ContractFirst Pactrust Bancorp Inc • March 28th, 2002
FIRST PACTRUST BANCORP, INC. ______________ Shares COMMON STOCK (Par Value $.l0 Per Share) Subscription Price $.01 Per Share AGENCY AGREEMENT _________, 2002 Keefe, Bruyette & Woods, Inc. 211 Bradenton Avenue Dublin, Ohio 43017 Ladies and Gentlemen: Firat PacTrust Bancorp, Inc., a Maryland corporation (the "Company") and Pacific Trust Bank, a federal mutual savings bank (the "Bank") (references to the "Bank" include the Bank in mutual or stock form, as indicated by the context), with its' deposit accounts insured by the Savings Association Insurance Fund ( "SAIF") administered by the Federal Deposit Insurance Corporation ("FDIC"), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. (the "Agent"), as follows: Section 1. The Offering. In accordance with the plan of conversion adopted by its Board of Directors (the "Plan"), the Company will offer and sell up to _________ shares of its common stock, par value, $.01 per
RPFINANCIAL, LC.First Pactrust Bancorp Inc • March 28th, 2002
Mr. Hans R. Ganz President and Chief Executive Officer Pacific Trust Bank 610 Bay Boulevard Chula Vista, California 91910 Dear Mr. Ganz: This letter sets forth the agreement between Pacific Trust Bank, Chula Vista, California ("Pacific Trust" or the "Bank"), and RP Financial, LC. ("RP Financial"), whereby the Bank has engaged RP Financial to prepare the regulatory business plan and financial projections to be adopted by the Bank's Board of Directors in conjunction with the stock conversion transaction, whereby the Bank will become a wholly-owned subsidiary of a stock holding company. These services are described in greater detail below. Description of Proposed Services RP Financial's business planning services will include the following areas: (1) evaluating Pacific Trust's current financial and operating condition, business strategies and anticipated strategies in the future; (2) analyzing and quantifying the impact of business strategies, incorporating the use of net
RPFINANCIAL, LC.First Pactrust Bancorp Inc • March 28th, 2002
This letter sets forth the agreement between Pacific Trust Bank, Chula Vista, California ("Pacific Trust" or the "Bank"), and RP Financial, LC. ("RP Financial") for independent conversion appraisal services pertaining to the Bank's simultaneous holding company formation and mutual-to-stock conversion. The specific appraisal services to be rendered by RP Financial are described below. These services will be directed by the undersigned.
ContractChange in Control Severance Agreement • March 28th, 2002 • First Pactrust Bancorp Inc • California
CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") is made and entered into as of this ___ day of __________, 2002, by and between Pacific Trust Bank (hereinafter referred to as the "Bank") and __________________ (the "Employee"). WHEREAS, the Employee is currently serving as _____________________ of the Bank; and WHEREAS, the Bank has adopted a plan of conversion whereby the Bank will convert to capital stock form as the subsidiary of a holding company (the "Company"), subject to the approval of the Bank's members and the Office of Thrift Supervision (the "Conversion"); and WHEREAS, the Board of Directors of the Bank believes it is in the best interests of the Bank to enter into this Agreement with the Employee in order to assure continuity of management of the Bank and to reinforce and encourage the continued attention and dedication of the Employee; and WHEREAS, the Board of Directors of the Bank has approved and author
