be paid by the
several Underwriters shall be $_______, being an amount equal to the initial
public offering price set forth above less $______ per share; provided that the
purchase price per share for any Option Securities purchased upon the exercise
of the over-allotment option described in Section 2(b) shall be reduced by an
amount per share equal to any dividends or distributions declared by the Company
and payable on the Initial Securities but not payable on the Option Securities.

                                   Sch. B - 1



                                   SCHEDULE C

Michael R. Stanford
H. Patrick Dee
Brian C. Reinhardt
Eloy A. Jeantete
Leonard J. DeLayo, Jr.
Bradford M. Johnson
Douglas M. Smith
Herman N. Wisenteiner
Marshall G. Martin
Kevin L. Reid


                                   Sch. C - 1




                                                                       Exhibit A

            FORM OF OPINION OF HINKLE, HENSLEY, SHANOR & MARTIN, LLP
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)


     (i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of New Mexico. The Company is
registered as a bank holding company under the Bank Holding Company Act of 1956,
as amended.

     (ii) The Company has corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectus and to enter into and perform its obligations under the Purchase
Agreement and the Merger Agreement.

     (iii) The Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.

     (iv) The authorized, issued and outstanding capital stock of the Company is
as set forth in the Prospectus in the column entitled "Actual" under the caption
"Capitalization" (except for subsequent issuances, if any, pursuant to the
Purchase Agreement or pursuant to reservations, agreements or employee benefit
plans referred to in the Prospectus or pursuant to the exercise of options
referred to in the Prospectus); the shares of issued and outstanding capital
stock of the Company have been duly authorized and validly issued and are fully
paid and non-assessable; and none of the outstanding shares of capital stock of
the Company was issued in violation of the preemptive or other similar rights of
any securityholder of the Company.

     (v) The Common Stock to be purchased by the Underwriters from the Company
has been duly authorized for issuance and sale to the Underwriters pursuant to
the Purchase Agreement and, when issued and delivered by the Company pursuant to
the Purchase Agreement against payment of the consideration set forth in the
Purchase Agreement, will be validly issued and fully paid and non-assessable and
no holder of the Common Stock is or will be subject to personal liability by
reason of being such a holder.

     (vi) The issuance and sale of the Common Stock by the Company is not
subject to the preemptive or other similar rights of any securityholder of the
Company.

     (vii) The Rights under the Company's Shareholder Rights Plan to which
holders of the Common Stock will be entitled have been duly authorized and
validly issued.

     (viii) First State Bank of Taos (the "Bank") has been duly organized and is
validly existing

                                     A - 1



as a bank in good standing under the laws of New Mexico, has corporate power and
authority to own, lease and operate its properties and to conduct its business
as described in the Prospectus and is not required to qualify to transact
business as a foreign corporation in any jurisdiction; except as otherwise
disclosed in the Registration Statement, all of the issued and outstanding
capital stock of the Bank has been duly authorized and validly issued, is fully
paid and non-assessable and, to the best of our knowledge, is owned directly by
the Company free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity; none of the outstanding shares of capital stock of
the Bank was issued in violation of the preemptive or similar rights of any
securityholder of the Bank.

     (ix) The Purchase Agreement has been duly authorized, executed and
delivered by the Company, and the Merger Agreement has been duly authorized,
executed and delivered by the Company and the Bank.

     (x) The form of certificate used to evidence the Common Stock complies in
all material respects with all applicable statutory requirements, with any
applicable requirements of the restated articles of incorporation and by-laws of
the Company and the requirements of the Nasdaq National Market.

     (xi) The Merger is authorized under applicable state laws and regulations,
and all approvals of any New Mexico governmental authority required in
connection therewith have been obtained and remain in full force and effect.

     (xii) To the best of our knowledge, there is not pending or threatened any
action, suit, proceeding, inquiry or investigation, to which the Company or the
Bank is a party, or to which the property of the Company or the Bank is subject,
before or brought by any court or governmental agency or body, domestic or
foreign, which might reasonably be expected to result in a Material Adverse
Effect, or which might reasonably be expected to materially and adversely affect
the properties or assets thereof or the consummation of the transactions
contemplated in the Purchase Agreement or the performance by the Company of its
obligations thereunder.

     (xiii) To the best of our knowledge, neither the Company nor the Bank is in
violation of its restated articles of incorporation or charter, respectively, or
by-laws and, to the best of our knowledge, no default by the Company or the Bank
exists in the due performance or observance of any material obligation,
agreement, covenant or condition contained in any contract, indenture, mortgage,
loan agreement, note, lease or other agreement or instrument that is described
or referred to in the Registration Statement or the Prospectus or filed or
incorporated by reference as an exhibit to the Registration Statement.

     (xiv) No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency, domestic or foreign (other than under the 1933 Act and the 1933 Act
Regulations, which have been obtained, or as may be required under the
securities or blue sky laws of the various states, as to which we express no
opinion) is necessary or required in connection with the due authorization,
execution and delivery of the Purchase Agreement by the Company or for the
offering, issuance, sale or delivery of the Common Stock by the Company.

                                     A - 2




     (xv) The execution, delivery and performance (1) by the Company of the
Purchase Agreement and (2) by the Company and the Bank of the Merger Agreement,
and the consummation of the transactions contemplated in the Purchase Agreement,
the Merger Agreement and in the Registration Statement (including the issuance
and sale of the Common Stock and the use of the proceeds from the sale of the
Common Stock as described in the Prospectus under the caption "Use Of Proceeds")
and compliance by the Company with its obligations under the Purchase Agreement
and the Merger Agreement do not and will not, whether with or without the giving
of notice or lapse of time or both, conflict with or constitute a breach of, or
default or Repayment Event (as defined in Section 1(a)(xi) of the Purchase
Agreement) under or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or the Bank pursuant to
any contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, lease or any other agreement or instrument, known to us, to which the
Company or the Bank is a party or by which it or either of them may be bound, or
to which any of the property or assets of the Company or the Bank is subject
(except for such conflicts, breaches or defaults or liens, charges or
encumbrances that would not have a Material Adverse Effect), nor will such
action result in any violation of the provisions of the restated articles of
incorporation or charter, respectively, or by-laws of the Company or the Bank,
or any applicable law, statute, rule, regulation, judgment, order, writ or
decree, known to us, of any government, government instrumentality or court,
domestic or foreign, having jurisdiction over the Company or the Bank or any of
their respective properties, assets or operations.

     (xvi) The information in the Prospectus under "Risk Factors - Our
Shareholder Protection Rights Agreement and provisions in our Restated Articles
of Incorporation and Bylaws and New Mexico law may delay or prevent an
acquisition of us by a third party.," and "Description of Capital Stock" and in
the Registration Statement under Item 15, to the extent that it constitutes
matters of law, summaries of legal matters, the Company's restated articles of
incorporation and bylaws or legal proceedings, or legal conclusions, has been
reviewed by us and is correct in all material respects.

     (xvii) There are no New Mexico statutes or regulations that are required to
be described in the Prospectus that are not described as required.

     (xviii) All descriptions in the Registration Statement of contracts and
other documents to which the Company or its subsidiaries are a party are
accurate in all material respects; to the best of our knowledge, there are no
franchises, contracts, indentures, mortgages, loan agreements, notes, leases or
other instruments required to be described or referred to in the Registration
Statement or to be filed as exhibits thereto other than those described or
referred to therein or filed or incorporated by reference as exhibits thereto,
and the descriptions thereof or references thereto are correct in all material
respects.

     In connection with this opinion, we have participated in discussions with
officers and representatives of the Company and the Bank, in certain of which
your representatives and counsel also participated and at which the affairs of
the Company, the Bank and the Registration Statement and the Prospectus were
discussed. There is no assurance that all possible material facts about the
Company and the Bank were disclosed to us, or that our familiarity with the
Company or its operations is such that we have necessarily recognized the
materiality of the facts that were

                                     A - 3



disclosed, and we have to a large extent relied upon statements of the Company's
officers and representatives as to the materiality of the facts disclosed to us.
We are not passing upon and assume no responsibility for the accuracy,
completeness, or fairness of the statements in the Registration Statement and
the Prospectus. Subject to the foregoing and the other limitations and
qualifications in this opinion, nothing has come to our attention that would
lead us to believe that the Registration Statement, when it became effective, or
at the date of the Purchase Agreement, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or that the
Prospectus included, or, at the date hereof, the Prospectus, as it may have been
amended or supplemented, includes an untrue statement or a material fact, or
omitted, or omits, to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; but we express no belief as to the financial statements (including
the notes thereto) or other financial data contained or incorporated by
reference in the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or as to any information therein furnished to the Company in
writing by any Underwriter expressly for use therein.

                                     A - 4



                                                                       Exhibit B

           FORM OF OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

     (i) The Company is registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.

     (ii) To our knowledge, there are no legal or governmental proceedings
pending to which the Company or the Bank is a party or to which any property of
the Company or the Bank is subject that are required to be disclosed in the
Prospectus pursuant to Item 103 of Regulation S-K of the 1933 Act Regulations
that are not so disclosed.

     (iii) The execution and delivery by the Company of the Purchase Agreement
and the consummation of the transactions contemplated in the Purchase Agreement,
will not (i) constitute a violation of, or a breach or default under, the terms
of any of the contracts listed on a schedule attached to this opinion or (ii)
violate or conflict with, or result in any contravention of, any applicable law
or any judgment, order or decree listed on a schedule to this opinion. We do not
express any opinion, however, as to whether the execution, delivery or
performance by the Company of the Purchase Agreement will constitute a violation
of, or a default under, any covenant, restriction or provision with respect to
financial ratios or tests or any aspect of the financial condition or results of
operations of the Company or any of its subsidiaries.

     (iv) No approval under federal banking laws, which has not been obtained or
taken and is not in full force and effect, is required to authorize, or is
required in connection with, the execution or delivery of the Merger Agreement
by the Company or the Bank or the consummation by the Company or the Bank of the
transactions contemplated thereby, except for the filing of applications and
notices under the Bank Merger Act, and approval of such applications and
notices, and expiration of all applicable waiting periods.

     (v) The statements in the Prospectus under the captions "Risk Factors--The
terms of our trust preferred securities may restrict our ability to pay
dividends" and "Acquisition of First Community Industrial Bank--The Merger
Agreement," insofar as such statements purport to summarize certain provisions
of the documents referred to therein, fairly summarize such provisions in all
material respects.

     (vi) The statements set forth in the Prospectus under the captions "Risk
Factors--We operate in a highly regulated environment; changes in federal and
state laws and regulations and accounting principles may adversely affect us," "
Risk Factors--Banking regulations may restrict our ability to pay dividends,"
"Acquisition of First Community Industrial Bank--Required Regulatory Approvals,"
and "Supervision and Regulation," insofar as such statements purport to
summarize certain provisions of the laws referred to therein, fairly summarize
such provisions in all material respects.

                                     B - 1



     (vii) Each of the documents filed by the Company pursuant to the 1934 Act
and incorporated or deemed to be incorporated by reference into the Prospectus
(collectively, the "Incorporated Documents"), when it was filed, appeared on its
face to be appropriately responsive in all material respects with the
requirements of the 1934 Act and the applicable rules and regulations of the
Commission thereunder, except that we do not express any opinion as to the
financial statements and related notes and schedules and other financial data
included therein or omitted therefrom or the exhibits thereto.

     (viii) The Registration Statement, at the time it became effective, and the
Prospectus, as of its date, appeared on their face to be appropriately
responsive in all material respects to the requirements of the 1933 Act and the
1933 Act Regulations, except that in each case we do not express any opinion as
to the financial statements and schedules and other financial data included or
incorporated by reference therein or excluded therefrom, or the exhibits
thereto, and, except to the extent expressly stated in paragraphs (v) and (vi),
we do not assume any responsibility for the accuracy, completeness or fairness
of the statements contained in the Registration Statement or the Prospectus.

     (ix) We have been orally advised by the Commission that the Registration
Statement was declared effective under the 1933 Act at ____ [time of day] New
York time, on [day], 2002, and we have been orally advised by the Commission
that no stop order suspending the effectiveness of the Registration Statement
has been issued and, to the best of our knowledge, no proceedings for that
purpose have been instituted or are pending or threatened by the Commission.

     We have participated in conferences with officers and other representatives
of the Company, the Bank, New Mexico counsel for the Company, Colorado counsel
for the Company, FCIB, counsel for FCIB, representatives of the independent
accountants of the Company, representatives of the independent accountants of
FCIB, the Underwriters and their counsel at which the contents of the
Registration Statement and the Prospectus and related matters were discussed. We
did not participate in the preparation of the Incorporated Documents but have,
however, reviewed such documents and discussed the business and affairs of the
Company with officers and other representatives of the Company. Although we are
not passing upon, and do not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus and have made no independent check or verification
thereof (except to the limited extent referred to in paragraphs (v) and (vi)
above), on the basis of the foregoing, no facts have come to our attention that
have led us to believe that the Registration Statement, at the time it became
effective, contained an untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus, as of its date and as
of the date hereof, contained or contains an untrue statement of a material fact
or omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that we express no opinion or belief with respect
to the financial statements, schedules and other financial data included or
incorporated by reference therein or excluded therefrom or the exhibits to the
Registration Statement.

                                     B - 2



                                                                       Exhibit C

                      FORM OF OPINION OF HOLLAND & HART LLP
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

     (i) The Merger is permitted under the laws and regulations of the State of
Colorado, and all approvals of any Colorado governmental authority required in
connection therewith have been obtained and remain in full force and effect.

                                     C - 1



                                                                       Exhibit D

                                August   , 2002

KEEFE BRUYETTE & WOODS, INC.
   as Representative of the several
   underwriters to be named in the
   within-mentioned Purchase Agreement
787 7th Avenue, 4th Floor
New York, New York 10019

     Re: Proposed Public Offering by First State Bancorporation

Dear Sirs:

     The undersigned, a shareholder and an officer and/or director of First
State Bancorporation, a New Mexico corporation (the "Company"), understands that
Keefe Bruyette & Woods, Inc. ("Keefe Bruyette") proposes to enter into a
Purchase Agreement (the "Purchase Agreement") with the Company providing for the
public offering (the "Public Offering") of shares (the "Securities") of the
Company's common stock, no par value (the "Common Stock"). In recognition of the
benefit that such an offering will confer upon the undersigned as a shareholder
and an officer and/or director of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with each underwriter to be named in the Purchase Agreement
(each, an "Underwriter") that, during a period of 90 days from the date of the
Purchase Agreement, the undersigned will not, without the prior written consent
of Keefe Bruyette, directly or indirectly, (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant for the sale of, or otherwise
dispose of or transfer any shares of the Common Stock or any securities
convertible into or exchangeable or exercisable for Common Stock, whether now
owned or hereafter acquired by the undersigned or with respect to which the
undersigned has or hereafter acquires the power of disposition, or file any
registration statement under the Securities Act of 1933, as amended, with
respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the Common Stock, whether
any such swap or transaction is to be settled by delivery of Common Stock or
other securities, in cash or otherwise. The foregoing sentence shall not apply
to: (a) any Securities sold to any Underwriter pursuant to the Purchase
Agreement; (b) dispositions of Common Stock by gift to members of the immediate
family or to trusts established for the benefit of members of the immediate
family of the undersigned, provided that any such person or trust agrees as a
condition to receiving such gifts to be bound by the restrictions set forth in
this paragraph with respect to sales of such Common Stock during the 90-day
period referred to above; and (c) exercises by the undersigned of options
granted by the Company where Common Stock received upon any such exercises are
held by the undersigned subject to the terms of this paragraph. In addition, the
undersigned agrees that, without the prior written consent of Keefe Bruyette, he
will not, during the period commencing on the date hereof and ending 90 days
after the date of the Prospectus, make any demand for or exercise any right with
respect to, the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock. The
undersigned also agrees and consents to the entry

                                      D - 1



of stop transfer instructions with the Company's transfer agent and registrar
against the transfer of the undersigned's shares of Common Stock except in
compliance with the foregoing restrictions.

                               Very truly yours,



                               Signature:
                                          --------------------------------------

                               Print Name:
                                            ------------------------------------

                                      D - 2