Common use of APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT Clause in Contracts

APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT. (a) The undersigned hereby irrevocably constitutes and appoints B.B. Xxxxxxxxxxxxx, Xx. xxx Scotx X. Xxxxxxxx (xxe "Attorneys-in-Fact"), and each of them, his agent and attorney-in-fact, with full power of substitution, with respect to all matters arising in connection with the public offering and sale of the Shares, including, but not limited to, the power and authority on behalf of the undersigned to do or cause to be done any of the following things: (i) determine whether the Purchasers will be underwriters, dealers, agents or direct purchasers and select the particular Purchasers to act in such capacity; (ii) negotiate, determine and agree upon (a) the price at which the Shares will be initially offered to the public by the Purchasers pursuant to the applicable Purchase Agreement, as hereinafter defined, (b) the underwriting discount with respect to the Shares and (c) the price at which the Shares will be sold to the Purchasers by the Selling Stockholders pursuant to the applicable Purchase Agreement; provided, however, that in no event may the Shares be sold to the Purchasers at a price per share less than $20; (iii) prepare, execute and deliver one or more agreements with one or more Purchasers (each, a "Purchase Agreement"), the terms of which are subject to agreement between the Company and the Purchasers, including the making of all representations and agreements provided in the applicable Purchase Agreement to be made by, and the exercise of all authority thereunder vested in, the undersigned; (iv) sell, assign, transfer and deliver the Shares to the Purchasers pursuant to the applicable Purchase Agreement and deliver to the Purchasers certificates for the Shares so sold; (v) take any and all steps deemed necessary or desirable by the Attorneys-in-Fact in connection with the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act" ), the Securities Exchange Act of 1934, as amended, and under the securities or "blue sky" laws of various states and jurisdictions, including, without limitation, the giving or making of such undertakings, representations and agreements and the taking of such other steps as the Attorneys-in-Fact may deem necessary or advisable; (vi) instruct the Company and the Custodian, as hereinafter defined, on all matters pertaining to the sale of the Shares and delivery of certificates therefor; (vii) provide, in accordance with the applicable Purchase Agreement, for the payment of underwriting discounts and commissions, transfer taxes and other expenses, if any, in connection with the offering and sale of the undersigned's Shares covered by the Registration Statement; (viii) retain such legal counsel as the Attorneys-in-Fact or any of them in their sole discretion deem appropriate (which may be the same as the Company's counsel), to act as counsel for the undersigned in connection with the sale of the Shares, such counsel being hereby authorized to rely upon the representations and warranties of the undersigned contained in the applicable Purchase Agreement and in Section 4 of this Agreement in acting in such capacity; and (ix) otherwise take all actions and do all things necessary or proper, required, contemplated or deemed advisable or desirable by the Attorneys-in-Fact in their discretion, including the execution and delivery of any documents, and generally act for and in the name of the undersigned with respect to the sale of the Shares to the Purchasers and the reoffering of the Shares by the Purchasers as fully as could the undersigned if then personally present and acting. (b) Each Attorney-in-Fact may act alone or in concert in exercising the rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement and Power of Attorney, and the act of any Attorney-in-Fact shall be the act of the Attorneys-in-Fact. Each Attorney-in-Fact is hereby empowered to determine, in his sole and absolute discretion, the time or times when, the purposes for which, and the manner in which, any power herein conferred upon the Attorneys-in-Fact shall be exercised. (c) The Custodian, the Purchasers, the Company and all other persons dealing with the Attorneys-in-Fact as such may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-Fact. (d) The Attorneys-in-Fact shall not receive any compensation for their services rendered hereunder, except that they shall be entitled to cause the Custodian to pay, from the proceeds payable to the undersigned, the undersigned's proportionate share of any out-of-pocket expenses incurred under this Agreement and similar instruments executed by other Selling Stockholders.

APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT. (a) A. The undersigned hereby irrevocably constitutes and appoints B.B. Xxxxxxxxxxxxx, Xx. Kurt X. Xxxxxxx xxx Scotx Georxx X. Xxxxxxxx (xxe "Attorneys-in-Fact"), and each of them, as its, his or her agent and attorney-in-fact, with full power of substitution, with respect to all matters arising in connection with the Merger and the public offering and sale of the ROA Shares, including, but not limited to, the power and authority on behalf of the undersigned to do or cause to be done any of the following things: (i) determine whether in connection with the Purchasers will be underwritersMerger, dealersdeliver the Swenxxx Xxxres and certificates representing them to the Company, agents or direct purchasers including the execution of stock powers and select other instruments, and receive the particular Purchasers to act ROA Shares and certificates representing them in such capacityexchange therefor; (ii) negotiate, determine and agree upon (a) the price at which the ROA Shares will be initially offered to the public by the Purchasers Underwriter pursuant to the applicable Purchase Underwriting Agreement, as hereinafter defined, (b) the underwriting discount with respect to the Shares ROA Shares, and (c) the price at which the ROA Shares will be sold to the Purchasers Underwriter by the Selling Stockholders undersigned pursuant to the applicable Purchase Underwriting Agreement; provided, however, that in no event may the Shares be sold to the Purchasers at a price per share less than $20; (iii) prepare, execute and deliver one or more agreements with one or more Purchasers an Underwriting Agreement (each, a the "Purchase Underwriting Agreement"), substantially in the terms form of the draft dated __________, 1997, delivered to the undersigned herewith, receipt of which are subject is acknowledged, but with such insertions, changes, additions or deletions as the Attorneys-in-Fact shall approve (which may include a decrease, but not an increase, in the number of shares of ROA Common Stock to agreement between be sold by the Company undersigned), such approval to be conclusively evidenced by the execution and delivery of the PurchasersUnderwriting Agreement by an Attorney-in-Fact, including the making of all representations and agreements provided in the applicable Purchase Underwriting Agreement to be made by, and the exercise of all authority thereunder vested in, the undersigned; (iv) sell, assign, transfer and deliver the ROA Shares to the Purchasers Underwriter pursuant to the applicable Purchase Underwriting Agreement and deliver to the Purchasers Underwriter certificates for the ROA Shares so sold, including the execution of stock powers and other instruments; (v) take any to make, execute, acknowledge and deliver all steps deemed necessary or desirable by the Attorneys-in-Fact in connection with the registration of the Shares under the Securities Act of 1933such other (a) contracts, as amended (the "Securities Act" )orders, the Securities Exchange Act of 1934receipts, as amendednotices, requests, instructions, certificates, letters and under the securities or "blue sky" laws of various states and jurisdictionsother writings, including, without limitation, representations to the giving or making United States Securities and Exchange Commission (the "SEC") concerning the reasons for the sale of such undertakingsthe shares by the undersigned, representations and agreements familiarity with the Registration Statement, and the taking absence of material adverse information concerning the Company; (b) communications, assurances and requests for acceleration of the effective date of the Registration Statement to the SEC; (c) amendments to the Underwriting Agreement; and (d) certificates to be delivered by the undersigned pursuant to the Underwriting Agreement; and in general to do such other steps things and to take such further action as the Attorneys-in-Fact Fact, in their sole and absolute discretion, may deem consider necessary or advisableproper in connection with or to carry out the contemplated sale of the ROA Shares to the Underwriter; (vi) to make, execute, acknowledge, verify and file on behalf of the undersigned, applications, consents to service of process and such other undertakings or reports as may be required by law with the state commissions or officers administering state securities laws, and, without limiting the generality of the foregoing, to execute and file an application for qualification of the Shares and a consent to the service of process on behalf of the undersigned pursuant to applicable provisions of applicable law, as fully as could the undersigned if personally present and acting. (vii) instruct the Company and the Custodian, as hereinafter defined, on all matters pertaining to the Merger and the sale of the ROA Shares and delivery of certificates therefor; (viiviii) provide, in accordance with the applicable Purchase Underwriting Agreement, for the payment of underwriting discounts and commissions, transfer taxes and other expenses, if any, in connection with expenses of the offering and sale of the undersigned's Shares ROA Common Stock covered by the Registration Statement; (viii) retain such legal counsel as the Attorneys-in-Fact or any of them in their sole discretion deem appropriate (which may be the same as the Company's counsel), to act as counsel for the undersigned in connection with the sale of the Shares, such counsel being hereby authorized to rely upon the representations and warranties of the undersigned contained in the applicable Purchase Agreement and in Section 4 of this Agreement in acting in such capacity; and (ix) otherwise take all actions and do all things necessary or proper, required, contemplated or deemed advisable or desirable by the Attorneys-in-Fact in their discretion, including the execution and delivery of any documents, and generally act for and in the name of the undersigned with respect to the Merger and the sale of the ROA Shares to the Purchasers Underwriter and the reoffering of the ROA Shares by the Purchasers Underwriter as fully as could the undersigned if then personally present and acting; and (x) appoint a new Custodian if the Custodian is unable to perform its obligations under this Custody Agreement and Power of Attorney (the "Agreement"), including any amendment of this Agreement. (b) B. Each Attorney-in-Fact may act alone or in concert in exercising the rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement and Power of Attorney, and the act of any Attorney-in-Fact shall be the act of the Attorneys-in-Fact. Each Attorney-in-Fact is hereby empowered to determine, in his or her sole and absolute discretion, the time or times when, the purposes for which, and the manner in which, any power herein conferred upon the Attorneys-in-Fact shall be exercised. (c) C. The Custodian, the PurchasersUnderwriter, the Company and all other persons dealing with the Attorneys-in-Fact as such may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-Fact. (d) D. The Attorneys-in-Fact shall not receive any compensation for their services rendered hereunder, except that they shall be entitled to cause the Custodian to pay, from the proceeds payable to the undersigned, the undersigned's proportionate share of any out-of-pocket expenses incurred under this Agreement and similar instruments executed by other Selling Stockholders.

APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT. (a) A. The undersigned hereby Shareholder irrevocably constitutes and appoints B.B. Xxxxxxxxxxxxx, Xx. xxx Scotx Xxxxx X. Xxxxxxxx Xxxxx and Xxxx X. XxXxxxxxx (xxe the "Attorneys-in-Fact"), and each of them, his its agent and attorney-in-fact, with full power of substitution, with respect to all matters arising in connection with the public offering and sale of the Shares, including, but not limited to, the power and authority on behalf of the undersigned Shareholder to do or cause to be done any of the following things: (i) determine whether to instruct the Purchasers will be underwriters, dealers, agents or direct purchasers and select Custodian (as defined below) to surrender certificates for all of the particular Purchasers to act Shareholders' shares of common stock of The Bank of Hemet in such capacityexchange for shares of Pacific Community Banking Group as provided in the Acquisition Agreement; (ii) to negotiate, determine and agree upon (a) the price at which the Shares will be initially offered to the public by the Purchasers pursuant to Underwriters, provided that the applicable Purchase Agreementprice shall not be less than $15 per share, as hereinafter defined, and (b) the underwriting discount with respect to the Shares and (c) the price at which the Shares will be sold to the Purchasers by the Selling Stockholders pursuant to the applicable Purchase Agreement; provided, however, that in no event may the Shares be sold to the Purchasers at a price per share less than $20Underwriters; (iii) prepareto execute on behalf of the Shareholder an underwriting agreement as follows: (a) making the representations and warranties of the Shareholder contained in this Agreement to the Underwriters; (b) undertaking the obligations of the Shareholder contained in this Agreement, execute for the benefit of the Underwriters; and deliver one or more agreements (c) indemnifying the Underwriters, on a joint and several basis with one or more Purchasers (each, a "Purchase Agreement"), the terms of which are subject to agreement between the Company Pacific Community Banking Group and the Purchasersother Shareholders, including for losses resulting from a breach of those representations, warranties and obligations, up to the making amount of all representations and agreements provided consideration received by the Shareholder for shares of Pacific Community Banking Group sold to the public in the applicable Purchase Agreement initial public offering. Such indemnification may include a provision for interim reimbursement and contribution, with the underwriters having a similar obligation to be made by, and the exercise of all authority thereunder vested in, shareholders participating in the undersigned;public offering. (iv) to allocate the number of shares of Pacific Community Banking Group common stock owned by the Shareholder that shall be sold to the Underwriters and the number of shares of Pacific Community Banking Group common stock that shall be retained by the Shareholder, in satisfaction of the terms of the Acquisition Agreement. NOTWITHSTANDING THE STATEMENT OF PREFERENCE MADE BY THE SHAREHOLDER HEREIN, THE ATTORNEYS-IN-FACT ARE AUTHORIZED, IN THEIR SOLE DISCRETION, TO SELL UP TO THE TOTAL NUMBER OF SHARES OF PACIFIC COMMUNITY BANKING STOCK OWNED BY THE SHAREHOLDER. (v) to sell, assign, transfer and deliver the Shares to the Purchasers pursuant to the applicable Purchase Agreement Underwriters and deliver to the Purchasers Underwriters certificates for the Shares so sold; (vvi) take any and all steps deemed necessary or desirable by the Attorneys-in-Fact in connection with the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act" "), the Securities Exchange Act of 1934, as amended, and under the securities or "blue sky" laws of various states and jurisdictions, including, without limitation, the giving or making of such undertakings, representations and agreements and the taking of such other steps as the Attorneys-in-Fact may deem necessary or advisable; (vivii) instruct the Company Pacific Community Banking Group and the Custodian, Custodian (as hereinafter defined, ) on all matters pertaining to the sale of the Shares and delivery of certificates therefor; (vii) provide, in accordance with the applicable Purchase Agreement, for the payment of underwriting discounts and commissions, transfer taxes and other expenses, if any, in connection with the offering and sale of the undersigned's Shares covered by the Registration Statement; (viii) retain such legal counsel as the Attorneys-in-Fact or any of them in their sole discretion deem appropriate (which may be the same as the Company's counsel), to act as counsel for the undersigned in connection with the sale of the Shares, such counsel being hereby authorized to rely upon the representations and warranties of the undersigned contained in the applicable Purchase Agreement and in Section 4 of this Agreement in acting in such capacity; and (ixviii) otherwise take all actions and do all things necessary or proper, required, contemplated or deemed advisable or desirable by the Attorneys-in-Fact in their discretion, including the execution and delivery of any documents, and generally act for and in the name of the undersigned Shareholder with respect to the sale of the Shares to the Purchasers Underwriters and the reoffering of the Shares by the Purchasers Underwriters as fully as could the undersigned Shareholder if then personally present and acting. (b) B. Each Attorney-in-Fact may act alone or in concert in exercising the rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement and Agreement, Letter of Transmittal, Power of AttorneyAttorney and Offer of Sale (this "Agreement"), and the act of any Attorney-in-Fact shall be the act of the Attorneys-in-Fact. Each Attorney-in-Fact is hereby empowered to determine, in his sole and absolute discretion, the time or times when, the purposes for which, and the manner in which, any power herein conferred upon the Attorneys-in-Fact shall be exercised. (c) C. The Custodian, the PurchasersRepresentatives, the Company Pacific Community Banking Group and all other persons dealing with the Attorneys-in-Fact as such may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-Fact. (d) D. The Attorneys-in-Fact shall not receive any compensation from the Shareholder for their services rendered hereunder, except that they shall be entitled to cause the Custodian to pay, from the proceeds payable to the undersigned, the undersigned's proportionate share of any out-of-pocket expenses incurred under this Agreement and similar instruments executed by other Selling Stockholders.

APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT. (a) A. The undersigned hereby irrevocably constitutes and appoints B.B. Xxxxxxxxxxxxx, Xx. xxx Scotx Arthxx X. Xxx and Anthxxx X. Xxxxxxxx (xxe "Attorneys-in-Fact"), and each of them, his agent and attorney-in-fact, with full power of substitution, with respect to all matters arising in connection with the public offering and sale of the Shares, including, but not limited to, the power and authority on behalf of the undersigned solely to do or cause to be done any of the following things: (i) determine whether the Purchasers will be underwriters, dealers, agents or direct purchasers and select the particular Purchasers to act in such capacity; (ii) negotiate, determine and agree upon (a) the per share price at which the Shares and the shares issuable upon exercise of the Warrants (the "Warrant Shares") will be initially offered to the public by the Purchasers Underwriters pursuant to the applicable Purchase Agreement, as hereinafter definedUnderwriting Agreements, (b) the underwriting discount with respect to the Shares and the Warrants and (c) the price at which the Shares or Warrants will be sold to the Purchasers Underwriters by the Selling Stockholders Securityholders pursuant to the applicable Purchase AgreementUnderwriting Agreements; provided, however, that in no event may the Shares be sold price per Share payable to the Purchasers at a undersigned shall not be less than the higher of (a) $ and (b) the highest price per share to be paid by the Underwriters to the Company for the shares of Class A Common Stock to be sold by it or to any other Selling Securityholder for the shares of Common Stock to be sold by them; provided, further that the price per Warrant payable to the undersigned shall not be less than $20the excess of (x) the price per share as determined in a manner consistent with the previous proviso multiplied by the number of shares of Class A Common Stock issuable upon the exercise of such Warrant over (y) the exercise price payable upon the issuance of such shares pursuant to such Warrant; provided, further, that the undersigned acknowledges that the net amounts actually received by the undersigned may be more or less, on a per share basis, than amounts received by another Selling Securityholder due to differing expenses incurred by, or associated with, the sale by the undersigned of the Shares and Warrants, including taxes and other amounts that may be withheld pursuant to paragraph 3(B) hereof; (iiiii) prepare, execute and deliver one or more agreements a U.S. Underwriting Agreement (the "U.S. Underwriting Agreement") and an International Underwriting Agreement (the "International Underwriting Agreement" and, together with one or more Purchasers (eachthe U.S. Underwriting Agreement, a the "Purchase AgreementUnderwriting Agreements"), substantially in the terms form of the proofs (the "Proofs") each dated , 1996 attached hereto as Exhibits A and B, respectively, but with such insertions, changes, additions or deletions as the Attorneys-in-Fact shall approve which are subject not, and which could not be, materially adverse to agreement between the Company and the Purchasersundersigned, including the making of all representations and agreements provided in the applicable Purchase Agreement Underwriting Agreements to be made by, by the undersigned and the exercise conditions to the obligations of the Underwriters to purchase Shares or Warrants to be sold by the undersigned pursuant thereto; provided, however, that the representations, warranties, agreements and conditions are the same, in all material respects, as the representations and warranties contained in the Proofs; provided, further, that in no event will the Attorneys-in-Fact have the power or authority thereunder vested in, to agree on the undersigned's behalf to (a) any increase or decrease in the number of Shares or Warrants to be sold by the undersigned (whether pursuant to any overallotment option or otherwise), (b) any change from the terms contained in the Proofs that would have the effect, or could have the effect, of materially increasing the amount or likelihood of any liability or obligation of the undersigned pursuant to the Underwriting Agreements or (c) arrangements whereby the undersigned will be treated less favorably than than other Selling Securityholders participating in the sale of the Shares or the Warrants or the offering of the Shares and the Warrant Shares; (iviii) sell, assign, transfer and deliver the Shares and the Warrants to the Purchasers Underwriters pursuant to the applicable Purchase Agreement Underwriting Agreements and deliver to the Purchasers Underwriters certificates for the Shares and the Warrants so sold; (v) take any and all steps deemed necessary or desirable by the Attorneys-in-Fact in connection with the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act" ), the Securities Exchange Act of 1934, as amended, and under the securities or "blue sky" laws of various states and jurisdictions, including, without limitation, the giving or making of such undertakings, representations and agreements and the taking of such other steps as the Attorneys-in-Fact may deem necessary or advisable; (viiv) instruct the Company and the Custodian, Custodian (as hereinafter defined, ) on all matters pertaining to the sale of the Shares and the Warrants and delivery of certificates therefor; (viiv) provideexecute and deliver, in accordance with on behalf of the applicable Purchase Agreementundersigned, for the payment of underwriting discounts and commissions, transfer taxes such receipts and other expensesclosing documents, if anywhether required by the Underwriting Agreements or otherwise, typically executed and delivered in connection with the offering and sale closing of the undersigned's Shares covered by the Registration Statement; (viii) retain such legal counsel as the Attorneys-in-Fact or any purchase from selling securityholders of them in their sole discretion deem appropriate (which may be the same as the Company's counsel), to act as counsel for the undersigned securities in connection with a public offering including the sale acknowledgment of payment of the Sharespurchase price for the Shares and the Warrants; provided, however, that all such counsel being hereby authorized to rely upon receipts and other closing documents are consistent with the representations and warranties of the undersigned contained transaction as currently reflected in the applicable Purchase Proofs and this Agreement and in Section 4 (including, without limitation, clause (ii) of this Agreement in acting in such capacitySection 2(A)); and (ixvi) solely with respect to the individuals and entities listed on Schedule II hereto and notwithstanding any of the limitations set forth above, otherwise take all actions and do all things necessary or proper, required, contemplated or deemed advisable or desirable by the Attorneys-in-Fact in their discretion, including the execution and delivery of any documents, and generally act for and in the name of the undersigned with respect to the sale of the Shares and the Warrants to the Purchasers Underwriters and the reoffering of the Shares and the Warrant Shares by the Purchasers Underwriters as fully as could the undersigned if then personally present and acting. (b) B. Each Attorney-in-Fact may act alone or in concert in exercising the rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement and Power of Attorney, and the act of any Attorney-in-Fact taken in accordance herewith shall be the act of the Attorneys-in-Fact. Each Attorney-in-Fact is hereby empowered to determine, in his sole and absolute discretion, the time or times when, the purposes for which, and the manner in which, any power herein conferred upon the Attorneys-in-Fact shall be exercised. (c) C. The Custodian, the PurchasersRepresentatives, the Lead Managers, the Company and all other persons dealing with the Attorneys-in-Fact as such may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-FactFact and to be consistent with the power and authority granted hereby. (d) D. The Attorneys-in-Fact shall not be entitled to receive any compensation for their services rendered hereunder, except that they shall be entitled to cause hereunder from the Custodian to pay, undersigned or from the proceeds payable to of the undersigned, sale of the undersigned's proportionate share of any out-of-pocket expenses incurred under this Agreement and similar instruments executed by other Selling StockholdersShares or the Warrants.

APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT. (a) A. The undersigned hereby Shareholder irrevocably constitutes and appoints B.B. Xxxxxxxxxxxxx, Xx. xxx Scotx Xxxxxx X. Xxxxxxxx Xxxxxx and N. Xxxxxxx Xxxxx (xxe the "Attorneys-in-Fact"), and each of them, his its agent and attorney-in-fact, with full power of substitution, with respect to all matters arising in connection with the public offering and sale of the Shares, including, but not limited to, the power and authority on behalf of the undersigned Shareholder to do or cause to be done any of the following things: (i) determine whether to instruct the Purchasers will be underwriters, dealers, agents or direct purchasers and select Custodian (as defined below) to surrender certificates for all of the particular Purchasers to act Shareholders' shares of common stock of Valley Bank in such capacityexchange for shares of Pacific Community Banking Group as provided in the Acquisition Agreement; (ii) to negotiate, determine and agree upon (a) the price at which the Shares will be initially offered to the public by the Purchasers pursuant to Underwriters, provided that the applicable Purchase Agreementprice shall not be less than $15 per share, as hereinafter defined, and (b) the underwriting discount with respect to the Shares and (c) the price at which the Shares will be sold to the Purchasers by the Selling Stockholders pursuant to the applicable Purchase Agreement; provided, however, that in no event may the Shares be sold to the Purchasers at a price per share less than $20Underwriters; (iii) prepare, to execute and deliver one or more agreements with one or more Purchasers on behalf of the Shareholder an underwriting agreement as follows: (each, a "Purchase Agreement"), a) making the terms of which are subject to agreement between the Company and the Purchasers, including the making of all representations and agreements provided warranties of the Shareholder contained in this Agreement to the Underwriters; (b) undertaking the obligations of the Shareholder contained in this agreement, for the benefit of the Underwriters; and (c) indemnifying the Underwriters, on a joint and several basis with Pacific Community Banking Group, for losses resulting from a breach of those representations, warranties and obligations, up to the amount of consideration received by the Shareholder for shares of Pacific Community Banking Group sold to the public in the applicable Purchase Agreement initial public offering. Such indemnification may include a provision for interim reimbursement and contribution, provided the underwriters have a reciprocal obligation to be made by, and the exercise of all authority thereunder vested in, shareholders participating in the undersigned;public offering. (iv) to allocate the number of shares of Pacific Community Banking Group common stock owned by the Shareholder that shall be sold to the Underwriters and the number of shares of Pacific Community Banking Group common stock that shall be retained by the Shareholder, in satisfaction of the terms of the Acquisition Agreement. Notwithstanding the statement of preference made by the Shareholder herein, the Attorneys-in-Fact are authorized, in their sole discretion, to sell up to the total number of shares of Pacific Community Banking Stock owned by the Shareholder. (v) to sell, assign, transfer and deliver the Shares to the Purchasers pursuant to the applicable Purchase Agreement Underwriters and deliver to the Purchasers Underwriters certificates for the Shares so sold; (vvi) take any and all steps deemed necessary or desirable by the Attorneys-in-Fact in connection with the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act" "), the Securities Exchange Act of 1934, as amended, and under the securities or "blue sky" laws of various states and jurisdictions, including, without limitation, the giving or making of such undertakings, representations and agreements and the taking of such other steps as the Attorneys-in-Fact may deem necessary or advisable; (vi) instruct the Company and the Custodian, as hereinafter defined, on all matters pertaining to the sale of the Shares and delivery of certificates therefor; (vii) provide, in accordance with the applicable Purchase Agreement, for the payment of underwriting discounts and commissions, transfer taxes and other expenses, if any, in connection with the offering and sale of the undersigned's Shares covered by the Registration Statement; (viii) retain such legal counsel as the Attorneys-in-Fact or any of them in their sole discretion deem appropriate (which may be the same as the Company's counsel), to act as counsel for the undersigned in connection with the sale of the Shares, such counsel being hereby authorized to rely upon the representations and warranties of the undersigned contained in the applicable Purchase Agreement and in Section 4 of this Agreement in acting in such capacity; and (ix) otherwise take all actions and do all things necessary or proper, required, contemplated or deemed advisable or desirable by the Attorneys-in-Fact in their discretion, including the execution and delivery of any documents, and generally act for and in the name of the undersigned with respect to the sale of the Shares to the Purchasers and the reoffering of the Shares by the Purchasers as fully as could the undersigned if then personally present and acting. (b) Each Attorney-in-Fact may act alone or in concert in exercising the rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement and Power of Attorney, and the act of any Attorney-in-Fact shall be the act of the Attorneys-in-Fact. Each Attorney-in-Fact is hereby empowered to determine, in his sole and absolute discretion, the time or times when, the purposes for which, and the manner in which, any power herein conferred upon the Attorneys-in-Fact shall be exercised. (c) The Custodian, the Purchasers, the Company and all other persons dealing with the Attorneys-in-Fact as such may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-Fact. (d) The Attorneys-in-Fact shall not receive any compensation for their services rendered hereunder, except that they shall be entitled to cause the Custodian to pay, from the proceeds payable to the undersigned, the undersigned's proportionate share of any out-of-pocket expenses incurred under this Agreement and similar instruments executed by other Selling Stockholders.

APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT. (a) A. The undersigned hereby irrevocably constitutes and appoints B.B. Xxxxxxxxxxxxx, Xx. xxx Scotx X. Xxxxxxxx (xxe "the Attorneys-in-Fact"), and each of them, his agent or her true and attorney-in-fact, with full power of substitution, lawful agents and attorneys with respect to all matters arising in connection with the public offering and sale of the Sold Shares, including, but not limited to, the power and authority on behalf of the undersigned to do or cause to be done any of the following things: (i) determine whether the Purchasers will be underwriters, dealers, agents or direct purchasers and select the particular Purchasers to act in such capacity; (ii) negotiate, determine and agree upon (a) the price at which the Sold Shares will be initially offered to the public by the Purchasers Underwriters pursuant to the applicable Purchase AgreementUnderwriting Agreements, as hereinafter defined, (b) the underwriting discount with respect to the Sold Shares and (c) the price at which the Sold Shares will be sold to the Purchasers Underwriters by the Selling Stockholders Shareholders pursuant to the applicable Purchase Agreement; providedUnderwriting Agreements, howeverALL OF WHICH SHALL BE WITHOUT REGARD TO ESTIMATES OR RANGES CONTAINED IN THE REGISTRATION STATEMENT OR ELSEWHERE, that in no event may the Shares be sold to the Purchasers at a price per share less than $20OR ANY OTHER ORAL OR WRITTEN COMMUNICATIONS RELATING TO THE PROPOSED OFFERING SUPPLIED TO THE SELLING SHAREHOLDERS; (iiiii) preparemake, execute and deliver one or more the underwriting agreements with one or more Purchasers (each, a "Purchase Agreement")collectively, the "Underwriting Agreements") with respect to the Offerings, as such term is defined in the Registration Statement, with such terms and conditions (specifically including, but not limited to, the price at which the Sold Shares will be sold) as any Attorney-in-Fact in his or her sole discretion shall approve, such approval to be conclusively evidenced by the execution and delivery of which are subject to agreement between the Company Underwriting Agreements by the Attorneys-in-Fact or any of them; and carry out and comply with all of the Purchasersprovisions of the Underwriting Agreements, including the making of all representations and agreements provided in the applicable Purchase Agreement Underwriting Agreements to be made by, and the exercise of all authority thereunder vested in, the undersigned; (iviii) sell, assign, transfer and deliver the Shares to the Purchasers Underwriters pursuant to the applicable Purchase Agreement and deliver to Underwriting Agreements under the Purchasers certificates for respective circumstances hereinafter described the number of Sold Shares so soldidentified in Schedule I hereto; (viv) take any and all steps deemed necessary or desirable by the Attorneys-in-Fact in connection with the registration with the Securities and Exchange Commission (the "Commission") of the Sold Shares under the Securities Act of 1933, as amended (the "Securities Act" "), the Securities Exchange Act of 1934, as amended, and under the securities or "blue sky" laws of various states and jurisdictions, including, without limitation, the giving or making of such undertakings, representations and agreements and the taking of such other steps as the Attorneys-in-Fact may deem necessary or advisableany jurisdiction; (viv) instruct employ Xxxxx Xxxxxxxxx, or such other counsel as specifically agreed to by the Company and the Custodianundersigned, as hereinafter defined, on all matters pertaining to render the sale of the Shares and delivery of certificates therefor; (vii) provide, in accordance with the applicable Purchase Agreement, for the payment of underwriting discounts and commissions, transfer taxes and other expenses, if any, in connection with the offering and sale of the undersigned's Shares covered legal opinions required by the Registration Statement; (viii) retain such legal counsel as the Attorneys-in-Fact or any of them in their sole discretion deem appropriate (which may be the same as the Company's counsel), to act as counsel for the undersigned in connection with the sale of the Shares, such counsel being hereby authorized to rely upon the representations and warranties of the undersigned contained in the applicable Purchase Agreement and in Section 4 of this Agreement in acting in such capacityUnderwriting Agreements; and (ixvi) otherwise take all actions and do all things necessary or proper, required, contemplated or deemed advisable or desirable by the Attorneys-in-Fact or any of them in their his or her discretion, including the execution and delivery of any all documents, and generally act for and in the name of the undersigned with respect to the sale of the Sold Shares to the Purchasers Underwriters and the reoffering of the Sold Shares by the Purchasers Underwriters as fully as could the undersigned if then personally present and acting. B. The Custodians (bas defined in Section 2(A) Each Attorney-in-Fact may act alone or in concert in exercising the rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement and Power of Attorneybelow), and the act of any Attorney-in-Fact shall be the act of the Attorneys-in-Fact. Each Attorney-in-Fact is hereby empowered to determine, in his sole and absolute discretion, the time or times when, the purposes for which, and the manner in which, any power herein conferred upon the Attorneys-in-Fact shall be exercised. (c) The Custodian, the Purchasers, the Company Representatives and all other persons dealing with the Attorneys-in-Fact as in such capacity may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-Fact. (d) C. The Attorneys-in-Fact shall not receive any compensation for their services rendered hereunder, except that they shall be entitled to cause the Custodian to pay, from the proceeds payable to the undersigned, the undersigned's proportionate share of any out-of-pocket expenses incurred under this Agreement and similar instruments executed by other Selling Stockholders.

APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT. (a) A. The undersigned hereby Shareholder irrevocably constitutes and appoints B.B. Xxxxxxxxxxxxx, Xx. xxx Scotx Xxxxxx X. Xxxxxxxx Xxxxxx and N. Xxxxxxx Xxxxx (xxe the "Attorneys-in-Fact"), and each of them, his its agent and attorney-in-fact, with full power of substitution, with respect to all matters arising in connection with the public offering and sale of the Shares, including, but not limited to, the power and authority on behalf of the undersigned Shareholder to do or cause to be done any of the following things: (i) determine whether to instruct the Purchasers will be underwriters, dealers, agents or direct purchasers and select Custodian (as defined below) to surrender certificates for all of the particular Purchasers to act Shareholders' shares of common stock of Valley Bank in such capacityexchange for shares of Pacific Community Banking Group as provided in the Acquisition Agreement; (ii) to negotiate, determine and agree upon (a) the price at which the Shares will be initially offered to the public by the Purchasers pursuant to Underwriters, provided that the applicable Purchase Agreementprice shall not be less than $15 per share, as hereinafter defined, and (b) the underwriting discount with respect to the Shares and (c) the price at which the Shares will be sold to the Purchasers by the Selling Stockholders pursuant to the applicable Purchase Agreement; provided, however, that in no event may the Shares be sold to the Purchasers at a price per share less than $20Underwriters; (iii) prepareto execute on behalf of the Shareholder an underwriting agreement as follows: (a) making the representations and warranties of the Shareholder contained in this Agreement to the Underwriters; (b) undertaking the obligations of the Shareholder contained in this agreement, execute for the benefit of the Underwriters; and deliver one or more agreements (c) indemnifying the Underwriters, on a joint and several basis with one or more Purchasers (each, a "Purchase Agreement"), the terms of which are subject to agreement between the Company Pacific Community Banking Group and the Purchasersother Shareholders, including for losses resulting from a breach of those representations, warranties and obligations, up to the making amount of all representations and agreements provided consideration received by the Shareholder for shares of Pacific Community Banking Group sold to the public in the applicable Purchase Agreement initial public offering. Such indemnification may include a provision for interim reimbursement and contribution, with the underwriters having a similar obligation to be made by, and the exercise of all authority thereunder vested in, shareholders participating in the undersigned;public offering. (iv) to allocate the number of shares of Pacific Community Banking Group common stock owned by the Shareholder that shall be sold to the Underwriters and the number of shares of Pacific Community Banking Group common stock that shall be retained by the Shareholder, in satisfaction of the terms of the Acquisition Agreement. NOTWITHSTANDING THE STATEMENT OF PREFERENCE MADE BY THE SHAREHOLDER HEREIN, THE ATTORNEYS-IN-FACT ARE AUTHORIZED, IN THEIR SOLE DISCRETION, TO SELL UP TO THE TOTAL NUMBER OF SHARES OF PACIFIC COMMUNITY BANKING STOCK OWNED BY THE SHAREHOLDER. (v) to sell, assign, transfer and deliver the Shares to the Purchasers pursuant to the applicable Purchase Agreement Underwriters and deliver to the Purchasers Underwriters certificates for the Shares so sold; (vvi) take any and all steps deemed necessary or desirable by the Attorneys-in-Fact in connection with the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act" "), the Securities Exchange Act of 1934, as amended, and under the securities or "blue sky" laws of various states and jurisdictions, including, without limitation, the giving or making of such undertakings, representations and agreements and the taking of such other steps as the Attorneys-in-Fact may deem necessary or advisable; (vivii) instruct the Company Pacific Community Banking Group and the Custodian, Custodian (as hereinafter defined, ) on all matters pertaining to the sale of the Shares and delivery of certificates therefor; (vii) provide, in accordance with the applicable Purchase Agreement, for the payment of underwriting discounts and commissions, transfer taxes and other expenses, if any, in connection with the offering and sale of the undersigned's Shares covered by the Registration Statement; (viii) retain such legal counsel as the Attorneys-in-Fact or any of them in their sole discretion deem appropriate (which may be the same as the Company's counsel), to act as counsel for the undersigned in connection with the sale of the Shares, such counsel being hereby authorized to rely upon the representations and warranties of the undersigned contained in the applicable Purchase Agreement and in Section 4 of this Agreement in acting in such capacity; and (ixviii) otherwise take all actions and do all things necessary or proper, required, contemplated or deemed advisable or desirable by the Attorneys-in-Fact in their discretion, including the execution and delivery of any documents, and generally act for and in the name of the undersigned Shareholder with respect to the sale of the Shares to the Purchasers Underwriters and the reoffering of the Shares by the Purchasers Underwriters as fully as could the undersigned Shareholder if then personally present and acting. (b) B. Each Attorney-in-Fact may act alone or in concert in exercising the rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement and Agreement, Letter of Transmittal, Power of AttorneyAttorney and Offer of Sale (this "Agreement"), and the act of any Attorney-in-Fact shall be the act of the Attorneys-in-Fact. Each Attorney-in-Fact is hereby empowered to determine, in his sole and absolute discretion, the time or times when, the purposes for which, and the manner in which, any power herein conferred upon the Attorneys-in-Fact shall be exercised. (c) C. The Custodian, the PurchasersRepresentatives, the Company Pacific Community Banking Group and all other persons dealing with the Attorneys-in-Fact as such may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-Fact. (d) D. The Attorneys-in-Fact shall not receive any compensation from the Shareholder for their services rendered hereunder, except that they shall be entitled to cause the Custodian to pay, from the proceeds payable to the undersigned, the undersigned's proportionate share of any out-of-pocket expenses incurred under this Agreement and similar instruments executed by other Selling Stockholders.

APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT. (a) A. The undersigned hereby irrevocably constitutes and appoints B.B. XxxxxxxxxxxxxVictor Vaisleib, Xx. Yaron Garmazi and Ezra Menashe (any or xxx Scotx X. Xxxxxxxx (xxe xx xxxx, xxx "AttorneysXxxorneys-in-Fact"), and each of xxx xxxx xf them, his agent and attorney-in-fact, with full power of substitution, with respect to all matters arising in connection with the public offering and sale of the Shares, including, but not limited to, the power and authority on behalf of the undersigned to do or cause to be done any of the following things: (i) determine whether the Purchasers will be underwriters, dealers, agents or direct purchasers and select the particular Purchasers to act in such capacity; (ii) negotiate, determine and agree upon (a) the price at which the Shares will be initially offered to the public by the Purchasers Underwriters pursuant to the applicable Purchase Agreement, as hereinafter defined, (b) the underwriting discount with respect to the Shares and (c) the price at which the Shares will be sold to the Purchasers Underwriters by the Selling Stockholders Shareholders pursuant to the applicable Purchase Agreement; provided, howeverwhich shall in each of (a), (b) and (c) be the same as that in no event may with respect to shares sold by the Shares be sold to the Purchasers at a price per share less than $20Company; (iiiii) prepare, execute and deliver one or more agreements with one or more Purchasers a Purchase Agreement (each, a the "Purchase Agreement"), substantially in the terms form filed or to be filed as Exhibit 1.1 to the Registration Statement, delivered to the undersigned herewith, receipt of which are subject is acknowledged, but with such insertions, changes, additions or deletions as the Attorneys-in-Fact shall approve as not materially adverse to agreement between the Company undersigned (which may include a decrease, but not an increase, in the number of shares of Common Stock to be sold by the undersigned), such approval to be conclusively evidenced by the execution and delivery of the PurchasersPurchase Agreement by an Attorney-in-Fact, including the making of all representations and agreements provided in the applicable Purchase Agreement to be made by, and the exercise of all authority thereunder vested in, the undersigned; (iviii) sell, assign, transfer and deliver the Shares to the Purchasers Underwriters pursuant to the applicable Purchase Agreement and deliver to the Purchasers Underwriters certificates for the Shares so sold; (viv) take any and all steps deemed necessary or desirable by the Attorneys-in-Fact in connection with the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act" "), the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), and under the securities or "blue sky" laws of various states and jurisdictions, including, without limitation, the giving or making of such undertakings, representations and agreements and the taking of such other steps as the Attorneys-in-Fact may deem necessary or advisable; (viv) instruct the Company and the Custodian, as hereinafter defined, on all matters pertaining to the sale of the Shares and delivery of certificates therefor; (viivi) provide, in accordance with the applicable Purchase Agreement, for the payment of underwriting discounts and commissions, transfer taxes and other expenses, if any, in connection with expenses of the offering and sale of the undersigned's Shares shares of Common Stock covered by the Registration StatementStatement and any stamp duties, capital duties and stock transfer taxes, if any, payable upon the sales of the Shares to the Underwriters and in connection with the transfer of the Shares to the Underwriters ("Transfer Taxes"); (viiivii) retain such legal counsel as incur or authorize the Attorneys-in-Fact incurrence of any necessary or any of them in their sole discretion deem appropriate (which may be the same as the Company's counsel), to act as counsel for the undersigned expense in connection with the sale of the SharesShares and to determine the amount of any Transfer Taxes, such if any; (viii) retain legal counsel being hereby authorized to rely upon represent the representations Selling Shareholders, at the expense of the selling shareholders, in connection with any and warranties all matters referred to herein (which counsel may, but need not be, counsel for the Company); (ix) if necessary, to endorse (in blank or otherwise) on behalf of the undersigned contained the certificate(s) representing the Shares, or a stock power or powers attached to such certificate(s); (x) sign such other certificates, documents and agreements and take any and all other actions as the Attorneys may deem necessary or desirable in connection with the applicable consummation of the transactions contemplated by the Purchase Agreement and in Section 4 of this Agreement in acting in such capacityand Power of Attorney; and (ixxi) otherwise take all actions and do all things necessary or proper, required, contemplated or deemed advisable or desirable by the Attorneys-in-Fact in their discretion, including the execution and delivery of any documents, and generally act for and in the name of the undersigned with respect to the sale of the Shares to the Purchasers Underwriters and the reoffering offering of the Shares by the Purchasers Underwriters as fully as could the undersigned if then personally present and acting. (b) B. In the event of the death or incapacity of any Attorney-in-Fact, the remaining Attorney(s)-in-Fact may appoint a substitute therefore. The term "Attorney-in-Fact" as used in this Agreement shall include their respective substitutes. C. Each Attorney-in-Fact may act alone or in concert in exercising the rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement and Power of Attorney, and the act of any Attorney-in-Fact shall be the act of the Attorneys-in-Fact. Each Attorney-in-Fact is hereby empowered to determine, in his sole and absolute discretion, the time or times when, the purposes for which, which and the manner in which, any power herein conferred upon the Attorneys-in-Fact shall be exercised. (c) D. The Custodian, the PurchasersRepresentative(s), the Company and all other persons dealing with the Attorneys-in-Fact as such may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-Fact. (d) E. The Attorneys-in-Fact shall not receive any compensation for their services rendered hereunder, except that they shall be entitled to cause the Custodian to pay, from the proceeds payable to the undersigned, the undersigned's proportionate share of any out-of-pocket expenses incurred under this Custody Agreement and Power of Attorney and similar instruments executed by other Selling StockholdersShareholders.

APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT. (a) A. The undersigned hereby irrevocably constitutes and appoints B.B. Xxxxxxxxxxxxx, Xx. xxx Scotx X. Xxxxxxxx ________________ and ______________ (xxe the "Attorneys-in-Fact"), and each of them, his as its agent and attorneyAttorneys-in-factFact, with full power of substitution, with respect to all matters arising in connection with the public offering and sale of the Shares, including, but not limited to, the power and authority on behalf of the undersigned to do or cause to be done any of the following things: (i) determine whether the Purchasers will be underwriters, dealers, agents or direct purchasers and select the particular Purchasers to act in such capacity; (ii) negotiate, determine and agree upon (a) the price at which the Shares will be initially offered and sold by the Selling Stockholder to the Investors or public by the Purchasers pursuant to the applicable Purchase Placement Agency Agreement, as hereinafter defined, and (b) the underwriting discount fees payable to the Placement Agents with respect to the Shares and (c) the price at which the Shares will be sold to the Purchasers by the Selling Stockholders pursuant to the applicable Purchase Agreement; provided, however, that in no event may the Shares be sold to the Purchasers at a price per share less than $20Shares; (iiiii) prepare, execute and deliver one or more agreements with one or more Purchasers (eacha Placement Agency Agreement and a related Escrow Agreement, a form of which is attached to the Placement Agency Agreement (collectively, the "Purchase Placement Agency Agreement"), substantially in the terms form agreed to by and among the Company, the Selling Stockholder and the Placement Agents, delivered to the undersigned concurrently herewith, receipt of which are subject is acknowledged, but with such insertions, changes, additions or deletions as the Attorneys-in-Fact shall approve as not materially adverse to agreement between the Company undersigned (which may include a decrease, but not an increase, in the number of shares of Common Stock to be sold by the undersigned), such approval to be conclusively evidenced by the execution and delivery of the PurchasersPlacement Agency Agreement by an Attorney-in-Fact, including the making of all representations and agreements provided in the applicable Purchase Agreement to be made by, and the exercise of all authority thereunder vested in, in the undersigned; (iviii) sell, assign, transfer and deliver the Shares to the Purchasers pursuant to the applicable Purchase Placement Agency Agreement and deliver to the Purchasers Placement Agents certificates for the Shares so sold; (viv) take any and all steps deemed necessary or desirable by the Attorneys-in-Fact in connection with the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act" "), the Securities Exchange Act of 1934, as amended, and under the securities or "blue skyBlue Sky" laws of various states and jurisdictions, including, without limitation, the giving or making of such undertakings, representations and agreements and the taking of such other steps as the Attorneys-in-Fact may deem necessary or advisable; (viv) instruct the Company and the Custodian, as hereinafter defined, on all matters pertaining to the sale of the Shares and delivery of certificates therefor; (viivi) provide, in accordance with the applicable Purchase Placement Agency Agreement, for the payment of underwriting discounts and commissions, transfer taxes and other expenses, if any, in connection with expenses of the offering and sale of the undersigned's Shares Common Stock covered by the Registration Statement; (vii) retain legal counsel for the Selling Stockholder, which may also be legal counsel for the Company, in connection with all matters contemplated hereby and by the Placement Agency Agreement; (viii) retain such legal counsel instruct the Custodian as to the number of Shares to be sold by the Selling Stockholder (it being understood and agreed to by the undersigned that the Custodian shall be entitled to rely on the instructions from the Attorneys-in-Fact or any as to such number of them in their sole discretion deem appropriate (which may Shares to be sold by the same as the Company's counselSelling Stockholder), to act as counsel for the undersigned in connection with the sale of the Shares, such counsel being hereby authorized to rely upon the representations and warranties of the undersigned contained in the applicable Purchase Agreement and in Section 4 of this Agreement in acting in such capacity; and (ix) otherwise take all actions and do all things necessary or proper, required, contemplated or deemed advisable or desirable by the Attorneys-in-Fact in their discretion, including the execution and delivery of any documents, and generally act for and in the name of the undersigned with respect to the sale of the Shares to the Purchasers and the reoffering of the Shares by the Purchasers as fully as could the undersigned if then personally present and acting. (b) B. Each Attorney-in-Fact may act alone or in concert in exercising the rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement and Power of Attorney, and the act of any Attorney-in-Fact shall be the act of the Attorneys-in-Fact. Each Attorney-in-Fact is hereby empowered to determine, in his sole and absolute discretion, the time or times when, the purposes for which, and the manner in which, any power herein conferred upon the Attorneys-in-Fact shall be exercised. (c) C. The Custodian, the PurchasersPlacement Agents, the Company and all other persons dealing with the Attorneys-in-Fact as such may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-Fact. (d) D. The Attorneys-in-Fact shall not receive any compensation for their services rendered hereunder, except that they shall be entitled to cause the Custodian to pay, from the proceeds payable to the undersigned, the undersigned's proportionate share of any out-of-pocket expenses incurred under this Custody Agreement and Power of Attorney (this "Agreement") and similar instruments executed by other the Selling StockholdersStockholder.

APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT. (a) A. The undersigned hereby Shareholder irrevocably constitutes and appoints B.B. Xxxxxxxxxxxxx, Xx. xxx Scotx Xxxxx X. Xxxxxxxx Xxxxx and Xxxx X. XxXxxxxxx (xxe the "Attorneys-in-Fact"), and each of them, his its agent and attorney-in-fact, with full power of substitution, with respect to all matters arising in connection with the public offering and sale of the Shares, including, but not limited to, the power and authority on behalf of the undersigned Shareholder to do or cause to be done any of the following things: (i) determine whether to instruct the Purchasers will be underwriters, dealers, agents or direct purchasers and select Custodian (as defined below) to surrender certificates for all of the particular Purchasers to act Shareholders' shares of common stock of The Bank of Hemet in such capacityexchange for shares of Pacific Community Banking Group as provided in the Acquisition Agreement; (ii) to negotiate, determine and agree upon (a) the price at which the Shares will be initially offered to the public by the Purchasers pursuant to Underwriters, provided that the applicable Purchase Agreementprice shall not be less than $15 per share, as hereinafter defined, and (b) the underwriting discount with respect to the Shares and (c) the price at which the Shares will be sold to the Purchasers by the Selling Stockholders pursuant to the applicable Purchase Agreement; provided, however, that in no event may the Shares be sold to the Purchasers at a price per share less than $20Underwriters; (iii) prepare, to execute and deliver one or more agreements with one or more Purchasers on behalf of the Shareholder an underwriting agreement as follows: (each, a "Purchase Agreement"), a) making the terms of which are subject to agreement between the Company and the Purchasers, including the making of all representations and agreements provided warranties of the Shareholder contained in this Agreement to the Underwriters; (b) undertaking the obligations of the Shareholder contained in this agreement, for the benefit of the Underwriters; and (c) indemnifying the Underwriters, on a joint and several basis with Pacific Community Banking Group, for losses resulting from a breach of those represenations, warranties and obligations, up to the amount of consideration received by the Shareholder for shares of Pacific Community Banking Group sold to the public in the applicable Purchase Agreement initial public offering. Such indemnification may include a provision for interim reimbursement and contribution, provided the underwriters have a reciprocal obligation to be made by, and the exercise of all authority thereunder vested in, shareholders participating in the undersigned;public offering. (iv) to allocate the number of shares of Pacific Community Banking Group common stock owned by the Shareholder that shall be sold to the Underwriters and the number of shares of Pacific Community Banking Group common stock that shall be retained by the Shareholder, in satisfaction of the terms of the Acquisition Agreement. Notwithstanding the statement of preference made by the Shareholder herein, the Attorneys-in-Fact are authorized, in their sole discretion, to sell up to the total number of shares of Pacific Community Banking Stock owned by the Shareholder. (v) to sell, assign, transfer and deliver the Shares to the Purchasers pursuant to the applicable Purchase Agreement Underwriters and deliver to the Purchasers Underwriters certificates for the Shares so sold; (vvi) take any and all steps deemed necessary or desirable by the Attorneys-in-Fact in connection with the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act" ), the Securities Exchange Act of 1934, as amended, and under the securities or "blue sky" laws of various states and jurisdictions, including, without limitation, the giving or making of such undertakings, representations and agreements and the taking of such other steps as the Attorneys-in-Fact may deem necessary or advisable; (vi) instruct the Company and the Custodian, as hereinafter defined, on all matters pertaining to the sale of the Shares and delivery of certificates therefor; (vii) provide, in accordance with the applicable Purchase Agreement, for the payment of underwriting discounts and commissions, transfer taxes and other expenses, if any, in connection with the offering and sale of the undersigned's Shares covered by the Registration Statement; (viii) retain such legal counsel as the Attorneys-in-Fact or any of them in their sole discretion deem appropriate (which may be the same as the Company's counsel), to act as counsel for the undersigned in connection with the sale of the Shares, such counsel being hereby authorized to rely upon the representations and warranties of the undersigned contained in the applicable Purchase Agreement and in Section 4 of this Agreement in acting in such capacity; and (ix) otherwise take all actions and do all things necessary or proper, required, contemplated or deemed advisable or desirable by the Attorneys-in-Fact in their discretion, including the execution and delivery of any documents, and generally act for and in the name of the undersigned with respect to the sale of the Shares to the Purchasers and the reoffering of the Shares by the Purchasers as fully as could the undersigned if then personally present and acting. (b) Each Attorney-in-Fact may act alone or in concert in exercising the rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement and Power of Attorney, and the act of any Attorney-in-Fact shall be the act of the Attorneys-in-Fact. Each Attorney-in-Fact is hereby empowered to determine, in his sole and absolute discretion, the time or times when, the purposes for which, and the manner in which, any power herein conferred upon the Attorneys-in-Fact shall be exercised. (c) The Custodian, the Purchasers, the Company and all other persons dealing with the Attorneys-in-Fact as such may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-Fact. (d) The Attorneys-in-Fact shall not receive any compensation for their services rendered hereunder, except that they shall be entitled to cause the Custodian to pay, from the proceeds payable to the undersigned, the undersigned's proportionate share of any out-of-pocket expenses incurred under this Agreement and similar instruments executed by other Selling Stockholders.

APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT. (a) The Subject to subsection (g) of this Section, the undersigned hereby irrevocably makes, constitutes and appoints B.B. Xxxxxxxxxxxxx, Xx. Paul X. Xxxxxx xxx Scotx X. Xxxxxxxx J. Donaxx Xxxxx (xxe "Attorneys-in-Fact"), or either of them or their successors, its true and each of them, his lawful agent and attorney-in-fact, with full power of substitution, with respect to all matters arising in connection with the public offering and sale of the Shares, including, but not limited to, the full power and authority authority, in the name and on behalf of the undersigned to do or cause to be done any of the following thingsthings as fully as could the undersigned if personally present and acting: (i) determine whether the Purchasers will be underwriters, dealers, agents or direct purchasers and select the particular Purchasers to act in such capacity; (ii) negotiate, determine and agree upon (a) the price at which the Shares will be initially offered to the public by the Purchasers pursuant to the applicable Purchase Agreement, as hereinafter defined, (b) the underwriting discount with respect to the Shares and (c) the price at which the Shares will be sold to the Purchasers by the Selling Stockholders pursuant to the applicable Purchase Agreement; provided, however, that in no event may the Shares be sold to the Purchasers at a price per share less than $20; (iii) prepare, execute and deliver one or more agreements with one or more Purchasers (eachthe Underwriting Agreement, a "Purchase Agreement")in the form of the proofs, dated November 24, 1997, delivered to the terms undersigned herewith, receipt of which are subject to agreement between the Company and the Purchasersis acknowledged, including the making of all representations and the preparation, execution and delivery of all agreements provided in the applicable Purchase Underwriting Agreement to be made by, and the exercise of all authority thereunder vested in, the undersigned, provided that the Attorneys-in-Fact shall have no authority to expand the scope of the representations, warranties, covenants or indemnification agreements made by the undersigned in this Agreement or the Underwriting Agreement; (ivii) negotiate, determine and agree upon (A) the price at which the Shares will be initially offered to the public by the Underwriters pursuant to the Underwriting Agreement, (B) the underwriting discount with respect to the Shares, and (C) the price at which the Shares will be sold to the Underwriters by the Selling Stockholders pursuant to the Underwriting Agreement; provided that such price is not less than $____ per share; (iii) sell, assign, transfer and deliver the Shares to the Purchasers Underwriters pursuant to the applicable Purchase Agreement Underwriting Agreement, and sign, date and deliver to the Purchasers Underwriters certificates for the Shares so sold; sold (v) take any and all steps deemed necessary or desirable by the Attorneys-in-Fact in connection with the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act" ), the Securities Exchange Act of 1934, as amended, and under the securities or "blue sky" laws of various states and jurisdictions, including, without limitation, the giving or making of such undertakings, representations and agreements and the taking of such other steps as the Attorneys-in-Fact may deem necessary or advisable; (vi) instruct the Company and the Custodian, as hereinafter defined, on all matters pertaining including pursuant to the sale exercise of the Shares and delivery of certificates therefor; (vii) provide, in accordance with the applicable Purchase Agreement, for the payment of underwriting discounts and commissions, transfer taxes and other expenses, if any, in connection with the offering and sale of the undersigned's Shares covered by the Registration Statement; (viii) retain such legal counsel as the Attorneys-in-Fact or any of them in their sole discretion deem appropriate (which may be the same as the Company's counsel), to act as counsel for the undersigned in connection with the sale of the Shares, such counsel being hereby authorized to rely upon the representations and warranties of the undersigned contained in the applicable Purchase Agreement and in Section 4 of this Agreement in acting in such capacity; and (ix) otherwise take all actions and do all things necessary or proper, required, contemplated or deemed advisable or desirable by the Attorneys-in-Fact in their discretion, including the execution and delivery of any documents, and generally act for and in the name of the undersigned with respect to the sale of the Shares to the Purchasers and the reoffering of the Shares by the Purchasers as fully as could the undersigned if then personally present and acting. (b) Each Attorney-in-Fact may act alone or in concert in exercising the rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement and Power of Attorney, and the act of any Attorney-in-Fact shall be the act of the Attorneys-in-Fact. Each Attorney-in-Fact is hereby empowered to determine, in his sole and absolute discretion, the time or times when, the purposes for which, and the manner in which, any power herein conferred upon the Attorneys-in-Fact shall be exercised. (c) The Custodian, the Purchasers, the Company and all other persons dealing with the Attorneys-in-Fact as such may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-Fact. (d) The Attorneys-in-Fact shall not receive any compensation for their services rendered hereunder, except that they shall be entitled to cause the Custodian to pay, from the proceeds payable to the undersigned, the undersigned's proportionate share of any out-of-pocket expenses incurred under this Agreement and similar instruments executed by other Selling Stockholders.warrants to

APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT. (a) A. The undersigned hereby irrevocably constitutes and appoints B.B. Xxxxxxxxxxxxx, Xx. xxx Scotx X. Xxxxxxxx ________________ and ______________ (xxe the "Attorneys-in-Fact"), and each of them, his as its agent and attorneyAttorneys-in-factFact, with full power of substitution, with respect to all matters arising in connection with the public offering and sale of the Shares, including, but not limited to, the power and authority on behalf of the undersigned to do or cause to be done any of the following things: (i) determine whether the Purchasers will be underwriters, dealers, agents or direct purchasers and select the particular Purchasers to act in such capacity; (ii) negotiate, determine and agree upon (a) the price at which the Shares will be initially offered to the public by the Purchasers Underwriters pursuant to the applicable Purchase Underwriting Agreement, as hereinafter defined, (b) the underwriting discount discounts and commissions with respect to the Shares Shares, and (c) the price at which the Shares will be sold to the Purchasers Underwriters by the Selling Stockholders Stockholder pursuant to the applicable Purchase Underwriting Agreement; provided, however, that in no event may the Shares be sold to the Purchasers at a price per share less than $20; (iiiii) prepare, execute and deliver one or more agreements with one or more Purchasers (each, a an Underwriting Agreement the "Purchase Underwriting Agreement"), substantially in the terms form agreed to by and among the Company, the Selling Stockholder and the Underwriters, delivered to the undersigned concurrently herewith, receipt of which are subject is acknowledged, but with such insertions, changes, additions or deletions as the Attorneys-in-Fact shall approve as not materially adverse to agreement between the Company undersigned (which may include a decrease, but not an increase, in the number of shares of Common Stock to be sold by the undersigned), such approval to be conclusively evidenced by the execution and delivery of the PurchasersUnderwriting Agreement by an Attorney-in-Fact, including the making of all representations and agreements provided in the applicable Purchase Agreement to be made by, and the exercise of all authority thereunder vested in, in the undersigned; (iviii) sell, assign, transfer and deliver the Shares to the Purchasers Underwriters pursuant to the applicable Purchase Underwriting Agreement and deliver to the Purchasers Underwriters certificates for the Shares so sold; (viv) take any and all steps deemed necessary or desirable by the Attorneys-in-Fact in connection with the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act" "), the Securities Exchange Act of 1934, as amended, and under the securities or "blue skyBlue Sky" laws of various states and jurisdictions, including, without limitation, the giving or making of such undertakings, representations and agreements and the taking of such other steps as the Attorneys-in-Fact may deem necessary or advisable; (viv) instruct the Company and the Custodian, as hereinafter defined, on all matters pertaining to the sale of the Shares and delivery of certificates therefor; (viivi) provide, in accordance with the applicable Purchase Underwriting Agreement, for the payment of underwriting discounts and commissions, transfer taxes and other expenses, if any, in connection with expenses of the offering and sale of the undersigned's Shares Common Stock covered by the Registration Statement; (vii) retain legal counsel for the Selling Stockholder, which may also be legal counsel for the Company, in connection with all matters contemplated hereby and by the Underwriting Agreement; (viii) retain such legal counsel instruct the Custodian as to the number of Shares to be sold by the Selling Stockholder (it being understood and agreed to by the undersigned that the Custodian shall be entitled to rely on the instructions from the Attorneys-in-Fact or any as to such number of them in their sole discretion deem appropriate (which may Shares to be sold by the same as the Company's counselSelling Stockholder), to act as counsel for the undersigned in connection with the sale of the Shares, such counsel being hereby authorized to rely upon the representations and warranties of the undersigned contained in the applicable Purchase Agreement and in Section 4 of this Agreement in acting in such capacity; and (ix) otherwise take all actions and do all things necessary or proper, required, contemplated or deemed advisable or desirable by the Attorneys-in-Fact in their discretion, including the execution and delivery of any documents, and generally act for and in the name of the undersigned with respect to the sale of the Shares to the Purchasers Underwriters and the reoffering of the Shares by the Purchasers Underwriters as fully as could the undersigned if then personally present and acting. (b) B. Each Attorney-in-Fact may act alone or in concert in exercising the rights and powers conferred on the Attorneys-in-Fact by this Custody Agreement and Power of Attorney, and the act of any Attorney-in-Fact shall be the act of the Attorneys-in-Fact. Each Attorney-in-Fact is hereby empowered to determine, in his sole and absolute discretion, the time or times when, the purposes for which, and the manner in which, any power herein conferred upon the Attorneys-in-Fact shall be exercised. (c) C. The Custodian, the PurchasersRepresentatives, the Company and all other persons dealing with the Attorneys-in-Fact as such may rely and act upon any writing believed in good faith to be signed by one or more of the Attorneys-in-Fact. (d) D. The Attorneys-in-Fact shall not receive any compensation for their services rendered hereunder, except that they shall be entitled to cause the Custodian to pay, from the proceeds payable to the undersigned, the undersigned's proportionate share of any out-of-pocket expenses incurred under this Custody Agreement and Power of Attorney (this "Agreement") and similar instruments executed by other the Selling StockholdersStockholder.