§17.104 PROXY STATEMENTS : STRATEGY & FORMS
© 1995 Jefren Publishing Company, Inc. 17-106
Appendix B
FINANCIAL CORPORATION OF SANTA BARBARA DIRECTORS AND OFFICERSINDEMNITY TRUST
This Trust Agreement ("Agreement") is made and entered into as of the __________, day of
__________, 1988, by and between Financial Corporation of Santa Barbara, a Delaware corporation
("FCSB"), and Security Pacific National Bank, a corporation duly licensed to act as a trust company in the
State of California ("the Trustee").
A. In order to induce directors and officers of the Company (as that term is defined in Section 1 of
this Agreement) to continue to serve as such, FCSB has entered into Indemnity Agreements wit h certain
individuals, and may, in the future, enter into additional Indemnity Agreements, as a part of which FCSB
agrees that it shall establish a trust fund with an independent financial instituti on as trustee for the purpose
of securing its obligations under those agreements to provide reimbursement of certain legal fees and
expenses, all on the terms and conditions set forth in this Agreement.
B. The Trustee is willing to hold, manage and distribute that trust fund upon all of the terms and
conditions set forth in this Agreement.
AGREEMENT
Based upon the foregoing facts, and in consideration of the mutual covenants set forth in t his
Agreement, the Trustee accepts the Trust (as that term is defined in Section 1 of this Agreement) created
hereby and agrees to hold all property which it may receive in trust, for the purposes and on the terms and
conditions set forth herein, and the parties hereto hereby agree, for the express benefit of t he "Agents" (as
that term is defined in Section 1 of this Agreement), as follows:
1. Definitions. As used in this Agreement:
1.1 "Agent" or "Agents" shall mean any and all persons who now are or who hereafter shall be an
"Indemnitee" under the terms of a separate Indemnity Agreement substantially in the form of Exhibit "A"
hereto ("Indemnity Agreement"), and their respective successors, heirs, executors, administrators, esta tes,
legal representatives and assigns.
1.2 "Assets" shall mean the cash, securities and other investments from time to time in the Trust.
1.3 "Company" shall mean FCSB, each of its direct first-tier wholly owned subsidiaries, such ot her of
its direct or indirect subsidiaries as the Board of Directors of FCSB may also designate, and any successor
to FCSB or substantially all of its business and operations.
1.4 "Expenses" shall mean any and all costs included within the definitions of "Expenses" in a n
Indemnity Agreement.
1.5 "Trust" shall mean the trust account established hereunder, adjusted from time to tim e for
permissible additions and charges hereunder.
2. The Trust.2.1 Initial Deposit. Concurrently with the execution of this Agreement, FCSB has delivered to the
Trustee cash and/or securities as described in Exhibit "B" hereto, receipt of whi ch is hereby acknowledged
by the Trustee, which Assets the Trustee shall promptly deposit in a special trust account which has been
established by the Trustee for the sole benefit of the Company and the Agents under the nam e "FCSB
Indemnity Trust".
2.2 Additional Deposits; Substitution of Assets. Within two years after the date hereof, FCSB shall
from time to time deposit additional cash and/or securities so that the aggrega te amount of the Assets
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deposited by FCSB in the Trust shall have a value of at least $750,000, not including any interest, income
or profit which has accrued and been added to the Trust; provided, however, that such time m ay be
extended, and no such deposits shall be required if, by reason thereof, FCSB shall be unable to pay a
dividend on its Common Stock, par value $1.00 per share, of at least $.025 per share in any fisca l quarter.
FCSB may at any time and from time to time (but shall have no obligation t o do so) thereafter deposit
additional cash and/or securities in the Trust. FCSB may also deposit cash or securit ies in substitution for
any Assets in the Trust provided that the value of the cash or securities equals or exc eeds the value of the
Assets withdrawn. A substitution of cash or securities for Assets in the Trust shall not be dee med to be a
withdrawal of Assets from the Trust for any purpose under this Agreement. FCSB may also, subject t o the
provisions of Section 4 of this Agreement, require the Trustee to pay and return to FCSB a ny or all of the
Assets in the Trust. The Trustee shall have no duty or obligation whatsoever to ensure that FCSB complies
with its obligations under this Section 2.2.
2.3 Direction of Investment. The Assets shall be invested and reinvested by the Trustee, as
directed in writing by FCSB, in the assets specified in Exhibit "C" hereto, and all interest, income and
profit shall be added to and become a part of the Trust, and all brokers' commissions, fee s, expenses and
losses, if any, relating thereto shall be charged against the Trust. The Trustee shal l accept investment
directions only from any one of such representatives of FCSB, acting alone, as may be nam ed in a written
notice from time to time given to the Trustee by FCSB signed by the President of FCSB . The Trustee shall
have no duty to review or recommend investments, or to determine compliance of such i nvestments with
this Section 2.3, and shall have no obligation to invest the Assets, except in accordance with the directions
of FCSB. Notwithstanding any provision to the contrary in this Section 2.3, the Trustee is here by directed
to hold uninvested such monies or to liquidate and/or sell such Assets as the Trustee, in its sole discretion,
considers necessary to meet anticipated and imminent disbursements, including any paym ent pursuant to
Sections 3 or 5.3 hereof, without regard to any penalty or loss incurred as a result of liquida tion prior to
the maturity or sale of such Assets.
2.4 Summary of Activity; Access to Books and Records. The Trustee shall, from time to time upon
the request of FCSB, but not less often than monthly, furnish FCSB with a summary of all ac tivity relating
to the Trust; and if so requested by FCSB, the Trustee shall permit FCSB or its aut horized representatives
(including without limitation its attorneys and independent public accountants) ac cess to its books and
records relating to the Trust for the purpose of auditing the Trust and the activities therein.
2.5 Value of Assets. For purposes of this Agreement, the value at any date of any Assets deposited
in or withdrawn from the Trust shall be the fair market value at such date of such Asset s, as determined in
good faith by FCSB.
2.6 Taxes. FCSB shall pay any and all taxes on the Trust.
3. Use of the Trust. 3.1 Request for Advancement or Reimbursement of Expenses. If, during the term of this
Agreement, any Agent becomes entitled to advancement or reimbursement of Expenses pursuant to the
Indemnity Agreement between the Company and that Agent, the Agent shall submit to t he Trustee, with a
copy to FCSB, a request for withdrawal from the Trust substantially in the form of Exhibi t "D" hereto (the
"Request"). The Trustee shall, at the request of any one or more of the Agents by whom that R equest has
been made, subject to the provisions of Section 3.2 hereof, provide funds to or for the benefit of tha t Agent
for the payment of the Expenses incurred by that Agent, up to an aggregate maximum of $150,000 to or
on behalf of any one Agent over the term of the Trust. (An amount shall be deemed to be paid to or on
behalf of an Agent if it is paid to the Agent or to the provider of services to the Agent as reflected on bills
accompanying the Request and shall include the Agent's pro rata share of amounts paid to t he provider of
services to more than one Agent or in respect of bills rendered thereby.) Notwithstanding the provisions of
Paragraph 5 of the form of the Request attached hereto as Exhibit "D", the Trustee shal l have no duty or
obligation to determine whether the Agent is entitled to indemnification under t he Indemnity Agreement
or to take any action to obtain reimbursement to the Trust if such reimbursement is required by said
Paragraph 5.
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3.2Payment by the Trustee. No Request shall be considered by the Trustee unless, prior to
presentation of the Request, the Agent shall have first presented to FCSB bill(s) for the Expenses itemized
in the Request. If FCSB for any reason (or without reason) fails to pay any such bill(s), or any part thereof,
within 20 calendar days following receipt of such bill(s), the Agent may thereafter forward the Request to
the Trustee, with a copy to FCSB. Upon receipt by the Trustee of a Request submitted in accordance with
the requirements herein, the Trustee shall pay such bill(s) (to the extent not pa id by FCSB) within 15
calendar days after receipt of the Request and shall charge the Trust for the am ount thereof. The Trustee
may conclusively rely on the representations of the Agent set forth in the Request and shall not be liable to
any party for acting upon such reliance. Requests shall be paid by the Trustee in the order received;
provided, however, that, if the Trustee does not have sufficient funds in the Trust to satisfy in full a
Request or all Requests received on the same day, the Trustee shall make pro rat a payments (of the same
percentage of each Request) to the Agents who have made such Requests after deducting from the Trust
any amounts chargeable under Section 5.3 hereof. In the event FCSB makes additional deposits to the
Trust after the Trustee has made such pro rata payments, the Trustee shall continue to make payments to
Agents in accordance with the preceding sentence until any such partially paid R equests have been
satisfied, and thereafter to satisfy subsequent Requests.
3.3 Use of Assets. The Assets in the Trust shall not be used for any purpose other than (i)
investments, as provided in Section 2.3 hereof, (ii) the payment of Expenses, as provided in Section 3
hereof, and (iii) the payment of the Trustee's fees and expenses and certain taxes in accordance with
Section 5.3 hereof.
3.4 Dispute Between Agent and Company. The right of any Agent to demand and receive
payments from the Trustee shall not be affected or diminished in any way by the exist ence of any dispute
between the Agent and the Company, and the Trustee shall be entitled to rely upon the simple Request of
the Agent pursuant to Section 3 hereof in making distributions from the Trust. The Trustee shall have no
responsibility to inquire into the accuracy or truthfulness of any such Request. Distributions shall be made
by the Trustee notwithstanding any notice or demand by or on behalf of the Company that the distribution
should not be made, whether based on the Company's claim that any Agent is not entit led to all or part of
the amount of the distribution or otherwise. The Trustee shall have no responsibility or liabi lity to the
Company for making any payment despite having received any such notice or demand by or on beha lf of
the Company.
4. Term and Termination.
4.1 Term. This Agreement shall become effective upon the date of its execution and shall exi st
until terminated in accordance with Section 4.2 hereof.
4.2 Termination. Notwithstanding Section 4.1 hereof, this Agreement shall terminate on the first
to occur of the following: (i) the date upon which the Assets in the Trust have an aggrega te value of
$10,000 or less; or (ii) 30 days following receipt by the Trustee of the following documentation: (a )
written notice by FCSB (executed by either the President or a Vice President and ei ther the Secretary or an
Assistant Secretary of FCSB) to the Trustee and all Agents of FCSB's determination to terminate this
Agreement, accompanied by a certified copy of the resolution of the Board of Directors of FCSB
authorizing such termination; (b) the written consent to terminate this Agreement e xecuted by at least
662/3%?? of all Agents or at least 662/3%?? of the "Continuing Directors" of FCSB (as that term was
defined on April 26, 1988 in Article TWELFTH, C. (iii) of FCSB's Certificate of Incorporation) certified
by either the Secretary or an Assistant Secretary of FCSB as constituting the approval of the Agents or
Continuing Directors, as the case may be, required hereby; and (c) a written representat ion that FCSB is
not aware of any facts, or any pending or threatened claim or action, the existence of which would
preclude FCSB from terminating this Agreement pursuant to this Section 4.2 certified by either the
President or a Vice President and either the Secretary or an Assistant Secretary of FCSB to be accurate.
The Trustee shall have no obligation to determine whether the representations contai ned in the
documentation required to be presented to it hereunder are truthful and accurate and ma y rely, and shall be
protected in relying, on any instrument reasonably believed to be genuine and to have been signed by the
proper party or parties, unless the Trustee shall have received written notification of facts to the contrary.
So long as the Trustee has not received any such written notification, the Trustee shall not be liable to any
INDEMNIFICATION§17.104
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party, including but not limited to the Agents, or any of them, for disbursing the Assets to FCSB upon
receipt of and such reasonable reliance upon the documentation required by this Section 4.2. FCSB shall
not have the right to terminate this Agreement or to withdraw any Assets from the Trust i f (i) any claim or
claims covered by the Indemnity Agreements and this Agreement shall have been made against the
Agents, or any of them, (ii) the Company or the Agents, or any of them, shall have receive d notice
(written or oral) from any party that such party intends to assert a claim holding the Agents, or any of
them, responsible for any alleged act or omission by the Agents, or any of them, which claim , if made,
would be covered by the Indemnity Agreements and this Agreement, or (iii) the Company or t he Agents,
or any of them shall be aware of any facts (including, by way of example and without lim itation, a
material downward restatement of the Company's financial statements, the appointment of a receiver or
conservator for the Company or the filing by or against the Company of a petition for relie f under
applicable bankruptcy laws) which may subsequently give rise to a claim against the Agents, or any of
them, covered by the Indemnity Agreements, until any such claim, unasserted claim or fa cts have been
resolved to the satisfaction of at least 662/3??% of the Agents. If FCSB, by written notic e to the Trustee
executed by the President of FCSB, shall have irrevocably elected to waive its right to terminate this
Agreement or withdraw amounts from the Trust prior to a specified date, however, FCSB may not
terminate this Agreement or withdraw amounts from the Trust prior to such date.
4.3 Distribution on Termination. When this Trust is terminated in accordance with Section 4
hereof, the Trustee shall distribute the Assets in the Trust to FCSB or its order, after pa yment of any
outstanding Requests under Section 3 hereof and any deductions required or authorized by Section 5.3
hereof.
5. The Trustee. 5.1 The Trustee's Duties. With respect to the investment of Assets of the Trust, the duties of the
Trustee are only such as are specifically provided herein. The Trustee shall discharge its duties hereunder
with the care, skill, prudence and diligence, under the circumstances then prevail ing, that a prudent person
acting in like capacity and familiar with such matters would use in the conduc t of an enterprise of a like
character and with like aims. The Trustee shall not be liable for any loss sust ained by the Trust by reason
of the purchase, retention, sale or exchange of any investment, and the Trustee shall incur no liability with
respect thereto except for its willful misconduct or gross negligence as long as the T rustee has acted in
good faith in accordance with the terms and the conditions of this Agreement.
5.2 Indemnification of the Trustee. The Trustee shall not be liable for any action taken or omitted
by it in good faith and believed by it to be authorized hereby or within the rights or powers conferred upon
it hereunder, or taken or omitted by it in accordance with advice of counsel (which counse l may be of the
Trustee's own choosing) that such action or omission is authorized hereby or within the rights or powe rs
of the Trustee hereunder and shall not be liable for any mistake of fact or error of judgment or for any acts
or omissions of any kind unless caused by willful misconduct or gross negligence. FCSB agrees to
indemnify, defend and hold harmless the Trustee, in its individual and fiduciary capaci ty, and its
respective agents, servants, employees, directors, stockholders, representatives, assigns and affili ates
against any and all liabilities, losses, claims, expenses (including reasonable at torneys' fees) and damages
incurred by it hereunder, except for liabilities, losses, claims, expenses and damages i ncurred by the
Trustee resulting from its own willful misconduct or gross negligence, provided that the Truste e has acted
in good faith in accordance with the terms and the conditions of this Agreement. The i ndemnities
contained in this Section 5.2 shall be applicable whether or not the Trustee is the n serving as the Trustee
and shall survive the termination of the Trust.
5.3 Expenses and Compensation. The Trustee shall pay from the Trust, to the extent not paid by
FCSB, within 30 days after an invoice therefor has been presented to FCSB by the Trustee , (i) the
Trustee's reasonable expenses of administration of the Trust, including reasonable compensati on of
counsel and any agents engaged by the Trustee to assist in such administration and (ii) any taxes FCSB
has failed to pay pursuant to Section 2.6 hereof. The Trustee shall be entitled to compensation for its
services and reimbursement for its costs in accordance with the provisions set forth on Exhibit "F" hereto.
The Trustee shall have a lien on the Trust for such compensation and expenses until paid.
§17.104 PROXY STATEMENTS : STRATEGY & FORMS
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5.4Settlement of Accounts of the Trustee. The Trustee shall keep full accounts of all receipts and
disbursements. Within 90 days after the close of each year, or any termination of the duties of the Trustee,
the Trustee shall prepare, sign and submit in duplicate to FCSB an accounting as t he Trustee hereunder. If
FCSB finds the account to be correct, FCSB shall sign the instrument of settlement annexed to one
counterpart of the account and return such counterpart to the Trustee, whereupon the account shall become
an account stated as between the Trustee and FCSB. If, within 120 days after receipt of the account or any
amended account, FCSB has not signed and returned a counterpart to the Trustee, nor filed wi th the
Trustee written notice of any objection to any act or transaction of the Trustee , the account or amended
account shall become an account stated as between the Trustee and FCSB. If any written objection has
been filed, and if FCSB is satisfied that it should be withdrawn or if the account is adjusted to the
satisfaction of FCSB, FCSB shall deliver to the Trustee its written approval of the account and it shall
become an account stated as between the Trustee and FCSB. When an account becomes an account stated,
that account shall be finally settled, and the Trustee shall be completel y discharged and released, as if that
account had been settled and allowed by a judgment or decree of a court of competent jurisdiction in any
action or proceeding in which the Trustee and FCSB were parties.
5.5 Powers of the Trustee. Unless otherwise limited by the terms of this Agreement, the Trustee
shall have, with respect to any property at any time held by it and constituting part of the Trust, such
powers as may be granted to a trustee under California law.
5.6. Administrative Powers of the Trustee. The Trustee shall have the power, subject to Section 2.3
hereof, to do any of the following:
5.6.1 To cause any investment to be registered and held in the name of one or more of i ts
nominees, or one or more nominees of any system for the central handling of securities, without
increase or decrease of liability;
5.6.2 To receive any and all money and other property due to the Trust and to give full
discharge therefor;
5.6.3 To organize under the laws of any state a corporation for the purpose of acquiring and
holding title to any property which the Trustee is authorized to acquire under this Agreement and to
exercise with respect thereto any or all of the powers set forth in this Agreement; and
5.6.4 To hold uninvested, without liability for interest thereon, such monies received by the
Trustee as the Trustee considers necessary to meet anticipated and imminent disbursements. 5.7 Resignation or Removal of the Trustee.5.7.1 Resignation of the Trustee. The Trustee may resign at any time by delivering a written
notice of resignation to FCSB. Such resignation shall take effect on the date set fort h in such notice,
which shall be no earlier than 60 days from the date of such delivery to FCSB unless a short er time has
been agreed upon in writing by the Trustee and FCSB; provided that a successor trustee has be en
appointed pursuant to Section 5.7.3 or Section 5.7.5 hereof.
5.7.2 Removal of the Trustee. FCSB may remove the Trustee at any time by delivering a
written notice to the Trustee of removal and appointment of a successor trustee pursuant to Section
5.7.3 hereof. Such removal shall not take effect prior to 60 days from such delivery date unless the
Trustee agrees in writing to an earlier effective date.
5.7.3 Appointment of Successor Trustee. In the event of FCSB's receipt of notice of
resignation by the Trustee pursuant to Section 5.7.1 hereof, FCSB shall appoint a successor trustee
within 30 days after such notice has been given. Any successor trustee appointed by FCSB pursuant t o
this Section 5.7 shall be licensed to act as a trust company in the State of California and shall have
total assets of not less than $100 million and shall be approved in writing by at lea st 66 % of the
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Agents or 66 % of the Continuing Directors. The appointment of a successor trustee shall be 23
effective upon the later of (i) the date set forth as the effective date of such appointment in an
agreement supplementary hereto or in the form hereof to assume any and all of the obliga tions of the
Trustee hereunder, and (ii) the date of delivery to the Trustee of a copy of such agreem ent so executed,
INDEMNIFICATION§17.104
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together with a certificate, executed by either the President or a Vice President and either the Secretary
or an Assistant Secretary of FCSB, certifying that such successor trustee has been appoint ed and that
such appointment has been approved in accordance with this Section 5.7.3.
5.7.4 Successor Trustee as "Trustee" Hereunder. Upon the effective date of the appointment
of a successor trustee, the successor trustee, for all purposes, shall be deemed to be the "Trustee"
hereunder and all the provisions of this Agreement shall relate to each successor with the same force
and effect as if such successor had been originally named as the Trustee hereunder.
5.7.5 Petition to Court. If a successor trustee is not appointed within 30 days after the
Trustee gives notice of resignation pursuant to Section 5.7.1 hereof, which appointment shall be come
effective not later than the date of resignation of the Trustee as set forth in the Trustee's notice of
resignation, the Trustee, at the expense of the Trust, may petition the court, pursuant t o California
Probate Code Section 15640, to resign and the Trustee, FCSB or any Agent may petition the court s, at
the expense of the Trust, pursuant to California Probate Code Section 17200, for appointment of a
successor trustee.
5.7.6 Transfer of Trust. Upon the effective date of the appointment of a successor trustee
pursuant to Section 5.7.3 hereof, the Trustee shall promptly transfer all Assets in the Trust (l ess any
amounts due to the Trustee pursuant to Section 5.3 hereof) to the successor trustee to be he ld under
and pursuant to the terms and conditions of an agreement supplementary hereto or in the form he reof
to assume any and all of the obligations of the Trustee hereunder.
6. The Agents.
6.1 The Agents. All members of the Board of Directors and all officers of the Company serving
or elected or appointed from the date of this Agreement through its termination who have executed an
Indemnity Agreement with FCSB are and shall be Agents hereunder and beneficiaries of the Trust. A list
of the Agents as of the date of this Agreement is annexed hereto as Exhibit E. Any individual who is or
becomes an Agent shall remain an Agent for the purposes of this Agreement during the term hereof
despite his resignation, removal or other failure to continue in any capacity with t he Company, and no
person shall be removed from the list of Agents provided to the Trustee without that person's wri tten
consent.
6.2 New Agents. From time to time and promptly after (i) the execution of an Indemnity
Agreement with any Agent not listed on Exhibit E or (ii) any request of the Trustee , FCSB shall deliver to
the Trustee a list of all new Agents, together with their mailing addresses, dat e(s) of employment with or
service to the Company, and positions held with the Company. Subject to the provisions of Sec tion 6.1
hereof, the Trustee shall have the right to rely without further investigation upon the ac curacy and
completeness of the lists furnished to it by FCSB, unless the Trustee shall have receive d a notice of
change of address from an Agent whose mailing address has changed, in which case the Trustee m ay rely
upon the notice from that Agent for his mailing address.
7. Miscellaneous. 7.1 Notices. All notices, requests, demands, waivers, instructions and other communications
required or permitted to be given under this Agreement shall be in writing and shall be de emed to have
been given when personally delivered or two business days after being deposited in the U.S. ma il,
registered or certified, return receipt requested with postage prepaid and addressed as follows to the party
to whom the notice,
request, demand, waiver, instruction or other communication is to be given, or at such other address as
that party shall designate by notice to the other parties in accordance with this Section:
To FCSB or the Company:
Financial Corporation of Santa Barbara
3908 State Street
Santa Barbara, California 93105
Attention: Chief Executive Officer
To the Trustee: Security Pacific National Bank
§17.104 PROXY STATEMENTS : STRATEGY & FORMS
© 1995 Jefren Publishing Company, Inc. 17-112
Trust & Financial Service Office
834 State Street
Santa Barbara, California 93101
Attention: ________________ (Trust Account No. ________________)
To an Agent: At the address set forth in
Exhibit "E" hereto, as amended from
time to time by notice to the Trustee,
by FCSB or the Agent.
7.2 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California. Notwithstanding the foregoing, the rights of the Agent s to receive
indemnification from FCSB are governed by the laws of the State of Delaware.
7.3. Successors and Assignee. This Agreement shall, subject to other provisions hereof
restricting assignment or delegation, be binding upon and inure to the benefit of the partie s hereto, their
respective successor, heirs, executors, administrators, estates, legal representatives a nd assigns. For
purposes of this Agreement, all of the successors, heirs, executors, administrators, estates, legal
representatives and assigns of any Agent shall collectively constitute a single Agent.
7.4 Counterparts. This Agreement may be executed in two or more counterparts, and by each party
on separate counterparts, each of which shall be deemed an original agreement, but all of which together
shall constitute one and the same instrument.
7.5. Headings. Titles and headings to sections herein are for purposes of reference only and
shall in no way limit, define or otherwise affect the interpretation of the provisions hereof.
7.6. Amendment. This Agreement may be amended, modified or supplemented only by an
agreement in writing, signed by FCSB and the Trustee and approved in writing by at least 66 % of the
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Agents.
7.7 Agreement for the Express Benefit of Agents. 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 Trust shall be attachable or chargeable for the individual debts or obligations of t he Company or any
of the Agents.
7.8 Entire Agreement. This Agreement constitutes and embodies the entire understanding and
agreement of the parties hereto relating to the subject matter hereof and there are no other agreements or
understandings, written or oral, in effect between the parties relating to such subject m atter except as
expressly referred to herein.
7.9 Arbitration. Unless otherwise expressly provided in this Agreement, in the event of any
dispute arising under this Agreement, the matter shall be submitted to arbitration in accordance with the
provisions and procedures of the American Arbitration Association and, to the extent permissible by law,
the parties shall be bound by the results thereof; provided, however, that the Trustee shall have no
obligation to initiate any such proceeding.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date and
yearfirst above written.
FINANCIAL CORPORATION OF SANTA ARBARA
By: ___________________________________________
Its: ___________________________________________
INDEMNIFICATION§17.104
July 1989 17-113
And By: _______________________________________
Its: ___________________________________________
SECURITY PACIFIC NATIONAL BANK, N.T. & S.A.
By: ___________________________________________
Its: ___________________________________________
§17.104 PROXY STATEMENTS : STRATEGY & FORMS
© 1995 Jefren Publishing Company, Inc. 17-114
EXHIBIT "A"
[Form of Indemnity Agreement]
[See Appendix A to Proxy Statement]
EXHIBIT "B"
[Schedule of Assets To Be Delivered To Trustee]
