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Exhibit 5
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WRITTEN CONSENT OF THE TRUSTEE
September 22, 2000
The undersigned, acting pursuant to the authority granted by Sections
218 and 228 of the Delaware General Corporation Law and the Bylaws of The San
Francisco Company, a Delaware corporation (the "Corporation"), and in his
capacity as the holder of 28,224,533 shares of the Class A Common Stock of the
Corporation as Trustee under that certain Voting Trust Agreement dated as of
November 30, 1998 (the "Voting Trust Agreement"), by and among Putra Masagung,
PT Gunung Agung and the undersigned, hereby consents to and approves:
(1) the Agreement and Plan of Merger dated as of September 22, 2000 by
and among the Corporation, First Banks, Inc., a Missouri corporation, First
Banks America, Inc., a Delaware corporation ("FBA"), Redwood Bank, a California
banking corporation and Bank of San Francisco, a California banking corporation
wholly owned by the Corporation (the "Merger Agreement"); and
(2) the Merger of the Corporation with a wholly-owned subsidiary of
FBA pursuant to the terms of the Merger Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Written Consent
effective the date first written above.
/s/ Robb Evans
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Robb Evans, as Trustee
