§17.108 Reserved
§17.109 To ratify and approve the Board's establishment of a Directors and Officers Insurance Indemnity Fund (with a copy of the Agreement between the corporation and independent outside
counsel which establishes the Directors and Officers Insurance Indemnity Fund)
RATIFICATION AND APPROVAL OF THE
COLUMBIA SAVINGS AND LOAN ASSOCIATION
DIRECTORS AND OFFICERS INSURANCE INDEMNITY FUND
On March 26, 1986, the Association's Board of Directors unanimously authorized the
establishment of the Columbia Savings and Loan Association Directors and Officers Insurance
Indemnity Fund (the "Indemnity Fund"). The Indemnity Fund was established to provide a source of
funds to indemnify the Association's directors and officers for expenses incurred by them in defense
of actions, claims and proceedings against them for actual or alleged errors, misstat ements,
misleading statements or acts or omissions or neglect or breach of duty by any of them while acting
in their capacities as directors or officers and following authorization by the Boa rd of Directors, the
Stockholders or a court of competent jurisdiction, against liabilities that may be i ncurred by them in
the discharge of their duties, in circumstances under which such indemnification is permitted by the
Association's By-Laws and applicable law, including Section 317 of the General Corporation L aw of
the State of California ("Section 317"). Section 317 specifies circumstances under which t he
Association may, and other circumstances under which the Association must, indemnify dire ctors
and officers; the rights and duties of the Association to indemnify directors and office rs pursuant to
Section 317 are in addition to those created by the Indemnity Fund.
While the Association has historically maintained directors and officers liabili ty insurance for
the benefit of its directors and officers, in March 1986, the Association's insurance carri er advised the
Association that it had determined not to renew the Association's policy; continuing c overage under
this policy most probably extends only to litigation actually commenced or clai ms actually made
against the Association and its directors and officers prior to March 1986, the date the pol icy expired
. The Association has been unable to obtain from any carrier a replacement direct ors and officers
liability insurance policy which provides adequate coverage in relation to the pre mium and other
terms of the policy. The Association believes that most other financial institutions are facing similar
circumstances with respect to directors and officers liability insurance.
In order to induce its existing directors and officers to continue to serve as directors and officers
of the Association, the Board of Directors has determined to establish the Indemnity Fund whic h will
provide protection to the current and any future directors and specified officers of the Associat ion.
The Indemnity Fund will be established pursuant to documentation substantially in the form of
Exhibit "D" to this Proxy Statement, and the description of the Indemnity Fund set forth herein is
qualified in its entirety by reference thereto. Under the Indemnity Fund, an agreement will be entered
into between the Association and legal counsel not currently representing the Associati on, pursuant
to which deposits of up to $750,000 will be made to the Indemnity Fund. Deposits may be made by
cash or by securities (valued at fair market value as of the date of deposit), or some combination of
both. The Association may, in the future, seek Stockholder authorization of additional cont ributions
to the Indemnity Fund. Cash in the Indemnity Fund will be invested in investments dire cted by the
INDEMNIFICATION§17.109
1991 Jefren Publishing Company, Inc. 136
Association; interest and profits from such investments or any securities deposited in the Indemnity
Fund will be added to and become part of the Indemnity Fund.
The Association's accountants have determined that the funds deposited with counsel unde r the
Indemnity Fund will be accounted for as a deposit, and portions thereof will be expensed if and to
the extent that valid claims against Indemnity Fund assets are presented for pa yment. Income on
Indemnity Fund assets will be recognized as accrued. During 1985, the Association paid pre miums
of $27,788 for its directors and officers liability insurance.
The Indemnity Fund will be available to cover substantially all actions commence d against the
Association's directors and specified officers after the Indemnity Fund's effective date, wit hout
regard to when the acts or omissions alleged to form the basis for the claim took pl ace. The
Indemnity Fund will terminate automatically upon exhaustion of the funds, at the tim e specified by
the Association when cash or securities are deposited or, if no such time is specified, upon written
notice by the Association; however, if at the time the Indemnity Fund is scheduled to terminate, an
event has occurred which may give rise to a claim against any director or office r of the Association
covered by the Indemnity Fund, termination will also require the consent of two-thirds of t he persons
covered thereby who may be or may reasonably become parties to claims that would be c overed by
the Indemnity Fund. There are no currently pending claims or actions known to the Associati on
which would invoke the provisions of the Indemnity Fund.
In the opinion of the Securities and Exchange Commission, obligations to indemnify directors
and officers against liability under the Securities Act of 1933 and the Securities E xchange Act of
1934 are contrary to public policy and are, therefore, unenforceable absent a contrary decision by a
court of appropriate jurisdiction. In the event that a claim for indemnification under t he Indemnity
Fund involving liability under securities laws is asserted by a director or officer, the Association will,
unless in the opinion of its counsel the matter has been settled by controlling prece dent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and the Securities Exchange Act of 1934.
The adoption of the Indemnity Fund is being presented to the Stockholders for ratification and
approval. The Board of Directors recommends that the Stockholders vote FOR the ratification
and approval of the establishment of the Indemnity Fund . Ratification and approval of the
Indemnity Fund requires the affirmative vote of a majority of the shares represented and vote d at the
Annual Meeting, not counting the shares owned by the benefitted directors and officers. If the
Indemnity Fund is not approved by the Stockholders. it will not be implemented.
PROXY STATEMENTS : STRATEGY & FORMS
17-136 1987 Jefren Publishing Company, Inc.
COLUMBIA SAVINGS AND LOAN ASSOCIATION
DIRECTORS AND OFFICERS
INSURANCE INDEMNITY FUND
THIS AGREEMENT is made and entered into as of the ......... day of .................., 198 ...., by
and between Columbia Savings and Loan Association, a California corporation ("Columbia"), and
.................., a .................., duly licensed to practice law in the State of California ("Counsel").
RECITALS
A. Columbia is a corporation registered under Section 12(b) of the Securities Exchange Act of
1934, as amended, with securities listed on the New York Stock Exchange, Inc.
B. While Columbia has historically maintained Directors and Officers Liability Insurance for
the benefit of its officers and directors, Columbia's carrier has determined not to renew its policy.
C. Columbia has been unable to obtain a replacement directors and officers liabil ity insurance
policy from any insurance carrier which provides adequate coverage in relation to the pre mium and
other terms of the policy.
D. In order to induce directors and specified officers to continue to serve with Columbia, t he
Board of Directors of Columbia, by resolution duly adopted at its March 26, 1986 regular meet ing,
determined to establish an insurance fund with independent counsel for the purpose of providing
indemnity to directors and specified officers of Columbia and its wholly owned subsidiaries with
respect to certain claims and expenses, all on the terms and conditions set forth in this Agreement.
AGREEMENT
On the basis of the foregoing facts, and in consideration of the mutual covenants set forth i n this
Agreement, the parties hereto hereby agree for the express benefit of the "Agents" (as that term is
defined in Section 1 of this Agreement) as follows:
1. Definitions. As used in this Agreement:
(a) "Association" shall mean Columbia, each of its direct or indirect wholly owned
subsidiaries, and any successor to Columbia or substantially all of its business and operations.
(b) " Agents" shall mean all persons who now are or who hereafter shall be duly elected
directors of the Association, and those persons who are duly elected officers of the Association
and whose names have been set forth in a written list or lists from time to t ime delivered to
Counsel pursuant to this Agreement (and no person shall be removed from such list or lists
without his or her written consent), and their respective heirs, estates, legal repre sentatives and
assigns.
(c) "Assets" shall mean the cash, securities and other investments from time to time in
the Fund.
(d) "Wrongful Act" shall mean any actual or alleged error or misstatement or misleading
statement or act or omission or neglect or breach of duty by the Agents or any of them while
acting in their individual or collective capacities, or any matter not excl uded under Section 4 of
this Agreement claimed against the Agents or any of them solely by reason of their be ing
Agents.
(e) "Expenses" shall mean any and all costs of investigation and defense of legal
§17.109PROXY STATEMENTS : STRATEGY & FORMS
1991 Jefren Publishing Company, Inc. 138
actions, claims or proceedings made against the Agents, or any of them, for Wrongful Acts,
including, without limitation, fees and disbursements of counsel in connection therewith.
(f) "Loss" shall mean any amount which the Agents or any of them are
legally obligated to pay for a claim or claims made against them for Wrongful Acts, but shall not include Expenses. EXHIBIT"D"
INDEMNIFICATION§ 17.109
December 1986/January 1987/February 1987 17-137
2. The Fund.
(a) Concurrently with the execution of this Agreement, Columbia has delivered
to Counsel cash and/or securities as described in Exhibit "A" hereto, receipt of which
is hereby acknowledged by Counsel, which Counsel shall promptly deposit in a
special client's trust account which has been established by Counsel for the sole
benefit of the Association and the Agents under the name ".................. Client Trust
Account for the Benefit of Columbia and its Agents under Agreement dated .................., 198 .... ."
(b) Columbia may at any time and from time to time hereafter deposit addi tional
cash and/or securities to the trust account established pursuant to Section 2(a) of thi s
Agreement, Columbia may also deposit cash or securities in substitution for any
Assets in the trust account provided that the value of the cash or securities deposite d
equals or exceeds the value of the Assets withdrawn. A substitution of cash or
securities for Assets in the trust account shall not be deemed to be a withdrawal of
Assets from the Fund for any purpose under this Agreement. Columbia may also,
subject to the provisions of Section 5 of this Agreement, require Counsel to pay and
return to Columbia or its order any or all of the Assets in the trust account.
(c) All cash in the trust account established pursuant to Section 2(a) of this
Agreement shall be invested by Counsel in such investments as Columbia may from
time to time direct; any Assets in the trust account shall be sold or disposed of a s
Columbia may from time to time direct; all income and profits from the Asset s shall
be added to and become a part of the trust account established pursuant to Section
2(a) of this Agreement; and any brokers' commissions, fees, expenses and losses, if
any, relating thereto shall be charged against the trust account.
(d) As used in this Agreement, the "Fund" shall consist of the trust account
established pursuant to Section 2(a) of this Agreement, adjusted from time to time for
permissible additions and charges under this Agreement.
(e) Counsel shall, from time to time upon the request of Columbia, furnish
Columbia with a summary of all activity relating to the Fund; and if so reque sted by
Columbia, Counsel shall permit Columbia access to its books and records relating to
the Fund for the purpose of auditing the Fund and activities therein.
3. Use of the Fund for Expenses and Losses.
(a) If during the term of this Agreement any claim or claims are made against
the Agents or any of them for a Wrongful Act while acting in their individual or
collective capacities as directors or officers of the Association, Counsel shall a t the
request of any one or more of the Agents against whom the claim has been made
provide legal representation to the requesting Agents (the "Client Agents") at its t hen-
current hourly rates (or at such other rates as they may mutually agree upon).
(b) All Expenses shall be billed by Counsel to the Association, with copies to all
Client Agents. However, if the Association for any reason (or without reason) fails to
pay such bill within 75 days following receipt of such bill, Counsel shall have the
right to charge the Fund for the amount of the bill then unpaid.
(c) If for any reason (including, without limitation, conflicts of interest and
§17.109PROXY STATEMENTS : STRATEGY & FORMS
1991 Jefren Publishing Company, Inc. 17-138
other ethical considerations) Counsel is unable to represent all of the Agents
requesting representation under Section 3(a) of this Agreement (the "Requesting
Agents"), the Agents shall consult among themselves as to how the Fund is to be
disbursed, and if (and only if) at least 66 % of all of the Requesting Agents agree in
2
3
writing as to the manner of disbursement, Counsel shall disburse among the various
lawyers for the Agents such portions of the Fund in payment of their respective bills
as is provided in that agreement.
(d) Without the prior written direction of Columbia, the Assets in the Fund shall
be not used for any purpose other than (i) investments, as provided in Section 2 of this
Agreement, and (ii) the payment of Expenses, as provided in Section 3 of this
Agreement; and without limiting the generality of the foregoing, unless Columbia
otherwise directs, the Fund shall not be used to pay any Losses.
INDEMNIFICATION§ 17.109
December 1986/January 1987/February 1987 17-139
(e) While the provisions of this Section 3 require Counsel first to render bills
to the Association, Counsel understands and agrees that Columbia has not agreed
to pay any of such bills, and that the ability and obligation of Columbia to pay
such bills is and shall be strictly limited by the provisions of its By-Laws and
applicable law, including, without limitation, the provisions of Section 317 of the
General Corporation Law of the State of California. 4 . Exclusions. Notwithstanding any provision of this Agreement to the
contrary, this Agreement shall not relate to, and no payments from the Fund shall be
made for Expenses relating to, any claim made against the Agents, or any of them:
(a) for libel or slander;
(b) based upon or attributable to their gaining in fact any personal profit or
advantage to which they were not legally entitled;
(c) for the return by the Agents of any remuneration paid to the Agents
without the previous approval of the stockholders of the Association which
payment without such previous approval shall be held by the courts to have been
illegal;
(d) for an accounting of profits made from the purchase or sale by the
Agents of securities of the Association within the meaning of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto or similar provisions of
any state statutory law or common law;
(e) brought about or contributed to by the dishonesty of the Agents;
however, notwithstanding the foregoing, the Agents shall be protected under the
terms of this Agreement as to expenses relating to any claims upon which suit
may be brought against them, by reason of any alleged dishonesty on the part of
the Agents, unless a judgment or other final adjudication thereof adverse to the
Agents shall establish that acts of active and deliberate dishonesty committed by
the Agents with actual dishonest purpose and intent were material to the cause of
action so adjudicated;
(f) which, at the time of happening of such claim, is insured by any existing
valid policy or policies of insurance under which payment of the Expenses or the
Loss is actually made, except in respect of any excess beyond the amount or
amounts of payments under such other policy or policies;
(g) for which the Agents are entitled to indemnity and/or payment by reason
of having given notice of any circumstance which might give rise to a claim unde r
any policy or policies of insurance the term of which has expired prior to the date
of this Agreement;
(h) based on or attributable to bodily injury, sickness, disease, or death of
any personnel or to damages to or destruction of any tangible property including
loss of use thereof;
(i) in which the Association is the plaintiff (but derivative actions shall not
be within this exclusion); or
(j) based on or attributable to personal injury or bodily injury, sickness,
disease or death of any person, or damage to, destruction of or loss of use of any
§17.109PROXY STATEMENTS : STRATEGY & FORMS
1991 Jefren Publishing Company, Inc. 17-140
property, directly or indirectly caused by seepage, pollution or contamination, or
the cost of removing, nullifying or cleaning up seeping, polluting or contaminating
substances.
It is agreed that any fact pertaining to any Agent shall not be imputed to any ot her
Agent for the purpose of determining the application of the above exclusions.
5.Term and Termination. This Agreement shall become effective upon the date
of its execution, and shall expire on the first to occur of the following: (i) the dat e
upon which the Fund has been fully utilized; or (ii) 30 days following written notice
by Columbia to Counsel and all Agents (the "30-Day Notice Period") of its
determination to terminate this Agreement; provided, however, that without the prior
written consent of at least 66 % of all Agents who reasonably would be parties to
2 3
any of the following claims, Columbia shall not have the right to terminate this
Agreement or to withdraw any amounts from the Fund if at the time it desires to do
so: (x) any claim or claims covered by this Agreement shall have been made agai nst
the Agents, or any of them; (y) the Association or the Agents, or any of them, shall
have received written or oral notice from any party that it is the intention of suc h party
to hold the Agents responsible for the results of any Wrongful Act done or alleged to
have been done by the Agents, which claim if made would be covered by this
Agreement; or (z) the Association or the Agents, or any of them, shall have become
aware of any occurrence (such as, by way of example and not limitation, a major
downward restatement in Columbia's financial statements, the appointment of a
receiver or conservator for the Association, or the filing by or against the Association
of a petition for relief under applicable bankruptcy laws) which may subsequently
give rise to a claim being made against the Agents in respect of any alle ged Wrongful
Act, or which may in the judgment of a majority of the Agents materially increa se the
likelihood for lawsuits; in each of the three foregoing cases until such event has been
fully and completely resolved to the satisfaction of at least 66 % of the persons who
2 3
are Agents and who reasonably would be parties to any of such claims; provided, that
if such facts have not been communicated to Counsel prior to the expiration of the 30-
Day Notice Period, Counsel shall have the absolute right and obligation to accept suc h
notice of termination and return any unused portion of the Fund to Columbia or its
order; provided further, however that if Columbia shall have by notice to Counsel
irrevocably elected to waive its right to terminate this Agreement or withdraw
amounts from the Fund prior to a specified date, Columbia may not terminate this
Agreement or withdraw amounts from the Fund prior to such date.
6. Miscellaneous.
(a) Effect of Section 317. It is the intention of the parties hereto that this
Agreement fall within the provisions of Section 317(i) of the General
Corporation Law of the State of California, and, to that end, that this Agreement
be deemed to be "insurance on behalf of [any] agent of the Corporation."
However, if for any reason it is determined that this Agreement does not fall
within the provisions of Section 317(i), then this Agreement shall constitute a
firm and binding agreement to advance expenses under the provisions of Section
317(f); and to that end, prior to commencing any legal representation under this
Agreement on behalf of any Agent, Counsel shall obtain from each Agent an
INDEMNIFICATION§ 17.109
December 1986/January 1987/February 1987 17-141
agreement in favor of Columbia in the form of Annex "A" to this Agreement
which Counsel shall deliver to Columbia.
(b) All communications, notices and instructions hereunder shall be in
writing, and all such communications, notices and instructions hereunder shall be
personally delivered or sent by registered or certified mail, return receipt
requested; if given or made to Columbia, shall be delivered or addressed to
Columbia at 8840 Wilshire Boulevard, Beverly Hills, California 90211, or at
such other address of which Columbia shall have given notice to Counsel in the
manner herein provided; if given or made to Counsel, shall be delivered or
addressed to Counsel at ...................................., or at such other address of which
Counsel shall have given notice to Columbia in the manner herein provided; if
given or made to the Agents, shall be delivered or addressed to the Agents at
such addresses as shall be the last permanent addresses of the Agents then
reflected on Columbia's records.
(c) Columbia shall, from time to time, at the request of Counsel, deliver to
Counsel a list of all Agents, together with their mailing addresses, date(s) of
employment with or service to the Association, and positions held with the
Association; and Counsel shall have the right to rely without further investigation
upon the accuracy and completeness of the last of such lists furnished to it by
Columbia.
(d) With respect to the investment of assets in the Fund, the duties of
Counsel are only such as are herein specifically provided and Counsel shall incur
no liability with respect thereto except for willful misconduct or gross negligence
so long as it has acted in good faith. In furtherance thereof, Counsel shall be
under no responsibility with respect to any of the sums deposited with it
hereunder, other than the safekeeping thereof, and faithfully following the
instructions as to investments thereof herein contained and the instructions of
Columbia as described herein. Counsel shall not be required to defend any legal
proceedings which may be instituted against Counsel with respect to the subject
matter of this Agreement unless requested to do so by any of the other parties
hereto and indemnified to its satisfaction against the cost and expense of such
defense; in the event of the institution, or threat of institution, of any such
proceedings by any party hereto, or any Agent, Counsel, when informed, shall
promptly notify the parties hereto, and the Agents, thereof. Counsel may delegate
all of its duties and obligations, and assign all of its rights, hereunder to another
law firm licensed to practice law under the State of California; provided,
however, that before any such assignment and delegation Columbia shall have
approved such new counsel, and the new counsel shall have executed an
agreement supplementary hereto to assume any and all of the obligations of
Counsel hereunder. Upon the effective date of any such delegation and
assignment, the new counsel shall for all purposes be deemed to be "Counsel"
hereunder, and the old Counsel shall transfer all Assets in the Fund to the new
counsel to be held under and pursuant to the terms and conditions of this
Agreement.
(e) This Agreement shall be governed by and construed in accordance with the
§17.109PROXY STATEMENTS : STRATEGY & FORMS
1991 Jefren Publishing Company, Inc. 17-142
laws of the State of California.
(f) This Agreement shall, subject to other provisions hereof restricting
assignment or delegation, be binding upon and inure to the benefit of the parties
hereto, their successors, heirs, executors, administrators, legal representatives and
assigns.
(g) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original agreement, but all of which
together shall constitute one and the same instrument.
(h) Titles and headings to Sections herein are for purposes of reference only,
and shall in no way limit, define or otherwise affect the provisions hereof.
(i) This Agreement may only be amended, modified or supplemented by an
agreement in writing, signed by Columbia and Counsel; and if at the time of any such
amendment, modification or supplement, Columbia would be disabled from
terminating this Agreement under the provisions of Section 5 of this Agreement, and
if such amendment, modification or supplement would adversely affect the rights of
the Agents, or any of them, hereunder, then such amendment, modification or
supplement shall not be effective unless and until it has been approved in writing by
at least 66 % of the Agents affected thereby.
2 3
(j) This Agreement has been executed for the express benefit of the Agents,
including those existing at the date of this Agreement and those who become Agents
after the execution hereof; and, to the maximum extent permissible by law, none of
the assets in the Fund shall be attachable or chargeable for the individual debts or
obligations of, the Association or any of the Agents.
(k) This Agreement constitutes and embodies the entire understanding and
agreement of the parties hereto relating to the subject matter hereof and the re are no
other agreements or understandings, written or oral, in effect between the parties
relating to such subject matter except as expressly referred to herein.
(l) In the event of any dispute between Counsel and any other party or
beneficiary to this Agreement with respect to the reasonableness of the fees and
disbursements of Counsel, the matter shall be submitted to arbitration in accordanc e
with the provisions and procedures of the State Bar of the State of California, and to
the extent permissible by law the parties shall be bound by the results thereof.
(m) For purposes of this Agreement, the value at any date of any securities or
Assets deposited in or withdrawn from the Fund shall be the fair market value at such
date of such securities or such Assets, as determined in good faith by Columbia.
IN WITNESS WHEREOF, each of the parties hereto have executed this
Agreement as of the date and year first above written.
COLUMBIA
SAVINGS AND LOAN
ASSOCIATION
INDEMNIFICATION§ 17.109
December 1986/January 1987/February 1987 17-143
By: ___________________________________________
Its
_________________________________________
And By:
_______________________________________
Its
_________________________________________
COUNSEL: _________________________________________
_________________________________________
§17.109PROXY STATEMENTS : STRATEGY & FORMS
1991 Jefren Publishing Company, Inc. 17-144
ANNEX "A"
Columbia Savings and Loan Association
8840 Wilshire Boulevard
Beverly Hills. California 90211
Attention: President Re: Directors and Officers Insurance Indemnity Fund
Gentlemen: The undersigned has been furnished with a copy of a certain Agreement dated
.................., 198 ...., and entitled "Directors and Officers Insurance Indemnity Fund"
(the "Agreement"). The undersigned understands that the purpose of the Agreement is
to provide a fund to be utilized for the payment of counsel fees and out-of-pocket
costs and expenses of counsel relating to certain claims against the officers and
directors of Columbia Savings and Loan Association ("Columbia") or certain of its
subsidiaries as described therein, and subject to the limitations therein contained.
The undersigned further understands that it was the intention of the Board of
Directors of Columbia in establishing the Directors and Officers Insurance Indemnity
Fund that such Fund, and the Agreement, would constitute "insurance," and that the
actions of Columbia in entering into the Agreement with the counsel named therei n,
and delivering funds to such counsel, would constitute the "purchase and maintenance
of insurance" within the purview of the General Corporation Law of the State of
California.
The undersigned hereby acknowledges and agrees that if at any time it is
determined that the Insurance Indemnity Fund, and the related Agreement, do not
constitute "insurance," all amounts which have been paid from the Insurance
Indemnity Fund to counsel for the undersigned shall be deemed to be "expenses
incurred in defending any proceeding ... advanced by the Corporation prior to the final
disposition of such proceeding," and the undersigned agrees in such event that unless
it shall be determined ultimately under and pursuant to the provisions of Section 317
of the General Corporation Law that the undersigned is entitled to be indemnified as
authorized in such Section, the undersigned shall following the conclusion of any such
proceeding, repay to Columbia all amounts so advanced.
This letter agreement is made for the purpose of permitting Columbia, a
California corporation, to execute the Agreement, and to transfer to the Fund the
initial payment as provided in the Agreement, and this letter agreement shal l be
governed by and construed in accordance with the laws of the State of California. In
the event that any litigation is brought by Columbia to enforce the obligations of the
undersigned created hereunder, the successful party in such litigation shall be entitl ed
to be reimbursed for all out-of-pocket expenses incurred by it, including, without
limitation, its attorneys' fees.
DATED: .................., 198....
INDEMNIFICATION§ 17.109
December 1986/January 1987/February 1987 17-145
_________________________________________
who holds the following offices with
Columbia Savings and Loan Association: __________________________________________________________________________________
Columbia Savings and Loan Association 4/11/86
