EXHIBIT 10 - LONG TERM CARE BENEFIT AGREEMENT


         This Long Term Care Benefit  Agreement  (this  "Agreement")  is entered
into as of  ___________,  2001,  by and between  Bank of Lodi,  N.A., a national
banking association (the "Company") and ______________ ("Participant").

                                    RECITALS

         Participant is [an executive  employee] [a director] of the Company and
is a valuable member of the Company's management.  The Company desires to retain
Participant'  services and is willing to enter into this Agreement as a means of
provided additional benefits to Participant.


         Therefore,  in  consideration  of  the  services  to  be  performed  by
Participant  in the  future,  as  well  as the  mutual  promises  and  covenants
contained herein, the Company and Participant agree as follows:


                                    AGREEMENT

1.       Long Term Care Insurance

         Unless and until the Company's obligation is terminated under Section 2
or Section 4 of this Agreement, the Company shall pay the premiums due under the
following  long term care insurance  policy for the benefit of Participant  (the
"Policy"):


                  Insurer:          ______________________________
                  Policy Number:    ______________________________

Participant acknowledges that he has received a copy of the Policy.

2.       Termination of Company's Obligation

         If  Participant  ceases to be [an employee] [a director] of the Company
for any reason other than Participant's Retirement or a Change in Control of the
Company prior to the time that all premiums due under the Policy have been paid,
the  Company's  obligation  to pay the  premiums  due  under  the  Policy  shall
immediately terminate. In the event of such termination, the Company agrees that
it will reasonably  cooperate with  Participant to enable  Participant to assume
the  obligation  to pay the premiums  and to keep the Policy in force,  provided
that (i) the Company shall not be obligated to incur any  additional  expense or
liability  in  connection  with  such  assumption  and  (ii)  Participant  shall
reimburse  the Company  for any  premium  paid by the Company to the extent such
premium  is  attributable  to a  period  of  time  subsequent  to  Participant's
termination. For purposes of the preceding clause (ii), premiums shall be deemed
to be paid in advance and premiums shall be allocated equally to each day of the
time  between  premium due dates.  If  Participant  remains as [an  employee] [a
director] of the Company until all premiums due under the Policy have been paid,
Participant's rights under the Policy shall be fully vested and nonforfeitable.


         For purposes of this Agreement:

         "Retirement" shall mean Participant's ceasing to serve as [an executive
officer] [a director]  of the Company on or after  Participant's  [62nd]  [75th]
birthday; and

         "Change in Control"  shall mean the  occurrence of any of the following
events with respect to the Company  (with the term  "Company"  being defined for
purposes of  determining  whether a "Change in Control"  has occurred to include
its parent holding  company):  (i) a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule  14A of  Regulation
14A  promulgated  under the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act"),  or in response to any other form or report to the  regulatory
agencies or governmental authorities having jurisdiction over the Company or any
stock  exchange on which the  Company's  shares are listed  which  requires  the
reporting  of  a  change  in  control;   (ii)  any  merger,   consolidation   or
reorganization  of the Company in which the Company does not survive;  (iii) any
sale, lease, exchange,  mortgage,  pledge, transfer or other disposition (in one
transaction or a series of  transactions) of any assets of the Company having an
aggregate  fair market  value of fifty  percent  (50%) of the total value of the
assets  of the


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Company,  reflected  in the most recent  balance  sheet of the  Company;  (iv) a
transaction  whereby any "person" (as such term is used in the Exchange  Act) or
any individual, corporation,  partnership, trust or any other entity becomes the
beneficial  owner,  directly  or  indirectly,   of  securities  of  the  Company
representing  twenty-five  percent (25%) or more of the combined voting power of
the Company's then  outstanding  securities;  or (v) a situation  where,  in any
one-year period,  individuals who at the beginning of such period constitute the
Board of Directors of the Company  cease for any reason to constitute at least a
majority  thereof,  unless the election,  or the  nomination for election by the
Company's  shareholders,  of each new Director is approved by a vote of at least
three-quarters (3/4) of the Directors then still in office who were Directors at
the  beginning of the period.  Notwithstanding  the  foregoing or anything  else
contained  herein to the contrary,  there shall not be a "Change of Control" for
the purposes of this  Agreement if the event which would  otherwise  come within
the meaning of the term "Change of Control" involves (i) a reorganization at the
direction of the Company solely to form a parent bank holding company which owns
one  hundred  percent  (100%)  of  the  Company's  common  stock  following  the
reorganization,  or (ii) an  Employee  Stock  Ownership  Plan  sponsored  by the
Company or its parent holding company which is the party that acquires "control"
or is the principal  participant  in the  transaction  constituting a "Change in
Control," as described above.

3.       Limitation of Company's Obligation

         The Company's  obligation  under this Agreement shall be limited to the
payment of  premiums  due under the  Policy,  in  accordance  with the terms and
conditions  of this  Agreement.  The Company  shall have no  responsibility  for
payment of any benefits under the Policy.  The Company makes no  representations
or  warranties  regarding  any  benefits  to  be  paid  under  the  Policy,  the
eligibility of  Participant to receive any such benefits,  or the ability of the
Insurer to pay any such benefits now or in the future.


4.       Income Tax Consequences

         The Company shall not be responsible for providing Participant with tax
advice with respect to this Agreement or the  transactions  contemplated by this
Agreement.  Any tax  liabilities  incurred  by  Participant  as a result  of the
transactions  contemplated by this Agreement shall be the sole responsibility of
Participant.  The  Company  shall have the right to  withhold  from  amounts due
Participant, or to collect from Participant,  any amount which the Company deems
necessary to satisfy any taxes required by law to be withheld at any time by the
Company,  and the  obligations  of the  Company  under this  Agreement  shall be
conditional upon payment of such taxes.


5.       No Contract of Employment

         Although  this  Agreement  is intended to provide  Participant  with an
additional  incentive  to remain as [an  employee]  [a director] of the Company,
this  Agreement  shall not be deemed to  constitute  a  contract  of  employment
between the  Company and  Participant.  This  Agreement  shall have no impact or
effect upon any separate written employment  agreement which the Participant may
have with the Company.


6.       Section 280G Adjustment

         If all or any portion of the amounts payable by the Company pursuant to
this Agreement,  alone or together with other payments which Participant has the
right to receive from the Company and/or its parent holding company,  constitute
"excess  parachute  payments" within the meaning of Section 280G of the Internal
Revenue Code of 1986,  as amended (the  "Code"),  that are subject to the excise
tax imposed by Section 4999 of the Code (or similar tax and/or assessment), such
amounts payable to Participant shall be reduced to the extent necessary,  in the
Company's reasonable  judgment,  to eliminate any excise tax pursuant to Section
4999 of the Code.


7.       Status as Unsecured General Creditor

         Notwithstanding   anything  contained  herein  to  the  contrary:   (i)
Participant shall have no legal or equitable  rights,  interests or claims in or
to any specific property or assets of the Company as a result of this Agreement;
(ii) none of the  Company's  assets  shall be held in or under any trust for the
benefit of  Participant,  or held in any way as security for the  fulfillment of
the obligations of the Company under this Agreement;  (iii) all of the Company's
assets shall be and remain the general unpledged and unrestricted  assets of the
Company;  (iv) the Company's obligation under this Agreement shall be that of an
unfunded and  unsecured  promise by the Company to pay money in the future;  and
(v)  Participant  shall be an  unsecured  general  creditor  with respect to any
benefits which may be payable under the terms of this Agreement.


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8.       Miscellaneous

                  8.1        Arbitration of Disputes.  All claims,  disputes and
other  matters in question  arising out of or relating to this  Agreement or the
breach or  interpretation  thereof,  other  than those  matters  which are to be
determined by the Company in its sole and absolute discretion, shall be resolved
by binding  arbitration before a representative  member,  selected by the mutual
agreement of the parties,  of the Judicial  Arbitration and Mediation  Services,
Inc. ("JAMS"), located in San Francisco, California. In the event JAMS is unable
or  unwilling  to conduct the  arbitration  provided for under the terms of this
Paragraph,   or  has  discontinued  its  business,  the  parties  agree  that  a
representative  member,  selected by the mutual  agreement of the parties of the
American Arbitration  Association ("AAA") located in San Francisco,  California,
shall conduct the binding arbitration  referred to in this Paragraph.  Notice of
the demand for  arbitration  shall be filed in writing  with the other  party to
this  Agreement  and with JAMS (or AAA,  if  necessary).  In no event  shall the
demand  for  arbitration  be made  after the date when  institution  of legal or
equitable  proceedings based on such claim,  dispute or other matter in question
would be barred by the applicable statute of limitations.  The arbitration shall
be subject to such rules of procedure  used or  established by JAMS, or if there
are none,  the rules of procedure used or established by AAA. Any award rendered
by JAMS or AAA shall be final and binding upon the parties,  and as  applicable,
their respective heirs, beneficiaries, legal representatives, agents, successors
and assigns,  and may be entered in any court having jurisdiction  thereof.  The
obligation  of the  parties  to  arbitrate  pursuant  to this  clause  shall  be
specifically enforceable in accordance with, and shall be conducted consistently
with,  the  provisions  of  Title 9 of Part 3 of the  California  Code of  Civil
Procedure.  Any arbitration  hereunder  shall be conducted in Lodi,  California,
unless otherwise agreed to by the parties.

                  8.2        Attorneys' Fees. In the event of any arbitration or
litigation  concerning  any  controversy,  claim or dispute  between the parties
hereto,  arising out of or relating to this Agreement or the breach  hereof,  or
the  interpretation  hereof,  the prevailing  party shall be entitled to recover
from the losing party reasonable expenses, attorneys' fees and costs incurred in
connection  therewith or in the  enforcement  or  collection  of any judgment or
award rendered therein. The "prevailing party" means the party determined by the
arbitrator(s) or court, as the case may be, to have most nearly prevailed,  even
if such party did not prevail in all matters,  not  necessarily the one in whose
favor a judgment is rendered.

                  8.3        Notice.  Any notice required or permitted of either
Participant  or the Company  under this  Agreement  shall be deemed to have been
duly given, if by personal delivery,  upon the date received by the party or its
authorized  representative;  if by facsimile,  upon  transmission to a telephone
number previously  provided by the party to whom the facsimile is transmitted as
reflected  in the  records  of the party  transmitting  the  facsimile  and upon
reasonable  confirmation of such transmission;  and if by mail, on the third day
after  mailing via U.S.  first  class mail,  registered  or  certified,  postage
prepaid and return receipt requested,  and addressed to the party at the address
given  below for the  receipt  of  notices,  or such  changed  address as may be
requested in writing by a party.

                           If to the Company:       Bank of Lodi, N.A.
                                                    701 S. Ham Lane
                                                    Lodi, California  95242-3537
                                                    Attn:  President

                           If to Participant:       ____________________
                                                    ____________________
                                                    ____________________

                  8.4       Assignment. Participant shall have no power or right
to transfer, assign, anticipate,  hypothecate,  modify or otherwise encumber any
part  or all of  the  amounts  payable  hereunder,  nor,  prior  to  payment  in
accordance with the terms of this  Agreement,  shall any portion of such amounts
be: (i) subject to seizure by any creditor of Participant by a proceeding at law
or in  equity,  for the  payment of any debts,  judgments,  alimony or  separate
maintenance  obligations which may be owed by Participant,  Participant's spouse
or  beneficiaries;  or (ii)  transferable  by  operation  of law in the event of
bankruptcy,  insolvency or otherwise.  Any such attempted assignment or transfer
shall be void.


                  8.5       Binding   Effect/Merger  or   Reorganization.   This
Agreement  shall be binding upon and inure to the benefit of Participant and the
Company  and,  as  applicable,  their  respective  heirs,  beneficiaries,  legal
representatives,  agents, successors and assigns. Accordingly, the Company shall
not merge or consolidate into or with another corporation, or reorganize or sell
substantially all of its assets to another corporation,  firm or person,  unless
and until such succeeding or


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continuing  corporation,  firm or  person  agrees to assume  and  discharge  the
obligations  of the  Company  under  this  Agreement.  In the  alternative,  the
Company's  parent  holding  company  may  agree  to  assume  and  discharge  the
obligation  of the Company  under this  Agreement.  Upon the  occurrence of such
event,  the term "Company" as used in this Agreement shall be deemed to refer to
such surviving or successor firm, person,  entity or corporation,  or the parent
holding company, as the case may be.

                  8.6       Nonwaiver. The failure of either party to enforce at
any time or for any period of time any one or more of the terms or conditions of
this Agreement  shall not be a waiver of such term(s) or condition(s) or of that
party's  right  thereafter  to enforce each and every term and condition of this
Agreement.

                  8.7       Partial   Invalidity.   If  any  terms,   provision,
covenant,  or condition of this  Agreement 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 Agreement shall remain in full force and
effect notwithstanding such partial invalidity.

                  8.8       Entire Agreement.  This Agreement supersedes any and
all other  agreements,  either  oral or in writing,  between  the  parties  with
respect  to the  subject  matter  of  this  Agreement  and  contains  all of the
covenants and agreements between the parties with respect thereto. Each party to
this  Agreement  acknowledges  that  no  other   representations,   inducements,
promises,  or  agreements,  oral or otherwise,  have been made by any party,  or
anyone acting on behalf of any party,  which are not set forth herein,  and that
no other agreement,  statement, or promise not contained in this Agreement shall
be valid or binding on either party.

                  8.9       Modifications.  Any  modification  of this Agreement
shall be  effective  only if it is in  writing  and signed by each party or such
party's authorized representative.

                  8.10      Paragraph  Headings.  The paragraph headings used in
this Agreement are included  solely for the convenience of the parties and shall
not affect or be used in connection with the interpretation of this Agreement.

                  8.11      No Strict  Construction.  The language  used in this
Agreement  shall be deemed to be the  language  chosen by the parties  hereto to
express their mutual intent, and no rule of strict  construction will be applied
against any person.

                  8.12      Governing  Law. The laws of the State of California,
other than those laws denominated choice of law rules, and where applicable, the
rules and  regulations of the Board of Governors of the Federal  Reserve System,
Federal  Deposit  Insurance  Corporation,  Office  of  the  Comptroller  of  the
Currency,  or any other  regulatory  agency  or  governmental  authority  having
jurisdiction  over the Company or its parent holding  company,  shall govern the
validity, interpretation, construction and effect of this Agreement.

         IN WITNESS  WHEREOF,  the Company and  Participant  have  executed this
Agreement  on the date  first  above-written  in the City of Lodi,  San  Joaquin
County, California.


COMPANY                                              PARTICIPANT

Bank of Lodi, N.A.




By:________________________________         _________________________________
   Leon J. Zimmerman,                              ____________________
   President and Chief Executive Officer



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                            ACKNOWLEDGEMENT OF SPOUSE


         I am  the  spouse  of  the  Participant  named  in  this  Agreement.  I
understand  that the Insurer named in this  Agreement has offered to Participant
the right to purchase  long term care  insurance for me, at  Participant's  sole
cost and expense (i.e., the Company is not obligated to pay the premiums on such
insurance). Participant and I have jointly made the decision to purchase, or not
to purchase, the long term care insurance for me.


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                                                          (Signature)


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                                                          (Name--Please Print)


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                                                          (Date)