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                                     EXHIBIT
                                 ITEM 10(ii)A(5)

          Life Insurance Endorsement Method Split Dollar Plan Agreement





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                                 LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT



Insurer:            Union Central Life and Southland Life Insurance Company

Policy Number:      U200000615, U200000513, 0600087068

Bank:               Monterey County Bank

Insured:            Charles T. Chrietzberg, Jr.

Relationship of
Insured to Bank:    Executive

The respective rights and duties of the Bank and the Insured in the
above-referenced policy shall be pursuant to the terms set forth below:

I.       DEFINITIONS

         Refer to the policy contract for the definition of all terms in this
         Agreement.

II.      POLICY TITLE AND OWNERSHIP

         Title and ownership shall reside in the Bank for its use and for the
         use of the Insured all in accordance with this Agreement. The Bank
         alone may, to the extent of its interest, exercise the right to borrow
         or withdraw on the policy cash values. Where the Bank and the Insured
         (or assignee, with the consent of the Insured) mutually agree to
         exercise the right to increase the coverage under the subject Split
         Dollar policy, then, in such event, the rights, duties and benefits of
         the parties to such increased coverage shall continue to be subject to
         the terms of this Agreement.


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III.     BENEFICIARY DESIGNATION RIGHTS

         The Insured (or assignee) shall have the right and power to designate a
         beneficiary or beneficiaries to receive the Insured's share of the
         proceeds payable upon the death of the Insured, and to elect and change
         a payment option for such beneficiary, subject to any right or interest
         the Bank may have in such proceeds, as provided in this Agreement.

IV.      PREMIUM PAYMENT METHOD

         The Bank shall pay an amount equal to the planned premiums and any
         other premium payments that might become necessary to keep the policy
         in force.

V.       TAXABLE BENEFIT

         Annually the Insured will receive a taxable benefit equal to the
         assumed cost of insurance as required by the Internal Revenue Service.
         The Bank (or its administrator) will report to the Insured the amount
         of imputed income each year on Form W-2 or its equivalent.

VI.      DIVISION OF DEATH PROCEEDS

         Subject to Paragraphs VII and IX herein, the division of the death
         proceeds of the policy is as follows:

         A.       Should the Insured die before his sixty-fifth (65th) birthday,
                  the Insured's beneficiary(ies), designated in accordance with
                  Paragraph III, shall be entitled to an amount equal to One
                  Million Four Hundred Forty Thousand Dollars and No/00ths ($
                  1,440,000.00) or the net at risk insurance portion of the
                  proceeds, whichever amount is less. The net at risk insurance
                  portion is the total proceeds less the cash value of the
                  policy.

         B.       Should the Insured die on or subsequent to his sixty-fifth
                  (65th) birthday, the Insured's beneficiary(ies), designated in
                  accordance with Paragraph III, shall be entitled to an amount
                  equal to One Million Dollars and No/00ths ($ 1,000,000.00) or
                  the net at risk insurance portion of the proceeds, whichever
                  amount is less. The net at risk insurance portion is the total
                  proceeds less the cash value of the policy.

         C.       The Bank shall be entitled to the remainder of such proceeds.

         D.       The Bank and the Insured (or assignees) shall share in any
                  interest due on the death proceeds on a pro rata basis as the
                  proceeds due each respectively bears to the total proceeds,
                  excluding any such interest.

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VII.     DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

         The Bank shall at all times be entitled to an amount equal to the
         policy's cash value, as that term is defined in the policy contract,
         less any policy loans and unpaid interest or cash withdrawals
         previously incurred by the Bank and any applicable surrender charges.
         Such cash value shall be determined as of the date of surrender or
         death as the case may be.

VIII.    RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

         In the event the policy involves an endowment or annuity element, the
         Bank's right and interest in any endowment proceeds or annuity
         benefits, on expiration of the deferment period, shall be determined
         under the provisions of this Agreement by regarding such endowment
         proceeds or the commuted value of such annuity benefits as the policy's
         cash value. Such endowment proceeds or annuity benefits shall be
         considered to be like death proceeds for the purposes of division under
         this Agreement.

IX.      TERMINATION OF AGREEMENT

         This Agreement shall terminate upon the occurrence of any one of the
         following:

         1.       The Insured shall be discharged from employment with the Bank
                  for cause. The term for "cause" shall mean any of the
                  following that result in an adverse effect on the Bank: (i)
                  gross negligence or gross neglect; (ii) the commission of a
                  felony or gross misdemeanor involving moral turpitude, fraud,
                  or dishonesty; (iii) the willful violation of any law, rule,
                  or regulation (other than a traffic violation or similar
                  offense); (iv) an intentional failure to perform stated
                  duties; or (v) a breach of fiduciary duty involving personal
                  profit.

         2.       Surrender, lapse, or other termination of the Policy by the
                  Bank.

         Upon such termination, the Insured (or assignee) shall have a fifteen
         (15) day option to receive from the Bank an absolute assignment of the
         policy in consideration of a cash payment to the Bank, whereupon this
         Agreement shall terminate. Such cash payment referred to hereinabove
         shall be the greater of:

1.       The Bank's share of the cash value of the policy on the date of such
         assignment, as defined in this Agreement; or

2.       The amount of the premiums which have been paid by the Bank prior to
         the date of such assignment.

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         If, within said fifteen (15) day period, the Insured fails to exercise
         said option, fails to procure the entire aforestated cash payment, or
         dies, then the option shall terminate, and the Insured (or assignee)
         agrees that all of the Insured's rights, interest and claims in the
         policy shall terminate as of the date of the termination of this
         Agreement.

         The Insured expressly agrees that this Agreement shall constitute
         sufficient written notice to the Insured of the Insured's option to
         receive an absolute assignment of the policy as set forth herein.

         Except as provided above, this Agreement shall terminate upon
         distribution of the death benefit proceeds in accordance with Paragraph
         VI above.

X.       INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

         The Insured may not, without the written consent of the Bank, assign to
         any individual, trust or other organization, any right, title or
         interest in the subject policy nor any rights, options, privileges or
         duties created under this Agreement.

XI.      AGREEMENT BINDING UPON THE PARTIES

         This Agreement shall bind the Insured and the Bank, their heirs,
         successors, personal representatives and assigns.

XII.     ERISA PROVISIONS

         The following provisions are part of this Agreement and are intended to
         meet the requirements of the Employee Retirement Income Security Act of
         1974 ("ERISA"):

         A.       NAMED FIDUCIARY AND PLAN ADMINISTRATOR.

                  The "Named Fiduciary and Plan Administrator" of this
                  Endorsement Method Split Dollar Agreement shall be Monterey
                  County Bank until resignation or removal by the Board of
                  Directors. As Named Fiduciary and Plan Administrator, the Bank
                  shall be responsible for the management, control, and
                  administration of this Split Dollar Plan as established
                  herein. The Named Fiduciary may delegate to others certain
                  aspects of the management and operation responsibilities of
                  the Plan, including the employment of advisors and the
                  delegation of any ministerial duties to qualified individuals.

         B.       FUNDING POLICY.

                  The funding policy for this Split Dollar Plan shall be to
                  maintain the subject policy in force by paying, when due, all
                  premiums required.

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         C.       BASIS OF PAYMENT OF BENEFITS.

                  Direct payment by the Insurer is the basis of payment of
                  benefits under this Agreement, with those benefits in turn
                  being based on the payment of premiums as provided in this
                  Agreement.

         D.       CLAIM PROCEDURES.

                  Claim forms or claim information as to the subject policy can
                  be obtained by contacting The Benefit Marketing Group, Inc.
                  (770-952-1529). When the Named Fiduciary has a claim which may
                  be covered under the provisions described in the insurance
                  policy, they should contact the office named above, and they
                  will either complete a claim form and forward it to an
                  authorized representative of the Insurer or advise the named
                  Fiduciary what further requirements are necessary. The Insurer
                  will evaluate and make a decision as to payment. If the claim
                  is payable, a benefit check will be issued in accordance with
                  the terms of this Agreement.

         In the event that a claim is not eligible under the policy, the Insurer
         will notify the Named Fiduciary of the denial pursuant to the
         requirements under the terms of the policy. If the Named Fiduciary is
         dissatisfied with the denial of the claim and wishes to contest such
         claim denial, they should contact the office named above and they will
         assist in making inquiry to the Insurer. All objections to the
         Insurer's actions should be in writing and submitted to the office
         named above for transmittal to the Insurer.

XIII.    GENDER

         Whenever in this Agreement words are used in the masculine or neuter
         gender, they shall be read and construed as in the masculine, feminine
         or neuter gender, whenever they should so apply.

XIV.     INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

         The Insurer shall not be deemed a party to this Agreement, but will
         respect the rights of the parties as herein developed upon receiving an
         executed copy of this Agreement. Payment or other performance in
         accordance with the policy provisions shall fully discharge the Insurer
         for any and all liability.

XV.      CHANGE OF CONTROL

         Change of Control shall be deemed to be the cumulative transfer of more
         than fifty percent (50%) of the voting stock of the Bank from the date
         of this Agreement. For the purposes of this Agreement, transfers on
         account of deaths or gifts, transfers between family members, or
         transfers to a qualified retirement plan

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         maintained by the Bank shall not be considered in determining
         whether there has been a Change of Control. Upon a Change of
         Control, if the Insured's employment is subsequently terminated,
         except for cause, then the Insured shall be one hundred percent
         (100%) vested in the benefits promised in this Agreement and,
         therefore, upon the death of the Insured, the Insured's
         beneficiary(ies) (designated in accordance with Paragraph III) shall
         receive the death benefit provided herein as if the Insured had died
         while employed by the Bank [See Subparagraphs VI (A) & (B)].

XVI.     AMENDMENT OR REVOCATION

         It is agreed by and between the parties hereto that, during the
         lifetime of the Insured, this Agreement may be amended or revoked at
         any time or times, in whole or in part, by the mutual written consent
         of the Insured and the Bank.

XVII.    EFFECTIVE DATE

         The Effective Date of this Agreement shall be October 12, 1999.

XVIII.   SEVERABILITY AND INTERPRETATION

         If a provision of this Agreement is held to be invalid or
         unenforceable, the remaining provisions shall nonetheless be
         enforceable according to their terms. Further, in the event that any
         provision is held to be over broad as written, such provision shall be
         deemed amended to narrow its application to the extent necessary to
         make the provision enforceable according to law and enforced as
         amended.

XIX.     APPLICABLE LAW

         The validity and interpretation of this Agreement shall be governed by
         the laws of the State of California.

XX.      SUPERSEDE AND REPLACE

         The parties are currently parties to a COLLATERAL SECURITY ASSIGNMENT
         date the 6th day of June, 1991. This ENDORSEMENT METHOD SPLIT DOLLAR
         AGREEMENT and the benefits provided hereby shall supersede and replace
         the COLLATERAL SECURITY ASSIGNMENT and the benefits provided thereby.

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Executed at Monterey, California this 6th day of January, 2000.


                                                           MONTEREY COUNTY BANK
                                                           Monterey, California




/S/ DORINA CHAN                            By:   /S/ BRUCE N. WARNER   SR. V.P
------------------------                       -------------------------------
Witness                                                                 Title




/S/ DORINA CHAN                                /S/ CHARLES T. CHRIETZBERG, JR.
------------------------                       -------------------------------
Witness                                            Charles T. Chrietzberg, Jr.



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                          BENEFICIARY DESIGNATION FORM
                      FOR LIFE INSURANCE ENDORSEMENT METHOD
                           SPLIT DOLLAR PLAN AGREEMENT


PRIMARY DESIGNATION:

     NAME                               ADDRESS                    RELATIONSHIP


TRUST OF CHARLES T. CHRIETZBERG, JR. AND SANDRA GAIL CHRIETZBERG
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SECONDARY (CONTINGENT) DESIGNATION:


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All sums payable under the Life Insurance Endorsement Method Split Dollar Plan
Agreement by reason of my death shall be paid to the Primary Beneficiary, if he
or she survives me, and if no Primary Beneficiary shall survive me, then to the
Secondary (Contingent) Beneficiary.




/S/  CHARLES T. CHRIETZBERG, JR.                           JANUARY 20, 2000
----------------------------------                         ------------------
Charles T. Chrietzberg, Jr.                                        Date


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