**THIRDPARTY BROKERAGE ARRANGEMENT**

 

In accordance with the terms ofsection 3(a)(4)(B)(i) of the Securities Exchange Act of 1934, as amended(“the Act”), Woodbury Financial Services, Inc. (“Woodbury Financial”) andWestern Sierra National Bank (“Financial Institution”), a national bank, agreeto enter into this third party brokerage arrangement (“Agreement”) wherebyWoodbury Financial shall be authorized to sell securities, variable insuranceproducts, and variable and fixed annuities to the Financial Institution’scustomers at the location described in Exhibit A. Woodbury Financial,authorized Registered Representatives of Woodbury Financial, and the FinancialInstitution agree to be bound by the following conditions:

 

I.    Representations andIdentification of the Parties

 

1.1 Woodbury Financial is a broker-dealer dulyregistered and in good standing with the Securities and Exchange Commission(“SEC”) under the Securities Exchange Act of 1934, and the National Associationof Securities Dealers (“NASD”).  WoodburyFinancial has satisfied itself that it is permitted to engage in this activitypursuant to section 3(a)(4)(B)(i) of the Act and interpretivereleases.  Woodbury Financial willcomply with all applicable laws and regulations as well as all rules of allregulatory bodies that exercise jurisdiction over Woodbury Financial.

 

1**.**2 The Financial Institution is a bank as defined insection 3(a)(6) of the Act. The Financial Institution has satisfied itselfthat it is permitted under applicable federal and state banking laws andregulations, including OCC Bulletin 94-13, to execute the Agreement withWoodbury Financial, as defined in section 3(a)(4)(B)(i) of the Act.Financial Institution will comply with all applicable laws and regulations aswell as all rules of all regulatory bodies that exercise jurisdiction overFinancial Institution.

 

II.    Dutiesand Responsibilities

 

2.1 As set forth more fully in Section VI of thisagreement, Woodbury Financial agrees to pay Financial Institution a fee inexchange for customer referrals made by Financial Institution to WoodburyFinancial and Woodbury Financial Registered Representatives (“RegisteredRepresentatives”) that provide securities-related services in the FinancialInstitution’s premises.  Such serviceswill include executing purchases and sales of securities.  Woodbury Financial will providesecurities-related services to customers of Financial Institution who arereferred to Woodbury Financial; Financial Institution will provide nosecurities related services whatsoever and agrees not to become involved withsecurities or fixed annuity related activities or supervision of any WoodburyFinancial Registered Representatives. As used herein, the term “Security” or“Securities’ shall have the meaning set forth in the Securities Exchange Act of1934, as amended, and shall also include all other financial instruments orproducts included in the Woodbury Financial brokerage services program fromtime to time, including without limitation, debt and equity instruments, mutualfunds, variable and fixed annuities and other financial instruments andproducts approved by appropriate regulatory authorities from time to time forsale (directly or indirectly) by financial institutions.

 

2.2 The parties to this Agreement will maintain a copyof this Agreement in their principal office.

 

2.3 All securities-related customer account recordswill be maintained either at Woodbury Financial or by the RegisteredRepresentatives in a secure location at the Financial Institution.  No securities-related customer informationwill be maintained by the Financial Institution.  Financial Institution will maintain strict confidentiality of thenames of all customers whom it refers to Woodbury Financial and RegisteredRepresentatives.  Financial Institutionspecifically agrees not disclose the names of customers it refers to WoodburyFinancial and Registered Representatives to any third party and furthermoreagrees to comply with all the requirements regarding customer privacy as setforth in the Gramm-Leach-Bliley Act of 1998.

 

2.4 All books, records, and files relating to theAgreement, whether located at Financial Institution or Woodbury Financial,shall be available for inspection during normal business hours by theSecurities Exchange Commission, the National Association or Securities Dealers,or other securities regulatory authorities. Such book, records and files, whether located at Financial Institutionor Woodbury Financial, shall also be available for inspection during normalbusiness hours to all regulators having jurisdiction over the activities of theFinancial Institution.

 

2.5 Only those Registered Representatives that enterinto an  employment agreement(“Employment Agreement”) with the Financial Institution and that are approvedby Woodbury Financial to conduct business on the premises of the FinancialInstitution and execute the appropriate addendum to the Woodbury FinancialRepresentative Sales Contract that reflects this fact will be permitted tooffer securities-related services on the premises of the Financial Institution.

 

2.6 After giving reasonable advance notice, WoodburyFinancial may visit the Financial Institution periodically during normalbusiness hours to audit the securities activities of Registered Representativesand to inspect the premises for evidence of compliance with the terms of theAgreement.

 

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2.7 All customers referred to RegisteredRepresentatives of Woodbury Financial by the Financial Institution will berequired by the Registered Representative of Woodbury Financial to sign aDisclosure Statement prepared by Woodbury Financial.  The content of the Disclosure Statement will be determined byWoodbury Financial, but will at a minimum explain that Woodbury Financial, notthe Financial Institution, offers all securities-related services. TheDisclosure Statement shall also include language to inform customers thatsecurities products are not deposits or obligations of the FinancialInstitution, are not guaranteed by Woodbury Financial or Financial Institution,and are not insured by the Federal Deposit Insurance Corporation and subject toinvestment risk including possible loss of principal.

 

2.8 The Financial Institution will not carry asecurities account of any customer serviced under this Agreement except aspermitted under section 3(a)(4)(B)(ii) and 3(a)(4)(B)(viii) of theSecurities Exchange Act of 1934, as amended, these sections which areincorporated into this agreement and attached as Exhibit B.

 

2.9 Woodbury Financial retains its rights to terminatethe Registered Representatives pursuant to the provisions set for the inWoodbury Financial Representative Sales Contract, regardless of the RegisteredRepresentative’s Employment Agreement with the Financial Institution.  Financial Institution agrees that anyRepresentative barred or suspended by any securities regulatory agency fromassociation with Woodbury Financial or any other broker-dealer will beterminated or suspended, accordingly, from all securities activities byFinancial Institution.  WoodburyFinancial will promptly notify Financial Institution of termination, disbarmentor suspension by any securities or insurance regulatory agency of RegisteredRepresentatives.

 

At its sole and separate option, Financial Institutionreserves right to terminate the Registered Representatives pursuant to theprovisions set forth in the Employment Agreement, regardless of RegisteredRepresentatives’ contract or other agreement with Woodbury Financial.

 

2.10 In order to mitigate the risk of customerconfusion regarding the distinction between Woodbury Financial and theFinancial Institution, the Woodbury Financial sales location(s) at theFinancial Institution shall be established and located in a physically separateand distinct area of the Financial Institution.  The Woodbury Financial sales location(s) shall be clearlydemarcated with Woodbury Financial and Securities Investors ProtectionCorporation (“SIPC”) signage.  TheFinancial Institution shall allow the Registered Representative to takeadditional reasonable steps that may be prudent or necessary to mitigate therisk of customer confusion.  In nocircumstances, however, shall any measure taken to mitigate such risk be allowedto substitute for the duties set forth in section 2.7 of the Agreement.

 

2.11 The Woodbury Financial sales location(s) at theFinancial Institution shall be used solely for the purpose of sellingsecurities and variable insurance products by Registered Representatives ofWoodbury Financial.  Use of saidlocation(s) for any other purpose(s) will not be permitted without the priorwritten agreement of Woodbury Financial and the Financial Institution.

 

2.12 The Employment Agreement between the FinancialInstitution and the Registered Representative shall be determined solely by theFinancial Institution and the Registered Representative.  Woodbury Financial shall not be a party tosuch contractual arrangement and shall honor all provisions of the Agreement untilnotified in writing by either the Financial Institution or the RegisteredRepresentative that the Employment Agreement has been terminated.  Woodbury Financial will honor all on-goingpayment obligations to Financial Institution based on transactions consummatedprior to termination of the contractual arrangement between the FinancialInstitution and the Registered Representative.

 

2.13 Woodbury Financial will be responsible forrecruiting, conducting background checks and training, obtaining appropriatelicenses or registration, and supervising Registered Representatives.  Such persons shall be independentcontractors of Woodbury Financial and may be employees of Financial Institutionif permitted under applicable state regulations.  Woodbury Financial will obtain from Registered Representatives anexecuted Woodbury Financial Representative Sales Contract, an example of whichis attached hereto as Exhibit C.

 

2.14 Woodbury Financial shall provide to FinancialInstitution for its customers, promotional material outlining WoodburyFinancial brokerage services which clearly identify Woodbury Financial as theentity providing such services and include all necessary disclosures asrequired by the Statement.

 

2.15 Woodbury Financial shall assist FinancialInstitution in fulfilling its compliance responsibilities under the Statementincluding providing Financial Institution with the Woodbury FinancialRepresentative’s Procedure Manual which includes rules and policies thatWoodbury Financial requires Registered Representatives to follow.

 

2.16 Woodbury Financial shall safeguard customer fundsand securities which are transferred between Financial Institution customersand Woodbury Financial.

 

2.17 Woodbury Financial shall maintain books andrecords for the securities accounts of each customer serviced by Woodbury

 

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Financial as required by SEC Rule 17a-3 and otherapplicable laws, rules and regulations.

 

2.18 Notwithstanding any other provision contained inthis Agreement, Woodbury Financial shall cause all aspects of its brokerageservices program to be conducted in accordance and conformity with theInteragency Statement on Retail Sales of Non-deposit Investment Products, dateFebruary 15, 1994, published by the Board of Governors of the FederalReserve System, the Office of the Comptroller of the Currency, the FederalDeposit Insurance Corporation and the Office of Thrift Supervision (the“Statement”) and all other applicable rules and regulations as issued and ineffect by Financial Institution’s federal banking regulator during the term ofthis Agreement.  In accordance withtheir responsibilities under the Statement and various other laws, rules,regulations and policies of their respective regulatory agencies as in effectfrom time to time.  FinancialInstitution and its affiliates on whose premises the activities contemplated bythis Agreement are conducted may from time to time review the sales and otheractivities of the Woodbury Financial Registered Representative(s) and otheroperations of Woodbury Financial on Financial Institution’s premises to confirmthat such activities and operations are being conducted in a manner consistentwith the Statement and any such laws, rules, regulations and policies, and inconnection therewith to review such records of Woodbury Financial relating tothe Agreement as the Financial Institution or an affiliate of the Financial Institution that is approved by WoodburyFinancial, deems necessary or appropriate to evaluate compliance with the termsof the Agreement.  Any such review orinvestigation shall not relieve Woodbury Financial from its obligationshereunder to operate all aspects of its brokerage services program inaccordance with the Statement and any additional laws, rules, regulations orpolicies that may affect the terms of the Agreement.

 

2.19 Woodbury Financial shall require RegisteredRepresentative to install appropriate Woodbury Financial signage that is alsocompatible with the Financial Institution’s space and design.

 

2.20 Woodbury Financial will secure and maintainerrors and omissions insurance and will provide Financial Institution withproof of maintenance of the required insurance on a regular basis.

 

2.21 Subject to applicable law, regulation and/orregulatory guidance, and the Privacy Policy of The Hartford Financial ServicesGroup, Inc. and its Affiliates, including Woodbury Financial, WoodburyFinancial shall authorize Financial Institution to monitor, periodically reviewand verify that Woodbury Financial and its Registered Representatives arecomplying with the terms of this Agreement.

 

2.22 Woodbury Financial, its employees, officers oraffiliates shall not use any proprietary or confidential customer informationlearned from Financial Institution in the course of their relationship for anypurposes other than those contemplated by this Agreement. The employees,officers or affiliates thereof shall not disclose any such proprietary orconfidential information to any unauthorized third party.

 

2.23 Woodbury Financial will hold all customer dataprovided by Financial Institution confidential, will protect theconfidentiality of the data in a manner no less effective than that used byWoodbury to protect its own confidential information, and will not use orre-disclose the customer data except in accordance with Section 502(b)(2)of the Gramm-Leach-Bliley Act, Public Law 106-102, S. 900 (1999) and anyregulations promulgated thereunder by any state or Federal regulatory agencywith jurisdiction over any of the parties, and the Privacy Policy of TheHartford Financial Services Group, Inc. and its Affiliates, including WoodburyFinancial.

 

2.24 Woodbury Financial shall notify FinancialInstitution of breaches in security resulting in unauthorized intrusions thatmay materially affect the Financial Institution and its customers.  In such and event, Woodbury Financial shallnotify Financial Institution when a material intrusion occurs, estimate theintrusion’s effect on the Financial Institution and specify the correctiveaction taken.

 

2.25 Woodbury Financial shall provide or makeavailable to Financial Institution the following written reports on the basisindicated to assist management in fulfilling its oversight responsibilities:

 

i.  A list ofall customer complaints against Registered Representatives and their resolution(monthly).

 

ii. A  copy ofall audit or inspection reports created by Woodbury Financial’s ComplianceDepartment, other personnel designated by the Compliance Department, orregulatory authorities that relate to the activities of the RegisteredRepresentatives.

 

iii. A monthly commissions report (which includes alist of sales by product, salesperson and location) describing aggregatecommissions payable to individual Registered Representatives.

 

iv. Reports reflecting independent review by WoodburyFinancial’s Compliance Department of questionable sales

 

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of securities to Registered Representative’s customersby Registered Representative and/or questionable activities of the RegisteredRepresentative where the Compliance Department’s review results in adetermination that potential problems may exist.  However, in no situation shall any report provided to FinancialInstitution under this paragraph be deemed an admission of any guilt orwrongdoing or any kind by Woodbury Financial or Registered Representative.

 

v. A copy of any portion of an SEC or NASD reportreceived by Woodbury Financial and reflecting upon the bank activities ofWoodbury Financial.

 

2.26 Woodbury Financial shall allow FinancialInstitution and the appropriate regulators reasonable access to WoodburyFinancial records relating to the Agreement to fulfill supervisory andoversight responsibilities.

 

2.27 Financial Institution shall provide space in itsmain building and, upon agreement between the parties, in its branches forWoodbury Financial brokerage services. The space provided shall be used solely for the purpose of marketingnondeposit investment products.  Wherepractical, the space shall be in a physical location distinct from the retaildeposit-taking area of Financial Institution. Signage and decor shall be used to minimize customer confusion withdeposit products.  All sales orrecommendations of nondeposit investment products by registered or non-registeredpersonnel, on Financial Institution’s premises, shall take place in thedesignated area.

 

2.28 Financial Institution shall provide furniturecompatible with the design and quality of other adjacent office furnituresufficient for the needs of the Woodbury Financial Registered Representative.

 

2.29 Financial Institution shall adopt a writtenpolicy summarizing the procedures governing its responsibilities and theactivities of its employees under this Agreement and addressing the concernsdescribed in the Interagency Statement On Retail Sales of Nondeposit InvestmentProducts (February 15, 1994) (the Statement).  The policy shall be adopted and reviewed in accordance withBank’s regulatory requirements.

 

2.30 Registered Representative shall only offer those categories of productsgenerically designated by Financial Institution. Financial Institution mayinstruct Registered Representative that Registered Representative is prohibitedfrom selling designated categories of securities products that the FinancialInstitution deems to be excessively volatile. The Financial Institution shallprovide Registered Representative and Woodbury Financial with advanced, writtennotice of such prohibition.  FinancialInstitution shall not, however, prohibit the sale of a particular securitiesproduct nor shall it interfere with a suitability determination for aparticular customer.  FinancialInstitution understands and agrees that all suitability determinations shall bemade by Woodbury Financial and the Registered Representative. FinancialInstitution understands and agrees that Woodbury Financial shall not directlymonitor whether Registered Representative only sells those products designatedby the Financial Institution, however Woodbury Financial shall cooperate in determiningwhether a violation has occurred, upon reasonable request by the FinancialInstitution.  In no event shall theproducts offered by Woodbury Financial include securities of FinancialInstitution or any affiliate of Financial Institution or any securities as towhich the Financial Institution or Woodbury Financial acts as a “dealer,”“market maker,” or “underwriter” as those terms are defined under federalsecurities laws. This provision shall be construed narrowly as to avoid thecharacterization of the Financial Institution’s activities as that of acting asan unregistered securities representative or broker-dealer.

 

2.31 To the extent that any provision of thisAgreement shall be deemed invalid, unenforceable, or in contravention of anycontractual provision between Woodbury and its Registered Representatives thenthis Agreement shall be construed in all respects as if such invalid orunenforceable provision were omitted.

 

III.    Indemnification

 

3.1 Woodbury Financial shall indemnify, defend, and holdharmless Financial Institution, any controlling person of the FinancialInstitution and its affiliates, from and against all losses, claims, damages,proceedings, suits, and actions commenced against Financial Institution, andall liabilities, expenses, and costs, including reasonable attorney’s fees, inconnection therewith, arising out of Woodbury Financial’s or its RegisteredRepresentatives’ reckless or fraudulent act or omission or negligence involvingthe sale of securities to the Financial Institution’s customers.

 

3.2 Financial Institution shall indemnify, defend, andhold harmless Woodbury Financial, and any controlling person of WoodburyFinancial, from and against all losses, claims, damages, proceedings, suits,and actions commenced against Woodbury Financial, and all liabilities,expenses, and costs, including reasonable attorney’s fees, in connectiontherewith, arising out of Financial Institution’s reckless or fraudulent act oromission or negligence involving the Financial Institution’s customers.

 

3.3  Allparties shall provide prompt notice of any claim for indemnification. Eachparty shall have the right to either defend the

 

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action from which a claim for indemnification stems orto compensate the other party for the losses set forth in paragraphs 3.1 or3.2.  Failure to provide prompt noticeunder this paragraph that results in significant damages to the indemnifyingparty which would not otherwise have been incurred shall release indemnifyingparty from the responsibility to indemnify.

 

IV.    Advertising andPromotional Materials

 

4.1 Any advertising or promotional materials used byFinancial Institution regarding securities-related services of WoodburyFinancial must be approved by Woodbury Financial prior to their use.

 

4.2  Alladvertising and promotional materials relating to this arrangement referring tothe Financial Institution will clarify that the Financial Institution is notregistered as a broker or dealer, that the Financial Institution and WoodburyFinancial are distinct and separate entities and that securities services areprovided by Woodbury Financial and not by the Financial Institution.

 

4.3 All confirmations, account statements, and othercustomer communications will indicate that securities services are providedsolely by Woodbury Financial and not by the Financial Institution.

 

4.4  Allaspects of this paragraph shall be subject to approval by the ComplianceDepartment of Woodbury Financial. Parties agree, from time to time, toadvertise and promote the investment products through direct mailing ofpromotional literature, newspaper and other media advertisements, seminars andother approaches.  Any suchadvertisements and promotions shall contain conspicuous and easy to comprehenddisclosures concerning the nature of and the risk associated with investmentproducts.  The cost of such marketingactivities shall be shared equally by the parties, or as otherwise agreed to inwriting, by both parties from time to time. Each party must obtain prior written permission from the other beforedistributing any advertisement or promotional material of any kind that refersto the other party or the services available from the other party.  On a best efforts basis, Woodbury Financialwill work with Financial Institution to utilize the Hartford logo whereverpossible as permitted by Hartford policy.

 

V.    Activities ofUnregistered Financial Institution Employees

 

5.1 Unregistered employees of Financial Institutionwill not recommend securities, provide investment advice, or handle anyquestions that might require familiarity with the securities industry orrequire the exercise of judgment regarding securities; however, unregisteredemployees may describe in general terms the types of investment vehiclesavailable from Woodbury Financial under this Agreement.

 

5.2 Unregistered employees will direct allsecurities-related questions to Woodbury Financial Registered Representatives.

 

5.3 Unregistered employees will only provide clericalor ministerial assistance.

 

5.4 Unregistered employees will not accept or transmitorders on behalf of customers.

 

5.5 Financial Institution may not pay its employeesany referral fees that exceed a nominal one-time cash fee of a fixed dollaramount.  As used in paragraph 5.5, theterm “nominal” shall mean an amount not to exceed one hour of the referringemployee’s wage.  Referral fees must notbe contingent upon whether or not a referral results in a transaction and mustbe paid regardless of whether or not a sale is made.  Referral fees cannot be in any way related to, or calculated onthe basis of, any transaction effectuated between the customer and RegisteredRepresentative.

 

VI.  Compensation to theFinancial Institution

 

6.1  WoodburyFinancial will pay commissions to the Financial Institution on a semi-monthlybasis. Financial Institution shall receive a percentage of gross commissions,as described in Exhibit D, less any credits and/or refunds made to customers,generated by the brokerage services rendered by Registered Representatives onFinancial Institution’s premises or attributable to Financial Institutioncustomers referred to Registered Representatives.  The contract between Woodbury Financial and Financial Institutionshall be a Third Party Brokerage Arrangement pursuant toSection 3(a)(4)(B)(i) of the Act and is not a joint venture or partnershipof any kind.

 

6.2  TheFinancial Institution shall direct any and all compensation to the RegisteredRepresentative pursuant to the contractual arrangement between FinancialInstitution and the Registered Representative to which Woodbury Financial isnot a party.

 

6.3 Financial Institution shall have no right to becompensated for transactions effectuated with customers of the FinancialInstitution who retained the services of Woodbury Financial RegisteredRepresentatives without being referred to such representative directly byFinancial Institution.

 

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6.4 If any premium, deposit, or other considerationcollected pursuant to any sale made under this Agreement is refunded byWoodbury Financial, product manufacturer, issuer, or any other party for anyreason, or if a reversal of the sale occurs for any reason, Woodbury Financialshall not be obligated to pay any commission to Financial Institution for suchsale.  If such payment has already beenmade to Financial Institution, Financial Institution shall be responsible topromptly repay all money or other consideration received from WoodburyFinancial on the basis of such sale. Woodbury shall also be entitled to withhold any current or futurecommissions payable to Financial Institution under this Agreement in order tosatisfy any balance under this paragraph. This paragraph shall not eliminate any other rights to collect suchmoney or other consideration or foreclose any other collection procedure thatmay be available.

 

VII. Assignment

 

7.1  ThisAgreement shall not be assignable by either Woodbury Financial or FinancialInstitution without the written consent of the other party.

 

VIII. Termination

 

8.1  Thisagreement shall be terminable without cause at any time by either party heretoby written notice to the other party at least thirty (30) days prior to theeffective termination date contained in said notice.

 

In addition, this Agreement may be terminatedimmediately and with notice for “cause.” “Cause” is defined to include, but is not limited to:

 

a.  If eitherparty undertakes any act of fraud, deceit, or violates any statute or rulegoverning the sale of mutual funds, variable insurance products, or variableannuities.

 

b.  If a partyshall breach a material term of this Agreement and fails to cure such breachwithin 30 days of prior written notice of the breach from the non-breachingparty.

 

8.2 In the event a customer of Financial Institutionterminates his/her account with Financial Institution, Woodbury Financial maycontinue to provide securities-related services to such customers subject toSection 8.4.

 

8.3 This agreement will terminate immediately if thirdparty brokerage arrangements of this kind become impermissible under applicablelaws and regulations or if any change in regulatory interpretation of thoselaws and regulations creates a good faith belief by either party that eitherparty may be subject to regulatory enforcement action.

 

8.4  Upontermination of this Agreement, Woodbury Financial agrees to cooperate in thetransfer of records relating to customer accounts to a broker/dealer designatedby the Financial Institution, as permissible under applicable law including anyregulatory guidance.  FinancialInstitution shall be exclusively responsible for obtaining customerauthorization for such transfer and of adequately notifying Woodbury Financialthat a broker-dealer change form has been obtained.  After termination of this Agreement, Woodbury Financial shall notprovide information with respect to such accounts to any other broker dealer orfinancial institution nor shall information with respect to such accounts beused by Woodbury Financial after such transfer except as requested bycustomer.  Woodbury Financial shall notengage in the contact or solicitation of any securities business from anycustomer account, or from any person whose name becomes known to WoodburyFinancial Registered Representatives through Financial Institution as apotential customer if this Agreement is terminated for a period of 60days.  If, however, FinancialInstitution does not transfer customer accounts to a successor broker dealerwithin 60 days of the date of termination of this Agreement, Woodbury Financialmay contact such customers and continue to provide brokerage services.  If Woodbury terminates this agreementwithout providing advance notice and Financial Institution fails to transfersuch accounts within 60 days, then Woodbury shall provide the FinancialInstitution with an additional 30 days, however this 30 day extension periodshall be reduced by the number of days advance notice that Woodbury provides,not to exceed 30 days.  Nothing in thisprovision shall foreclose any customer’s right to determine their broker-dealeror to otherwise manage his/her assets and Woodbury Financial shall not beprohibited from assisting a customer in effectuating his/her decision,including transferring such accounts or sharing customer information with aparty designated by the customer.  Forcustomers who choose to leave their account with Woodbury Financial, WoodburyFinancial may continue to provide securities services to them.  Woodbury Financial shall retain all originalcustomer account records following termination.

 

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IX.  Miscellaneous

 

9.1  Thisagreement shall be governed by the laws of the State of Minnesota.

 

9.2  Nothingcontained in this Agreement shall be deemed or construed to create apartnership, joint venture or agency relationship between the parties or causeFinancial Institution to be responsible in any way for the debts or obligationsof Woodbury Financial.  The intention ofthe parties is solely to create a Third Party Brokerage Arrangement whereby anindependent contractor of Woodbury Financial shall provide securities servicesupon the premises of Financial Institution, subject to the Woodbury FinancialServices, Inc. Representative Sales Contract and the Employment Agreement.

 

9.3 Sales of securities, variable insurance products,and variable annuities to the general public will not be limited by thisAgreement.

 

9.4 All notices required or permitted hereunder shallbe given if in writing and delivered personally or sent by United Statesregistered or certified mail, postage prepaid, to the following addresses:

 
| Woodbury Financial                                                                                   |   | Western Sierra National Bank                                                                                             |
|------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------|
| 500 Bielenberg Drive  St. Paul, MN 55102  Attn: Sheryl Celestino  (800) 800-2000  FAX (651) 738-5262 |   | 4080 Plaza Golorado  Cameron Park, CA 95682  Attn.: Kirk Dowdell  Telephone: 530-677-5600  Facsimile:  530-676-2817 |

 

9.5  ThisAgreement contains the entire understanding of the parties and may be modifiedonly in writing executed by all parties. If any of its provisions are held unenforceable, the remainingprovisions shall not be invalidated.

 

9.6  Anydispute or claim over the performance or interpretation of this Agreement thatcannot be resolved by mutual agreement of the parties shall be submitted toarbitration under the rules and procedures of the American ArbitrationAssociation (“AAA”).

 

9.7 Subject to applicable law, each party agrees toprovide the other with information necessary to perform their responsibilitiespursuant to this Agreement.

 

This agreement dated the 22nd day of July, 2003 has been accepted by:

 
| By:    | /s/ Kirk Dowdell                                              |   |   |
|--------|---------------------------------------------------------------|--------|--------|
|   | Kirk Dowdell, President and Chief Executive Officer           |   |
|   | Western Sierra National Bank                                  |   |
|   |                                                          |   |
| By:    | /s/ Michael  Brennan                                          |   |   |
|   | Michael Brennan, Associate Counsel & Assistant  Secretary |   |
|   | Woodbury Financial Services, Inc.                             |   |
|        |                                                               |        |        |  |

 

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