CENTRAL VALLEY COMMUNITY BANCORP

INCENTIVE STOCK OPTION AGREEMENT

1. GRANT.

Central Valley Community Bancorp, a California corporation (the "Company"), hereby grants to _________________________________ (the "Optionee"), an option (the "Option") to purchase a total of _________________ Shares of common stock of the Company, at the price set forth below, which Option is in all respects subject to the terms, definitions and provisions of the Central Valley Community Bancorp 2000 Stock Option Plan (the "Plan"). Capitalized terms used herein shall have the meanings assigned to them in the Plan.

2. NATURE OF THE OPTION.

This Option is intended to qualify as an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). However, the Company does not represent or warrant that this Option qualifies as an incentive stock option. Optionee acknowledges that Optionee is responsible to consult with Optionee's own tax advisor regarding the tax effects of the Option and the requirements necessary to obtain income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. Optionee further understands that, if Optionee disposes of any Shares received under this Option within two (2) years after the Grant Date of the Option specified below or within one (1) year after such Shares are transferred to him, Optionee will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount generally measured by the difference between the Exercise Price and the lower of the Fair Market Value of the Shares at the date of the exercise or the Fair Market Value of the Shares at the date of disposition. Optionee understands that, if Optionee disposes of such Shares at any time after the expiration of such two-year and one-year holding periods, any gain on such sale will be taxed as long-term capital gain. OPTIONEE AGREES TO NOTIFY THE COMPANY IN WRITING WITHIN 5 DAYS AFTER THE DATE OF ANY DISPOSITION OF ANY SHARES RECEIVED UNDER THIS OPTION.

Optionee further understands that: (a) if Optionee is unable to continue employment with the Company as a result of a Total and Permanent Disability (as defined in Section 22(e)(3) of the Code), and if the other requirements for incentive stock option treatment contained in Section 422 of the Code are satisfied, Optionee will be entitled to exercise the Option within twelve (12) months of such termination without defeating incentive stock option treatment; but (b) if Optionee is unable to continue employment with the Company as a result of a disability which is not a Total and Permanent Disability (as defined in Section 22(e)(3) of the Code), the Option will not qualify as an incentive stock option unless it is exercised within three (3) months of the date of termination (i.e., while the Option may be exercised for a period of twelve (12) months after such termination, the exercise more than three (3) months following termination will result in the Option being taxed as a Nonstatutory Option).

Optionee acknowledges, and the Company affirms, that the methodology by which the Fair Market Value of the Shares has been determined by the Company represents a good faith attempt, as defined in the Code and the regulations thereunder, at reaching an accurate appraisal of the Fair Market Value of the Shares; and the Company shall not be responsible for any additional tax liability incurred by Optionee in the event that the Internal Revenue Service were to determine that the Option does not qualify as an incentive stock option for any reason.

THE FEDERAL TAX CONSEQUENCES OF STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. ACCORDINGLY, OPTIONEE (OR HIS OR HER GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION.

3. EXERCISE PRICE.

The Exercise Price is ___________ for each share of Common Stock, which price is not less than the Fair Market Value per share of the Stock on the Grant Date (set forth below).

4. EXERCISE OF OPTION.

This Option shall be exercisable during its term in accordance with the provisions of the Plan as follows:

(a) RIGHT TO EXERCISE. This Option shall vest cumulatively from the date of grant of the Option, exercisable as follows: [ immediately as to ________________ Shares, or _________ percent (_____%) of the Option ]; as to ________________ Shares, or __________ percent (_____%) of the Option, on the first anniversary of the Grant Date; and as to additional increments of ______________ Shares or ______ percent (______%) of the Option, on each subsequent anniversary of the Grant Date thereafter.

(b) MINIMUM EXERCISE. This Option may not be exercised for fewer than 10 Shares nor for a fraction of a Share.

(c) METHOD OF EXERCISE. This Option shall be exercisable by written notice which shall state the election to exercise the Option and specify the number of Shares in respect of which the Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company accompanied by payment of the Exercise Price specified in Section 2 above. No Shares will be issued pursuant to the exercise of the Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company's common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee as of the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any Shares until the issuance of a stock certificate to the Optionee for such Shares.

(d) METHOD OF PAYMENT. The entire Exercise Price of Shares issued under this Option shall be payable in cash or by certified check, official bank check, or the equivalent thereof acceptable to the Company at the time when such Shares are purchased. Such payment also shall include the amount of any withholding tax obligation which may arise in connection with the exercise, as determined by the Company. In addition, payment may be made in any of the following forms:

SURRENDER OF STOCK. Payment of all or part of the Exercise Price and any withholding taxes may be made all or in part with Shares which have already been owned by the Optionee or Optionee's representative for more than 6 months and which are surrendered to the Company in good form for transfer. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased pursuant to exercise of the Option.

EXERCISE/SALE. Payment may be made by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

EXERCISE/PLEDGE. Payment may be made by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

(e) TERMINATION OF SERVICE. In the event that the Optionee's Service terminates:

(i) As a result of such Optionee's death or Total and Permanent Disability, the term of the Option shall expire twelve months after such death or Total and Permanent Disability, but not later than the expiration date specified in Section 5 below.

(ii) As a result of termination by the Company for cause as defined in the Plan, this Option shall expire at the time notice or advice of such removal or termination is dispatched by the Company and, notwithstanding anything else herein to the contrary, neither the Optionee nor the Optionee's estate shall be entitled to exercise this Option with respect to any Shares whatsoever after such removal or termination. As used in this paragraph (ii), Company includes Subsidiaries of the Company.

(iii) As a result of termination for any reason other than Total and Permanent Disability, death or cause, the term of the Option shall expire three months after such termination, but not later than the original expiration date specified in Section 5 below. Neither the Plan nor this Option shall be deemed to give Optionee a right to remain an Employee or consultant of the Company or a Subsidiary. The Company and its Subsidiaries reserve the right to terminate the service of any Employee or consultant at any time, with or without cause, subject to applicable laws and the terms of any written employment agreement.

5. TERM OF OPTION.

Subject to earlier termination as provided in the Plan, this Option shall terminate ____________________ (_____) years from the Grant Date of this Option, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

6. NON-TRANSFERABILITY OF OPTION.

This Option may be exercised during the lifetime of Optionee only by Optionee and may not be transferred in any manner other than by will or by the laws of descent and distribution, by instrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of the trustor/settlor, or by gift to "immediate family", as that term is defined in 17 C.F.R. 240.16a-1(e) or successor statute or regulation thereto. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

7. ADJUSTMENT OF SHARES.

In the event of a subdivision or split of the outstanding shares of common stock of the Company, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the value of Shares, a combination or consolidation of

the outstanding shares of common stock (by reclassification, reverse stock split or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Company shall make appropriate adjustments in the number of Shares covered by the Option and in the Exercise Price of the Option.

In the event that the Company is a party to a merger or other reorganization, the Option shall be subject to the agreement of merger or reorganization.

Except as provided in the Plan, Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to the Option. The grant of this Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

Grant Date: _________________________

CENTRAL VALLEY COMMUNITY BANCORP

By: _________________________________
__________________, President

By: _________________________________
__________________, Secretary

Optionee represents that Optionee has received a copy of the Plan, has read the terms and provisions of this Option and hereby accepts the same subject to all the terms and provisions of the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors or its duly appointed Committee upon any questions arising under the Plan.

Dated: ______________________________

CENTRAL VALLEY COMMUNITY BANCORP

NONSTATUTORY STOCK OPTION AGREEMENT

1. GRANT.

Central Valley Community Bancorp, a California corporation (the "Company"), hereby grants to ________________________ (the "Optionee"), an option (the "Option") to purchase a total of __________ Shares of common stock of the Company, at the price set forth below, which Option is in all respects subject to the terms, definitions and provisions of the Central Valley Community Bancorp 2000 Stock Option Plan (the "Plan"). Capitalized terms used herein shall have the meanings assigned to them in the Plan.

2. NATURE OF THE OPTION.

This Option is intended by the Company and the Optionee to be a Nonstatutory Option and does not qualify for any special tax benefits to the Optionee. This option is NOT an Incentive Stock Option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.

3. EXERCISE PRICE.

The Exercise Price is $__________ for each share of common stock, which price is not less than the Fair Market Value per share of the common stock of the Company on the Grant Date (set forth below).

4. TERM OF OPTION.

Subject to earlier termination as provided in the Plan, this Option shall terminate on _________________, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

5. EXERCISE OF OPTION.

This Option shall be exercisable during its term in accordance with the provisions of the Plan as follows:

(a) RIGHT TO EXERCISE. This Option shall vest cumulatively from the date of grant of the Option, exercisable as follows: [ immediately as to ________________ Shares, or _________ percent (_____%) of the Option ]; as to ________________ Shares, or __________ percent (_____%) of the Option, on the first anniversary of the Grant Date; and as to additional increments of ______________ Shares or ______ percent (______%) of the Option, on each subsequent anniversary of the Grant Date thereafter.

(b) MINIMUM EXERCISE. This Option may not be exercised for fewer than 10 Shares nor for a fraction of a Share.

(c) METHOD OF EXERCISE. This Option shall be exercisable by written notice which shall state the election to exercise the Option and specify the number of whole Shares in respect of which the Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail, to the Secretary of the Company accompanied by payment of the Exercise Price as specified below.

No Shares will be issued pursuant to the exercise of the Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company's common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee as of the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any Shares until the issuance of a stock certificate to the Optionee for such Shares.

(d) METHOD OF PAYMENT. The entire Exercise Price of Shares issued under this Option shall be payable in cash or by certified check, official bank check, or the equivalent thereof acceptable to the Company at the time when such Shares are purchased. Such payment also shall include the amount of any withholding tax obligation which may arise in connection with the exercise, as determined by the Company. In addition, payment may be made in any of the following forms:

SURRENDER OF STOCK. Payment of all or part of the Exercise Price and any withholding taxes may be made all or in part with Shares which have already been owned by the Optionee or Optionee's representative for more than 6 months and which are surrendered to the Company in good form for transfer. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased pursuant to exercise of the Option.

EXERCISE/SALE. Payment may be made by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

EXERCISE/PLEDGE. Payment may be made by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

(e) TERMINATION OF SERVICE. In the event that the Optionee's Service as an Employee terminates:

(i) As a result of such Optionee's death or Total and Permanent Disability, the term of this Option shall expire twelve months after such death or Total and Permanent Disability, unless such date is extended by the Committee pursuant to the Plan, but not later than the expiration date specified in Section 4 above.

(ii) As a result of termination by the Company for cause as defined in the Plan, this Option shall expire at the time notice or advice of such removal or termination is dispatched by the Company and, notwithstanding anything else herein to the contrary, neither the Optionee nor the Optionee's estate shall be entitled to exercise this Option with respect to any Shares whatsoever after such removal or termination. As used in this paragraph (ii), Company includes Subsidiaries of the Company.

(iii) As a result of termination for any reason other than Total and Permanent Disability, death or cause, the term of the Option shall expire three months after such termination, unless such date is extended by the Committee pursuant to the Plan, but not later than the original expiration date specified in Section 4 above.

Neither the Plan nor this Option shall be deemed to give Optionee a right to remain an Employee or consultant of the Company or Subsidiary. The Company and its Subsidiaries reserve the right to terminate the service of any Employee or consultant at any time, with or without cause, subject to applicable laws and the terms of any written employment agreement.

6. NON-TRANSFERABILITY OF OPTION.

This Option may be exercised during the lifetime of Optionee only by Optionee and may not be transferred in any manner other than by will or by the laws of descent and distribution, by instrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of the trustor/settlor, or by gift to "immediate family", as that term is defined in 17 C.F.R. 240.16a-1(e) or successor statute or regulation thereto. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

7. ADJUSTMENT OF SHARES.

In the event of a subdivision or split of the outstanding shares of common stock of the Company, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the value of Shares, a combination or consolidation of the outstanding shares of common stock (by reverse stock split, reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Company shall make appropriate adjustments in the number of Shares covered by the Option and in the Exercise Price of the Option.

In the event that the Company is a party to a merger or other reorganization, the Option shall be subject to the agreement of merger or reorganization.

Except as provided in the Plan, Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to the Option. The grant of this Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

8. TAXATION UPON EXERCISE OF OPTION.

Optionee understands that upon exercise of this Option, the Optionee will generally recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares over the exercise price. With respect to any Optionee that is a Payroll Employee only within the definition of
Section 2(f)(i) of the Plan, the Company will be required to withhold tax from Optionee's current compensation with respect to such income; to the extent that Optionee's current compensation is insufficient to satisfy the withholding tax liability, the Company may require the Optionee to make a cash payment to cover such liability as a condition of exercise of this Option. The Optionee may elect to pay such tax by (i) requesting the Company to withhold a sufficient number of Shares from the Shares otherwise due upon exercise or (ii) by delivering a sufficient number of Shares of the Stock which have been previously held by the Optionee for such a period of time as the Committee may require. The aggregate value of the Shares withheld or delivered, as determined by the Committee must be sufficient to satisfy all such applicable taxes, except as otherwise permitted by the Committee. If the Optionee is

subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Optionee's election must be made in compliance with rules and procedures established by the Committee.

THE FEDERAL TAX CONSEQUENCES OF STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. ACCORDINGLY, OPTIONEE (OR HIS OR HER GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION.

Grant Date: __________________________

CENTRAL VALLEY COMMUNITY BANCORP

By: _________________________________
____________________, President

By: _________________________________

____________________, Secretary

Optionee represents that Optionee has received a copy of the Plan, has read the terms and provisions of this Option and hereby accepts the same subject to all the terms and provisions of the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions, or interpretations of the Board of Directors or its duly appointed Committee upon any questions arising under the Plan or this Option Agreement.

Dated: ____________________________

CLOVIS COMMUNITY BANK

INCENTIVE

STOCK OPTION AGREEMENT

Granting Date:

TO:

We are pleased to notify you that Clovis Community Bank (the "Bank") this day hereby grants to you an option to purchase all or any part of ______________ shares of the Common Stock of the Bank (the "Shares") at the Option Price of _____________ per share as a Stock Option under the Clovis Community Bank 1992 Stock Option Plan (the Plan").

THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A COPY OF THE PLAN IS PROVIDED WITH THIS AGREEMENT.

THIS OPTION MAY BE EXERCISED ONLY IF THE PLAN IS APPROVED BY A MAJORITY OF ALL THE SHARES REPRESENTED AND VOTING AT THE MEETING OF SHAREHOLDERS OF THE BANK AND BY A MAJORITY OF THE DISINTERESTED SHARES REPRESENTED AND VOTING AT THE MEETING.

1. PURPOSE OF THE OPTION.

One of the purposes of the Plan is to advance the interests of the Bank and its affiliates (collectively the "Bank") by stimulating the efforts of full-time salaried employees and officers on behalf of the Bank by granting them financial participation in the progress and success of the Bank.

2. SIGNATURE ON OPTION AGREEMENT.

This option cannot be exercised unless you first sign this Agreement in the place provided and return it to the Secretary of the Bank. However, your signing and delivering this Agreement will not bind you to purchase any of the Shares subject to the option. Your obligation to purchase the Shares can arise only when you exercise this option in the manner set forth in Paragraph 3 below.

3. TERMS OF OPTION AND EXERCISE OF OPTION.

You may exercise this option during a calendar year only to the extent that the aggregate fair market value (determined at the times the options are granted) of the stock that may be acquired pursuant to this option (or portion thereof) and all other incentive stock options granted after 1986 that are first exercisable by you during the calendar year does not exceed $100,000 (taking into account all incentive stock options under any stock option plan of the Bank or any of its affiliates or any predecessor of any such corporation). If permitted in regulations promulgated by the Treasury Department or rulings of the Internal Revenue Service, you may choose, among the incentive stock options granted under the Plan after 1986 that are otherwise first exercisable by you in a calendar year, those options you wish to exercise subject to the $100,000 limitation. For example, you may decide to exercise the options that have the lowest exercise prices. If such a choice is not permitted (as determined by the Bank in its sole discretion), you must exercise incentive stock options (granted after 1986) that became first exercisable in a calendar year without regard to the $100,000 limitation, in the order in which they were granted to you (up to the $100,000 limit). If you choose not to exercise an option that is first exercisable in a calendar year under the $100,000 limitation, you may exercise that option in subsequent years without regard to the $100,000 limitation.

Subject to the provisions of Paragraph 4 below and this Paragraph 3, this option can be exercised by you at any time during a period of ___________ (______) months from the granting date as follows:

(a) This option may be exercised immediately to the extent of not more than _________ percent (____%) of the Shares;

(b) After the expiration of _________ (_____) months from the granting date, this option may be exercised to the extent of not more than ________ percent (____%) of the Shares;

(c) After the expiration of __________ (_____) months from the granting date, this option may be exercised to the extent of an additional ____________________ percent (_____%) of the Shares;

(d) After the expiration of ___________ (_____) months from the granting date, this option may be exercised to the extent of an additional ____________________ percent (_____%) of the Shares;

(e) After the expiration of ___________ (_____) months from the granting date, this option may be exercised to the extent of an additional ____________________ percent (_____%) of the Shares;

(f) After the expiration of ___________ (_____) months from the granting date, this option may be exercised to the extent of an additional ____________________ percent (_____%) of the Shares;

(g) After the expiration of ___________ (_____) months from the granting date, this option may be exercised to the extent of an additional ____________________ percent (_____%) of the Shares;

(h) After the expiration of ___________ (_____) months from the granting date, this option may be exercised to the extent of an additional ____________________ percent (_____%) of the Shares;

(i) After the expiration of ___________ (_____) months from the granting date, this option may be exercised to the extent of an additional ____________________ percent (_____%) of the Shares;

(j) After the expiration of ___________ (_____) months from the granting date, this option may be exercised to the extent of an additional ____________________ percent (_____%) of the Shares;

(k) After the expiration of ___________ (_____) months from the granting date, this option may be exercised to the extent of an additional ____________________ percent (_____%) of the Shares.

Any portion of the option that you do not exercise shall accumulate and can be exercised by you any time prior to the expiration of ____________(______) months from the granting date.

This option may be exercised by delivering to the Secretary of the Bank, payment in full at the Option Price for the number of Shares being purchased in cash or by certified check or official bank check or the equivalent thereof acceptable to the Bank, together with a written notice in a form satisfactory to the Bank, signed by you specifying the number of Shares you then desire to purchase and the time of delivery thereof, which shall not be less than fifteen (15) days and not more than thirty (30) days after the giving of such notice unless an earlier or later date is mutually agreed upon. At such time the Bank shall, without transfer or issue tax to you (or such other person entitled to exercise the option), deliver to you (or such other person entitled to exercise the option) at the principal office of the Bank, or such other place as shall be mutually acceptable, a certificate or certificates for such Shares dated the date the options were validly exercised; provided, however, that the time of such delivery may be postponed by the Bank for such period as may be required for it with reasonable diligence to comply with any requirements of law. No fractional Shares shall be issued or delivered.

As a holder of an option, you shall have the rights of a shareholder with respect to the Shares subject to this option only after such Shares shall have been issued to you upon the exercise of this option.

4. TERMINATION OF OFFICE OR EMPLOYMENT.

If your status as an employee or officer of the Bank is terminated for any reason other than death or disability or cause, this option may be exercised within three (3) months from the date of such termination to the extent you were entitled to exercise the option on the date of termination, but in no event may this option be exercised after the expiration of the term of this option. If, however, you are removed from your office or your employment with the Bank is terminated for cause as defined in the Plan, this option shall expire at the time notice or advice of such removal or termination is dispatched by the Bank and notwithstanding anything else herein to the contrary, neither you nor your estate shall be entitled to exercise any option with respect to any Shares whatsoever after such removal or termination.

5. DEATH OR DISABILITY.

If you die or become disabled while an officer or employee of the Bank, the option may be exercised in whole or in part by you or your qualified representative (in the event of your mental disability) or by the duly authorized executor of your will or by the duly authorized administrator or special administrator of your estate (in the event of your death) within twelve
(12) months from the date of your death or disability to the extent that you had the right to exercise this option on the date of your death or disability, but in no event after the expiration of the term of this option.

Disability shall be determined under Section 422A of the Internal Revenue Code (the "Code") as in effect at the date of such disability. The Code currently defines disability as follows:

An individual is permanently and totally disabled if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. An individual shall not be considered to be permanently and totally disabled unless he furnished proof of the existence thereof in such form and manner, and at such times, as the Secretary may require.

6. NONTRANSFERABILITY OF OPTION.

This option shall not be transferable except by will or the laws of descent and distribution, and this option may be exercised during your lifetime only by you. Any purported transfer or assignment of this option shall be void and of no effect, and shall give the Bank the right to terminate this option as of the date of such purported transfer or assignment.

7. ADJUSTMENT OF AND CHANGES IN THE SHARES.

In the event of any change in the outstanding Common Stock of the Bank, without receipt by the Bank of additional consideration in lieu of such change (whether by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like), the aggregate number or class of Shares subject to this option immediately prior to such event shall be appropriately adjusted by the Board of Directors in accordance with the terms of the Plan so that your proportionate interest in the Bank by reason of your rights under any unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment by the Board of Directors shall be conclusive.

In the event of a dissolution or liquidation of the Bank or a merger or consolidation in which the Bank is not the surviving corporation, the Board of Directors may, in its discretion, provide for the assumption by the surviving or resulting corporation of every option outstanding hereunder, provided that, if the Board of Directors does not provide for such assumption, the Board of Directors shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may, in its discretion, tender an option or options to purchase its shares on its terms and conditions, both as to the number of shares and otherwise; provided, further, you shall have the right to exercise this option as to all or any of the Shares subject to this option immediately prior to such dissolution, liquidation, merger or consolidation, and to purchase Shares subject hereto to the extent of any unexercised portion of this option, regardless of the vesting provisions of Paragraph 3 hereof. This right of exercise shall be conditioned upon the execution of a final plan of dissolution or liquidation or of a definitive agreement of merger or consolidation, and the Bank shall provide you with notice thereof as soon as practicable.

In the event of an offer by any person or entity to all shareholders of the Bank to purchase any or all shares of Common Stock of the Bank (or shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in this Paragraph 7), the person exercising this option shall have the right upon commencement of such offer to exercise this option to the extent of any unexercised portion and to purchase Shares subject hereto, regardless of the vesting provisions of Paragraph 3 hereof.

8. SUBJECT TO TERMS OF THE PLAN.

This Agreement shall be subject in all respects to the terms and conditions of the Plan. Your signature herein represents your acknowledgement of receipt of a copy of the Plan. Any dispute or disagreement which shall arise under or as a result of or pursuant to this Agreement shall be finally and conclusively determined by the Board of Directors of the Bank or a duly appointed Committee in its sole discretion, and such determination shall be binding upon all parties.

9. EXERCISE OF OPTION CONDITIONED ON APPROVAL.

Exercise of this option is conditioned upon approval of the Plan by the shareholders of the Bank in accordance with the requirements of the Superintendent of Banks of the State of California.

10. TAX EFFECTS.

THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. ACCORDINGLY, AN OPTIONEE (OR HIS OR HER GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION.

11. RIGHTS AS A SHAREHOLDER.

You have no rights as a shareholder of the Bank with respect to any Shares until the date of the issuance of a stock certificate to you for such Shares.

12. NOTIFICATION OF SALE.

You agree that you, or any person acquiring Shares upon exercise of this Option, will notify the Bank not more than five (5) days after any sale or disposition of such Shares.

CLOVIS COMMUNITY BANK

By _________________________

Agreed to this _____
day of _____________, 19__.

CLOVIS COMMUNITY BANK

NONSTATUTORY STOCK OPTION AGREEMENT

Granting Date:

TO: _____________

We are pleased to notify you that Clovis Community Bank (the "Bank") this day hereby grants to you an option to purchase all or any part of ______ shares of the Common Stock of the Bank (the "Shares") at the Option Price of __________ per share as a Stock Option under the Clovis Community Bank 1992 Stock Option Plan (the "Plan").

THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A COPY OF THE PLAN IS PROVIDED WITH THIS AGREEMENT.

THIS OPTION MAY BE EXERCISED ONLY IF THE PLAN IS APPROVED BY A MAJORITY OF ALL THE SHARES REPRESENTED AND VOTING AT THE MEETING OF SHAREHOLDERS OF THE BANK AND BY A MAJORITY OF THE DISINTERESTED SHARES REPRESENTED AND VOTING AT THE MEETING.

1. PURPOSE OF THE OPTION.

One of the purposes of the Plan is to advance the interests of the Bank by stimulating the efforts of directors, full-time salaried employees and officers on behalf of the Bank and its affiliates (collectively the "Bank"), by granting them financial participation in the progress and success of the Bank.

2. SIGNATURE ON OPTION AGREEMENT.

This option cannot be exercised unless you first sign this Agreement in the place provided and return it to the Secretary of the Bank. However, your signing and delivering this Agreement will not bind you to purchase any of the Shares subject to the option. Your obligation to purchase the Shares can arise only when you exercise this option in the manner set forth in Paragraph 3 below.

3. TERMS OF OPTION AND EXERCISE OF OPTION.

Subject to the provisions of Paragraph 4 below and this Paragraph 3, this option can be exercised by you at any time during a period of one hundred twenty (120) months from the granting date as follows:

(a) This option may be exercised immediately to the extent of not more than ________ percent (__%) of the Shares;

(b) After the expiration of ____ (__) months from the granting date, this option may be exercised to the extent of not more than ______ percent (__%) of the Shares;

(c) After the expiration of ________ (__) months from the granting date, this option may be exercised to the extent of not more than _____ percent (__%) of the Shares;

(d) After the expiration of ________ (__) months from the granting date, this option may be exercised to the extent of not more than _______ percent (__%) of the Shares; and

(e) After the expiration of _______ (__) months from the granting date, this option may be exercised to the extent of ________ percent (___%) of the Shares.

Any portion of the option that you do not exercise shall accumulate and can be exercised by you any time prior to the expiration of one hundred twenty
(120) months from the granting date.

This option may be exercised by delivering to the Secretary of the Bank, payment in full at the Option Price for the number of Shares being purchased in cash or by certified check or official bank check or the equivalent thereof acceptable to the Bank, together with a written notice in a form satisfactory to the Bank, signed by you specifying the number of Shares you then desire to purchase and the time of delivery thereof, which shall not be less than fifteen (15) days and not more than thirty (30) days after the giving of such notice unless an earlier or later date is mutually agreed upon. At such time the Bank shall, without transfer or issue tax to you (or such other person entitled to exercise the option), deliver to you (or such other person entitled to exercise the option) at the principal office of the Bank, or such other place as shall be mutually acceptable, a certificate or certificates for such Shares dated the date the options were validly exercised; provided, however, that the time of such delivery may be postponed by the Bank for such period as may be required for it with reasonable diligence to comply with any requirements of law. No fractional shares shall be issued or delivered.

As a holder of an option, you shall have the rights of a shareholder with respect to the Shares subject to this option only after such Shares shall have been issued to you upon the exercise of this option.

4. TERMINATION OF OFFICE OR EMPLOYMENT.

If your status as a director, employee or officer of the Bank is terminated for any reason other than death or disability or cause this option may be exercised within three (3) months and one (1) day from the date of such termination to the extent you were

entitled to exercise the option on the date of termination, but in no event may this option be exercised after the expiration of the term of this option. If, however, you are removed from your office or your employment with the Bank is terminated for cause as defined in the Plan, this option shall expire at the time notice or advice of such removal or termination is dispatched by the Bank and notwithstanding anything else herein to the contrary, neither you nor your estate shall be entitled to exercise any option with respect to any Shares whatsoever after such removal or termination.

5. DEATH OR DISABILITY.

If you die or become disabled while a director, officer or employee of the Bank, the option may be exercised in whole or in part by you or your qualified representative (in the event of your mental disability) or by the duly authorized executor of your will or by the duly authorized administrator or special administrator of your estate (in the event of your death) within twelve
(12) months from the date of your death or disability to the extent that you had the right to exercise this option on the date of your death or disability, but in no event after the expiration of the term of this option.

Disability shall be determined under Section 422A of the Internal Revenue Code (the "Code") in effect at the date of such disability. The Code currently defines disability as follows:

An individual is permanently and totally disabled if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. An individual shall not be considered to be permanently and totally disabled unless he furnishes proof of the existence thereof in such form and manner, and at such times, as the Secretary may require.

6. NONTRANSFERABILITY OF OPTION.

This option shall not be transferable except by will or the laws of descent and distribution, and this option may be exercised during your lifetime only by you. Any purported transfer or assignment of this option shall be void and of no effect, and shall give the Bank the right to terminate this option as of the date of such purported transfer or assignment.

7. ADJUSTMENT OF AND CHANGES IN THE SHARES.

In the event of any change in the outstanding Common Stock of the Bank, without receipt by the Bank of additional consideration in lieu of such change (whether by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like), the aggregate number or class of Shares subject to this option immediately prior to such event shall be appropriately

adjusted by the Board of Directors in accordance with the terms of the Plan so that your proportionate interest in the Bank by reason of your rights under any unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment by the Board of Directors shall be conclusive.

In the event of a dissolution or liquidation of the Bank or a merger or consolidation in which the Bank is not the surviving corporation, the Board of Directors may, in its discretion, provide for the assumption by the surviving or resulting corporation of every option outstanding hereunder, provided that, if the Board of Directors does not provide for such assumption, the Board of Directors shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may, in its discretion, tender an option or options to purchase its shares on its terms and conditions, both as to the number of shares and otherwise; provided, further, you shall have the right to exercise this option as to all or any of the Shares subject to this option immediately prior to such dissolution, liquidation, merger or consolidation, and to purchase Shares subject hereto to the extent of any unexercised portion of this option, regardless of the vesting provisions of Paragraph 3 hereof. This right of exercise shall be conditioned upon the execution of a final plan of dissolution or liquidation or of a definitive agreement of merger or consolidation, and the Bank shall provide you with notice thereof as soon as practicable.

In the event of an offer by any person or entity to all shareholders of the Bank to purchase any or all shares of Common Stock of the Bank (or shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in this Paragraph 7), the person exercising this option shall have the right upon commencement of such offer to exercise this option to the extent of any unexercised portion and to purchase Shares subject hereto, regardless of the vesting provisions of Paragraph 3 hereof.

8. SUBJECT TO TERMS OF THE PLAN.

This Agreement shall be subject in all respects to the terms and conditions of the Plan. Your signature herein represents your acknowledgment of receipt of a copy of the Plan. Any dispute or disagreement which shall arise under or as a result of or pursuant to this Agreement shall be finally and conclusively determined by the Board of Directors of the Bank or a duly appointed Committee in its sole discretion, and such determination shall be binding upon all parties.

9. EXERCISE OF OPTION CONDITIONED ON APPROVAL.

Exercise of this option is conditioned upon approval of the Plan by the shareholders of the Bank in accordance with the requirements of the Superintendent of Banks of the State of California.

10. TAX EFFECTS.

THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. ACCORDINGLY, AN OPTIONEE (OR HIS OR HER GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION.

11. RIGHTS AS A SHAREHOLDER.

You have no rights as a shareholder of the Bank with respect to any Shares until the date of the issuance of a stock certificate to you for such Shares.

12. NOTIFICATION OF SALE.

You agree that you, or any person acquiring Shares upon exercise of this Option, will notify the Bank not more than five (5) days after any sale or disposition of such Shares.

CLOVIS COMMUNITY BANK

By ________________________

Agreed to this _____
day of ________, 19__.

   ARTICLE                                                                     COMMENCING
   NUMBER                         DESCRIPTION                                    ON PAGE
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     1.    NAME, EFFECTIVE DATE, PURPOSE, HISTORY AND CONSTRUCTION..................1-1
     2.    DEFINITIONS..............................................................2-1
     3.    ELIGIBILITY, PARTICIPATION AND BENEFICIARY DESIGNATION...................3-1
     4.    CONTRIBUTIONS............................................................4-1
     5.    ALLOCATIONS OF CONTRIBUTIONS.............................................5-1
     6.    VESTING OF ACCOUNTS......................................................6-1
     7.    ALLOCATION OF TRUST INCOME OR LOSS.......................................7-1
     8.    PARTICIPANTS' ACCOUNTS...................................................8-1
     9.    DISTRIBUTIONS AND WITHDRAWALS............................................9-1
    10.    SERVICE.................................................................10-1
    11.    FIDUCIARY RESPONSIBILITY................................................11-1
    12.    ADMINISTRATIVE COMMITTEE................................................12-1
    13.    INVESTMENTS AND LOANS...................................................13-1
    14.    TRUSTEE.................................................................14-1
    15.    AMENDMENT, TERMINATION AND MERGER.......................................15-1
    16.    ASSIGNMENTS.............................................................16-1
    17.    ADOPTION OF THE PLAN BY ASSOCIATED EMPLOYERS............................17-1

   ARTICLE                                                                     COMMENCING
   NUMBER                         DESCRIPTION                                    ON PAGE
-----------------------------------------------------------------------------------------
     1.    NAME, EFFECTIVE DATE, PURPOSE, HISTORY AND CONSTRUCTION..................1-1
           1.1      Plan Name.........................................................1
           1.2      Effective Date....................................................1
           1.3      Purpose and History...............................................1
           1.4      Construction......................................................2
           1.5      Employment Relationship Not Affected..............................3
           1.6      Terminated Participants Not Affected..............................3

     2.    DEFINITIONS..............................................................2-1

     3.    ELIGIBILITY, PARTICIPATION AND BENEFICIARY DESIGNATION...................3-1
           3.1      Definitions.......................................................1
           3.2      Participation.....................................................1
           3.3      Beneficiary Designation...........................................2
           3.4      Change from Ineligible to Eligible Employee.......................2
           3.5      Former Employee Rehired...........................................3
           3.6      Committee Determines Eligibility..................................3

     4.    CONTRIBUTIONS............................................................4-1
           4.1      Definitions.......................................................1
           4.2      Member Employer Contributions.....................................3
           4.3      Timing of, Limitations on and Return of Member
                           Employer Contributions.....................................4
           4.4      Participants' Voluntary Contributions Not Permitted...............4
           4.5      Salary Deferral Contributions.....................................5
           4.6      Nondiscrimination Tests For Elective Deferrals....................5
           4.7      Nondiscrimination Tests For Member Employer
                           Matching Contributions.....................................9
           4.8      Adjustment to Corrective Payments................................12
           4.9      Overriding Limitations...........................................12
           4.10     Record Requirements..............................................13
           4.11     Rollover Contributions and Direct Transfers......................13
           4.12     Qualified Military Service Contributions.........................15

     5.    ALLOCATIONS OF CONTRIBUTIONS.............................................5-1
           5.1      Definitions.......................................................1
           5.2      Allocation Methods................................................1

   ARTICLE                                                                     COMMENCING
   NUMBER                         DESCRIPTION                                    ON PAGE
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           5.3      Limitations on Annual Allocations.................................2
           5.4      Restoration Procedures............................................3
           5.5      Qualified Military Service Allocations............................4

     6.    VESTING OF ACCOUNTS......................................................6-1
           6.1      Automatic Vesting.................................................1
           6.2      No Divestment.....................................................1
           6.3      Amendment to Vesting..............................................1
           6.4      Lost Participants.................................................1

     7.    ALLOCATION OF TRUST INCOME OR LOSS.......................................7-1
           7.1      Determination of Net Income.......................................1
           7.2      Valuation.........................................................1
           7.3      Valuation Dates...................................................1
           7.4      Special Valuation Dates at Committee Discretion...................2
           7.5      Accounts to be Valued.............................................2

     8.    PARTICIPANTS' ACCOUNTS...................................................8-1
           8.1      Separate Accounts.................................................1
           8.2      Statement of Accounts.............................................1
           8.3      Valuation of Account When Payment Due.............................1

     9.    DISTRIBUTIONS AND WITHDRAWALS............................................9-1
           9.1      General...........................................................1
           9.2      Administrative Rules..............................................1
           9.3      Timing of Distributions...........................................2
           9.4      Treatment of Deferred Amounts.....................................4
           9.5      Methods of Distribution...........................................4
           9.6      Distribution in Periodic Payments.................................5
           9.7      Distribution Upon Death of Participant............................6
           9.8      Distributions to Minors or Legally Incompetents...................6
           9.9      Tax Information To Be Provided....................................7
           9.10     In Service Withdrawals............................................7
           9.11     Limitations on Distributions Upon Plan Termination................9
           9.12     Direct Rollovers.................................................10

    10.    SERVICE.................................................................10-1
           10.1     Definitions.......................................................1

   ARTICLE                                                                     COMMENCING
   NUMBER                         DESCRIPTION                                    ON PAGE
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           10.2     Crediting of Hours Subject to DOL Regulation......................2
           10.3     Hours of Service Equivalency......................................3
           10.4     Qualified Military Service Credited...............................3

    11.    FIDUCIARY RESPONSIBILITY................................................11-1
           11.1     Named Fiduciaries.................................................1
           11.2     Fiduciary Standards...............................................1
           11.3     Fiduciaries Liable for Breach of Duty.............................1
           11.4     Fiduciary May Employ Agents.......................................1
           11.5     Authority Outlined................................................2
           11.6     Fiduciaries Not to Engage in Prohibited Transactions..............3
           11.7     Duties of Plan Administrator......................................3

    12.    ADMINISTRATIVE COMMITTEE................................................12-1
           12.1     Appointment of Administrative Committee...........................1
           12.2     Committee Operating Rules.........................................1
           12.3     Committee Authority...............................................1
           12.4     Committee to Establish Funding Policy.............................2
           12.5     Committee May Retain Advisors.....................................2
           12.6     Claims Procedure..................................................2
           12.7     Committee Indemnification.........................................4

    13.    INVESTMENTS AND LOANS...................................................13-1
           13.1     Investment Authority..............................................1
           13.2     Use of Mutual or Commingled Funds Permitted.......................1
           13.3     Trustee May Hold Necessary Cash...................................1
           13.4     Trustee to Act Upon Committee Instruction.........................1
           13.5     Appointment of Investment Manager.................................2
           13.6     No Loans Permitted................................................2
           13.7     Separate Investment Funds.........................................2

    14.    TRUSTEE.................................................................14-1
           14.1     Trustee Governing Terms Effective January 1, 1998.................1
           14.2     Trustee Duties....................................................1
           14.3     Indicia of Ownership Must Be in United States.....................1
           14.4     Permissible Trustee Action........................................1
           14.5     Trustee's Fees For Services and Advisors Retained.................2
           14.6     Quarterly Accounting and Asset Valuation..........................2

   ARTICLE                                                                     COMMENCING
   NUMBER                         DESCRIPTION                                    ON PAGE
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           14.7     Trustee Removal or Resignation....................................3
           14.8     Approval of Trustee Accounting....................................3
           14.9     Trust Not Terminated Upon Trustee Removal or Resignation..........3
           14.10    Trustee May Consult With Legal Counsel............................4
           14.11    Trustee Not Required to Verify Identification or Addresses........4
           14.12    Individual Trustee Rules..........................................4
           14.13    Indemnification of Trustee and Insurance..........................5
           14.14    Income Tax Withholding............................................5

    15.    AMENDMENT, TERMINATION AND MERGER.......................................15-1
           15.1     Trust is Irrevocable..............................................1
           15.2     Sponsoring Employer May Amend Plan and Trust Agreement............1
           15.3     Sponsoring Employer May Terminate Plan/Member Employers May
                           Discontinue Matching and Profit Sharing Contributions......1
           15.4     Timing of Plan Termination....................................... 2
           15.5     Action Required Upon Plan Termination.............................2
           15.6     Nonreversion of Assets............................................3
           15.7     Merger or Consolidation Cannot Reduce Benefits....................3

    16.    ASSIGNMENTS.............................................................16-1
           16.1     No Assignment.....................................................1
           16.2     Qualified Domestic Relations Order Permitted......................1
           16.3     Offset to Provide Certain Judgments and Settlements Permitted.....1

    17.    ADOPTION OF THE PLAN BY ASSOCIATED EMPLOYERS............................17-1
           17.1     Purpose...........................................................1
           17.2     Becoming a Member Employer........................................1
           17.3     Participation as a Member Employer................................1
           17.4     Termination of Participation in the Plan..........................3
           17.5     Charges to Member Employers.......................................3

CLOVIS COMMUNITY BANK
SALARY DEFERRAL PLAN
(As Amended and Restated Effective January 1, 1997)

THIS PLAN AND TRUST AGREEMENT is made and entered into by and between Clovis Community Bank (Sponsoring Employer) and Daniel N. Cunningham and Wanda Lee Rogers (Trustees prior to January 1, 1998).

ARTICLE 1
NAME, EFFECTIVE DATE, PURPOSE, HISTORY AND CONSTRUCTION

1.1 PLAN NAME

(a) PLAN NAME

The Plan set forth in this Plan and Trust Agreement shall be designated as the Clovis Community Bank Salary Deferral Plan.

1.2 EFFECTIVE DATE

The effective date of this amended and restated Plan and Trust Agreement shall be January 1, 1997 except as specifically provided otherwise elsewhere in this document.

1.3 PURPOSE AND HISTORY

(a) PURPOSE

The Plan and Trust are intended to qualify as a profit sharing plan (with a 401(k) arrangement) under Code Sections 401(a) and 501(a) and are created and maintained for the exclusive benefit of Eligible Employees of the Employer and their Beneficiaries to enable them to share in Employer profits, to provide Eligible Employees with a means to accumulate retirement savings, to provide retirement funds, and to provide benefits in the event of the death or disability of the Employee.

(b) HISTORY

The original Plan and Trust Agreement was first effective January 1, 1983, was subsequently amended several times, was restated effective January 1, 1989 and was designated as the Clovis Community Bank Salary Deferral Plan.

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(c) PURPOSES OF RESTATEMENT

The principal purposes of this amendment and restatement are to consolidate all amendments made to the Plan and Trust Agreement since the last amendment and restatement, to customize the Plan language and to incorporate required language as mandated by the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the Uruguay Round Agreements Act (GATT) and other recent laws and regulations.

Further, this amendment and restatement is made to facilitate administration as the Plan has been amended by a change to the Plan eligibility provisions and addition of a Member Employer matching contribution provision.

1.4 CONSTRUCTION

The following miscellaneous provisions shall apply in the construction of this Plan and Trust Agreement:

(a) STATE JURISDICTION

All matters respecting the validity, effect, interpretation and administration of this Plan and Trust Agreement shall be determined in accordance with the laws of the State of California except where preempted by ERISA or other federal statutes.

(b) GENDER

Wherever appropriate, words used in the singular may include the plural or the plural may be read as the singular, the masculine may include the feminine, and the neuter may include both the masculine and the feminine.

(c) APPLICATION OF ERISA AND CODE REFERENCES

All references to sections of ERISA or the Code, or any regulations or rulings thereunder, shall be deemed to refer to such sections as they may subsequently be modified, amended, replaced or amplified by any federal statutes, regulations or rulings of similar application and import enacted by the Government of the United States or any duly authorized agency of the United States Government.

(d) ENFORCEABLE PROVISIONS REMAIN EFFECTIVE

If any provision of this Plan and Trust Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Plan and Trust Agreement shall continue to be fully effective.

(e) HEADINGS

Headings are inserted for reference only and constitute no part of the construction of this Plan and Trust Agreement.

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1.5 EMPLOYMENT RELATIONSHIP NOT AFFECTED

Nothing in the Plan or Trust Agreement shall be deemed a contract between the Employer and any Employee, nor shall the rights or obligations of the Employer or any Employee to continue or terminate employment at any time be affected hereby.

1.6 TERMINATED PARTICIPANTS NOT AFFECTED

Notwithstanding anything to the contrary herein, the rights and remedies, if any, of any person hereunder shall be determined as of the date his participation ceased or the date he ceased to be an Eligible Employee, whichever occurs first, and shall be based on the terms and conditions of the Plan and Trust Agreement in effect on such date, without regard to any changes made by articles which have specific effective dates subsequent to such date.

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ARTICLE 2
DEFINITIONS

DEFINITIONS

Terms which are used only in a single article (beginning with Article 3) are generally defined at the beginning of that article. Article 2.58 lists the terms so defined. The following words and phrases are used throughout this Plan and Trust Agreement and are defined below:

2.1 "ACCOUNT" means the aggregate of all records maintained by the Committee for purposes of determining a Participant's or Beneficiary's interest in the Trust Fund and shall include the Employer Account and Employee Account, as adjusted by such other amounts properly credited or debited to such Account. Each sub-account is defined alphabetically in Article 2.

2.2 "ADJUSTMENT FACTOR" means the cost of living factor prescribed by the Secretary of the Treasury under Code Section 415(d), as applied to such items and in such manner as the Secretary shall provide. For purposes of the OBRA `93 annual compensation limit under Code Section 401(a)(17), the Adjustment Factor shall be applied as provided in Code Section 401(a)(17)(B).

2.3 "ALLOWABLE COMPENSATION" for purposes of determining the minimum contributions for a Top-Heavy Plan, and for purposes of determining the limitations on allocations pursuant to Article 5.3, means the total of all wages, salaries, fees for professional services and other amounts paid by the Employer during a Limitation Year to a Participant for services actually rendered in the course of employment including (but not limited to) bonuses, overtime, commissions and incentive compensation, but excluding amounts which are contributed to a retirement plan, deferred compensation plan or other plan and which are not included as taxable income for such year, or amounts which are not deemed to be income for current services rendered such as amounts realized from the sale, exercise or exchange of Employer stock or stock options. Allowable Compensation shall not include amounts which a Participant elected to have the Employer contribute on his behalf for the Fiscal Year as a salary deferral contribution.

2-1

(a) Notwithstanding the preceding, for Fiscal Years beginning in 1998 and thereafter, Allowable Compensation shall include all amounts
(contributed by the Employer pursuant to a salary reduction agreement) which are not includible in the Employee's gross income under Code Sections 125, 402(e)(3), 402(b) or 403(b).

(b) Notwithstanding the foregoing, amounts earned in the Limitation Year but paid during the first few weeks of the next year because of the timing of pay periods and pay days may be included on a uniform and consistent basis in the Allowable Compensation of all similarly situated Participants for the Limitation Year.

2.4 "ALTERNATE PAYEE" means any spouse, former spouse, child or other dependent of a Participant recognized by a domestic relations order as having a right to receive all, or a portion of, a Participant's benefits under the Plan.

2.5 "ASSOCIATED EMPLOYER" means any entity that the Sponsoring Employer has designated as eligible to become a Member Employer under this Plan and Trust Agreement (in accordance with Article 17).

2.6 "BENEFICIARY" means any person designated by a Participant to receive benefits upon the death of such Participant, subject to the provisions of Article 3.3.

2.7 "BREAK IN SERVICE" means for purposes of Article 3, an Eligibility Computation Period, in which an Employee of the Employer is credited with 500 or fewer Hours of Service.

2.8 "CODE" means the Internal Revenue Code of 1986, as amended (and regulations issued thereunder).

2.9 "COMMITTEE" means the Administrative Committee designated under Article 12.

2.10 "DATE OF HIRE" means the date on which an Employee first performs an Hour of Service for the Employer.

2.11 "DEFERRED RETIREMENT DATE" means the date of actual retirement from the Employer by a Participant who remains in the employ of the Employer after attaining his Normal Retirement Date.

2-2

2.12 "DETERMINATION DATE" means, with respect to any Fiscal Year, the last day of the preceding Fiscal Year. If the Employer maintains two or more qualified plans which have different fiscal years and which either must be aggregated or which are allowed to be aggregated when determining top-heaviness pursuant to this Plan and Trust Agreement, the Determination Date to be used for this Plan for aggregation purposes shall be the Determination Date which falls within the same calendar year as the determination dates for all such plans which are required or permitted to be aggregated.

2.13 "DISABILITY" means the permanent incapacity of a Participant, by reason of physical or mental illness, to perform his usual duties for the Employer, resulting in termination of his service with the Employer. Disability shall be determined by the Committee in a uniform and nondiscriminatory manner after consideration of such evidence as it may require, which shall include a report of such physician or physicians as it may designate.

2.14 "EFFECTIVE DATE" of this amended and restated Plan and Trust Agreement shall mean January 1, 1997, except as specifically provided otherwise elsewhere in this document.

2.15 "ELIGIBLE EMPLOYEE" has the meaning set forth in Article 3.1.

2.16 "ELIGIBLE PARTICIPANT" means:

(a) An Eligible Employee who completed at least 1,000 Hours of Service in the Fiscal Year and who is an Eligible Employee and a Participant on the last day of the Fiscal Year, or

(b) Effective May 1, 1999, a Participant who was an Eligible Employee and who terminated employment during the Fiscal Year due to death or Disability, or after having reached his Normal Retirement Date, or

(c) Eligible Employees who were Participants at any time during the Fiscal Year but did not meet the requirements of (a) or (b) above but only for purposes of Articles 4.1(a) and/or 4.1(b).

2.17 "EMPLOYEE" means any person in the Service of the Employer including Leased Employees, officers and common-law Employees, but excluding directors who are not in the

2-3

Employer's employ in any other capacity. Subcategories of "Employee" are defined alphabetically in Article 2.

2.18 "EMPLOYEE ACCOUNT" means that portion of an Account attributable to a Participant's Salary Deferral Account and Rollover Account.

2.19 "EMPLOYER" means with respect to a specific Member Employer, such Member Employer and any other corporation, which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes such Member Employer, any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with such Member Employer, any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes such Member Employer, and any other entity required to be aggregated with such Member Employer pursuant to regulations under Code Section 414(o).

2.20 "EMPLOYER ACCOUNT" means that portion of an Account attributable to Employer contributions. A Participant's Employer Account shall include such Participant's Matching Account, Non-Elective Account, and Profit Sharing Account.

2.21 "ENTRY DATE" means January 1 and July 1.

2.22 "ERISA" means the Employee Retirement Income Security Act of 1974 (and regulations issued thereunder).

2.23 "EXCESS COMPENSATION" means Plan Compensation in excess of the Social Security Taxable Wage Base for the calendar year in which the Fiscal Year begins.

2.24 "FISCAL YEAR" means the accounting year of the Plan and Trust, which is the 12-consecutive month period ending December 31.

2.25 "GENERAL TRUST FUND" means that portion of the Trust Fund other than property and income held as or for segregated Accounts or under separate investment funds under the provisions of this Plan and Trust Agreement.

2-4

2.26 "HOUR OF SERVICE" has the meaning set forth in Article 10.1(b).

2.27 "INACTIVE PARTICIPANT" means a Participant who remains an Employee, but who ceases to be an Eligible Employee because of a change in employment status. Accounts of Inactive Participants shall share in allocations of contributions to the extent provided in Article 5, and such Accounts shall continue to be adjusted by other amounts properly credited or debited to such Accounts pursuant to Article 7. Inactive Participants shall not be permitted to have salary deferral contributions made on their behalf by a Member Employer.

2.28 "KEY EMPLOYEE" means, with respect to a Fiscal Year, any Employee or former Employee (including any deceased Employee) who at any time during the "testing period", consisting of the Fiscal Year containing the Determination Date and the four preceding Fiscal Years is or was:

(a) OFFICER

An officer of the Member Employer, or an Employee with the authority of an officer, with Testing Compensation of more than 50% of the applicable dollar limit under Code Section 415(b)(1)(A) for the applicable Fiscal Year. However, no more than 50 Employees (or if less, the greater of 3 Employees or l0% of the total number of Employees, including Leased Employees, who performed services for the Employer at any time during the "testing period") shall be treated as officers. In addition, such Employees who meet the requirements of this paragraph and who had the largest annual Testing Compensation from the Employer in any Fiscal Year during the "testing period" shall first be counted as officers, without regard to whether they are Key Employees for any other reason; or

(b) OWNER

(i) A 5% Owner; or

(ii) A 1% Owner with annual Testing Compensation from the Employer for the applicable Fiscal Year of more than $150,000; or

(iii) A 1/2% Owner who

(1) Is one of the 10 Employees who have the largest ownership interest in the Employer,

(2) Has annual Testing Compensation from the Employer which is greater than the dollar limitation under Code Section 415(c)(1)(A) for the applicable Fiscal Year, and

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(3) Does not meet the criteria in (i) or (ii). For purposes of this (iii), if two Employees have the same ownership interest in the Employer during the "testing period", then the Employee with the greater annual Testing Compensation from the Employer for the Fiscal Year during which the ownership interest existed shall be considered to have a larger ownership interest in the Employer.

(c) BENEFICIARY

A Beneficiary of a deceased Key Employee shall be considered to be a Key Employee, and a Beneficiary of a deceased Non-Key Employee shall be considered a Non-Key Employee. Notwithstanding the above, the Committee shall be guided by the Code in determining Key Employees for any Fiscal Year and shall maintain records adequate to determine Key Employees for any Fiscal Year.

(d) AGGREGATION RULES

For purposes of this Article 2.28, the rules of sub-sections
(b), (c) and (m) of Code Section 414 shall not apply for purposes of determining ownership, such that Owners shall be determined separately for each Member Employer.

2.29 "LEASED EMPLOYEE" means any individual who would not otherwise be considered an Employee but who has provided services to the Employer pursuant to an agreement between the Employer and any other entity, and such services are performed under the primary direction or control of the Employer and are performed on a substantially full-time basis for a period of at least one year. However, Leased Employees will not be considered Employees if they constitute less than 20% of the Employer's Non-Highly Compensated Employees as defined in Code Section 414(q) and if they are covered by a plan described in Code Section 414(n)(5).

2.30 "MATCHING ACCOUNT" means that portion of an Account attributable to Member Employer matching contributions.

2.31 "MEMBER EMPLOYER" means the Sponsoring Employer and any Associated Employer that has adopted the Plan and Trust Agreement in accordance with the terms and conditions set forth herein.

2.32 "NON-ELECTIVE ACCOUNT" means that portion of an Account attributable to the Member Employer's nonelective contributions as provided in Article 4.6(c).

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2.33 "NON-KEY EMPLOYEE" means any Employee who is not a Key Employee, including Employees who are former Key Employees.

2.34 "NORMAL RETIREMENT DATE" means the date of a Participant's 65th birthday.

2.35 "OBRA `93" means the Omnibus Budget Reconciliation Act of 1993 (and regulations issued thereunder).

2.36 "OWNER" means any person who owns (within the meaning of Code Sections 318 and 416(i)(1)(B)), or has owned within the four Fiscal Years prior to the Fiscal Year under consideration, a portion of the outstanding stock or voting power of capital or profits interest in the Member Employer. The ownership percentage of a "5%" Owner means greater than a 5% interest, that of a "1%" Owner means greater than a 1% interest and that of a "1/2%" Owner means greater than a 1/2% interest.

2.37 "PARTICIPANT" means any Employee or former Employee who has entered the Plan in accordance with Article 3, and whose Account, if any, hereunder has not subsequently been liquidated.

2.38 "PLAN" means the plan created by this Agreement.

2.39 "PLAN ADMINISTRATOR" means the Administrative Committee.

2.40 "PLAN COMPENSATION" for any Fiscal Year, for purposes of Articles 4.2(c), 5.2 and 4.5 means all amounts paid by the Member Employer to an Eligible Employee while a Participant with respect to services rendered during such Fiscal Year INCLUDING all amounts contributed by the Member Employer pursuant to a salary reduction agreement which are not includible in the Employee's gross income under Code Sections 125, 402(e)(3), 402(b) or
403(b). Notwithstanding the above, Plan Compensation shall not exceed the OBRA `93 annual compensation limit of $150,000, multiplied by the Adjustment Factor. For purposes of this section, "Plan Compensation" shall EXCLUDE amounts contributed to a non-qualified deferred compensation plan or amounts realized from the sale, exercise or exchange of Employer stock or stock options, auto allowances and taxable fringe benefits.

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2.41 "PROFIT SHARING ACCOUNT" means that portion of an Account resulting from Member Employer profit sharing contributions.

2.42 "QUALIFIED DOMESTIC RELATIONS ORDER" ("QDRO") has the meaning set forth in Code Section 414(p) (and regulations issued thereunder).

2.43 "REA" means the Retirement Equity Act of 1984 (and regulations issued thereunder).

2.44 "ROLLOVER ACCOUNT" means that portion of an Account attributable to a Participant's rollover contributions and to the direct transfer of benefits to this Plan from another qualified plan on an Employee's behalf in accordance with the provisions of Article 4.11.

2.45 "SALARY DEFERRAL ACCOUNT" means that portion of an Account attributable to salary deferral contributions.

2.46 "SERVICE" has the meaning set forth in Article 10.

2.47 "SPONSORING EMPLOYER" means Clovis Community Bank and such of its successors or assigns as may expressly adopt this Plan and Trust Agreement and agree in writing to continue this Plan and Trust.

2.48 "SPOUSAL CONSENT" means the revocable written consent of the Participant's spouse to an action taken by the Participant hereunder which requires such consent under the terms of the Plan; provided that:

(i) Such consent shall acknowledge the Beneficiary designated by the Participant and the effect of such consent;

(ii) Any change in the designated Beneficiary, other than to make the spouse the Beneficiary of 100% of the Participant's vested Account, shall require a new spousal consent;

(iii) Such consent shall be effective only with respect to that spouse;

(iv) Such consent shall be witnessed by a Plan representative or a notary public; and

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(v) Such written consent shall not be required if it is established to the satisfaction of a Plan representative that such consent cannot be obtained because (1) there is no spouse, or (2) the spouse cannot be located, or (3) such other circumstances exist as may be prescribed by applicable regulations.

2.49 "TEFRA" means the Tax Equity and Fiscal Responsibility Act of 1982 (and regulations issued thereunder).

2.50 "TESTING COMPENSATION" for purposes of determining (1) whether an Employee is a Key Employee, (2) whether an Employee is a Highly Compensated Employee, and (3) each Participant's Contribution Percentage and Deferral Percentage pursuant to Article 4.1(c) and Article 4.1(d), respectively, means Allowable Compensation, except that:

(a) Amounts contributed by the Employer pursuant to a salary reduction agreement which are not includible in the Employee's income under Code Section 125, 402(e)(3), 402(h) or 403(b) shall be included.

(b) Amounts attributable to periods during which an individual was not eligible to be a Participant shall be excluded for purposes of determining his Contribution Percentage and Deferral Percentage under Article 4.1(c) and Article 4.1(d), respectively.

Testing Compensation shall not exceed the OBRA `93 limit of $150,000, multiplied by the Adjustment Factor.

2.51 "TOP-HEAVY PLAN" means the Plan during each Fiscal Year in which the aggregate value of the Accounts of Key Employees exceeds 60% of the aggregate value of all Accounts under the Plan as of the Determination Date for such Fiscal Year. For purposes of determining the value of Employees' Accounts in the Plan, the following shall be excluded: (1) rollover contributions from a non-related employer made after December 31, 1983; (2) the Accounts of Participants who have not performed any services for the Employer within the five-year period ending on the Determination Date; and
(3) the Account of any individual who was a Key Employee with respect to the Plan for any prior Fiscal Year but is not a Key Employee with respect to the Plan for the applicable Fiscal Year. For purposes of determining the aggregate value of Accounts and/or accrued benefits under this section, distributions made within a 5-year period ending on the Determination Date shall be included to the extent required by applicable law and regulation.

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(a) REQUIRED AGGREGATION TO DETERMINE TOP-HEAVINESS

If a Key Employee is a Participant in this Plan for any Fiscal Year and the Employer maintains or has maintained any other plans (including terminated plans) (1) in which a Key Employee is or was a participant within the 5 year period ending on the Determination Date, or (2) which must be combined with this Plan in order to meet the requirements of Code Sections 401(a)(4) or 410(b) for any Fiscal Year, then this Plan's top-heaviness shall be determined for such Fiscal Year by aggregating the Accounts and/or present value of accrued benefits of participants in this Plan and all other such plans.

(b) PERMISSIVE AGGREGATION TO DETERMINE TOP-HEAVINESS

If the Employer maintains or has maintained any plans (including terminated plans) other than one described in (a) above, the Committee may aggregate the accounts and/or present value of accrued benefits of participants in any such plan with those of this Plan to determine whether this Plan is a Top-Heavy Plan for any Fiscal Year, provided that the requirements of Code Sections 401(a)(4) and 410(b) would continue to be met by treating this Plan, any plan that must be aggregated with the Plan under
(a) above and any other plan referred to in this sentence as one unit.

In determining top-heaviness and the aggregate value of Accounts and/or accrued benefits under this section, the Committee shall be guided by the provisions of the Code, including but not limited to Code Section
416(g)(3)(B) (and regulations issued thereunder).

2.52 "TRA `86" means the Tax Reform Act of 1986 (and regulations issued thereunder).

2.53 "TRUST" means the legal entity created by this Trust Agreement as part of the Plan.

2.54 "TRUST AGREEMENT" means this agreement prior to January 1, 1998, and means the Trust Agreement for MasterPlan of Columbia Trust Company, an Oregon banking corporation, on and after January 1, 1998.

2.55 "TRUST FUND" means all property and income held by the Trustee under the Trust Agreement.

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2.56 "TRUSTEE" means Daniel N. Cunningham and Wanda Lee Rogers prior to January 1, 1998, and means Columbia Trust Company, an Oregon banking corporation, on and after January 1, 1998 and any duly appointed successor.

2.57 "VALUATION DATE" means the last day of each calendar quarter as of January 1, 1998 and such other date as may be designated as provided in Article 7 for the revaluation of Participants' Accounts.

                                                       ARTICLE
(a)      "AFFILIATED EMPLOYER"                           9.11
(b)      "ANNUAL ADDITION"                               5.1
(c)      "AVERAGE CONTRIBUTION PERCENTAGE"               4.1
(d)      "AVERAGE DEFERRAL PERCENTAGE"                   4.1
(e)      "CONTRIBUTION PERCENTAGE"                       4.1
(f)      "DEFERRAL PERCENTAGE"                           4.1
(g)      "ELIGIBILITY COMPUTATION PERIOD"                3.1
(h)      "ELIGIBLE EMPLOYEE"                             3.1
(i)      "EXCESS CONTRIBUTIONS"                          4.1
(j)      "EXCESS DEFERRALS"                              4.1
(k)      "HIGHLY COMPENSATED EMPLOYEE"                   4.1
(l)      "LIMITATION ACCOUNT"                            5.1
(m)      "LIMITATION YEAR"                               5.1
(n)      "NON-HIGHLY COMPENSATED EMPLOYEE"               4.1
(o)      "OAI RATE"                                      5.1
(p)      "SUBSCRIPTION AGREEMENT"                       17.2
(q)      "TOP PAID GROUP"                                4.1
(r)      "YEAR OF ELIGIBILITY SERVICE"                   3.1

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ARTICLE 3
ELIGIBILITY, PARTICIPATION AND BENEFICIARY DESIGNATION

3.1 DEFINITIONS

(a) "ELIGIBLE EMPLOYEE" means any Employee of a Member Employer (including any Leased Employee) who is regularly scheduled to work at least 1,000 Hours of Service in an Eligibility Computation Period, except that "Eligible Employee" shall not include an Employee whose compensation and conditions of employment are established by the terms of a collective bargaining agreement to which the Member Employer is a party and which does not specifically provide for coverage of such Employee under the Plan. In the event an Employee who is not scheduled to work at least 1,000 Hours of Service in an Eligibility Computation Period does in fact complete at least 1,000 Hours of Service in an Eligibility Computation Period, such Employee will become eligible to participate and will enter the Plan on the next Entry Date.

(b) "ELIGIBILITY COMPUTATION PERIOD" means the 12 consecutive month period beginning with the Employee's Date of Hire and each anniversary thereof.

(c) "YEAR OF ELIGIBILITY SERVICE" means an Eligibility Computation Period in which an Employee is credited with 1,000 Hours of Service.

3.2 PARTICIPATION

(a) CONTINUING PLAN PARTICIPATION

Each individual who was an Eligible Employee and a Participant in the Plan immediately preceding the Effective Date of this amendment and restatement shall continue to be a Participant on such Effective Date.

(b) PLAN ENTRY

(i) PROFIT SHARING PORTION OF THE PLAN

Each Eligible Employee shall become a Participant in the profit sharing portion of the Plan on the Entry Date coinciding with or next following the last day of the Eligibility Computation Period in which he completes two (2) Years of Eligibility Service.

(ii) MATCHING PORTION OF THE PLAN

Each Eligible Employee shall become a Participant in the matching portion of the Plan on the Entry Date coinciding with or next following the last day of the Eligibility Computation Period in which he completes one (1) Year of Eligibility Service.

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(iii) SALARY DEFERRAL PORTION OF THE PLAN

Each Eligible Employee shall become a Participant in the salary deferral portion of the Plan on the Entry Date coinciding with or next following his completion of 6 months of service.

(c) BREAK IN SERVICE FOR PARTICIPATION

If an Employee has a Break in Service before satisfying the eligibility requirements of this Article 3.2, Service before such Break in Service will not be taken into account, except as provided in Article 3.5.

3.3 BENEFICIARY DESIGNATION

(a) DESIGNATION PROCEDURE

Each Eligible Employee, upon becoming a Participant, shall designate a Beneficiary or Beneficiaries to receive benefits under the Plan after his death. A Participant may change his Beneficiary designation at any time. Each Beneficiary designation shall be in a form prescribed by the Committee and will be effective only when filed with the Committee during the Participant's lifetime. Each Beneficiary designation filed with the Committee will cancel all previously filed Beneficiary designations.

(b) SPOUSAL CONSENT

In the event that a married Participant wishes to designate a Beneficiary other than his spouse for any portion of his vested Account, such designation shall include Spousal Consent.

(c) LACK OF DESIGNATION

In the absence of a valid designation by an unmarried Participant or if no designated Beneficiary survives an unmarried Participant, his interest shall be distributed to his estate. In the absence of a valid designation by a married Participant or if no designated Beneficiary survives a married Participant, his interest shall be distributed to his surviving spouse, or if there is no surviving spouse, then to his estate.

3.4 CHANGE FROM INELIGIBLE TO ELIGIBLE EMPLOYEE

An Employee who is excluded under Article 3.1 for any period shall be eligible to participate on the first date he is no longer excluded, provided that the requirements of Article 3.2 have been satisfied, but not earlier than the Entry Date on which he would have entered the Plan had he not been excluded under Article 3.1.

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3.5 FORMER EMPLOYEE REHIRED

Notwithstanding the provisions of Article 3.2(c), a former Employee who had completed the eligibility requirements of Article 3.2 with the Employer for a portion of the Plan and who is reemployed by the Employer shall become a Participant in that portion of the Plan as of the date of reemployment as an Eligible Employee, but not earlier than the Entry Date on which he would have entered that portion of the Plan had his employment not terminated. The Employee's prior Service shall be credited. If a former Employee terminated before completing the eligibility requirements of Article 3.2 with the Employer for any portion of the Plan and such individual is rehired, he shall be treated as a new Employee.

3.6 COMMITTEE DETERMINES ELIGIBILITY

Compliance with the eligibility requirements shall be determined by the Committee, which shall also inform each Employee of his becoming a Participant. The Committee shall provide each Participant with a summary plan description not later than 90 days following the date he enters the Plan or within such other period as may be prescribed by applicable law or regulation.

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ARTICLE 4
CONTRIBUTIONS

4.1 DEFINITIONS

(a) "AVERAGE CONTRIBUTION PERCENTAGE" ("ACP") means the average of the Contribution Percentages of a group of Eligible Participants.

(b) "AVERAGE DEFERRAL PERCENTAGE" ("ADP") means the average of the Deferral Percentages of a group of Eligible Participants.

(c) "CONTRIBUTION PERCENTAGE" means the ratio (expressed as a percentage) of (i) the matching contributions allocated to a Participant's Accounts for such Fiscal Year, to (ii) his Testing Compensation for such Fiscal Year. The determination and treatment of the Contribution Percentage of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. The Contribution Percentage may be adjusted as provided in Article 4.7.

(d) "DEFERRAL PERCENTAGE" means the ratio (expressed as a percentage) of (i) the contributions made under the Plan to a Participant's Salary Deferral and Non-Elective Accounts for such Fiscal Year, including Excess Deferrals, to (ii) such Participant's Testing Compensation for such Fiscal Year. The Deferral Percentage may be adjusted as provided in Article
4.6. The determination and treatment of the Deferral Percentage of any Participant shall also satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(e) "EXCESS CONTRIBUTIONS" mean salary deferral contributions that exceed those permitted by the non-discrimination tests in Article 4.6.

(f) "EXCESS DEFERRALS" mean salary deferral contributions for a calendar year that exceed the dollar limit provided under Article 4.5(a). If salary deferral contributions are made on behalf of a Participant under two or more plans during a calendar year and the sum of these amounts exceed the dollar limit in Article 4.5(a), then the Committee shall establish a claims procedure so that the Participant can designate the amounts and the plans from which such Excess Deferrals shall be returned. The Participant's claim shall be in writing; shall be submitted to the Plan Administrator not later than the following April 15th; shall specify the amount of the Participant's Excess Deferrals for the preceding calendar year; and shall be accompanied by the Participant's written statement that if such Excess Deferrals are not distributed, the amounts deferred under this Plan and other plans or arrangements described in Code Sections 401(k), 408(k), or 403(b), will exceed the limit imposed on the Participant by Code Section 402(g) for the year in which the deferral occurred.

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(g) "HIGHLY COMPENSATED EMPLOYEE" ("HCE") for a Fiscal Year includes:

(i) A 5% Owner in the current or the preceding Fiscal Year;

(ii) An Employee whose Testing Compensation exceeds $80,000 (multiplied by the Adjustment Factor) in the preceding Fiscal Year;

(A) If the Sponsoring Employer so elects, an Employee may be an HCE under this subsection (ii) if his Testing Compensation exceeds the dollar limit (stated above) in the preceding Fiscal Year and the Employee is a member of the Top Paid Group in such preceding Fiscal Year. For Fiscal Years beginning January 1, 1997, the Sponsoring Employer elects not to make the Top Paid Group election. This election may be changed without prior approval from the Internal Revenue Service by way of a Plan amendment executed by the Sponsoring Employer.

(h) "TOP PAID GROUP" for a Fiscal Year is equal to 20% of the total number of Employees of the Employer for the preceding Fiscal Year. In determining the total number of Employees for such year, the following Employees may be excluded:

(1) Those who have not completed six months of service at the end of such year;

(2) Those who normally work less than 17 1/2 hours per week;

(3) Those who normally work less than six months per year;

(4) Those who have not reached their 21st birthday;

(5) Non-resident aliens; and

(6) Collectively bargained Employees, provided that this exclusion may be used only if at least 90% of the Employees of the Employer are covered by bona fide collective bargaining agreements.

The Top Paid Group will be determined by listing all of the Employees of the Employer (including those excluded above) in descending order by Testing Compensation and selecting the 20% of the total number of Employees as determined above who are the highest paid. An Employee may be in the Top Paid Group even though he falls in one of the groups which have been excluded in determining the number of Employees. The resolution of any ambiguity relating to the determination of HCE(s) shall be based on IRS regulation 1.414(q).

(i) "NON-HIGHLY COMPENSATED EMPLOYEE" ("NON-HCE") means an
Employee who is not a Highly Compensated Employee.

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4.2 MEMBER EMPLOYER CONTRIBUTIONS

(a) MEMBER EMPLOYER PROFIT SHARING CONTRIBUTIONS

As of the last day of each Fiscal Year, a Member Employer may make a profit sharing contribution to the Trust in such amount as is determined by such Member Employer. The profit sharing contribution shall be reduced, if necessary, by any amounts in Limitation Accounts under Article 5 attributable to profit sharing contributions. These contributions will be allocated to Participants' Profit Sharing Accounts as provided in Article 5.2.

(b) NON-ELECTIVE CONTRIBUTIONS

The Member Employer may make non-elective contributions in accordance with Article 4.6(c), which shall be allocated to Participants' Non-Elective Accounts.

(c) MEMBER EMPLOYER MATCHING CONTRIBUTIONS

As of the last day of each Fiscal Year, the Member Employer may make a matching contribution to the Trust which, when combined with amounts in Limitation Accounts under Article 5, shall be sufficient, in total, to provide an allocation equal to a certain percentage or dollar amount of the salary deferral contributions made for each Eligible Participant which do not exceed to a certain percentage or dollar amount of his Plan Compensation for the Fiscal Year. These contributions will be allocated to Participants' Matching Accounts in accordance with this Article. The amount of the matching contribution and the maximum matching percentage or dollar amount shall be determined annually by each Member Employer and announced before the beginning of the applicable Fiscal Year.

(d) RESTORATION CONTRIBUTIONS

The Member Employer shall make the contributions required to restore the Accounts of Participants as described in Article 5.4 and Article
6.4. These contributions will be allocated in accordance with their purpose.

(e) TOP-HEAVY MINIMUM CONTRIBUTIONS

For any Fiscal Year during which the Plan is a Top-Heavy Plan, the sum of the Member Employer's profit sharing and non-elective contributions on behalf of each Participant who is a Non-Key Employee but is employed by such Member Employer on the last day of the Fiscal Year shall not be less than the lesser of:

(i) 3% of the Allowable Compensation paid or accrued to such Employee during the Fiscal Year; or

(ii) The highest percentage of Allowable Compensation which is allocated during the Fiscal Year on behalf of any Key Employee in the aggregate:

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(1) To his Employer Account under Article 5.2 of this Plan; and

(2) To his Salary Deferral Account under this Plan; and

(3) From contributions by the Member Employer to his account in any other defined contribution plan.

To the extent that these minimum allocations are not provided by other provisions of this Plan, the Member Employer shall make a minimum contribution in an amount which is determined to meet the requirements of this Article 4.2(e), which shall be allocated to the Accounts of Participants who are Non-Key Employees to carry out the purpose of this article.

4.3 TIMING OF, LIMITATIONS ON AND RETURN OF MEMBER EMPLOYER CONTRIBUTIONS

(a) AMOUNT AND TIMING OF CONTRIBUTIONS

Member Employer contributions shall not exceed an amount which is estimated to constitute the maximum allowable deduction under Code Section
404(a). Each Member Employer's contributions shall be paid to the Trustee on or prior to the last day for filing that Member Employer's federal income tax return for such year, including any extensions of time granted for such filing. Contributions shall be made in cash, by check and/or by electronic wire transfer.

(b) RETURN OF MEMBER EMPLOYER CONTRIBUTIONS

If an amount is contributed by the Member Employer due to a mistake of fact, such Member Employer shall be entitled to recover such amount within one year of the date such contribution is made. Unless otherwise provided in a resolution of the Board of Directors of the Member Employer, any amounts contributed by the Member Employer which are disallowed as a deduction under Code Section 404 shall be returned to such Member Employer within one year of the date such deduction is disallowed. Trust income attributable to the amount to be recovered shall not be paid to the Member Employer, but Trust loss attributable thereto shall reduce such amount.

4.4 PARTICIPANTS' VOLUNTARY CONTRIBUTIONS NOT PERMITTED

The Plan shall accept no voluntary contributions.

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4.5 SALARY DEFERRAL CONTRIBUTIONS

(a) GENERAL RULES

Each Participant may elect in writing to have the Member Employer make salary deferral contributions on his behalf in an amount from 1% to 10% of such Participant's Plan Compensation. Subject to the Committee's approval, each Participant may elect to have the Member Employer make an additional salary deferral contribution on his behalf during the Fiscal Year in a discretionary amount specified each year. Notwithstanding the foregoing, effective January 1, 1987, no more than $7,000, multiplied by the Adjustment Factor, of salary deferral contributions may be made on behalf of any Participant during any calendar year.

(b) ADMINISTRATIVE GUIDELINES

The Committee has the power to establish uniform and nondiscriminatory rules and from time to time to modify or change such rules governing the manner and method by which salary deferral contributions shall be made, as well as the manner and method by which salary deferral contributions may be changed or discontinued temporarily or permanently. All salary deferral contributions shall be authorized by the Participant in writing, made by payroll deduction, deducted from the Participant's Plan Compensation without reduction for any taxes or withholding (except to the extent required by law or the regulations) and paid over to the Trust by the Member Employer within a reasonable period following the date of deduction, but in no event later than 90 days after the 15th day of the month following the date on which such salary would otherwise have been paid. Effective February 1, 1997, the phrase "90 days after" shall be replaced with the phrase "the 15th day of the month following" in the preceding sentence. All salary deferral contributions shall be credited to such Participant's Salary Deferral Account and shall be treated as Member Employer profit sharing contributions for purposes of their deductibility and tax treatment under the Code.

4.6 NONDISCRIMINATION TESTS FOR ELECTIVE DEFERRALS

  IF ADP OF ELIGIBLE PARTICIPANTS     THEN, ADP OF ELIGIBLE PARTICIPANTS
      WHO ARE NON-HCE(S) IS:             WHO ARE HCE(S) CANNOT EXCEED:
------------------------------------ --------------------------------------
                (1)                                   (2)
Less than 2%                         Two times column (1) ADP
2% but less than 8%                  Column (1) ADP plus 2%
8% or greater                        1.25 times column (1) ADP

provided that:

(i) Amounts allocated to a Participant's Non-Elective Account for a Fiscal Year may be included in computing his Deferral Percentage.

(ii) Amounts added to a Participant's Employer Matching Account which meets the requirements of Code Section 401(k)(2)(B) and (C) may be included in computing his Deferral Percentage.

(iii) The Deferral Percentage for any Employee who is a Participant under two or more Code Section 401(k) arrangements of the Employer shall be the sum of the Deferral Percentages for such Employee under each of such arrangements.

(iv) In the event that one or more other plans are aggregated with this Plan to satisfy Code Sections 401(a)(4) and 410(b), this Article 4.6(a) shall be applied by determining the Deferral Percentages of Eligible Participants as if all such plans were a single plan. All such plans must have the same plan year.

(b) ELECTION OF CURRENT YEAR TESTING OR PRIOR YEAR TESTING

Notwithstanding the foregoing, the Sponsoring Employer may elect the "prior year testing method" by using the Non-Highly Compensated Employees' Average Deferral Percentage for the preceding Fiscal Year in determining the allowable Highly Compensated Employees' Average Deferral Percentage for the current Fiscal Year. For Fiscal Years beginning January 1, 1997 and January 1, 1998, the Sponsoring Employer elects to use the current year testing method. For Fiscal Years beginning January 1, 1999, the Sponsoring Employer elects to use the prior year testing method. This election may be changed without prior approval from the Internal Revenue Service by way of a Plan amendment executed by the Sponsoring Employer. If the current year testing method is made, the election cannot be revoked after 1999 unless it has been used for each of the five Fiscal Years preceding the Fiscal Year of the revocation.

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(c) CORRECTIVE ACTIONS

(i) the salary deferral contributions for any Fiscal Year would otherwise cause the Plan to fail to meet the nondiscrimination tests of this Article 4.6 then the Committee may, at its discretion within the period permitted by applicable law or regulation, take one or more of the following actions, but only as necessary:

(1) Reduce salary deferral contributions made on behalf of Participants who are HCE(s) for the remainder of the Fiscal Year; or

(2) Return Excess Contributions to the affected Participants in accordance with Article 4.6(e).

(ii) The Member Employer may make a non-elective contribution for any Fiscal Year. Such contribution shall be allocated to the Non-Elective Accounts of a group of Eligible Participants who are Non-HCE's and who are selected on a basis that is not prohibited by law or by regulation. Each Participant who is entitled to share in such contribution for a Fiscal Year shall receive the same dollar allocation or receive an allocation in the same ratio to such contribution as his Testing Compensation bears to the Testing Compensation of all those eligible for such an allocation.

(d) DETERMINATION OF EXCESS CONTRIBUTIONS

(i) The maximum Deferral Percentage for a Participant who is a HCE is calculated by reducing the Deferral Percentage of the HCE with the highest Deferral Percentage to the extent required to (1) enable the Plan to satisfy the non-discrimination test in Article 4.6(a), or (2) cause such HCE's Deferral Percentage to equal the Deferral Percentage of the HCE with the next highest Deferral Percentage. This process will be repeated as necessary until the Plan satisfies the nondiscrimination test in Article 4.6(a).

(ii) The process for determining a HCE's Excess Contribution requires that an "excess amount" first be calculated for each HCE, which is equal to the difference between (1) the amount of contribution actually made under the Plan to his Salary Deferral Account for the Fiscal Year, and (2) the amount determined by multiplying the maximum Deferral Percentage calculated in (i) by such HCE's Testing Compensation. The "excess amounts" are then added together to arrive at an "aggregate excess amount." The maximum salary deferral contribution for a HCE is then calculated by reducing the salary deferral contribution of the HCE with the highest salary deferral contribution (measured in actual dollars) to the extent required to (1) reduce the "aggregate excess amount" to zero, or (2) cause such HCE's salary deferral contribution to equal the salary deferral contribution of the HCE with the

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next highest salary deferral contribution (measured in actual dollars). This process will be repeated as necessary until the "aggregate excess amount" is eliminated entirely.

(iii) A HCE's Excess Contribution is equal to the difference between (1) the amount of contribution actually made under the Plan to his Salary Deferral Account for such Fiscal Year, and (2) the maximum salary deferral contribution (measured in actual dollars) as determined in (ii) above.

(e) CORRECTIVE PAYMENTS

(i) PAYMENT OF EXCESS DEFERRALS

Notwithstanding any other provision of the Plan, Excess Deferrals plus any income or less any loss allocable thereto, as determined under Article 4.8, may be paid to Participants who have such Excess Deferrals for a calendar year no later than the following April l5th. If not paid by such date, these amounts must remain in the Participant's Account until otherwise withdrawable or payable under the terms of the Plan. Because of the double income tax treatment that a Participant will encounter if these amounts are not returned to him by the following April 15th, the Committee shall make every effort to meet this deadline.

(ii) PAYMENT OF EXCESS CONTRIBUTIONS

Notwithstanding any other provision of the Plan, Excess Contributions, plus any income or less any loss allocable thereto, as determined in Article 4.8, shall be paid in accordance with the following procedures:

(1) Excess Contributions for a Fiscal Year shall be paid to Participants on whose behalf such Excess Contributions were made, no later than the last day of the succeeding Fiscal Year.

(2) The Excess Contributions which would otherwise be paid shall be reduced, in accordance with regulations, by any Excess Deferrals paid to the Participant.

(3) Payments under this Article 4.6(e) shall be made from the Participant's Salary Deferral Account.

(iii) SPOUSAL CONSENT NOT REQUIRED

Payment of Excess Deferrals and/or Excess Contributions will not require the consent of the Participant or the Participant's spouse and will not violate any outstanding Qualified Domestic Relations Orders.

(iv) PAYMENTS NOT CONSIDERED WITHDRAWALS

Payment of Excess Deferrals and/or Excess Contributions are not subject to the hardship withdrawal provisions of Article 9.10.

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4.7 NONDISCRIMINATION TESTS FOR MEMBER EMPLOYER MATCHING CONTRIBUTIONS

 If ACP of Eligible                Then, ACP of Eligible
Participants Who Are             Participants Who Are HCE(s)
   NON-HCE(s) is:                      Cannot Exceed:
--------------------             ---------------------------
         (1)                                 (2)
Less than 2%                     Two times column (1) ACP
2% but less than 8%              Column (1) ACP plus 2%
8% or greater                    1.25 times column (1) ACP

provided that:

(i) Any amounts allocated to a Participant's Non-Elective Account for a Fiscal Year and not used to meet the tests in Article 4.6 may be included in his Contribution Percentage.

(ii) Any matching contributions which have been used to meet the tests in Article 4.6 must be subtracted from the matching contributions used to determine a Participant's Contribution Percentage.

(iii) Amounts allocated to a Participant's Salary Deferral Account for a Fiscal Year which are not needed to meet the tests in Article 4.6 may be included in a Participant's Contribution Percentage.

(iv) The Contribution Percentage for any Employee who is a Participant under two or more Code Section 401(m) arrangements of the Employer shall be the sum of the Contribution Percentages for such Employee under such arrangements.

(v) In the event that one or more other plans are aggregated with this Plan to satisfy the requirements of Code Sections 401(a)(4) and 410(b), this Article 4.7 shall be applied by determining the Contribution Percentages of Eligible Participants as if all such plans were a single plan. All such plans must have the same plan year.

(b) ELECTION OF CURRENT YEAR TESTING OR PRIOR YEAR TESTING

Notwithstanding the foregoing, the Sponsoring Employer may elect the "prior year testing method" by using the Non-Highly Compensated Employees' Average Contribution Percentage for the preceding Fiscal Year in determining the allowable Highly

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Compensated Employees' Average Contribution Percentage for the current Fiscal Year. For Fiscal Years beginning January 1, 1997 and January 1, 1998, the Sponsoring Employer elects to use the current year testing method. For Fiscal Years beginning January 1, 1999, the Sponsoring Employer elects to use the prior year testing method. This election may be changed without prior approval from the Internal Revenue Service by way of a Plan amendment executed by the Sponsoring Employer. Once the current year testing method is made, the election cannot be revoked after 1999 unless it has been used for each of the five Fiscal Years preceding the Fiscal Year of the revocation.

(c) MULTIPLE USE OF ALTERNATIVE LIMITATION

If the provisions of Article 4.6 and Article 4.7 apply to one or more HCE(s) and if both the ADP and the ACP of HCE(s) exceed the corresponding ADP and ACP of Non-HCE(s) multiplied by 1.25, then an additional non-discrimination test must be met, as follows:

(i) The sum of the ADP and ACP of Eligible Participants who are HCE(s) shall not exceed the sum of A & B; where A = 1.25 times the greater of the ADP or the ACP of Eligible Participants who are Non-HCE(s), and B = two times the smaller of ADP or ACP of Eligible Participants who are Non-HCE(s).

(ii) The ACP(s) and ADP(s) used in this Article 4.7(c) shall be determined after any corrective distributions have been made of Excess Deferrals, Excess Contributions, and excess matching contributions.

(iii) Notwithstanding the provisions of (i) above, the words "greater" and "smaller" in (i) above may be transposed.

(d) CORRECTIVE ACTIONS

(i) If the matching contributions for any Fiscal Year would otherwise cause the Plan to fail to meet the nondiscrimination tests of this Article 4.7, the Committee may at its discretion within the period permitted by applicable law or regulation, take one or more of the following actions, but only as necessary:

(1) Reduce the salary deferral contributions that would otherwise be permitted for HCEs for the remainder of the Fiscal Year and the matching contributions that would have been made based on such salary deferral contributions.

(2) Pay any fully vested matching contributions to the affected HCE(s), as provided in Article 4.7(f).

(ii) If salary deferral contributions for any year would otherwise cause the Plan to fail to meet the multiple use of alternative limitation provisions of (c) above,

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procedures similar to those detailed in Article 4.6(c), (d) and (e) shall be used to bring the Plan into compliance with such provisions. Any salary deferral contributions which must be returned to Participants pursuant to this Article 4.7(d) shall be considered Excess Contributions for purposes of this Plan.

(e) DETERMINATION OF THE AMOUNT OF EXCESS MATCHING CONTRIBUTIONS

(i) The maximum Contribution Percentage for a Participant who is a HCE is calculated by reducing the Contribution Percentage of the HCE with the highest Contribution Percentage to the extent required to (1) enable the Plan to satisfy the non-discrimination tests in Article 4.7(a) and Article 4.7(c), or
(2) cause such HCE's Contribution Percentage to equal the Contribution Percentage of the HCE with the next highest Contribution Percentage. This process will be repeated, as necessary, until the Plan satisfies the non-discrimination tests in Articles 4.7(a) and Article 4.7(c).

(ii) The process for determining a HCE's excess matching contribution requires that an "excess matching amount" first be calculated for each HCE, which is equal to the difference between (1) the amount of matching contribution actually made to his Matching Account under the Plan for the Fiscal Year, and (2) the amount determined by multiplying the maximum Contribution Percentage calculated in (i) above by such HCE's Testing Compensation. The "excess matching amounts" are then added together to arrive at an "aggregate excess matching amount". The maximum matching contribution for a HCE is then calculated by reducing the matching contributions of the HCE with the highest matching contribution (measured in actual dollars) to the extent required to (1) reduce the "aggregate excess matching amount" to zero, or (2) cause such HCE's matching contributions to equal the matching contributions of the HCE with the next highest matching contributions (measured in actual dollars). This process will be repeated as necessary until the "aggregate excess matching amount" is eliminated entirely.

(iii) A HCE's excess matching contribution is equal to the difference between (1) the amount of matching contribution actually made to his Matching Account under the Plan for such Fiscal Year and (2) the maximum matching contribution (measured in actual dollars) as determined in (ii) above.

(f) CORRECTIVE PAYMENTS

Notwithstanding any other provisions of the Plan, excess matching contributions, plus any income and less any loss allocable thereto, as determined under Article 4.8, shall be paid or forfeited in a nondiscriminatory manner and in accordance with the following procedures:

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(i) PAYMENT OF EXCESS MATCHING CONTRIBUTIONS

Excess matching contributions shall be paid, if appropriate, to Participants for whom such contributions have been made during a Fiscal Year, no later than the last day of the succeeding Fiscal Year.

(ii) SPOUSAL CONSENT NOT REQUIRED

Payment of excess matching contributions will not require the consent of the Participant's spouse and will not violate outstanding qualified domestic relations orders.

(iii) PAYMENTS NOT CONSIDERED WITHDRAWALS

Payment of excess matching contributions are not subject to the hardship withdrawal provisions of Article 9.10.

4.8 ADJUSTMENT TO CORRECTIVE PAYMENTS

Excess Deferrals, Excess Contributions, and excess matching contributions shall all be paid to the appropriate Participants, together with an investment adjustment. Such adjustment shall be computed by the Committee based on the procedures described in Article 7 to establish a proportionate crediting of Trust income or loss between the excess amounts and the amounts which are not to be returned for the Fiscal Year in which such excess occurred.

4.9 OVERRIDING LIMITATIONS

(a) CORRECTIVE ACTIONS

When salary deferral contributions made on behalf of Participants who are HCE(s) are reduced for the remainder of a Fiscal Year, no matching contributions shall be made with respect to the salary deferral contributions not permitted because of such reduction.

(b) EXCESS DEFERRALS

When Excess Deferrals are paid to a Participant, any matching contributions that are attributable to such Excess Deferrals shall be forfeited and shall be used to reduce the Member Employer matching contribution for the Fiscal Year.

(c) EXCESS CONTRIBUTIONS

When Excess Contributions are paid to a Participant, any matching contributions that are attributable to such Excess Contributions shall be forfeited and shall be used to reduce the Member Employer matching contribution for the Fiscal Year.

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4.10 RECORD REQUIREMENTS

The Member Employer shall maintain such records as may be needed to prove that for each Fiscal Year, the requirements of Article 4.6 and Article 4.7 are met.

4.11 ROLLOVER CONTRIBUTIONS AND DIRECT TRANSFERS

(a) ROLLOVER CONTRIBUTIONS PERMITTED

The Committee may authorize the Trustee to accept a rollover contribution from an Employee who is a Participant, in accordance with and subject to the limitations of applicable sections of the Code.

(b) GENERAL RULES

A rollover contribution shall be made within 60 days of the Participant's receipt of the distribution and shall be made only if the trust from which such funds are distributed is a qualified trust under Code Section
501(a). A rollover contribution shall not include any amounts contributed by the Employee, except to the extent permitted by the Code and applicable regulations. An Employee may be required to furnish evidence satisfactory to the Committee that the amount to be rolled over meets all of the foregoing requirements before the Committee or Trust will accept any such rollover contribution. The Committee shall not be required to authorize the Trustee to accept a rollover contribution if acceptance of such contribution would jeopardize the tax-exempt status of the Plan or Trust or create adverse tax consequences for a Member Employer.

(c) ROLLOVERS CREDITED TO ROLLOVER ACCOUNT

A rollover contribution may be made in cash and shall be credited to such Rollover Account as of the date such contribution is received. The Participant's Rollover Account shall be fully vested and shall share in Trust gains or losses pursuant to Article 7.

(d) INVESTMENT OF ROLLOVER CONTRIBUTIONS

If a Participant makes a rollover contribution to the Trust in cash, the Trustee shall invest the contributions as part of the Trust Fund unless the Committee directs the Trustee to invest such contributions as directed by the Participant pursuant to Article 13.7.

(e) DIRECT TRANSFER FROM ANOTHER QUALIFIED TRUST

The Committee may instruct the Trustee to accept on behalf of any Participant, the direct transfer of amounts from any other trust qualified under Code Section 501(a), which is part of any plan qualified under Code Section
401(a). After receipt, the Trustee shall treat such amounts as a rollover contribution otherwise meeting the requirements of this Article 4.11.

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(i) DEFINITIONS

For purposes of this section, the term "qualified plan" shall mean any tax-qualified plan under Code Section 401(a). For purposes of this section, the term "direct transfer of amounts from any other trust qualified under Code Section 501(a)" shall mean:

(1) Amounts transferred to this Plan directly from another plan qualified under Code Section 401(a);

(2) Distributions from another qualified plan which are eligible rollover distributions and which are transferred pursuant to a direct rollover;

(3) Amounts transferred to this Plan from a conduit individual retirement account provided that the conduit individual retirement account has no assets other than assets which 1) were previously distributed to the Employee by another qualified plan as a lump-sum distribution, 2) were eligible for tax-free rollover to a qualified plan, and 3) were deposited in such conduit individual retirement account within sixty (60) days of receipt thereof and other than earnings on said assets; and

(4) Amounts distributed to the Employee from a conduit individual retirement account meeting the requirements of clause c) above, and transferred by the Employee to this Plan within sixty (60) days of his receipt thereof from such conduit individual retirement account.

(ii) CERTAIN TRANSFERS NOT PERMITTED

In no event may the Committee authorize a direct transfer from a) a defined benefit pension plan, b) a defined contribution plan subject to the minimum funding standards of Code Section 412, or c) any other defined contribution plan to which the requirements of Code Section 401(a)(11)(A) apply with respect to such Participant, unless such a direct transfer may be made under applicable law and regulation without jeopardizing this Plan's tax-exempt status under Code Section 401(a)(11)(B).

(iii) TRANSFERRED AMOUNTS TREATED AS SALARY DEFERRAL ACCOUNTS FOR CERTAIN PLAN PURPOSES

Amounts treated as elective contributions (as defined under Regulation Section 1.401(k)-1(g)(3)) which are transferred from another qualified plan in a direct transfer shall be treated as amounts in the Participant's Salary Deferral Account for purposes of Article 9.11.

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(f) WITHDRAWALS FROM ROLLOVER ACCOUNTS

Withdrawals from Rollover Accounts shall be permitted as provided in Article 9.10.

(g) NON-QUALIFYING ROLLOVERS AND/OR NON-QUALIFYING DIRECT TRANSFERS

If it is later determined that a payment made pursuant to (a) and/or (e) above did not, in fact, qualify as a rollover or direct transfer under applicable Code sections and regulations or whose assets are later deemed non-qualified or "tainted," then such balance credited to the Rollover Account shall immediately be (i) segregated from all Plan assets, (ii) treated as a non-qualified trust established by and for the benefit of the Participant, and
(iii) distributed to the Participant. A non-qualifying rollover or direct rollover or direct transfer shall be deemed never to have been part of the Trust.

4.12 QUALIFIED MILITARY SERVICE CONTRIBUTIONS

Notwithstanding any provisions of this Plan to the contrary, effective as of December 12, 1994, contributions with respect to qualified military service will be provided in accordance with Code Section 414(u), as added by the Small Business Job Protection Act of 1996.

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ARTICLE 5
ALLOCATION OF CONTRIBUTIONS

5.1 DEFINITIONS

(a) "ANNUAL ADDITION" means the sum for the Limitation Year to which the allocation pertains (whether or not allocated in such year) of all Employer and Employee contributions allocated to the Participant's Account in this Plan for such Limitation Year and any other similar contributions to any other defined contribution plan maintained by the Employer, including Excess Contributions, excess matching contributions (regardless of when corrected or returned) and Excess Deferrals if not returned or otherwise corrected by the April 15 following the calendar year in which made.

ANNUAL ADDITION also includes amounts allocated to a Participant's:

(i) Individual medical account (as defined in Code Section 415(1)) which is part of a defined benefit pension plan maintained by the Employer, for purposes of the maximum dollar limit under Code Section
415(c)(1)(A) ; and

(ii) Separate account maintained for a Key Employee, to the extent required by the Code, which is attributable to post-retirement medical or life insurance benefits under a welfare benefit fund (as defined in Code Section 419A(d)) maintained by the Employer.

(b) "LIMITATION ACCOUNT" means an account expressly set up pursuant to Article 5.3(b) and maintained to hold excess Annual Addition amounts contributed in error.

(c) "LIMITATION YEAR" means the Fiscal Year.

(d) "OAI RATE" means the greater of 5.7% or the rate of tax for Old-Age Insurance under Code Section 3111(a) in effect as of the beginning of the Fiscal Year.

5.2 ALLOCATION METHODS

(a) SALARY DEFERRAL, NON-ELECTIVE, MATCHING, TOP-HEAVY MINIMUM AND RESTORATION CONTRIBUTIONS

Salary deferral, non-elective, matching, top-heavy minimum and restoration contributions are allocated as provided in Article 4.

(b) MEMBER EMPLOYER PROFIT SHARING ALLOCATION

(i) ALLOCATION METHOD

A Member Employer's profit sharing contributions and amounts in Limitation Accounts attributable to Profit Sharing Accounts for any Fiscal Year shall be allocated as of the last day of such Fiscal Year to the Profit Sharing Accounts of all Eligible

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Participants of such Member Employer. A portion will be allocated in proportion to the Plan Compensation of all Eligible Participants of such Member Employer, and a portion will be allocated in proportion to the Excess Compensation of all Eligible Participants of such Member Employer, as follows:

(1) First, the Plan Compensation of all Eligible Participants of the Member Employer shall be added to the Excess Compensation of all Eligible Participants of the Member Employer. The total amount to be allocated shall be divided by such sum to determine the uniform percentage of pay which may be allocated to the Accounts of all such Eligible Participants based on their Plan Compensation and to the Accounts of such Eligible Participants who have Excess Compensation based on their Excess Compensation.

(2) Second, there shall be added to the Account of each Eligible Participant who has Excess Compensation an amount equal to such Eligible Participant's Excess Compensation multiplied by the lesser of (A) the percentage determined in (i) above or (B) the OAI rate.

(3) Third, the balance shall be allocated to the Accounts of all Eligible Participants in the ratio that each such Eligible Participant's Plan Compensation bears to the aggregate Plan Compensation of all Eligible Participants.

(ii) LIMITATION IF EMPLOYER MAINTAINS MORE THAN ONE PLAN

Notwithstanding the foregoing, the provisions of this Article 5.2(b) may not provide for permitted disparity if the Member Employer maintains any other plan that provides for permitted disparity and benefits any of the same Participants.

(iii) ALLOCATIONS TO EMPLOYEES OF MEMBER EMPLOYERS

Notwithstanding the above, the profit sharing contributions and amounts in Limitation Accounts attributable to Profit Sharing Accounts for the Fiscal Year of a Member Employer shall be allocated to the Accounts of Eligible Participants who are Employees of such Member Employer.

(c) OVERRIDING TOP-HEAVY MINIMUM ALLOCATION

Notwithstanding the provisions of Article 5.2(b), for any Fiscal Year during which the Plan is a Top-Heavy Plan the requirements of Article 4.2(e) shall be met.

5.3 LIMITATIONS ON ANNUAL ALLOCATIONS

(a) LIMITATION AMOUNT

Notwithstanding any other provision of this Plan to the contrary, the Annual Addition to a Participant's Account for any Limitation Year shall not exceed the lesser of

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25% of the Employee's Allowable Compensation or $30,000, or such other amount for the Limitation Year as may be established by regulations under Code Section 415(d).

(b) TREATMENT OF EXCESS ANNUAL ADDITION MADE IN ERROR

In the event that (as a result of a reasonable error in estimating a Participant's compensation, a reasonable error in determining the amount of elective deferrals or other limited facts and circumstances which the Internal Revenue Service finds to be applicable) an amount would otherwise be allocated which would result in the Annual Addition limitation being exceeded with respect to any Participant, the excess amount shall be eliminated:

(i) First, by returning to such Participant, to the extent necessary his salary deferral contributions, if any. A return of salary deferral contributions shall include investment gains attributable to such contributions determined as provided in Article 4.8;

(ii) Second, by holding any excess profit sharing amounts in a Limitation Account and if the limitation is still exceeded with respect to the Participant, a separate Limitation Account shall be maintained with respect to the matching portions of any remaining excess . Any amounts in the Limitation Accounts shall be reallocated among the appropriate Accounts of Eligible Participants of the Member Employer pursuant to Article 5.2 as of the last day of each succeeding Fiscal Year until the excess is exhausted, provided that the Annual Addition limitation with respect to any Participant may not be exceeded in any Limitation Year. No allocation of contributions may be credited to the Accounts of Eligible Participants in succeeding years until such excess has been exhausted.

5.4 RESTORATION PROCEDURES

(a) COMPUTING AMOUNTS

In the event that a Participant's Account was improperly excluded in any year from an allocation of Member Employer contributions pursuant to Article 5.2, such Participant's Account shall be restored to its correct status by the addition of amounts that are determined as follows:

(i) First, an amount will be computed on the same basis as Member Employer contributions that were allocated to the Accounts of other Eligible Participants of such Member Employer under Article 5.2 in each year for which restoration is necessary, and

(ii) Second, Trust Fund income, gain or loss attributable to amounts that should have been allocated under (i) above will be computed on the same basis as Trust

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Fund income, gain or loss was allocated to other Participants' Accounts under Article 7 in each year for which restoration is necessary.

(b) INCOME, GAIN OR LOSS

In the event that a Participant's Account was improperly excluded in any year from an allocation of Trust Fund income, gain or loss pursuant to Article 7, such Participant's Account shall be restored to its correct status by the addition or subtraction of amounts that should have been allocated under Article 7 in each year for which restoration is necessary.

(c) SOURCE OF AMOUNTS

The Member Employer shall contribute an amount which is necessary to fully restore each improperly excluded Account. No Member Employer contributions shall be allocated pursuant to Article 5.2 to the Account of any Participant until each improperly excluded Account has been fully restored.

5.5 QUALIFIED MILITARY SERVICE ALLOCATIONS

Notwithstanding any provisions of this Plan to the contrary, effective as of December 12, 1994, allocations of contributions with respect to qualified military service will be provided in accordance with Code Section 414(u), as added by the Small Business Job Protection Act of 1996.

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ARTICLE 6
VESTING OF ACCOUNTS

6.1 AUTOMATIC VESTING

The value of a Participant's Account shall be fully vested and nonforfeitable at all times.

6.2 NO DIVESTMENT

Except as provided under Article 4.3(b) and Article 6.4, a Participant's vested right shall not be subject to divestment for any reason.

6.3 AMENDMENT TO VESTING

Notwithstanding any other provisions of this Article 6, the vested percentage of an individual who was a Participant immediately preceding the effective date of any amendment to the Plan is determined by the provisions of the Plan existing immediately prior to such amendment if such provisions provide a greater vested percentage at any relevant time.

6.4 LOST PARTICIPANTS

(a) PARTICIPANT'S ACCOUNT

If all or a portion of a Participant's Account becomes payable under Article 9 and the Committee, after a reasonable search, cannot locate the Participant or his Beneficiary (if such Beneficiary is entitled to payment), the vested Account shall:

(i) Be used to establish an Individual Retirement Account in the Participant's name; or

(ii) Remain in the Plan for a sufficient period of time so that the Administrative Committee can conduct a reasonable search for the Participant (or Beneficiary if the Beneficiary is entitled to payment) using the methods described in Article 6.4(b). If the Administrative Committee cannot locate the Participant (or Beneficiary) and has received notice from one of the searching organizations that the Participant or Beneficiary is unable to be located, the Participant or Beneficiary shall be deemed to be "lost". The Committee shall direct that the lost Participant's Account be forfeited and reallocated with the profit sharing contribution in accordance with Article 5.2(b) as of the last day of the Fiscal Year in which the Participant or Beneficiary is deemed to be "lost".

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(b) SEARCH FOR PARTICIPANTS OR BENEFICIARIES

The Committee shall make a reasonable attempt to find such a Participant or Beneficiary (if the Beneficiary is entitled to payment) by sending a registered letter, return receipt requested, to the last known address and by securing any assistance available from the Internal Revenue Service and the Social Security Administration or a private search firm, if feasible.

(c) RESTORATION

If an Account is forfeited under this Article 6.4, and the Participant or his Beneficiary subsequently presents a valid claim for benefits to the Committee, the Committee shall cause the vested Account, equal to the amount that was forfeited under this Article 6, to be restored in accordance with the provisions of Article 5.4.

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ARTICLE 7
ALLOCATION OF TRUST INCOME OR LOSS

7.1 DETERMINATION OF NET INCOME

As of each Valuation Date, the Committee shall determine the net income or loss of the Trust Fund based on a statement from the Trustee of the receipts and disbursements of the Trust Fund since the immediately preceding Valuation Date and of the fair market value of the Trust Fund as of the Valuation Date. If one or more separate investment funds have been established as provided in Article 13, each investment fund shall be valued separately on each Valuation Date and the net income or loss of each investment fund shall be allocated to each Account invested in such investment fund.

7.2 VALUATION

As of each Valuation Date and prior to any allocation of contributions to be made as of such Valuation Date, the net income or loss of the General Trust Fund since the immediately preceding Valuation Date, including net appreciation or depreciation and excluding any expenses paid by the Trust, shall be allocated to each Account in the ratio that the value, as of the immediately preceding Valuation Date, of each such Account invested in the General Trust Fund bears to the value, as of the immediately preceding Valuation Date, of all Accounts invested in the General Trust Fund. If one or more separate investment funds have been established, the net income or loss of each fund shall be allocated to each Account invested in such investment fund in proportion to the value of each Account invested in such investment fund as of the immediately preceding Valuation Date. The Committee shall adopt equitable procedures to establish a proportionate crediting of Trust income or loss to those portions of Participants' Accounts in the case of contributions, transfers, rollovers or withdrawals that have occurred in the interim period since the immediately preceding Valuation Date. Amounts held in Limitation Accounts established pursuant to Article 5.3 shall not share in Trust Fund income or loss.

7.3 VALUATION DATES

As of January 1,1998, the General Trust Fund, any separate investment funds and any segregated Accounts shall be valued as of the last day of each calendar quarter and as of any other date the Committee directs the Trustee to value the Trust Fund, the separate investment funds and any segregated Accounts, as provided in Article 7.4. Notwithstanding the preceding

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sentence, any Account or portion of an Account invested on a segregated basis or in a separate investment fund may be valued as frequently as daily, provided that the Committee has adopted equitable procedures for valuing such Accounts.

7.4 SPECIAL VALUATION DATES AT COMMITTEE DISCRETION

The Committee may direct the Trustee to determine the fair market value of the Trust Fund and may make a determination of Trust income or loss as of any date other than the last day of a Fiscal Year. If the allocation of such Trust income or loss will produce a significant change in the value of Participants' Accounts, and if such valuation shall affect a distribution, then such date shall thereupon be deemed a Valuation Date, and Trust income or loss shall be allocated to Participants' Accounts in accordance with the provisions of Article 7.2.

7.5 ACCOUNTS TO BE VALUED

All sub-accounts of all Participants' Accounts shall be valued at each Valuation Date.

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ARTICLE 8
PARTICIPANTS' ACCOUNTS

8.1 SEPARATE ACCOUNTS

The Committee shall open and maintain a separate Account for each Participant. Each Participant's Account shall reflect the amounts allocated thereto and distributed therefrom and such other information as affects the value of such Account pursuant to this Plan and Trust Agreement. The Committee may maintain records of Accounts to the nearest whole dollar.

8.2 STATEMENT OF ACCOUNTS

As soon as practical after each Valuation Date, the Committee shall furnish to each Participant a statement of his Account, determined as of such Valuation Date. Upon the discovery of any error or miscalculation in an Account, the Committee shall correct it, to the extent correction is practically feasible. Statements to Participants are for reporting purposes only, and no allocation, valuation or statement shall vest any right or title in any part of the Trust Fund, nor require any segregation of Trust assets, except as is specifically provided in this Plan and Trust Agreement.

8.3 VALUATION OF ACCOUNT WHEN PAYMENT DUE

(a) ACCOUNTS WHICH ARE NOT SEGREGATED AND NOT VALUED DAILY

(i) When employment is terminating and payment is not deferred:

(1) The amount of the payment shall be based on the value of the Participant's Account as of the Valuation Date immediately preceding his distribution date plus any contributions subsequently credited to such Account and less any distributions subsequently made from the Account.

(ii) When employment is not terminating or if payment has previously been deferred, the amount of the payment shall be based on the value of the Participant's Account as of the Valuation Date immediately preceding the date of request for payment plus any contributions subsequently credited to such Account and less any distributions subsequently made from the Account.

(iii) When employment has terminated and payment has been deferred, the amount of the payment shall be based on the value of the Participant's Account as of the Valuation Date immediately following the date of request for payment.

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(b) SEGREGATED ACCOUNTS AND SEPARATE INVESTMENT FUND ACCOUNTS VALUED DAILY

Payment to a Participant shall be based on the value of his segregated Account at the date of distribution. The value of his segregated Account shall be the current fair market value, including any income or loss, of the property constituting such segregated Account. Any payment from a separate investment fund shall be based on the value of the Participant's Account in such separate investment fund at the date of distribution, if the separate investment fund is valued on a daily basis.

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ARTICLE 9
DISTRIBUTIONS AND WITHDRAWALS

9.1 GENERAL

Benefits under the Plan shall be distributed solely from the Trust. The Member Employers have no liability or responsibility for Plan benefits or for the Trust. No distribution shall be made or commenced prior to the Participant's termination of employment, except as required under Article 9.3(d), as permitted under Articles 16.2 and 16.3, and except for withdrawals in accordance with Article 9.10. Distributions can also be made upon termination of the Plan subject to the provisions of Article 9.11. All distributions from the Plan will be made in accordance with Code Section 401(a)(9) and the regulations thereunder including the transition rules in proposed regulation 1.401(a)(9)-1 and the incidental death benefit requirements of proposed regulation 1.401(a)(9)-2. The provisions of Code Section 401(a)(9) shall override any distribution option under the Plan which might be inconsistent with such provisions.

A distribution to a Participant shall be made solely from his Account. When a distribution is to be made, his Account shall be valued in accordance with Article 8.3. The amount to be paid to him shall be based on his vested interest as determined in Article 6.

9.2 ADMINISTRATIVE RULES

(a) AUTHORITY

Distributions shall be made by the Trustee only in accordance with the directions of the Committee. The Committee has the authority to direct the distributions in accordance with the terms and conditions of the Plan and Trust Agreement, but the Committee shall have no power of discretion or consent with regard to a Participant's or Beneficiary's choice of the form or timing of a distribution, except as specifically stated herein or to the extent that the Committee is constrained by the options available under the Plan or by the requirements of law or regulation.

(b) CLAIMS

A Participant, Beneficiary or Alternate Payee has the right to file a claim for benefits as set forth in Article 12.

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9.3 TIMING OF DISTRIBUTIONS

(a) CASHOUT OF AMOUNTS OF $3,500 OR LESS ($5,000 BEGINNING ON OR AFTER JANUARY 1, 1998)

If the Participant's vested Account does not exceed $3,500 ($5,000 beginning on or after January 1, 1998), and at the time of any prior distribution, if any, has not exceeded $3,500 ($5,000 beginning on or after January 1, 1998), distribution shall be made in a lump sum as soon as practicable after the amount can be determined in accordance with Article 8.3.

(b) AMOUNTS OVER $3,500 ($5,000 BEGINNING ON OR AFTER JANUARY 1, 1998)

If the Participant's vested Account does not meet the cashout requirements of Article 9.3(a), the Participant may elect to:

(i) Commence distributions as soon as administratively feasible after the amount can be determined, or

(ii) Defer receipt of payments in accordance with (d) below.

Unless otherwise elected by the Participant under (d) below, the payment of benefits under the Plan to the Participant will begin not later than the 60th day after the end of the Fiscal Year in which the latest of the following occurs:

(1) The date on which the Participant attains the earlier of Age 65 or his Normal Retirement Date,

(2) The date which is the 10th anniversary of his commencement of participation in the Plan, or

(3) The date of termination of his Service with the Employer; However, if the amount of the payment cannot be ascertained and/or the Participant cannot be located by the date required above, payment shall be made within 60 days after all of these facts are known.

Notwithstanding the foregoing, no payments may be made to a Participant prior to his Normal Retirement Date or his 62nd birthday, whichever is later, if his vested Account does not meet the cashout requirements of Article 9.3(a) unless the written consent of the Participant is obtained by the Committee within the 90-day period prior to commencement of the distribution.

(c) INFORMATION AND RIGHTS

The following applies to the Participant's written consent:

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(i) The Participant must be informed of his right to defer receipt of the distribution. If a Participant fails to consent, it shall be deemed an election to defer commencement of the distribution.

(ii) Notice of the rights specified herein shall be provided no less than 30 days and no more than 90 days before the first day on which all events have occurred which entitle the Participant to such distribution.

(iii) Written consent of the Participant to the distribution must not be made before the Participant receives the notices and must not be made more than 90 days before the first day on which all events have occurred which entitle the Participant to such distribution.

(iv) No consent shall be valid if a significant detriment is imposed under the Plan on any Participant who does not consent to the distribution.

(v) If a distribution is one to which Code Sections 401(a)(11) and 417 do not apply, such distribution may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that:

(1) The Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and

(2) The Participant, after receiving the notice, affirmatively elects a distribution.

(d) DEFERRING DISTRIBUTIONS

A Participant who meets the requirements of Article 9.3(b) may defer the commencement of a distribution by providing the Committee with a written, signed notice specifying the date of the distribution and the distribution method to be used, provided that:

(i) No distribution method chosen by the Participant shall provide any payment in an amount less than that required under Article 9.6; and

(ii) Distributions shall commence no later than the April 1 following the last day of the calendar year in which a Participant attains age 70 1/2. Notwithstanding the preceding, a Participant (other than a 5% Owner) who has attained age 70 1/2 and who is still employed by the Employer must postpone the commencement of distributions until no later than the April 1 following the last day of the calendar year in which he terminates from Service. However, to the extent that the preceding would eliminate the ability of a Participant (other than 5% Owner) to receive a distribution prior to his actual termination from Service after age 70 1/2,

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the preceding sentence shall apply only to the benefits of Employees who attain age 70 1/2 in calendar year 1998 or prior.

9.4 TREATMENT OF DEFERRED AMOUNTS

(a) IN CASH

Where the distribution of all or any portion of a Participant's Account is to be deferred in the form of cash, the vested portion shall continue to be held and invested as an unsegregated Account of the Trust or as an investment Account in an investment fund pursuant to Article 13.7 subject to revaluation as provided in Article 7. However, at the written request of a Participant or his Beneficiary, such Account shall be transferred to a federally insured savings account, to a certificate of deposit, to a money market certificate or to another similar instrument which is acceptable to the Committee and Trustee and which shall be part of this Trust and subject to all the provisions hereof. Interest earned by any such federally insured savings account, certificate of deposit, money market certificate or similar instrument shall be credited to such Participant's Account.

(b) IN KIND

Where the distribution of all or any portion of a Participant's Account is to be deferred in a form other than cash, the Committee shall direct the Trustee to segregate the deferred portion as of the coincident or next succeeding Valuation Date after revaluation as provided in Article 7. Such property shall thereafter be held for distribution in the manner provided by this Article 9. Such segregated Accounts shall continue as part of the Trust and be subject to all the provisions hereof, and such Accounts shall share in the allocation of Trust income or loss on a segregated basis as provided in Article 7.

9.5 METHODS OF DISTRIBUTION

(a) METHODS

Distribution to any Participant who entered the Plan prior to January 1, 1991 (or his Beneficiary, if entitled to payment) shall be made, in whole or in part:

(i) In a lump sum, in cash, in kind, or in cash and kind provided that in kind distributions shall not include life annuities;

(ii) In installments, payable at least annually, over a period of years meeting the requirements of Article 9.6;

(iii) In the form of a nontransferable annuity contract providing for a monthly guaranteed income for a period certain but not for the life of the Participant;

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(iv) In any combination of the foregoing methods of distribution.

Distributions to any Participant who entered the Plan on or after January 1, 1991 (or his Beneficiary, if entitled to payment) shall be made only in the form of a lump sum payment.

(b) PARTICIPANT CHOICE

The Participant may choose any of the methods described in (a); provided that in the event that the Participant's vested Account meets the cashout requirements of Article 9.3(a), payment will be made in a lump sum.

(c) EQUAL VALUE

All methods of distribution with respect to a Participant or Beneficiary shall be of equal value as of the date payments are to commence.

(d) TIMING

If the amount of a distribution cannot be determined by the date specified under Article 9.3, payment of benefits, retroactive to such date, shall be made or shall begin no later than 60 days after the earliest date on which the amount of the distribution can be determined.

(e) IN KIND DISTRIBUTIONS

In kind distributions shall be (i) made only in a form of investment that was held on behalf of the Participant in a separate investment fund pursuant to Article 13.7 immediately preceding the date of distribution,
(ii) limited to the amount of such investment so held, and (iii) based on the fair market value of the distributable property, as determined by the Trustee at the time of distribution.

9.6 DISTRIBUTION IN PERIODIC PAYMENTS

(a) MINIMUM DISTRIBUTIONS

If the distribution to a Participant includes periodic payments, the amounts shall be calculated in accordance with the life expectancy of the Participant or life expectancies of the Participant and his Beneficiary, except as provided in (b) below. As provided in Article 9.1, the provisions of Code
Section 401(a)(9) shall govern the minimum amount of distributions payable. For purposes of the computation of minimum distributions, the life expectancy of a Participant and his spouse may be redetermined annually, to the extent permitted by applicable law and regulation.

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(b) PRE-TEFRA DESIGNATION

The provisions of (a) above shall not apply in the case of a Participant who has made a written designation, prior to January 1, 1984, to receive distributions in periodic payments in a manner consistent with the requirements of applicable law, regulations and guidelines as they existed prior to the enactment of TEFRA.

9.7 DISTRIBUTION UPON DEATH OF PARTICIPANT

(a) DISTRIBUTION MADE TO PARTICIPANT'S BENEFICIARY

The vested portion of a Participant's Account which remains at his death shall be distributed to the Participant's Beneficiary in accordance with the provisions of this Article 9.7.

(b) GENERAL RULES

(i) If distribution to the Participant has commenced as periodic payments and such Participant dies before receiving his entire vested interest, then the remaining undistributed vested interest shall continue to be distributed at least as rapidly as the schedule being used at the Participant's date of death, and

(ii) If a Participant dies before distributions have commenced, his vested Account shall be distributed within 5 years after the death of the Participant. However, the prior sentence shall not apply with respect to such portion of the Participant's vested Account as is payable to his designated Beneficiary over a period not exceeding the life or life expectancy of such Beneficiary beginning not later than 1 year after the Participant's death (or such later date as prescribed by applicable regulation). In addition:

(1) If the Beneficiary is the deceased Participant's surviving spouse, distributions may be deferred until the date on which the Participant would have attained age 70 1/2, and

(2) If such surviving spouse dies before receiving any distributions, the provisions of this Article 9.7 shall be applied as if such spouse were the Participant.

(iii) Notwithstanding the foregoing, if a Participant dies before distributions have commenced and the vested amount in his Account meets the cashout requirements of Article 9.3(a), payment will be made in a lump sum to his Beneficiary.

9.8 DISTRIBUTIONS TO MINORS OR LEGALLY INCOMPETENTS

In the case of any distribution to a minor or to a legally incompetent person, the

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Committee may (1) direct the Trustee to make the distribution for his benefit directly to his legal representative or legal guardian, or if none, to a designated relative, to a responsible adult with whom the minor maintains his residence, or to the custodian of such minor under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted by the laws of the state in which the minor resides; or (2) instruct the Trustee to use the distribution directly for his support, maintenance, or education. The Trustee shall not be required to oversee the application, by any third party, of any distributions made pursuant to this Article 9.8. Any such payment to the legal guardian or legal representative, to a designated relative or to a custodian shall fully discharge the Trustee, the Member Employers and the Plan from further liability on account thereof. Distributions made under this Article 9.8 shall be in accordance with the provisions of this Article 9.

9.9 TAX INFORMATION TO BE PROVIDED

The Committee shall provide to each Participant, Beneficiary or Alternate Payee who receives an eligible rollover distribution (as defined in Code Section 402(f)), at the time such distribution is made, a written explanation of the (1) provisions under which the distribution will not be subject to tax if timely transferred to an eligible retirement plan, and (2) if applicable, provisions regarding the availability of capital gains and 10-year averaging or 5-year averaging tax treatment of the distribution.

9.10 IN SERVICE WITHDRAWALS

(a) WITHDRAWALS PERMITTED FOR HARDSHIP

(i) GENERAL

At the request of a Participant, the Committee shall authorize a withdrawal at any time from his Salary Deferral or Rollover Account, provided that authorization for such withdrawal and the amount thereof shall be given only on account of hardship incurred by the Participant which imposes immediate and heavy financial needs which may not reasonably be met by the Participant's other resources. Such withdrawal shall not exceed the amount required to meet the immediate financial need created by the hardship including any taxes or penalties created by such withdrawal. The amount which may be withdrawn from such Participant's Salary Deferral Account shall not exceed the lesser of:

(1) The value of his Salary Deferral Account; or

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(2) The value of his Salary Deferral Account as of December 31, 1988 plus the total of the salary deferral contributions made for the Participant since December 31, 1988, less any amounts subsequently withdrawn.

(ii) IMMEDIATE AND HEAVY FINANCIAL NEED

A distribution shall be deemed to be due to an immediate and heavy financial need if it is on account of:

(1) Medical expenses incurred or anticipated by the Employee or his spouse or other dependent or the need of these persons to obtain medical care;

(2) Costs directly related to the purchase (excluding mortgage payments) of the Employee's principal residence;

(3) Payment of tuition and related educational fees for the next 12 months of post-secondary education for the Employee or his spouse or dependents;

(4) The need to prevent the eviction from or the foreclosure on the mortgage of the Employee's principal residence;

(5) Payment of funeral expenses of a family member of the Participant; or

(6) Such other needs to be added by the Commissioner of Internal Revenue.

(iii) DISTRIBUTION NECESSARY TO SATISFY FINANCIAL NEED

A distribution shall be treated as necessary to satisfy a financial need if the Employee represents that the need cannot be relieved:

(1) Through reimbursement or compensation by insurance or otherwise;

(2) By liquidation of the Employee's assets to the extent that such liquidation would not cause an immediate and heavy financial need;

(3) By cessation of elective contributions under the Plan; or

(4) By other distributions or loans from this Plan or any other plan or by borrowing from commercial sources on reasonable terms unless the effect of such loan would be to increase the amount of the need.

(b) WITHDRAWALS NOT PERMITTED FOR NON-HARDSHIP REASONS

No withdrawals from the Plan are permitted for reasons other than hardship.

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(c) CONSENT REQUIRED

All withdrawals are subject to written Participant consent to the extent required by applicable law and regulation.

(d) WITHDRAWAL CHARGED TO PARTICIPANT'S ACCOUNT

The Committee shall direct the Trustee to make a distribution to a Participant of the amount which such Participant is eligible to withdraw, and the amount of such withdrawal shall be charged by the Committee against the Salary Deferral or Rollover Accounts of the Participant. Withdrawals under this Article 9.10 will be charged against the Participant's Salary Deferral or Rollover Account as of the specified date of withdrawal, but no interest or other income credit shall accrue with respect to such amounts to be withdrawn on account of any period elapsing between the withdrawal date and the actual date of payment for Accounts which are not segregated or valued daily.

(e) COMMITTEE ESTABLISHES RULES

The Committee has the power to establish uniform and nondiscriminatory rules and from time to time to modify or change such rules governing the manner and method by which in service withdrawals may be made.

9.11 LIMITATIONS ON DISTRIBUTIONS UPON PLAN TERMINATION

Distributions of a Participant's Salary Deferral and Non-Elective Accounts (and Rollover Account to the extent such Rollover Account is attributable to a Participant's elective contributions, qualified nonelective contributions or qualified matching contributions under Regulation Section 1.401(k)-1(g)) upon termination of the Plan shall not commence prior to the Participant's termination of employment or his attainment of age 59 1/2 except for hardship withdrawals in accordance with Article 9.10, unless payment is made in a lump sum and (i) no successor defined contribution plan (as defined in IRS regulations) is adopted; (ii) the only successor plan (as defined in IRS regulations) is an ESOP as defined in Code Section 4975(e)(7); or (iii) the distribution is:

(1) After the date of sale of all Member Employer assets used in its trade or business to a non-Affiliated Employer by whom the Participant is still employed;

(2) After the date of sale of an incorporated Affiliated Employer's interest in a subsidiary by whom the Participant is employed; or

(3) Otherwise permitted by applicable law and regulations.

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For purposes of this Article 9.11, the term Affiliated Employer means any employer that is part of a controlled group or an affiliated service group (as defined in Code Sections 414(b), (c) or (m)) which includes the Member Employer.

9.12 DIRECT ROLLOVERS

(a) IN GENERAL

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Article 9, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

(b) DEFINITIONS PERTAINING TO DIRECT ROLLOVERS

(i) Eligible rollover distribution: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee' s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to Employer securities).

(ii) Eligible retirement plan: An eligible retirement plan is an individual retirement account described in Section 408(a) of the Code, an annuity plan described in Section 403(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, or a qualified trust described in Section 401(a) of the Code, that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

(iii) Distributee: A distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the Alternate Payee under a Qualified Domestic Relations Order are distributees with regard to the interest of the spouse or former spouse.

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(iv) Direct rollover: A direct rollover is a payment by the Plan to the eligible retirement plan specified by distributee.

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ARTICLE 10
SERVICE

10.1 DEFINITIONS

(a) "SERVICE" means an Employee's total period of employment with the Employer, including service with a predecessor entity. Throughout this Article 10, Employer shall include an Associated Employer and any predecessor entity.

(b) "HOUR OF SERVICE" means:

(i) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Employer.

(ii) Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period of time during which no duties are performed regardless of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence; provided that no Hours of Service shall be credited to an Employee:

(1) For a period during which no duties are performed if payment is made or due under a plan maintained solely for purpose of complying with applicable workers compensation, unemployment compensation, or disability insurance laws;

(2) On account of any payment made or due an Employee solely as reimbursement for medical or medically related expenses incurred by the Employee.

(iii) Each hour not otherwise credited under the Plan for which back pay, irrespective of mitigation of damages, has either been awarded or agreed to by the Employer. Such hours are to be credited to the period or periods to which the award or agreement pertains. If this provision results in an Employee becoming an Eligible Participant for a Fiscal Year in which he was not otherwise an Eligible Participant under Article 5, the Committee shall establish equitable procedures for determining and allocating any resulting amounts to such Employee's Account.

(iv) Solely for purposes of determining whether a Break in Service has occurred for purposes of Article 6, each hour not otherwise credited under the Plan that would have been credited if the Employee had not been absent:

(1) By reason of pregnancy or the birth of a child of the Employee;

(2) By reason of the placement of a child with the Employee in connection with his adoption of such child; or

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(3) For purposes of caring for any such child for a period beginning immediately following such birth or placement.

In any case in which the Employer is unable to determine the number of hours which would otherwise normally have been credited to such Employee (but for such absence), such individual shall be credited with 8 Hours of Service for each day of such absence. The hours described in this Article 10.l(b)(iv) shall be treated as Hours of Service only in the Eligibility Computation Period in which the absence from work begins if the Employee would thereby be prevented from incurring a Break in Service in such Eligibility Computation Period or, in any other case, in the next following Eligibility Computation Period.

(v) Each hour for any period during which an Employee is not paid but is on an approved leave of absence, military duty or is temporarily laid off, provided that the Employee:

(1) Returns to the employ of the Employer immediately after the expiration of the leave or layoff, or in the case of military duty, within 120 days or such longer period as may be prescribed by applicable law, after first becoming eligible for military discharge, and

(2) Remains in the employ of the Employer for at least 30 days after such return, or

(3) Fails to return or remain employed as provided above by reason of his death, Disability or Normal Retirement.

Hours credited for such periods shall be based on a 40-hour week or, if different, on the Employee's normally scheduled hours per week. However, if the Employee fails to return to the employ of the Employer or to remain in the employ of the Employer for at least 30 days after his return for reasons other than his death, Disability or Normal Retirement, then his original leave date shall be deemed to be his termination date.

(vi) No more than 501 Hours of Service shall be credited under Article 10.l(b), subsections (ii), (iii), (iv) or (v) to an Employee on account of any single continuous period of time during which the Employee performs no duties for the Employer.

10.2 CREDITING OF HOURS SUBJECT TO DOL REGULATION

The calculation of the number of Hours of Service to be credited under Article 10.1(b), subsections (ii) and (iii) for periods during which no duties are performed, and the crediting of such Hours of Service to periods of time for purposes of computations under the Plan, shall be determined by the Committee in accordance with the rules set forth in the

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Department of Labor Regulation Section 2530-200b-2, paragraphs (b) and (c), which rules shall be consistently applied with respect to all employees within the same job classifications.

10.3 HOURS OF SERVICE EQUIVALENCY

Hours of Service for Employees under Article 10.1(b), subsections (i), (ii) and (iii) shall be determined by crediting each Employee with 190 Hours of Service for each month in which the Employee would have been credited with at least 1 Hour of Service under Article 10.l(b), subsections (i), (ii) or (iii). However, for classes of Employees paid on an hourly basis and for Employees for whom records of hours are maintained, Hours of Service under Article 10.1(b), subsections (i), (ii) and (iii) shall be determined on the basis of hours for which Plan Compensation is paid or due.

10.4 QUALIFIED MILITARY SERVICE CREDITED

Notwithstanding any provisions of this Plan to the contrary, effective as of December 12, 1994, Service credit with respect to qualified military service will be provided in accordance with Code Section
414(u), as added by the Small Business Job Protection Act of 1996.

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ARTICLE 11
FIDUCIARY RESPONSIBILITY

11.1 NAMED FIDUCIARIES

The authority to control and manage the operation and administration of the Plan shall be allocated as provided in this Plan and Trust Agreement between the Member Employers, the Committee and the Trustee, all of whom are named fiduciaries under ERISA.

In addition, procedures for the appointment of another fiduciary, an investment manager, are set forth in Article 13.5.

11.2 FIDUCIARY STANDARDS

Each fiduciary shall discharge its duties with respect to the Plan solely in the interest of the Participants and Beneficiaries as follows:

(1) For the exclusive purpose of providing benefits to Participants and their Beneficiaries;

(2) With the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;

(3) By diversifying the investments of the Trust Fund so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; and

(4) In accordance with this Plan and Trust Agreement.

11.3 FIDUCIARIES LIABLE FOR BREACH OF DUTY

A fiduciary shall be liable, as provided in ERISA, for any breach of his fiduciary responsibilities. In addition, a fiduciary under this Plan shall be liable for a breach of fiduciary responsibility of another fiduciary under this Plan as provided under ERISA Section 405.

11.4 FIDUCIARY MAY EMPLOY AGENTS

Any person or group of persons may serve in more than one fiduciary capacity with regard to the Plan. A fiduciary other than the Trustee may, with the consent of the Sponsoring Employer, employ one or more persons to render advice and assistance with regard to any function such fiduciary has under the Plan. The expenses of such persons shall be paid by the Trust if not paid by the Member Employers.

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11.5 AUTHORITY OUTLINED

(a) SPONSORING EMPLOYER AUTHORITY

The Sponsoring Employer has the authority to amend and terminate the Plan with approval of its Board of Directors, to appoint and remove members of the Committee and to appoint and remove a Trustee.

(b) COMMITTEE AUTHORITY

The Committee has the authority to:

(i) Allocate the Member Employers' Contributions;

(ii) Establish rules pertaining to salary deferral contributions and their suspension and withdrawals;

(iii) Determine the amount and allocation of the Trust income or loss;

(iv) Direct the Trustee with respect to additional valuations;

(v) Maintain separate Accounts for Participants;

(vi) Furnish, and correct errors in, statements of Accounts;

(vii) Direct the Trustee with respect to the method, timing and media of distributions pursuant to Article 9;

(viii) Direct the segregation of assets;

(ix) Direct distribution of the interests of incompetent persons and minors;

(x) Construe the Plan and Trust Agreement and determine questions thereunder;

(xi) Establish a funding policy;

(xii) Appoint and delegate duties to an investment manager;

(xiii) Employ advisors and assistants; and

(xiv) Direct the Trustee with respect to its duties and investments. The Committee is the Plan Administrator and has the additional duties outlined in Article 11.7. Article 12 further describes the authority and duties of the Committee.

(c) TRUSTEE AUTHORITY

The Trustee has the authority to establish the fair market value of the Trust Fund, to value segregated Accounts and Accounts held in separate investment funds, to employ advisors, agents and counsel, to hold the Trust assets and to render accounts of its administration of the Trust. Article 14 further describes the authority and duties of the Trustee.

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11.6 FIDUCIARIES NOT TO ENGAGE IN PROHIBITED TRANSACTIONS

A fiduciary shall not cause the Plan to engage in a transaction if he knows or should know that such transaction constitutes a prohibited transaction under ERISA Section 406 or Code Section 4975, unless such transaction is exempted under ERISA Section 408 or Code Section 4975.

11.7 DUTIES OF PLAN ADMINISTRATOR

The Committee is the Plan Administrator under ERISA and shall have the duty and authority to comply with those reporting and disclosure requirements of ERISA and the Code which are specifically required of the Plan Administrator. The Plan Administrator is the agent for the service of legal process. The Plan Administrator shall keep on file a copy of this Plan and Trust Agreement, including any subsequent amendments, all annual and interim reports of the Trustee and the latest annual report required under Title I of ERISA for examination by Participants during business hours. The Plan Administrator hereby specifically delegates to the Trustee the responsibility for income tax withholding, and to withhold the appropriate amount, if any, from any payment made from the Trust to a Participant, Beneficiary or Alternate Payee under the provisions of applicable law and regulation. The Plan Administrator shall furnish the Trustee with all information necessary to such withholding function, as set forth in regulations, or, if such information is not provided the Trustee, the Plan Administrator shall assume all relevant liability.

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ARTICLE 12
ADMINISTRATIVE COMMITTEE

12.1 APPOINTMENT OF ADMINISTRATIVE COMMITTEE

The Sponsoring Employer shall appoint an Administrative Committee to manage and administer this Plan in accordance with the provisions hereof, each member to serve for such term as the Sponsoring Employer may designate or until a successor member has been appointed or until removed by the Sponsoring Employer. Vacancies due to resignation, death, removal or other cause shall be filled by the Sponsoring Employer. Members shall serve without compensation for Committee service. All reasonable expenses of the Committee shall be paid by the Member Employers, or if not paid by the Member Employers, the Committee may direct that such expenses be paid from the Trust; provided that only reasonable administrative expenses of the Committee may be paid from the Trust.

12.2 COMMITTEE OPERATING RULES

The Committee shall act by agreement of a majority of its members, either by vote at a meeting or in writing without a meeting. By such action, the Committee may authorize one or more members to execute documents on its behalf and direct the Trustee in the performance of its duties hereunder. The Trustee, upon written notification of such authorization, shall accept and rely upon such documents until notified in writing that the authorization has been revoked by the Committee. The Trustee shall not be deemed to be on notice of any change in the membership of the Committee unless notified in writing. A member of the Committee, who is also a Participant hereunder, shall not vote or act upon any matter relating solely to himself. In the event of a deadlock or other situation which prevents agreement of a majority of the Committee members, the matter shall be decided by the Sponsoring Employer.

12.3 COMMITTEE AUTHORITY

The Committee has full discretionary authority and duty to administer and interpret the Plan and do all things necessary or convenient to effect the intent and purpose of this Plan, whether or not such authority and duties are specifically set forth herein. Not in limitation but in amplification of the foregoing, the Committee shall have the discretionary authority to determine eligibility for participation and benefits under the Plan, to construe the Plan and Trust Agreement and to determine all questions that shall arise hereunder, including,

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particularly, directions to and questions submitted by the Trustee on all matters necessary for it to discharge its power and duties properly. The Committee may delegate its discretionary authority and such duties and responsibilities as it deems appropriate to facilitate day-to-day administration of the Plan. Decisions of the Committee made in good faith upon any matters within the scope of its authority shall be final and binding on the Employer, the Trustee, Participants, their Beneficiaries and all others. The Committee shall at all times act in a uniform and nondiscriminatory manner in making and carrying out its decisions and directions, and may from time to time prescribe and modify uniform rules of interpretation and administration. The Committee is the Plan Administrator and has the duties outlined in Article 11.7.

12.4 COMMITTEE TO ESTABLISH FUNDING POLICY

The Committee shall establish a funding policy for the Trust Fund bearing in mind both the short-run and long-run needs and goals of the Plan. The Committee shall review such policy prior to the end of each Fiscal Year for its appropriateness under the circumstances then prevailing. The funding policy shall be communicated to the investment manager of the Trust Fund, if one has been appointed, so that the investment policy of the Trust Fund can be coordinated with Plan needs.

12.5 COMMITTEE MAY RETAIN ADVISORS

With the approval of the Sponsoring Employer, the Committee may from time to time or on a continuing basis, retain such agents or advisors including, specifically, attorneys, accountants, actuaries, investment counsel, consultants and administrative assistants, as it considers necessary to assist it in the proper performance of its duties. The expenses of such agents or advisors shall be paid by the Member Employers, or, if not paid by the Member Employers, the Committee may direct that such expenses be paid from the Trust Fund; provided that only reasonable expenses of administering the Trust may be paid from the Trust.

12.6 CLAIMS PROCEDURE

(a) CLAIM MUST BE SUBMITTED WITHIN 60 DAYS

The Committee shall determine Participants', Alternate Payees' and Beneficiaries' rights to benefits under the Plan. In the event of a dispute over benefits, a Participant, Beneficiary or Alternate Payee may file a written claim for benefits with the Committee, provided that such claim is filed within 60 days of the date the Participant, Beneficiary or Alternate Payee receives notification of the Committee's determination.

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(b) REQUIREMENTS FOR NOTICE OF DENIAL

If a claim is wholly or partially denied, the Committee shall provide the claimant with a notice of denial, written in a manner calculated to be understood by the claimant, setting forth:

(i) The specific reason for such denial;

(ii) Specific references to the pertinent plan provisions on which the denial is based;

(iii) A description of any additional material or information necessary for the claimant to perfect the claim with an explanation of why such material or information is necessary; and

(iv) Appropriate information as to the steps to be taken if the claimant wishes to submit his or her claim for review.

The notice of denial shall be given within a reasonable time period but no later than 90 days after the claim is filed, unless special circumstances require an extension of time for processing the claim. If such extension is required, written notice shall be furnished to the claimant within 90 days of the date the claim was filed stating the special circumstances requiring an extension of time and the date by which a decision on the claim can be expected, which shall be no more than 180 days from the date the claim was filed. If no notice of denial is provided as herein described, the claimant may appeal the claim as though the claim had been denied.

(c) CLAIMANT'S RIGHTS IF CLAIM DENIED

The claimant and/or his representative may appeal the denied claim and may:

(i) Request a review upon written application to the Committee;

(ii) Review pertinent documents; and

(iii) Submit issues and comments in writing; provided that such appeal is made within 60 days of the date the claimant receives notification of the denied claim.

(d) TIME LIMIT ON REVIEW OF DENIED CLAIM

Upon receipt of a request for review, the Committee shall provide written notification of its decision to the claimant stating the specific reasons and referencing specific plan provisions on which its decision is based, within a reasonable time period but not later than 60 days after receiving the request, unless special circumstances require an extension for processing the review. If such an extension is required, the Committee shall notify the claimant

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of such special circumstances and of the date, no later than 120 days after the original date the review was requested, on which the Committee will notify the claimant of its decision.

(e) NO LEGAL RECOURSE UNTIL CLAIMS PROCEDURE EXHAUSTED

In the event of any dispute over benefits under this Plan, all remedies available to the disputing individual under this Article 12.6 must be exhausted before legal recourse of any type is sought.

12.7 COMMITTEE INDEMNIFICATION

To the fullest extent permitted by law, the Member Employers agree to indemnify, to defend, and hold harmless the members of the Committee, individually and collectively, against any liability whatsoever for any (1) action taken or omitted by them in good faith in connection with this Plan and Trust or their duties hereunder, and (2) expenses or losses for which they may become liable as a result of any such actions or non-actions, unless resultant from their own willful misconduct. The Member Employers may purchase insurance for the Committee to cover any of their potential liabilities with regard to the Plan and Trust.

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ARTICLE 13
INVESTMENTS AND LOANS

13.1 INVESTMENT AUTHORITY

The Committee is hereby granted full power and authority to direct the Trustee to invest and reinvest the Trust Fund or any part thereof in accordance with the standards set forth in Article 11. Without limiting the generality of the foregoing, the Committee may direct the Trustee to invest in bonds, notes, mortgages, commercial or federal paper, preferred stock, common stock, or other securities, rights, obligations or property, real or personal, including shares and certificates of participation issued by investment companies or investment trusts, or shares or certificates of participation in commingled funds established by the Trustee. The Committee may direct the Trustee to acquire and hold common or preferred stock issued by the Employer if such stock, at the time of acquisition by the Trustee, constitutes no more than 100% of the fair market value of the Trust assets.

13.2 USE OF MUTUAL OR COMMINGLED FUNDS PERMITTED

The Committee may direct the Trustee to cause any part or all of the assets of this Trust to be invested in mutual funds; or commingled with the assets of similar Trusts qualified under Code Sections 401(a) and 501(a) by causing such assets to be invested as part of a common fund of the Trustee or other fiduciary. To the extent that Trust assets are invested in any collective investment fund established and maintained by the Trustee for which the Trust is eligible, the declaration of trust establishing such funds is hereby adopted. Any assets of the Trust that are invested in any such fund will be held and administered by the Trustee under the terms of the fund's governing instrument.

13.3 TRUSTEE MAY HOLD NECESSARY CASH

The Committee may authorize the Trustee to hold in a cash or cash equivalent account such portion of the Trust Fund as may be deemed necessary for the ordinary administration of the Trust and disbursement of funds. Such funds may be deposited in any bank or savings and loan institution subject to the rules and regulations governing such deposits.

13.4 TRUSTEE TO ACT UPON COMMITTEE INSTRUCTION

The Trustee shall make investments promptly upon receiving instructions from the Committee, and shall retain such investments until instructed differently by the Committee.

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The Trustee shall comply promptly with instructions from the Committee to sell, convey, exchange, transfer, pledge, mortgage or otherwise dispose of or encumber any real or personal property held by it. To the extent permitted by law, the Trustee shall not be liable for the making of any investment at the direction of the Committee, for the retention of any such investment in the absence of directions from the Committee to dispose of it, or for the disposal or encumbrance of any investment at the direction of the Committee.

13.5 APPOINTMENT OF INVESTMENT MANAGER

The power of the Committee to direct, control or manage the investment of the Trust Fund may be delegated to an investment manager appointed by the Committee. Such investment manager, if appointed, must acknowledge in writing that he is a fiduciary with respect to the Trust Fund and shall then have the power to manage, acquire, or dispose of any asset of the Trust Fund. An investment manager must be (1) a registered investment advisor under the Investment Advisors Act of 1940; (2) a bank, as defined in that Act; or (3) an insurance company qualified to perform such services under the laws of more than one state. If an investment manager has been appointed, the Trustee shall neither be liable for acts or omissions of such investment manager nor be under any obligation to invest or otherwise manage any asset of the Trust Fund. The Committee shall not be liable for any act or omission of the investment manager in carrying out such responsibility except to the extent that the Committee violated Article 11.2 of this Plan and Trust Agreement with respect to:

(1) Such designation,

(2) The establishment or implementation of the procedures for the designation of an investment manager, or

(3) Continuing the designation, in which case the Committee would be liable in accordance with Article 11.3.

13.6 NO LOANS PERMITTED

No loans to a Participant or Beneficiary from any portion of the Participant's Account shall be permitted.

13.7 SEPARATE INVESTMENT FUNDS

(a) COMMITTEE MAY ESTABLISH SEPARATE FUNDS

The Committee may, in its sole discretion, direct the Trustee to create one or more separate investment funds, having such different specific investment objectives as the

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Committee shall from time to time determine provided that one fund shall be a money market fund. The Committee may direct the Trustee to create an investment fund which is made up of Employer stock, and if such an investment fund is created, Participants shall be given the right to vote the shares of such investment fund. The Committee shall develop policies, procedures and guidelines as to how this investment fund shall be operated. The Committee shall determine and may from time to time redetermine the number of investment funds and the specific objectives of said funds and the investments or kinds of investments which shall be authorized therefor.

(b) PARTICIPANT DIRECTION PERMITTED

Each Participant has the right to instruct the Committee to direct the Trustee in writing or by electronic media in accordance with currently acceptable regulations or guidance issued by the U.S. Department of Labor and/or Internal Revenue Service to invest his Profit Sharing, Salary Deferral, Matching, Non-Elective or Rollover Accounts in one or more separate investment funds, provided, however, that such right to direct investments among investment funds shall apply on a nondiscriminatory basis to all Participants who meet the requirements established by the Committee, and further provided that if any Participant fails to make a direction pursuant to this Article 13 as to all or any part of such Account, the undirected portion of a Participant's Account shall be invested in the money market fund. Such directed investment Account shall be valued separately by the Trustee under the provisions of Article 7.

(c) COMMITTEE TO ESTABLISH RULES

The Committee may at any time make such uniform and nondiscriminatory rules as it determines necessary regarding the administration of this directed investment option. The Committee shall develop and maintain rules governing the rights of Participants to change their investment directions and the frequency with which such changes can be made.

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ARTICLE 14
TRUSTEE

14.1 TRUSTEE GOVERNING TERMS EFFECTIVE JANUARY 1, 1998

The provisions outlined in this Article 14 shall only be in force through December 31, 1997, after which date the provisions of the Trust Agreement for MasterPlan of Columbia Trust Company, an Oregon banking corporation, attached hereto as Appendix A, shall prevail.

14.2 TRUSTEE DUTIES

The duties of the Trustee shall be confined to receiving and paying funds of the Trust, safeguarding and valuing Trust assets, investing and reinvesting the Trust Funds, as provided in Article 13, and carrying out the directions of the Committee or of the investment manager if one has been appointed pursuant to Article 13.5. The directions of the Committee shall be in writing and bear the signature of one or more members designated as its authorized signator or signators, as provided in Article
12.2. The directions of an investment manager shall be in writing or in such other form as is acceptable to the Trustee. The Sponsoring Employer may, however, authorize the Trustee to act with respect to any specific matter or class of matters by delivering to the Trustee a certified copy of a resolution authorizing the Trustee so to act. The signature of one Trustee shall be binding upon all co-Trustees.

14.3 INDICIA OF OWNERSHIP MUST BE IN UNITED STATES

The Trustee shall not maintain the indicia of ownership of any Trust assets outside the jurisdiction of the district courts of the United States, except as authorized by regulations issued by the U.S. Department of Labor.

14.4 PERMISSIBLE TRUSTEE ACTION

In the discharge of its duties, the Trustee has all the powers, authority, rights and privileges of an absolute owner of the Trust Fund and, not in limitation of but in amplification of the foregoing, may (i) receive, hold, manage, invest and reinvest, sell, exchange, dispose of, encumber, hypothecate, pledge, mortgage, lease, grant options respecting, repair, alter, insure, or distribute any and all property in the Trust Fund;
(ii) borrow money, participate in reorganizations, pay calls and assessments, vote or execute proxies, exercise subscription or conversion privileges and register in the name of a nominee any securities in the Trust Fund;

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(iii) renew, extend the due date, compromise, arbitrate, adjust, settle, enforce or foreclose by judicial proceedings or otherwise or defend against the same, any obligations or claims in favor of or against the Trust Fund;
(iv) exercise options, employ agents; and, (v) whether herein specifically referred to or not, do all such acts, take all such actions and proceedings and exercise all such rights and privileges as if the Trustee were the absolute owner of any and all property in the Trust Fund. The Trustee has no authority or duty to determine the amount of the Member Employer contribution or to enforce the payment of any Member Employer contribution to it.

14.5 TRUSTEE'S FEES FOR SERVICES AND ADVISORS RETAINED

The Trustee's fees for its services as Trustee shall be an amount mutually agreed upon by the Sponsoring Employer and the Trustee, and such fees shall be paid by the Member Employers, with the exception that individual Trustees shall serve without compensation for their service as such. However, with the approval of the Sponsoring Employer, the Trustee may from time to time or on a continuing basis, retain such agents or advisors, including specifically accountants, attorneys, investment counsel and administrators, as they consider necessary to assist them in the proper performance of their duties. The expenses of such agents or advisors and all other expenses of the Trustee shall be paid by the Member Employers. If such expenses remain unpaid by the Member Employers for a period of 60 days after an appropriate billing is mailed by the Trustee to the Member Employers, the Trustee shall be entitled to charge such fees and expenses to the Trust Fund.

14.6 QUARTERLY ACCOUNTING AND ASSET VALUATION

Effective as of January 1, 1998, within 60 days or within a reasonable period following the close of each calendar quarter, the Trustee shall render to the Sponsoring Employer an accounting of its administration of the Trust during the preceding valuation period. The Trustee shall also report to the Committee regarding determinations of the value of the Trust Fund, as provided in Article 7.1 and Article 7.2. Notwithstanding any other provisions of this Agreement, if the Trustee finds that the Trust Fund consists, in whole or in part, of property not traded freely on a recognized market or that information necessary to ascertain the fair market value thereof is not readily available to the Trustee, the Trustee shall request the Committee to instruct the Trustee as to the fair market value of such property for all purposes under the Plan and Trust Agreement. In such event, the fair market value placed upon such property by the Committee in its instructions to the Trustee shall be conclusive and binding. If the Committee shall fail or refuse to instruct the Trustee as to the fair market value of such property within a

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reasonable time after receipt of the Trustee's request so to do, the Trustee shall take such action as is required to ascertain the fair market value of such property including the retention of such counsel and independent appraisers as it considers necessary; and in such event the fair market value so determined shall be conclusive and binding.

14.7 TRUSTEE REMOVAL OR RESIGNATION

The Trustee may resign at any time upon 30 days written notice to the Sponsoring Employer and the Committee or such shorter period as may be agreeable to the Sponsoring Employer. Upon receipt of instructions or directions from the Sponsoring Employer or the Committee with which the Trustee is unable or unwilling to comply, the Trustee may resign upon written notice to the Sponsoring Employer and the Committee, given within a reasonable time under the circumstances then prevailing. After its resignation, the Trustee shall have no liability to the Member Employers, the Committee, or any person interested herein for failure to comply with any instructions or directions. The Sponsoring Employer may remove the Trustee without cause at any time upon 30 days written notice. In case of resignation or removal of the Trustee, the Trustee shall have the right of a settlement of its accounts, which may be made at the option of the Trustee, either by judicial settlement in an action in a court of competent jurisdiction or by agreement of settlement between the Trustee and the Sponsoring Employer. The Trustee shall not be required to transfer assets of the Trust Fund to a successor Trustee under Article 14.8 or otherwise until its accounts have been settled.

14.8 APPROVAL OF TRUSTEE ACCOUNTING

The written approval of any Trustee accounting by the Sponsoring Employer or Committee shall be final as to all matters and transactions stated or shown therein and binding upon the Member Employers, Committee, and all persons who then shall be or thereafter shall become interested in this Trust. Failure of the Sponsoring Employer or Committee to notify the Trustee of its disapproval of an accounting within 90 days after it has been received shall be the equivalent of written approval.

14.9 TRUST NOT TERMINATED UPON TRUSTEE REMOVAL OR RESIGNATION

Resignation or removal of the Trustee shall not terminate the Trust. If the Trustee has died, resigned or been removed, the Sponsoring Employer shall appoint a successor Trustee. In the event of the death, resignation or removal of a Trustee and the failure of the Sponsoring Employer to appoint a successor within 30 days as herein provided, the remaining Trustees may

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by unanimous vote either select a successor Trustee or choose to function without filling such vacancy. Any such successor Trustee shall have all the powers and duties herein conferred upon the former Trustee. The title to all Trust property shall automatically vest in a successor Trustee without the execution or filing of any instrument or the doing of any act, but the former Trustee shall, nevertheless, execute all instruments and do all acts which would otherwise be necessary to vest such title in any successor. The appointment of a successor Trustee may be effected by amendment to this Trust Agreement or by a resolution of the Board of Directors of the Sponsoring Employer, with the agreement of the successor Trustee to act as such being evidenced by its execution of such amendment or acceptance of such Board resolution.

14.10 TRUSTEE MAY CONSULT WITH LEGAL COUNSEL

The Trustee may consult with legal counsel (who may or may not be counsel to a Member Employer) concerning any question which may arise with reference to its duties under this Plan and Trust Agreement.

14.11 TRUSTEE NOT REQUIRED TO VERIFY IDENTIFICATION OR ADDRESSES

The Trustee shall not be required to make any investigation to determine the identity or mailing address of any person entitled to benefits under this Plan and Trust Agreement and shall be entitled to withhold making payments until the identity and mailing address of any person entitled to benefits are certified by the Committee. In the event that any dispute shall arise as to the identity or rights of persons entitled to benefits hereunder, the Trustee may withhold payment of benefits until such dispute has been determined by a court of competent jurisdiction or shall have been settled by written stipulation of the parties concerned.

14.12 INDIVIDUAL TRUSTEE RULES

The action of individual Trustees shall be determined by the vote or other affirmative expression of the majority thereof, and they shall designate one of their members to keep a record of their decision on matters to be determined hereunder and of all dates, documents and other matters pertaining to their administration of this Trust. However, no Trustee who is a Participant shall vote on any action relating specifically to himself, and in the event the remaining Trustees by majority vote thereof are unable to come to a determination of any such question, the matter shall be decided by the Sponsoring Employer.

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14.13 INDEMNIFICATION OF TRUSTEE AND INSURANCE

To the fullest extent permitted by law, the Member Employers agree to indemnify, to defend, and to hold harmless the Trustee , individually and collectively, against any liability whatsoever for any action taken or omitted by such Trustee in good faith in connection with this Plan and Trust or duties hereunder and for any expenses or losses for which the Trustee may become liable as a result of any such actions or non-actions unless resultant from willful misconduct. The Member Employers may purchase insurance for the Trustees to cover any of their potential liabilities with regard to the Plan and Trust.

14.14 INCOME TAX WITHHOLDING

In making payments from the Trust, the Trustee shall be liable for withholding of federal income tax, and required state income tax, and shall withhold the appropriate amount of tax, if any, as provided by applicable law and regulation, from any payment made to a Participant, Beneficiary or Alternate Payee, unless the Committee does not provide the Trustee with the necessary information as set forth in regulations, in which case the Committee shall assume all relevant liability.

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ARTICLE 15
AMENDMENT, TERMINATION AND MERGER

15.1 TRUST IS IRREVOCABLE

The Trust shall be irrevocable but shall be subject to amendment and termination as provided in this Article 15.

15.2 SPONSORING EMPLOYER MAY AMEND PLAN AND TRUST AGREEMENT

The Sponsoring Employer reserves the right to amend this Plan and Trust Agreement to any extent and in any manner that it may deem advisable by action of its Board of Directors. The Member Employers, the Trustee, all Participants, their Beneficiaries and all other persons having any interest hereunder shall be bound by any such amendment; provided, however, that no amendment shall:

(1) Cause or permit any part of the principal or income of the Trust to revert to the Employer or any Associated Employer or to be used for, or be diverted to, any purpose other than the exclusive benefit of Participants or their Beneficiaries except as permitted by ERISA;

(2) Change the duties or liabilities of the Trustee without its written assent to such amendment;

(3) Adversely affect the then accrued benefits of any Participants; or

(4) Eliminate an optional form of distribution for Account balances accrued before such amendment, except as allowed under the Code. No optional form of distribution for Account balances that are accrued before such amendment shall be eliminated if it existed as of the later of the adoption date of such amendment or the amendment's effective date.

15.3 SPONSORING EMPLOYER MAY TERMINATE PLAN/MEMBER EMPLOYERS MAY DISCONTINUE MATCHING AND/OR PROFIT SHARING CONTRIBUTIONS

The Sponsoring Employer has established the Plan with the bona fide intention and expectation that the Plan will continue indefinitely, and that it will be able to make its matching and profit sharing contributions indefinitely, but a Member Employer shall be under no obligation to continue its matching and/or profit sharing contributions and the Sponsoring Employer shall be under no obligation to maintain the Plan for any given length of time and may, in its sole discretion, completely discontinue its matching and/or profit sharing contributions or terminate

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the profit sharing and/or salary deferral portions of the Plan at any time without any liability whatsoever. In the event of the earlier of (1) the termination of this Plan, or (2) the complete discontinuance of matching and/or profit sharing contributions by a Member Employer hereunder, the full value of the applicable Accounts of all Participants of the terminated portion or portions of the Plan shall remain fully vested and nonforfeitable. In the event of partial termination of the Plan, the full value of the applicable Accounts of the Participants involved in the partial termination shall remain fully vested and nonforfeitable.

15.4 TIMING OF PLAN TERMINATION

The Plan shall terminate:

(a) BY WRITTEN NOTICE

Upon the date specified in a written notice of such termination, executed by the Sponsoring Employer and delivered to the Trustee; or

(b) WHEN THE PURPOSE OF THE TRUST IS ACCOMPLISHED

Upon the earlier of (i) the complete accomplishment of all purposes for which the Plan and Trust was created, or
(ii) the death of the last person entitled to receive any benefits hereunder who is living at the date of execution of the Plan and Trust Agreement. However, if, upon the death of such last survivor, the Trust may continue for a longer period without violation of any law of the jurisdiction to which the Trust is subject, the Trust shall continue until the complete accomplishment of all the purposes for which the Plan and Trust are created, unless sooner terminated under the other provisions hereof.

15.5 ACTION REQUIRED UPON PLAN TERMINATION

Upon the termination of this Plan and after payment of all expenses of the Trust, including any compensation then due the Trustee and agents of the Committee, the Trust assets and all Participants' Accounts shall be revalued according to the procedures provided in Article 7. Limitation Accounts held pursuant to Article 5 shall be allocated as of the date the Plan is terminated in accordance with Article 4 and Article 5. The Trustee shall hold and distribute such Accounts as directed by the Committee in accordance with the provisions of Article 9. Upon such termination, if the Sponsoring Employer has ceased to exist, all rights, powers, and duties to be exercised or performed by the Sponsoring Employer shall thereafter be exercised or performed by the Committee, including the filling of vacancies on the Committee and the amending of the Plan and Trust documents. In the event the Committee is unable to perform, all rights, powers and duties shall be performed by the Trustee.

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15.6 NONREVERSION OF ASSETS

Except as provided in Article 4.3(b), in no event shall any part of the principal or income of the Trust revert to the Employer or any Associated Employer or be used for or diverted to any purpose other than the exclusive benefit of Participants or their Beneficiaries.

15.7 MERGER OR CONSOLIDATION CANNOT REDUCE BENEFITS

In no event shall this Plan be merged or consolidated with any other plan, nor shall there be any transfer of assets or liabilities from this Plan to any other plan unless immediately after such merger, consolidation or transfer, each Participant's benefits, if such other plan were then to terminate, are at least equal to or greater than the benefits which the Participant would have been entitled to had this Plan been terminated immediately before such merger, consolidation or transfer.

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ARTICLE 16
ASSIGNMENTS

16.1 NO ASSIGNMENT

Except as provided below, the interest herein, whether vested or not, of any Participant, former Participant or Beneficiary, shall not be subject to alienation, assignment, pledging, encumbrance, attachment, garnishment, execution, sequestration, or other legal or equitable process, or transferability by operation of law in the event of bankruptcy, insolvency or otherwise.

16.2 QUALIFIED DOMESTIC RELATIONS ORDER PERMITTED

The provisions of Article 16.1 above shall not prevent the creation, assignment or recognition of any individual's right to a benefit payable with respect to a Participant pursuant to a Qualified Domestic Relations Order (QDRO). The Committee shall direct that payments under a QDRO be made by the Trustee pursuant to the QDRO.

(a) NOT ALL DOMESTIC RELATIONS ORDERS QUALIFY AS QDROS

The Committee shall establish reasonable, timely procedures to (1) determine whether a domestic relations order is a QDRO and
(2) notify affected parties as specified in Code Section 414(p)(6).

(b) PAYMENTS MAY OCCUR BEFORE TERMINATION OF SERVICE

The Plan may make benefit payments to an Alternate Payee under a QDRO before the Participant's termination of Service, but any such payment shall be made no earlier than the date specified in the QDRO, or in accordance with Code Section 414(p)(3), (4), and (5).

(c) SEPARATE ACCOUNTING OF ALTERNATE PAYEE'S ACCOUNT

During any period in which the issue of whether a domestic relations order is a QDRO is being determined by the Committee, a court of law or otherwise, the Committee shall separately account for the amounts (with investment income and loss) which are involved.

16.3 OFFSET TO PROVIDE CERTAIN JUDGMENTS AND SETTLEMENTS PERMITTED

Effective August 5, 1997, the provisions of Article 16.1 above shall not prevent an offset of a Participant's Account against an amount that the Participant is ordered or required to pay to the Plan. Any such offset shall be made only in accordance with Code Section 401(a)(13)(C), and the provisions of Code Sections 401(a)(13)(C) and (D) are hereby incorporated by reference.

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ARTICLE 17
ADOPTION OF THE PLAN BY ASSOCIATED EMPLOYERS

17.1 PURPOSE

The purpose of this Article 17 is to describe the terms and conditions under which an Associated Employer may adopt and become a Member Employer under this Plan for the benefit of its Eligible Employees.

17.2 BECOMING A MEMBER EMPLOYER

Any Associated Employer may, with the written consent of the Sponsoring Employer, become a Member Employer under this Plan and Trust Agreement by executing a Subscription Agreement under which it shall agree:

(a) To be bound by all the provisions of the Plan and Trust Agreement in the manner set forth herein;

(b) To pay its share of the expenses of the Plan and Trust as they may be determined from time to time in the manner specified in this Article 17; and

(c) To provide the Sponsoring Employer, Committee and the Trustee with full, complete and timely information on all matters necessary to them in the operation of the Plan and Trust.

17.3 PARTICIPATION AS A MEMBER EMPLOYER

In the event of the adoption of this Plan and Trust Agreement by an Associated Employer, the following shall apply with respect to the participation of such Associated Employer as a Member Employer hereunder:

(a) All the terms and conditions of the Plan and Trust as set forth in the preceding Article 1 through Article 16 shall apply to the participation of such Associated Employer and its Employees in the same manner as set forth for the Sponsoring Employer and its Employees, except as follows:

(i) The right to designate an Associated Employer is specifically reserved to the Sponsoring Employer.

(ii) An Associated Employer which becomes a Member Employer shall have the right to designate for purposes of Article 3 alternative requirements which shall be met by its Eligible Employees in order to qualify as Participants. In the event that no such

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designation is made, the current requirements set forth in Article 3 shall apply to Employees of such Member Employer.

(iii) The right to appoint the Committee is specifically reserved to the Sponsoring Employer so long as the Sponsoring Employer participates under the Plan; provided that a Member Employer may appoint an advisory committee on any matters affecting such Member Employer or its Employees who are Participants under the Plan. The Committee shall be entitled to rely on any information furnished it by any such advisory committee in the same manner as if furnished by the Member Employer appointing such advisory committee, but in no event shall the existence of any advisory committee modify or otherwise limit any of the powers or duties of the Committee under the Plan.

(iv) The right to direct, appoint, remove, approve the accounts of or otherwise deal with the Trustee is specifically reserved to the Sponsoring Employer so long as the Sponsoring Employer participates under the Plan.

(v) The right to amend the Plan and Trust Agreement is specifically reserved to the Sponsoring Employer so long as the Sponsoring Employer participates under the Plan, and any such amendment, unless otherwise specified therein, shall be fully binding with respect to the participation of any Member Employer, provided that this reservation shall in no event be construed to prevent any Member Employer from terminating at any time its participation as a Member Employer in this Plan and Trust.

(b) In the operation of the Plan with respect to a Member Employer, the term "effective date" shall mean the effective date set forth in this Plan and Trust Agreement or such other date as specified in such Member Employer's Subscription Agreement.

(c) The Committee shall at all times maintain separate Accounts reflecting the participation of the Eligible Employees of the Sponsoring Employer and any Member Employer, and in no event shall there be a commingling of the Accounts of the Eligible Employees of any Member Employer with those of the Sponsoring Employer; provided that this requirement shall in no event be construed to be a limitation on the commingling of any contributions or of the Trust Fund for investment purposes, nor shall it require the Trustee to maintain separate accounts with respect to the Trust Fund except as otherwise provided herein.

(d) Notwithstanding any other provisions of this Plan and Trust Agreement to the contrary, it is specifically understood that the participation of any Associated Employer hereunder, the obligation of such Associated Employer to make contributions hereunder, and the vesting and entitlements of any Participant based on such contributions are conditional to the extent that if such Associated Employer receives an initial notification from the United States

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Treasury that its Subscription Agreement as part of this Plan, or the same as it may have been amended, is not part of a qualified plan under Section 401 of the Code with respect to its participation, such Associated Employer shall not be a Member Employer hereunder and the then value of any contributions made by such Associated Employer or its Employees shall be returned from the Trust Fund, and no Participant hereunder or his Beneficiary shall have any vested interest in, or be entitled to, any benefit payments based on such contributions. Further, it is understood and provided that upon receipt of an initial notification from the United States Treasury Department that such Subscription Agreement and this Plan and Trust Agreement, as they may have been amended in order to receive such notification, are qualified and exempt from taxation under the applicable sections of the Code, the participation of such Associated Employer as a Member Employer and the vestings and entitlement of all Participants employed by such Member Employer and their Beneficiaries shall be retroactive to the date of their occurrence in accordance with the other provisions of this Plan and Trust Agreement, and this Article 17.3 shall be of no further force or effect with respect to such Associated Employer and its Employees.

17.4 TERMINATION OF PARTICIPATION IN THE PLAN

Any Member Employer may at any time elect to terminate its participation in this Plan and Trust, or, may elect at any time by appropriate amendment or action affecting only its own status hereunder to terminate its participation in this Plan and Trust and to continue the Plan and the portion of the Trust as it pertains to itself and its Employees as an entity separate and distinct from this Plan and Trust if otherwise permitted by law. Termination of the participation of any Member Employer shall not affect the participation of any other Member Employer nor shall it terminate the Plan or Trust with respect to them and their Employees; provided that, if the Sponsoring Employer shall terminate its participation, or disassociate itself, then each remaining Member Employer shall make such arrangements and take such action as may be necessary to assume the duties of the Sponsoring Employer in providing for the operation and continued administration of the Plan and Trust as the same pertains to the Member Employer.

17.5 CHARGES TO MEMBER EMPLOYERS

Each Member Employer shall be liable for and shall pay at least annually to the Sponsoring Employer its fair share of the expenses of operating the Plan and Trust, including its share of any Trustee's fees. The amount of such charges to each Member Employer shall be determined by the Committee in its sole discretion; provided that, except with respect to charges

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incurred solely on account of a Member Employer's segregated transaction, no Member Employer shall be charged with a greater proportion of any expenses of Plan operation than the ratio that the number of Participants who are or were its Employees bears to the total of all Participants nor for a greater proportion of any Trustee's fees than the ratio that the portion of the Trust Fund pertaining to its participation bears to the total Trust Fund.

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IN WITNESS WHEREOF, the Sponsoring Employer and the Trustee have caused this Plan and Trust Agreement to be executed by their respective duly authorized parties on this 1st day July, 1999.

CLOVIS COMMUNITY BANK
(Sponsoring Employer)

By /S/ DANIEL J. DOYLE
   -------------------
   Daniel J. Doyle,
   President and Chief Executive Officer

DANIEL N. CUNNINGHAM
WANDA LEE ROGERS
(Trustees before January 1, 1998)

By  /S/ DANIEL N. CUNNINGHAM
    --------------------------------
    Daniel N. Cunningham, Trustee

By  /S/ WANDA LEE ROGERS
    --------------------------------
    Wanda Lee Rogers, Trustee

EXHIBIT 10.8

AMENDMENT NUMBER ONE
TO THE
CLOVIS COMMUNITY BANK SALARY DEFERRAL PLAN

WHEREAS, Clovis Community Bank (the "Sponsoring Employer") approved and adopted the Clovis Community Bank Salary Deferral Plan (the "Plan"), with a related trust (the "Trust"); and

WHEREAS, the Sponsoring Employer most recently restated the Plan and Trust document in its entirety, effective January 1, 1997, in compliance with the Internal Revenue Code of 1986, as amended, which Plan and Trust agreement was adopted by Clovest Corporation as a Member Employer, effective January 1, 1997; and

WHEREAS, the Sponsoring Employer reserved the right to amend the Plan in Article 15; and

WHEREAS, the Sponsoring Employer has determined that it is in the best interests of Plan Participants and their Beneficiaries to amend the Plan to change the definition of the Plan's Entry Date for Eligible Employees of the Member Employers;

NOW, THEREFORE, RESOLVED, the Plan is hereby amended, effective July 1, 2000, as follows:

Article 2.21 shall be amended to read as follows:

"Entry Date" means the first day of each calendar month.

IN WITNESS WHEREOF, each of the undersigned has hereunto signed his name on this 6th day of June, 2000.

CLOVIS COMMUNITY BANK
(SPONSORING EMPLOYER)

By   /s/ Daniel J. Doyle
  ----------------------------
     Daniel J. Doyle
     President and
     Chief Executive Officer

By   /s/ Daniel N. Cunningham
  ----------------------------
     Daniel N. Cunningham
     Chairman of the Board

EXHIBIT 10.9

AMENDMENT NUMBER TWO
TO THE
CLOVIS COMMUNITY BANK SALARY DEFERRAL PLAN

WHEREAS, Clovis Community Bank (the "Sponsoring Employer") approved and adopted the Clovis Community Bank Salary Deferral Plan (the "Plan"), with a related trust (the "Trust"); and

WHEREAS, the Sponsoring Employer most recently restated the Plan and Trust document in its entirety, effective January 1, 1997, in compliance with the Internal Revenue Code of 1986, as amended, which Plan and Trust agreement was also adopted by Clovest Corporation as a Member Employer, effective January 1, 1997; and

WHEREAS, the Sponsoring Employer adopted Amendment Number One to the restated document, effective July 1, 2000; and

WHEREAS, the Sponsoring Employer reserved the right to amend the Plan in Article 15; and

WHEREAS, the Sponsoring Employer has determined that it is in the best interests of Plan Participants and their Beneficiaries to further amend the Plan to change the maximum permissible Participant salary deferral contribution from 10% of pay to 15% of pay in order to provide increased flexibility for Plan Participants;

NOW, THEREFORE, RESOLVED, the Plan is hereby amended, effective January 1, 2001, as follows:

Article 4.5 shall be amended by substituting "...15%..." for "...10%..." in the first sentence.

IN WITNESS WHEREOF, each of the undersigned has hereunto signed his name on this 11th day of January, 2001.

CLOVIS COMMUNITY BANK
(SPONSORING EMPLOYER)

By   /s/ Daniel J. Doyle
   ----------------------------
     Daniel J. Doyle
     President and
     Chief Executive Officer

By   /s/ Daniel N. Cunningham
   ----------------------------
     Daniel N. Cunningham
     Chairman of the Board

CLOVEST CORPORATION

DEFERRED FEE AGREEMENT

THIS AGREEMENT is made this 14th day of November, 1996 by and between CLOVEST CORPORATION, a California corporation located in Clovis, California (the "Company"), and DANIEL N. CUNNINGHAM (the "Director").

INTRODUCTION

To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to provide to the Director a deferred fee opportunity. The Company will pay the benefits from its general assets.

AGREEMENT

The Director and the Company agree as follows:

ARTICLE 1

DEFINITIONS

1.1 DEFINITIONS. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the Company's voting common stock such that one person acquires (or is deemed to acquire under Section 318 of the Code) 51% or more of the Company's outstanding voting common stock followed within twelve (12) months by the termination of the Director's status as a member of the Company's Board of Directors.

1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

1.1.3 "DISABILITY" means the Director's inability to perform substantially all normal duties of a director, as determined by the Company's Board of Directors in its sole discretion. As a condition to any benefits, the Company may require the Director to submit to such physical or mental evaluations and tests as the Board of Directors deems appropriate.

1.1.4 "DISTRIBUTION DATE" means November 1, 2003.

1.1.5 "ELECTION FORM" means the Form attached as Exhibit A.

1.1.6 "FEES" means the total directors fees payable to the Director.

1.1.7 "TERMINATION OF SERVICE" means the Director's ceasing to be a member of the Company's Board of Directors for any reason whatsoever.

ARTICLE 2

DEFERRAL ELECTION

2.1 INITIAL ELECTION. The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within fifteen (15) days after the date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and the form of benefit payment. The Election Form shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

2.2 ELECTION CHANGES

2.2.1 GENERALLY. The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Company and obtaining written approval by the Board of Directors of the Company. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Election Form is received by the Company. The Director may not change the form of benefit payment initially elected under Section 2.1 without the written approval of the Board of Directors of the Company.

2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Company may reduce future deferrals under this Agreement.

ARTICLE 3

DEFERRAL ACCOUNT

3.1 ESTABLISHING AND CREDITING. The Company shall establish a Deferral Account on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 DEFERRALS. The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2 INTEREST. On each anniversary of the date of this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, interest on the account balance since the preceding credit under this Section 3.1.2, if any, equal to the rate determined by the Company's Board of Directors, in its sole discretion.

3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a segregated fund of any kind. The Director is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director's rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's creditors.

ARTICLE 4

LIFETIME BENEFITS

4.1 NORMAL BENEFIT. Upon the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.1.

4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the Deferral Account balance at the Distribution Date.

4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form.

4.2 EARLY TERMINATION BENEFIT. If the Director terminates service as a director before the Distribution Date, and for reasons other than death or Disability, the Company shall pay to the Director the benefit described in this
Section 4.2.

4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the Deferral Account balance at the Director's Termination of Service.

4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within forty-five (45) days after the Director's Termination of Service.

4.3 DISABILITY BENEFIT. If the Director terminates service as a director for Disability prior to the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.3.

4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the Deferral Account balance at the Director's Termination of Service.

4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form within thirty (30) days after Director's Termination of Employment.

4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the Director is in the active service of the Company, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the Deferral Account balance at the date of the Director's Termination of Service.

4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within thirty (30) days after the Director's Termination of Service.

4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following petition by the Director) that the Director has suffered an unforeseeable financial emergency as described in Section 2.2.2, the Company shall distribute to the Director all or a portion of the Deferral Account balance as determined by the Company, but in no event shall the distribution be greater than is necessary to relieve the financial hardship.

ARTICLE 5

DEATH BENEFITS

5.1 DEATH DURING ACTIVE SERVICE. If the Director dies while in the active service of the Company and prior to the commencement of benefit payments under this Agreement, the Company shall pay to the Director's beneficiary the benefit described in this Section 5.1.

5.1.1 AMOUNT OF BENEFIT. The Benefit under Section 5.1 is the Director's Deferral Account balance at the Director's date of death.

5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the beneficiary in one hundred twenty (120) equal monthly installments commencing on the first day of the month following the Director's Death.

5.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Director's beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

ARTICLE 6

BENEFICIARIES

6.1 BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary by filing a written designation with the Company. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and accepted by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's surviving spouse, if any, and if none, to the Director's surviving children and the descendants of any deceased child by right of representation, and if no children or descendants survive, to the Director's estate.

6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may

require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 7

GENERAL LIMITATIONS

7.1 INSURANCE. The Company may acquire an insurance policy on the life of the Director. The Company will be the owner and beneficiary of the policy. The Director will have no interest in or right to the policy.

7.2 SUICIDE. If the Director commits suicide within two years after the date of this Agreement, or if the Director has made any misstatement of fact on the application for life insurance purchased by the Company, the Company shall pay only the Deferral Account balance as of the date of death of the Director notwithstanding any provision of this Agreement to the contrary

7.3 GENERAL. Notwithstanding anything to the contrary contained in this Agreement, the Director is entitled to only one benefit which shall be determined by the first event to occur which is dealt with by this Agreement. Subsequent occurrence of events dealt with by this Agreement shall not entitle the Director or his or her beneficiaries to other or further benefits under this Agreement.

7.4 TAX CONSEQUENCES. The Company does not insure or guarantee the tax consequences of payments provided hereunder for matters beyond its control, and the Director certifies that his decision to reduce and defer to receive his compensation is not due to any reliance upon financial, tax or legal advice given by the Company, and of its employees, agents, accountants or legal advisors.

ARTICLE 8

CLAIMS AND REVIEW PROCEDURES

8.1 CLAIMS PROCEDURE. The Company shall notify the Director's beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the beneficiary wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the beneficiary of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

8.2 REVIEW PROCEDURE. If the beneficiary is determined by the Company not to be eligible for benefits, or if the beneficiary believes that he or she is entitled to greater or different benefits, the beneficiary shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the beneficiary (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the beneficiary (or counsel) shall have the right to review the pertinent documents. The Company shall notify the beneficiary of its

decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the beneficiary.

ARTICLE 9

AMENDMENTS AND TERMINATION

The Company may amend or terminate this Agreement at any time prior to the Director's Termination of Service by written notice to the Director. In no event shall this Agreement be terminated without payment to the Director of the Deferral Account balance attributable to the Director's deferrals and interest credited on such amounts.

ARTICLE 10

MISCELLANEOUS

10.1 BINDING EFFECT. This Agreement shall bind the Director and the Company, and their beneficiaries, successors and assigns, survivors, executors, administrators and transferees.

10.2 NO GUARANTY OF SERVICE. This Agreement is not a contract for services. It does not give the Director the right to remain a director of the Company, nor does it interfere with the shareholders' rights to replace the Director. It also does not require the Director to remain a director nor interfere with the Director's right to terminate services at any time.

10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be governed by the laws of California except to the extent preempted by the laws of the United States of America.

10.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director's life is a general asset of the Company to which the Director and beneficiary have no preferred or secured claim.

10.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.

10.8 ADMINISTRATION. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

10.8.1 Interpreting the provisions of the Agreement;

10.8.2 Establishing and revising the method of accounting for the Agreement;

10.8.3 Maintaining a record of benefit payments; and

10.8.4 Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

IN WITNESS WHEREOF, the Director and a duly authorized Company officer have signed this Agreement.

DIRECTOR:                                            COMPANY:

                                                     CLOVEST CORPORATION


 /s/ Daniel N. Cunningham                            BY  /s/ Donald H. Bruegman
---------------------------------                        -----------------------
     DANIEL N. CUNNINGHAM                                    DONALD H. BRUEGMAN

                                                     TITLE   PRESIDENT


                                                     and


                                                     BY  /s/ Daniel Clemmenson
                                                         -----------------------
                                                             DANIEL CLEMMENSON

                                                     TITLE   VICE PRESIDENT

-C- 1996 BANK COMPENSATION STRATEGIES GROUP

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN DOCUMENTING SOLELY YOUR ARRANGEMENT.

CLOVEST CORPORATION

DEFERRED FEE AGREEMENT

THIS AGREEMENT is made this 14th day of November, 1996 by and between CLOVEST CORPORATION, a California corporation located in Clovis, California (the "Company"), and STEVEN MCDONALD (the "Director").

INTRODUCTION

To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to provide to the Director a deferred fee opportunity. The Company will pay the benefits from its general assets.

AGREEMENT

The Director and the Company agree as follows:

ARTICLE 1

DEFINITIONS

1.1 DEFINITIONS. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the Company's voting common stock such that one person acquires (or is deemed to acquire under Section 318 of the Code) 51% or more of the Company's outstanding voting common stock followed within twelve (12) months by the termination of the Director's status as a member of the Company's Board of Directors.

1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

1.1.3 "DISABILITY" means the Director's inability to perform substantially all normal duties of a director, as determined by the Company's Board of Directors in its sole discretion. As a condition to any benefits, the Company may require the Director to submit to such physical or mental evaluations and tests as the Board of Directors deems appropriate.

1.1.4 "DISTRIBUTION DATE" means November 1, 2003.

1.1.5 "ELECTION FORM" means the Form attached as Exhibit A.

1.1.6 "FEES" means the total directors fees payable to the Director.

1.1.7 "TERMINATION OF SERVICE" means the Director's ceasing to be a member of the Company's Board of Directors for any reason whatsoever.

ARTICLE 2

DEFERRAL ELECTION

2.1 INITIAL ELECTION. The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within fifteen (15) days after the date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and the form of benefit payment. The Election Form shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

2.2 ELECTION CHANGES

2.2.1 GENERALLY. The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Company and obtaining written approval by the Board of Directors of the Company. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Election Form is received by the Company. The Director may not change the form of benefit payment initially elected under Section 2.1 without the written approval of the Board of Directors of the Company.

2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Company may reduce future deferrals under this Agreement.

ARTICLE 3

DEFERRAL ACCOUNT

3.1 ESTABLISHING AND CREDITING. The Company shall establish a Deferral Account on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 DEFERRALS. The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2 INTEREST. On each anniversary of the date of this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, interest on the account balance since the preceding credit under this Section 3.1.2, if any, equal to the rate determined by the Company's Board of Directors, in its sole discretion.

3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a segregated fund of any kind. The Director is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director's rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's creditors.

ARTICLE 4

LIFETIME BENEFITS

4.1 NORMAL BENEFIT. Upon the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.1.

4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the Deferral Account balance at the Distribution Date.

4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form.

4.2 EARLY TERMINATION BENEFIT. If the Director terminates service as a director before the Distribution Date, and for reasons other than death or Disability, the Company shall pay to the Director the benefit described in this
Section 4.2.

4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the Deferral Account balance at the Director's Termination of Service.

4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within forty-five (45) days after the Director's Termination of Service.

4.3 DISABILITY BENEFIT. If the Director terminates service as a director for Disability prior to the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.3.

4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the Deferral Account balance at the Director's Termination of Service.

4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form within thirty (30 days after Director's Termination of Employment.

4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the Director is in the active service of the Company, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the Deferral Account balance at the date of the Director's Termination of Service.

4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within thirty (30) days after the Director's Termination of Service.

4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following petition by the Director) that the Director has suffered an unforeseeable financial emergency as described in Section 2.2.2, the Company shall distribute to the Director all or a portion of the Deferral Account balance as determined by the Company, but in no event shall the distribution be greater than is necessary to relieve the financial hardship.

ARTICLE 5

DEATH BENEFITS

5.1 DEATH DURING ACTIVE SERVICE. If the Director dies while in the active service of the Company and prior to the commencement of benefit payments under this Agreement, the Company shall pay to the Director's beneficiary the benefit described in this Section 5.1.

5.1.1 AMOUNT OF BENEFIT. The benefit under Section 5.1 is the Director's Deferral Account balance at the Director's date of death.

5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the beneficiary in one hundred twenty (120) equal monthly installments commencing on the first day of the month following the Director's Death.

5.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Director's beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

ARTICLE 6

BENEFICIARIES

6.1 BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary by filing a written designation with the Company. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and accepted by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's surviving spouse, if any, and if none, to the Director's surviving children and the descendants of any deceased child by right of representation, and if no children or descendants survive, to the Director's estate.

6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may

require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 7

GENERAL LIMITATIONS

7.1 INSURANCE. The Company may acquire an insurance policy on the life of the Director. The Company will be the owner and beneficiary of the policy. The Director will have no interest in or right to the policy.

7.2 SUICIDE. If the Director commits suicide within two years after the date of this Agreement, or if the Director has made any misstatement of fact on the application for life insurance purchased by the Company, the Company shall pay only the Deferral Account balance as of the date of death of the Director notwithstanding any provision of this Agreement to the contrary

7.3 GENERAL. Notwithstanding anything to the contrary contained in this Agreement, the Director is entitled to only one benefit which shall be determined by the first event to occur which is dealt with by this Agreement. Subsequent occurrence of events dealt with by this Agreement shall not entitle the Director or his or her beneficiaries to other or further benefits under this Agreement.

7.4 TAX CONSEQUENCES. The Company does not insure or guarantee the tax consequences of payments provided hereunder for matters beyond its control, and the Director certifies that his decision to reduce and defer to receive his compensation is not due to any reliance upon financial, tax or legal advice given by the Company, and of its employees, agents, accountants or legal advisors.

ARTICLE 8

CLAIMS AND REVIEW PROCEDURES

8.1 CLAIMS PROCEDURE. The Company shall notify the Director's beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the beneficiary wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the beneficiary of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

8.2 REVIEW PROCEDURE. If the beneficiary is determined by the Company not to be eligible for benefits, or if the beneficiary believes that he or she is entitled to greater or different benefits, the beneficiary shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the beneficiary (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the beneficiary (or counsel) shall have the right to review the pertinent documents. The Company shall notify the beneficiary of its

decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the beneficiary.

ARTICLE 9

AMENDMENTS AND TERMINATION

The Company may amend or terminate this Agreement at any time prior to the Director's Termination of Service by written notice to the Director. In no event shall this Agreement be terminated without payment to the Director of the Deferral Account balance attributable to the Director's deferrals and interest credited on such amounts.

ARTICLE 10

MISCELLANEOUS

10.1 BINDING EFFECT. This Agreement shall bind the Director and the Company, and their beneficiaries, successors and assigns, survivors, executors, administrators and transferees.

10.2 NO GUARANTY OF SERVICE. This Agreement is not a contract for services. It does not give the Director the right to remain a director of the Company, nor does it interfere with the shareholders' rights to replace the Director. It also does not require the Director to remain a director nor interfere with the Director's right to terminate services at any time.

10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be governed by the laws of California except to the extent preempted by the laws of the United States of America.

10.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director's life is a general asset of the Company to which the Director and beneficiary have no preferred or secured claim.

10.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.

10.8 ADMINISTRATION. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

10.8.1 Interpreting the provisions of the Agreement;

10.8.2 Establishing and revising the method of accounting for the Agreement;

10.8.3 Maintaining a record of benefit payments; and

10.8.4 Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

IN WITNESS WHEREOF, the Director and a duly authorized Company officer have signed this Agreement.

DIRECTOR:                                     COMPANY:

                                              CLOVEST CORPORATION


/S/ STEVEN MCDONALD                           BY  /s/ DONALD H. BRUEGMAN
---------------------------                       -----------------------------
STEVEN MCDONALD                                        DONALD H. BRUEGMAN
                                              TITLE    PRESIDENT

                                              and

                                              BY     /s/ DANIEL CLEMMENSON
                                                  -----------------------------
                                                       DANIEL CLEMMENSON
                                              TITLE    VICE PRESIDENT

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN DOCUMENTING SOLELY YOUR ARRANGEMENT.

CLOVEST CORPORATION

DEFERRED FEE AGREEMENT

THIS AGREEMENT is made this 14th day of November, 1996 by and between CLOVEST CORPORATION, a California corporation located in Clovis, California (the "Company"), and LOUIS MCMURRAY (the "Director").

INTRODUCTION

To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to provide to the Director a deferred fee opportunity. The Company will pay the benefits from its general assets.

AGREEMENT

The Director and the Company agree as follows:

ARTICLE 1

DEFINITIONS

1.1 DEFINITIONS. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the Company's voting common stock such that one person acquires (or is deemed to acquire under Section 318 of the Code) 51% or more of the Company's outstanding voting common stock followed within twelve (12) months by the termination of the Director's status as a member of the Company's Board of Directors.

1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

1.1.3 "DISABILITY" means the Director's inability to perform substantially all normal duties of a director, as determined by the Company's Board of Directors in its sole discretion. As a condition to any benefits, the Company may require the Director to submit to such physical or mental evaluations and tests as the Board of Directors deems appropriate.

1.1.4 "DISTRIBUTION DATE" means November 1, 2003.

1.1.5 "ELECTION FORM" means the Form attached as Exhibit A.

1.1.6 "FEES" means the total directors fees payable to the Director.

1.1.7 "TERMINATION OF SERVICE" means the Director's ceasing to be a member of the Company's Board of Directors for any reason whatsoever.

ARTICLE 2

DEFERRAL ELECTION

2.1 INITIAL ELECTION. The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within fifteen (15) days after the date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and the form of benefit payment. The Election Form shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

2.2 ELECTION CHANGES

2.2.1 GENERALLY. The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Company and obtaining written approval by the Board of Directors of the Company. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Election Form is received by the Company. The Director may not change the form of benefit payment initially elected under Section 2.1 without the written approval of the Board of Directors of the Company.

2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Company may reduce future deferrals under this Agreement.

ARTICLE 3

DEFERRAL ACCOUNT

3.1 ESTABLISHING AND CREDITING. The Company shall establish a Deferral Account on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 DEFERRALS. The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2 INTEREST. On each anniversary of the date of this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, interest on the account balance since the preceding credit under this Section 3.1.2, if any, equal to the rate determined by the Company's Board of Directors, in its sole discretion.

3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a segregated fund of any kind. The Director is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director's rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's creditors.

ARTICLE 4

LIFETIME BENEFITS

4.1 NORMAL BENEFIT. Upon the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.1.

4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the Deferral Account balance at the Distribution Date.

4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form.

4.2 EARLY TERMINATION BENEFIT. If the Director terminates service as a director before the Distribution Date, and for reasons other than death or Disability, the Company shall pay to the Director the benefit described in this Section 4.2.

4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the Deferral Account balance at the Director's Termination of Service.

4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within forty-five (45) days after the Director's Termination of Service.

4.3 DISABILITY BENEFIT. If the Director terminates service as a director for Disability prior to the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.3.

4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the Deferral Account balance at the Director's Termination of Service.

4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form within thirty (30) days after Director's Termination of Employment.

4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the Director is in the active service of the Company, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the Deferral Account balance at the date of the Director's Termination of Service.

4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within thirty (30) days after the Director's Termination of Service.

4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following petition by the Director) that the Director has suffered an unforeseeable financial emergency as described in Section 2.2.2, the Company shall distribute to the Director all or a portion of the Deferral Account balance as determined by the Company, but in no event shall the distribution be greater than is necessary to relieve the financial hardship.

ARTICLE 5

DEATH BENEFITS

5.1 DEATH DURING ACTIVE SERVICE. If the Director dies while in the active service of the Company and prior to the commencement of benefit payments under this Agreement, the Company shall pay to the Director's beneficiary the benefit described in this Section 5.1.

5.1.1 AMOUNT OF BENEFIT. The benefit under Section 5.1 is the Director's Deferral Account balance at the Director's date of death.

5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the beneficiary in one hundred twenty (120) equal monthly installments commencing on the first day of the month following the Director's Death.

5.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Director's beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

ARTICLE 6

BENEFICIARIES

6.1 BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary by filing a written designation with the Company. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and accepted by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's surviving spouse, if any, and if none, to the Director's surviving children and the descendants of any deceased child by right of representation, and if no children or descendants survive, to the Director's estate.

6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the

Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 7

GENERAL LIMITATIONS

7.1 INSURANCE. The Company may acquire an insurance policy on the life of the Director. The Company will be the owner and beneficiary of the policy. The Director will have no interest in or right to the policy.

7.2 SUICIDE. If the Director commits suicide within two years after the date of this Agreement, or if the Director has made any misstatement of fact on the application for life insurance purchased by the Company, the Company shall pay only the Deferral Account balance as of the date of death of the Director notwithstanding any provision of this Agreement to the contrary

7.3 GENERAL. Notwithstanding anything to the contrary contained in this Agreement, the Director is entitled to only one benefit which shall be determined by the first event to occur which is dealt with by this Agreement. Subsequent occurrence of events dealt with by this Agreement shall not entitle the Director or his or her beneficiaries to other or further benefits under this Agreement.

7.4 TAX CONSEQUENCES. The Company does not insure or guarantee the tax consequences of payments provided hereunder for matters beyond its control, and the Director certifies that his decision to reduce and defer to receive his compensation is not

due to any reliance upon financial, tax or legal advice given by the Company, and of its employees, agents, accountants or legal advisors.

ARTICLE 8

CLAIMS AND REVIEW PROCEDURES

8.1 CLAIMS PROCEDURE. The Company shall notify the Director's beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the beneficiary wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the beneficiary of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

8.2 REVIEW PROCEDURE. If the beneficiary is determined by the Company not to be eligible for benefits, or if the beneficiary believes that he or she is entitled to greater or different benefits, the beneficiary shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the beneficiary (and counsel, if any) an opportunity to present his or her

position to the Company orally or in writing, and the beneficiary (or counsel) shall have the right to review the pertinent documents. The Company shall notify the beneficiary of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the beneficiary.

ARTICLE 9

AMENDMENTS AND TERMINATION

The Company may amend or terminate this Agreement at any time prior to the Director's Termination of Service by written notice to the Director. In no event shall this Agreement be terminated without payment to the Director of the Deferral Account balance attributable to the Director's deferrals and interest credited on such amounts.

ARTICLE 10

MISCELLANEOUS

10.1 BINDING EFFECT. This Agreement shall bind the Director and the Company, and their beneficiaries, successors and assigns, survivors, executors, administrators and transferees.

10.2 NO GUARANTY OF SERVICE. This Agreement is not a contract for services. It does not give the Director the right to remain a director of the Company, nor does it interfere with the shareholders' rights to replace the Director. It also does not require the Director to

remain a director nor interfere with the Director's right to terminate services at any time.

10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be governed by the laws of California except to the extent preempted by the laws of the United States of America.

10.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director's life is a general asset of the Company to which the Director and beneficiary have no preferred or secured claim.

10.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.

10.8 ADMINISTRATION. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

10.8.1 Interpreting the provisions of the Agreement;

10.8.2 Establishing and revising the method of accounting for the Agreement;

10.8.3 Maintaining a record of benefit payments; and

10.8.4 Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

IN WITNESS WHEREOF, the Director and a duly authorized Company officer have signed this Agreement.

DIRECTOR:                               COMPANY:
                                        CLOVEST CORPORATION


/s/ Louis Mcmurray                      BY  /s/ Donald H. Bruegman
-------------------------                   ------------------------------------
LOUIS MCMURRAY                                    DONALD H. BRUEGMAN

                                        TITLE:  PRESIDENT

and

BY    /s/ Robert Daneke
    ------------------------------------
         ROBERT DANEKE

TITLE:   VICE PRESIDENT

-C- 1996 BANK COMPENSATION STRATEGIES GROUP

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN DOCUMENTING SOLELY YOUR ARRANGEMENT.

CLOVEST CORPORATION

DEFERRED FEE AGREEMENT

THIS AGREEMENT is made this 14th day of November, 1996 by and between CLOVEST CORPORATION, a California corporation located in Clovis, California (the "Company"), and WANDA LEE ROGERS (the "Director").

INTRODUCTION

To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to provide to the Director a deferred fee opportunity. The Company will pay the benefits from its general assets.

AGREEMENT

The Director and the Company agree as follows:

ARTICLE 1

DEFINITIONS

1.1 DEFINITIONS. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the Company's voting common stock such that one person acquires (or is deemed to acquire under Section 318 of the Code) 51% or more of the Company's outstanding voting common stock followed within twelve (12) months by the termination of the Director's status as a member of the Company's Board of Directors.

1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

1.1.3 "DISABILITY" means the Director's inability to perform substantially all normal duties of a director, as determined by the Company's Board of Directors in its sole discretion. As a condition to any benefits, the Company may require the Director to submit to such physical or mental evaluations and tests as the Board of Directors deems appropriate.

1.1.4 "DISTRIBUTION DATE" means November 1, 2003.

1.1.5 "ELECTION FORM" means the Form attached as Exhibit A.

1.1.6 "FEES" means the total directors fees payable to the Director.

1.1.7 "TERMINATION OF SERVICE" means the Director's ceasing to be a member of the Company's Board of Directors for any reason whatsoever.

ARTICLE 2

DEFERRAL ELECTION

2.1 INITIAL ELECTION. The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within fifteen (15) days after the date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and the form of benefit payment. The Election Form shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

2.2 ELECTION CHANGES

2.2.1 GENERALLY. The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Company and obtaining written approval by the Board of Directors of the Company. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Election Form is received by the Company. The Director may not change the form of benefit payment initially elected under Section 2.1 without the written approval of the Board of Directors of the Company.

2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Company may reduce future deferrals under this Agreement.

ARTICLE 3

DEFERRAL ACCOUNT

3.1 ESTABLISHING AND CREDITING. The Company shall establish a Deferral Account on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 DEFERRALS. The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2 INTEREST. On each anniversary of the date of this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, interest on the account balance since the preceding credit under this Section 3.1.2, if any, equal to the rate determined by the Company's Board of Directors, in its sole discretion.

3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a segregated fund of any kind. The Director is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director's rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's creditors.

ARTICLE 4

LIFETIME BENEFITS

4.1 NORMAL BENEFIT. Upon the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.1.

4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the Deferral Account balance at the Distribution Date.

4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form.

4.2 EARLY TERMINATION BENEFIT. If the Director terminates service as a director before the Distribution Date, and for reasons other than death or Disability, the Company shall pay to the Director the benefit described in this
Section 4.2.

4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the Deferral Account balance at the Director's Termination of Service.

4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within forty-five (45) days after the Director's Termination of Service.

4.3 DISABILITY BENEFIT. If the Director terminates service as a director for Disability prior to the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.3.

4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the Deferral Account balance at the Director's Termination of Service.

4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in

the form elected by the Director on the Election Form within thirty (30) days after Director's Termination of Employment.

4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the Director is in the active service of the Company, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the Deferral Account balance at the date of the Director's Termination of Service.

4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within thirty (30) days after the Director's Termination of Service.

4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following petition by the Director) that the Director has suffered an unforeseeable financial emergency as described in Section 2.2.2, the Company shall distribute to the Director all or a portion of the Deferral Account balance as determined by the Company, but in no event shall the distribution be greater than is necessary to relieve the financial hardship.

ARTICLE 5

DEATH BENEFITS

5.1 DEATH DURING ACTIVE SERVICE. If the Director dies while in the active service of the Company and prior to the commencement of benefit payments under this Agreement, the Company shall pay to the Director's beneficiary the benefit described in this Section 5.1.

5.1.1 AMOUNT OF BENEFIT. The benefit under Section 5.1 is the Director's Deferral Account balance at the Director's date of death.

5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the beneficiary in one hundred twenty (120) equal monthly installments commencing on the first day of the month following the Director's Death.

5.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Director's beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

ARTICLE 6

BENEFICIARIES

6.1 BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary by filing a written designation with the Company. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and accepted by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's surviving spouse, if any, and if none, to the Director's surviving children and the descendants of any deceased child by right of representation, and if no children or descendants survive, to the Director's estate.

6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the

Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 7

GENERAL LIMITATIONS

7.1 INSURANCE. The Company may acquire an insurance policy on the life of the Director. The Company will be the owner and beneficiary of the policy. The Director will have no interest in or right to the policy.

7.2 SUICIDE. If the Director commits suicide within two years after the date of this Agreement, or if the Director has made any misstatement of fact on the application for life insurance purchased by the Company, the Company shall pay only the Deferral Account balance as of the date of death of the Director notwithstanding any provision of this Agreement to the contrary

7.3 GENERAL. Notwithstanding anything to the contrary contained in this Agreement, the Director is entitled to only one benefit which shall be determined by the first event to occur which is dealt with by this Agreement. Subsequent occurrence of events dealt with by this Agreement shall not entitle the Director or his or her beneficiaries to other or further benefits under this Agreement.

7.4 TAX CONSEQUENCES. The Company does not insure or guarantee the tax consequences of payments provided hereunder for matters beyond its control, and the Director certifies that his decision to reduce and defer to receive his compensation is not

due to any reliance upon financial, tax or legal advice given by the Company, and of its employees, agents, accountants or legal advisors.

ARTICLE 8

CLAIMS AND REVIEW PROCEDURES

8.1 CLAIMS PROCEDURE. The Company shall notify the Director's beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the beneficiary wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the beneficiary of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

8.2 REVIEW PROCEDURE. If the beneficiary is determined by the Company not to be eligible for benefits, or if the beneficiary believes that he or she is entitled to greater or different benefits, the beneficiary shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company

shall afford the beneficiary (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the beneficiary (or counsel) shall have the right to review the pertinent documents. The Company shall notify the beneficiary of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the beneficiary.

ARTICLE 9

AMENDMENTS AND TERMINATION

The Company may amend or terminate this Agreement at any time prior to the Director's Termination of Service by written notice to the Director. In no event shall this Agreement be terminated without payment to the Director of the Deferral Account balance attributable to the Director's deferrals and interest credited on such amounts.

ARTICLE 10

MISCELLANEOUS

10.1 BINDING EFFECT. This Agreement shall bind the Director and the Company, and their beneficiaries, successors and assigns, survivors, executors, administrators and transferees.

10.2 NO GUARANTY OF SERVICE. This Agreement is not a contract for services. It does not give the Director the right to remain a director of the Company, nor does it interfere

with the shareholders' rights to replace the Director. It also does not require the Director to remain a director nor interfere with the Director's right to terminate services at any time.

10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be governed by the laws of California except to the extent preempted by the laws of the United States of America.

10.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director's life is a general asset of the Company to which the Director and beneficiary have no preferred or secured claim.

10.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.

10.8 ADMINISTRATION. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

10.8.1 Interpreting the provisions of the Agreement;

10.8.2 Establishing and revising the method of accounting for the Agreement;

10.8.3 Maintaining a record of benefit payments; and

10.8.4 Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

IN WITNESS WHEREOF, the Director and a duly authorized Company officer have signed this Agreement.

DIRECTOR:                          COMPANY:
                                   CLOVEST CORPORATION


/s/ Wanda Lee Rogers               BY  /s/ Donald H. Bruegman
---------------------------            ---------------------------
WANDA LEE ROGERS                            DONALD H. BRUEGMAN
                                   TITLE    PRESIDENT

                                   and
                                   BY   /s/ Daniel Clemmenson
                                        ---------------------------
                                            DANIEL CLEMMENSON
                                   TITLE    VICE PRESIDENT

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN DOCUMENTING SOLELY YOUR ARRANGEMENT.

CLOVEST CORPORATION

DEFERRED FEE AGREEMENT

THIS AGREEMENT is made this 14th day of November, 1996 by and between CLOVEST CORPORATION, a California corporation located in Clovis, California (the "Company"), and WILLIAM S. SMITTCAMP (the "Director").

INTRODUCTION

To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to provide to the Director a deferred fee opportunity. The Company will pay the benefits from its general assets.

AGREEMENT

The Director and the Company agree as follows:

ARTICLE 1
DEFINITIONS

1.1 DEFINITIONS. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the Company's voting common stock such that one person acquires (or is deemed to acquire under Section 318 of the Code) 51% or more of the Company's outstanding voting common stock followed within twelve (12) months by the termination of the Director's status as a member of the Company's Board of Directors.

1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

1.1.3 "DISABILITY" means the Director's inability to perform substantially all normal duties of a director, as determined by the Company's Board of Directors in its sole discretion. As a condition to any benefits, the Company may require the Director to submit to such physical or mental evaluations and tests as the Board of Directors deems appropriate.

1.1.4 "DISTRIBUTION DATE" means November 1, 2003.

1.1.5 "ELECTION FORM" means the Form attached as Exhibit A.

1.1.6 "FEES" means the total directors fees payable to the Director.

1.1.7 "TERMINATION OF SERVICE" means the Director's ceasing to be a member of the Company's Board of Directors for any reason whatsoever.

ARTICLE 2

DEFERRAL ELECTION

2.1 INITIAL ELECTION. The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within fifteen (15) days after the date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and the form of benefit payment. The Election Form shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

2.2 ELECTION CHANGES

2.2.1 GENERALLY. The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Company and obtaining written approval by the Board of Directors of the Company. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Election Form is received by the Company. The Director may not change the form of benefit payment initially elected under Section 2.1 without the written approval of the Board of Directors of the Company.

2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Company may reduce future deferrals under this Agreement.

ARTICLE 3

DEFERRAL ACCOUNT

3.1 ESTABLISHING AND CREDITING. The Company shall establish a Deferral Account on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 DEFERRALS. The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2 INTEREST. On each anniversary of the date of this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, interest on the account balance since the preceding credit under this Section 3.1.2, if any, equal to the rate determined by the Company's Board of Directors, in its sole discretion.

3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a segregated fund of any kind. The Director is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director's rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's creditors.

ARTICLE 4

LIFETIME BENEFITS

4.1 NORMAL BENEFIT. Upon the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.1.

4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the Deferral Account balance at the Distribution Date.

4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form.

4.2 EARLY TERMINATION BENEFIT. If the Director terminates service as a director before the Distribution Date, and for reasons other than death or Disability, the Company shall pay to the Director the benefit described in this Section 4.2.

4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the Deferral Account balance at the Director's Termination of Service.

4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within forty-five (45) days after the Director's Termination of Service.

4.3 DISABILITY BENEFIT. If the Director terminates service as a director for Disability prior to the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.3.

4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the Deferral Account balance at the Director's Termination of Service.

4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in

the form elected by the Director on the Election Form within thirty (30) days after Director's Termination of Employment.

4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the Director is in the active service of the Company, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the Deferral Account balance at the date of the Director's Termination of Service.

4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within thirty (30) days after the Director's Termination of Service.

4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following petition by the Director) that the Director has suffered an unforeseeable financial emergency as described in Section 2.2.2, the Company shall distribute to the Director all or a portion of the Deferral Account balance as determined by the Company, but in no event shall the distribution be greater than is necessary to relieve the financial hardship.

ARTICLE 5
DEATH BENEFITS

5.1 DEATH DURING ACTIVE SERVICE. If the Director dies while in the active service of the Company and prior to the commencement of benefit payments under this Agreement, the Company shall pay to the Director's beneficiary the benefit described in this Section 5.1.

5.1.1 AMOUNT OF BENEFIT. The benefit under Section 5.1 is the Director's Deferral Account balance at the Director's date of death.

5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the beneficiary in one hundred twenty (120) equal monthly installments commencing on the first day of the month following the Director's Death.

5.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Director's beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

ARTICLE 6
BENEFICIARIES

6.1 BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary by filing a written designation with the Company. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and accepted by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's surviving spouse, if any, and if none, to the Director's surviving children and the descendants of any deceased child by right of representation, and if no children or descendants survive, to the Director's estate.

6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the

Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 7
GENERAL LIMITATIONS

7.1 INSURANCE. The Company may acquire an insurance policy on the life of the Director. The Company will be the owner and beneficiary of the policy. The Director will have no interest in or right to the policy.

7.2 SUICIDE. If the Director commits suicide within two years after the date of this Agreement, or if the Director has made any misstatement of fact on the application for life insurance purchased by the Company, the Company shall pay only the Deferral Account balance as of the date of death of the Director notwithstanding any provision of this Agreement to the contrary

7.3 GENERAL. Notwithstanding anything to the contrary contained in this Agreement, the Director is entitled to only one benefit which shall be determined by the first event to occur which is dealt with by this Agreement. Subsequent occurrence of events dealt with by this Agreement shall not entitle the Director or his or her beneficiaries to other or further benefits under this Agreement.

7.4 TAX CONSEQUENCES. The Company does not insure or guarantee the tax consequences of payments provided hereunder for matters beyond its control, and the Director certifies that his decision to reduce and defer to receive his compensation is not

due to any reliance upon financial, tax or legal advice given by the Company, and of its employees, agents, accountants or legal advisors.

ARTICLE 8
CLAIMS AND REVIEW PROCEDURES

8.1 CLAIMS PROCEDURE. The Company shall notify the Director's beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the beneficiary wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the beneficiary of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

8.2 REVIEW PROCEDURE. If the beneficiary is determined by the Company not to be eligible for benefits, or if the beneficiary believes that he or she is entitled to greater or different benefits, the beneficiary shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company

shall afford the beneficiary (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the beneficiary (or counsel) shall have the right to review the pertinent documents. The Company shall notify the beneficiary of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the beneficiary.

ARTICLE 9
AMENDMENTS AND TERMINATION

The Company may amend or terminate this Agreement at any time prior to the Director's Termination of Service by written notice to the Director. In no event shall this Agreement be terminated without payment to the Director of the Deferral Account balance attributable to the Director's deferrals and interest credited on such amounts.

ARTICLE 10
MISCELLANEOUS

10.1 BINDING EFFECT. This Agreement shall bind the Director and the Company, and their beneficiaries, successors and assigns, survivors, executors, administrators and transferees.

10.2 NO GUARANTY OF SERVICE. This Agreement is not a contract for services. It does not give the Director the right to remain a director of the Company, nor does it interfere with the shareholders' rights to replace the Director. It also does not require the Director to

remain a director nor interfere with the Director's right to terminate services at any time.

10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be governed by the laws of California except to the extent preempted by the laws of the United States of America.

10.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director's life is a general asset of the Company to which the Director and beneficiary have no preferred or secured claim.

10.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.

10.8 ADMINISTRATION. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

10.8.1 Interpreting the provisions of the Agreement;

10.8.2 Establishing and revising the method of accounting for the Agreement;

10.8.3 Maintaining a record of benefit payments; and

10.8.4 Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

IN WITNESS WHEREOF, the Director and a duly authorized Company officer have signed this Agreement.

DIRECTOR:                                   COMPANY:
                                            CLOVEST CORPORATION


/s/ William S. Smittcamp                    BY  /s/ Donald H. Bruegman
--------------------------------                -------------------------------
WILLIAM S. SMITTCAMP                                 DONALD H. BRUEGMAN
                                            TITLE    PRESIDENT

                                            and
                                            BY   /s/ Daniel Clemmenson
                                                 -------------------------------
                                                     DANIEL CLEMMENSON
                                            TITLE    VICE PRESIDENT

SENIOR MANAGEMENT INCENTIVE PLAN

PLAN This Incentive Plan was approved by the Board of Directors of Clovis Community Bank (CCB) to be effective January 1, 1999.

PURPOSE The continued growth and success of Clovis Community Bank depends on its ability to attract and retain the services of key executives of the highest level of competence and to provide incentives for their effective service and superior performance. The purpose of this Plan is to advance the interests of CCB and its shareholders through an annual incentive compensation program that will attract, retain and motivate key executives.

ELIGIBILITY AND PARTICIPATION The Board of Directors will determine those employees who will be eligible and participate in the Plan.

INCENTIVE AWARDS Each Participant for each Plan Period shall be eligible for annual Incentive Awards based upon:

1) Participant's target award for Plan Period;
2) Weighted component percentages;
3) Participant's Modifier Percentage

CALCULATION AWARD The Board will determine the Award for each Participant for a Plan Period no later than three months after the end of the Plan Period. If Participant's job position changes during the Plan Period, the Board may increase or decrease the amount of a Participant's award to reflect the changes. Although awards generally shall be based on the procedures of the Plan, the Board may adjust any Participant's award to reflect additional or extraordinary performance factors that, in the judgment of the Board, should be considered in the overall performance of the Participant.

RIGHT TO RECEIVE AWARD A Participant must continue employment with CCB until the end of the Plan Period in order to be entitled to receive an award for the Plan Period. If a Participant's employment with CCB is terminated before the end of the Plan Period for a reason other than death, disability, position termination or retirement, the Participant shall not be entitled to any award for that Plan Period. If a Participant's employment with CCB is terminated before the end of the Plan Period due to death, disability, position termination or retirement, the Board shall determine whether, and to what extent, the Participant or the Participant's beneficiary or estate shall be entitled to receive a pro-rata portion of the Participant's Award for the Plan Period and on what basis such proration shall be made.

ADMINISTRATION The Board will have total authority to administer the Plan but may rely on information and recommendation provided by supervisory management. Decisions of the Board shall be final and binding on all parties affected by the Plan, including beneficiaries of Participants. A Participant's benefits in the Plan cannot be sold, transferred, anticipated, assigned, pledged, hypothecated, seized by legal

Senior Management Incentive Plan-2 1/1/99

process, subject to claims by creditors in any way or otherwise disposed of. Nothing in the Plan shall confer upon any person the right to continue in the employ of CCB or interfere in any way with the right of CCB to terminate the person's employment at any time. CCB shall withhold any taxes required by law to be withheld in connection with payment of an Award under this Plan.

Any person claiming an Award under this Plan shall present a claim in writing to the Manager of Human Resources of CCB. A response to a claim will be given no more than 90 days after written claim was filed.

The Board of Directors has the authority and power to terminate this Plan at any time or to amend this Plan at any time in any manner that it may deem advisable.

Exhibit 10.16

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made effective as of May 11, 1998, at Clovis, California, County of Fresno, State of California, by and between CLOVIS COMMUNITY BANK (hereinafter referred to as "Employer" or "Bank") and DANIEL J. DOYLE (hereinafter referred to as "Employee").

Employer desires to avail itself of the skill, knowledge and experience of Employee as President and Chief Executive Officer.

Employee, being willing to be employed by Employer as President and Chief Executive Officer, and Employer being willing to employ Employee, on the terms, convenants and conditions hereinafter set forth, it is agreed as follows:

1. POSITION: Employee is hereby employed as President and Chief Executive Officer of Employer.

2. TERM: The term of this Agreement shall commence June 1, 1998, and continue through December 31, 2001 (the "Employment Term"), subject, however, to prior termination as set forth in Section 6 of this agreement. At the end of said term, this Agreement shall renew automatically for an additional one year term(s) unless either party furnishes written notice of his or her intention not to renew by no later than sixty (60) days prior to the effective date of the expiration of the employment term.

3. EMPLOYEE DUTIES: Upon the effective date of this Agreement and removal of the predecessor President and Chief Executive Officer of the Bank, Employee is hereby vested with such powers and duties as are designated by the By-Laws of Employer, by the Board of Directors of Employer (the"Board"), or by any duly authorized Committee of the Board. Subject to the control of the business and affairs of Employer and shall be senior in rank to all other officers of Employer. As President and Chief Executive Officer, Employee shall have the authority to sign contracts, bills, notes, drafts and other obligations of Employer, as grated to the President by the By-Laws or the Board and in accordance with appropriate governmental regulation.

4. EXTENT OF SERVICES: Employee shall devote substantially all of his time and effort to the business of Employer and shall not during the Employment Term be engaged in any other business activities, except personal investments, without the prior written consent of Employer.

5. COMPENSATION AND BENEFITS: For the first year of the contract, Employee shall receive an annual salary of $160,000 prorated for the amount of time actually worked. Employee shall also be entitled to receive a bonus of 25 percent of salary, pro-rated to 1998. Bonus will be based on Employee reaching certain goals, both subjective and objective, prior to December 31, 1998. It is the intent of the parties to reduce the specific goals to writing within 30 days of the date of hire. For 1999, the gross salary will be $160,000 plus a 30 percent bonus based upon specific goals to be set by mutual agreement of the parties. For the years 2000 and 2001, the Board shall set the base salary and bonus. The specific

goals for the bonus shall be set by mutual agreement of the parties for the years 2000 and 2001. The annual base salary shall not be less than $160,000.

(a) MOVING EXPENSES: Employee shall receive a net of $25,000 for moving expenses. To the extent that any of the amount paid by the Bank for Employee's moving expenses is deemed to be taxable, the Bank will pay Employee an amount such that once taxes are withheld, Employee will receive a net of $25, 000 for this purpose. In addition, Employee will receive a net of $25,000 for this purpose. In addition, Employee shall be given $1,000.00 a month for three months to cover additional costs related to renting a home or apartment in the Fresno/Clovis area. Employee shall use his best efforts to obtain the best purchase price.

(b) STOCK OPTIONS SIGNING BONUS: as of the date of the execution of this Agreement, Employee will receive the option to purchase 20,000 shares of stock at the current market price as a signing bonus. The stock options will become vested over a four-year period with 4,000 shares being vested on the date of hire, 4,000 shares being vested on the first anniversary of this Agreement, 4,000 shares being vested on the second anniversary of this Agreement, and 4,000 shares becoming vested on the fourth anniversary of this Agreement. Additionally, the parties recognize that the Board is committed to granting Employee performance-based incentive stock options which will result in Employee owning approximately five percent (5%) of the Bank's stock, based on the way the Bank is structured today, when Employee reaches age 65, if he has been employed continuously by the Bank in his presently-described position or a higher position within the Bank. The parties recognize that in the event additional stock is issued that Employee's ownership interest may be diluted pro-rata, the same as all other existing shareholders. The 5% shall not include any shares the Employee purchases that are in addition to shares granted under a stock option plan. However, such future stock options are at the sole discretion of the Board of Directors. A sample copy of Employer's Stock Option Agreement has been provided to Employee.

(c) COUNTRY CLUB EXPENSES: Employer agrees to pay monthly dues and assessments at a country club that is mutually agreed upon by the Board of Directors and Employee. Employer agrees to pay all business-related expenses at the country club. Employee's membership in the golf and country club shall be owned exclusively by Employee. If, after an examination performed by the regulators after May 1999, the State and Federal Ceased and Desist Orders are released and the Bank receives a CAMEL rating of 2 or higher, the Bank will reimburse Employee for his country club membership fee.

(d) AUTOMOBILE ALLOWANCE: employer shall provide Employee with an automobile allowance of $1,000.00 per month to cover Employee's cost of an automobile and related automobile travel expenses. The automobile shall be approved by Board as being suitable for the Bank CEO. Employee shall be responsible

for paying all operation expenses of any nature whatsoever with regard to Employee's chosen automobile. Employee shall furnish Employer adequate records and other documentary evidence required by the Bank. Employee shall also procure and maintain in force an automobile insurance policy on such automobile, with coverage naming the Bank as an additional insured with the minimum coverage of $1 million combined single limit of liability. Employee shall provide Bank with copy of the insurance policy.

(e) INSURANCE:

i. Employer shall provide for Employee, and his wife and dependent children, at Employer's expense, participation in basic medical/dental coverage, disability coverage and life insurance coverage equivalent to the maximum benefits available under the California Banker's Association Group Insurance Program for an employee of Employee's salary level, except that in any event, Employee shall be provided with term life insurance benefits of at least One Hundred Thousand Dollars ($100,000). Said coverage shall be in existence or shall take effect as of the effective date hereof and shall continue throughout the Employment Term.

ii. As provided under Sections 1161-1168 of Title 29 of the United States Code ("COBRA") respecting continuation of any such coverages, Employee shall, upon a loss of any such coverages for himself and/or his wife and dependent children who are then covered under Employer's health, dental, and/or vision plans (if any) resulting from (1) termination of Employee's employment (for any reason other than for gross misconduct) or (2) a reduction in his hours, be entitled to exercise his COBRA rights.

(f) VACATION: Employee shall receive at least four weeks paid vacation per year. Said vacation leave shall accrue on a pro-rata monthly basis. All vacation leave must be taken annually at such time or times as mutually agreed upon by Employee and the Board. Employee shall not be entitled to vacation pay in lieu of vacation, provided, however, that should Employee be precluded due to his duties as President and Chief Executive Officer from taking his full vacation by request of the Board, any vacation time not used in excess of the Mandatory Vacation shall be paid for at Employee's daily rate of compensation for the year and time in question. Any such payments shall be due and payable within thirty (30) days at the end of the calendar year during which the unused vacation time accrued. Employee shall receive such additional paid vacation as mutually agreed upon by Employee and the Board.

(g) GENERAL EXPENSES: Employer shall upon submission and approval of written statements and bills in accordance with the regular procedures of Employer relative to senior executives, pay or reimburse Employee for any and all necessary, customary and usual expenses incurred by him while traveling for or on behalf of Employer and for any and all other necessary, customary or usual expenses (including, without limitation, gifts and entertainment) incurred

by Employee for or on behalf of Employer in the normal course of business. Employee agrees that, if at any time any payment made to Employee by employer, whether for salary or whether as auto expense or business expense reimbursement, shall be disallowed in whole or in part as a deductible expense by the appropriate taxing authorities, Employee shall reimburse Employer to the full extent of such disallowance.

6. TERMINATION: This Agreement may be terminated during the Employment term in accordance with this Section 6. In the event of such termination, Employee shall be released from all obligations under this Agreement, except that employee shall remain subject to Sections 7,8, 12 (c), 12(j), 13 and 14, and Employer shall be released from all obligations under this Agreement, except as other wise provided in this Section and Sections 12 (c), 12 (j), 13 and 14.

(a) EARLY TERMINATION BY EMPLOYER FOR CAUSE: This Agreement may be terminated for cause by Employer upon written notice, and Employee shall not be entitled to receive compensation or other benefits for any period after termination for cause. Employee understands and agrees that satisfactory performance of this Agreement on his part requires conformance with the highest standards of diligence, competence, skill, judgement and efficiency in the banking industry and that failure to conform to such standards is cause for termination of the Agreement by Employer. Termination "for cause" pursuant to this Section 6 (a) also means: (1) termination pursuant to Section 11 of this Agreement; (2) termination because of Employee's negligent or intentional violation of any law, rule or regulation (other than a traffic violation or similar offense); or (3) termination because of Employee's actions causing termination of Employer's Banker's Blanket Bond with respect to Employee.

(b) EARLY TERMINATION UPON DISABILITY: If Employee becomes disabled during the Employment Term because of physical or mental disability so that he is unable to perform his duties hereunder, Employer may at its option terminate this Agreement. Employee shall be entitled to the salary provided for in Section 5 of this Agreement for a period of one-hundred and eighty
(180) days from the date of Employee's first absence due to this disability, plus accrued but unused vacation leave, but not beyond the date specified herein for the end of the Employment Term. All other compensation and benefits provided for under this Agreement shall cease as of the date of termination. For purposes of this Agreement only, physical or mental disability shall mean the inability of Employee to fully perform under this Agreement for a continuous period of one-hundred and eighty (180) days, as determined in the case of physical disability by a physician, or in the case of mental disability by a psychiatrist both of whom must be licensed to practice medicine in California and are to be selected with the approval of Employer and Employee. Recurrent disabilities will be treated as separate disabilities if they result from unrelated causes or if they result from the same or related cause or causes and are separated by a continuous period of at least six (6) full months during which Employee was able to perform his duties hereunder equal to at least eighty percent (80%) of his capacity prior to disability.

Otherwise, recurrent disabilities will be treated as a continuation of previous disabilities for the purpose of determining the limitations established in this paragraph.

(c) AUTOMATIC TERMINATION UPON CLOSURE OR TAKE-OVER:
This Agreement shall terminate automatically if Employer is closed or taken over by the California Department of Financial Institutions or by any other supervisory authority.

(d) MERGER OR CORPORATE DISSOLUTION:

i. In the event of a merger in which Employer is not the surviving corporation, in the event of a transfer of all or substantially all of the assets of Employer, in the event of any other corporate reorganization in which there is a change in ownership of the outstanding shares of Employer wherein more than fifty percent (50%) of the outstanding shares of Employer and re transferred to any other partnership, corporation, trust or business entity, or in the event of the dissolution of Employer, this Agreement shall not be terminated, but instead, the surviving or resulting corporation, the transferee of Employer's assets, or Employer shall be bound by and shall have the benefit of the provisions of this Agreement.

ii. Notwithstanding the foregoing, in the event of any such merger, reorganization or transfer of assets (constituting a change in "the ownership or effective control" or "the ownership of a substantial portion of the Asset" of Employer, within the meaning of Section 280G(b) (A) (i) of the Internal Revenue Code of 1986, as amended ("IRC"), or any successor statute, Employee may elect to stay with or leave the new entity. If Employee elects to leave he shall be entitled to severance as follows. Employee shall be paid a lump sum termination payment equal to the average total cash compensation paid to Employee by average total cash compensation paid to Employee by Employer during the most recent three fiscal years of Employer multiplies by two; provided, that in the event the amounts payable to Employee would, if they included such termination payment to be make pursuant to this Section 6 (d) (ii), constitute Excess Parachute Payments for purposes of IRC Sections 280G (b) and 4999 (after application of Section 280(b) (4), the amount payable under this Section 6(d)
(ii) shall be reduced by the amount necessary to cause Employee to receive no Excess Parachute Payments. Change of control shall not include the folding of the Bank into a holding company. If a holding company is formed and Employee is not retained as President or a higher position of Clovis Community Bank or its successor, then Employee shall have the option of staying or leaving pursuant to the terms of this paragraph. In the event Employee has been employed less than three years, the average annual compensation shall be determined by using Employee's compensation history with the Bank to determine the annual compensation formula for purposes of this paragraph.

iii. Notwithstanding anything to the contrary provided herein, if Employer is not the surviving entity in any transaction referred to in Section 6 (d) hereof and said transaction is in any manner the result of any action taken at the direction of any supervisory/ regulatory authority whatsoever other than action from current regulatory order, then in such event this Agreement shall terminate immediately upon the consummation of such transaction and Employee agrees that all rights, duties, obligations, and benefits herein contained shall thereupon terminate and that Employee shall be entitled to no further compensation or benefits from Employer save and except those rights, duties, obligations, benefits and/or compensation accrued and/or earned prior to the date of such termination.

iv. For a period of 24 months following a change in "the ownership or effective control," employee shall have the option to terminate this Agreement and be entitled to the same "lump sum termination payment" as defined under paragraph 6(d)
(ii) if any of the following occur: (a) change of the Employee's status as President and Chief Executive Officer of Clovis Community Bank or a higher position if Employee has been serving in that capacity, (b) any decrease in Employee's total compensation, (c) material changes in Employee's duties and authority, and/or
(d) change in Employee's office location more than thirty (30) miles from Clovis, California.

(e) TERMINATION WITHOUT CAUSE AT EMPLOYER'S OPTION:
Notwithstanding any other section of this Agreement, Employer may terminate this Agreement at any time and without cause by giving Employee thirty (30) days' written notice of Employer's intent to terminate this Agreement. In the event Employee's employment is terminated pursuant to this Section of this Agreement, Employee shall be paid all accrued salary, vacation, and reimbursable expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement. In addition to the foregoing amount , if Employee is terminated pursuant to this Section of the Agreement, he will be entitled to receipt of additional severance payments as follows:

i. Employee shall be entitled to receive up to 24 payments, each in the amount equal to one-twelfth (1/12) of Employee's annual base salary, less any withholding required by law. Any payments due and owing to Employee under this Section will commence on the 15th day of the first month following Employee's termination and shall continue until all payments due and owing Employee are made or until Employee obtains other comparable employment, whichever comes first. For purposes of implementing subparagraph (i) of this Section, employee agrees to furnish Employer with prompt written notice describing any subsequent employment he secures
(including his compensation for such employment) following any termination under this Section.

ii. For purposes of subparagraph (i) of this Section, the term "comparable employment" shall mean any employment in which Employee's compensation (measured by any cash or not-cash payments or benefits) is comparable to his compensation under this Agreement. Any compensation comparison undertaken for the purposes of this Agreement shall be don without regard to any vested or unvested stock options of Employee.

iii. In addition to any severance payments due and owing under this Section, employer may, in its sole discretion, provide Employee with a performance bonus prorated for the number of months between the termination date and the end of Employer's last fiscal year.

(f) TERMINATION BY EMPLOYEE: Employee may terminate this Agreement for good cause.

7. PRINTED MATERIAL: All written or printed materials used by Employee in performing duties for Employer are and shall remain the property of Employer. Upon termination of employment, Employee shall promptly return such written or printed materials to Employer.

8. DISCLOSURE OF INFORMATION: employee shall not, either before or after termination of this Agreement, disclose to anyone any information relating to Employer or any financial information, trade secrets or know-how germane to the business and operations of Employer. Employee recognizes and acknowledges that any financial information concerning any of Employer's customers, as it may exist from time to time, is strictly confidential and is a valuable, special and unique asset of the business of Employer. Employee shall not, either before or after termination of this Agreement, disclose to anyone said financial information or any part thereof for any reason or purpose whatsoever.

9. NON-COMPETITION BY EMPLOYEE: During the term of this Agreement, Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any competing banking business; provided, however, Employee shall not be restricted by this Section from owning securities of corporations listed on a national securities exchange or regularly traded by national securities dealers so long as such investment securities of such corporation. Upon the expiration of this Agreement, for one year Employee agrees not to solicit or hire any employees of Employer.

10. MORAL CONDUCT: Employee agrees to conduct himself at all times with due regard to public conventions and morals. Employee further agrees not to do or commit any act that will reasonably tend to degrade him or to bring him into public hatred, contempt, or ridicule, or that will reasonably tend to shock or offend the community, or to prejudice Employer or the banking industry in general.

11. SURETY BOND: Employee agrees that he will furnish all information and take any steps necessary to enable employer to obtain or maintain a fidelity bond conditional on the rendering of a true account by Employee of all monies, goods or other property which may come into the custody, charge or possession of Employee during the Employment Term.

The surety company issuing the bond and the amount of the bond are to be paid by Employer. If Employee cannot qualify for a surety bond at any time during the Employment Term, Employer shall have the option to terminate this Agreement immediately.

12. GENERAL: This Agreement is further governed by the following provisions:

(a) ENTIRE AGREEMENT: This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements among the parties with respect to such employment. Any modification, waiver or amendment of this Agreement will be effective only if it is in writing and signed by the party to be charged.

(b) WAIVER: Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(c) CHOICE OF LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California.

(d) BINDING EFFECT OF AGREEMENT: This Agreement shall insure to the benefit of and be binding upon Employer, its successors and assigns, including without limitation, any person, partnership or corporation which may acquire all or substantially all of Employer's assets and business, or with or into which Employer may be consolidated, merged or otherwise reorganized, and this provision shall apply in the event of any subsequent merger, consolidation, reorganization, or transfer. The provisions of this Agreement shall be binding upon and inure to the benefit of Employee and his heirs and personal representatives. The rights and obligations of Employee under this Agreement shall not be transferable by assignment or otherwise, such rights shall not be subject to commutation, encumbrance or the claims of Employee's creditors, and any attempt to do any of the foregoing shall be void.

(e) INDEMNIFICATION: Employer shall indemnify Employee to the maximum extent permitted under the By-Laws of Employer and the California Corporations Code. If available at reasonable rates, Employer shall endeavor to apply for and obtain Directors and Officers Liability Insurance to indemnify and insure Employer and Employee from and against liability or loss arising out of Employee's actual or asserted misfeasance or nonfeasance in the good faith performance of his duties or out of any actual or asserted wrongful act against, or by Employer including, but not limited to, judgments, fines, settlements and expenses incurred in the defense of actions, proceedings and appeals therefrom. The provisions of this paragraph shall inure to the benefit of Employee's estate, executor, administrator, heirs, legatees or devisees.

(f) SEVERABILITY: In the event that any term or condition contained in this Agreement shall, for any reason, be held by a court of competent jurisdiction to be invalid, illegal or

unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or condition of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable term or condition had never been contained herein.

(g) HEADINGS: The headings in this Agreement are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

(h) NOTICES: Any notices to be given hereunder by one party to the other shall be effected in writing either by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses indicated at the end of this Agreement, but each party may change his or its address by notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing.

(i) CALENDAR DAYS--CLOSE OF BUSINESS: Unless the context otherwise requires, all periods ending on a given day or date or upon the lapse of a period of days shall end on the close of the business on that day or date, and references to "days" shall be understood to refer to calendar days.

(j) ATTORNEYS' FEES AND COSTS: If any action at law or in equity, or any arbitration proceeding, is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he or it may be entitled.

(k) REGULATORY APPROVAL: The parties acknowledge that Employee's employment with the Bank is subject to review and approval of governmental regulatory authorities. The parties shall agree to take all steps necessary to cooperate fully with said regulators in order to expedite the approval process. Employee's contract under this Agreement is subject to, and shall not commence until, said regulatory approvals have been obtained.

(l) APPROVAL BY BOARD OF DIRECTORS: The parties acknowledge that Employee's employment with the Bank is subject to the approval of the Bank's Board of Directors. Employee's contract under this Agreement is subject to, and shall not commence, until approval by the Board of Directors.

13. MEDIATION AND ARBITRATION OF DISPUTES: Any disputes regarding the employment relationship or its termination for whatever reason or events occurring during the employment relationship shall be subject to mediation followed by binding arbitration, to the extent permitted bylaw, pursuant to the Employment Dispute Resolution rules and regulations of the American Arbitration Association. This includes any rights or claims the employee may have under (1) Title VII of the Civil rights Act of 1964 (race, color, religion, sex and national origin discrimination); (2)
Section 1981 of the Civil Rights Act of 1866 (discrimination); (3) the Age Discrimination in Employment Act (age discrimination)' (4) the Equal Pay Act (equal pay); (5) the California Fair Employment and Housing Act (discrimination, including race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex or age); (6) the California Labor Code (wages, benefits and

other matters); (7) the Fair Labor Standards Act (wage and hour matters); (9) the Consolidated Omnibus Budget Reconciliation Act (insurance matters); (10) Executive Order 11246 (affirmative action); (11) the Federal Rehabilitation Act (handicap discrimination); (12) the Americans with Disabilities Act (discrimination based on disability); and any other federal, state or local laws or regulations regarding employment discrimination.

Any request for arbitration must be made in writing within 365 calendar days of the occurrence-giving rise to the dispute. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) in the state in which the claim arose, or federal law, or both, as applicable to the claim or claims asserted. It is the parties' intention that the arbitrator's decision shall not be subject to judicial review except for fraud or similar misconduct or unless an error appears on the face of the award, or the award causes substantial injustice. Unless the arbitrator orders otherwise, each party shall be responsible for compensating their attorneys and witnesses and bearing any other costs incurred by them. THE PARTIES ACKNOWLEDGE AND AGREE THEY ARE WAIVING THIR RIGHT TO A COURT TRIAL OR A JURY TRIAL.

14. EMPLOYEE'S REPRESENTATIONS: Employee represents and warrants that he is free to enter into this Agreement and to perform each of the terms and covenants in it. Employee represents and warrants that he is not restricted or prohibited, contractually or otherwise, from entering into or performing this Agreement, and that his execution and performance of this Agreement is not a violation or a breach of any other agreement between Employee and any other person or entity.

Executed this 11TH day of May 1998, at Clovis, California.

EMPLOYER:                 CLOVIS COMMUNITY BANK


                    BY:      /s/ Wanda Rogers
                       -------------------------------
                                 WANDA ROGERS
                             Chairman of the Board


EMPLOYEE:                    /s/ Daniel J. Doyle
                       -------------------------------
                             DANIEL J. DOYLE

Exhibit 10.17

RETIREMENT AGREEMENT

PARTIES: (1) DONALD H BRUEGMAN, hereinafter referred to as Employee;

(2) CLOVIS COMMUNITY BANK, hereinafter referred to as Employer.

In exchange for the promises made by Employer contained in this Agreement, Employee has agreed to retire from Employer's service on May 31, 1998 but will receive full payment through December 31, 1998.

1. EMPLOYEE RELEASE OF CLAIMS: Further, Employee represents he has not and agrees not to bring or maintain any proceedings against Employer, its agents, employees, officers or directors, under any grievance or arbitration procedure, with any court or administrative agency, or in any forum whatsoever, by reason of any change, claim, liability, or cause of action, against Employer based upon facts known or unknown which may have occurred on or before the effective date of Employee's retirement specified hereinabove. Employee waives any rights under California Civil Code Section 1542 which states:

A general release does not extend to claims, which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

2. AGE DISCRIMINATION IN EMPLOYMENT ACT WAIVER: Employee understands and agrees that this Agreement applies to any and all claims for age discrimination arising under state and federal law, including the federal Age Discrimination in Employment Act of 1967. Employee understands that he has until May 28, 1998, to sign this Agreement in consideration of payment of the separation pay. This date is at least twenty-one (21) days after an offer of separation pay was first made.

Employee also understands that Employee has seven (7) days from the date this Agreement is signed in which to revoke this Agreement and that this Agreement will not become effective until seven (7) days after this Agreement is signed. If this Agreement is revoked by Employee, Employee agrees to promptly return the Employer the full amount of any separation pay received.

Employee acknowledges that Employee has been advised to consult with an attorney before signing this Agreement.

3. EMPLOYER'S PROMISES: In exchange for the promises of Employee contained in this Agreement, Employer agrees to:

(A) Record in Employee's personnel records a voluntary retirement for personal reasons;

(B) Pay separation pay in the amount of $75, 000. To the extent permitted by law, the parties agree that Employee may direct that this amount be paid as salary so he can put any or all of it into his deferred compensation plan. Employee shall receive the $75,000 payment within 30 days of the execution of this Agreement unless he elects to receive the $75,000 prior to December 31, 1998 under some other payment schedule.

(C) Employee shall receive full pay for the months of June 1998 through December 1998. Employee shall receive all accrued benefits and pay as required by law upon retirement.

(D) Employer will continue to pay Employee's health insurance and related life insurance premiums for 18 months commencing July 1, 1998.

(E) Employer will assign clear title to Employee of the car presently driven by Employee. The transfer of title to be solely at Employer's expense.

(F) Employee agrees to assist the new CEO and President as requested in customer and staff dealings on a basis to be determined by the CEO and President. Employee to be paid $300.00 per day for all time Employee is requested to perform work by the CEO and President or make himself available as requested by the CEO and President during the period July 1, 1998 through December 31, 1998.

(G) Employer will transfer ownership of the life insurance policy on Employee to Employee. Employee agrees to reimburse Employer the amount of the cash surrender value, if any, the policy has at the time of transfer.

4. GERERAL TERMS: It is understood that this Agreement is a compromise settlement of all potential claims by Employee, and this Agreement expressly does not constitute an admission of liability on the part of Employer or an admission directly or by implication that Employer has violated any law, regulation, contractual right, or other obligation owed to Employee.

To the extent documents are required to be executed by any of the parties to effectuate this Agreement, each party hereto agrees to execute and deliver such other and further documents as may be required to carry out the terms of this Agreement.

Each party has had an opportunity to consult with counsel concerning the execution of this Agreement, and each party shall bear its own attorneys' fees, it any.

5. PRESS RELEASES: Employer and Employee agree to cooperate in the issuance of joint press releases concerning Employee's retirement.

6. FURTHER COOPERATION: The parties agree that they will further cooperate with each other to the extent permitted by law. For example, Employer is currently involved in litigation in which Employee could be a primary witness. Employee agrees to make himself available

as needed for Employer and Employer's counsel for purposes of that litigation and any other similar matter. In accordance with Labor code
Section 2802, Employer agrees to continue to provide Employee with legal defense of actions brought against Employee that arose out of Employee's lawful and proper performance of his job duties.

7. EMPLOYEE'S RETIREMENT FROM BOARD OF DIRECTIORS: Employee has agreed to retire from the Board of Directors and declines to be a nominee and will not seek re-election as a director of the Bank, at the May 28, 1998 annual stockholders meeting.

8. ARBITRATION OF DISPUTES: Any disputes between the parties regarding this Agreement, the employment relationship that exists between the parties, or any other dispute between the parties, shall be resolved through binding arbitration. Any request for arbitration must be make in writing within 365 calendar days of the occurrence-giving rise to the dispute. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) in the state in which the claim arose, or federal law, or both, as applicable to the claim or claims asserted. It is the parties' intention that the arbitrator's decision shall not be subject to judicial review except for fraud or similar misconduct or unless an error appears on the face of the award, or the award causes substantial injustice. Unless the arbitrator orders otherwise, each party shall be responsible for compensating their attorneys and witnesses and bearing any other costs incurred by them. THE PARTIES ACKNOWLEDGE AND AGREE THEY ARE WAIVING THEIR RIGHT TO A COURT TRIAL OR A JURY TRAIL.

9. ENTIRE AGREEMENT: This Agreement contains the entire understanding of the parties with respect to the subject matter addressed herein. Any other oral or written agreements entered into by the parties prior to the date of this Agreement are revoked. No additions or modifications may be made to this Agreement except in a separate writing duly signed by both Employee and Employer.

10. SEVERABILITY: In the event that any provision hereof shall be held to be invalid or unenforceable for any reason whatsoever, it is agreed such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions and provisions hereof shall remain in full force and effect and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable and enforceable.

11. PROTECTION OF TRADE SECRETS: Employee agrees that the names or addresses of any employees or customers of Employer, the details or provisions of employees or customers of Employer, the details or provisions of any written or oral contracts or understanding between Employer and any third party, potential business transactions, or the details of any financial or statistical data, marketing plans, business secrets, training manual, personnel records, employee data, form, technique, method or procedure of Employer, used by or made available to Employee in the course of employment and any other information constituting trade secrets or known as trade secrets, are confidential trade secrets of Employer. Employee agrees that he will not disclose directly or indirectly and such Employer trade secrets. Employee further agrees that Employee will return to Employer all documents of Employer, including any financial or statistical data, employee lists, customer lists, advertising and promotional materials, manuals and other books, papers documents or

data (including all copies thereof) belonging to or related to the business of Employer which Employee may have in his possession or under his control.

12. NON-COMPETITION AFTER EMPLOYMENT: For a period of two years immediately after termination of Employee's employment with Employer, Employer will not interfere with Employer's business by soliciting an employee to leave Employer's employ, by inducing a consultant to sever the consultant's relationship with Employer, or by soliciting business from any of Employer's customers or clients. Except as provided herein, Employee may act as a consultant to or be an employee of another business enterprise at any tie after his retirement date.

/s/       Donald H. Bruegman                                 5-28-98
------------------------------------------                 -----------
          DONALD H. BRUEGMAN                                   DATE

CLOVIS COMMUNITY BANK

BY:  /s/ Daniel N. Cunningham                                  5-28-98
    ----------------------------------------                 -----------
         DANIEL N. CUNNINGHAM
     Chairman, Compliance Committee

Exhibit 10.19

EXECUTIVE SALARY CONTINUATION AGREEMENT

THIS AGREEMENT, made and entered into this 7th day of June, 2000 by and between Clovis Community Bank, a Bank organized and existing under the laws of the State of California, (hereinafter referred to as the, "Bank"), and Daniel J. Doyle an Executive of the Bank (hereinafter referred to as the, "Executive").

WITNESSETH:

WHEREAS, the Executive has been and continues to be a valued Executive of the Bank, and is now serving the Bank; and

WHEREAS, it is the consensus of the Board of Directors (hereinafter referred to as the, "Board") that the Executive's services to the Bank in the past have been of exceptional merit and have constituted an invaluable contribution to the general welfare of the Bank and in bringing it to its present status of operating efficiency, and its present position in its field of activity;

WHEREAS, the Executive's experience, knowledge of the affairs of the Bank, reputation, and contacts in the industry are so valuable that assurance of the Executive's continued services is essential for the future growth and profits of the Bank and it is in the best interests of the Bank to arrange terms of continued employment for the Executive so as to reasonably assure the Executive's remaining in the Bank's employment during the Executive's lifetime or until the age of retirement;

WHEREAS, it is the desire of the Bank that the Executive's services be retained as herein provided;

WHEREAS, the Executive is willing to continue in the employ of the Bank provided the Bank agrees to pay the Executive's or the Executive's beneficiary(ies) certain benefits in accordance with the terms and conditions hereinafter set forth;

ACCORDINGLY, it is the desire of the Bank and the Executive to enter into this agreement under which the Bank will agree to make certain payments to the Executive at retirement or the Executive's beneficiary(ies) in the event of the Executive's death pursuant to this Agreement;

FURTHERMORE, it is the intent of the parties hereto that this Executive Plan be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive, and to be considered a non-qualified benefit plan for purposes of the Employee Retirement Security Act of 1974, as amended ("ERISA").

The Executive is fully advised of the Bank's financial status and has had substantial input in the design and operation of this benefit plan; and

NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained it is agreed as follows:

I. EMPLOYMENT

The Bank agrees to employ the Executive in such capacity as the Bank may from time to time determine. The Executive will continue in the employ of the Bank in such capacity and with such duties and responsibilities as may be assigned to him, and with such compensation as may be determined from time to time by the Board of Directors of the Bank. At all times, unless modified in writing, employment shall be deemed at-will.

II. FRINGE BENEFITS

The Salary continuation benefits provided by this agreement are granted by the Bank as a fringe benefit to the Executive and are not part of any Salary reduction plan or an arrangement deferring a bonus or a Salary increase. The Executive has no option to take any current payment or bonus in lieu of these Salary continuation benefits except as set forth hereinafter.

III. RETIREMENT DATE AND NORMAL RETIREMENT AGE

A. RETIREMENT DATE:

If the Executive remains in the continuous employ of the Bank, then in order to receive the benefits of this program, the Executive shall retire from active employment with the Bank on the December 31st nearest the Executive's sixty-second (62) birthday, unless by action of the Board of Directors this period of active employment shall be shortened or extended.

B. NORMAL RETIREMENT AGE:

Normal Retirement Age shall mean the date on which the Executive attains age sixty-two (62).

C. EARLY RETIREMENT DATE:

Early Retirement Date shall mean a retirement from service which is effective prior to the Normal Retirement Age stated herein, provided the Executive has attained age sixty (60).

IV. RETIREMENT BENEFIT AND EARLY RETIREMENT BENEFIT

A. RETIREMENT BENEFIT:

Upon the Executive's Retirement Date [Subparagraph III (A)], the Bank, commencing with the first day of the month following the date of such retirement, shall pay the Executive an annual benefit equal to Seventy Five Thousand Dollars and No/00ths ($75,000.00) * in equal monthly installments (1/12 of the annual benefit) for a period of one hundred and eighty (180) months, subject to Paragraph V. Said benefit amount is set forth in Column (C) of Exhibit A, attached hereto and fully incorporated herein by reference.

*(i) COST OF LIVING INCREASE:

For each year that the Executive shall receive a benefit, said benefit amount shall be increased by three percent (3%) from the previous years benefit amount.

B. EARLY RETIREMENT BENEFIT:

Upon the Executive's Early Retirement Date [Subparagraph III(C)], the Bank, commencing with the first day of the month following the date of such early retirement, shall pay the Executive an annual benefit equal to the Executive's accrued liability benefit at the time of said early retirement multiplied by the Executive's vested percentage in said benefits at the time of said early retirement (Paragraph VII) and then taking into consideration the discount rate
[Subparagraph XI(L)].* Said amount shall be payable in equal monthly installments (1/12 of the annual benefit) for a period of one hundred and eighty months (180) months, subject to Paragraph V. Said annual benefit amount is set forth in Column (F) of Exhibit A, attached hereto and fully incorporated herein by reference.

*(i) COST OF LIVING INCREASE:

For each year that the Executive shall receive a benefit, said benefit amount shall be increased by three percent (3%) from the previous years benefit amount.

V. DEATH BENEFIT

Notwithstanding anything herein to the contrary, in the event of the Executive's death, no benefits shall be payable hereunder and this agreement shall automatically terminate effective immediately upon said death of the Executive.

VI. BENEFIT ACCOUNTING

The Bank shall account for this benefit using the regulatory accounting principles of the Bank's primary federal regulator. The Bank shall establish an accrued liability retirement account for the Executive into which appropriate reserves shall be accrued.

VII. VESTING

Executive's interest in the benefits that are the subject of this Agreement shall be subject to an annual vesting percentage of twenty percent (20%) on the Effective Date of this Agreement, and ten additional percent (10%) for each full year of service with the Bank from the first anniversary of the Effective Date of this Agreement
[Subparagraph XI (K)] (to a maximum of 100%). Said benefit amount is set forth in Column (D) of Exhibit A, attached hereto and fully incorporated herein by reference.

VIII. TERMINATION OF EMPLOYMENT AND DISABILITY

A. VOLUNTARY TERMINATION OF EMPLOYMENT:

Subject to Subparagraph VIII (i) hereinbelow, in the event that the employment of the Executive shall terminate prior to retirement from active employment, as provided in Subparagraphs III (A) and (C), by the Executive's voluntary action, then this agreement shall immediately terminate and the Executive shall not be entitled to receive any benefits under this agreement.

B. INVOLUNTARY TERMINATION OF EMPLOYMENT:

Subject to Subparagraph VIII (i) hereinbelow, in the event that the employment of the Executive shall terminate prior to retirement from active employment, as provided in Subparagraphs III (A) and (C), by the Bank's discharge of the Executive without cause, then the Executive shall be entitled to receive the Executive's accrued liability balance at the time of said termination multiplied by the Executive's vested percentage in said benefits at the time of said termination (Paragraph VIII) payable in a lump sum upon the Executive attaining Normal Retirement Age [Subparagraph III(B)]. Said benefit amount is set forth in Column (G) of Exhibit A, attached hereto and fully incorporated herein by reference.

(i) DISCHARGE FOR CAUSE: In the event the Executive shall be discharged for cause at any time, all benefits provided herein shall be forfeited. The term for "cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit. If a dispute arises as to discharge for "cause", such dispute shall be resolved by arbitration as set forth in this Executive Plan.

C. DISABILITY BENEFIT:

In the event the Executive becomes disabled prior to any Termination of Service, and the Executive's employment is terminated because of such disability, the Executive shall be entitled to receive one hundred percent (100%) of the Executive's accrued liability balance at the time of said disability taking to consideration the discount rate
[Subparagraph XI(L)].* Said accrued liability balance shall be divided into fifteen (15) annual payments payable for a period of one hundred and eighty (180) months (1/12th of the annual benefit) commencing with the first day of the month following the date of such termination and continuing each month thereafter until said payments have been completed. Said benefit amount is set forth in Column (H) of Exhibit A attached hereto and fully incorporated herein by reference.

*(i) COST OF LIVING INCREASE:

For each year that the Executive shall receive a benefit, said benefit amount shall be increased by three percent (3%) from the previous years benefit amount.

Disability shall be defined in the Executive's Employment Agreement in effect at the time of said termination or, if no Employment Agreement is in effect, then as defined in the Bank's long term termination policy in effect at the time of said disability. If neither definition exists at the time of termination and there is a dispute regarding whether the Executive is disabled, such dispute shall be resolved by a physician selected by the Bank, a physician selected by the Executive, and a third physician selected by each of the other two (2) physicians. Such resolution shall be binding upon all parties to this Agreement.

IX. CHANGE OF CONTROL

Change of Control shall be deemed to be the cumulative transfer of more than fifty percent (50%) of the voting stock of the Bank from the date of this Agreement. For the purposes of this Agreement, transfers on account of deaths or gifts, transfers between family members or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a change in control. Upon a Change of Control, if, within twenty four (24) months of said Change of Control the Executive subsequently suffers a Termination of Service (voluntarily or involuntarily) except for cause, or if the Executive's job responsibilities substantially change or the Executive is relocated subsequent to a Change of Control, the Executive shall receive one hundred percent (100%) of the benefit that the Executive would have received had the Executive been employed by the Bank until Normal Retirement Age. Said amount shall be reduced to present value
[Subparagraph XI(L)] to the Executive's Normal Retirement Age and paid to the Executive in a lump sum commencing with the first day of the month following the date of such termination. Said benefit amount is set forth in Column (I) of Exhibit A attached hereto and fully incorporated herein by reference.

Notwithstanding the foregoing, the combined compensation from this Change of Control benefit and any other benefit payable under this Agreement, any other contract provision between the parties, or otherwise on a Change of Control, shall not exceed three (3) times Employee's annualized salary, nor be equal to or in excess of such amount that would constitute a nondeductible or excess parachute payment under Section 280G of the Code or trigger an excise tax under the golden parachute provisions of Section 4999 of the Code.

X. RESTRICTIONS ON FUNDING

The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Executive Plan. The Executive, their beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for matured and unpaid compensation.

The Bank reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Executive Plan or to refrain from funding the same and to determine the extent, nature and method of such funding. Should the Bank elect to fund this Executive Plan, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Bank reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part. At no time shall any Executive be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Bank.

If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, then the Executive shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities.

XI. MISCELLANEOUS

A. ALIENABILITY AND ASSIGNMENT PROHIBITION:

Neither the Executive, nor the Executive's surviving spouse, nor any other beneficiary(ies) under this Executive Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or the Executive's beneficiary(ies), nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Executive or any beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease and terminate.

B. BINDING OBLIGATION OF THE BANK AND ANY SUCCESSOR IN INTEREST:

The Bank shall not merge or consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such bank, firm or person expressly agrees, in writing, to assume and discharge the duties and obligations of the Bank under this Executive Plan. This Executive Plan shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personal representatives.

C. AMENDMENT OR REVOCATION:

It is agreed by and between the parties hereto that, during the lifetime of the Executive, this Executive Plan may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Executive and the Bank.

D. GENDER:

Whenever in this Executive Plan words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

E. EFFECT ON OTHER BANK BENEFIT PLANS:

Nothing contained in this Executive Plan shall affect the right of the Executive to participate in or be covered by any qualified or non-qualified pension, profit-sharing, group, bonus or other supplemental compensation or fringe benefit plan constituting a part of the Bank's existing or future compensation structure.

F. HEADINGS:

Headings and subheadings in this Executive Plan are inserted for reference and convenience only and shall not be deemed a part of this Executive Plan.

G. APPLICABLE LAW:

The validity and interpretation of this Agreement shall be governed by the laws of the State of California.

H. 12 U.S.C. Section 1828(K):

Any payments made to the Executive pursuant to this Executive Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) or any regulations promulgated thereunder.

I. PARTIAL INVALIDITY:

If any term, provision, covenant, or condition of this Executive Plan is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable, and the Executive Plan shall remain in full force and effect notwithstanding such partial invalidity.

J. NOT A CONTRACT OF EMPLOYMENT:

This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof

restrict the right of the Bank to discharge the Executive, or restrict the right of the Executive to terminate employment. At all times, employment shall remain at-will and either party may terminate the agreement with or without cause and with or without notice.

K. EFFECTIVE DATE:

The Effective Date of the Plan shall be June 7, 2000.

L. PRESENT VALUE:

All present value calculations under this Agreement shall be based on the following discount rate:

Discount Rate: The discount rate as used in the FASB 87 calculations for this Executive Plan.

M. CONTRADICTION IN TERMS OF AGREEMENT AND EXHIBITS:

If there is a contradiction in the terms of this agreement and the exhibits attached hereto with the actual amount of said benefit, then the actual amount of said benefit set forth in the agreement shall control.

XII. ERISA PROVISION

A. NAMED FIDUCIARY AND PLAN ADMINISTRATOR:

The "Named Fiduciary and Plan Administrator" of this Executive Plan shall be Clovis Community Bank until its resignation or removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of the Executive Plan. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Executive Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

B. CLAIMS PROCEDURE AND ARBITRATION:

In the event a dispute arises over benefits under this Executive Plan and benefits are not paid to the Executive (or to the Executive's beneficiary(ies) in the case of the Executive's death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above within sixty (60) days from the date payments are refused. The Named Fiduciary

and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such claim its specific reasons for such denial, reference to the provisions of this Executive Plan upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. A claim shall be deemed denied if the Named Fiduciary and Plan Administrator fail to take any action within the aforesaid sixty-day period.

If claimants desire a second review they shall notify the Named Fiduciary and Plan Administrator in writing within sixty
(60) days of the first claim denial. Claimants may review this Executive Plan or any documents relating thereto and submit any written issues and comments it may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Plan Agreement upon which the decision is based.

If claimants continue to dispute the benefit denial based upon completed performance of this Executive Plan or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an Arbitrator for final arbitration. The Arbitrator shall be selected by mutual agreement of the Bank and the claimants. The Arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Arbitrator with respect to any controversy properly submitted to it for determination.

Where a dispute arises as to the Bank's discharge of the Executive for "cause", such dispute shall likewise be submitted to arbitration as above-described and the parties hereto agree to be bound by the decision thereunder.

XIII. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS

The Bank is entering into this Agreement upon the assumption that certain existing tax laws, rules and regulations will continue in effect in their current form. If any said assumptions should change and said change has a detrimental effect on this Executive Plan, then the Bank reserves the right to terminate or modify this Agreement accordingly. Upon a Change of Control (Paragraph IX),

this paragraph shall become null and void effective immediately upon said Change of Control.

XIV. EXCESS PARACHUTE PAYMENTS

Notwithstanding any provision of this Agreement to the contrary, if any benefit payment or portion of any benefit payment under this Agreement shall be a non deductible expense to the Bank by reason of Section 280G of the Code the Bank shall be entitled to, at its option, reduce the benefits to be paid under this Agreement to the extent necessary to avoid the application of 280G of the Code to such payment. This provision can be applied to reduce the benefits under this Agreement to zero, if necessary and so elected by the Bank.

XV. COMPETITION AFTER TERMINATION OF EMPLOYMENT

The Bank shall not pay any benefit under this Agreement if the Executive, without the prior written consent of the Bank, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Bank, which enterprise is, or may deemed to be, competitive with any business carried on by the Bank as of the date of termination of the Executive's employment or his retirement. This section shall not apply following a Change of Control.

IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Agreement and executed the original thereof on the 7th day of June, 2000 and that, upon execution, each has received a conforming copy.

CLOVIS COMMUNITY BANK
Clovis, California

/s/ Janice H. Neary                     By: /s/ Daniel N. Cunningham
-----------------------------              ---------------------------
Witness                                    Daniel N. Cunningham
                                           Chairman of the Board of Directors

/s/ Janice H. Neary                              /s/ Daniel J. Doyle
-----------------------------               --------------------------------
Witness                                     Daniel J. Doyle

BENEFICIARY DESIGNATION FORM
FOR THE EXECUTIVE SALARY CONTINUATION
AGREEMENT

PRIMARY DESIGNATION:

SECONDARY (CONTINGENT) DESIGNATION:

All sums payable under the Executive Salary Continuation Agreement by reason of my death shall be paid to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.

Exhibit 10.20

EXECUTIVE SALARY CONTINUATION AGREEMENT

THIS AGREEMENT, made and entered into this 7th day of June, 2000 by and between Clovis Community Bank, a Bank organized and existing under the laws of the State of California, (hereinafter referred to as the, "Bank"), and Dorothy Graham an Executive of the Bank (hereinafter referred to as the, "Executive").

WITNESSETH:

WHEREAS, the Executive has been and continues to be a valued Executive of the Bank, and is now serving the Bank; and

WHEREAS, it is the consensus of the Board of Directors (hereinafter referred to as the, "Board") that the Executive's services to the Bank in the past have been of exceptional merit and have constituted an invaluable contribution to the general welfare of the Bank and in bringing it to its present status of operating efficiency, and its present position in its field of activity;

WHEREAS, the Executive's experience, knowledge of the affairs of the Bank, reputation, and contacts in the industry are so valuable that assurance of the Executive's continued services is essential for the future growth and profits of the Bank and it is in the best interests of the Bank to arrange terms of continued employment for the Executive so as to reasonably assure the Executive's remaining in the Bank's employment during the Executive's lifetime or until the age of retirement;

WHEREAS, it is the desire of the Bank that the Executive's services be retained as herein provided;

WHEREAS, the Executive is willing to continue in the employ of the Bank provided the Bank agrees to pay the Executive's or the Executive's beneficiary(ies) certain benefits in accordance with the terms and conditions hereinafter set forth;

ACCORDINGLY, it is the desire of the Bank and the Executive to enter into this agreement under which the Bank will agree to make certain payments to the Executive at retirement or the Executive's beneficiary(ies) in the event of the Executive's death pursuant to this Agreement;

FURTHERMORE, it is the intent of the parties hereto that this Executive Plan be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive, and to be considered a non-qualified benefit plan for purposes of the Employee Retirement Security Act of 1974, as amended ("ERISA").

The Executive is fully advised of the Bank's financial status and has had substantial input in the design and operation of this benefit plan; and

NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained it is agreed as follows:

I. EMPLOYMENT

The Bank agrees to employ the Executive in such capacity as the Bank may from time to time determine. The Executive will continue in the employ of the Bank in such capacity and with such duties and responsibilities as may be assigned to him, and with such compensation as may be determined from time to time by the Board of Directors of the Bank. At all times, unless modified in writing, employment shall be deemed at-will.

II. FRINGE BENEFITS

The Salary continuation benefits provided by this agreement are granted by the Bank as a fringe benefit to the Executive and are not part of any Salary reduction plan or an arrangement deferring a bonus or a Salary increase. The Executive has no option to take any current payment or bonus in lieu of these Salary continuation benefits except as set forth hereinafter.

III. RETIREMENT DATE AND NORMAL RETIREMENT AGE

A. RETIREMENT DATE:

If the Executive remains in the continuous employ of the Bank, then in order to receive the benefits of this program, the Executive shall retire from active employment with the Bank on the December 31st nearest the Executive's sixty-fifth (65th) birthday, unless by action of the Board of Directors this period of active employment shall be shortened or extended.

B. NORMAL RETIREMENT AGE:

Normal Retirement Age shall mean the date on which the Executive attains age sixty-five (65).

C. EARLY RETIREMENT DATE:

Early Retirement Date shall mean a retirement from service which is effective prior to the Normal Retirement Age stated herein, provided the Executive has attained age sixty (60).

IV. RETIREMENT BENEFIT AND EARLY RETIREMENT BENEFIT

A. RETIREMENT BENEFIT:

Upon the Executive's Retirement Date [Subparagraph III (A)], the Bank, commencing with the first day of the month following the date of such retirement, shall pay the Executive an annual benefit equal to Forty Thousand Dollars and No/00ths ($40,000.00) * in equal monthly installments (1/12 of the annual benefit) for a period of one hundred and eighty (180) months, subject to Paragraph V. Said benefit amount is set forth in Column (C) of Exhibit A, attached hereto and fully incorporated herein by reference.

*(i) COST OF LIVING INCREASE:

For each year that the Executive shall receive a benefit, said benefit amount shall be increased by three percent (3%) from the previous years benefit amount.

B. EARLY RETIREMENT BENEFIT:

Upon the Executive's Early Retirement Date [Subparagraph III(C)], the Bank, commencing with the first day of the month following the date of such early retirement, shall pay the Executive an annual benefit equal to the Executive's accrued liability benefit at the time of said early retirement multiplied by the Executive's vested percentage in said benefits at the time of said early retirement (Paragraph VII) and then taking into consideration the discount rate
[Subparagraph XI(L)].* Said amount shall be payable in equal monthly installments (1/12 of the annual benefit) for a period of one hundred and eighty months (180) months, subject to Paragraph V. Said annual benefit amount is set forth in Column (F) of Exhibit A, attached hereto and fully incorporated herein by reference.

*(i) COST OF LIVING INCREASE:

For each year that the Executive shall receive a benefit, said benefit amount shall be increased by three percent (3%) from the previous years benefit amount.

V. DEATH BENEFIT

Notwithstanding anything herein to the contrary, in the event of the Executive's death, no benefits shall be payable hereunder and this agreement shall automatically terminate effective immediately upon said death of the Executive.

VI. BENEFIT ACCOUNTING

The Bank shall account for this benefit using the regulatory accounting principles of the Bank's primary federal regulator. The Bank shall establish an accrued liability retirement account for the Executive into which appropriate reserves shall be accrued.

VII. VESTING

Executive's interest in the benefits that are the subject of this Agreement shall be subject to an annual vesting percentage of ten percent (10%) for each full year of service with the Bank from the first anniversary of the Effective Date of this Agreement [Subparagraph XI (K)] (to a maximum of 100%). Said benefit amount is set forth in Column (D) of Exhibit A, attached hereto and fully incorporated herein by reference.

VIII. TERMINATION OF EMPLOYMENT AND DISABILITY

A. VOLUNTARY TERMINATION OF EMPLOYMENT:

Subject to Subparagraph VIII (i) hereinbelow, in the event that the employment of the Executive shall terminate prior to retirement from active employment, as provided in Subparagraphs III (A) and (C), by the Executive's voluntary action, then this agreement shall immediately terminate and the Executive shall not be entitled to receive any benefits under this agreement.

B. INVOLUNTARY TERMINATION OF EMPLOYMENT:

Subject to Subparagraph VIII (i) hereinbelow, in the event that the employment of the Executive shall terminate prior to retirement from active employment, as provided in Subparagraphs III (A) and (C), by the Bank's discharge of the Executive without cause, then the Executive shall be entitled to receive the Executive's accrued liability balance at the time of said termination multiplied by the Executive's vested percentage in said benefits at the time of said termination (Paragraph VIII) payable in a lump sum upon the Executive attaining Normal Retirement Age [Subparagraph

III(B)]. Said benefit amount is set forth in Column (G) of Exhibit A, attached hereto and fully incorporated herein by reference.

(i) DISCHARGE FOR CAUSE: In the event the Executive shall be discharged for cause at any time, all benefits provided herein shall be forfeited. The term for "cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect;
(ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit. If a dispute arises as to discharge for "cause", such dispute shall be resolved by arbitration as set forth in this Executive Plan.

C. DISABILITY BENEFIT:

In the event the Executive becomes disabled prior to any Termination of Service, and the Executive's employment is terminated because of such disability, the Executive shall be entitled to receive one hundred percent (100%) of the Executive's accrued liability balance at the time of said disability taking to consideration the discount rate
[Subparagraph XI(L)].* Said accrued liability balance shall be divided into fifteen (15) annual payments payable for a period of one hundred and eighty (180) months (1/12th of the annual benefit) commencing with the first day of the month following the date of such termination and continuing each month thereafter until said payments have been completed. Said benefit amount is set forth in Column (H) of Exhibit A attached hereto and fully incorporated herein by reference.

*(i) COST OF LIVING INCREASE:

For each year that the Executive shall receive a benefit, said benefit amount shall be increased by three percent (3%) from the previous years benefit amount.

Disability shall be defined in the Executive's Employment Agreement in effect at the time of said termination or, if no Employment Agreement is in effect, then as defined in the Bank's long term termination policy in effect at the time of said disability. If neither definition exists at the time of termination and there is a dispute regarding whether the Executive is disabled, such dispute shall be resolved by a physician selected by the Bank, a physician selected by the Executive, and a third physician selected

by each of the other two (2) physicians. Such resolution shall be binding upon all parties to this Agreement.

IX. CHANGE OF CONTROL

Change of Control shall be deemed to be the cumulative transfer of more than fifty percent (50%) of the voting stock of the Bank from the date of this Agreement. For the purposes of this Agreement, transfers on account of deaths or gifts, transfers between family members or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a change in control. Upon a Change of Control, if, within twelve (12) months of said Change of Control the Executive subsequently suffers a Termination of Service (voluntarily or involuntarily) except for cause, or if the Executive's job responsibilities substantially change or the Executive is relocated subsequent to a Change of Control, the Executive shall receive one hundred percent (100%) of the benefit that the Executive would have received had the Executive been employed by the Bank until Normal Retirement Age. Said amount shall be reduced to present value
[Subparagraph XI(L)] to the Executive's Normal Retirement Age and paid to the Executive in a lump sum commencing with the first day of the month following the date of such termination. Said benefit amount is set forth in Column (I) of Exhibit A attached hereto and fully incorporated herein by reference.

Notwithstanding the foregoing, the combined compensation from this Change of Control benefit and any other benefit payable under this Agreement, any other contract provision between the parties, or otherwise on a Change of Control, shall not exceed three (3) times Employee's annualized salary, nor be equal to or in excess of such amount that would constitute a nondeductible or excess parachute payment under Section 280G of the Code or trigger an excise tax under the golden parachute provisions of Section 4999 of the Code.

X. RESTRICTIONS ON FUNDING

The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Executive Plan. The Executive, their beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for matured and unpaid compensation.

The Bank reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Executive Plan or to refrain from funding the same and to determine the extent, nature and method of such funding. Should the Bank elect to fund this Executive Plan, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Bank reserves the

absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part. At no time shall any Executive be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Bank.

If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, then the Executive shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities.

XI. MISCELLANEOUS

A. ALIENABILITY AND ASSIGNMENT PROHIBITION:

Neither the Executive, nor the Executive's surviving spouse, nor any other beneficiary(ies) under this Executive Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or the Executive's beneficiary(ies), nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Executive or any beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease and terminate.

B. BINDING OBLIGATION OF THE BANK AND ANY SUCCESSOR IN INTEREST:

The Bank shall not merge or consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such bank, firm or person expressly agrees, in writing, to assume and discharge the duties and obligations of the Bank under this Executive Plan. This Executive Plan shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personal representatives.

C. AMENDMENT OR REVOCATION:

It is agreed by and between the parties hereto that, during the lifetime of the Executive, this Executive Plan may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Executive and the Bank.

D. GENDER:

Whenever in this Executive Plan words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

E. EFFECT ON OTHER BANK BENEFIT PLANS:

Nothing contained in this Executive Plan shall affect the right of the Executive to participate in or be covered by any qualified or non-qualified pension, profit-sharing, group, bonus or other supplemental compensation or fringe benefit plan constituting a part of the Bank's existing or future compensation structure.

F. HEADINGS:

Headings and subheadings in this Executive Plan are inserted for reference and convenience only and shall not be deemed a part of this Executive Plan.

G. APPLICABLE LAW:

The validity and interpretation of this Agreement shall be governed by the laws of the State of California.

H. 12 U.S.C. Section 1828(K):

Any payments made to the Executive pursuant to this Executive Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) or any regulations promulgated thereunder.

I. PARTIAL INVALIDITY:

If any term, provision, covenant, or condition of this Executive Plan is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable, and the Executive Plan shall remain in full force and effect notwithstanding such partial invalidity.

J. NOT A CONTRACT OF EMPLOYMENT:

This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Bank to discharge the Executive, or restrict the right of the Executive to terminate employment. At all times, employment shall remain at-will and either party may terminate the agreement with or without cause and with or without notice.

K. EFFECTIVE DATE:

The Effective Date of the Plan shall be June 7, 2000.

L. PRESENT VALUE:

All present value calculations under this Agreement shall be based on the following discount rate:

Discount Rate: The discount rate as used in the FASB 87 calculations for this Executive Plan.

M. CONTRADICTION IN TERMS OF AGREEMENT AND EXHIBITS:

If there is a contradiction in the terms of this agreement and the exhibits attached hereto with the actual amount of said benefit, then the actual amount of said benefit set forth in the agreement shall control.

XII. ERISA PROVISION

A. NAMED FIDUCIARY AND PLAN ADMINISTRATOR:

The "Named Fiduciary and Plan Administrator" of this Executive Plan shall be Clovis Community Bank until its resignation or removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of the Executive Plan. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Executive Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

B. CLAIMS PROCEDURE AND ARBITRATION:

In the event a dispute arises over benefits under this Executive Plan and benefits are not paid to the Executive (or to the Executive's beneficiary(ies) in the case of the Executive's death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above within sixty (60) days from the date payments are refused. The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such claim its specific reasons for such denial, reference to the provisions of this Executive Plan upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. A claim shall be deemed denied if the Named Fiduciary and Plan Administrator fail to take any action within the aforesaid sixty-day period.

If claimants desire a second review they shall notify the Named Fiduciary and Plan Administrator in writing within sixty
(60) days of the first claim denial. Claimants may review this Executive Plan or any documents relating thereto and submit any written issues and comments it may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Plan Agreement upon which the decision is based.

If claimants continue to dispute the benefit denial based upon completed performance of this Executive Plan or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an Arbitrator for final arbitration. The Arbitrator shall be selected by mutual agreement of the Bank and the claimants. The Arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Arbitrator with respect to any controversy properly submitted to it for determination.

Where a dispute arises as to the Bank's discharge of the Executive for "cause", such dispute shall likewise be submitted to arbitration as above-described and the parties hereto agree to be bound by the decision thereunder.

XIII. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON

OF CHANGES IN THE LAW, RULES OR REGULATIONS

The Bank is entering into this Agreement upon the assumption that certain existing tax laws, rules and regulations will continue in effect in their current form. If any said assumptions should change and said change has a detrimental effect on this Executive Plan, then the Bank reserves the right to terminate or modify this Agreement accordingly. Upon a Change of Control (Paragraph IX), this paragraph shall become null and void effective immediately upon said Change of Control.

XIV. EXCESS PARACHUTE PAYMENTS

Notwithstanding any provision of this Agreement to the contrary, if any benefit payment or portion of any benefit payment under this Agreement shall be a non deductible expense to the Bank by reason of Section 280G of the Code the Bank shall be entitled to, at its option, reduce the benefits to be paid under this Agreement to the extent necessary to avoid the application of 280G of the Code to such payment. This provision can be applied to reduce the benefits under this Agreement to zero, if necessary and so elected by the Bank.

XV. COMPETITION AFTER TERMINATION OF EMPLOYMENT

The Bank shall not pay any benefit under this Agreement if the Executive, without the prior written consent of the Bank, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Bank, which enterprise is, or may deemed to be, competitive with any business carried on by the Bank as of the date of termination of the Executive's employment or his retirement. This section shall not apply following a Change of Control.

IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Agreement and executed the original thereof on the 7th day of June, 2000 and that, upon execution, each has received a conforming copy.

CLOVIS COMMUNITY BANK
Clovis, California

/s/ Janice H. Neary                By: /s/ Daniel J. Doyle
-------------------------------       --------------------------------
Witness                               Daniel J. Doyle
                                      President and Chief Executive Officer



/s/ Janice H. Neary                    /s/ Dorothy Graham
-------------------------------       --------------------------------
Witness                                     Dorothy Graham

PRIMARY DESIGNATION:

       NAME                        ADDRESS                  RELATIONSHIP
       ----                        -------                  -----------

SECONDARY (CONTINGENT) DESIGNATION:

All sums payable under the Executive Salary Continuation Agreement by reason of my death shall be paid to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.

Exhibit 10.21

EXECUTIVE SALARY CONTINUATION AGREEMENT

THIS AGREEMENT, made and entered into this 7th day of June, 2000 by and between Clovis Community Bank, a Bank organized and existing under the laws of the State of California, (hereinafter referred to as the, "Bank"), and Gary Quisenberry an Executive of the Bank (hereinafter referred to as the, "Executive").

WITNESSETH:

WHEREAS, the Executive has been and continues to be a valued Executive of the Bank, and is now serving the Bank; and

WHEREAS, it is the consensus of the Board of Directors (hereinafter referred to as the, "Board") that the Executive's services to the Bank in the past have been of exceptional merit and have constituted an invaluable contribution to the general welfare of the Bank and in bringing it to its present status of operating efficiency, and its present position in its field of activity;

WHEREAS, the Executive's experience, knowledge of the affairs of the Bank, reputation, and contacts in the industry are so valuable that assurance of the Executive's continued services is essential for the future growth and profits of the Bank and it is in the best interests of the Bank to arrange terms of continued employment for the Executive so as to reasonably assure the Executive's remaining in the Bank's employment during the Executive's lifetime or until the age of retirement;

WHEREAS, it is the desire of the Bank that the Executive's services be retained as herein provided;

WHEREAS, the Executive is willing to continue in the employ of the Bank provided the Bank agrees to pay the Executive's or the Executive's beneficiary(ies) certain benefits in accordance with the terms and conditions hereinafter set forth;

ACCORDINGLY, it is the desire of the Bank and the Executive to enter into this agreement under which the Bank will agree to make certain payments to the Executive at retirement or the Executive's beneficiary(ies) in the event of the Executive's death pursuant to this Agreement;

FURTHERMORE, it is the intent of the parties hereto that this Executive Plan be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive, and to be considered a non-qualified benefit plan for purposes of the Employee Retirement Security Act of 1974, as amended ("ERISA").

The Executive is fully advised of the Bank's financial status and has had substantial input in the design and operation of this benefit plan; and

NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained it is agreed as follows:

I. EMPLOYMENT

The Bank agrees to employ the Executive in such capacity as the Bank may from time to time determine. The Executive will continue in the employ of the Bank in such capacity and with such duties and responsibilities as may be assigned to him, and with such compensation as may be determined from time to time by the Board of Directors of the Bank. At all times, unless modified in writing, employment shall be deemed at-will.

II. FRINGE BENEFITS

The Salary continuation benefits provided by this agreement are granted by the Bank as a fringe benefit to the Executive and are not part of any Salary reduction plan or an arrangement deferring a bonus or a Salary increase. The Executive has no option to take any current payment or bonus in lieu of these Salary continuation benefits except as set forth hereinafter.

III. RETIREMENT DATE AND NORMAL RETIREMENT AGE

A. RETIREMENT DATE:

If the Executive remains in the continuous employ of the Bank, then in order to receive the benefits of this program, the Executive shall retire from active employment with the Bank on the December 31st nearest the Executive's sixty-fifth (65) birthday, unless by action of the Board of Directors this period of active employment shall be shortened or extended.

B. NORMAL RETIREMENT AGE:

Normal Retirement Age shall mean the date on which the Executive attains age sixty-five (65).

C. EARLY RETIREMENT DATE:

Early Retirement Date shall mean a retirement from service which is effective prior to the Normal Retirement Age stated herein, provided the Executive has attained age sixty (60).

IV. RETIREMENT BENEFIT AND EARLY RETIREMENT BENEFIT

A. RETIREMENT BENEFIT:

Upon the Executive's Retirement Date [Subparagraph III (A)], the Bank, commencing with the first day of the month following the date of such retirement, shall pay the Executive an annual benefit equal to Forty Thousand Dollars and No/00ths ($40,000.00) * in equal monthly installments (1/12 of the annual benefit) for a period of one hundred and eighty (180) months, subject to Paragraph V. Said benefit amount is set forth in Column (C) of Exhibit A, attached hereto and fully incorporated herein by reference.

*(i) COST OF LIVING INCREASE:

For each year that the Executive shall receive a benefit, said benefit amount shall be increased by three percent (3%) from the previous years benefit amount.

B. EARLY RETIREMENT BENEFIT:

Upon the Executive's Early Retirement Date [Subparagraph III(C)], the Bank, commencing with the first day of the month following the date of such early retirement, shall pay the Executive an annual benefit equal to the Executive's accrued liability benefit at the time of said early retirement multiplied by the Executive's vested percentage in said benefits at the time of said early retirement (Paragraph VII) and then taking into consideration the discount rate
[Subparagraph XI(L)].* Said amount shall be payable in equal monthly installments (1/12 of the annual benefit) for a period of one hundred and eighty months (180) months, subject to Paragraph V. Said annual benefit amount is set forth in Column (F) of Exhibit A, attached hereto and fully incorporated herein by reference.

*(i) COST OF LIVING INCREASE:

For each year that the Executive shall receive a benefit, said benefit amount shall be increased by three percent (3%) from the previous years benefit amount.

V. DEATH BENEFIT

Notwithstanding anything herein to the contrary, in the event of the Executive's death, no benefits shall be payable hereunder and this agreement shall automatically terminate effective immediately upon said death of the Executive.

VI. BENEFIT ACCOUNTING

The Bank shall account for this benefit using the regulatory accounting principles of the Bank's primary federal regulator. The Bank shall establish an accrued liability retirement account for the Executive into which appropriate reserves shall be accrued.

VII. VESTING

Executive's interest in the benefits that are the subject of this Agreement shall be subject to an annual vesting percentage of ten percent (10%) for each full year of service with the Bank from the second anniversary of the Effective Date of this Agreement
[Subparagraph XI (K)] (to a maximum of 100%). Said benefit amount is set forth in Column (D) of Exhibit A, attached hereto and fully incorporated herein by reference.

VIII. TERMINATION OF EMPLOYMENT AND DISABILITY

A. VOLUNTARY TERMINATION OF EMPLOYMENT:

Subject to Subparagraph VIII (i) hereinbelow, in the event that the employment of the Executive shall terminate prior to retirement from active employment, as provided in Subparagraphs III (A) and (C), by the Executive's voluntary action, then this agreement shall immediately terminate and the Executive shall not be entitled to receive any benefits under this agreement.

B. INVOLUNTARY TERMINATION OF EMPLOYMENT:

Subject to Subparagraph VIII (i) hereinbelow, in the event that the employment of the Executive shall terminate prior to retirement from active employment, as provided in Subparagraphs III (A) and (C), by the Bank's discharge of the Executive without cause, then the Executive shall be entitled to receive the Executive's accrued liability balance at the time of said termination multiplied by the Executive's vested percentage in said benefits at the time of said termination (Paragraph VIII) payable in a lump sum upon the Executive attaining Normal Retirement Age [Subparagraph

III(B)]. Said benefit amount is set forth in Column (G) of Exhibit A, attached hereto and fully incorporated herein by reference.

(i) DISCHARGE FOR CAUSE: In the event the Executive shall be discharged for cause at any time, all benefits provided herein shall be forfeited. The term for "cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect;
(ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit. If a dispute arises as to discharge for "cause", such dispute shall be resolved by arbitration as set forth in this Executive Plan.

C. DISABILITY BENEFIT:

In the event the Executive becomes disabled prior to any Termination of Service, and the Executive's employment is terminated because of such disability, the Executive shall be entitled to receive one hundred percent (100%) of the Executive's accrued liability balance at the time of said disability taking to consideration the discount rate
[Subparagraph XI(L)].* Said accrued liability balance shall be divided into fifteen (15) annual payments payable for a period of one hundred and eighty (180) months (1/12th of the annual benefit) commencing with the first day of the month following the date of such termination and continuing each month thereafter until said payments have been completed. Said benefit amount is set forth in Column (H) of Exhibit A attached hereto and fully incorporated herein by reference.

*(i) COST OF LIVING INCREASE:

For each year that the Executive shall receive a benefit, said benefit amount shall be increased by three percent (3%) from the previous years benefit amount.

Disability shall be defined in the Executive's Employment Agreement in effect at the time of said termination or, if no Employment Agreement is in effect, then as defined in the Bank's long term termination policy in effect at the time of said disability. If neither definition exists at the time of termination and there is a dispute regarding whether the Executive is disabled, such dispute shall be resolved by a physician selected by the Bank, a physician selected

by the Executive, and a third physician selected by each of the other two (2) physicians. Such resolution shall be binding upon all parties to this Agreement.

IX. CHANGE OF CONTROL

Change of Control shall be deemed to be the cumulative transfer of more than fifty percent (50%) of the voting stock of the Bank from the date of this Agreement. For the purposes of this Agreement, transfers on account of deaths or gifts, transfers between family members or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a change in control. Upon a Change of Control, if, within twelve (12) months of said Change of Control the Executive subsequently suffers a Termination of Service (voluntarily or involuntarily) except for cause, or if the Executive's job responsibilities substantially change or the Executive is relocated subsequent to a Change of Control, the Executive shall receive one hundred percent (100%) of the benefit that the Executive would have received had the Executive been employed by the Bank until Normal Retirement Age. Said amount shall be reduced to present value
[Subparagraph XI(L)] to the Executive's Normal Retirement Age and paid to the Executive in a lump sum commencing with the first day of the month following the date of such termination. Said benefit amount is set forth in Column (I) of Exhibit A attached hereto and fully incorporated herein by reference.

Notwithstanding the foregoing, the combined compensation from this Change of Control benefit and any other benefit payable under this Agreement, any other contract provision between the parties, or otherwise on a Change of Control, shall not exceed three (3) times Employee's annualized salary, nor be equal to or in excess of such amount that would constitute a nondeductible or excess parachute payment under Section 280G of the Code or trigger an excise tax under the golden parachute provisions of Section 4999 of the Code.

X. RESTRICTIONS ON FUNDING

The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Executive Plan. The Executive, their beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for matured and unpaid compensation.

The Bank reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Executive Plan or to refrain from funding the same and to determine the extent, nature and method of such funding. Should the Bank elect to fund this Executive Plan, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Bank reserves the

absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part. At no time shall any Executive be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Bank.

If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, then the Executive shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities.

XI. MISCELLANEOUS

A. ALIENABILITY AND ASSIGNMENT PROHIBITION:

Neither the Executive, nor the Executive's surviving spouse, nor any other beneficiary(ies) under this Executive Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or the Executive's beneficiary(ies), nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Executive or any beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease and terminate.

B. BINDING OBLIGATION OF THE BANK AND ANY SUCCESSOR IN INTEREST:

The Bank shall not merge or consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such bank, firm or person expressly agrees, in writing, to assume and discharge the duties and obligations of the Bank under this Executive Plan. This Executive Plan shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personal representatives.

C. AMENDMENT OR REVOCATION:

It is agreed by and between the parties hereto that, during the lifetime of the Executive, this Executive Plan may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Executive and the Bank.

D. GENDER:

Whenever in this Executive Plan words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

E. EFFECT ON OTHER BANK BENEFIT PLANS:

Nothing contained in this Executive Plan shall affect the right of the Executive to participate in or be covered by any qualified or non-qualified pension, profit-sharing, group, bonus or other supplemental compensation or fringe benefit plan constituting a part of the Bank's existing or future compensation structure.

F. HEADINGS:

Headings and subheadings in this Executive Plan are inserted for reference and convenience only and shall not be deemed a part of this Executive Plan.

G. APPLICABLE LAW:

The validity and interpretation of this Agreement shall be governed by the laws of the State of California.

H. 12 U.S.C. Section 1828(K):

Any payments made to the Executive pursuant to this Executive Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) or any regulations promulgated thereunder.

I. PARTIAL INVALIDITY:

If any term, provision, covenant, or condition of this Executive Plan is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable, and the Executive Plan shall remain in full force and effect notwithstanding such partial invalidity.

J. NOT A CONTRACT OF EMPLOYMENT:

This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Bank to discharge the Executive, or restrict the right of the Executive to terminate employment. At all times, employment shall remain at-will and either party may terminate the agreement with or without cause and with or without notice.

K. EFFECTIVE DATE:

The Effective Date of the Plan shall be June 7, 2000.

L. PRESENT VALUE:

All present value calculations under this Agreement shall be based on the following discount rate:

Discount Rate: The discount rate as used in the FASB 87 calculations for this Executive Plan.

M. CONTRADICTION IN TERMS OF AGREEMENT AND EXHIBITS:

If there is a contradiction in the terms of this agreement and the exhibits attached hereto with the actual amount of said benefit, then the actual amount of said benefit set forth in the agreement shall control.

XII. ERISA PROVISION

A. NAMED FIDUCIARY AND PLAN ADMINISTRATOR:

The "Named Fiduciary and Plan Administrator" of this Executive Plan shall be Clovis Community Bank until its resignation or removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of the Executive Plan. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Executive Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

B. CLAIMS PROCEDURE AND ARBITRATION:

In the event a dispute arises over benefits under this Executive Plan and benefits are not paid to the Executive (or to the Executive's beneficiary(ies) in the case of the Executive's death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above within sixty (60) days from the date payments are refused. The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such claim its specific reasons for such denial, reference to the provisions of this Executive Plan upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. A claim shall be deemed denied if the Named Fiduciary and Plan Administrator fail to take any action within the aforesaid sixty-day period.

If claimants desire a second review they shall notify the Named Fiduciary and Plan Administrator in writing within sixty
(60) days of the first claim denial. Claimants may review this Executive Plan or any documents relating thereto and submit any written issues and comments it may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Plan Agreement upon which the decision is based.

If claimants continue to dispute the benefit denial based upon completed performance of this Executive Plan or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an Arbitrator for final arbitration. The Arbitrator shall be selected by mutual agreement of the Bank and the claimants. The Arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Arbitrator with respect to any controversy properly submitted to it for determination.

Where a dispute arises as to the Bank's discharge of the Executive for "cause", such dispute shall likewise be submitted to arbitration as above-described and the parties hereto agree to be bound by the decision thereunder.

XIII. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON

OF CHANGES IN THE LAW, RULES OR REGULATIONS

The Bank is entering into this Agreement upon the assumption that certain existing tax laws, rules and regulations will continue in effect in their current form. If any said assumptions should change and said change has a detrimental effect on this Executive Plan, then the Bank reserves the right to terminate or modify this Agreement accordingly. Upon a Change of Control (Paragraph IX), this paragraph shall become null and void effective immediately upon said Change of Control.

XIV. EXCESS PARACHUTE PAYMENTS

Notwithstanding any provision of this Agreement to the contrary, if any benefit payment or portion of any benefit payment under this Agreement shall be a non deductible expense to the Bank by reason of Section 280G of the Code the Bank shall be entitled to, at its option, reduce the benefits to be paid under this Agreement to the extent necessary to avoid the application of 280G of the Code to such payment. This provision can be applied to reduce the benefits under this Agreement to zero, if necessary and so elected by the Bank.

XV. COMPETITION AFTER TERMINATION OF EMPLOYMENT

The Bank shall not pay any benefit under this Agreement if the Executive, without the prior written consent of the Bank, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Bank, which enterprise is, or may deemed to be, competitive with any business carried on by the Bank as of the date of termination of the Executive's employment or his retirement. This section shall not apply following a Change of Control.

IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Agreement and executed the original thereof on the 7th day of June, 2000 and that, upon execution, each has received a conforming copy.

CLOVIS COMMUNITY BANK
Clovis, California

 /s/ Janice H. Neary                  By: /s/ Daniel J. Doyle
----------------------------             -----------------------
Witness                                  Daniel J. Doyle
                                         President and Chief Executive Officer



/s/ Janice H. Neary                       /s/ Gary Quisenberry
----------------------------             -----------------------
Witness                                  Gary Quisenberry

PRIMARY DESIGNATION:

         NAME                     ADDRESS              RELATIONSHIP
         ----                     -------              ------------

SECONDARY (CONTINGENT) DESIGNATION:

All sums payable under the Executive Salary Continuation Agreement by reason of my death shall be paid to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.

Exhibit 10.22

EXECUTIVE SALARY CONTINUATION AGREEMENT

THIS AGREEMENT, made and entered into this 7th day of June, 2000 by and between Clovis Community Bank, a Bank organized and existing under the laws of the State of California, (hereinafter referred to as the, "Bank"), and Tom Sommer an Executive of the Bank (hereinafter referred to as the, "Executive").

WITNESSETH:

WHEREAS, the Executive has been and continues to be a valued Executive of the Bank, and is now serving the Bank; and

WHEREAS, it is the consensus of the Board of Directors (hereinafter referred to as the, "Board") that the Executive's services to the Bank in the past have been of exceptional merit and have constituted an invaluable contribution to the general welfare of the Bank and in bringing it to its present status of operating efficiency, and its present position in its field of activity;

WHEREAS, the Executive's experience, knowledge of the affairs of the Bank, reputation, and contacts in the industry are so valuable that assurance of the Executive's continued services is essential for the future growth and profits of the Bank and it is in the best interests of the Bank to arrange terms of continued employment for the Executive so as to reasonably assure the Executive's remaining in the Bank's employment during the Executive's lifetime or until the age of retirement;

WHEREAS, it is the desire of the Bank that the Executive's services be retained as herein provided;

WHEREAS, the Executive is willing to continue in the employ of the Bank provided the Bank agrees to pay the Executive's or the Executive's beneficiary(ies) certain benefits in accordance with the terms and conditions hereinafter set forth;

ACCORDINGLY, it is the desire of the Bank and the Executive to enter into this agreement under which the Bank will agree to make certain payments to the Executive at retirement or the Executive's beneficiary(ies) in the event of the Executive's death pursuant to this Agreement;

FURTHERMORE, it is the intent of the parties hereto that this Executive Plan be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive, and to be considered a non-qualified benefit plan for purposes of the Employee Retirement Security Act of 1974, as amended ("ERISA").

The Executive is fully advised of the Bank's financial status and has had substantial input in the design and operation of this benefit plan; and

NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained it is agreed as follows:

I. EMPLOYMENT

The Bank agrees to employ the Executive in such capacity as the Bank may from time to time determine. The Executive will continue in the employ of the Bank in such capacity and with such duties and responsibilities as may be assigned to him, and with such compensation as may be determined from time to time by the Board of Directors of the Bank. At all times, unless modified in writing, employment shall be deemed at-will.

II. FRINGE BENEFITS

The Salary continuation benefits provided by this agreement are granted by the Bank as a fringe benefit to the Executive and are not part of any Salary reduction plan or an arrangement deferring a bonus or a Salary increase. The Executive has no option to take any current payment or bonus in lieu of these Salary continuation benefits except as set forth hereinafter.

III. RETIREMENT DATE AND NORMAL RETIREMENT AGE

A. RETIREMENT DATE:

If the Executive remains in the continuous employ of the Bank, then in order to receive the benefits of this program, the Executive shall retire from active employment with the Bank on the December 31st nearest the Executive's sixty-fifth (65th) birthday, unless by action of the Board of Directors this period of active employment shall be shortened or extended.

B. NORMAL RETIREMENT AGE:

Normal Retirement Age shall mean the date on which the Executive attains age sixty-five (65).

C. EARLY RETIREMENT DATE:

Early Retirement Date shall mean a retirement from service which is effective prior to the Normal Retirement Age stated herein, provided the Executive has attained age sixty (60).

IV. RETIREMENT BENEFIT AND EARLY RETIREMENT BENEFIT

A. RETIREMENT BENEFIT:

Upon the Executive's Retirement Date [Subparagraph III (A)], the Bank, commencing with the first day of the month following the date of such retirement, shall pay the Executive an annual benefit equal to Forty Thousand Dollars and No/00ths ($40,000.00) * in equal monthly installments (1/12 of the annual benefit) for a period of one hundred and eighty (180) months, subject to Paragraph V. Said benefit amount is set forth in Column (C) of Exhibit A, attached hereto and fully incorporated herein by reference.

*(i) COST OF LIVING INCREASE:

For each year that the Executive shall receive a benefit, said benefit amount shall be increased by three percent (3%) from the previous years benefit amount.

B. EARLY RETIREMENT BENEFIT:

Upon the Executive's Early Retirement Date [Subparagraph III(C)], the Bank, commencing with the first day of the month following the date of such early retirement, shall pay the Executive an annual benefit equal to the Executive's accrued liability benefit at the time of said early retirement multiplied by the Executive's vested percentage in said benefits at the time of said early retirement (Paragraph VII) and then taking into consideration the discount rate
[Subparagraph XI(L)].* Said amount shall be payable in equal monthly installments (1/12 of the annual benefit) for a period of one hundred and eighty months (180) months, subject to Paragraph V. Said annual benefit amount is set forth in Column (F) of Exhibit A, attached hereto and fully incorporated herein by reference.

*(i) COST OF LIVING INCREASE:

For each year that the Executive shall receive a benefit, said benefit amount shall be increased by three percent (3%) from the previous years benefit amount.

V. DEATH BENEFIT

Notwithstanding anything herein to the contrary, in the event of the Executive's death, no benefits shall be payable hereunder and this agreement shall automatically terminate effective immediately upon said death of the Executive.

VI. BENEFIT ACCOUNTING

The Bank shall account for this benefit using the regulatory accounting principles of the Bank's primary federal regulator. The Bank shall establish an accrued liability retirement account for the Executive into which appropriate reserves shall be accrued.

VII. VESTING

Executive's interest in the benefits that are the subject of this Agreement shall be subject to an annual vesting percentage of ten percent (10%) for each full year of service with the Bank from the second anniversary of the Effective Date of this Agreement
[Subparagraph XI (K)] (to a maximum of 100%). Said benefit amount is set forth in Column (D) of Exhibit A, attached hereto and fully incorporated herein by reference.

VIII. TERMINATION OF EMPLOYMENT AND DISABILITY

A. VOLUNTARY TERMINATION OF EMPLOYMENT:

Subject to Subparagraph VIII (i) hereinbelow, in the event that the employment of the Executive shall terminate prior to retirement from active employment, as provided in Subparagraphs III (A) and (C), by the Executive's voluntary action, then this agreement shall immediately terminate and the Executive shall not be entitled to receive any benefits under this agreement.

B. INVOLUNTARY TERMINATION OF EMPLOYMENT:

Subject to Subparagraph VIII (i) hereinbelow, in the event that the employment of the Executive shall terminate prior to retirement from active employment, as provided in Subparagraphs III (A) and (C), by the Bank's discharge of the Executive without cause, then the Executive shall be entitled to receive the Executive's accrued liability balance at the time of said termination multiplied by the Executive's vested percentage in said benefits at the time of said termination (Paragraph VIII) payable in a lump sum upon the Executive attaining Normal Retirement Age [Subparagraph III(B)]. Said benefit amount is set forth in Column (G) of Exhibit A, attached hereto and fully incorporated herein by reference.

(i) DISCHARGE FOR CAUSE: In the event the Executive shall be discharged for cause at any time, all benefits provided herein shall be forfeited. The term for "cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect;
(ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit. If a dispute arises as to discharge for "cause", such dispute shall be resolved by arbitration as set forth in this Executive Plan.

C. DISABILITY BENEFIT:

In the event the Executive becomes disabled prior to any Termination of Service, and the Executive's employment is terminated because of such disability, the Executive shall be entitled to receive one hundred percent (100%) of the Executive's accrued liability balance at the time of said disability taking to consideration the discount rate
[Subparagraph XI(L)].* Said accrued liability balance shall be divided into fifteen (15) annual payments payable for a period of one hundred and eighty (180) months (1/12th of the annual benefit) commencing with the first day of the month following the date of such termination and continuing each month thereafter until said payments have been completed. Said benefit amount is set forth in Column (H) of Exhibit A attached hereto and fully incorporated herein by reference.

*(i) COST OF LIVING INCREASE:

For each year that the Executive shall receive a benefit, said benefit amount shall be increased by three percent (3%) from the previous years benefit amount.

Disability shall be defined in the Executive's Employment Agreement in effect at the time of said termination or, if no Employment Agreement is in effect, then as defined in the Bank's long term termination policy in effect at the time of said disability. If neither definition exists at the time of termination and there is a dispute regarding whether the Executive is disabled, such dispute shall be resolved by a physician selected by the Bank, a physician selected by the Executive, and a third physician selected by each of the other two (2) physicians. Such resolution shall be binding upon all parties to this Agreement.

IX. CHANGE OF CONTROL

Change of Control shall be deemed to be the cumulative transfer of more than fifty percent (50%) of the voting stock of the Bank from the date of this Agreement. For the purposes of this Agreement, transfers on account of deaths or gifts, transfers between family members or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a change in control. Upon a Change of Control, if, within twelve (12) months of said Change of Control the Executive subsequently suffers a Termination of Service (voluntarily or involuntarily) except for cause, or if the Executive's job responsibilities substantially change or the Executive is relocated subsequent to a Change of Control, the Executive shall receive one hundred percent (100%) of the benefit that the Executive would have received had the Executive been employed by the Bank until Normal Retirement Age. Said amount shall be reduced to present value
[Subparagraph XI(L)] to the Executive's Normal Retirement Age and paid to the Executive in a lump sum commencing with the first day of the month following the date of such termination. Said benefit amount is set forth in Column (I) of Exhibit A attached hereto and fully incorporated herein by reference.

Notwithstanding the foregoing, the combined compensation from this Change of Control benefit and any other benefit payable under this Agreement, any other contract provision between the parties, or otherwise on a Change of Control, shall not exceed three (3) times Employee's annualized salary, nor be equal to or in excess of such amount that would constitute a nondeductible or excess parachute payment under Section 280G of the Code or trigger an excise tax under the golden parachute provisions of Section 4999 of the Code.

X. RESTRICTIONS ON FUNDING

The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Executive Plan. The Executive, their beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for matured and unpaid compensation.

The Bank reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Executive Plan or to refrain from funding the same and to determine the extent, nature and method of such funding. Should the Bank elect to fund this Executive Plan, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Bank reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part. At no time shall any Executive be deemed to have any lien nor

right, title or interest in or to any specific funding investment or to any assets of the Bank.

If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, then the Executive shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities.

XI. MISCELLANEOUS

A. ALIENABILITY AND ASSIGNMENT PROHIBITION:

Neither the Executive, nor the Executive's surviving spouse, nor any other beneficiary(ies) under this Executive Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or the Executive's beneficiary(ies), nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Executive or any beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease and terminate.

B. BINDING OBLIGATION OF THE BANK AND ANY SUCCESSOR IN INTEREST:

The Bank shall not merge or consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such bank, firm or person expressly agrees, in writing, to assume and discharge the duties and obligations of the Bank under this Executive Plan. This Executive Plan shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personal representatives.

C. AMENDMENT OR REVOCATION:

It is agreed by and between the parties hereto that, during the lifetime of the Executive, this Executive Plan may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Executive and the Bank.

D. GENDER:

Whenever in this Executive Plan words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

E. EFFECT ON OTHER BANK BENEFIT PLANS:

Nothing contained in this Executive Plan shall affect the right of the Executive to participate in or be covered by any qualified or non-qualified pension, profit-sharing, group, bonus or other supplemental compensation or fringe benefit plan constituting a part of the Bank's existing or future compensation structure.

F. HEADINGS:

Headings and subheadings in this Executive Plan are inserted for reference and convenience only and shall not be deemed a part of this Executive Plan.

G. APPLICABLE LAW:

The validity and interpretation of this Agreement shall be governed by the laws of the State of California.

H. 12 U.S.C. Section 1828(K):

Any payments made to the Executive pursuant to this Executive Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) or any regulations promulgated thereunder.

I. PARTIAL INVALIDITY:

If any term, provision, covenant, or condition of this Executive Plan is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable, and the Executive Plan shall remain in full force and effect notwithstanding such partial invalidity.

J. NOT A CONTRACT OF EMPLOYMENT:

This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Bank to discharge the Executive, or restrict the right of the Executive to terminate employment. At all times, employment shall remain at-will and either party may terminate the agreement with or without cause and with or without notice.

K. EFFECTIVE DATE:

The Effective Date of the Plan shall be June 7, 2000.

L. PRESENT VALUE:

All present value calculations under this Agreement shall be based on the following discount rate:

Discount Rate: The discount rate as used in the FASB 87 calculations for this Executive Plan.

M. CONTRADICTION IN TERMS OF AGREEMENT AND EXHIBITS:

If there is a contradiction in the terms of this agreement and the exhibits attached hereto with the actual amount of said benefit, then the actual amount of said benefit set forth in the agreement shall control.

XII. ERISA PROVISION

A. NAMED FIDUCIARY AND PLAN ADMINISTRATOR:

The "Named Fiduciary and Plan Administrator" of this Executive Plan shall be Clovis Community Bank until its resignation or removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of the Executive Plan. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Executive Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

B. CLAIMS PROCEDURE AND ARBITRATION:

In the event a dispute arises over benefits under this Executive Plan and benefits are not paid to the Executive (or to the Executive's beneficiary(ies) in the case of the Executive's death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above within sixty (60) days from the date payments are refused. The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such claim its specific reasons for such denial, reference to the provisions of this Executive Plan upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. A claim shall be deemed denied if the Named Fiduciary and Plan Administrator fail to take any action within the aforesaid sixty-day period.

If claimants desire a second review they shall notify the Named Fiduciary and Plan Administrator in writing within sixty
(60) days of the first claim denial. Claimants may review this Executive Plan or any documents relating thereto and submit any written issues and comments it may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Plan Agreement upon which the decision is based.

If claimants continue to dispute the benefit denial based upon completed performance of this Executive Plan or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an Arbitrator for final arbitration. The Arbitrator shall be selected by mutual agreement of the Bank and the claimants. The Arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such Arbitrator with respect to any controversy properly submitted to it for determination.

Where a dispute arises as to the Bank's discharge of the Executive for "cause", such dispute shall likewise be submitted to arbitration as above-described and the parties hereto agree to be bound by the decision thereunder.

XIII. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS

The Bank is entering into this Agreement upon the assumption that certain existing tax laws, rules and regulations will continue in effect in their current form. If any said assumptions should change and said change has a detrimental effect on this Executive Plan, then the Bank reserves the right to terminate or modify this Agreement accordingly. Upon a Change of Control (Paragraph IX), this paragraph shall become null and void effective immediately upon said Change of Control.

XIV. EXCESS PARACHUTE PAYMENTS

Notwithstanding any provision of this Agreement to the contrary, if any benefit payment or portion of any benefit payment under this Agreement shall be a non deductible expense to the Bank by reason of Section 280G of the Code the Bank shall be entitled to, at its option, reduce the benefits to be paid under this Agreement to the extent necessary to avoid the application of 280G of the Code to such payment. This provision can be applied to reduce the benefits under this Agreement to zero, if necessary and so elected by the Bank.

XV. COMPETITION AFTER TERMINATION OF EMPLOYMENT

The Bank shall not pay any benefit under this Agreement if the Executive, without the prior written consent of the Bank, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Bank, which enterprise is, or may deemed to be, competitive with any business carried on by the Bank as of the date of termination of the Executive's employment or his retirement. This section shall not apply following a Change of Control.

IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Agreement and executed the original thereof on the 7th day of June, 2000 and that, upon execution, each has received a conforming copy.

CLOVIS COMMUNITY BANK
Clovis, California

/s/ Janice H. Neary                By:  /s/ Daniel J. Doyle
----------------------------           -------------------------------------
Witness                                Daniel J. Doyle
                                       President and Chief Executive Officer



/s/ Janice H. Neary                        /s/ Tom Sommer
----------------------------           -------------------------------------
Witness                                Tom Sommer

PRIMARY DESIGNATION:

         NAME                       ADDRESS                    RELATIONSHIP
         ----                       -------                    ------------

SECONDARY (CONTINGENT) DESIGNATION:

All sums payable under the Executive Salary Continuation Agreement by reason of my death shall be paid to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.

Exhibit 10.23

COPYRIGHT 1996 BANK COMPENSATION STRATEGIES GROUP

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN DOCUMENTING SOLELY YOUR ARRANGEMENT.

CLOVIS COMMUNITY BANK
AMENDED AND RESTATED
DEFERRED FEE AGREEMENT

THIS AGREEMENT is entered into this 14th day of November, 1996 by and between CLOVIS COMMUNITY BANK, a California corporation located in Clovis, California (the "Company"), and DANIEL N. CUNNINGHAM (the "Director").

INTRODUCTION

To encourage the Director to remain a member of the Company's Board of Directors, the Company and the Director entered into a Deferred Fee Agreement on November 1, 1993 (the "prior Agreement"). This Agreement is an amendment and restatement of the Prior Agreement. Amounts deferred under the previous agreement will be "rolled over" and covered under this Agreement. The Company will pay the benefits from its general assets.

AGREEMENT

The Director and the Company agree as follows:

ARTICLE 1

DEFINITIONS

1.1 DEFINITIONS. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the Company's voting common stock such that one person acquires (or is deemed to acquire under Section 318 of the Code) 51% or more of the Company's outstanding voting common stock followed within twelve (12) months by the termination of the Director's status as a member of the Company's Board of Directors.

1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

1.1.3 "DISABILITY" means the Director's inability to perform substantially all normal duties of a director, as determined by the Company's Board of Directors in its sole discretion. As a condition to any benefits, the Company may require the Director to submit to such physical or mental evaluations and tests as the Board of Directors deems appropriate.

1.1.4 "DISTRIBUTION DATE" means November 1, 2003, which is 10 years subsequent to the date of the Prior Agreement..

1.1.5 "ELECTION FORM" means the Form attached as Exhibit A.

1.1.6 "FEES" means the total directors fees payable to the Director.

1.1.7 "TERMINATION OF SERVICE" means the Director's ceasing to be a member of the Company's Board of Directors for any reason whatsoever.

1.1.8 "PROJECTED BENEFIT" means the amount that would have been deemed credited to the Director's Deferral Account balance as of the Distribution Date had the Director continued to defer fees in the same amount as was previously deferred. Also, it presumes that interest is credited to the Director's Deferral Account including the assumed deferrals up to the Distribution Date.

ARTICLE 2

DEFERRAL ELECTION

2.1 INITIAL ELECTION. The Director made an initial deferral election under the Prior Agreement by filing with the Company a signed Election Form within fifteen (15) days after November 1, 1993. The Election Form set forth the Fees to be deferred and the form of benefit payment on the Distribution Date. The Election Form was effective to defer only Fees earned after the date the Election Form is received by the Company. Such Initial Election (or any subsequent election under Section 2.2 that is in effect) shall continue in effect with this Agreement.

2.2 ELECTION CHANGES

2.2.1 GENERALLY. The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Company and obtaining written approval by the Board of Directors of the Company. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Election Form

is received by the Company. The Director may not change the form of benefit payment initially elected under Section 2.1 without the written approval of the Board of Directors of the Company.

2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Company may reduce future deferrals under this Agreement.

ARTICLE 3

DEFERRAL ACCOUNT

3.1 ESTABLISHING AND CREDITING. The Company shall continue to credit the Deferral Account established under the Prior Agreement on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 DEFERRALS. The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2 INTEREST. On each anniversary of the date of this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, interest on the account balance since the preceding credit under this Section 3.1.2, if any, equal to the rate determined by the Company's Board of Directors, in its sole discretion.

3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a segregated fund of any kind. The Director is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director's rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's creditors.

ARTICLE 4

LIFETIME BENEFITS

4.1 NORMAL BENEFIT. Upon the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.1.

4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the Deferral Account balance at the Distribution Date.

4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form.

4.2 EARLY TERMINATION BENEFIT. If the Director terminates service as a director before the Distribution Date, and for reasons other than death or Disability, the Company shall pay to the Director the benefit described in this
Section 4.2.

4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the Deferral Account balance at the Director's Termination of Service.

4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within forty-five (45) days after the Director's Termination of Service.

4.3 DISABILITY BENEFIT. If the Director terminates service as a director for Disability prior to the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.3.

4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the Deferral Account balance at the Director's Termination of Service.

4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form within thirty (30) days after the Director's Termination of Service.

4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the Director is in the active service of the Company, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the Deferral Account balance at the date of the Director's Termination of Service.

4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within thirty (30) days after the Director's Termination of Service.

4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following petition by the Director) that the Director has suffered an unforeseeable financial emergency as described in Section 2.2.2, the Company shall distribute to the Director all or a portion of the Deferral Account balance as determined by the Company, but in no event shall the distribution be greater than is necessary to relieve the financial hardship.

ARTICLE 5

DEATH BENEFITS

5.1 DEATH DURING ACTIVE SERVICE. If the Director dies while in the active service of the Company and prior to the commencement of benefit payments under this Agreement, the Company shall pay to the Director's beneficiary the benefit described in this Section 5.1.

5.1.1 AMOUNT OF BENEFIT. The benefit under Section 5.1 is the greater of:

5.1.1.1 The Director's Projected Benefit less the Director's Deferral Account balance accrued under the Clovest Corporation Deferred Agreement for Daniel N. Cunningham dated __________, 1996, as amended; or

5.1.1.2 The Director's Deferral Account balance at the Director's date of death

The initial Projected Benefit is $205,910. The Director's Projected Benefit may be modified from time to time by resolution of the Board of Directors.

5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the beneficiary in one hundred twenty (120) equal monthly installments commencing on the first day of the month following the Director's Death.

5.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Director's beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

ARTICLE 6

BENEFICIARIES

6.1 BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary by filing a written designation with the Company. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and accepted by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's surviving spouse, if any, and if none, to the Director's surviving children and the descendants of any deceased child by right of representation, and if no children or descendants survive, to the Director's estate.

6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 7

GENERAL LIMITATIONS

7.1 INSURANCE. The Company may acquire an insurance policy on the life of the Director. The Company will be the owner and beneficiary of the policy. The Director will have no interest in or right to the policy.

7.2 SUICIDE. If the Director commits suicide within two years after the date of this Agreement, or if the Director has made any misstatement of fact on the application for life insurance purchased by the Company, the Company shall pay only the Deferral Account balance as of the date of death of the Director notwithstanding any provision of this Agreement to the contrary.

7.3 GENERAL. Notwithstanding anything to the contrary contained in this Agreement, the Director is entitled to only one benefit which shall be determined by the first event to occur which is dealt with by this Agreement. Subsequent occurrence of events dealt with by this Agreement shall not entitle the Director or his or her beneficiaries to other or further benefits under this Agreement.

7.4 TAX CONSEQUENCES. The Company does not insure or guarantee the tax consequences of payments provided hereunder for matters beyond its control, and the Director certifies that his decision to reduce and defer to receive his compensation is not due to any reliance upon financial, tax or legal advice given by the Company, and of its employees, agents, accountants or legal advisors.

ARTICLE 8

CLAIMS AND REVIEW PROCEDURES

8.1 CLAIMS PROCEDURE. The Company shall notify the Director's beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which

the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the beneficiary wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the beneficiary of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

8.2 REVIEW PROCEDURE. If the beneficiary is determined by the Company not to be eligible for benefits, or if the beneficiary believes that he or she is entitled to greater or different benefits, the beneficiary shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the beneficiary (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the beneficiary (or counsel) shall have the right to review the pertinent documents. The Company shall notify the beneficiary of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the beneficiary.

ARTICLE 9
AMENDMENTS AND TERMINATION

The Company may amend or terminate this Agreement at any time prior to the Director's Termination of Service by written notice to the Director. In no event shall this Agreement be terminated without payment to the Director of the Deferral Account balance attributable to the Director's deferrals and interest credited on such amounts.

ARTICLE 10

MISCELLANEOUS

10.1 BINDING EFFECT. This Agreement shall bind the Director and the Company, and their beneficiaries, successors and assigns, survivors, executors, administrators and transferees.

10.2 NO GUARANTY OF SERVICE. This Agreement is not a contract for services. It does not give the Director the right to remain a director of the Company, nor does it interfere with the shareholders' rights to replace the Director. It also does not require the Director to remain a director nor interfere with the Director's right to terminate services at any time.

10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be governed by the laws of California except to the extent preempted by the laws of the United States of America.

10.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits

represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director's life is a general asset of the Company to which the Director and beneficiary have no preferred or secured claim.

10.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.

10.8 ADMINISTRATION. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

10.8.1 Interpreting the provisions of the Agreement;

10.8.2 Establishing and revising the method of accounting for the Agreement;

10.8.3 Maintaining a record of benefit payments; and

10.8.4 Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

IN WITNESS WHEREOF, the Director and a duly authorized Company officer have signed this Agreement.

DIRECTOR:                                            COMPANY:
                                                     CLOVIS COMMUNITY BANK

/s/ DANIEL N. CUNNINGHAM                             BY  /s/  DONALD H. BRUEGMAN
-----------------------------                           ------------------------
DANIEL N. CUNNINGHAM                                          DONALD H. BRUEGMAN
                                                     TITLE: PRESIDENT

                                                     and

                                                     BY  /s/  RONA MELKUS
                                                       -------------------------
                                                              RONA MELKUS
                                                     TITLE: VICE PRESIDENT

COPYRIGHT 1996 BANK COMPENSATION STRATEGIES GROUP

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN DOCUMENTING SOLELY YOUR ARRANGEMENT.

CLOVIS COMMUNITY BANK
AMENDED AND RESTATED
DEFERRED FEE AGREEMENT

THIS AGREEMENT is entered into this 14th day of November, 1996 by and between CLOVIS COMMUNITY BANK, a California corporation located in Clovis, California (the "Company"), and STEVEN MCDONALD (the "Director").

INTRODUCTION

To encourage the Director to remain a member of the Company's Board of Directors, the Company and the Director entered into a Deferred Fee Agreement on November 1, 1993 (the "Prior Agreement"). This Agreement is an amendment and restatement of the Prior Agreement. Amounts deferred under the previous agreement will be "rolled over" and covered under this Agreement. The Company will pay the benefits from its general assets.

AGREEMENT

The Director and the Company agree as follows:

ARTICLE 1

DEFINITIONS

1.1 DEFINITIONS. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the Company's voting common stock such that one person acquires (or is deemed to acquire under Section 318 of the Code) 51% or more of the Company's outstanding voting common stock followed within twelve (12) months by the termination of the Director's status as a member of the Company's Board of Directors.

1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

1.1.3 "DISABILITY" means the Director's inability to perform substantially all normal duties of a director, as determined by the Company's Board of Directors in its sole discretion. As a condition to any benefits, the Company may require the Director to submit to such physical or mental evaluations and tests as the Board of Directors deems appropriate.

1.1.4 "DISTRIBUTION DATE" means November 1, 2003, which is 10 years subsequent to the date of the Prior Agreement.

1.1.5 "ELECTION FORM" means the Form attached as Exhibit A.

1.1.6 "FEES" means the total directors fees payable to the Director.

1.1.7 "TERMINATION OF SERVICE" means the Director's ceasing to be a member of the Company's Board of Directors for any reason whatsoever.

1.1.8 "PROJECTED BENEFIT" means the amount that would have been deemed credited to the Director's Deferral Account balance as of the Distribution Date had the Director continued to defer fees in the same amount as was previously deferred. Also, it presumes that interest is credited to the Director's Deferral Account including the assumed deferrals up to the Distribution Date.

ARTICLE 2

DEFERRAL ELECTION

2.1 INITIAL ELECTION. The Director made an initial deferral election under the Prior Agreement by filing with the Company a signed Election Form within fifteen (15) days after November 1, 1993. The Election Form set forth the Fees to be deferred and the form of benefit payment on the Distribution Date. The Election Form was effective to defer only Fees earned after the date the Election Form is received by the Company. Such Initial Election (or any subsequent election under Section 2.2 that is in effect) shall continue in effect with this Agreement.

2.2 ELECTION CHANGES

2.2.1 GENERALLY. The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Company and obtaining written approval by the Board of Directors of the Company. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Election Form

is received by the Company. The Director may not change the form of benefit payment initially elected under Section 2.1 without the written approval of the Board of Directors of the Company.

2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Company may reduce future deferrals under this Agreement.

ARTICLE 3

DEFERRAL ACCOUNT

3.1 ESTABLISHING AND CREDITING. The Company shall continue to credit the Deferral Account established under the Prior Agreement on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 DEFERRALS. The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2 INTEREST. On each anniversary of the date of this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, interest on the account balance since the preceding credit under this Section 3.1.2, if any, equal to the rate determined by the Company's Board of Directors, in its sole discretion.

3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a segregated fund of any kind. The Director is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director's rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's creditors.

ARTICLE 4

LIFETIME BENEFITS

4.1 NORMAL BENEFIT. Upon the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.1.

4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the Deferral Account balance at the Distribution Date.

4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form.

4.2 EARLY TERMINATION BENEFIT. If the Director terminates service as a director before the Distribution Date, and for reasons other than death or Disability, the Company shall pay to the Director the benefit described in this
Section 4.2.

4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the Deferral Account balance at the Director's Termination of Service.

4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within forty-five (45) days after the Director's Termination of Service.

4.3 DISABILITY BENEFIT. If the Director terminates service as a director for Disability prior to the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.3.

4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the Deferral Account balance at the Director's Termination of Service.

4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form within thirty (30) days after the Director's Termination of Service.

4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the Director is in the active service of the Company, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the Deferral Account balance at the date of the Director's Termination of Service.

4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within thirty (30) days after the Director's Termination of Service.

4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following petition by the Director) that the Director has suffered an unforeseeable financial emergency as described in Section 2.2.2, the Company shall distribute to the Director all or a portion of the Deferral Account balance as determined by the Company, but in no event shall the distribution be greater than is necessary to relieve the financial hardship.

ARTICLE 5

DEATH BENEFITS

5.1 DEATH DURING ACTIVE SERVICE. If the Director dies while in the active service of the Company and prior to the commencement of benefit payments under this Agreement, the Company shall pay to the Director's beneficiary the benefit described in this Section 5.1.

5.1.1 AMOUNT OF BENEFIT. The benefit under Section 5.1 is the greater of:

5.1.1.1 The Director's Projected Benefit less the Director's Deferral Account balance accrued under the Clovest Corporation Deferred Agreement for Steven McDonald dated __________, 1996, as amended; or

5.1.1.2 The Director's Deferral Account balance at the Director's date of death

The initial Projected Benefit is $205,910. The Director's Projected Benefit may be modified from time to time by resolution of the Board of Directors.

5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the beneficiary in one hundred twenty (120) equal monthly installments commencing on the first day of the month following the Director's Death.

5.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Director's beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

ARTICLE 6

BENEFICIARIES

6.1 BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary by filing a written designation with the Company. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and accepted by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's surviving spouse, if any, and if none, to the Director's surviving children and the descendants of any deceased child by right of representation, and if no children or descendants survive, to the Director's estate.

6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 7

GENERAL LIMITATIONS

7.1 INSURANCE. The Company may acquire an insurance policy on the life of the Director. The Company will be the owner and beneficiary of the policy. The Director will have no interest in or right to the policy.

7.2 SUICIDE. If the Director commits suicide within two years after the date of this Agreement, or if the Director has made any misstatement of fact on the application for life insurance purchased by the Company, the Company shall pay only the Deferral Account balance as of the date of death of the Director notwithstanding any provision of this Agreement to the contrary.

7.3 GENERAL. Notwithstanding anything to the contrary contained in this Agreement, the Director is entitled to only one benefit which shall be determined by the first event to occur which is dealt with by this Agreement. Subsequent occurrence of events dealt with by this Agreement shall not entitle the Director or his or her beneficiaries to other or further benefits under this Agreement.

7.4 TAX CONSEQUENCES. The Company does not insure or guarantee the tax consequences of payments provided hereunder for matters beyond its control, and the Director certifies that his decision to reduce and defer to receive his compensation is not due to any reliance upon financial, tax or legal advice given by the Company, and of its employees, agents, accountants or legal advisors.

ARTICLE 8

CLAIMS AND REVIEW PROCEDURES

8.1 CLAIMS PROCEDURE. The Company shall notify the Director's beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which

the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the beneficiary wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the beneficiary of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

8.2 REVIEW PROCEDURE. If the beneficiary is determined by the Company not to be eligible for benefits, or if the beneficiary believes that he or she is entitled to greater or different benefits, the beneficiary shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the beneficiary (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the beneficiary (or counsel) shall have the right to review the pertinent documents. The Company shall notify the beneficiary of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the beneficiary.

ARTICLE 9

AMENDMENTS AND TERMINATION

The Company may amend or terminate this Agreement at any time prior to the Director's Termination of Service by written notice to the Director. In no event shall this Agreement be terminated without payment to the Director of the Deferral Account balance attributable to the Director's deferrals and interest credited on such amounts.

ARTICLE 10

MISCELLANEOUS

10.1 BINDING EFFECT. This Agreement shall bind the Director and the Company, and their beneficiaries, successors and assigns, survivors, executors, administrators and transferees.

10.2 NO GUARANTY OF SERVICE. This Agreement is not a contract for services. It does not give the Director the right to remain a director of the Company, nor does it interfere with the shareholders' rights to replace the Director. It also does not require the Director to remain a director nor interfere with the Director's right to terminate services at any time.

10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be governed by the laws of California except to the extent preempted by the laws of the United States of America.

10.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits

represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director's life is a general asset of the Company to which the Director and beneficiary have no preferred or secured claim.

10.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.

10.8 ADMINISTRATION. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

10.8.1 Interpreting the provisions of the Agreement;

10.8.2 Establishing and revising the method of accounting for the Agreement;

10.8.3 Maintaining a record of benefit payments; and

10.8.4 Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

IN WITNESS WHEREOF, the Director and a duly authorized Company officer have signed this Agreement.

DIRECTOR:                                            COMPANY:
                                                     CLOVIS COMMUNITY BANK

/s/ STEVEN MCDONALD                                  BY  /s/  DONALD H. BRUEGMAN
------------------------                                ------------------------
STEVEN MCDONALD                                               DONALD H. BRUEGMAN
                                                     TITLE: PRESIDENT

                                                     and

                                                     BY  /s/  RONA MELKUS
                                                        ------------------------
                                                              RONA MELKUS
                                                     TITLE: VICE PRESIDENT

COPYRIGHT 1996 BANK COMPENSATION STRATEGIES GROUP

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN DOCUMENTING SOLELY YOUR ARRANGEMENT.

CLOVIS COMMUNITY BANK
AMENDED AND RESTATED
DEFERRED FEE AGREEMENT

THIS AGREEMENT is entered into this 14th day of November, 1996 by and between CLOVIS COMMUNITY BANK, a California corporation located in Clovis, California (the "Company"), and LOUIS MCMURRAY (the "Director").

INTRODUCTION

To encourage the Director to remain a member of the Company's Board of Directors, the Company and the Director entered into a Deferred Fee Agreement on November 1, 1993 (The "Prior Agreements"). This Agreement is an amendment and restatement of the Prior Agreement. Amounts deferred under the previous agreement will be "rolled over" and covered under this Agreement. The Company will pay the benefits from its general assets.

AGREEMENT

The Director and the Company agree as follows:

ARTICLE 1

DEFINITIONS

1.1 DEFINITIONS. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the Company's voting common stock such that one person acquires (or is deemed to acquire under Section 318 of the Code) 51% or more of the Company's outstanding voting common stock followed within twelve (12) months by the termination of the Director's status as a member of the Company's Board of Directors.

1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

1.1.3 "DISABILITY" means the Director's inability to perform substantially all normal duties of a director, as determined by the Company's Board of Directors in its sole discretion. As a condition to any benefits, the Company may require the Director to submit to such physical or mental evaluations and tests as the Board of Directors deems appropriate.

1.1.4 "DISTRIBUTION DATE" means November 1, 2003, which is 10 years subsequent to the date of the Prior Agreement.

1.1.5 "ELECTION FORM" means the Form attached as Exhibit A.

1.1.6 "FEES" means the total directors fees payable to the Director.

1.1.7 "TERMINATION OF SERVICE" means the Director's ceasing to be a member of the Company's Board of Directors for any reason whatsoever.

1.1.8 "PROJECTED BENEFIT" means the amount that would have been deemed credited to the Director's Deferral Account balance as of the Distribution Date had the Director continued to defer fees in the same amount as was previously deferred. Also, it presumes that interest is credited to the Director's Deferral Account including the assumed deferrals up to the Distribution Date.

ARTICLE 2

DEFERRAL ELECTION

2.1 INITIAL ELECTION. The Director made an initial deferral election under the Prior Agreement by filing with the Company a signed Election Form within fifteen (15) days after November 1, 1993. The Election Form set forth the Fees to be deferred and the form of benefit payment on the Distribution Date. The Election Form was effective to defer only Fees earned after the date the Election Form is received by the Company. Such Initial Election (or any subsequent election under Section 2.2 that is in effect) shall continue in effect with this Agreement.

2.2 ELECTION CHANGES

2.2.1 GENERALLY. The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Company and obtaining written approval by the Board of Directors of the Company. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Election Form

is received by the Company. The Director may not change the form of benefit payment initially elected under Section 2.1 without the written approval of the Board of Directors of the Company.

2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Company may reduce future deferrals under this Agreement.

ARTICLE 3

DEFERRAL ACCOUNT

3.1 ESTABLISHING AND CREDITING. The Company shall continue to credit the Deferral Account established under the Prior Agreement on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 DEFERRALS. The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2 INTEREST. On each anniversary of the date of this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, interest on the account balance since the preceding credit under this Section 3.1.2, if any, equal to the rate determined by the Company's Board of Directors, in its sole discretion.

3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a segregated fund of any kind. The Director is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director's rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's creditors.

ARTICLE 4

LIFETIME BENEFITS

4.1 NORMAL BENEFIT. Upon the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.1.

4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the Deferral Account balance at the Distribution Date.

4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form.

4.2 EARLY TERMINATION BENEFIT. If the Director terminates service as a director before the Distribution Date, and for reasons other than death or Disability, the Company shall pay to the Director the benefit described in this
Section 4.2.

4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the Deferral Account balance at the Director's Termination of Service.

4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within forty-five (45) days after the Director's Termination of Service.

4.3 DISABILITY BENEFIT. If the Director terminates service as a director for Disability prior to the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.3.

4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the Deferral Account balance at the Director's Termination of Service.

4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form within thirty (30) days after the Director's Termination of Service.

4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the Director is in the active service of the Company, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the Deferral Account balance at the date of the Director's Termination of Service.

4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within thirty (30) days after the Director's Termination of Service.

4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following petition by the Director) that the Director has suffered an unforeseeable financial emergency as described in Section 2.2.2, the Company shall distribute to the Director all or a portion of the Deferral Account balance as determined by the Company, but in no event shall the distribution be greater than is necessary to relieve the financial hardship.

ARTICLE 5

DEATH BENEFITS

5.1 DEATH DURING ACTIVE SERVICE. If the Director dies while in the active service of the Company and prior to the commencement of benefit payments under this Agreement, the Company shall pay to the Director's beneficiary the benefit described in this Section 5.1.

5.1.1 AMOUNT OF BENEFIT. The benefit under Section 5.1 is the greater of:

5.1.1.1 The Director's Projected Benefit less the Director's Deferral Account balance accrued under the Clovest Corporation Deferred Agreement for Louis McMurray dated __________, 1996, as amended; or

5.1.1.2 The Director's Deferral Account balance at the Director's date of death

The initial Projected Benefit is $205,910. The Director's Projected Benefit may be modified from time to time by resolution of the Board of Directors.

5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the beneficiary in one hundred twenty (120) equal monthly installments commencing on the first day of the month following the Director's Death.

5.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Director's beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

ARTICLE 6

BENEFICIARIES

6.1 BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary by filing a written designation with the Company. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and accepted by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's surviving spouse, if any, and if none, to the Director's surviving children and the descendants of any deceased child by right of representation, and if no children or descendants survive, to the Director's estate.

6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 7

GENERAL LIMITATIONS

7.1 INSURANCE. The Company may acquire an insurance policy on the life of the Director. The Company will be the owner and beneficiary of the policy. The Director will have no interest in or right to the policy.

7.2 SUICIDE. If the Director commits suicide within two years after the date of this Agreement, or if the Director has made any misstatement of fact on the application for life insurance purchased by the Company, the Company shall pay only the Deferral Account balance as of the date of death of the Director notwithstanding any provision of this Agreement to the contrary.

7.3 GENERAL. Notwithstanding anything to the contrary contained in this Agreement, the Director is entitled to only one benefit which shall be determined by the first event to occur which is dealt with by this Agreement. Subsequent occurrence of events dealt with by this Agreement shall not entitle the Director or his or her beneficiaries to other or further benefits under this Agreement.

7.4 TAX CONSEQUENCES. The Company does not insure or guarantee the tax consequences of payments provided hereunder for matters beyond its control, and the Director certifies that his decision to reduce and defer to receive his compensation is not due to any reliance upon financial, tax or legal advice given by the Company, and of its employees, agents, accountants or legal advisors.

ARTICLE 8

CLAIMS AND REVIEW PROCEDURES

8.1 CLAIMS PROCEDURE. The Company shall notify the Director's beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific

reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the beneficiary wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the beneficiary of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

8.2 REVIEW PROCEDURE. If the beneficiary is determined by the Company not to be eligible for benefits, or if the beneficiary believes that he or she is entitled to greater or different benefits, the beneficiary shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the beneficiary (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the beneficiary (or counsel) shall have the right to review the pertinent documents. The Company shall notify the beneficiary of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the beneficiary.

ARTICLE 9

AMENDMENTS AND TERMINATION

The Company may amend or terminate this Agreement at any time prior to the Director's Termination of Service by written notice to the Director. In no event shall this Agreement be terminated without payment to the Director of the Deferral Account balance attributable to the Director's deferrals and interest credited on such amounts.

ARTICLE 10

MISCELLANEOUS

10.1 BINDING EFFECT. This Agreement shall bind the Director and the Company, and their beneficiaries, successors and assigns, survivors, executors, administrators and transferees.

10.2 NO GUARANTY OF SERVICE. This Agreement is not a contract for services. It does not give the Director the right to remain a director of the Company, nor does it interfere with the shareholders' rights to replace the Director. It also does not require the Director to remain a director nor interfere with the Director's right to terminate services at any time.

10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be governed by the laws of California except to the extent preempted by the laws of the United States of America.

10.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general unsecured

creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director's life is a general asset of the Company to which the Director and beneficiary have no preferred or secured claim.

10.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.

10.8 ADMINISTRATION. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

10.8.1 Interpreting the provisions of the Agreement;

10.8.2 Establishing and revising the method of accounting for the Agreement;

10.8.3 Maintaining a record of benefit payments; and

10.8.4 Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

IN WITNESS WHEREOF, the Director and a duly authorized Company officer have signed this Agreement.

DIRECTOR: COMPANY:

                                                     CLOVIS COMMUNITY BANK


/s/ LOUIS MCMURRAY                                   BY  DONALD BRUEGMAN
--------------------------                               -----------------------
LOUIS MCMURRAY                                           DONALD BRUEGMAN
                                                     TITLE: PRESIDENT

                                                     and

                                                     BY  ROBERT DANEKE
                                                         -----------------------
                                                         ROBERT DANEKE
                                                     TITLE: VICE PRESIDENT

COPYRIGHT 1996 BANK COMPENSATION STRATEGIES GROUP

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN DOCUMENTING SOLELY YOUR ARRANGEMENT.

CLOVIS COMMUNITY BANK
AMENDED AND RESTATED
DEFERRED FEE AGREEMENT

THIS AGREEMENT is entered into this 14th day of November, 1996 by and between CLOVIS COMMUNITY BANK, a California corporation located in Clovis, California (the "Company"), and WANDA LEE ROGERS (the "Director").

INTRODUCTION

To encourage the Director to remain a member of the Company's Board of Directors, the Company and the Director entered into a Deferred Fee Agreement on November 1, 1993 (the "Prior Agreement"). This Agreement is an amendment and restatement of the Prior Agreement. Amounts deferred under the previous agreement will be "rolled over" and covered under this Agreement. The Company will pay the benefits from its general assets.

AGREEMENT

The Director and the Company agree as follows:

ARTICLE 1

DEFINITIONS

1.1 DEFINITIONS. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the Company's voting common stock such that one person acquires (or is deemed to acquire under Section 318 of the Code) 51% or more of the Company's outstanding voting common stock followed within twelve (12) months by the termination of the Director's status as a member of the Company's Board of Directors.

1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

1.1.3 "DISABILITY" means the Director's inability to perform substantially all normal duties of a director, as determined by the Company's Board of Directors in its sole discretion. As a condition to any benefits, the Company may require the Director to submit to such physical or mental evaluations and tests as the Board of Directors deems appropriate.

1.1.4 "DISTRIBUTION DATE" means November 1, 2003, which is 10 years subsequent to the date of the Prior Agreement.

1.1.5 "ELECTION FORM" means the Form attached as Exhibit A.

1.1.6 "FEES" means the total directors fees payable to the Director.

1.1.7 "TERMINATION OF SERVICE" means the Director's ceasing to be a member of the Company's Board of Directors for any reason whatsoever.

1.1.8 "PROJECTED BENEFIT" means the amount that would have been deemed credited to the Director's Deferral Account balance as of the Distribution Date had the Director continued to defer fees in the same amount as was previously deferred. Also, it presumes that interest is credited to the Director's Deferral Account including the assumed deferrals up to the Distribution Date.

ARTICLE 2

DEFERRAL ELECTION

2.1 INITIAL ELECTION. The Director made an initial deferral election under the Prior Agreement by filing with the Company a signed Election Form within fifteen (15) days after November 1, 1993. The Election Form set forth the Fees to be deferred and the form of benefit payment on the Distribution Date. The Election Form was effective to defer only Fees earned after the date the Election Form is received by the Company. Such Initial Election (or any subsequent election under Section 2.2 that is in effect) shall continue in effect with this Agreement.

2.2 ELECTION CHANGES

2.2.1 GENERALLY. The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Company and obtaining written approval by the Board of Directors of the Company. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Election Form

is received by the Company. The Director may not change the form of benefit payment initially elected under Section 2.1 without the written approval of the Board of Directors of the Company.

2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Company may reduce future deferrals under this Agreement.

ARTICLE 3

DEFERRAL ACCOUNT

3.1 ESTABLISHING AND CREDITING. The Company shall continue to credit the Deferral Account established under the Prior Agreement on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 DEFERRALS. The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2 INTEREST. On each anniversary of the date of this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, interest on the account balance since the preceding credit under this Section 3.1.2, if any, equal to the rate determined by the Company's Board of Directors, in its sole discretion.

3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a segregated fund of any kind. The Director is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director's rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's creditors.

ARTICLE 4

LIFETIME BENEFITS

4.1 NORMAL BENEFIT. Upon the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.1.

4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the Deferral Account balance at the Distribution Date.

4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form.

4.2 EARLY TERMINATION BENEFIT. If the Director terminates service as a director before the Distribution Date, and for reasons other than death or Disability, the Company shall pay to the Director the benefit described in this
Section 4.2.

4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the Deferral Account balance at the Director's Termination of Service.

4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within forty-five (45) days after the Director's Termination of Service.

4.3 DISABILITY BENEFIT. If the Director terminates service as a director for Disability prior to the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.3.

4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the Deferral Account balance at the Director's Termination of Service.

4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form within thirty (30) days after the Director's Termination of Service.

4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the Director is in the active service of the Company, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the Deferral Account balance at the date of the Director's Termination of Service.

4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within thirty (30) days after the Director's Termination of Service.

4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following petition by the Director) that the Director has suffered an unforeseeable financial emergency as described in Section 2.2.2, the Company shall distribute to the Director all or a portion of the Deferral Account balance as determined by the Company, but in no event shall the distribution be greater than is necessary to relieve the financial hardship.

ARTICLE 5

DEATH BENEFITS

5.1 DEATH DURING ACTIVE SERVICE. If the Director dies while in the active service of the Company and prior to the commencement of benefit payments under this Agreement, the Company shall pay to the Director's beneficiary the benefit described in this Section 5.1.

5.1.1 AMOUNT OF BENEFIT. The benefit under Section 5.1 is the greater of:

5.1.1.1 The Director's Projected Benefit less the Director's Deferral Account balance accrued under the Clovest Corporation Deferred Agreement for Wanda Lee Rogers dated __________, 1996, as amended; or

5.1.1.2 The Director's Deferral Account balance at the Director's date of death

The initial Projected Benefit is $235,329. The Director's Projected Benefit may be modified from time to time by resolution of the Board of Directors.

5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the beneficiary in one hundred twenty (120) equal monthly installments commencing on the first day of the month following the Director's Death.

5.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Director's beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

ARTICLE 6

BENEFICIARIES

6.1 BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary by filing a written designation with the Company. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and accepted by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's surviving spouse, if any, and if none, to the Director's surviving children and the descendants of any deceased child by right of representation, and if no children or descendants survive, to the Director's estate.

6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 7

GENERAL LIMITATIONS

7.1 INSURANCE. The Company may acquire an insurance policy on the life of the Director. The Company will be the owner and beneficiary of the policy. The Director will have no interest in or right to the policy.

7.2 SUICIDE. If the Director commits suicide within two years after the date of this Agreement, or if the Director has made any misstatement of fact on the application for life insurance purchased by the Company, the Company shall pay only the Deferral Account balance as of the date of death of the Director notwithstanding any provision of this Agreement to the contrary.

7.3 GENERAL. Notwithstanding anything to the contrary contained in this Agreement, the Director is entitled to only one benefit which shall be determined by the first event to occur which is dealt with by this Agreement. Subsequent occurrence of events dealt with by this Agreement shall not entitle the Director or his or her beneficiaries to other or further benefits under this Agreement.

7.4 TAX CONSEQUENCES. The Company does not insure or guarantee the tax consequences of payments provided hereunder for matters beyond its control, and the Director certifies that his decision to reduce and defer to receive his compensation is not due to any reliance upon financial, tax or legal advice given by the Company, and of its employees, agents, accountants or legal advisors.

ARTICLE 8

CLAIMS AND REVIEW PROCEDURES

8.1 CLAIMS PROCEDURE. The Company shall notify the Director's beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which

the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the beneficiary wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the beneficiary of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

8.2 REVIEW PROCEDURE. If the beneficiary is determined by the Company not to be eligible for benefits, or if the beneficiary believes that he or she is entitled to greater or different benefits, the beneficiary shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the beneficiary (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the beneficiary (or counsel) shall have the right to review the pertinent documents. The Company shall notify the beneficiary of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the beneficiary.

ARTICLE 9

AMENDMENTS AND TERMINATION

The Company may amend or terminate this Agreement at any time prior to the Director's Termination of Service by written notice to the Director. In no event shall this Agreement be terminated without payment to the Director of the Deferral Account balance attributable to the Director's deferrals and interest credited on such amounts.

ARTICLE 10

MISCELLANEOUS

10.1 BINDING EFFECT. This Agreement shall bind the Director and the Company, and their beneficiaries, successors and assigns, survivors, executors, administrators and transferees.

10.2 NO GUARANTY OF SERVICE. This Agreement is not a contract for services. It does not give the Director the right to remain a director of the Company, nor does it interfere with the shareholders' rights to replace the Director. It also does not require the Director to remain a director nor interfere with the Director's right to terminate services at any time.

10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be governed by the laws of California except to the extent preempted by the laws of the United States of America.

10.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits

represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director's life is a general asset of the Company to which the Director and beneficiary have no preferred or secured claim.

10.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.

10.8 ADMINISTRATION. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

10.8.1 Interpreting the provisions of the Agreement;

10.8.2 Establishing and revising the method of accounting for the Agreement;

10.8.3 Maintaining a record of benefit payments; and

10.8.4 Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

IN WITNESS WHEREOF, the Director and a duly authorized Company officer have signed this Agreement.

DIRECTOR:                                            COMPANY:
                                                     CLOVIS COMMUNITY BANK


/s/ WANDA LEE ROGERS                                 BY  /s/ DONALD BRUEGMAN
-------------------------------                          -----------------------
WANDA LEE ROGERS                                             DONALD BRUEGMAN
                                                     TITLE:  PRESIDENT

                                                     and

                                                     BY  /s/ RONA MELKUS
                                                         -----------------------
                                                             RONA MELKUS
                                                     TITLE:  VICE PRESIDENT

COPYRIGHT 1996 BANK COMPENSATION STRATEGIES GROUP

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN DOCUMENTING SOLELY YOUR ARRANGEMENT.

CLOVIS COMMUNITY BANK
AMENDED AND RESTATED
DEFERRED FEE AGREEMENT

THIS AGREEMENT is entered into this 14th day of November, 1996 by and between CLOVIS COMMUNITY BANK, a California corporation located in Clovis, California (the "Company"), and WILLIAM S. SMITTCAMP (the "Director").

INTRODUCTION

To encourage the Director to remain a member of the Company's Board of Directors, the Company and the Director entered into a Deferred Fee Agreement on November 1, 1993 (The "Prior Agreement"). This Agreement is an amendment and restatement of the Prior Agreement. Amounts deferred under the previous agreement will be "rolled over" and covered under this Agreement. The Company will pay the benefits from its general assets.

AGREEMENT

The Director and the Company agree as follows:

ARTICLE 1

DEFINITIONS

1.1 DEFINITIONS. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the Company's voting common stock such that one person acquires (or is deemed to acquire under Section 318 of the Code) 51% or more of the Company's outstanding voting common stock followed within twelve (12) months by the termination of the Director's status as a member of the Company's Board of Directors.

1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

1.1.3 "DISABILITY" means the Director's inability to perform substantially all normal duties of a director, as determined by the Company's Board of Directors in its sole discretion. As a condition to any benefits, the Company may require the Director to submit to such physical or mental evaluations and tests as the Board of Directors deems appropriate.

1.1.4 "DISTRIBUTION DATE" means November 1, 2003, which is 10 years subsequent to the date of the Prior Agreement.

1.1.5 "ELECTION FORM" means the Form attached as Exhibit A.

1.1.6 "FEES" means the total directors fees payable to the Director.

1.1.7 "TERMINATION OF SERVICE" means the Director's ceasing to be a member of the Company's Board of Directors for any reason whatsoever.

1.1.8 "PROJECTED BENEFIT" means the amount that would have been deemed credited to the Director's Deferral Account balance as of the Distribution Date had the Director continued to defer fees in the same amount as was previously deferred. Also, it presumes that interest is credited to the Director's Deferral Account including the assumed deferrals up to the Distribution Date.

ARTICLE 2

DEFERRAL ELECTION

2.1 INITIAL ELECTION. The Director made an initial deferral election under the Prior Agreement by filing with the Company a signed Election Form within fifteen (15) days after November 1, 1993. The Election Form set forth the Fees to be deferred and the form of benefit payment on the Distribution Date. The Election Form was effective to defer only Fees earned after the date the Election Form is received by the Company. Such Initial Election (or any subsequent election under Section 2.2 that is in effect) shall continue in effect with this Agreement.

2.2 ELECTION CHANGES

2.2.1 GENERALLY. The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Company and obtaining written approval by the Board of Directors of the Company. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Election Form

is received by the Company. The Director may not change the form of benefit payment initially elected under Section 2.1 without the written approval of the Board of Directors of the Company.

2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Company may reduce future deferrals under this Agreement.

ARTICLE 3

DEFERRAL ACCOUNT

3.1 ESTABLISHING AND CREDITING. The Company shall continue to credit the Deferral Account established under the Prior Agreement on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 DEFERRALS. The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2 INTEREST. On each anniversary of the date of this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, interest on the account balance since the preceding credit under this Section 3.1.2, if any, equal to the rate determined by the Company's Board of Directors, in its sole discretion.

3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a segregated fund of any kind. The Director is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director's rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's creditors.

ARTICLE 4

LIFETIME BENEFITS

4.1 NORMAL BENEFIT. Upon the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.1.

4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the Deferral Account balance at the Distribution Date.

4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form.

4.2 EARLY TERMINATION BENEFIT. If the Director terminates service as a director before the Distribution Date, and for reasons other than death or Disability, the Company shall pay to the Director the benefit described in this
Section 4.2.

4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the Deferral Account balance at the Director's Termination of Service.

4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within forty-five (45) days after the Director's Termination of Service.

4.3 DISABILITY BENEFIT. If the Director terminates service as a director for Disability prior to the Distribution Date, the Company shall pay to the Director the benefit described in this Section 4.3.

4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the Deferral Account balance at the Director's Termination of Service.

4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form within thirty (30) days after the Director's Termination of Service.

4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the Director is in the active service of the Company, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the Deferral Account balance at the date of the Director's Termination of Service.

4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the Director in a lump sum within thirty (30) days after the Director's Termination of Service.

4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following petition by the Director) that the Director has suffered an unforeseeable financial emergency as described in Section 2.2.2, the Company shall distribute to the Director all or a portion of the Deferral Account balance as determined by the Company, but in no event shall the distribution be greater than is necessary to relieve the financial hardship.

ARTICLE 5

DEATH BENEFITS

5.1 DEATH DURING ACTIVE SERVICE. If the Director dies while in the active service of the Company and prior to the commencement of benefit payments under this Agreement, the Company shall pay to the Director's beneficiary the benefit described in this Section 5.1.

5.1.1 AMOUNT OF BENEFIT. The benefit under Section 5.1 is the greater of:

5.1.1.1 The Director's Projected Benefit less the Director's Deferral Account balance accrued under the Clovest Corporation Deferred Agreement for William S. Smittcamp dated __________, 1996, as amended; or

5.1.1.2 The Director's Deferral Account balance at the Director's date of death

The initial Projected Benefit is $205,910. The Director's Projected Benefit may be modified from time to time by resolution of the Board of Directors.

5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the beneficiary in one hundred twenty (120) equal monthly installments commencing on the first day of the month following the Director's Death.

5.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Director's beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

ARTICLE 6

BENEFICIARIES

6.1 BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary by filing a written designation with the Company. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and accepted by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's surviving spouse, if any, and if none, to the Director's surviving children and the descendants of any deceased child by right of representation, and if no children or descendants survive, to the Director's estate.

6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 7

GENERAL LIMITATIONS

7.1 INSURANCE. The Company may acquire an insurance policy on the life of the Director. The Company will be the owner and beneficiary of the policy. The Director will have no interest in or right to the policy.

7.2 SUICIDE. If the Director commits suicide within two years after the date of this Agreement, or if the Director has made any misstatement of fact on the application for life insurance purchased by the Company, the Company shall pay only the Deferral Account balance as of the date of death of the Director notwithstanding any provision of this Agreement to the contrary.

7.3 GENERAL. Notwithstanding anything to the contrary contained in this Agreement, the Director is entitled to only one benefit which shall be determined by the first event to occur which is dealt with by this Agreement. Subsequent occurrence of events dealt with by this Agreement shall not entitle the Director or his or her beneficiaries to other or further benefits under this Agreement.

7.4 TAX CONSEQUENCES. The Company does not insure or guarantee the tax consequences of payments provided hereunder for matters beyond its control, and the Director certifies that his decision to reduce and defer to receive his compensation is not due to any reliance upon financial, tax or legal advice given by the Company, and of its employees, agents, accountants or legal advisors.

ARTICLE 8

CLAIMS AND REVIEW PROCEDURES

8.1 CLAIMS PROCEDURE. The Company shall notify the Director's beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which

the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the beneficiary wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the beneficiary of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety-day period.

8.2 REVIEW PROCEDURE. If the beneficiary is determined by the Company not to be eligible for benefits, or if the beneficiary believes that he or she is entitled to greater or different benefits, the beneficiary shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the beneficiary (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the beneficiary (or counsel) shall have the right to review the pertinent documents. The Company shall notify the beneficiary of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Company, but notice of this deferral shall be given to the beneficiary.

ARTICLE 9

AMENDMENTS AND TERMINATION

The Company may amend or terminate this Agreement at any time prior to the Director's Termination of Service by written notice to the Director. In no event shall this Agreement be terminated without payment to the Director of the Deferral Account balance attributable to the Director's deferrals and interest credited on such amounts.

ARTICLE 10

MISCELLANEOUS

10.1 BINDING EFFECT. This Agreement shall bind the Director and the Company, and their beneficiaries, successors and assigns, survivors, executors, administrators and transferees.

10.2 NO GUARANTY OF SERVICE. This Agreement is not a contract for services. It does not give the Director the right to remain a director of the Company, nor does it interfere with the shareholders' rights to replace the Director. It also does not require the Director to remain a director nor interfere with the Director's right to terminate services at any time.

10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be governed by the laws of California except to the extent preempted by the laws of the United States of America.

10.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits

represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director's life is a general asset of the Company to which the Director and beneficiary have no preferred or secured claim.

10.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.

10.8 ADMINISTRATION. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

10.8.1 Interpreting the provisions of the Agreement;

10.8.2 Establishing and revising the method of accounting for the Agreement;

10.8.3 Maintaining a record of benefit payments; and

10.8.4 Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

IN WITNESS WHEREOF, the Director and a duly authorized Company officer have signed this Agreement.

DIRECTOR: COMPANY:

                                                     CLOVIS COMMUNITY BANK


/s/ WILLIAM S. SMITTCAMP                             BY  /s/  DONALD H. BRUEGMAN
-----------------------------                           ------------------------
WILLIAM S. SMITTCAMP                                          DONALD H. BRUEGMAN
                                                     TITLE: PRESIDENT

                                                     and

                                                     BY  /s/  RONA MELKUS
                                                         -----------------------
                                                              RONA MELKUS
                                                     TITLE: VICE PRESIDENT

Insurer:                           Jefferson Pilot
                                   Mass Mutual

Policy Number:                     JP5063505
                                   0036892

Bank:                              Clovis Community Bank

Insured:                           Daniel J. Doyle

Relationship of Insured to Bank:   Executive

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

I. DEFINITIONS

Refer to the policy contract for the definition of all terms in this Agreement.

II. POLICY TITLE AND OWNERSHIP

Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

III. BENEFICIARY DESIGNATION RIGHTS

The Insured (or assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured's share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement.

IV. PREMIUM PAYMENT METHOD

The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to keep the policy in force.

V. TAXABLE BENEFIT

Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service. The Bank (or its administrator) will report to the Insured the amount of imputed income each year on Form W-2 or its equivalent.

VI. DIVISION OF DEATH PROCEEDS

Subject to Paragraphs VII and IX herein, the division of the death proceeds of the policy is as follows:

A. Should the Insured be employed by the Bank and die before the Executive attains age sixty-two (62), the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to Eight Hundred Seventy Four Thousand Dollars and No/00ths ($ 874,000.00), or one hundred percent (100%) of the net at risk insurance portion of the proceeds, whichever amount is less. The net at risk insurance portion is the total proceeds less the cash value of the policy.

B. Should the Insured be employed by the Bank, or retired from the Bank, and die on or subsequent to attaining the age of sixty-two (62), the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to the amount as set forth in Exhibit A, attached hereto and fully incorporated herein by reference, that corresponds to the age of the Insured at the time of death, or one hundred percent (100%) of the net at risk insurance portion of the proceeds, whichever amount is less. The net at risk insurance portion is the total proceeds less the cash value of the policy.

C. Should the Insured not be employed by the Bank at the time of his or her death, and have been involuntarily terminated from employment with the Bank, and die prior to attaining age sixty-two (62), the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be

entitled to the percentage as set forth hereinbelow of the proceeds described in Subparagraph VI (A) above that corresponds to the number of full years the Insured has been employed by the Bank since the Effective Date of this Agreement. Should the Insured not be employed by the Bank at the time of his or her death, and have been involuntarily terminated from employment with the Bank, and die subsequent to attaining age sixty-two (62), the Insured's beneficiary(ies) shall be entitled to the following percentage of the proceeds described in Subparagraph VI (B) hereinabove:

TOTAL YEARS
OF EMPLOYMENT                      VESTED PERCENTAGE
WITH THE BANK                      (TO A MAXIMUM OF 100%)
-------------                      ----------------------
Upon effective
date of agreement:                          20%
1                                           30%
2                                           40%
3                                           50%
4                                           60%
5                                           70%
6                                           80%
7                                           90%
8                                           100%

D. The Bank shall be entitled to the remainder of such proceeds.

E. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

The Bank shall at all times be entitled to an amount equal to the policy's cash value, as that term is defined in the policy contract, less any policy loans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable surrender charges. Such cash value shall be determined as of the date of surrender or death as the case may be.

VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

In the event the policy involves an endowment or annuity element, the Bank's right and interest in any endowment proceeds or annuity benefits, on expiration of

the deferment period, shall be determined under the provisions of this Agreement by regarding such endowment proceeds or the commuted value of such annuity benefits as the policy's cash value. Such endowment proceeds or annuity benefits shall be considered to be like death proceeds for the purposes of division under this Agreement.

IX. TERMINATION OF AGREEMENT

This Agreement shall terminate upon the occurrence of any one of the following:

1. The Insured shall leave the employment of the Bank voluntarily at any time; or

2. The Insured attains the age of seventy-six (76); or

3. The Insured shall be discharged from employment with the Bank for cause. The term for "cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or

4. Surrender, lapse, or other termination of the Policy by the Bank.

Upon such termination, the Insured (or assignee) shall have a fifteen
(15) day option to receive from the Bank an absolute assignment of the policy in consideration of a cash payment to the Bank, whereupon this Agreement shall terminate. Such cash payment referred to hereinabove shall be the greater of:

1. The Bank's share of the cash value of the policy on the date of such assignment, as defined in this Agreement; or

2. The amount of the premiums which have been paid by the Bank prior to the date of such assignment.

If, within said fifteen (15) day period, the Insured fails to exercise said option, fails to procure the entire aforestated cash payment, or dies, then the option shall terminate, and the Insured (or assignee) agrees that all of the Insured's rights, interest and claims in the policy shall terminate as of the date of the termination of this Agreement.

The Insured expressly agrees that this Agreement shall constitute sufficient written notice to the Insured of the Insured's option to receive an absolute assignment of the policy as set forth herein.

Except as provided above, this Agreement shall terminate upon distribution of the death benefit proceeds in accordance with Paragraph VI above.

X. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

The Insured may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the subject policy nor any rights, options, privileges or duties created under this Agreement.

XI. AGREEMENT BINDING UPON THE PARTIES

This Agreement shall bind the Insured and the Bank, their heirs, successors, personal representatives and assigns.

XII. ERISA PROVISIONS

The following provisions are part of this Agreement and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"):

A. NAMED FIDUCIARY AND PLAN ADMINISTRATOR.

The "Named Fiduciary and Plan Administrator" of this Endorsement Method Split Dollar Agreement shall be Clovis Community Bank until resignation or removal by the Board of Directors. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control, and administration of this Split Dollar Plan as established herein. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan, including the employment of advisors and the delegation of any ministerial duties to qualified individuals.

B. FUNDING POLICY.

The funding policy for this Split Dollar Plan shall be to maintain the subject policy in force by paying, when due, all premiums required.

C. BASIS OF PAYMENT OF BENEFITS.

Direct payment by the Insurer is the basis of payment of benefits under this Agreement, with those benefits in turn being based on the payment of premiums as provided in this Agreement.

D. CLAIM PROCEDURES.

Claim forms or claim information as to the subject policy can be obtained by contacting Benmark, Inc. (800-544-6079). When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement.

In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer.

XIII. GENDER

Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

XIV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer for any and all liability.

XV. CHANGE OF CONTROL

Change of Control shall be deemed to be the cumulative transfer of more than fifty percent (50%) of the voting stock of the Bank from the date of this Agreement. For the purposes of this Agreement, transfers on account of deaths or gifts, transfers between family members, or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a Change of Control. Upon a Change of Control, if the Insured's employment is subsequently terminated, except for cause, then the Insured shall be one hundred percent (100%) vested in the benefits promised in this Agreement and, therefore, upon the death of the Insured, the Insured's beneficiary(ies) (designated in accordance with Paragraph III) shall receive the death benefit provided herein as if the Insured had died while employed by the Bank [See Subparagraphs VI (A) & (B)].

XVI. AMENDMENT OR REVOCATION

It is agreed by and between the parties hereto that, during the lifetime of the Insured, this Agreement may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Insured and the Bank.

XVII. EFFECTIVE DATE

The Effective Date of this Agreement shall be June 7, 2000.

XVIII. SEVERABILITY AND INTERPRETATION

If a provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms. Further, in the event that any provision is held to be over broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to law and enforced as amended.

XIX. APPLICABLE LAW

The validity and interpretation of this Agreement shall be governed by the laws of the State of California.

XX. COMPETITION AFTER TERMINATION OF EMPLOYMENT

The Bank shall not pay any benefit under this Agreement if the Insured, without the prior written consent of the Bank, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial

shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Bank, which enterprise is, or may deemed to be, competitive with any business carried on by the Bank as of the date of termination of the Insured's employment or his retirement. This section shall not apply following a Change of Control.

Executed at Clovis, California this 21st day of June, 2000.

CLOVIS COMMUNITY BANK
Clovis, California

/s/ Janice H. Neary                       By: /s/ Daniel N. Cunningham
-----------------------------                ----------------------------------
Witness                                      Daniel N. Cunningham
                                             Chairman of the Board of Directors



/s/ Janice H. Neary                          /s/ Daniel J. Doyle
-----------------------------                ----------------------------------
Witness                                      Daniel J. Doyle

PRIMARY DESIGNATION:

         NAME                     ADDRESS                    RELATIONSHIP
         ----                     -------                    ------------

SECONDARY (CONTINGENT) DESIGNATION:

All sums payable under the Life Insurance Endorsement Method Split Dollar Plan Agreement by reason of my death shall be paid to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.

AGE OF INSURED AT THE                       AMOUNT OF DEATH BENEFIT, OR 100%
TIME OF DEATH                               OF THE NET-AT-RISK, WHICHEVER AMOUNT IS LESS
-------------                               --------------------------------------------
         62                                          $ 854,248.00
         63                                          $ 831,388.00
         64                                          $ 804,448.00
         65                                          $ 773,068.00
         66                                          $ 736,860.00
         67                                          $ 695,409.00
         68                                          $ 648,265.00
         69                                          $ 594,946.00
         70                                          $ 534,934.00
         71                                          $ 467,671.00
         72                                          $ 392,559.00
         73                                          $  308,953.00
         74                                          $  216,163.00
         75                                          $  113, 444.00
         76 or older                                 $  0.00 and this Agreement
                                                     automatically terminates

Insurer:                            Jefferson Pilot
                                    Mass Mutual

Policy Number:                      JP5063506
                                    0036893

Bank:                               Clovis Community Bank

Insured:                            Dorothy Graham

Relationship of Insured to Bank:    Executive

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

I. DEFINITIONS

Refer to the policy contract for the definition of all terms in this Agreement.

II. POLICY TITLE AND OWNERSHIP

Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

III. BENEFICIARY DESIGNATION RIGHTS

The Insured (or assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured's share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement.

IV. PREMIUM PAYMENT METHOD

The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to keep the policy in force.

V. TAXABLE BENEFIT

Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service. The Bank (or its administrator) will report to the Insured the amount of imputed income each year on Form W-2 or its equivalent.

VI. DIVISION OF DEATH PROCEEDS

Subject to Paragraphs VII and IX herein, the division of the death proceeds of the policy is as follows:

A. Should the Insured be employed by the Bank and die before the Executive attains age sixty-five (65), the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to Four Hundred Sixty Six Thousand Dollars and No/00ths ($ 466,000.00), or one hundred percent (100%) of the net at risk insurance portion of the proceeds, whichever amount is less. The net at risk insurance portion is the total proceeds less the cash value of the policy.

B. Should the Insured be employed by the Bank, or retired from the Bank, and die on or subsequent to attaining the age of sixty-five (65), the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to the amount as set forth in Exhibit A, attached hereto and fully incorporated herein by reference, that corresponds to the age of the Insured at the time of death, or one hundred percent (100%) of the net at risk insurance portion of the proceeds, whichever amount is less. The net at risk insurance portion is the total proceeds less the cash value of the policy.

C. Should the Insured not be employed by the Bank at the time of his or her death, and have been involuntarily terminated from employment with the Bank, and die prior to attaining age sixty-five (65), the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to the percentage as set forth hereinbelow of the proceeds described in Subparagraph VI (A) above that corresponds to the number of full years the Insured has been employed by the Bank since the Effective Date of this Agreement. Should the Insured not be employed by the Bank at the time of his or her death, and have been involuntarily terminated from employment with the Bank, and die subsequent to attaining age sixty-five (65)*, the Insured's beneficiary(ies) shall be entitled to the following percentage of the proceeds described in Subparagraph VI (B) hereinabove:

TOTAL YEARS
OF EMPLOYMENT
WITH THE BANK                      VESTED (TO A MAXIMUM OF 100%)
-------------                      -----------------------------
Upon effective
date of agreement:                           0%
1                                           10%
2                                           20%
3                                           30%
4                                           40%
5                                           50%
6                                           60%
7                                           70%
8                                           80%
9                                           90%
10                                          100%

D. The Bank shall be entitled to the remainder of such proceeds.

E. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

The Bank shall at all times be entitled to an amount equal to the policy's cash value, as that term is defined in the policy contract, less any policy loans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable surrender charges. Such cash value shall be determined as of the date of surrender or death as the case may be.

VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

In the event the policy involves an endowment or annuity element, the Bank's right and interest in any endowment proceeds or annuity benefits, on expiration of the deferment period, shall be determined under the provisions of this Agreement by regarding such endowment proceeds or the commuted value of such annuity benefits as the policy's cash value. Such endowment proceeds or annuity benefits shall be considered to be like death proceeds for the purposes of division under this Agreement.

IX. TERMINATION OF AGREEMENT

This Agreement shall terminate upon the occurrence of any one of the following:

1. The Insured shall leave the employment of the Bank involuntarily prior to one (1) full year of employment with the Bank from the Effective Date of this Agreement; or

2. The Insured shall leave the employment of the Bank voluntarily at any time; or

3. The Insured attains the age of seventy-nine (79); or

4. The Insured shall be discharged from employment with the Bank for cause. The term for "cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or

5. Surrender, lapse, or other termination of the Policy by the Bank.

Upon such termination, the Insured (or assignee) shall have a fifteen
(15) day option to receive from the Bank an absolute assignment of the policy in consideration of a cash payment to the Bank, whereupon this Agreement shall terminate. Such cash payment referred to hereinabove shall be the greater of:

1. The Bank's share of the cash value of the policy on the date of such assignment, as defined in this Agreement; or

2. The amount of the premiums which have been paid by the Bank prior to the date of such assignment.

If, within said fifteen (15) day period, the Insured fails to exercise said option, fails to procure the entire aforestated cash payment, or dies, then the option shall terminate, and the Insured (or assignee) agrees that all of the Insured's rights, interest and claims in the policy shall terminate as of the date of the termination of this Agreement.

The Insured expressly agrees that this Agreement shall constitute sufficient written notice to the Insured of the Insured's option to receive an absolute assignment of the policy as set forth herein.

Except as provided above, this Agreement shall terminate upon distribution of the death benefit proceeds in accordance with Paragraph VI above.

X. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

The Insured may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the subject policy nor any rights, options, privileges or duties created under this Agreement.

XI. AGREEMENT BINDING UPON THE PARTIES

This Agreement shall bind the Insured and the Bank, their heirs, successors, personal representatives and assigns.

XII. ERISA PROVISIONS

The following provisions are part of this Agreement and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"):

A. NAMED FIDUCIARY AND PLAN ADMINISTRATOR.

The "Named Fiduciary and Plan Administrator" of this Endorsement Method Split Dollar Agreement shall be Clovis Community Bank until resignation or removal by the Board of Directors. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control, and administration of this Split Dollar Plan as established herein. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan,

including the employment of advisors and the delegation of any ministerial duties to qualified individuals.

B. FUNDING POLICY.

The funding policy for this Split Dollar Plan shall be to maintain the subject policy in force by paying, when due, all premiums required.

C. BASIS OF PAYMENT OF BENEFITS.

Direct payment by the Insurer is the basis of payment of benefits under this Agreement, with those benefits in turn being based on the payment of premiums as provided in this Agreement.

D. CLAIM PROCEDURES.

Claim forms or claim information as to the subject policy can be obtained by contacting Benmark, Inc. (800-544-6079). When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement.

In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer.

XIII. GENDER

Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

XIV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer for any and all liability.

XV. CHANGE OF CONTROL

Change of Control shall be deemed to be the cumulative transfer of more than fifty percent (50%) of the voting stock of the Bank from the date of this Agreement. For the purposes of this Agreement, transfers on account of deaths or gifts, transfers between family members, or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a Change of Control. Upon a Change of Control, if the Insured's employment is subsequently terminated, except for cause, then the Insured shall be one hundred percent (100%) vested in the benefits promised in this Agreement and, therefore, upon the death of the Insured, the Insured's beneficiary(ies) (designated in accordance with Paragraph III) shall receive the death benefit provided herein as if the Insured had died while employed by the Bank [See Subparagraphs VI (A) & (B)].

XVI. AMENDMENT OR REVOCATION

It is agreed by and between the parties hereto that, during the lifetime of the Insured, this Agreement may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Insured and the Bank.

XVII. EFFECTIVE DATE

The Effective Date of this Agreement shall be June 7, 2000.

XVIII. SEVERABILITY AND INTERPRETATION

If a provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms. Further, in the event that any provision is held to be over broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to law and enforced as amended.

XIX. APPLICABLE LAW

The validity and interpretation of this Agreement shall be governed by the laws of the State of California.

XX. COMPETITION AFTER TERMINATION OF EMPLOYMENT

The Bank shall not pay any benefit under this Agreement if the Insured, without the prior written consent of the Bank, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Bank, which enterprise is, or may deemed to be, competitive with any business carried on by the Bank as of the date of termination of the Insured's employment or his retirement. This section shall not apply following a Change of Control.

Executed at Clovis, California this 21st day of June, 2000.

CLOVIS COMMUNITY BANK
Clovis, California

/s/ Janice H. Neary                  By:      /s/ Daniel J. Doyle
-------------------------               -------------------------------------
Witness                                 Daniel J. Doyle
                                        President and Chief Executive Officer

/s/ Janice H. Neary                     /s/ Dorothy Graham
-------------------------               -------------------------------------
Witness                                 Dorothy Graham

PRIMARY DESIGNATION:

         NAME                 ADDRESS                    RELATIONSHIP
         ----                 -------                    ------------

SECONDARY (CONTINGENT) DESIGNATION:

All sums payable under the Life Insurance Endorsement Method Split Dollar Plan Agreement by reason of my death shall be paid to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.

AGE OF INSURED AT THE                       AMOUNT OF DEATH BENEFIT, OR 100%
TIME OF DEATH                               OF THE NET-AT-RISK, WHICHEVER AMOUNT IS LESS
-------------                               --------------------------------------------
         65                                            $ 455,599.00
         66                                            $ 443,407.00
         67                                            $ 429,039.00
         68                                            $ 412,303.00
         69                                            $ 392,992.00
         70                                            $ 370,885.00
         71                                            $ 345,741.00
         72                                            $ 317,305.00
         73                                            $ 285,298.00
         74                                            $ 249,425.00
         75                                            $ 209,365.00
         76                                            $ 164,775.00
         77                                            $ 115,287.00
         78                                            $   60,504.00
         79 or older                                   $   0.00 and this Agreement
                                                       automatically terminates

Insurer:                            Jefferson Pilot
                                    Union Central

Policy Number:                      JP5063507
                                    U200000709

Bank:                               Clovis Community Bank

Insured:                            Gary Quisenberry

Relationship of Insured to Bank:    Executive

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

I. DEFINITIONS

Refer to the policy contract for the definition of all terms in this Agreement.

II. POLICY TITLE AND OWNERSHIP

Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

III. BENEFICIARY DESIGNATION RIGHTS

The Insured (or assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured's share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement.

IV. PREMIUM PAYMENT METHOD

The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to keep the policy in force.

V. TAXABLE BENEFIT

Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service. The Bank (or its administrator) will report to the Insured the amount of imputed income each year on Form W-2 or its equivalent.

VI. DIVISION OF DEATH PROCEEDS

Subject to Paragraphs VII and IX herein, the division of the death proceeds of the policy is as follows:

A. Should the Insured be employed by the Bank and die before the Executive attains age sixty-five (65), the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to Four Hundred Sixty Six Thousand Dollars and No/00ths ($ 466,000.00), or one hundred percent (100%) of the net at risk insurance portion of the proceeds, whichever amount is less. The net at risk insurance portion is the total proceeds less the cash value of the policy.

B. Should the Insured be employed by the Bank, or retired from the Bank, and die on or subsequent to attaining the age of sixty-five (65), the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to the amount as set forth in Exhibit A, attached hereto and fully incorporated herein by reference, that corresponds to the age of the Insured at the time of death, or one hundred percent (100%) of the net at risk insurance portion of the proceeds, whichever amount is less. The net at risk insurance portion is the total proceeds less the cash value of the policy.

C. Should the Insured not be employed by the Bank at the time of his or her death, and have been involuntarily terminated from employment with the Bank, and die prior to attaining age sixty-five (65), the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to the percentage as set forth hereinbelow of the proceeds described in Subparagraph VI (A) above that corresponds to the number of full years the Insured has been employed by the Bank since the Effective Date of this Agreement. Should the Insured not be employed by the Bank at the time of his or her death, and have been involuntarily terminated from employment with the Bank, and die subsequent to attaining age sixty-five (65)*, the Insured's beneficiary(ies) shall be entitled to the following percentage of the proceeds described in Subparagraph VI (B) hereinabove:

TOTAL YEARS
OF EMPLOYMENT
WITH THE BANK                      VESTED (TO A MAXIMUM OF 100%)
-------------                      -----------------------------
0-2                                         0%
3                                           10%
4                                           20%
5                                           30%
6                                           40%
7                                           50%
8                                           60%
9                                           70%
10                                          80%
11                                          90%
12                                          100%

D. The Bank shall be entitled to the remainder of such proceeds.

E. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

The Bank shall at all times be entitled to an amount equal to the policy's cash value, as that term is defined in the policy contract, less any policy loans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable surrender charges. Such cash value shall be determined as of the date of surrender or death as the case may be.

VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

In the event the policy involves an endowment or annuity element, the Bank's right and interest in any endowment proceeds or annuity benefits, on expiration of the deferment period, shall be determined under the provisions of this Agreement by regarding such endowment proceeds or the commuted value of such annuity benefits as the policy's cash value. Such endowment proceeds or annuity benefits shall be considered to be like death proceeds for the purposes of division under this Agreement.

IX. TERMINATION OF AGREEMENT

This Agreement shall terminate upon the occurrence of any one of the following:

1. The Insured shall leave the employment of the Bank involuntarily prior to two (2) full years of employment with the Bank from the Effective Date of this Agreement; or

2. The Insured shall leave the employment of the Bank voluntarily at any time; or

3. The Insured attains the age of seventy-nine (79); or

4. The Insured shall be discharged from employment with the Bank for cause. The term for "cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or

5. Surrender, lapse, or other termination of the Policy by the Bank.

Upon such termination, the Insured (or assignee) shall have a fifteen
(15) day option to receive from the Bank an absolute assignment of the policy in consideration of a cash payment to the Bank, whereupon this Agreement shall terminate. Such cash payment referred to hereinabove shall be the greater of:

1. The Bank's share of the cash value of the policy on the date of such assignment, as defined in this Agreement; or

2. The amount of the premiums which have been paid by the Bank prior to the date of such assignment.

If, within said fifteen (15) day period, the Insured fails to exercise said option, fails to procure the entire aforestated cash payment, or dies, then the option shall terminate, and the Insured (or assignee) agrees that all of the Insured's rights, interest and claims in the policy shall terminate as of the date of the termination of this Agreement.

The Insured expressly agrees that this Agreement shall constitute sufficient written notice to the Insured of the Insured's option to receive an absolute assignment of the policy as set forth herein.

Except as provided above, this Agreement shall terminate upon distribution of the death benefit proceeds in accordance with Paragraph VI above.

X. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

The Insured may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the subject policy nor any rights, options, privileges or duties created under this Agreement.

XI. AGREEMENT BINDING UPON THE PARTIES

This Agreement shall bind the Insured and the Bank, their heirs, successors, personal representatives and assigns.

XII. ERISA PROVISIONS

The following provisions are part of this Agreement and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"):

A. NAMED FIDUCIARY AND PLAN ADMINISTRATOR.

The "Named Fiduciary and Plan Administrator" of this Endorsement Method Split Dollar Agreement shall be Clovis Community Bank until resignation or removal by the Board of Directors. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control, and administration of this Split Dollar Plan as established herein. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan,

including the employment of advisors and the delegation of any ministerial duties to qualified individuals.

B. FUNDING POLICY.

The funding policy for this Split Dollar Plan shall be to maintain the subject policy in force by paying, when due, all premiums required.

C. BASIS OF PAYMENT OF BENEFITS.

Direct payment by the Insurer is the basis of payment of benefits under this Agreement, with those benefits in turn being based on the payment of premiums as provided in this Agreement.

D. CLAIM PROCEDURES.

Claim forms or claim information as to the subject policy can be obtained by contacting Benmark, Inc. (800-544-6079). When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement.

In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer.

XIII. GENDER

Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

XIV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer for any and all liability.

XV. CHANGE OF CONTROL

Change of Control shall be deemed to be the cumulative transfer of more than fifty percent (50%) of the voting stock of the Bank from the date of this Agreement. For the purposes of this Agreement, transfers on account of deaths or gifts, transfers between family members, or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a Change of Control. Upon a Change of Control, if the Insured's employment is subsequently terminated, except for cause, then the Insured shall be one hundred percent (100%) vested in the benefits promised in this Agreement and, therefore, upon the death of the Insured, the Insured's beneficiary(ies) (designated in accordance with Paragraph III) shall receive the death benefit provided herein as if the Insured had died while employed by the Bank [See Subparagraphs VI (A) & (B)].

XVI. AMENDMENT OR REVOCATION

It is agreed by and between the parties hereto that, during the lifetime of the Insured, this Agreement may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Insured and the Bank.

XVII. EFFECTIVE DATE

The Effective Date of this Agreement shall be June 7, 2000.

XVIII. SEVERABILITY AND INTERPRETATION

If a provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms. Further, in the event that any provision is held to be over broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to law and enforced as amended.

XIX. APPLICABLE LAW

The validity and interpretation of this Agreement shall be governed by the laws of the State of California.

XX. COMPETITION AFTER TERMINATION OF EMPLOYMENT

The Bank shall not pay any benefit under this Agreement if the Insured, without the prior written consent of the Bank, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Bank, which enterprise is, or may deemed to be, competitive with any business carried on by the Bank as of the date of termination of the Insured's employment or his retirement. This section shall not apply following a Change of Control.

Executed at Clovis, California this 21st day of June, 2000.

CLOVIS COMMUNITY BANK
Clovis, California

/s/ Janice H. Neary                    By:  /s/ Daniel J. Doyle
------------------------------             -------------------------------------
Witness                                    Daniel J. Doyle
                                           President and Chief Executive Officer




/s/ Janice H. Neary                        /s/ Gary Quisenberry
------------------------------             -------------------------------------
Witness                                    Gary Quisenberry

PRIMARY DESIGNATION:

         NAME                    ADDRESS                    RELATIONSHIP
         ----                    -------                    ------------

SECONDARY (CONTINGENT) DESIGNATION:

All sums payable under the Life Insurance Endorsement Method Split Dollar Plan Agreement by reason of my death shall be paid to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.

AGE OF INSURED AT THE                       AMOUNT OF DEATH BENEFIT, OR 100%
TIME OF DEATH                               OF THE NET-AT-RISK, WHICHEVER AMOUNT IS LESS
-------------                               --------------------------------------------
         65                                             $ 455,599.00
         66                                             $ 443,407.00
         67                                             $ 429,039.00
         68                                             $ 412,303.00
         69                                             $ 392,992.00
         70                                             $ 370,885.00
         71                                             $ 345,741.00
         72                                             $ 317,305.00
         73                                             $ 285,298.00
         74                                             $ 249,425.00
         75                                             $ 209,365.00
         76                                             $ 164,775.00
         77                                             $ 115,287.00
         78                                             $   60,504.00
         79 or older                                    $   0.00 and this Agreement
                                                        automatically terminates

Insurer:                            Jefferson Pilot
Union Central

Policy Number:                      JP5063504
                                    U200000706

Bank:                               Clovis Community Bank

Insured:                            Tom Sommer

Relationship of Insured to Bank:    Executive

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

I. DEFINITIONS

Refer to the policy contract for the definition of all terms in this Agreement.

II. POLICY TITLE AND OWNERSHIP

Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

III. BENEFICIARY DESIGNATION RIGHTS

The Insured (or assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured's share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement.

IV. PREMIUM PAYMENT METHOD

The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to keep the policy in force.

V. TAXABLE BENEFIT

Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service. The Bank (or its administrator) will report to the Insured the amount of imputed income each year on Form W-2 or its equivalent.

VI. DIVISION OF DEATH PROCEEDS

Subject to Paragraphs VII and IX herein, the division of the death proceeds of the policy is as follows:

A. Should the Insured be employed by the Bank and die before the Executive attains age sixty-five (65), the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to Four Hundred Sixty Six Thousand Dollars and No/00ths ($ 466,000.00), or one hundred percent (100%) of the net at risk insurance portion of the proceeds, whichever amount is less. The net at risk insurance portion is the total proceeds less the cash value of the policy.

B. Should the Insured be employed by the Bank, or retired from the Bank, and die on or subsequent to attaining the age of sixty-five (65), the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to the amount as set forth in Exhibit A, attached hereto and fully incorporated herein by reference, that corresponds to the age of the Insured at the time of death, or one hundred percent (100%) of the net at risk insurance portion of the proceeds, whichever amount is less. The net at risk insurance portion is the total proceeds less the cash value of the policy.

C. Should the Insured not be employed by the Bank at the time of his or her death, and have been involuntarily terminated from employment with the Bank, and die prior to attaining age sixty-five (65), the Insured's beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to the percentage as set forth hereinbelow of the proceeds described in Subparagraph VI (A) above that corresponds to the number of full years the Insured has been employed by the Bank since the Effective Date of this Agreement. Should the Insured not be employed by the Bank at the time of his or her death, and have been involuntarily terminated from employment with the Bank, and die subsequent to attaining age sixty-five (65)*, the Insured's beneficiary(ies) shall be entitled to the following percentage of the proceeds described in Subparagraph VI (B) hereinabove:

TOTAL YEARS
OF EMPLOYMENT
WITH THE BANK                      VESTED (TO A MAXIMUM OF 100%)
-------------                      --------------------------
0-2                                         0%
3                                           10%
4                                           20%
5                                           30%
6                                           40%
7                                           50%
8                                           60%
9                                           70%
10                                          80%
11                                          90%
12                                          100%

D. The Bank shall be entitled to the remainder of such proceeds.

E. The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.

VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

The Bank shall at all times be entitled to an amount equal to the policy's cash value, as that term is defined in the policy contract, less any policy loans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable surrender charges. Such cash value shall be determined as of the date of surrender or death as the case may be.

VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

In the event the policy involves an endowment or annuity element, the Bank's right and interest in any endowment proceeds or annuity benefits, on expiration of the deferment period, shall be determined under the provisions of this Agreement by regarding such endowment proceeds or the commuted value of such annuity benefits as the policy's cash value. Such endowment proceeds or annuity benefits shall be considered to be like death proceeds for the purposes of division under this Agreement.

IX. TERMINATION OF AGREEMENT

This Agreement shall terminate upon the occurrence of any one of the following:

1. The Insured shall leave the employment of the Bank involuntarily prior to two (2) full years of employment with the Bank from the Effective Date of this Agreement; or

2. The Insured shall leave the employment of the Bank voluntarily at any time; or

3. The Insured attains the age of seventy-nine (79); or

4. The Insured shall be discharged from employment with the Bank for cause. The term for "cause" shall mean any of the following that result in an adverse effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission of a felony or gross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit; or

5. Surrender, lapse, or other termination of the Policy by the Bank.

Upon such termination, the Insured (or assignee) shall have a fifteen
(15) day option to receive from the Bank an absolute assignment of the policy in consideration of a cash payment to the Bank, whereupon this Agreement shall terminate. Such cash payment referred to hereinabove shall be the greater of:

1. The Bank's share of the cash value of the policy on the date of such assignment, as defined in this Agreement; or

2. The amount of the premiums which have been paid by the Bank prior to the date of such assignment.

If, within said fifteen (15) day period, the Insured fails to exercise said option, fails to procure the entire aforestated cash payment, or dies, then the option shall terminate, and the Insured (or assignee) agrees that all of the Insured's rights, interest and claims in the policy shall terminate as of the date of the termination of this Agreement.

The Insured expressly agrees that this Agreement shall constitute sufficient written notice to the Insured of the Insured's option to receive an absolute assignment of the policy as set forth herein.

Except as provided above, this Agreement shall terminate upon distribution of the death benefit proceeds in accordance with Paragraph VI above.

X. INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

The Insured may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the subject policy nor any rights, options, privileges or duties created under this Agreement.

XI. AGREEMENT BINDING UPON THE PARTIES

This Agreement shall bind the Insured and the Bank, their heirs, successors, personal representatives and assigns.

XII. ERISA PROVISIONS

The following provisions are part of this Agreement and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"):

A. NAMED FIDUCIARY AND PLAN ADMINISTRATOR.

The "Named Fiduciary and Plan Administrator" of this Endorsement Method Split Dollar Agreement shall be Clovis Community Bank until resignation or removal by the Board of Directors. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control, and administration of this Split Dollar Plan as established herein. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan,

including the employment of advisors and the delegation of any ministerial duties to qualified individuals.

B. FUNDING POLICY.

The funding policy for this Split Dollar Plan shall be to maintain the subject policy in force by paying, when due, all premiums required.

C. BASIS OF PAYMENT OF BENEFITS.

Direct payment by the Insurer is the basis of payment of benefits under this Agreement, with those benefits in turn being based on the payment of premiums as provided in this Agreement.

D. CLAIM PROCEDURES.

Claim forms or claim information as to the subject policy can be obtained by contacting Benmark, Inc. (800-544-6079). When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement.

In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer.

XIII. GENDER

Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

XIV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer for any and all liability.

XV. CHANGE OF CONTROL

Change of Control shall be deemed to be the cumulative transfer of more than fifty percent (50%) of the voting stock of the Bank from the date of this Agreement. For the purposes of this Agreement, transfers on account of deaths or gifts, transfers between family members, or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a Change of Control. Upon a Change of Control, if the Insured's employment is subsequently terminated, except for cause, then the Insured shall be one hundred percent (100%) vested in the benefits promised in this Agreement and, therefore, upon the death of the Insured, the Insured's beneficiary(ies) (designated in accordance with Paragraph III) shall receive the death benefit provided herein as if the Insured had died while employed by the Bank [See Subparagraphs VI (A) & (B)].

XVI. AMENDMENT OR REVOCATION

It is agreed by and between the parties hereto that, during the lifetime of the Insured, this Agreement may be amended or revoked at any time or times, in whole or in part, by the mutual written consent of the Insured and the Bank.

XVII. EFFECTIVE DATE

The Effective Date of this Agreement shall be June 7, 2000.

XVIII. SEVERABILITY AND INTERPRETATION

If a provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms. Further, in the event that any provision is held to be over broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to law and enforced as amended.

XIX. APPLICABLE LAW

The validity and interpretation of this Agreement shall be governed by the laws of the State of California.

XX. COMPETITION AFTER TERMINATION OF EMPLOYMENT

The Bank shall not pay any benefit under this Agreement if the Insured, without the prior written consent of the Bank, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Bank, which enterprise is, or may deemed to be, competitive with any business carried on by the Bank as of the date of termination of the Insured's employment or his retirement. This section shall not apply following a Change of Control.

Executed at Clovis, California this 21st day of June, 2000.

CLOVIS COMMUNITY BANK
Clovis, California

/s/ Janice H. Neary                     By:   /s/ Daniel J. Doyle
------------------------                   ------------------------------------
Witness                                    Daniel J. Doyle
                                           President and Chief Executive Officer




/s/ Janice H. Neary                        /s/ Tom Sommer
------------------------                   ------------------------------------
Witness                                    Tom Sommer

PRIMARY DESIGNATION:

         NAME                   ADDRESS                    RELATIONSHIP
         ----                   -------                    ------------

SECONDARY (CONTINGENT) DESIGNATION:

All sums payable under the Life Insurance Endorsement Method Split Dollar Plan Agreement by reason of my death shall be paid to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.

AGE OF INSURED AT THE                       AMOUNT OF DEATH BENEFIT, OR 100%
TIME OF DEATH                               OF THE NET-AT-RISK, WHICHEVER AMOUNT IS LESS
---------------------                       --------------------------------------------
         65                                                   $ 455,599.00
         66                                                   $ 443,407.00
         67                                                   $ 429,039.00
         68                                                   $ 412,303.00
         69                                                   $ 392,992.00
         70                                                   $ 370,885.00
         71                                                   $ 345,741.00
         72                                                   $ 317,305.00
         73                                                   $ 285,298.00
         74                                                   $ 249,425.00
         75                                                   $ 209,365.00
         76                                                   $ 164,775.00
         77                                                   $ 115,287.00
         78                                                   $   60,504.00
         79 or older                                          $   0.00 and this Agreement
                                                              automatically terminates