**EXHIBIT ITEM 10(ii)A(1)**

 

**FIRST ADDENDUMTO EMPLOYMENT CONTRACT OF CHARLES T. CHRIETZBERG, JR.**

 

ThisFirst Addendum (“First Addendum”) to the Employment Contract of Charles T.Chrietzberg, Jr., dated January 1, 2005 (the “Agreement”), between Charles T.Chrietzberg, Jr. “Chrietzberg” and Monterey County Bank “Monterey”, is madeeffective this 1st day of January, 2006, and is by this referenceincorporated therein.

 

Chrietzbergand Monterey amend the following provisions:

 

C.            COMPENSATION

 

1.             Salary. For Executive’s services hereunder, Bank shall pay or cause to bepaid as annual gross base salary to Executive the amount of not less than$300,000 during each of the remaining years of the Term, beginning with theEffective Date. Executive shall also, so long as he serves on the Board ofDirectors, be entitled to director’s fees on the same basis as paid to outsidedirectors, if the Board of Directors does not exclude him from such directors’fees. The Board of Directors shall also, from time to time, and at least onceeach calendar year grant such additional “merit” increases, if any, in the basesalary as are determined after review to be appropriate in the discretion ofthe Board of Directors. Executive’s salary shall be payable in equalinstallments in conformity with Bank’s normal payroll periods as in effect fromtime to time.

 

D.            EXECUTIVE BENEFITS

 

5.             Bonus. For the calendar year 2006, and for each full calendar year remainingin the Term completed by Executive pursuant to this Agreement, he shall beentitled to an Incentive Bonus determined in accordance with this paragraph. TheIncentive Bonus shall equal the lesser of (i) $300,000, or (ii) the sum of theROA Bonus and the ROE Bonus, determined in accordance with the Exhibit D-4. Thisbonus shall be payable in January of the year following completion of the yearon which it is based, or as soon thereafter as is practical after the Bank’scertified public accountants have delivered their report on the Bank’scondition and results of operations for the year.

 

Except as expressly modifiedin this First Addendum, the terms of the Agreement shall remain in full forceand effect and any inconsistency between this First Addendum and the Agreementshall be resolved in favor of this First Amendment.

 

IN WITNESS WHEREOF, this Addendum is executedas of the day and year first above written.

 
| ** ** | **BANK:**  | **MONTEREY  COUNTY BANK**         |
|------------|------------|-----------------------------------|
|       |       |                              |
| ** ** | ** ** | **By:**                           | **    /s/Bruce Warner** | ** ** |
|       |       | **Bruce  Warner**                 |
|       |       | **Executive Vice President  and** |
|       |       | **Chief Operating Officer**       |
|       |       |                              |
| ** ** | ** ** | **EXECUTIVE:**                    | **     /s/Charles  T. Chrietzberg, Jr.** | ** ** |
| ** ** | ** ** | **Charles T. Chrietzberg,  Jr.**  |
|            |            |                                   |  |  |  |  |  |  |  |

 

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# EXHIBITD-4

## CALCULATIONOF BONUS

##  

TheROA and ROE Bonuses shall be based on the Bank’s pretax return on averageassets and beginning equity using the following amounts.

 
| **ROA** | ** ** | **ROA  BONUS** | ** ** | **ROE** | ** ** | **ROE  BONUS** | ** ** |
|---------|------------|----------------|------------|---------|------------|----------------|------------|
| 1.1     | %          | $              | 10,000     |    | 11         | %              | $          | 10,000 |   |
| 1.2     | %          | $              | 20,000     |    | 12         | %              | $          | 20,000 |   |
| 1.3     | %          | $              | 30,000     |    | 13         | %              | $          | 30,000 |   |
| 1.4     | %          | $              | 40,000     |    | 14         | %              | $          | 40,000 |   |
| 1.5     | %          | $              | 50,000     |    | 15         | %              | $          | 50,000 |   |
| 1.6     | %          | $              | 60,000     |    | 16         | %              | $          | 60,000 |   |
| 1.7     | %          | $              | 70,000     |    | 17         | %              | $          | 70,000 |   |
| 1.8     | %          | $              | 80,000     |    | 18         | %              | $          | 80,000 |   |
| 1.9     | %          | $              | 90,000     |    | 19         | %              | $          | 90,000 |   |
| 2.0     | %          | $              | 100,000    |    | 20         | %              | $          | 100,000 |   |
| 2.1     | %          | $              | 120,000    |    | 21         | %              | $          | 120,000 |   |
| 2.2     | %          | $              | 140,000    |    | 22         | %              | $          | 140,000 |   |
| 2.3     | %          | $              | 160,000    |    | 23         | %              | $          | 160,000 |   |
| 2.4     | %          | $              | 180,000    |    | 24         | %              | $          | 180,000 |   |
| 2.5     | %          | $              | 200,000    |    | 25         | %              | $          | 200,000 |   |
| 2.6     | %          | $              | 220,000    |    | 26         | %              | $          | 220,000 |   |
| 2.7     | %          | $              | 240,000    |    | 27         | %              | $          | 240,000 |   |
| 2.8     | %          | $              | 260,000    |    | 28         | %              | $          | 260,000 |   |
| 2.9     | %          | $              | 280,000    |    | 29         | %              | $          | 280,000 |   |
| 3.0     | %          | $              | 300,000    |    | 30         | %              | $          | 300,000 |   |

 

MAXIMUMCOMBINED — $300,000, or $600,000 minus non—bonus salary excluding compensation,if any, for vacation not taken) for the year. The return’s shall be calculatedbefore deduction for any annual performance bonuses, but after deduction forcommissions and bonuses paid on a monthly basis.

 

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