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FEDERAL HOME LOAN BANK
       OF SEATTLE


                                                                    EXHIBIT 10.6



                    ADVANCES, SECURITY AND DEPOSIT AGREEMENT

                                  May 20, 1999

            This Advances, Security and Deposit Agreement ("Agreement") is made
as of the above date and is between the Federal Home Loan Bank of Seattle,
including its successors ("Seattle Bank"), and CITY BANK, including its
successors ("Customer"). Except as to Customers, which have not signed prior
Agreements, it renews, amends and restates prior contracts between the parties
or their predecessors entitled "Advances Agreement, Pledge Agreement and
Security Agreement" and "Deposit Account Resolution."

                                    RECITALS

A.          The Seattle Bank is authorized by the Federal Home Loan Bank Act, as
            amended, and related regulations and directives ("Act"), and by the
            Seattle Bank's own policies, to make loans to the Customer
            ("Advances"). The Seattle Bank is also authorized to provide demand
            and time deposit accounts to the Customer ("Accounts") and to
            perform additional services, all of which may create obligations
            from the Customer to the Seattle Bank ("Other Obligations"). Other
            Obligations may include, without limitation, debts by reason of
            interest rate swap agreements, letters of credit, overdrafts,
            settlements, and wire transfers.

B.          This Agreement, and related policies which are, from time to time,
            sent by the Seattle Bank to its Customers, specifies the terms and
            conditions under which the Seattle Bank may make Advances available
            to the Customer; open and use Accounts; and collateralize such
            Advances and Other Obligations.

                                   AGREEMENTS

1.          Prior to or at the time of the execution and deliver of this
            Agreement, the Customer has provided the Seattle Bank with a
            certified copy of a resolution adopted by the Customer's Board of
            Directors or other governing body ("Resolution") approving this
            Agreement an authorized designated officers or employees of the
            Customer to obtain Advances, open and use Accounts, and incur Other
            Obligations. The Seattle Bank may rely upon, and the Customer is
            estopped from denying, the authority of the persons designated in
            the Resolution.

2.          The Customer may request Advances from the Seattle Bank by applying
            to the Seattle Bank in such form, as it shall require.

3.          Each Advance shall be evidenced by a promissory note ("Note") or by
            another confirming document as required by the Seattle Bank. The
            applicable terms and conditions of this Agreement are incorporated
            therein as well as in other agreements, if any, that relate to Other
            Obligations.

4.          On the first day of each month or at such other times that payments
            of principal and/or interest are due, the Customer agrees to pay, or
            to authorize a charge to the Customer's Account for the principal
            and/or interest that is due on each outstanding Advance, Note or
            Other obligation. interest shall be charged at the rate set forth in
            the Note or other instrument evidencing the Indebtedness. Delinquent
            principal and/or interest may bear interest, at the option of the
            Seattle Bank, equal to the Seattle Bank's then current Flexible
            Balance advance rate.

5.          As collateral ("Security") for the payment of all Advances, Notes or
            Other obligations (collectively, "Indebtedness") of the Customer to
            the Seattle Bank, the Customer hereby assigns pledges and grants
            security interests to the Seattle Bank ("Security interests") in the
            following: (a) its stock in the Seattle Bank (which




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            cannot be pledged to another entity); (b) its funds on deposit with
            the Seattle Bank; (c) its notes or other instruments representing
            obligations of third parties, including the proceeds thereof, and
            any related mortgages or deeds of trust ("Mortgages") securing any
            of them and/or any securities representing an interest in such
            Mortgages; (d) securities issued, insured or guaranteed by the
            United States government or by any agency thereof; (e) other real
            estate-related collateral; and (F) its instruments, accounts,
            general intangibles, inventory, equipment and other property in
            which a security interest can be granted by the Customer to the
            Seattle Bank. Upon the withdrawal from membership in the Seattle
            Bank, and as the final part of the plan of liquidation of the
            customer's Indebtedness to the Seattle Bank, the stock of such
            Customer may be redeemed and credited upon the indebtedness of the
            Customer, in whole or in part, for an amount equal to the par value
            of the stock which would otherwise be paid to the Customer by the
            Seattle Bank.

6.          The Customer agrees that it holds the Security for the benefit of,
            and subject to the direction and control of, the Seattle Bank;
            including, without limitation, the following: (a) Security and
            Security interests shall include and extend to after-acquired
            Security; (b) the customer may use, commingle or dispose of all or
            part of the Security or proceeds thereof if, at all times, it owns
            and maintains Security of the types and kinds specified by the Act
            and as required to meet the requirements thereof, free and clear of
            pledges, liens or other encumbrances of third parties, in such
            amount of the outstanding Indebtedness as may be specified by the
            Seattle Bank from time to time; (c) at its expense and as soon as
            possible upon demand by the Seattle Bank, the Customer will
            assemble, segregate and/or deliver such portions of the Security as
            are directed by the Seattle Bank at or to a location designated by
            it; will allow the Seattle Bank to participate in such assembly,
            segregation or delivery and to verify or audit such Security,
            including, without imitation, access to the Customer's premises and
            records for such purposes; and will protect and promptly disclose to
            the Seattle Bank any material change in value of the Security so
            assembled, segregated or delivered; (d) the Customer promptly will
            make, execute and deliver to the Seattle Bank such assignments,
            listings powers or other documents as the Seattle Bank such reports,
            audits and confirmations regarding the Security as the Seattle Bank
            may reasonably request; and (f) the Customer shall pay to the
            Seattle Bank any reasonable fees associated with the processing,
            control, and maintenance of such Security.

7.          Upon the occurrence of any one or more of the following events
            ("Default"), the Seattle Bank may, without notice, declare and
            thereby cause all Indebtedness of the Customer to be due and payable
            immediately: (a) failure of the Customer to make any payment due on
            any Indebtedness, or breach of or failure to perform any other duty
            as provided herein or in any other agreement to which the Customer
            and the Seattle Bank are parties; (b) any taking over of the
            Customer or any of its assets by a supervising agency, or an
            application for or the appointment of a conservator, receiver,
            trustee or liquidator for it or any of its assets; (c) an
            adjudication of the Customer's bankruptcy or insolvency; (d) an
            assignment by the Customer for the benefit of creditors, a general
            transfer of its assets for any purpose or any other form of
            liquidations, merger, sale of assets or dissolution of or by the
            Customer, (e) existence of facts indicating a representation,
            statement or warranty made or furnished to the Seattle Bank by or on
            behalf of the Customer in connection with all or part of any
            Indebtedness or other transaction was or is false in any material
            respect; (f) damage, loss, sale or encumbrance of any of the
            Security except as permitted by this Agreement; (g) any levy,
            seizure, garnishment (as the debtor), execution, attachment or other
            process issued against the Customer; (h) any event which results in
            acceleration of the maturity of any debt of the Customer to others;
            (i) good faith determination by the Seattle Bank that the Customer's
            ability to repay any Indebtedness has become impaired or that a
            material adverse change has occurred in the financial condition of
            the Customer from that disclosed to the Seattle Bank at the time of
            creation of any Indebtedness or subsequently; (j) termination of the
            Customer's membership in the Seattle Bank; or (k) good faith
            determination by the Seattle Bank that there is a reasonable
            possibility that the Indebtedness would not be paid in full from the
            proceeds of a liquidation of the Security if the Seattle Bank did
            not declare a Default.

8.          At any time after Default, the Customer may not substitute Security
            without permission of the Seattle Bank, and the Seattle Bank shall
            have all of the rights and remedies of a secured party under the
            Act, the Uniform Commercial Code of the State of Washington and/or
            as otherwise provided by law, by this Agreement or by any other
            agreement between the parties ("Default Rights") including, without
            limitation, the Seattle Bank's


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            right to take immediate possession of any or all Security wherever
            located and to dispose of the Security in accordance with applicable
            law. If any notice of disposition of Security is required by law,
            such notification shall be deemed reasonable and properly given if
            mailed, postage prepaid, at least five calendar days before such
            disposition to the last address of the Customer then appearing on
            the records of the Seattle Bank. The proceeds of any disposition of
            Security shall be applied in the following order to payment of: (a)
            all reasonable expenses incurred by or on behalf of the Seattle Bank
            for the collection, care, safekeeping, sale, foreclosure, delivery
            or other disposition of Security including, without limitation,
            insurance, commissions, guarantees, security valuation fees,
            expenses, costs and reasonable attorneys' fees incurred in
            connection therewith; (b) interest on all Indebtedness, whether due
            or accrued; (c) the principal amount of all Indebtedness; (d) any
            secondarily secured debt of the Customer to any third party who
            proves its subordinate security interest in the Security to the
            reasonable satisfaction of the Seattle Bank; and (e) any remainder
            to the Customer. If there is a deficiency, the Customer shall be
            liable to the Seattle Bank therefor. No delay by the Seattle Bank in
            the exercise of its Default Rights shall operate as a waiver, and a
            waiver of any specific Default Right shall not constitute a waiver
            of any other Default Right not specifically waived. The Customer
            hereby irrevocably appoints the Seattle Bank and/or its designee as
            its true and lawful attorney in fact to deal in any manner with the
            Security in the event of a Default.

9.          The Customer may open Accounts with the Seattle Bank subject to the
            Regulations of the Seattle Bank. Any Customer's funds deposited in
            Accounts shall be subject to withdrawal or charge at any time and
            from time to time upon wire transfers or any other orders for the
            payment of money when made and drawn on behalf of the Customer by a
            person or persons authorized by the Customer. The Seattle Bank is
            authorized to pay any such wire transfers or other orders, provided
            they are in the form prescribed by it, and to charge the Customer's
            Accounts therefor, without inquiry as to the circumstances of issue
            or the disposition of the proceeds, even if drawn to the individual
            order of any authorized person or payable to others for his account.

10.         The Seattle Bank, if it acts in good faith and with ordinary care
            (and without liability if it does so act), can charge the Accounts
            with orders received by the Seattle Bank from any person acting for
            or purporting to act for the Customer by telephone, or otherwise
            orally, for the transfer of funds to others, including the person
            giving such instructions or payable to others for his account, or
            between Accounts of the Customer. All authorized Seattle Bank
            charges and fees will be charged monthly to such Accounts.

11.         The Customer shall maintain a net positive collected balance in all
            of its Accounts. The Seattle Bank shall have the option of closing
            or restricting the use of Accounts in which positive balances are
            not maintained. For each day the aggregate collected balance of an
            Account is negative, the Customer shall pay such charges as are
            consistent with the Seattle Bank's published schedules.

12.         The Customer agrees to provide to the Seattle Bank, within five days
            after a request, its business plans and other financial data. In
            connection with, and as an extension of, any other informational
            rights of the Seattle Bank relating to examination of the Customer
            by a supervising agency and reports relating thereto, the Customer
            agrees that all Security shall always be subject to audit and
            verification, at the Customer's expense, by or on behalf of the
            Seattle Bank and that the Seattle Bank shall have access to the
            Customer's premises and records for that purpose.

13.         If the services of an attorney, either with or without suit, are
            engaged by the Seattle Bank in connection with any Default or any
            dispute relating to this Agreement, the Customer agrees to pay the
            Seattle Bank's reasonable attorneys' fees, expenses and costs
            incurred in connection therewith.

14.         This Agreement shall be construed and enforced according to the laws
            of the State of Washington and the Act. If any provision hereof is
            inconsistent with the Act, this Agreement shall be deemed amended to
            the end that such provision is not in conflict with the Act. In the
            event any such provision cannot be so amended and is found to be
            contrary to law, the balance of this Agreement shall remain in full
            force and effect if so elected by the Seattle Bank.


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15.         This Agreement shall continue until terminated by written notice
            from one party to the other, provided that this Agreement shall
            remain applicable to all then outstanding Indebtedness and duties of
            the Customer and to the documents relating thereto.


City Bank
--------------------------------------------------
(Name of Customer)

By  Michael K. Kawamoto, Executive Vice President
  ------------------------------------------------
    (Name)

/s/ Michael K. Kawamoto
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(Signature)

Its Executive Vice President Date: May 20, 1999
    ------------------------      ----------------
    (Title)

and

By Dean K. Hirata, SVP and Chief Financial Officer
  ------------------------------------------------
  (Name)                            (Title)

/s/ Dean K. Hirata
--------------------------------------------------
(Signature)

Its SVP and CFO                 Date: May 20, 1999
    ---------------------------      -------------
    (Title)


FEDERAL HOME LOAN BANK OF SEATTLE


By Kelli L. Bono         Senior Vice President
   ------------------------------------------------
   (Name)                        (Title)

/s/ Kelli L. Bono
---------------------------------------------------
(Signature)

Its Chief Financial Officer     Date:  June 1, 1999
    ---------------------------      --------------
    (Title)


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