Form Waiver of Conflict of Interest

JOINT DEFENSE AGREEMENT

I. BACKGROUND

This Agreement, dated as of , concerns the joint defense of _______, its shareholders and employees (hereinafter "_______") and _______ (hereinafter "_______") with respect to the following matters: (1) a lawsuit filed by _______ against _______ and others as Civil Action _______ in the United States District Court for the District of _______ (hereinafter the "_______ Lawsuit"); (2) a lawsuit threatened to be filed by _______ against _______, _______ and others in the Circuit Court of _______, Missouri (hereinafter "_______ Lawsuit"); and (3) investigations being conducted by the Resolution Trust Corporation as Receiver for _______, the Federal Deposit Insurance Corporation as Receiver for _______ and _______, the United States Attorney for the District of _______ and the United States Attorney for the _______ District of _______ regarding the operation and practices of certain banks and savings and loans located in _______ and _______ (hereinafter the "Investigations"). By agreement of the parties, and with waiver of any conflicts or potential conflicts, the law firm of _______ represents one of the shareholders of _______ and other defendants, but does not represent _______ who appears pro se, in the _______ Lawsuit; it represents _______, but not _______, in the threatened _______ Lawsuit; and it represents _______ and _______ in connection with the Investigations.

II. MUTUALITY OF INTEREST

_______ and _______ believe that there is a mutuality of interest in a common and joint defense in regard to these matters and any related civil, criminal or administrative proceedings. In this regard, _______ and _______ wish to continue to pursue their separate but common interests, and to avoid any suggestions of waiver of the confidentiality of privileged communications, memoranda and documents. Accordingly, it is their intention and understanding that communications among them, either through [law firm] or otherwise, and any joint interviews of prospective witnesses, are confidential and are protected from disclosure to any third party by attorney-client and attorneys' work-product privileges.

III. MAINTENANCE OF PRIVILEGE

In order to pursue that joint defense effectively, _______ and _______ have also concluded that, from time to time, their mutual interests will be best served by sharing documents, factual material, mental impressions, strategies, legal theories, memoranda, interview reports, and other information, including their confidences, all of which will hereinafter be referred to as "Defense Materials." In the absence of such sharing, these Defense Materials would be privileged from disclosure to adverse or other parties as a result of the attorney-client privilege, the attorney work-product privilege or other applicable privileges. It is the purpose of this Agreement to ensure that the exchanges and disclosures of Defense Materials contemplated herein do not diminish in any way the confidentiality of the Defense Materials and do not constitute a waiver of any privilege otherwise available.

IV. CONSENT AND OTHER RIGHTS

To this end, it is understood and agreed that information obtained by [law firm] from either _______ or _______ shall remain confidential and shall be protected from disclosure to any third party except as provided herein. It is further understood and agreed that any documents exchanged between them, either through [law firm] or otherwise, and the information contained therein, and any other confidences exchanged between them, shall be used solely in connection with the _______ Lawsuit, the threatened _______ Lawsuit, the Investigations, and any related civil, and criminal or administrative proceedings. _______ and _______ further agree that neither will disclose Defense Materials received from each other or through [law firm], or the contents thereof, to anyone except executive officers of _______, without first obtaining the consent of all parties who may be entitled to claim any privilege with respect to such materials.

V. DEMAND OR SUBPOENA OF MATERIAL

If any other person or entity requests or demands, by subpoena or otherwise, any Defense Materials received from the other, directly or through [law firm], or jointly obtained on behalf of both parties, the party receiving the request or demand will immediately notify the other party. The person or entity seeking such Defense Materials will be informed that these materials are only on loan and that demand should be made on the appropriate party. Each party will take all steps necessary to permit the assertion of all application rights and privileges with respect to said Defense Materials and shall cooperate fully with the other in any judicial proceeding relating to disclosure of the Defense Materials.

VI. JOINT DEFENSE DOCTRINE

It is understood that all work performed by , its attorneys, employees and agents with regard to its representations and communicated to either _______ or _______ or both in connection with these representations shall be accomplished pursuant to the work product and the attorney-client privilege and to the "joint defense doctrine" and all other applicable rights and privileges, including those recognized in Continental Oil Company v. United States, 330 F.2d 347 (9th Cir.1964); Hunydee v. United States, 355 F.2d 183 (9th Cir.1965), In the Matter of a Grand Jury Subpoena Dated November 16, 1974, 406 F.Supp. 381 (S.D.N.Y.1975), and United States v. McPartlin, 595 F.2d 1321 (7th Cir.1979).

VII. CHANGED CIRCUMSTANCES

In the event any party decides to withdraw from this Agreement for any reason, that party shall immediately notify [law firm] in writing, of that parties' withdrawal from this Agreement, which will thereupon be terminated as to that party; provided, however, that no such termination shall effect or impair the obligations of confidentiality with respect to materials previously furnished pursuant to this Agreement. Further, any party, upon withdrawal, shall return all materials provided by the other parties hereto, including any copies of Defense Materials.

VIII. CONFLICT OF INTEREST AND DISQUALIFICATION

_______ and _______ hereby further agree that in the event that either becomes a cooperating government witness, nothing in this Agreement shall create a conflict of interest so as to require the disqualification of [law firm] from the representation of the other and _______ and _______ hereby waive any such conflict of interest.

It is agreed, however, that [law firm] shall not be disqualified from examining or cross-examining either _______ or _______, if either testifies at any proceeding, whether under grant or immunity or otherwise, because of [law firm]'s participation in this Agreement.

IX. LIMITATION OF DUTIES AND CONFLICTS

_______ and _______ have been advised, and have agreed, that [law firm] does not represent _______ in the _______ Lawsuit or in the threatened _______ Lawsuit. _______ and _______ have been advised, and have agreed, that it will be acting only as the attorney for its client in each action and will owe a duty of loyalty only to its client. Each client has agreed to knowingly and intelligently waive any conflict of interest that may arise from [law firm] examining them at any proceeding.

X. INJUNCTIVE RELIEF

_______ and _______ acknowledge that disclosure of any communication in violation of this Agreement will cause the parties hereto to suffer irreparable harm for which there is no adequate legal remedy. Each party hereto acknowledges that immediate injunctive relief is an appropriate and necessary remedy for any violation or threatened violation of the Agreement.

XI. CONTINUANCE OF AGREEMENT

This Agreement shall continue in effect notwithstanding any conclusion or resolution as to either _______ or _______ of the _______ Lawsuit, the threatened _______ Lawsuit or the Investigations or any administrative, civil, or criminal proceedings arising from or relating to any of them. _______ and _______ agree that they will continue to be bound by this Agreement following any such conclusion or resolution.

XII. NON WAIVER

Any waiver in any particular instance of the rights and limitations contained herein shall not be deemed, and is not intended to be, a general waiver of any rights or limitations contained herein and shall not operate as a waiver beyond the particular instance.

XIII. EXPLANATION AND MODIFICATION

By signing this Agreement, _______ and _______ certify that the contents of this Joint Defense Agreement have been explained to them, and that they agree to abide by the understandings reflected in the Agreement. Any modifications of the Agreement must be in writing and signed by all parties.

The foregoing is agreed to by the following parties as of the date first written above.

[SIGNATURE BLOCK FOR PARTIES]By __________________________________________________________________________
By __________________________________________________________________________
APPROVED:
[SIGNATURE BLOCK FOR LAW FIRM]

And... as always...

"This posting is provided "AS IS," with no warranties and conferring no rights whatsoever."