** **

**EXHIBIT ITEM10 (ii) A (11)**

**FIRSTAMENDMENTTO THEMONTEREY COUNTY BANKSUPPLEMENTAL LIFE INSURANCE AGREEMENTFORCHARLES T. CHRIETZBERG**

THIS AMENDMENT is adopted this 31st day of October,2006, by and between MONTEREY COUNTY BANK located in Monterey, California (the“Bank”), and CHARLES T. CHRIETZBERG (the “Executive”).

The Bank and the Executive executed the MONTEREYCOUNTY BANK SUPPLEMENTAL LIFE INSURANCE AGREEMENT on October 26, 2006 (the“Agreement”).

Under the terms of Article 11, the undersigned herebyamends, in part, the Agreement for the purpose changing the calculation ofbenefits to be paid thereunder.

*Section 1.1 of the Agreement shall be deleted inits entirety.*

*The Following Section 1.12a shall be added to theAgreement immediately following Section 1.12:*

1.12a       “ScheduleA” means the schedule attached to this Agreement and made a part hereof.

*Sections2.2.1 and 2.2.2 of the Agreement shall be deleted in their entirety andreplaced by the following:*

2.2.1                       Death Prior to Separationfrom Service.  If the Executive dieswhile employed by the Bank, the Executive’s Beneficiary shall be entitled to abenefit equal to the amount shown on Schedule A minus the benefit amount paidto the Executive’s beneficiary designated in Agreement 2.

2.2.2                       Death After Separation fromService.  If, pursuant to Article 3,the Executive has a Vested Insurance Benefit at the date of death, theExecutive’s Beneficiary shall be entitled to a benefit equal to the amountshown on Schedule A minus the benefit amount paid to the Executive’sbeneficiary designated in Agreement 2. If the Executive has not achieved a Vested Insurance Benefit on the dateof death, the Beneficiary will not be entitled to a benefit under thisAgreement.

**IN WITNESS OF THE ABOVE,** theBank hereby consents to this First Amendment.
| ** ** | **MONTEREY COUNTY BANK** |
|------------|--------------------------|
| ** ** | ** **               |
| ** ** | ** **               |
| ** ** | **BY**                   | /s/ Bruce N.  Warner |
| ** ** | **TITLE**                |  Executive Vice President |
|            |                          |  |  |

** **

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AMENDMENT TOMONTEREY COUNTY BANKSUPPLEMENTAL LIFE INSURANCE AGREEMENTEXHIBIT A

*(forCharles Chrietzberg)*

| Age of Insured at the | ** ** | **Amount of Death Benefit, or 100%**                     |
|-----------------------|------------|----------------------------------------------------------|
| **Time of Death**     | ** ** | **of the Net Death Proceeds, whichever amount  is less** |
| 60                    |       | $2,940,000                                               |
| 61                    |       | $2,940,000                                               |
| 62                    |       | $2,940,000                                               |
| 63                    |       | $2,940,000                                               |
| 64                    |       | $2,940,000                                               |
| 65                    |       | $2,500,000                                               |
| 66                    |       | $2,500,000                                               |
| 67                    |       | $2,496,686                                               |
| 68                    |       | $2,493,768                                               |
| 69                    |       | $2,489,057                                               |
| 70                    |       | $1,809,170                                               |
| 71                    |       | $1,779,912                                               |
| 72                    |       | $1,771,844                                               |
| 73                    |       | $1,759,932                                               |
| 74                    |       | $1,750,960                                               |
| 75                    |       | $1,744,102                                               |
| 76                    |       | $1,737,173                                               |
| 77                    |       | $1,722,266                                               |
| 78                    |       | $1,709,919                                               |
| 79                    |       | $1,702,435                                               |
| 80                    |       | $1,693,480                                               |
| 81                    |       | $1,683,022                                               |
| 82                    |       | $1,670,556                                               |
| 83                    |       | $1,656,090                                               |
| 84 or Older           |       | $1,639,629                                               |

 

| Policies:             | ** ** | **Policy Number:** |
|-----------------------|------------|--------------------|
|                  |       |               |
| 1) Southland Life     |       | 0600087068         |
| 2) Union Central      |       | U200000615         |
| 3) Union Central      |       | U200000513         |
| 4) Alexander Hamilton |       | 8658250            |
| 5) New York Life      |       |               |
| 6) Jefferson Pilot    |       |               |

 

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