AGREEMENT Rebuttal of Rebuttable Determination of Control Under Part 574

Exhibit 99.5
AGREEMENT
Rebuttal of Rebuttable Determination of Control Under Part 574
I.	WHEREAS:
	A.		COMMUNITY FIRST FINANCIAL GROUP, INC. ("Acquiror") seeks to acquire 269,000 shares of common stock, par value $.01 per share ("Common Stock"), of XXXXXXXXXX WEST FINANCIAL GROUP, INC., 000 Xxxxx Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxx ("Xxxxxxxxxx"), which shares will represent 4.4% of a class of "voting stock" of Xxxxxxxxxx as defined under the Acquisition of Control Regulations ("Regulations") of the Office of Thrift Supervision ("Office"), 12 CFR part 574 ("Voting Stock").
	B.		Xx. Xxxxxxx X. Xxxxxxx ("Xx. Xxxxxxx") is the Chairman of the Board of Directors and the principal shareholder of the Acquiror beneficially owning 1,265,766 shares of common stock, without par value, of Acquiror, which constitutes 73.7% of a class of the voting stock of Acquiror.
	C.		Xx. Xxxxxxx also owns 1,094,212 shares of Common Stock of Xxxxxxxxxx (some of which he acquired through Wyandotte Community Corporation of Leavenworth, Indiana, and the Xxxxxxx Family Trust), or 17.8% of Xxxxxxxxxx'x shares following the proposed acquisition of 269,000 shares by the Acquiror. Xx. Xxxxxxx does not currently intend to purchase any more shares of Common Stock.
	D.		Xxxxxxx X. Xxxxxx is a director of CFFG and of Wyandotte Community Corporation of Leavenworth. He owns 131,979 shares of Common Stock, or 2.2% of Xxxxxxxxxx'x shares following the proposed acquisition of 269,000 shares by the Acquiror. Xx. Xxxxxx does not currently intend to purchase any more shares of Common Stock.
	E.		If Acquiror purchases the Shares, Acquiror, Xx. Xxxxxxx, and Xx. Xxxxxx (collectively, the "Shareholders") collectively will own 1,495,191 shares of Common Stock, or 24.4% of Xxxxxxxxxx'x outstanding shares of Common Stock. While the Shareholders may purchase additional shares of Common Stock of Xxxxxxxxxx in the future, the shares owned by them after any such acquisition, together with the Shares, will not exceed in the aggregate collectively 25% of Xxxxxxxxxx'x outstanding shares of Common Stock.
	X.		Xxxxxxxxxx is a "savings and loan holding company," and therefore is included in the definition of "savings association" within the meaning of the Regulations.
	G.		Acquiror does not seek to acquire the Shares and the Shareholders do not intend to hold the Shares for the purpose or effect of changing the control of Xxxxxxxxxx or in connection with or as a participant in any transaction having such purpose or effect.
	H.		The Regulations require a company or a person who intends to hold 10 % or more but not in excess of 25% of any class of Voting Stock of a savings association or holding company thereof and that also would possess any of the Control Factors specified in the Regulations, to file and obtain approval of an application ("Application") under the Savings and Loan Holding Company Act ("Holding Company Act"), 12 U.S.C. 1467a, or file and obtain clearance of a notice ("Notice") under the Change in Control Act ("Control Act"), 12 U.S.C. 1817(j), prior to acquiring such amount of stock and a Control Factor unless the rebuttable determination of control has been rebutted.
	I.		Under the Regulations, Xx. Xxxxxxx would be determined to be in control, subject to rebuttal, of Xxxxxxxxxx upon acquisition of the Shares.
	J.		Xx. Xxxxxxx has no intention to manage or control, directly or indirectly, Xxxxxxxxxx.
	K.		Xx. Xxxxxxx executed a Rebuttal of Rebuttable Determination of Control Agreement Under Part 574 with the Office on July 16, 2007, which agreement shall be terminated and replaced in its entirety with this Agreement.
	L.		The Shareholders have filed on April 3, 2008, a written statement seeking to rebut the determination of control, attached hereto and incorporated by reference herein.
	M.		In order to rebut the rebuttable determination of control, Xx. Xxxxxxx agrees to offer this Agreement as evidence that the acquisition of the Shares as proposed would not constitute an acquisition of control by the Shareholders under the Regulations.
II.	The Office has determined, and hereby agrees, to act favorably on the Rebuttal, and in consideration of such a determination and agreement by the Office to act favorably on the Rebuttal, Xx. Xxxxxxx agrees with the Office that:
	A.		Unless Xx. Xxxxxxx shall have filed a Notice under the Control Act, or an Application under the Holding Company Act, as appropriate, and either shall have obtained approval of the Application or clearance of the Notice in accordance with the Regulations, Xx. Xxxxxxx will not, except as expressly permitted otherwise herein or pursuant to an amendment to this Rebuttal Agreement:
			1.	Seek or accept representation of more than one member of the board of directors of Xxxxxxxxxx or its wholly-owned subsidiary Los Padres Bank, FSB, which is a federal savings bank regulated and supervised by the Office ("Los Padres");
			2.	Have or seek to have any representative serve as the chairman of the board of directors, or chairman of an executive or similar committee of Xxxxxxxxxx'x or Los Padres' boards of directors or as president or chief executive officer of Xxxxxxxxxx or Los Padres;
			3.	Engage in any intercompany transaction with Xxxxxxxxxx or Xxxxxxxxxx'x affiliates (including Los Padres);
			4.	Propose a director in opposition to nominees proposed by the management of Xxxxxxxxxx or Los Padres for the board of directors of Xxxxxxxxxx or Los Padres other than as permitted in paragraph A-1;
			5.	Solicit proxies or participate in any solicitation of proxies with respect to any matter presented to the stockholders of Xxxxxxxxxx or Los Padres other than in support of, or in opposition to, a solicitation conducted on behalf of management of Xxxxxxxxxx or Los Padres;
			6.	Do any of the following, except as necessary solely in connection with Xx. Xxxxxxx'x performance of duties as a member of Xxxxxxxxxx'x or Los Padres' boards of directors:
				a.	Influence or attempt to influence in any respect the loan and credit decisions or policies of Xxxxxxxxxx or Los Padres, the pricing of services, any personnel decisions, the location of any offices, branching, the hours of operation or similar activities of Xxxxxxxxxx or Los Padres;
				b.	Influence or attempt to influence the dividend policies and practices of Xxxxxxxxxx or Los Padres or any decisions or policies of Xxxxxxxxxx or Los Padres as to the offering or exchange of any securities;
				c.	Seek to amend, or otherwise take action to change, the bylaws, articles of incorporation, or charters of Xxxxxxxxxx or Los Padres;
				d.	Exercise, or attempt to exercise, directly or indirectly, control or a controlling influence over the management, policies or business operations of Xxxxxxxxxx or Los Padres; or
				e.	Seek or accept access to any non-public information concerning Xxxxxxxxxx or Los Padres.
	B.		Xx. Xxxxxxx is not a party to any agreement with Xxxxxxxxxx.
	C.		Xx. Xxxxxxx shall not assist, aid or abet any of Xxxxxxxxxx'x affiliates or associates that are not parties to this Agreement to act, or act in concert with any person or company, in a manner which is inconsistent with the terms hereof or which constitutes an attempt to evade the requirements of this Agreement.
	D.		Any amendment to this Agreement shall only be proposed in connection with an amended rebuttal filed by Xx. Xxxxxxx with the Office for its determination.
	E.		Prior to acquisition of any shares of "Voting Stock" of Xxxxxxxxxx as defined in the Regulations in excess of 25% of a class of voting stock, any required filing will be made by Xx. Xxxxxxx under the Control Act or the Holding Company Act and either approval of the acquisition under the Holding Company Act shall be obtained from the Office or any Notice filed under the Control Act shall be cleared in accordance with the Regulations.
	F.		At any time during which 10% or more of any class of Voting Stock of Xxxxxxxxxx is owned or controlled by Xx. Xxxxxxx, no action which is inconsistent with the provisions of this Agreement shall be taken by Xx. Xxxxxxx until Xx. Xxxxxxx files and either obtains from the Office a favorable determination with respect to either an amended rebuttal, approval of an Application under the Holding Company Act, or clearance of a Notice under the Control Act, in accordance with the Regulations.
	G.		Where any amended rebuttal filed by Xx. Xxxxxxx is denied or disapproved, Xx. Xxxxxxx shall take no action which is inconsistent with the terms of this Agreement, except after either (1) reducing the amount of shares of Voting Stock of Xxxxxxxxxx owned or controlled by Xx. Xxxxxxx to an amount under 10% of a class of Voting Stock, or immediately ceasing any other actions that give rise to a conclusive or rebuttable determination of control under the Regulations; or (2) filing a Notice under the Control Act, or an Application under the Holding Company Act, as appropriate, and either obtaining approval of the Application or clearance of the Notice, in accordance with the Regulations.
	H.		Where any Application or Notice filed by Xx. Xxxxxxx is disapproved, Xx. Xxxxxxx shall take no action which is inconsistent with the terms of this Agreement, except after reducing the amount of shares of Voting Stock of Xxxxxxxxxx owned or controlled by Xx. Xxxxxxx to an amount under 10% of any class of Voting Stock, or immediately ceasing any other actions that give rise to a conclusive or rebuttable determination of control under the Regulations.
	I.		Should circumstances beyond Xx. Xxxxxxx'x control result in Xx. Xxxxxxx being placed in a position to direct the management or policies of Xxxxxxxxxx, then Xx. Xxxxxxx shall either (1) promptly file an Application under the Holding Company Act or a Notice under the Control Act, as appropriate, and take no affirmative steps to enlarge that control pending either a final determination with respect to the Application or Notice, or (2) promptly reduce the amount of shares of Xxxxxxxxxx Voting Stock owned or controlled by Xx. Xxxxxxx to an amount under 10% of any class of Voting Stock or immediately cease any actions that give rise to a conclusive or rebuttable determination of control under the Regulations.
	J.		By entering into this Agreement and by offering it for reliance in reaching a decision on the request to rebut the presumption of control under the Regulations, as long as 10 % or more of any class of Voting Stock of Xxxxxxxxxx is owned or controlled, directly or indirectly, by Xx. Xxxxxxx, and Xx. Xxxxxxx possesses any Control Factor as defined in the Regulations, Xx. Xxxxxxx will submit to the jurisdiction of the Regulations, including (1) the filing of an amended rebuttal or Application or Notice for any proposed action which is prohibited by this Agreement, and (2) the provisions relating to a penalty for any person who willfully violates or with reckless disregard for the safety or soundness of a savings association participates in a violation of the Holding Company Act and the Regulations thereunder, and any regulation or order issued by the Office.
	K.		Any violation of this Agreement shall be deemed to be a violation of the Holding Company Act and the Regulations, and shall be subject to such remedies and procedures as are provided in the Holding Company Act and the Regulations for a violation thereunder and in addition shall be subject to any such additional remedies and procedures as are provided under any other applicable statutes or regulations for a violation, willful or otherwise, of any agreement entered into with the Office.
III.	This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which counterparts collectively shall constitute one instrument representing the Agreement among the parties thereto. It shall not be necessary that any one counterpart be signed by all of the parties hereto as long as 1each of the parties has signed at least one counterpart.
IV.	This Agreement shall be interpreted in a manner consistent with the provisions of the Rules and Regulations of the Office.
V.	This Agreement shall terminate upon (i) the approval by the Office of Xx. Xxxxxxx'x Application under the Holding Company Act or clearance by the Office of Xx. Xxxxxxx'x Notice under the Control Act to acquire Xxxxxxxxxx, and consummation of the transaction as described in such Application or Notice, (ii) the disposition by Xx. Xxxxxxx of a sufficient number of shares of Xxxxxxxxxx, or (iii) the taking of such other action that thereafter Xx. Xxxxxxx is not in control and would not be determined to be in control of Xxxxxxxxxx under the Control Act, the Holding Company Act or the Regulations of the Office as in effect at that time.
IN WITNESS THEREOF, the parties thereto have executed this Agreement individually or by their duly authorized officer.

	/s/ Xxxxxxx X. Xxxxxxx
	XXXXXXX X. XXXXXXX
	OFFICE OF THRIFT SUPERVISION
	By:	/s/ Xxxxxxx X. Xxxx
	Print:	Xxxxxxx X. Xxxx
	Its:	Assistant Director
		April 16, 2008