Exhibit 10.24

                                MONTEREY BAY BANK

                        FORM OF INDEMNIFICATION AGREEMENT

     This Indemnification  Agreement  ("Agreement") is made as of this _____ day
of August, 2002, by and between Monterey Bay Bank, a federal savings institution
(the "Bank"), and _______________ ("Indemnitee").

     WHEREAS,  the Bank and Indemnitee  recognize the  increasing  difficulty in
obtaining  directors'  and  officers'  liability   insurance,   the  significant
increases  in the  cost of such  insurance  and the  general  reductions  in the
coverage of such insurance;

     WHEREAS, the Bank and Indemnitee further recognize the substantial increase
in  corporate  litigation  in general,  subjecting  officers  and  directors  to
expensive  litigation risks at the same time as the availability and coverage of
liability insurance has been severely limited;

     WHEREAS,  Indemnitee  does not regard the current  protection  available as
adequate under the present circumstances,  and Indemnitee and other officers and
directors  of the Bank may not be willing to continue  to serve as officers  and
directors without additional protection; and

     WHEREAS,  the Bank  desires to attract  and retain the  services  of highly
qualified individuals, such as Indemnitee, to serve as officers and directors of
the Bank and to indemnify  its officers and directors so as to provide them with
the maximum protection permitted by law.

     NOW, THEREFORE, the Bank and Indemnitee hereby agree as follows:

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Monterey Bay Bank
Form Of Indemnification Agreement, Continued

     1. Indemnification.

         (a) General.  The Bank shall  indemnify  Indemnitee if Indemnitee is or
was a party or is  threatened to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  by  reason  of the fact  that  Indemnitee  is or was a  director,
officer, employee or agent of the Bank, or any subsidiary of the Bank, by reason
of any action or inaction on the part of Indemnitee while an officer or director
or by reason of the fact that Indemnitee is or was serving at the request of the
Bank  as  a  director,  officer,  employee  or  agent  of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  with  respect to any
amount for which  Indemnitee  becomes liable under a judgment in connection with
such action, suit or proceeding,  and reasonable expenses,  including reasonable
attorneys'  fees,  actually  paid or  incurred by  Indemnitee  in  defending  or
settling such action, suit or proceeding, or in enforcing Indemnitee's rights to
indemnification if Indemnitee obtains a favorable judgment in such action,  suit
or proceeding, provided that indemnification shall be made to Indemnitee only if
Indemnitee  obtains a final  judgment  on the  merits in his or her favor or, in
case of settlement,  final  judgment  against  Indemnitee,  or final judgment in
Indemnitee's  favor,  other  than  on the  merits,  if such  indemnification  is
approved by a majority of disinterested  directors of the Bank who conclude that
Indemnitee  acted in good  faith  within the scope of his or her  employment  or
authority as Indemnitee  could  reasonably have perceived and for a purpose that
Indemnitee could reasonably have believed, under the circumstances, to be in the
best interests of the Bank.

         (b) No  indemnification  shall  be  provided  by the Bank  pursuant  to
Subsection 1(a) unless the Bank gives the Office of Thrift  Supervision,  or any
successor  thereto (the "OTS"), at least 60 days notice of its intention to make
such  indemnification,  and the OTS does not advise  the Bank in writing  within
such 60 day period, of its objection to such indemnification.

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Monterey Bay Bancorp, Inc.
Form Of Indemnification Agreement, Continued

     2. Expenses; Indemnification Procedure.

         (a) Advancement of Expenses. If a majority of the directors of the Bank
concludes that, in connection with an action,  suit or proceeding  referenced in
Subsection 1(a),  Indemnitee  ultimately may become entitled to  indemnification
pursuant to Section 1, the  directors  may  authorize  the payment of reasonable
costs and  expenses,  including  reasonable  attorneys'  fees,  arising from the
defense or  settlement of such action,  suit or  proceeding.  Indemnitee  hereby
undertakes  to repay such amounts  advanced  only if, and to the extent that, it
shall  ultimately  be  determined  that the  Indemnitee  is not  entitled  to be
indemnified by the Bank as authorized  hereby. The advances to be made hereunder
shall  be  paid  by the  Bank to  Indemnitee  within  ten  (10)  days  following
authorization  thereof  by the  directors  of the Bank,  at a special or regular
meeting of the directors of the Bank, which meeting shall be held as promptly as
possible,  pursuant to the Bank' Bylaws, after delivery of a written request for
the advancement of expenses by Indemnitee to the Bank.

         (b) Notice/Cooperation by Indemnitee.  Indemnitee shall, as a condition
precedent to his right to be  indemnified  under this  Agreement,  give the Bank
notice in writing as soon as  practicable  of any claim made against  Indemnitee
for which  indemnification will or could be sought under this Agreement.  Notice
to the Bank shall be directed to the  Secretary of the Bank at the address shown
on the signature page of this Agreement (or such other address as the Bank shall
designate in writing to  Indemnitee).  Notice shall be deemed  received five (5)
days after the date  postmarked,  if sent by domestic  certified  or  registered
mail, properly addressed;  otherwise when such notice shall actually be received
by the Bank. In addition,  Indemnitee  shall (i) give the Bank such  information
and cooperation as it may reasonably require and as shall be within Indemnitee's
power and (ii) upon request of the Bank testify at, or be deposed in  connection
with,  any  proceeding to adjudicate or consider a claim against  Indemnitee for
which indemnification will or could be sought under this Agreement.

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Monterey Bay Bancorp, Inc.
Form Of Indemnification Agreement, Continued

         (c) Procedure. Any indemnification and advancement of expenses provided
for in  Section  1 and  this  Section  2 shall  be made as  promptly  after  the
expiration of OTS' sixty (60) day notice period as possible. Upon receipt of the
written request of Indemnitee,  if the Bank can provide such indemnification and
advancement of expenses without approval of its directors,  notice thereof shall
be sent to the OTS within  five (5) days of receipt  of the  written  request of
Indemnitee by the Bank,  copying  Indemnitee  on such notice.  In the event that
director approval is required, then the Bank shall notify its directors and hold
a special or regular meeting as promptly as possible pursuant to its Bylaws, and
upon  action by its  directors,  if a majority  of the  directors  approve  such
indemnification  and  advancement of expenses,  notice thereof shall be sent the
same day to the OTS with a copy of such notice also being sent to Indemnitee. If
the OTS objects to such  indemnification  and/or advancement of expenses written
notice  thereof shall be sent to the  Indemnitee  promptly  following the Bank's
receipt of such notice from the OTS. If a claim under this Agreement,  under any
statute,  or under any provision of the Bank's  Charter or Bylaws  providing for
indemnification,  is not paid in full by the Bank within fifteen (15) days after
the expiration of the OTS' sixty (60) day notice period, if no objection to such
indemnification  was made by the OTS,  Indemnitee may, but need not, at any time
thereafter  bring an action against the Bank to recover the unpaid amount of the
claim and, if successful in whole or in part,  Indemnitee shall also be entitled
to be paid for the expenses (including attorneys' fees) of bringing such action.
It shall be a  defense  to any such  action  (other  than an action  brought  to
enforce a claim for expenses  incurred in  connection  with any action,  suit or
proceeding in advance of its final  disposition) that Indemnitee has not met the
standards of conduct which make it permissible under applicable law for the Bank
to indemnify  Indemnitee for the amount claimed,  but the burden of proving such
defense  shall be on the Bank,  and  Indemnitee  shall be  entitled  to  receive
interim  payments of expenses  pursuant to Subsection 2(a) unless and until such
defense may be finally  adjudicated  by court  order or  judgment  from which no
further right of appeal exists.  It is the parties'  intention that, if the Bank
contests  Indemnitee's  right to  indemnification,  the question of Indemnitee's
right to  indemnification  shall be for the court to  decide,  and  neither  the
failure  of the Bank  (including  its  Board  of  Directors,  independent  legal
counsel, or its shareholders) to have made a determination that  indemnification
of  Indemnitee is proper in the  circumstances  because  Indemnitee  has met the
applicable  standard  of  conduct  required  by  applicable  law,  nor an actual
determination  by the Bank  (including its Board of Directors,  any committee or
subgroup  of  the  Board  of  Directors,   independent  legal  counsel,  or  its
shareholders)  that Indemnitee has not met such applicable  standard of conduct,
shall create a presumption  that  Indemnitee  has or has not met the  applicable
standard of conduct.

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Monterey Bay Bancorp, Inc.
Form Of Indemnification Agreement, Continued

         (d) Notice to Insurers. If, at the time of the receipt of a notice of a
claim  pursuant to  Subsection  2(b)  hereof,  the Bank has director and officer
liability  insurance  in  effect,  the Bank  shall  give  prompt  notice  of the
commencement  of  such  proceeding  to  the  insurers  in  accordance  with  the
procedures set forth in the respective policies.  The Bank shall thereafter take
all  necessary or desirable  action to cause such  insurers to pay, on behalf of
the Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies.

         (e)  Selection of Counsel.  In the event a majority of the directors of
the Bank shall determine under Subsection 2(a) hereof to pay the expenses of any
proceeding against the Indemnitee,  the Bank, if appropriate,  shall be entitled
to  assume  the  defense  of  such  proceeding,  with  counsel  approved  by the
Indemnitee,  which counsel may be counsel for the Bank, upon the delivery to the
Indemnitee  of written  notice of its election so to do. After  delivery of such
notice,  approval of such counsel by the  Indemnitee  and the  retention of such
counsel by the Bank,  the Bank will not be liable to the  Indemnitee  under this
Agreement for any fees of counsel  subsequently  incurred by the Indemnitee with
respect to the same proceeding,  provided that (i) the Indemnitee shall have the
right to employ his counsel in any such  proceeding,  at the  Indemnitee's  sole
expense;  and (ii) if (A) the  employment of counsel by the  Indemnitee has been
previously  authorized by the Bank,  (B) the  Indemnitee  shall have  reasonably
concluded  that there may be a conflict  of  interest  between  the Bank and the
Indemnitee  in the  conduct of any such  defense  or (C) the Bank shall not,  in
fact, have employed counsel to assume the defense of such  proceeding,  the fees
and expenses of Indemnitee's counsel shall be at the expense of the Bank.

     3. Additional Indemnification Rights; Nonexclusivity.

         (a) Scope.  Notwithstanding any other provision of this Agreement,  the
Bank hereby agrees to indemnify the Indemnitee to the fullest  extent  permitted
by law, notwithstanding that such indemnification is not specifically authorized
by the other provisions of this Agreement, the Bank's Charter, the Bank's Bylaws
or by statute. In the event of any change, after the date of this Agreement,  in
any  applicable  law,  statute,  or rule  which  expands  the right of a federal
savings  institution  to  indemnify  a member  of its board of  directors  or an
officer,  such changes shall be, ipso facto,  within the purview of Indemnitee's
rights and Bank's obligations,  under this Agreement. In the event of any change
in any  applicable  law,  statute or rule which  narrows  the right of a federal
savings  institution  to  indemnify  a member  of its board of  directors  or an
officer, such changes, to the extent not otherwise required by such law, statute
or rule to be applied to this  Agreement  shall have no effect on this Agreement
or the parties' rights and obligations hereunder.

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Monterey Bay Bancorp, Inc.
Form Of Indemnification Agreement, Continued

         (b)  Nonexclusivity.  The  indemnification  provided by this  Agreement
shall not be  deemed  exclusive  of any  rights  to which an  Indemnitee  may be
entitled  under the Bank's  Charter,  its  Bylaws,  any  agreement,  any vote of
stockholders or disinterested  Directors,  the Home Owners' Loan Act of 1933, as
amended,  and  the  regulations  promulgated  thereunder,  the  Federal  Deposit
Insurance  Act,  and  the  regulations  promulgated  thereunder,  each as may be
amended  from time to time,  or  otherwise,  both as to  action in  Indemnitee's
official capacity and as to action in another capacity while holding such office
(each an  "Indemnified  Capacity").  The  indemnification  provided  under  this
Agreement  shall  continue as to  Indemnitee  for any action  taken or not taken
while serving in an Indemnified Capacity even though he may have ceased to serve
in an  Indemnified  Capacity  at the time of any action,  suit or other  covered
proceeding.

     4. Partial  Indemnification.  If Indemnitee is entitled under any provision
of this  Agreement to  indemnification  by the Bank for some or a portion of the
expenses,  judgments, fines or penalties actually and reasonably incurred by him
in the  investigation,  defense,  appeal or  settlement  of any action,  suit or
proceeding,  but not,  however,  for the total  amount  thereof,  the Bank shall
nevertheless  indemnify Indemnitee for the portion of such expenses,  judgments,
fines or penalties to which Indemnitee is entitled.

     5. Mutual Acknowledgment.  Both the Bank and Indemnitee acknowledge that in
certain  instances,  Federal  law or public  policy may  prohibit  the Bank from
indemnifying  its directors and officers under this Agreement or otherwise.  For
example, the Company and Indemnitee acknowledge that the Bank, a federal savings
institution,  is subject to the prohibitions and limitations on  indemnification
set forth in the federal banking laws including,  without  limitation,  Sections
8(k)  and  18(k)  of the  Federal  Deposit  Insurance  Act and  the  regulations
promulgated thereunder.

     6. Officer and Director Liability  Insurance.  The Bank shall, from time to
time, make the good faith determination whether or not it is practicable for the
Bank to obtain and  maintain a policy or policies of  insurance  with  reputable
insurance  companies  providing  the  officers  and  directors  of the Bank with
coverage for losses from wrongful  acts, or to ensure the Bank's  performance of
its   indemnification    obligations   under   this   Agreement.   Among   other
considerations,  the Bank  will  weigh  the costs of  obtaining  such  insurance
coverage against the protection  afforded by such coverage.  Notwithstanding the
foregoing,  the Bank  shall  have no  obligation  to  obtain  or  maintain  such
insurance  if the Bank  determines  in good  faith  that such  insurance  is not
reasonably available,  the premium costs for such insurance are disproportionate
to the amount of coverage  provided,  the coverage provided by such insurance is
limited  by  exclusions  so  as to  provide  an  insufficient  benefit,  or  the
Indemnitee is covered by similar insurance  maintained by a subsidiary or parent
company of the Bank.

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Monterey Bay Bancorp, Inc.
Form Of Indemnification Agreement, Continued

     7. Severability.  Nothing in this Agreement is intended to require or shall
be construed  as requiring  the Bank to do or fail to do any act in violation of
applicable  law. The Bank's  inability,  pursuant to court order, to perform its
obligations  under  this  Agreement  shall  not  constitute  a  breach  of  this
Agreement.  The provisions of this  Agreement  shall be severable as provided in
this Section 7. If this  Agreement or any portion hereof shall be invalidated on
any  ground  by any  court  of  competent  jurisdiction,  then  the  Bank  shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated,  and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms.

     8. Exceptions.  Any other provision herein to the contrary notwithstanding,
the Bank shall not be obligated pursuant to the terms of this Agreement:

         (a) Claims Initiated by Indemnitee. To indemnify or advance expenses to
Indemnitee   with  respect  to  proceedings  or  claims   initiated  or  brought
voluntarily  by  Indemnitee  and not by way of defense,  except with  respect to
proceedings  brought to  establish or enforce a right to  indemnification  under
this  Agreement  or any other  statute or law or  otherwise  as  required  under
applicable federal law, but such  indemnification or advancement of expenses may
be provided by the Bank in specific cases if the Board of Directors  finds it to
be appropriate; or

         (b)  Lack of Good  Faith.  To  indemnify  Indemnitee  for any  expenses
incurred  by the  Indemnitee  with  respect  to  any  proceeding  instituted  by
Indemnitee  to enforce or  interpret  this  Agreement,  if a court of  competent
jurisdiction  determines  that  each  of the  material  assertions  made  by the
Indemnitee in such proceeding was not made in good faith or was frivolous; or

         (c) Notwithstanding  the foregoing,  the Bank shall not be obligated to
indemnify  Indemnitee  for  expenses  or  liabilities  of  any  type  whatsoever
(including,  but not  limited  to,  judgments,  fines,  ERISA  excise  taxes  or
penalties,  and amounts  paid in  settlement)  which have been paid  directly to
Indemnitee by an insurance  carrier  under a policy of officers' and  directors'
liability insurance maintained by the Bank.

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Monterey Bay Bancorp, Inc.
Form Of Indemnification Agreement, Continued

     9. Construction of Certain Phrases.

         (a) For  purposes of this  Agreement,  references  to the "Bank"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
if  Indemnitee  is or  was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership, joint venture, trust or other enterprise, Indemnitee shall stand in
the same position  under the  provisions of this  Agreement  with respect to the
resulting or surviving corporation as Indemnitee would have with respect to such
constituent corporation if its separate existence had continued.

         (b) For purposes of this Agreement,  references to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes  assessed on Indemnitee  with respect to an employee  benefit plan;
and references to "serving at the request of the Bank" shall include any service
as a director,  officer,  employee or agent of the Bank which imposes duties on,
or involves services by, such director,  officer, employee or agent with respect
to an  employee  benefit  plan,  its  participants,  or  beneficiaries;  and  if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the interest of the participants and  beneficiaries of an employee benefit
plan  Indemnitee  shall be deemed to have acted in a manner "not  opposed to the
best interests of the Bank" as referred to in this Agreement.

     10.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, each of which shall constitute an original.

     11.  Successors and Assigns.  This Agreement shall be binding upon the Bank
and its successors and assigns, and shall inure to the benefit of Indemnitee and
Indemnitee's estate, heirs, legal representatives and assigns.

     12.  Attorneys'  Fees.  In the  event  that any  action  is  instituted  by
Indemnitee under this Agreement to enforce or interpret any of the terms hereof,
Indemnitee shall be entitled to be paid all court costs and expenses,  including
reasonable  attorneys' fees, actually and reasonably incurred by Indemnitee with
respect to such action,  unless as a part of such action, the court of competent
jurisdiction  determines that each of the material assertions made by Indemnitee
as a basis for such action were not made in good faith or were frivolous. In the
event of an action instituted by or in the name of the Bank under this Agreement
or to enforce or interpret any of the terms of this Agreement,  Indemnitee shall
be entitled to be paid all court costs and expenses,  including attorneys' fees,
incurred by  Indemnitee  in defense of such action  (including  with  respect to
Indemnitee's  counterclaims and cross-claims  made in such action),  unless as a
part of such  action the court  determines  that each of  Indemnitee's  material
defenses to such action were made in bad faith or were frivolous.

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Monterey Bay Bancorp, Inc.
Form Of Indemnification Agreement, Continued

     13. Notice. All notices,  requests,  demands and other communications under
this  Agreement  shall be in  writing  and  shall be  deemed  duly  given (i) if
delivered by hand and receipted for by the party  addressee or (ii) if mailed by
certified or registered  mail with postage  prepaid,  on the third  business day
after the mailing date. Addresses for notice to either party are as shown on the
signature page of this Agreement, or as subsequently modified by written notice.

     14. Choice of Law. This  Agreement  shall be governed by and its provisions
construed in accordance with the laws of the United States where  applicable and
otherwise by the substantive laws of the State of Delaware.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                      MONTEREY BAY BANK
                                      567 Auto Center Drive
                                      Watsonville, California  95076


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:

AGREED TO AND ACCEPTED:

INDEMNITEE:



--------------------------------
Name:

Address:


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