**EXHIBIT ITEM10 (ii) A (10)**

MONTEREY COUNTYBANK

Supplemental LifeInsurance Agreement

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**MONTEREYCOUNTRY BANK**

**SUPPLEMENTALLIFE INSURANCE AGREEMENT**

**EFFECTIVEOCTOBER 26, 2006**

THIS SUPPLEMENTALLIFE INSURANCE AGREEMENT (the “Agreement”) is adopted this 26th day of October,2006, by and between MONTEREY COUNTY BANK, a state-chartered commercial banklocated in Monterey, California (the “Bank”), and CHARLES T. CHRIETZBERG (the“Executive”).

The purpose ofthis Agreement is to retain and reward the Executive, by dividing the deathproceeds of certain life insurance policies which are owned by the Bank on thelife of the Executive with the designated beneficiary of the Executive. TheBank will pay the life insurance premiums from its general assets.

**Article 1**

**Definitions**

Whenever used inthis Agreement, the following terms shall have the meanings specified:

1.1                                 “Agreement1” refers to the Survivor Income Agreement between the Bank and theExecutive and the Split Dollar addendum thereto, all dated December 31, 1993.

1.2                                 “Agreement2” refers to the Life Insurance Agreement Endorsement Method Split DollarPlan Agreement between the Bank and the Executive, effective October 12, 1999,and the two amendments thereto dated August 15, 2001 and August 16, 2001, respectively.

1.3                                 “Bank’sInterest” means the benefit set forth in Section 2.1.

1.4                                 “Beneficiary”means each designated person, or the estate of the decreased Executive,entitled to benefits, if any, upon the death of the Executive.

1.5                                 “BeneficiaryDesignation Form” means the form established from time to time by the PlanAdministrator that the Executive completes, signs and returns to the PlanAdministrator to designate one or more Beneficiaries.

1.6                                 “Board”means the Board of Directors of the Bank as from time to time constituted.

1.7                                 “Code”means the Internal Revenue Code of 1986, as amended.

1.8                                 “Executive’sInterest” means the benefit set forth in Section 2.2.

1.9                                 “Insurer”means the insurance company issuing the Policy on life of the Executive.

1.10                           “NetDeath Proceeds” means the total death proceeds of the Policy minus thegreater of (i) the cash surrender value or (ii) the aggregate premiums paid bythe Bank.

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1.11                           “PlanAdministrator” means the plan administrator described in Article 12.

1.12                           “Policy”or “Policies” means the individual insurance policy or policies adoptedby the Bank for purposes of insuring the Executive’s life under this Agreement.

1.13                           “Separationfrom Service” means the termination of the Executive’s employment with theBank for reasons other than death. Whether a Separation from Service takesplace is determined based on the facts and circumstances surrounding thetermination of the Executive’s employment and whether the Bank and theExecutive intended for the Executive to provide significant services for theBank following such termination. A termination of employment will not beconsidered a Separation from Service if:

(a)                                  theExecutive continues to provide services as an employee of the Bank at an annualrate that is twenty percent (20%) or more of the services rendered, on average,during the immediately preceding three full calendar years of employment (or,if employed less than three years, such lesser period) and the annualremuneration for such services is twenty percent (20%) or more of the averageannual remuneration earned during the final three full calendar years ofemployment (or, if less, such lesser period), or

(b)                                 theExecutive continues to provide services to the Bank in a capacity other than asan employee of the Bank at an annual rate that is fifty percent (50%) or moreof the services rendered, on average, during the immediately preceding threefull calendar years of employment (or if employed less than three years, suchless period) and the annual remuneration for such services is fifty percent(50%) or more of the average annual remuneration earned during the final threefull calendar years of employment (or if less, such lesser period).

1.14                           “VestedInsurance Benefit” means the Bank will provide the Executive with continuedinsurance coverage from the date of vesting until death, subject to theforfeiture provisions detailed in Section 3.2 and Article 6. Article 3 explainshow the Executive achieves vested status.

**Article 2**

**PolicyOwnership/Interests**

2.1                                 Bank’sInterest.  The Bank shall own thePolicies and shall have the right to exercise all incidents of ownership and,subject to Article 4, the Bank may terminate a Policy without the consent ofthe Executive. The Bank shall be the beneficiary of the remaining deathproceeds of the Policies after the Executive’s Interest is determined accordingto Section 2.2 below.

2.2                                 Executive’sInterest.  The Executive, or theExecutive’s assignee, shall have the right to designate the Beneficiary of anamount of death proceeds as specified in Section 2.2.1 or 2.2.2. The Executiveshall also have the right to elect and change settlement options with respectto the Executive’s Interest by providing written notice to the Bank and theInsurer.

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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 one hundred percent (100%) of the Net Death Proceeds minus thebenefit amounts paid to the Executive’s beneficiary pursuant to Agreement 1 andAgreement 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 Net DeathProceeds minus the benefit amounts paid to the Executive’s beneficiary pursuantto Agreement 1 and Agreement 2. If the Executive has not achieved a VestedInsurance Benefit on the date of death, the Beneficiary will not be entitled toa benefit under this Agreement.

**Article 3**

**Vesting**

3.1                                 VestedInsurance Benefit.  The Executiveshall have a Vested Insurance Benefit equal to the amount specified in Section2.2 at the earliest of the following events:

3.1.1                        Attainment of age sixty-five(65) while in the employ of the Bank; or

3.1.2                        Adoption, by the Board at itsdiscretion, of a resolution entitling the Executive to the Vested InsuranceBenefit in Section 2.2 under circumstances not otherwise addressed in thisSection 3.1.

3.2                                 Forfeitureof Benefit.  Notwithstanding theprovisions of Section 3.1, the Executive will forfeit his Vested InsuranceBenefit if: (i) the Executive violates any of the provisions detailed inArticle 6; or (ii) the Executive provides written notice to the Bank decliningfurther participation in the Agreement.

**Article 4**

**ComparableCoverage**

4.1                                 InsurancePolicies.  If the Executive has aVested Insurance Benefit, the Bank may provide such benefit through thePolicies purchased at the commencement of this Agreement, or may providecomparable insurance coverage to the Executive through whatever means the Bankdeems appropriate. If the Executive waives or forfeits his right to the VestedInsurance Benefit, the Bank shall choose to cancel the Policies on the Executive,or may continue such coverage and become the direct beneficiary of the entiredeath proceeds.

4.2                                 Offerto Purchase.  If the Bankdiscontinues a Policy while the Executive is employed by the Bank at the dateof discontinuance or while the Executive has a Vested Insurance Benefit thathas not been forfeited, the Bank shall give the Executive at least thirty (30)days to purchase such Policy. The purchase price shall be the fair market valueof the Policy, as determined under Treasury Reg. §1.61-22(g)(2) or anysubsequent applicable

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authority. Suchnotification shall be in writing.

**Article 5**

**Premiumsand Imputed Income**

5.1           Premium Payment.  The Bank shall pay all premiums due on allPolicies.

5.2                                 EconomicBenefit.  The Bank shall determinethe economic benefit attributable to the Executive based on the life insurancepremium factor for the Executive’s age multiplied by the aggregate deathbenefit payable to the Beneficiary hereunder. The “life insurance premiumfactor” is the minimum factor applicable under guidance published pursuant toTreasury Reg. § 1.61-22(d)(3)(ii) or any subsequent authority.

5.3                                 ImputedIncome.  The Bank shall impute theeconomic benefit to the Executive to an annual basis, by adding the economicbenefit to the Executive’s W-2, or if applicable, Form 1099.

**Article 6**

**GeneralLimitations**

6.1                                 ExcessParachute or Golden Parachute Payment. If the payments and benefits pursuant to this Agreement, either alone ortogether with other payments and benefits which the Executive has the right toreceive from the Bank, would constitute an “excess parachute payment” underSection 280G of the Code, or would be a prohibited golden parachute paymentpursuant to 12 C.F.R. §359.2 and for which the appropriate federal bankingagency has not given written consent to pay pursuant to 12 C.F.R. §359.4, thepayments and benefits pursuant to this Agreement shall be reduced, in themanner determined by the Executive in the case of the application of Section280G of the Code, by the amount, if any, which is the minimum necessary toresult in (i) no portion of the payments and benefits under this Agreementbeing non-deductible to the Bank pursuant to Section 280G of the Code andsubject to the exercise tax imposed under Section 4999 of the Code, and (ii) noadverse consequence to the Bank under or pursuant to such banking regulations. Allbenefits payable under this Agreement shall also be subject to limitations orprohibitions imposed by subsequent changes or amendments to the cited laws andregulations except to the extent that any benefits payable under this Agreementare grandfathered or otherwise exempt or excluded from the change or amendment.

6.2                                 Terminationfor Cause.  Notwithstanding anyprovision of this Agreement to the contrary, the Executive shall forfeit anyright to a benefit under this Agreement if the Bank terminates the Executive’semployment for cause. Termination of the Executive’s employment for “Cause”shall mean termination because of personal dishonesty, willful misconduct,breach of fiduciary duty involving personal profit, intentional failure toperform stated duties, willful violation of any law, rule or regulation (otherthan traffic violations or similar offenses) or final cease-and-desist order ormaterial breach of any provision of the Agreement. For purposes of thisparagraph, no act or failure to act on the Executive’s part shall be considered“willful” unless done, or omitted to be done, by the Executive not in goodfaith and without reasonable belief that the Executive’s action or omission wasin the best interest of the Bank.

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6.3                                 Removal.  Notwithstanding any provision of thisAgreement to the contrary, the Executive’s rights in the Agreement shallterminate if the Executive is subject to a final removal or prohibition orderissued by an appropriate federal banking agency pursuant to Section 8(c) of theFederal Deposit Insurance Act (“FDIA”).

6.4                                 Suicideor Misstatement.  No benefits shallbe payable if the Executive commits suicide within two years after the date ofthis Agreement, or if the insurance company denies coverage (i) for materialmisstatements of fact made by the Executive on any application for lifeinsurance purchased by the Bank, or (ii) for any other reason; provided,however that the Bank shall evaluate the reason for the denial, and upon adviceof legal counsel and in its sole discretion, consider judicially challengingany denial.

**Article 7**

**Beneficiaries**

7.1                                 Beneficiary.  The Executive shall have the right, at anytime, to designate a Beneficiary to receive any benefits payable under theAgreement upon the death of the Executive. The Beneficiary designated underthis Agreement may be the same as or different from the beneficiary designationunder any other Agreement of the Bank in which the Executive participates.

7.2                                 BeneficiaryDesignation; Change.  The Executiveshall designate a Beneficiary by completing and signing the BeneficiaryDesignation Form, and delivering it to the Bank or its designated agent. TheExecutive’s beneficiary designation shall be deemed automatically revoked ifthe Beneficiary predeceases the Executive or if the Executive names a spouse asBeneficiary and the marriage is subsequently dissolved. The Executive shallhave the right to change a Beneficiary by completing, signing and otherwisecomplying with the terms of the Beneficiary Designation Form and the Bank’srules and procedures, as in effect from time to time. Upon the acceptance bythe Bank of a new Beneficiary Designation Form, all Beneficiary designationspreviously filed shall be cancelled. The Bank shall be entitled to rely on thelast Beneficiary Designation Form filed by the Executive and accepted by theBank prior to the Executive’s death.

7.3                                 Acknowledgment.  No designation or change in designation of aBeneficiary shall be effective until received, accepted and acknowledged inwriting by the Bank or its designated agent.

7.4                                 NoBeneficiary Designation.  If theExecutive dies without a valid designation of beneficiary, or if all designatedBeneficiaries predecease the Executive, then the Executive’s surviving spouseshall be the designated Beneficiary. If the Executive has no surviving spouse,the benefits shall be made payable to the personal representative of theExecutive’s estate.

7.5                                 Facilityof Payment.  If the Bank determinesin its discretion that a benefit is to be paid to a minor, to a person declaredincompetent, or to a person incapable of handling the disposition of thatperson’s property, the Bank may direct payment of such benefit to the guardian,legal representative or person having the care or custody of such minor,

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incompetent person or incapable person. The Bank mayrequire proof of incompetence, minority or guardianship as it may deemappropriate prior to distribution of the benefit. Any payment of a benefitshall be a payment for the account of the Executive and the Executive’sBeneficiary, as the case may be, and shall be a complete discharge of anyliability under the Agreement for such payment amount.

**Article 8**

**Assignment**

TheExecutive may irrevocably assign without consideration all of the Executive’sInterest in this Agreement to any person, entity, or trust. In the event theExecutive shall transfer all of the Executive’s Interest, then all of theExecutive’s Interest in this Agreement shall be vested in the Executive’stransferee, who shall be substituted as a party hereunder, and the Executiveshall have no further interest in this Agreement.

**Article 9**

**Insurer**

TheInsurer shall be bound only by the terms of its given Policy. The Insurer shallnot be bound by or deemed to have notice of the provisions of this Agreement.The Insurer shall have the right to rely on the Bank’s representations withregard to any definitions, interpretations or Policy interests as specifiedunder this Agreement.

**Article 10**

**ClaimsAnd Review Procedure**

10.1                           ClaimsProcedure.  The Executive orBeneficiary (“claimant”) who has not received benefits under the Agreement thathe or she believes should be paid shall make a claim for such benefits asfollows:

10.1.1                  Initiation —Written Claim.  The claimantinitiates a claim by submitting to the Plan Administrator a written claim forthe benefits. If such a claim relates to the contents of a notice received bythe claimant, the claim must be made within sixty (60) days after such noticewas received by the claimant. All other claims must be made within one hundredeighty (180) days of the date on which the event that caused the claim to ariseoccurred. The claim must state with particularity the determination desired bythe claimant.

10.1.2                  Timing ofBank Response.  The Bank shall respondto such claimant within 90 days after receiving the claim. If the Bankdetermines that special circumstances require additional time for processingthe claim, the Bank can extend the response period by an additional 90 days bynotifying the claimant in writing, prior to the end of the initial 90-dayperiod, that an additional period is required. The notice of extension must setforth the special circumstances and the date by which the Bank expects torender its decision.

10.1.3                  Notice ofDecision.  If the Bank denies part orall of the claim, the Bank shall notify the claimant in writing of such denial.The Bank shall write the

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notification in a mannercalculated to be understood by the claimant. The notification shall set forth:

                                                (a)           The specific reasons for the denial;

                                                (b)           A reference to the specificprovisions of the Agreement on which the denial is based;

                                                (c)           A description of any additionalinformation or material necessary for the claimant to perfect the claim and anexplanation of why it is needed;

                                                (d)           An explanation of the Agreement’sreview procedures and the time limits applicable to such procedures; and

                                                (e)           A statement of the claimant’s rightto bring a civil action under ERISA Section 502(a) following an adverse benefitdetermination on review.

10.2                           ReviewProcedure.  If the Bank denies partor all of the claim, the claimant shall have the opportunity for a full andfair review by the Bank of the denial, as follows:

10.2.1                  Initiation —Written Request.  To initiate thereview, the claimant, within 60 days after receiving the Bank’s notice ofdenial, must file with the Bank a written request for review.

10.2.2                  AdditionalSubmissions — Information Access. The claimant shall then have the opportunity to submit written comments,documents, records and other information relating to the claim. The Bank shallalso provide the claimant, upon request and free of charge, reasonable accessto, and copies of, all documents, records and other information relevant (asdefined in applicable ERISA regulations) to the claimant’s claim for benefits.

10.2.3                  Considerationson Review.  In considering thereview, the Bank shall take into account all materials and information theclaimant submits relating to the claim, without regard to whether suchinformation was submitted or considered in the initial benefit determination.

10.2.4                  Timing ofBank’s Response.  The Bank shallrespond in writing to such claimant within 60 days after receiving the requestfor review. If the Bank determines that special circumstances requireadditional time for processing the claim, the Bank can extend the responseperiod by an additional 60 days by notifying the claimant in writing, prior toend of the initial 60-day period, that an additional period is required. Thenotice of extension must set forth the special circumstances and the date bywhich the Bank expects to render its decision.

10.2.5                  Notice ofDecision.  The Bank shall notify theclaimant in writing of its decision on review. The Bank shall write thenotification in a manner calculated to be understood by the claimant. Thenotification shall set forth:

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(a)                                  Thespecific reasons for the denial:

(b)                                 Areference to the specific provisions of the Agreement on which the denial isbased:

(c)                                  Astatement that the claimant is entitled to receive, upon request and free ofcharge, reasonable access to, and copies of, all documents, records and otherinformation relevant (as defined in applicable ERISA regulations) to theclaimant’s claim for benefits; and

(d)                                 Astatement of the claimant’s right to bring a civil action under ERISA Section502(a).

**Article 11**

**AmendmentsAnd Termination**

11.1                           Non-VestedInsurance Benefit.  Unless theExecutive has a Vested Insurance Benefit pursuant to Section 3.1, the Bank mayamend or terminate the Agreement at any time, or may amend or terminate theExecutive’s rights under the Agreement at any time prior to the Executive’sdeath, by providing written notice of such of the Executive. In the event thatthe Bank decides to maintain the Policy after termination of the Agreement, theBank shall be the direct beneficiary of the entire death proceeds of thePolicy.

11.2                           VestedInsurance Benefit.  If the Executivehas a Vested Insurance Benefit, the Bank may amend or terminate the Agreementonly if: (i) continuation of the Agreement would cause significant financialharm to the Bank, (ii) the Executive agrees to such action, or (iii) the Bank’sbanking regulator(s) issues a written directive to amend to terminate theAgreement.

**Article 12**

**Administration**

12.1                           PlanAdministrator Duties.  This Agreementshall be administered by a Plan Administrator which shall consist of the Board,or such committee or persons as the Board may choose. The Plan Administratorshall also have the discretion and authority to (i) make, amend, interpret andenforce all appropriate rules and regulations for the administration of thisAgreement and (ii) decide or resolve any and all questions includinginterpretations of this Agreement, as may arise in connection with thisAgreement.

12.2                           Agents.  In the administration of this Agreement, thePlan Administrator may employ agents and delegate to them such administrativeduties as it sees fit, (including acting through a duly appointedrepresentative), and may from time to time consult with counsel who may becounsel to the Bank.

12.3                           BindingEffect of Decisions.  The decision oraction of the Plan Administrator with respect to any question arising out of orin connection with the administration, interpretation and application of thisAgreement and the rules and regulations

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promulgated hereunder shall be final and conclusiveand binding upon all persons having any interest in this Agreement.

12.4                           Indemnityof Plan Administrator.  The Bankshall indemnify and hold harmless the members of the Plan Administrator againstany and all claims, losses, damages, expenses or liabilities arising from anyaction or failure to act with respect to this Agreement, except in the case ofwillful misconduct by the Plan Administrator or any of its members.

12.5                           Information.  To enable the Plan Administrator to performits functions, the Bank shall supply full and timely information to the PlanAdministrator on all matters relating to the Base Salary of the Executive, thedate and circumstances of the retirement, Disability, death or Separation fromService of the Executive, and such other pertinent information as the PlanAdministrator may reasonably require.

**Article 13**

**Miscellaneous**

13.1                           BindingEffect.  This Agreement shall bindthe Executive and the Bank, their beneficiaries, survivors, executors,administrators and transferees and any Beneficiary.

13.2                           NoGuarantee of Employment.  ThisAgreement is not an employment policy or contract. It does not give theExecutive the right to remain an Executive of the Bank, nor does it interferewith the Bank’s right to discharge the Executive. It also does not require theExecutive to remain an Executive nor interfere with the Executive’s right toterminate employment at any time.

13.3                           ApplicableLaw.  The Agreement and all righthereunder shall be governed by and construed according to the laws of the Stateof California, except to the extent preempted by the laws of the United Statesof America.

13.4                           Reorganization.  The Bank shall not merge or consolidate intoor with another company, or reorganize, or sell substantially all of its assetsto another company, firm or person unless such succeeding or continuingcompany, firm or person agrees to assume and discharge the obligations of theBank under this Agreement. Upon the occurrence of such event, the term “Bank”as used in this Agreement shall be deemed to refer to the successor or survivorcompany.

13.5                           Notice.  Any notice or filing required or permitted tobe given to the Bank under this Agreement shall be sufficient if in writing andhand-delivered, or sent by registered or certified mail, to the address below:
|   | Monterey County Bank |
|--------|----------------------|
|   | 601 Munras  Avenue   |
|   | Monterey, CA  93942  |

 

Such notice shall be deemed given as of the date ofdelivery or, if delivery is made by mail, as of the date shown on the postmarkor the receipt for registration or certification.

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Any notice or filing required or permitted to be givento the Executive under this Agreement shall be sufficient if in writing andhand-delivered, or sent by mail, to the last known address of the Executive.

13.6                           EntireAgreement.  This Agreement, alongwith the Executive’s Beneficiary Designation Form, constitutes the entireagreement between the Bank and the Executive as to the subject matter hereof.No rights are granted to the Executive under this Agreement other than thosespecifically set forth herein.

INWITNESS WHEREOF, the parties have executed this Agreement as of the dateindicated above.
| **EXECUTIVE:**              | ** ** | **MONTEREY COUNTY BANK** |
|-----------------------------|------------|--------------------------|
|                        |       |                     |
| /s/ Charles T.  Chrietzberg |       | By                       | /s/ Bruce N. Warner |
| **Charles  T. Chrietzberg** |       |                     | Bruce N. Warner |
|                        |       | Title                    | Executive Vice President |

 

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MONTEREYCOUNTY BANKSupplemental Life Insurance AgreementBENEFICIARY DESIGNATION FORM

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o            New Designationx           Changein Designation

I, CHARLES T.CHRIETZBERG, designate the following as Beneficiary under the Agreement:
| **Primary:**                                                                       | ** ** |   |                                  |
|------------------------------------------------------------------------------------|------------|--------|---------------------------------------|
| The Charles T. and Sandra G. Chrietzberg 1994  Revocable Living Trust dtd. 8/30/94 |       |   | 100%                                  |
|                                                                               |       |   |                                  |
| Charles T. Chrietzberg, Jr. and Sandra Gail  Chrietzberg, CO-TTFES                 |       |   |       % |
|                                                                               |       |   |                                  |
|                                                                               |       |   |       % |
| **Contingent:**                                                                    | ** ** |   |                                  |
| ** **                                                                         | ** ** |   |       % |
| ** **                                                                         | ** ** |   |                                  |
| ** **                                                                         | ** ** |   |       % |
| ** **                                                                         | ** ** |   |                                  |
| ** **                                                                         | ** ** |   |       % |

 

**Notes:**

**·      Please PRINT CLEARLY or TYPE the names ofthe beneficiaries.**

**·****                 To name a trustas beneficiary, please provide the name of the trustee(s) and the exactname and date of the trust agreement.**

**·****                 To name yourestate as beneficiary, please write “Estate of [your name]”.**

**·****                 Be aware that noneof the contingent beneficiaries will receive anything unless ALL of the primarybeneficiaries predecease you.**

I understand that I may change these beneficiarydesignations by delivering a new written designation to the Plan Administrator,which shall be effective only upon receipt and acknowledgement by the PlanAdministrator prior to my death. I further understand that the designationswill be automatically revoked if the beneficiary predeceases me, or, if I havenamed my spouse as beneficiary and our marriage is subsequently dissolved.
| Name:      | Charles T. Chrietzberg, Jr.     |   |                   |
|------------|---------------------------------|--------|------------------------|
|       |                            |   |                   |
| Signature: | /s/ Charles T. Chrietzberg, Jr. |   | Date: October 26, 2006 |

 
| **SPOUSAL CONSENT (Required if Spouse not named beneficiary):**                                                                                                                             |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                        |
| I consent to the beneficiary designation above, and  acknowledge that if I am named beneficiary and our marriage is subsequently  dissolved, the designation will be automatically revoked. |
|                                                                                                                                                                                        |
| Spouse Name:                                                                                                                                                                                | Sandra Gail Chrietzberg |   |   |
|                                                                                                                                                                                        |   |   |   |
| Signature:                                                                                                                                                                                  | /s/ Sandra Gail Chrietzberg |   | Dated: October 26, 2006 |

 

Received by the Plan Administrator this            day of                      ,2   
| By:    |   |   |
|--------|--------|--------|
|   |   |   |
| Title: |   |   |

 

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