0001193125-03-077949 Sample Contracts

GUARANTEE AGREEMENT United PanAm Financial Corp. Dated as of July 31, 2003
Guarantee Agreement • November 12th, 2003 • United Pan Am Financial Corp • Mortgage bankers & loan correspondents • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of July 31, 2003, is executed and delivered by United PanAm Financial Corp., a Savings and Loan Holding Company incorporated in California (the “Guarantor”), and Wells Fargo Delaware Trust Company, a national banking association with its principal place of business in the State of Delaware, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of UPFC Trust I, a Delaware statutory trust (the “Issuer”).

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August 4, 2003
Employment Agreement • November 12th, 2003 • United Pan Am Financial Corp • Mortgage bankers & loan correspondents

This agreement, (the “Agreement”) sets forth the terms and conditions of your employment with Pan American Bank, FSB (“Employer”) and its subsidiary United Auto Credit Corporation (“UACC”), both of which may be referred to interchangeably hereinafter as “Employer”. By signing this Agreement, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Employer. The effective date of this Agreement (the “Effective Date”) shall be December 1, 2003, and will replace your previous Agreement.

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