**Exhibit 10.16**

 

**EXECUTIVESALARY CONTINUATION AGREEMENT**

 

This Agreement is amended and restated this first day of February,2002, by and between Western Sierra National Bank, a national bankingassociation located in Cameron Park, California (the “Employer”) and Kirk N.Dowdell (the “Executive”).

 

**RECITALS**

 

WHEREAS, the Executive is an employee of the Employer and is serving asits President and Chief Executive Officer;

 

WHEREAS, the Executive’s experience and knowledge of the affairs of theEmployer and the banking industry are extensive and valuable;

 

WHEREAS, it is deemed to be in the best interests of the Employer toprovide the Executive with certain salary continuation benefits, on the termsand conditions set forth herein, in order to reasonably induce the Executive toremain in the Employer’s employment; and

 

WHEREAS, the Executive and the Employer wish to specify in writing theterms and conditions upon which this additional compensatory incentive will beprovided to the Executive, or to the Executive’s spouse or the Executive’sdesignated beneficiaries, as the case may be;

 

WHEREAS, the Executive and the Employer are currently parties to anExecutive Salary Continuation Agreement dated January 1, 2000; and

 

WHEREAS, the Executive and the Employer desire to enter into thisSalary Continuation Agreement, the terms and conditions of which shallsupersede those set forth in the Executive Salary Continuation Agreement datedJanuary 1, 2000;

 

NOW, THEREFORE, in consideration of the services to be performed in thefuture, as well as the mutual promises and covenants contained herein, theExecutive and the Employer agree as follows:

 

**AGREEMENT**

 

**1.**                                      **Terms and Definitions.**

 

**1.1.**                            **Administrator.**  The Employer shall be the “Administrator”and, solely for the purposes of ERISA, the “fiduciary” of this Agreement wherea fiduciary is required by ERISA.

 

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**1.2.**                            **Annual Benefit.**  The term “Annual Benefit” shall mean anannual sum of seventy-five thousand dollars ($75,000) multiplied by theApplicable Percentage (defined below) and then reduced to the extent required:(i) under the other provisions of this Agreement; (ii) by reason of the lawfulorder of any regulatory agency or body having jurisdiction over the Employer;and (iii) in order for the Employer to properly comply with any and allapplicable state and federal laws, including, but not limited to, income,employment and disability income tax laws (e.g., FICA, FUTA, SDI).

 

**1.3.**                            **Applicable Percentage.**  The term “Applicable Percentage” shall meanthat percentage listed on Schedule “A” attached hereto which is adjacent to thenumber of complete years (with a “year” being the performance of personalservices for or on behalf of the Employer as an employee for a period of 365days) which have elapsed starting from the Effective Date of this Agreement andending on the date the Executive’s employment is terminated for purposes ofthis Agreement.  In the event theExecutive’s employment with the Employer is terminated other than by reason ofdeath, disability, termination for cause or Retirement on the part of theExecutive, the Executive shall be deemed for purposes of determining the numberof complete years to have completed a year of service in its entirety for anypartial year of service after the last anniversary date of the Effective Dateduring which the Executive’s employment is terminated, provided that in noevent shall the Executive be deemed to have completed a year of service for thepartial year that occurs prior to the Effective Date.

 

**1.4.**                            **Beneficiary.**  The term “beneficiary” or “designated beneficiary” shall mean theperson or persons whom the Executive shall designate in a valid BeneficiaryDesignation, a copy of which is attached hereto as Exhibit “B”, to receive thebenefits provided hereunder.  ABeneficiary Designation shall be valid only if it is in the form attachedhereto and made a part hereof and is received by the Administrator prior to theExecutive’s death.

 

**1.5.**                            **The Code.**  The “Code” shall mean the Internal Revenue Code of 1986, asamended (the “Code”).

 

**1.6.**                            **Disability/Disabled.**  The term “Disability” or “Disabled” shallhave the same meaning given such term in the principal disability insurancepolicy covering the Executive, which is incorporated herein by reference.  In the event the Executive is not covered bya disability policy containing a definition of “Disability” or “Disabled,”these terms shall mean an illness or incapacity which, having continued for aperiod of one hundred and eighty (180) consecutive days, prevents the Executivefrom adequately performing the Executive’s regular employment duties.  The determination of whether the Executiveis Disabled shall be made by an independent physician selected by mutualagreement of the parties.

 

**1.7.**                            **Effective Date.**  The term “Effective Date” shall be January1, 2000.

 

**1.8.**                            **ERISA.** The term “ERISA” shall mean the Employee Retirement Income Security Actof 1974, as amended.

 

**1.9.**                            **Plan Year.**  The term “Plan Year” shall mean the Employer’s calendar year.

 

**1.10.**                     **Retirement.**  The term “Retirement” or “Retires” shall refer to the date onwhich the Executive attains the age of at least sixty five (65) andacknowledges in writing to the Employer to be

 

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the last day he will provide any significantpersonal services, whether as an employee, director or independent consultantor contractor, to the Employer.  Forpurposes of this Agreement, the phrase “significant personal services” shallmean more than ten (10) hours of personal services rendered to one or moreindividuals or entities in any thirty (30) day period.

 

**1.11  Sale of Business.**  The term “Sale of Business” shall mean any(i) merger, consolidation or reorganization of the Employer’s parent (“Parent”)in which (A) the Parent does not survive or (B) the Parent survives with aresulting change in beneficial ownership of the Parent of more than 50% of thevoting shares of the Parent, (ii) sale of more than 50% of the beneficialownership of the voting shares of the Parent to any person or group of personsacting in concert, or (iii) transfer or sale of more than 50% of the totalmarket value of the assets of the Parent as reflected in the most recentpublished balance sheet of the Parent.

 

**1.12.**                     **Surviving Spouse.**  The term “Surviving Spouse” shall mean theperson, if any, who shall be legally married to the Executive on the date ofthe Executive’s death.

 

**1.13.**                     **Termination for Cause.**  The term “Termination for Cause” shall meanthe termination of the Executive by the Employer upon the occurrence of any ofthe following events:

 

(i)                                     theExecutive is convicted of illegal activity by a court of competent jurisdictionor pleads guilty to or nolo contendere to illegal activity, which activitymaterially adversely affects the Employer’s reputation in the community or which evidences the lack ofthe Executive’s fitness or ability to perform the Executive’s duty asdetermined by the Board of Directors in good faith;

 

(ii)                                  theExecutive has committed any illegal or dishonest act which would causetermination of coverage under the Employer’s Bankers’ Blanket Bond as to theExecutive, as distinguished from termination of coverage as to the Employer asa whole;

 

(iii)                               theExecutive materially fails to perform, or habitually neglects, the Executive’sduties or commits a material act of malfeasance or misfeasance in connectiontherewith; or

 

(iv)                              anaction is commenced by any bank regulatory agency having jurisdiction, toremove or suspend the Executive from office, or a cease and desist order under12 U.S.C. 1818(b) or any similar Federal or state statute is issued against theExecutive or the Employer which calls for the Executive’s suspension or removalfrom office.

 

**2.**                                      **Scope, Purpose and Effect.**

 

**2.1.**                            **Contract of Employment.**  Although this Agreement is intended toprovide the Executive with an additional incentive to remain in the employ ofthe Employer, this Agreement shall not be deemed to constitute a contract ofemployment between the Executive and the Employer nor shall any provision ofthis Agreement restrict or expand the right of the Employer to terminate theExecutive’s employment.  This Agreementshall have no impact or effect upon any separate written employment agreementwhich the Executive may have with the Employer, it being the parties’ intentionand agreement that unless this Agreement is specifically referenced in saidemployment agreement (or any modification thereto), this Agreement (and theEmployer’s obligations hereunder)

 

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shall stand separate and apart and shall haveno effect upon, nor be affected by, the terms and provisions of said employmentagreement.

 

**2.2.**                            **Fringe Benefit.**  The benefits provided by this Agreement aregranted by the Employer as a fringe benefit to the Executive and are not a partof any salary reduction plan or any arrangement deferring a bonus or a salaryincrease.  The Executive has no optionto take any current payments or bonus in lieu of the benefits provided by thisAgreement.

 

**3.**                                      **Payments Upon or After Retirement.**

 

**3.1.**                            **Payments Upon Retirement.**  If the Executive shall remain in thecontinuous and active employment of the Employer until Retirement, theExecutive shall be entitled to be paid the Annual Benefit, with the ApplicablePercent equal to 100% for a period of fifteen (15) years, in one hundred eighty(180) equal monthly installments, with each installment to be paid on the firstday of each month, beginning with the month following the month in which theExecutive Retires or upon such later date as may be mutually agreed upon inwriting by the Executive and the Employer in advance of said Retirement Date.

 

**3.2.**                            **Payments in the Event of Death After Retirement.**  The Employer and Executive agree that if theExecutive Retires, but shall die before receiving all of the one hundred eighty(180) monthly payments described in paragraph 3.1 above, the Employer after thedeath of Executive shall not make any additional benefit payments pursuant tothis Agreement and this Agreement shall terminate.

 

**4.**                                      **Payments in the Event Death or Disability Occurs Priorto Retirement.**

 

**4.1.**                            **Payments in the Event of Death Prior to Retirement.**  In the event the Executive should die whileactively employed by the Employer at any time after the Effective Date of thisAgreement, but prior to Retirement,  theExecutive and Employer agree that Employer shall not make any benefits paymentspursuant to this Agreement and that this Agreement shall terminate.

 

**4.2.**                            **Payments in the Event of Disability Prior toRetirement.**  In the eventthe Executive becomes Disabled while actively employed by the Employer at anytime after the effective date of this Agreement but prior to Retirement, theExecutive shall: (i) continue to be treated during such period of Disability asbeing gainfully employed but not actively employed by the Employer but shallnot add applicable years of service for the purpose of determining the AnnualBenefit; and (ii) be entitled to be paid the Annual Benefit, with theApplicable Percentage as set forth in Schedule A and as determined by theapplicable years of service at the time of disability, for fifteen (15) yearsin one hundred eighty (180) equal monthly installments, with each installmentto be paid on the first day of each month, beginning with the month followingthe earlier of (1) the month in which the Executive attains sixty-five (65)years of age; or (2) the date upon which the Executive is no longer entitled toreceive Disability benefits under the Executive’s principal Disabilityinsurance policy and does not, at such time, return to and thereafter fulfillthe responsibilities associated with the employment position held with theEmployer prior to becoming Disabled by reason of such Disabilitycontinuing.  The Employer agrees that ifthe Executive shall die before receiving all of the one hundred eighty (180)monthly payments described in this paragraph 4.2, the Employer will make theremaining monthly payments to Executive’s designated beneficiary.  If a valid beneficiary designation is not ineffect, then

 

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the remaining payments due to Executive shallbe paid to Executive’s Surviving Spouse. If the Executive leaves no Surviving Spouse, the remaining amounts dueto Executive shall be paid to the duly qualified personal representative,executor, or administrator of the Executive’s estate.

 

If the Executive dies after becoming Disabled and prior to being paidbenefits pursuant to the prior paragraph, the Employer will pay to Executive'sdesignated beneficiary the Annual Benefit, with the Applicable Percentage asset forth in Schedule A and as determined by the applicable years of service atthe time of disability, for a period of (15) years in equal monthlyinstallments, with each installment to be paid on the first day of each month,beginning with the month following the date of Executive's death.  If a valid Beneficiary Designation is not inplace, then the payments due to the Executive under this paragraph shall bepaid to the Executive’s Surviving Spouse. If Executive leaves no Surviving Spouse, the payments due to Executiveunder this paragraph shall be paid to the duly qualified personalrepresentative, executor, or administrator of the Executive's estate.

 

**5.**                                      **Payments in the Event Employment is Terminated Otherthan by Death, Disability, Termination for Cause or Retirement.**

 

As indicated in Paragraph 2 above, the Employer reserves the right toterminate the Executive’s employment, with or without cause but subject to anywritten employment agreement which may then exist, at any time prior to theExecutive’s Retirement.  In the eventthat the employment of the Executive shall be terminated for any reason,including voluntary termination by the Executive, but other than by reason of(i) Disability except as provided in Paragraph 4.2, (ii) death, (iii)Termination for Cause, (iv) Retirement or (v) termination in a Sale ofBusiness, the Executive or his legal representative shall be entitled to bepaid the Annual Benefit, with the Applicable Percentage as set forth inSchedule A and as determined by the applicable years of service at the time oftermination of employment with the Employer, for a period of fifteen (15) yearsin one hundred eighty (180) equal monthly installments, with each installmentto be paid on the first day of each month, beginning with the month followingthe month in which the Executive terminates employment and attains sixty-five(65) years of age, provided however in the event the Executive dies beforereceiving the all of the one hundred eighty (180) payments, the Employer agreesto make the payments, undiminished and on the same schedule as if the Executivehad not died, to the Executive’s designated beneficiary.  In the event Executive is entitled tobenefit payments pursuant to this Paragraph 5 and dies before sixty-five (65),the Employer agrees to make such payments beginning with the month followingthe month of the Executive’s death, undiminished and on the same schedule as ifthe Executive had not died, to the Executive’s designated beneficiary.  If a valid Beneficiary Designation is not ineffect, then the remaining amounts due to the Executive under the term of thisAgreement shall be paid to the Executive’s Surviving Spouse.  If the Executive leaves no Surviving Spouse,the remaining amounts due to the Executive under the terms of this Agreementshall be paid to the duly qualified personal representative, executor oradministrator of the Executive’s estate. Notwithstanding anything to the contrary, no benefit payments providedin this Paragraph 5 shall be made to Executive, Executive’s designatedbeneficiary, Surviving Spouse or Executive’s estate if the Executive isentitled to benefits provided by any other Paragraph of this Agreement.

 

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**6.**                                      **Termination for Cause.**

 

Notwithstanding anything to the contrary, in the event the terminationof employment of the Executive is Termination for Cause as defined in Paragraph1.13, the Executive shall not be entitled to any benefits pursuant to thisagreement.

 

**7.**                                      **Termination in a Sale of Business.**

 

In the event there is a Sale of Business, the Executive shall beentitled to be paid in cash in a lump sum on the date of the consummation ofthe Sale of Business, the present value of the aggregate amount of the AnnualBenefit, with the Applicable Percentage being 100%, being paid for a period offifteen (15) years in one hundred eighty (180) monthly installments beginningon the first day of the month following the consummation of the Sale ofBusiness.  The present value of theamount shall be determined using the long term monthly Applicable Federal Rateat the time of the consummation of the Sale of Business.

 

Notwithstanding the prior paragraph, no payment shall be made toExecutive pursuant to this Agreement to the extent that such payment whenaggregated with all other payments considered for purposes of calculating aparachute payment results in an excess parachute payment as defined underSection 280G of the Code.

 

If the Internal Revenue Service or any other tax authority makes anyclaim, demand or assessment in any form based directly or indirectly, in wholeor in part, on the allegation that any payment under this Agreement and/or anyother payment by Employer to or for the benefit of the Executive at any timeconstitutes a “parachute payment” under Section 280G of the Code or any similaror successor provision of federal or state law, Executive agrees that Employer,its successors and assigns shall have no obligation, whether for defense,indemnification, reimbursement or otherwise, with respect to such claim, demandor assessment.

 

Notwithstanding anything to the contrary, no benefit payments providedin this Paragraph 7 shall be made to Executive, Executive’s designatedbeneficiary, Surviving Spouse or Executive’s estate if the Executive isentitled to benefits provided by any other Paragraph of this Agreement.

 

**8.**                                      **Payment of Benefits Subject to Executive Not Competingwith Employer or Its Subsidiaries.**

 

Notwithstanding anything to the contrary, the benefits payable toExecutive pursuant to this Agreement are conditioned upon the Executive notworking as an employee, independent contractor or consultant of or for afinancial institution located within a 35 mile radius of the head office ofEmployer for a period of three years after Executive terminates employment withEmployer.  In the event Executivebreaches such condition, Employer shall immediately terminate any and allremaining payments for benefits due Executive or Executive's beneficiariespursuant to this Agreement, and Employer shall have no liability to Executiveor Executive's beneficiaries for any benefits or payments pursuant to thisAgreement.** **Notwithstanding the foregoing, in the event of a Sale ofBusiness, this paragraph shall be of no force or effect.

 

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**9.**                                      **No Ownership Rights to the Employer’s Assets.**

 

The Employer reserves the right to determine, in its sole and absolutediscretion, whether, to what extent and by what method, if any, to provide forthe payment of the amounts which may be payable to the Executive, theExecutive’s spouse or the Executive’s beneficiaries under the terms of thisAgreement (“Benefits”).  The rights ofthe Executive or any beneficiary of the Executive under this Agreement shall besolely those of an unsecured creditor of the Employer.

 

In the event that the Employer, in its sole and absolute discretion,elects to acquire an insurance policy, an annuity or any other asset to recoupthe costs or any portion thereof of the Benefits, then such insurance policy,annuity or other asset shall not be deemed to be held under any trust for thebenefit of the Executive or his beneficiaries or to be security for theperformance of the obligations of the Employer under this Agreement, but shallbe, and remain, a general unpledged, unrestricted asset of the Employer.  The Executive and his beneficiaries shallhave no rights whatsoever with respect to, or any claim against, any suchinsurance policy, annuity or other asset. In connection with the Employer electing to acquire any such insurancepolicy or annuity, the Executive agrees to cooperate to facilitate suchacquisition, and pursuant thereto shall execute such documents and undergo suchmedical examinations or tests as the Employer may reasonably request.

 

**10.**                               **Claims Procedure.**

 

The Employer shall, but only to the extent necessary to comply withERISA, be designated as the named fiduciary under this Agreement and shall haveauthority to control and manage the operation and administration of thisAgreement.  Consistent therewith, theEmployer shall make all determinations as to the rights to benefits under thisAgreement.  Any decision by the Employerdenying a claim by the Executive, the Executive’s spouse, or the Executive’sbeneficiary for benefits under this Agreement shall be stated in writing anddelivered or mailed, via registered or certified mail, to the Executive, theExecutive’s spouse or the Executive’s beneficiary, as the case may be.  Such decision shall set forth the specificreasons for the denial of a claim.  Inaddition, the Employer shall provide the Executive, the Executive’s spouse orthe Executive’s beneficiary with a reasonable opportunity for a full and fairreview of the decision denying such claim.

 

**11.**                               **Status of an Unsecured General Creditor.**

 

Notwithstanding anything contained herein to the contrary: (i) neitherthe Executive, the Executive’s spouse nor the Executive’s beneficiary shallhave any legal or equitable rights, interests or claims in or to any specificproperty or assets of the Employer; (ii) none of the Employer’s assets shall beheld in or under any trust for the benefit of the Executive, the Executive’sspouse or the Executive’s beneficiary or held in any way as security for thefulfillment of the obligations of the Employer under this Agreement; (iii) allof the Employer’s assets shall be and remain the general unpledged andunrestricted assets of the Employer; (iv) the Employer’s obligation under thisAgreement shall be that of an unfunded and unsecured promise by the Employer topay money in the future; and (v) the Executive, the Executive’s spouse and theExecutive’s beneficiary shall be unsecured general creditors with respect toany benefits which may be payable under the terms of this Agreement.

 

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**12.**                               **Covenant Not to Interfere.**

 

The Executive agrees not to take any action which prevents the Employerfrom collecting the proceeds of any life insurance policy which the Employermay happen to own at the time of the Executive’s death and of which theEmployer is the designated beneficiary.

 

**13.**                               **Miscellaneous.**

 

**13.1.**                     **Opportunity to Consult with Independent Counsel.**  The Executive acknowledges that he has beenafforded the opportunity to consult with independent counsel of his choosingregarding both the benefits granted to him under the terms of this Agreementand the terms and conditions which may affect the Executive’s right to thesebenefits.  The Executive furtheracknowledges that he has read, understands and consents to all of the terms andconditions of this Agreement, and that he enters into this Agreement with afull understanding of its terms and conditions.

 

**13.2.**                     **Arbitration of Disputes.**  All claims, disputes and other matters inquestion arising out of or relating to this Agreement or the breach orinterpretation thereof, other than those matters which are to be determined bythe Employer in its sole and absolute discretion, shall be resolved by bindingarbitration before a representative member, selected by the mutual agreement ofthe parties, of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”),located in location nearest to Cameron Park, California.  In the event JAMS is unable or unwilling toconduct the arbitration provided for under the terms of this Paragraph, or hasdiscontinued its business, the parties agree that a representative member,selected by the mutual agreement of the parties, of the American ArbitrationAssociation (“AAA”), located in or nearest to Cameron Park, California, shallconduct the binding arbitration referred to in this Paragraph.  Notice of the demand for arbitration shallbe filed in writing with the other party to this Agreement and with JAMS (orAAA, if necessary).  In no event shallthe demand for arbitration be made after the date when institution of legal orequitable proceedings based on such claim, dispute or other matter in questionwould be barred by the applicable statute of limitations.  The arbitration shall be subject to suchrules of procedure used or established by JAMS, or if there are none, the rulesof procedure used or established by AAA. Any award rendered by JAMS or AAA shall be final and binding upon theparties, and as applicable, their respective heirs, beneficiaries, legalrepresentatives, agents, successors and assigns, and may be entered in anycourt having jurisdiction thereof.  Theobligation of the parties to arbitrate pursuant to this clause shall bespecifically enforceable in accordance with, and shall be conductedconsistently with, the provisions of Title 9 of Part 3 of the California Codeof Civil Procedure.  Any arbitrationhereunder shall be conducted in Sacramento, California, unless otherwise agreedto by the parties.

 

**13.3.**                     **Attorneys’ Fees.**  In the event of any arbitration orlitigation concerning any controversy, claim or dispute between the partieshereto, arising out of or relating to this Agreement or the breach hereof, orthe interpretation hereof, the prevailing party shall be entitled to recover fromthe losing party reasonable expenses, attorneys’ fees and costs incurred inconnection therewith or in the enforcement or collection of any judgment oraward rendered therein.  The “prevailingparty” means the party determined by the arbitrator(s) or court, as the casemay be, to have most nearly

 

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prevailed, even if such party did not prevailin all matters, not necessarily the one in whose favor a judgment is rendered.

 

**13.4.**                     **Notice.**  Any notice required or permitted of either the Executive or theEmployer under this Agreement shall be deemed to have been duly given, if bypersonal delivery, upon the date received by the party or its authorizedrepresentative; if by facsimile, upon transmission to a telephone numberpreviously provided by the party to whom the facsimile is transmitted asreflected in the records of the party transmitting the facsimile and uponreasonable confirmation of such transmission; and if by mail, on the third dayafter mailing via U.S. first class mail, registered or certified, postageprepaid and return receipt requested, and addressed to the party at the addressgiven below for the receipt of notices, or such changed address as may berequested in writing by a party.

 

**If to the Employer:**

 

**Western Sierra National Bank**

**4080 Plaza Goldorado Circle**

**Cameron Park, California 95682**

**Attention: Chairman of the Board**

 

**If to theExecutive:**

 

**Mr. Kirk N. Dowdell**

**(Home address)**

**Sacramento, California**

 

**13.5.**                     **Assignment.**  Neither the Executive, the Executive’s spouse, nor any otherbeneficiary under this Agreement shall have any power or right to transfer,assign, hypothecate, modify or otherwise encumber any part or all of theamounts payable hereunder, nor, prior to payment in accordance with the termsof this Agreement, shall any portion of such amounts be: (i) subject to seizureby any creditor of any such beneficiary, by a proceeding at law or in equity,for the payment of any debts, judgments, alimony or separate maintenanceobligations which may be owed by the Executive, the Executive’s spouse, or anydesignated beneficiary; or (ii) transferable by operation of law in the eventof bankruptcy, insolvency or otherwise. Any such attempted assignment or transfer shall be void and shallterminate this Agreement, and the Employer shall thereupon have no furtherliability hereunder.

 

**13.6.**                     **Binding Effect/Merger or Reorganization.**  This Agreement shall be binding upon andinure to the benefit of the Executive and the Employer and, as applicable,their respective heirs, beneficiaries, legal representatives, agents,successors and assigns.  Accordingly,the Employer 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 continuing corporation,firm or person agrees to assume and discharge the obligations of the Employerunder this Agreement.  Upon theoccurrence of such event, the term “Employer” as used in this Agreement shallbe deemed to refer to such surviving or successor firm, person, entity orcorporation.

 

**13.7.**                     **Nonwaiver.**  The failure of either party to enforce at any time or for anyperiod of time any one or more of the terms or conditions of this Agreement shallnot be a waiver of such

 

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term(s) or condition(s) or of that party’sright thereafter to enforce each and every term and condition of thisAgreement.

 

**13.8.**                     **Partial Invalidity.**  If any term, provision, covenant orcondition of this Agreement is determined by an arbitrator or a court, as thecase may be, to be invalid, void, or unenforceable, such determination shallnot render any other term, provision, covenant or condition invalid, void orunenforceable, and the Agreement shall remain in full force and effectnotwithstanding such partial invalidity.

 

**13.9.**                     **Entire Agreement.**  This Agreement supersedes any and all otheragreements, either oral or in writing, between the parties with respect to thesubject matter of this Agreement and contains all of the covenants andagreements between the parties with respect thereto.  Each party to this Agreement acknowledges that no otherrepresentations, inducements, promises or agreements, oral or otherwise, havebeen made by any party, or anyone acting on behalf of any party, which are notset forth herein, and that no other agreement, statement or promise notcontained in this Agreement shall be valid or binding on either party.

 

**13.10.**              **Modifications.**  Any modification of this Agreement shall beeffective only if it is in writing and signed by each party or such party’sauthorized representative.

 

**13.11.**              **Paragraph Headings.**  The paragraph headings used in thisAgreement are included solely for the convenience of the parties and shall notaffect or be used in connection with the interpretation of this Agreement.

 

**13.12.**              **No Strict Construction.**  The language used in this Agreement shall bedeemed 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.

 

**13.13.**              **Governing Law.**  The laws of the State of California, otherthan those laws denominated choice of law rules, and, where applicable, therules and regulations of the Federal Deposit Insurance Corporation or any otherregulatory agency or governmental authority having jurisdiction over theEmployer, shall govern the validity, interpretation, construction and effect ofthis Agreement.

 

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**14.**                               **Right of the Employer to Pay a Lump Sum.**

 

Unless expressly provided for herein, the Employer shall at its solediscretion have the right to pay in a lump sum the then present value (usingthe long term monthly Applicable Federal Rate at such time) of all paymentsvested and due the Executive or the Executive’s beneficiary pursuant to thisAgreement.

 

IN WITNESS WHEREOF, the Employer and the Executive have executed thisAgreement in the City of Cameron Park, El Dorado County, California.

 
| **Western Sierra National Bank** | **Kirk N. Dowdell**       |
|----------------------------------|---------------------------|
| **“Employer”**         | **“Executive”** |
|                             |                      |
|                             |                      |
| **/**s/ Charles Bacchi           |                      | /s/ Kirk N. Dowdell |   |
| **Charles Bacchi**               |                      | **Kirk N. Dowdell** |   |
| **Chairman**                     |                      |
|                             |                      |
|                             |                      |
|                             |                      |
|                             |                      |

 

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**SCHEDULEA**

 
| **NUMBER OF COMPLETE  YEARS OF SERVICE** |   | **APPLICABLE  PERCENTAGE** |   |
|------------------------------------------|--------|----------------------------|--------|
|                                     |   |                       |   |
| 1                                        |   | 4                          | %      |
| 2                                        |   | 8                          | %      |
| 3                                        |   | 12                         | %      |
| 4                                        |   | 16                         | %      |
| 5                                        |   | 20                         | %      |
| 6                                        |   | 24                         | %      |
| 7                                        |   | 28                         | %      |
| 8                                        |   | 32                         | %      |
| 9                                        |   | 36                         | %      |
| 10                                       |   | 40                         | %      |
| 11                                       |   | 44                         | %      |
| 12                                       |   | 48                         | %      |
| 13                                       |   | 52                         | %      |
| 14                                       |   | 56                         | %      |
| 15                                       |   | 60                         | %      |
| 16                                       |   | 64                         | %      |
| 17                                       |   | 68                         | %      |
| 18                                       |   | 72                         | %      |
| 19                                       |   | 76                         | %      |
| 20                                       |   | 80                         | %      |
| 21                                       |   | 84                         | %      |
| 22                                       |   | 88                         | %      |
| 23                                       |   | 92                         | %      |
| 24                                       |   | 96                         | %      |
| 25 or more                               |   | 100                        | %      |

 

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**SCHEDULEB**

**BENEFICIARYDESIGNATION**

 
| **TO:** | **The Administrator of**                    |
|---------|---------------------------------------------|
|    | **Western Sierra National Bank**            |
|    | **Executive Salary Continuation Agreement** |

 

Pursuant to the provisions of my Executive Salary ContinuationAgreement with Western Sierra National Bank permitting the designation of abeneficiary or beneficiaries by a participant, I hereby designate the followingpersons and entities as primary and secondary beneficiaries of any benefitunder said Agreement payable by reason of my death:

 
| **NOTE:** | **To name a trust as beneficiary, please  provide the name of the trustee and the exact date of the trust agreement.** |
|-----------|------------------------------------------------------------------------------------------------------------------------|

 

**In the event the primary beneficiary is notthe spouse of the Executive, the spouse of the Executive will need to sign theSpousal Consent below and such signature must be notarized.**

 

**Primary Beneficiary:**

 
| named beneficiary |   |    |   |         |
|-------------------|--------|---------|--------|--------------|
| Name              |   | Address |   | Relationship |

 

**Secondary (Contingent) Beneficiary:**

 
| Named Secondary Beneficiary |   |    |
|-----------------------------|--------|---------|
| Name                        |   | Address |   | Relationship |
|                        |   |    |   |   |
|                        |   |    |   |   |
| Name                        |   | Address |   | Relationship |

 

**THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARYDESIGNATION IS HEREBY RESERVED. ANY PRIOR DESIGNATION OF PRIMARY BENEFICIARIESAND SECONDARY BENEFICIARIES IS HEREBY REVOKED.**

 

The Administrator shall pay all sums payable under the Agreement byreason of my death to the Primary Beneficiary, if he or she survives me, and ifno Primary Beneficiary shall survive me, then to the Secondary Beneficiary, andif no named beneficiary survives me, then the Administrator shall pay allamounts in accordance with the terms of my Executive Salary ContinuationAgreement. In the event that a named beneficiary survives me and dies prior toreceiving the entire benefit payable under said Agreement then and in thatevent, the remaining unpaid benefit payable according to the terms of myExecutive Salary Continuation Agreement shall be payable to the personalrepresentatives of the estate of said beneficiary who survived me but diedprior to receiving the total benefit provided by my Executive SalaryContinuation Agreement.

 
|   | **Kirk N. Dowdell**       |
|--------|---------------------------|
|   | **“Executive”** |
|   |                      |
|   |                      |
| Dated: | 12/31/02                  |   | /s/ Kirk N. Dowdell |   |
|        |                           |  |  |  |

 

13

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