EXHIBIT 99.12

         THE FOLLOWING IS A DESCRIPTION OF PACIFIC UNION BANK'S CAPITAL STOCK
         TAKEN FROM PACIFIC UNION BANK'S FORM 10 FILED PURSUANT TO THE
         SECURITIES EXCHANGE ACT OF 1934.

ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

         The authorized capital stock of the Bank consists of 30,000,000 shares
of Common Stock, par value $6.00 per share. As of June 2, 2000, there were
issued and outstanding 6,666,667 shares of the Bank's Common Stock. A summary of
the rights, preferences, privileges and restrictions of the Bank's Common Stock
is set forth below.

DIVIDENDS

         The Bank can pay dividends as and when declared by the Board of
Directors, subject to compliance with limitations imposed by law. Each share of
Common Stock has the right to participate equally in dividends declared by the
Board of Directors out of funds legally available therefor. The Board of
Directors does not anticipate paying cash dividends for the foreseeable future.
See "Item 9 -- Market Price of and Dividends on the Registrant's Common Equity
and Related Stockholder Matters -- Dividends" herein.

VOTING RIGHTS

         All voting rights are vested in the holders of the Common Stock. Each
holder of Common Stock is entitled to one vote for each share of Common Stock
standing in his name on the books of the Bank on any matter submitted to the
vote of the shareholders, except that in connection with the election of
directors, shares are entitled to be voted cumulatively if a candidate's name
has been placed properly in nomination prior to the voting and a shareholder
present at the meeting gives notice of his or her intention to vote
cumulatively. Cumulative voting entitles a shareholder to give one nominee as
many votes as is equal to the number of directors to be elected multiplied by
the number of shares owned by such shareholder, or to distribute his or her
votes on the same principle between or among two or more nominees as he or she
deems appropriate. The candidates receiving the highest number of votes, up to
the number of directors to be elected, will be elected under cumulative voting.
KEB has entered into a voting agreement with the Bank specifying that KEB agrees
to not vote its shares at the Bank's 2001 Annual Meeting of Shareholders for
more than four nominees for director who would not be outside directors. The
voting agreement does not limit KEB from voting its shares for any nominees who
would be outside directors.

LIQUIDATION

         In the event of a voluntary or involuntary liquidation, dissolution or
winding up of the corporation, after distribution in full of the preferential
amounts to be distributed to the holders of all classes and series of stock
entitled thereto and to the holders of capital notes, if any, as provided for in
the California Financial Code, the holders of the Common Stock shall be entitled
to receive all the remaining assets of the corporation.

ABSENCE OF PREEMPTIVE RIGHTS

         Holders of the Common Stock of the Bank do not have preemptive rights
to subscribe for additional shares on a pro rata basis when and if such
additional shares are offered for sale by the Bank.

MISCELLANEOUS

         Each share of Common Stock has the same rights, preferences, and
privileges as every other share, and is entitled to one vote at any meeting of
shareholders (except as described above). The Common Stock has no conversion or
redemption rights or sinking fund provisions applicable thereto. All of the
shares of Common Stock outstanding are fully paid and non-assessable.

         California law prohibits a California state-chartered bank from lending
on the security of, or for the purpose of purchasing, its own stock and from
purchasing shares of its own stock unless approved in advance by the
Commissioner or unless such purchase in necessary to prevent loss to the bank on
debts previously contracted in good faith.

         The Bank utilizes U. S. Stock Transfer Corp., Glendale, California, as
its transfer agent.