EXECUTIVE SALARY CONTINUATION BENEFITS AGREEMENT

         This  Agreement  is by  and  between  SOUTH  VALLEY  NATIONAL  BANK , a
national  association (the "Bank"),  and BRAD L. SMITH (the  "Executive") and is
dated as of March 24, 1998.

         A. The Executive is employed by the Bank as its President;

         B. The Bank  desires  that the  Executive's  services  be  retained  as
hereinafter provided;

         C. The  Executive  is  willing to  continue  in the employ of the Bank,
provided  that  the  Bank  agrees  to pay to the  Executive  or the  Executive's
Designated Beneficiaries (as defined below), certain benefits in accordance with
the terms and conditions hereinafter set forth; and

         D. Both the Executive and the Bank  acknowledge and agree that in order
to retain the Executive  and provide him with  appropriate  benefits,  the prior
Agreement is amended and restated in its entirety as follows.

         In consideration of the services to be performed in the future, as well
as the mutual promises and covenants herein contained, it is agreed as follows:


                                    ARTICLE 1
                                   DEFINITIONS

         1.1.  Change  of  Control  shall  be  deemed  to have  occurred  if the
conditions  set forth in any one of the  following  paragraphs  shall  have been
satisfied after the date of this Agreement:

                  (a)      any Person (as defined  below) becomes the Beneficial
                           Owner (as defined below), directly or indirectly,  of
                           securities  of the  Corporation  representing  25% or
                           more   of   the   combined   voting   power   of  the
                           Corporation's then outstanding securities; or

                  (b)      the  majority  of  the  Board  of  Directors  of  the
                           Corporation  ceases to be comprised of the members of
                           the Board on the date hereof or the  nominees of such
                           members; or

                  (c)      the shareholders of the Corporation  approve a merger
                           or  consolidation  of the Corporation  with any other
                           corporation, other than (i) a merger or consolidation
                           which would  result in the voting  securities  of the
                           Corporation  outstanding  immediately  prior  thereto



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                           continuing   to   represent   (either  by   remaining
                           outstanding   or  by  being   converted  into  voting
                           securities of the surviving  entity),  in combination
                           with the ownership of any trustee or other  fiduciary
                           holding  securities under an employee benefit plan of
                           the Corporation,  at least 51% of the combined voting
                           power of the voting  securities of the Corporation or
                           such surviving entity  outstanding  immediately after
                           such  merger  or  consolidation,  or (ii) a merger or
                           consolidation     effected     to     implement     a
                           recapitalization   of  the  Corporation  (or  similar
                           transaction)  in which no Person  acquires  more than
                           49% of the combined voting power of the Corporation's
                           then outstanding securities; or

                  (d)      the shareholders of the Corporation approve a plan of
                           complete   liquidation  of  the   Corporation  or  an
                           agreement  for  the  sale  or   disposition   by  the
                           Corporation  of  all  or  substantially  all  of  the
                           Corporation's assets.

         For the purposes of this Paragraph 1.1, "Person" shall have the meaning
given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  as  modified  and used in Sections  13(d) and 14(d)  thereof;
however,  a  Person  shall  not  include  (i)  the  Corporation  or  any  of its
subsidiaries,  (ii) a trustee or other  fiduciary  holding  securities  under an
employee benefit plan of the Corporation or any of its subsidiaries, or (iii) an
underwriter  temporarily  holding  securities  pursuant  to an  offering of such
securities.  "Beneficial  Owner"  shall have the  meaning  defined in Rule 13d-3
under the Exchange Act.

         1.2.  Designated  Beneficiary shall mean the person or persons whom the
Executive shall designate in a valid Beneficiary  Designation  Notice to receive
the benefits provided hereunder. A Beneficiary Designation Notice shall be valid
only if:

                  (a)      it is in the form  attached  hereto as  Exhibit A and
                           made a part hereof; and

                  (b)      it is  received  by  the  Named  Fiduciary  and  Plan
                           Administrator prior to the Executive's death.

         1.3.  Disability shall mean an inability to  substantially  perform the
essential functions of the Executive's  position at the Bank for a period of one
hundred eighty (180) days due to a physical or mental disability,  as determined
by a physician in the case of physical  disability,  or psychiatrist in the case
of mental  disability,  licensed to practice medicine in California and selected
jointly by the Bank and the Executive.

         1.4. Employment Agreement shall mean the written employment  agreement,
if any, between the Executive and the Bank.

         1.5.     Named Fiduciary and Plan Administrator shall mean the Bank.

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<PAGE>


         1.6.  Surviving  Spouse  shall mean the person,  if any, who is legally
married to the Executive on the date of the Executive's death.

         1.7.  Termination for Cause shall mean termination of the employment of
the Executive by reason of any of the following:

                  (a)      failure to qualify  for a surety  bond as provided in
                           Paragraph 11 of the Employment Agreement;

                  (b)      violation of any law, rule or regulation  (other than
                           a traffic violation or similar offense);

                  (c)      acts  causing  termination  of  the  Bank's  Banker's
                           Blanket Bond with respect to the Executive;

                  (d)      repeated   insobriety   or  usage  of  drugs  without
                           prescription;

                  (e)      misappropriation of the Bank's property;

                  (f)      any act of dishonesty;

                  (g)      neglect  of  duties or  negligence  in  carrying  out
                           duties;

                  (h)      repeated unexcused absence;

                  (i)      breach of any material  provision of this  Agreement;
                           and

                  (j)      any act or omission that is seriously  detrimental to
                           the Bank's interests.


                                    ARTICLE 2
                                   EMPLOYMENT

         2.1.  Employment.  The Bank agrees to employ the Executive as President
or in such  other  capacity  as the  Bank  may from  time to time  determine  in
accordance with the Employment Agreement with the Executive. The Executive shall
continue in the employ of the Bank in such  capacity  and shall hold and perform
the customary  responsibilities and duties of this position as designated by the
Bylaws of the Bank and as directed by the Bank  through its Boards of  Directors
in  accordance  with the  Employment  Agreement.  The  Executive  has a separate
Employment  Agreement  with the  Bank,  and in the event of any  discrepancy  or
different  treatment  of any  term or  condition  in this  Agreement  from  such
Employment  Agreement,  or any renewal or  extension  thereof,  such  Employment
Agreement shall control,  except that such Employment  Agreement shall not limit
in any way the  timing or the  amount of  benefits  to be paid to the  Executive
under this Agreement.

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<PAGE>


         2.2.  Full Efforts.  The  Executive  agrees to devote his full time and
attention  exclusively  to the  business  and affairs of the Bank except  during
vacation  periods,  and to use  his  best  efforts  to  furnish  faithfully  and
satisfactorily services to the Bank.

         2.3. Fringe Benefits. The salary continuation benefits provided by this
Agreement  are  granted  by the  Bank as an  additional  fringe  benefit  to the
Executive  and are not a part of any salary  reduction  plan or any  arrangement
deferring a bonus or a salary increase.  The Executive has no option to take any
current payments or bonus in lieu of these salary continuation benefits.


                                    ARTICLE 3
                     BENEFITS PAYABLE UPON NORMAL RETIREMENT

         3.1.  Normal  Retirement.  If  the  Executive  shall  continue  in  the
employment  of the Bank at least  until  attaining  the age of  sixty-five  (65)
years, the Executive may retire from active daily employment as of the first day
of the month  following  attainment of the age of sixty-five  (65), or upon such
later date as may be mutually agreed upon by the Executive and the Bank ("Normal
Retirement").  Notwithstanding  anything to the contrary,  this Section 3.1 does
not prohibit the Executive  from  continuing to work after the age of sixty-five
(65) years.

         3.2. Normal Retirement Benefits. Upon Normal Retirement, the Bank shall
pay to the Executive,  Fifty Thousand Dollars  ($50,000.00) per year, payable in
equal  monthly  installments  commencing  on the first  day of the  first  month
following  the date of Normal  Retirement,  for a period of One  Hundred  Eighty
(180) months,  subject to the  conditions  and  limitations  hereafter set forth
("Normal Retirement Benefits").  The Normal Retirement Benefits shall be in lieu
of any other retirement,  death,  disability or termination  benefits under this
Agreement.

         3.3. Payment of Normal Retirement Benefits to Designated Beneficiary or
Surviving  Spouse.  In the event the  Executive  dies before  receiving the full
amount of Normal Retirement  Benefits to which he is entitled under Section 3.2,
the Bank will continue to make  payments of the remaining  balance of the Normal
Retirement  Benefits to the  Designated  Beneficiary.  If there is no Designated
Beneficiary  prior to the  Executive's  death,  the Bank will  continue  to make
payments  of the  remaining  balance of the Normal  Retirement  Benefits  to the
Executive's  Surviving  Spouse at the time of death, or if there is no Surviving
Spouse, to a duly qualified personal  representative,  executor or administrator
of the Executive's estate.

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<PAGE>


                                    ARTICLE 4
                    BENEFITS PAYABLE UPON DEATH OR DISABILITY

         4.1.  Death  Benefits.  In the event  the  Executive  should  die while
actively  employed by the Bank at any time after the date of this  Agreement and
after the age of 55, but prior to (a) Early  Retirement  (as  defined in Article
6.1), (b) Normal  Retirement or (c) retirement after the age of sixty-five (65),
the Bank will pay to the  benefits  set forth in Section 3.2  commencing  on the
first day of the first month following the Executive's death ("Death  Benefits")
in  accordance  with the  payment  provisions  set forth in Section 3.2 and 3.3.
Death  Benefits  shall  be  in  lieu  of  any  other  retirement  disability  or
termination benefits under this Agreement.

         4.2.  Disability  Benefits.   In  the  event  the  Executive  incurs  a
Disability while actively employed by the Bank at any time after the date of the
Agreement and after the age of 55, but prior to (a) Early Retirement (as defined
in  Article  6.1),  (b) Normal  Retirement  or (c)  retirement  after the age of
sixty-five  (65)  (the  "Disability  Date") , he shall be  entitled  to  receive
disability benefits determined by the following formula:

Multiplying the Normal  Retirement  Benefits  determined  under Section 3.2 by a
fraction,  the  numerator of which is actual  number of months the Executive has
been employed by the Bank  (including any period of service with any predecessor
of the Bank) until the  Disability  Date,  and the  denominator  of which is the
total  number of months  the  Executive  would  have been  employed  by the Bank
(including  any period of service with any  predecessor of the Bank) at the date
the Executive would have attained age 65 ("Disability Benefits").

The  Disability  Benefits  shall be payable to the  Executive  in equal  monthly
installments  over a period not to exceed One  Hundred  Eighty  (180)  months as
mutually  agreed upon by the Bank and the Executive  commencing on the first day
of the first month following the Disability Date. The Disability  Benefits shall
be in lieu of any other  retirement,  death or  termination  benefits under this
Agreement.  In the event the Executive dies before  receiving the full amount of
Disability  Benefits to which he is entitled  under this  Section  4.2, the Bank
will  continue  to make  payments  of the  remaining  balance of the  Disability
Benefits in accordance with Section 3.3.


                                    ARTICLE 5
                 BENEFITS PAYABLE UPON TERMINATION OF EMPLOYMENT
                        BY THE BANK AND CHANGE OF CONTROL

         5.1.  Termination  of  Employment.  The  Bank  reserves  the  right  to
terminate  employment  of the  Executive  at any  time  prior to  retirement  in
accordance  with the Employment  Agreement.  In the event that the employment of
the Executive is terminated prior to (a) Early Retirement (as defined in Article
6.1), (b) Normal  Retirement or

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<PAGE>


(c) retirement after the age of sixty-five (65), the Executive shall be entitled
to the following benefits under the following circumstances:

                  (a) Termination Without Cause. If the Executive's  termination
         of employment  is not a Voluntary  Termination,  nor a Termination  For
         Cause  and the  Executive  has not  reached  the  age of 55,  then  the
         Executive  shall not be entitled to any benefits or payments under this
         Agreement.  If  the  Executive's  termination  of  employment  is not a
         Voluntary  Termination nor a Termination for Cause and the Executive is
         at least 55  years  old,  then  the  Bank  shall  pay to the  Executive
         benefits  set forth in Section 3.2  commencing  on the first day of the
         first month following such date of termination of employment subject to
         the  conditions  and  limitations  hereafter  set  forth  ("Termination
         Benefits").  The Termination Benefits shall be payable to the Executive
         in equal monthly  installments  over a period not to exceed One Hundred
         Eighty  (180)  months,  as  mutually  agreed  upon by the  Bank and the
         Executive  commencing on the first day of the first month following the
         date of termination under this Section 5.1(a). The Termination Benefits
         shall  be  in  lieu  of  any  other  retirement  disability,  death  or
         termination  benefits under this Agreement.  In the event the Executive
         dies before receiving the full amount of Termination  Benefits to which
         he is entitled,  the Termination  Benefits shall be payable pursuant to
         the payment provisions set forth in Section 3.3.

                  (b) Termination  for Cause. If the Executive's  termination of
         employment is Termination  For Cause,  then the Executive  shall not be
         entitled to any benefits or payments under this Agreement.

                  (c) Voluntary  Termination.  It is understood and acknowledged
         by the  Executive  that the purpose of this  Agreement is to ensure the
         Executive's  continued  employment  with the  Bank.  In the  event  the
         Executive  voluntarily  terminates  his  employment  with  the Bank for
         reason other than an Early  Retirement  defined in Section 6.1 then the
         Executive  shall not be entitled to any benefits or payments under this
         Agreement.

         5.2 Change of  Control.  In the event of a Change of Control  after the
date of this  Agreement  and after the  Executive has reach 55 years of age, the
Executive  shall be paid the benefits set forth in Section 3.2 commencing on the
first day of the first month after the date of such Change of Control. Said full
amount is referred to in this Subsection 5.2 as the "Change of Control Payment".
The Change of  Control  Payment  shall be paid in  accordance  with the  payment
provisions of Section 3.2. The Change of Control Payment shall be in lieu of any
other  retirement,   disability,   death  or  termination  benefits  under  this
Agreement,  but  shall be in  addition  to any  payment  under  the  Executive's
Employment Agreement.  In the event the Executive dies before receiving the full
amount of Change of Control  Payment  to which he is  entitled,  such  Change of
Control Payment shall be payable pursuant to the payment provisions set forth in
Section 3.3. The Executive  acknowledges that the Change of Control Payment paid
to the  Executive  may be  characterized  as "excess  parachute  payment"  under
Section 280G of the Internal  Revenue Code of 1986,  as

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<PAGE>


amended  (the  "Code")  and  subject  to  an  excise  tax.  The  Executive  also
acknowledges  that the payment of such excise tax is the sole  responsibility of
the Executive.


                                    ARTICLE 6
                                EARLY RETIREMENT

         6.1.  Early  Retirement.  The Executive  shall have the right to retire
before  reaching Normal  Retirement,  provided he shall have attained the age of
fifty-five  (55)  years and shall  have  completed  ten (10)  years of full time
service with the Bank,  including any period of service with any  predecessor of
the Bank ("Early Retirement").

         6.2. Early Retirement Benefits. Upon the Executive's election for Early
Retirement,  he shall be entitled to receive retirement  benefits  determined by
the following formula:

         Multiplying the Normal Retirement Benefits determined under Section 3.2
         by a fraction,  the  numerator of which is the actual  number of months
         the Executive has been  employed by the Bank  (including  any period of
         service with any  predecessor  of the Bank) until the Early  Retirement
         Date,  and the  denominator  of which is the total number of months the
         Executive would have been employed by the Bank (including any period of
         service  with any  predecessor  of the Bank) at the date the  Executive
         would have attained age 65 ("Early Retirement Benefits").

         6.3.  Payment.  The Early  Retirement  Benefits shall be payable in one
hundred eighty (180) equal monthly  installments  commencing on the first day of
the  first  month  after  the date of Early  Retirement.  The  Early  Retirement
Benefits  shall  be in  lieu  of any  other  retirement,  disability,  death  or
termination benefits under this Agreement.

         6.4. Payment of Early Retirement Benefits to Designated  Beneficiary or
Surviving  Spouse.  In the event the  Executive  dies before  receiving the full
amount of Early  Retirement  Benefits to which he is entitled under Section 6.2,
the Bank will continue to make  payments of the  remaining  balance of the Early
Retirement Benefits in accordance with Section 3.3.

                                    ARTICLE 7
                      RIGHTS AS UNSECURED GENERAL CREDITOR

         7.1 Unsecured  General  Creditor.  The  Executive  and the  Executive's
Designated  Beneficiary  shall have no legal or  equitable  rights,  interest or
claims in or to any property or assets of the Bank.  All the Bank's assets shall
be and remain the general unpledged, unrestricted assets of the Bank. The Bank's
obligation  under this  Agreement  shall be that of an  unfunded  and  unsecured
promise by the Bank to pay money in the future. The

                                       7

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Executive  and his  Designated  Beneficiary  shall be unsecured  creditors  with
respect to any benefits hereunder.


                                    ARTICLE 8
                                CLAIMS PROCEDURE

         8.1. Filing of Claim. The Executive or his Designated  Beneficiary (the
"Claimant") may file a claim for a benefit pursuant to this Agreement. The claim
shall be deemed filed when a written,  signed  communication is delivered by the
Claimant or the Claimant's  authorized  representative to the Company. The claim
must state the name of the Claimant and the basis on which the claim is made.

         8.2.  Action on Claim.  Each claim must be acted upon and  approved  or
disapproved  by the  Company in writing  within  thirty (30) days of the date on
which the Company  received  the claim,  unless  special  circumstances  require
further time for processing and the Claimant is advised of the extension.  In no
event shall the Company fail to act for more than forty-five (45) days after the
Company received the claim. If the Claimant does not receive such written notice
within such 45-day period,  the claim shall be deemed to be denied. If the claim
is denied,  in whole or in part, the written notice shall set forth, in a manner
calculated to be understood by the Claimant, the following matters:

              1.  the specific reason or reasons for the denial;

              2. specific reference to pertinent provisions of this Agreement on
         which the denial is based;

              3.  a  description  of  any  additional  material  or  information
         necessary for the Claimant to perfect the claim and an  explanation  of
         why such material or information is necessary; and

              4. an explanation of this Agreement's review procedures.

         8.3. Claim Review Procedure.  If a claim is denied in whole or in part,
the Claimant or his authorized  representative  may file a request for review of
the decision of denial within ten (10) days after receipt by the Claimant of the
written  notice of denial.  The request for review shall be in writing and shall
be delivered to the Company.  The request must specify  issues or comments which
the Claimant deems  pertinent to the Claim. A decision by the Board of Directors
on the request for review  shall be made  promptly,  but not later than ten (10)
days after the Company receives the Claimant's  request for review.  The Board's
decision on review will be in writing and will include  specific reasons for the
Board's  decision  written  in a  manner  calculated  to be  understood  by  the
Claimant.

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                                    ARTICLE 9
                               GENERAL PROVISIONS

         9.1. Right to Terminate  Employment.  No provisions under the Agreement
shall  restrict  the  right  of the  Bank to  terminate  the  employment  of the
Executive.

         9.2.  Entire  Agreement.  This  Agreement  supersedes any and all other
agreements,  either oral or in writing, among the parties hereto with respect to
the salary  continuation  benefits of the Executive by the Bank and contains all
of the covenants and agreements  among the parties,  subject to the terms of the
Employment   Agreement.   Each  party  acknowledges  that  no   representations,
inducements,  promises or agreements,  oral or otherwise,  have been made by any
party or anyone acting on behalf of a party which are not embodied  herein,  and
that no  other  agreement,  statement,  representation,  inducement  or  promise
regarding the subject  matter of this  Agreement not contained in this Agreement
shall be  valid or  binding.  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.

         9.3.  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.  Any  failure  of a party  to  assert  his or its  rights  under  any
provision of this  Agreement at any time  (including his right to claim a Change
of Control Payment),  shall not prevent such person from asserting and receiving
the full benefit of such rights at any  subsequent  time. 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.

         9.4.  Choice of Law and Forum.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California.  Any action or
proceeding  brought  upon or arising out of this  Agreement  or its  termination
shall be brought in a forum located within the State of California.

         9.5.  Binding Effect of Agreement.  This  Agreement  shall inure to the
benefit of and be binding upon the Bank, its  successors and assigns,  including
without limitation, any person, partnership or corporation which may acquire all
or substantially all of the Bank's assets and business or with or into which the
Bank  or  its  subsidiary  banks  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  Executive  and his
heirs and personal representatives.  The benefits payable to the Executive under
this  Agreement  shall not be  transferable  by the Executive or his  Designated
Beneficiary or Surviving Spouse by assignment or otherwise and such rights shall
not be subject to  commutation,  encumbrance  or the claims of the creditors the
Executive,  his Designated Beneficiary or Surviving Spouse and any attempt to do
any of the foregoing shall be void.

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<PAGE>


         9.6. 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.

         9.7.   Headings.   The  headings  in  this  Agreement  are  solely  for
convenience  of reference  and shall be given no effect in the  construction  or
interpretation of this Agreement.

         9.8. Notices. Any notices to be given hereunder by any party to another
party may be  effected  either by  personal  delivery,  in  writing  or by mail,
registered or certified,  postage prepaid with return receipt  requested,  or by
confirmed  electronic mail.  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 her address by written 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.

         9.9.  Arbitration.  Any controversy or claim arising out of or relating
to this Agreement or alleged  breach of this Agreement not resolved  through the
Claims  Procedure  set forth in Article 8.1 shall be settled by  arbitration  in
accordance with the then current rules of the American  Arbitration  Association
pertaining to  employment  disputes,  and judgment on the award  rendered by the
arbitrators  may be entered in any court having  jurisdiction.  Each party shall
pay the fees of the arbitrator  he/it selects and of his/its own attorneys,  and
the  expenses  of  his/its  witnesses  and all  other  expenses  connected  with
presenting his/its case. Except as otherwise required by law, other costs of the
arbitration, including the cost of any record or transcripts of the arbitration,
administrative  fees and all other fees and costs, shall be borne equally by the
parties.  Full  discovery  shall  be  permitted  to  the  parties  to  any  such
arbitration, including depositions of all relevant witnesses.

         9.10.  Attorneys'  Fees and Costs. If any action at law or in equity is
brought by a party upon or arising out of this Agreement,  the prevailing  party
shall  be  entitled  to  reasonable   attorneys'   fees,   costs  and  necessary
disbursements  incurred in the action,  in addition to any other relief to which
it may be entitled.

         9.11  Assignment.  Except as  specifically  provided in this Agreement,
neither  party may assign or  otherwise  transfer  this  Agreement or any of its
rights or  obligations  hereunder  to any  third  party by  operation  of law or
otherwise  without  the prior  written  consent  of the other  party;  provided,
however,  that the Bank (as  determined by the Board of Directors of the Bank in
its sole  discretion)  may assign  this entire  Agreement  to one or more of the
Bank's affiliates, without the consent of the Executive.

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<PAGE>


         IN WITNESS  WHEREOF,  the Bank and the  Executive  have  executed  this
Agreement as of date and year first above written.


SOUTH VALLEY NATIONAL BANK

"Bank"


By:  /S/ Clayton C. Larson
--------------------------
Clayton C. Larson
Vice Chairman, South Valley National Bank


"Executive"


/S/ Brad L. Smith
-----------------
Brad L. Smith

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<PAGE>


                                    EXHIBIT A

                         BENEFICIARY DESIGNATION NOTICE
                           UNDER THE EXECUTIVE SALARY
                CONTINUATION BENEFITS AGREEMENT (THE "AGREEMENT")


         Name of Executive:  Brad L. Smith

         If I shall  die  prior  to the  full  receipt  of  benefits  under  the
Agreement,  then all rights  under  this  Agreement  that I hereby  hold upon my
death,  to  the  extent  not  previously  terminated  or  forfeited,   shall  be
transferred to Kathleen M. Smith in the manner provided for in the Agreement.


         /S/ Brad L.Smith
         ---------------------------------
         Brad L. Smith

         Date:
         ---------------------------------


         Receipt acknowledged on behalf of SOUTH VALLEY NATIONAL BANK by:


         /S/ Naomi Kinney
         ---------------------------------
         Naomi Kinney, Director of Human Resources

         Date:
         ---------------------------------

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