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                                                                   EXHIBIT 10.9


                                BAY CITIES BANK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                            PARTICIPATION AGREEMENT


         THIS PARTICIPATION AGREEMENT (the "Participation Agreement") is
entered into as of this 25th day of January, 2002 by and between Bay Cities
Bank (the "Employer"), and MARTI J. WARREN, an executive of the Employer (the
"Participant").

                                   RECITALS:

         WHEREAS, the Employer has adopted the Bay Cites Bank Supplemental
executive Retirement Plan ("Plan") effective as of January 25, 2002, and the
Administrator has determined that the Participant shall be eligible to
participate in the Plan on the terms and conditions set forth in this
Participation Agreement and the Plan;

         NOW, THEREFORE, in consideration of the foregoing and the agreements
and covenants set forth herein, the parties agree as follows:

         1.       Definitions. Except as otherwise provided, or unless the
context otherwise requires, the terms used in this Participation Agreement
shall have the same meanings as set forth in the Plan.

         2.       Plan. Plan means the Bay Cities Bank Supplemental executive
Retirement Plan, as the same may be altered or supplemented in any validly
executed Participation Agreement.

         3. Incorporation of Plan. The Plan, a copy of which is attached hereto
as Exhibit A, is hereby incorporated into this Participation Agreement as if
fully set forth herein, and the parties hereby agree to be bound by all of the
terms and provisions contained in the Plan. The Participant hereby acknowledges
receipt of a copy of the Plan and, subject to the foregoing, confirms his
understanding and acceptance of all of the terms and conditions contained
therein.

         4.       Effective Date of Participation. The effective date of the
Participant's participation in the Plan shall be January 25, 2002 (the
"Participation Date").

         5.       Normal Retirement Age. The Participant's Normal Retirement
Age for purposes of the Plan and this Participation Agreement is age sixty-five
(65).

         6. Prohibition Against Funding. Should any investment be acquired in
connection with the liabilities assumed under the Plan dn Participation
Agreement it is expressly understood and agreed that the Participants and
Beneficiaries shall not have any right with respect to, or claim against, such
assets nor shall any such purchase be construed to create a trust of any kind
or a fiduciary relationship between the Employer and the Participants, their
Beneficiaries, or any other person. Any such assets shall be and remain a part
of the general unpledged, unrestricted assets of the Employer, subject to the
claims of its general creditors. It is the express intention of the parties
hereto that this arrangement shall be unfunded for tax purposes and for
purposes of Title I of ERISA. The Participant shall be required to look to the
provisions of the Plan and to the Employer itself for enforcement of any and
all benefits due under this Participation Agreement, and, to the extent the
Participant acquires a right to receive payment under the Plan and this


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Participation Agreement, such right shall be no greater than the right of any
unsecured general creditor of the Employer. The Employer shall be designated
the owner and beneficiary of any investment acquired in connection with its
obligation under the Plan and this Participation Agreement.

         7.       Provisions Related to SERP Benefit.

                  a.       Benefit. The SERP Benefit for the Participant shall
                           be an annual payment of SIXTY THOUSAND DOLLARS
                           ($60,000), for a period of fifteen (15) years
                           beginning in the year of the last to occur of
                           Participant's termination of employment or attaining
                           Normal retirement Age; provided, however, that the
                           amount of such annual payment shall be subject to
                           the vesting provisions set forth in subparagraph (b)
                           below.

                  b.       Vesting. Participant's right to payment of the SERP
                           Benefit shall begin to vest after completion of ten
                           (10) continuous Years of Service from the date
                           hereof. For each Year of Service thereafter
                           completed, Participant shall vest in and be entitled
                           to a percentage of the SERP Benefit described in
                           subparagraph (a) above along the following schedule:


<TABLE>
<CAPTION>
                           Years of Service                   Percentage Vested

                           <S>                                <C>
                                    1                         Twenty Percent (20%)
                                    2                         Twenty Percent (20%) plus amounts
                                                              previously vested for a total of Forty Percent
                                                              (40%)
                                    3                         Twenty Percent (20%) plus amounts
                                                              previously vested for at total of Sixty Percent
                                                              (60%)
                                    4                         Twenty Percent (20%) plus amounts
                                                              previously vested for a total of Eight Percent
                                                              (80%)
                                    5                         Twenty Percent (20%) plus amounts
                                                              previously vested for a total of One Hundred
                                                              Percent (100%)
</TABLE>

                  c.       If Participant shall terminate employment before
                           becoming fully vested in accordance with the
                           foregoing schedule, then the Employer shall begin
                           paying Participant the percentage of the SERP
                           Benefit in which the Participant was vested at the
                           time of termination of employment when the
                           Participant attains or would have attained Normal
                           Retirement Age. In the alternative, the Employer
                           may, at its sole option, pay to the Participant the
                           present commuted value of such SERP Benefit payment,
                           calculated as of the date of termination of
                           employment in accordance with generally accepted
                           actuarial principles. In the event Participant
                           terminates employment prior to becoming vested in at
                           least some percentage of the SERP Benefit in
                           accordance with the foregoing schedule, the
                           Participant shall forfeit any and all rights to
                           payment of the SERP Benefit.


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                  d.       Termination of Employment after Age 55 but Before
                           Normal Retirement Age. If Participant terminate
                           employment after reaching the age of fifty-five
                           (55), but before reaching Normal Retirement Age, at
                           the election of the employee the Employer will in
                           good faith negotiate for the SERP benefit to be paid
                           to Participant immediately in an amount and for a
                           term based on: (i) the vesting schedule above; (ii)
                           the difference between the then cash value of any
                           investment acquired in line with Section 6 above and
                           the Employer's actual cash investment in the same;
                           and (iii) the Employer's need to recapture its
                           investment in connection with liabilities assumed
                           under the Plan.

                  e.       Change of Control. Notwithstanding the foregoing
                           provisions, upon the occurrence of a Change of
                           Control, as defined in the Plan, Participant shall
                           immediately become One Hundred Percent (100%) vested
                           in the SERP Benefit as described in subparagraph (a)
                           above.

                  f.       Participant Disability. Notwithstanding the
                           foregoing provisions, if Participant terminates
                           employment due to Disability, Participant shall
                           immediately become One Hundred Percent (100% vested
                           in the SERP Benefit as described in paragraph (a)
                           above.

                  g.       Form of SERP Benefit Payment. The annual SERP
                           Benefit will be paid equally in monthly installments
                           during the payment period. Each monthly installment
                           shall equal one-twelfth of the total annual SERP
                           Benefit. Upon the Participant's death, all remaining
                           payment shall be paid to the Participant's
                           Beneficiary(ies). Such distribution of the
                           aforementioned SERP Benefit shall commence on the
                           first day of the calendar month next following the
                           Participant's Normal Retirement or death.

                  h.       Beneficiary. Each Participant may, from time to
                           time, designate one or more persons (whom ay be any
                           one or more members of such person's family or other
                           persons, administrators, trusts, foundations or
                           other entities) as his Beneficiary under the
                           Participation Agreement. Such designation shall be
                           made on a form prescribed by the Administrator (an
                           example of such form is attached hereto as Exhibit
                           B). Each Participant may at any time, and from time
                           to time, change any previous Beneficiary
                           designation, without notice to or consent of any
                           previously designated Beneficiary, by amending his
                           or her previous designation on a form prescribed by
                           the Administrator. If no person shall be designated
                           by the Participant as a Beneficiary, or if the
                           designated Beneficiary shall not survive the
                           Participant, payment of his interest shall be made
                           to the Participant's estate. If more than one person
                           is the beneficiary of a deceased Participant, each
                           such person shall receive a pro rata share of any
                           death benefit payable unless otherwise designated on
                           the applicable form.

         8.       General Provisions.


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                  a.       No Assignment.

                           No benefit under the Participation Agreement shall
                           be subject in any manner to anticipation,
                           alienation, sale, transfer, assignment, pledge,
                           encumbrance, or charge, and any such action shall be
                           void for all purposes of the Participation
                           Agreement. No benefit shall in any manner be subject
                           to the debts, contracts, liabilities, engagements,
                           or torts of any person, nor shall it be subject to
                           attachments or other legal process for or against
                           any person, except to such extent as may be required
                           by law.

                  b.       Headings.

                           The headings contained in the Participation
                           Agreement are inserted only as a matter of
                           convenience and for reference and in no way define,
                           limit, enlarge, or describe the scope or intent of,
                           or in any way affect this Participation Agreement or
                           the construction of any provision thereof.

                  c.       Terms.

                           Capitalized terms shall have meaning as defined
                           herein. Singular nouns shall be read as plural,
                           masculine pronouns shall be read as feminine, and
                           vice versa, as appropriate.

                  d.       Successors.

                           This Participation Agreement shall be binding upon
                           each of the parties and shall also be binding upon
                           their respective successors and the Employer's
                           assigns.

                  e.       Amendments.

                           This Participation Agreement may not be modified or
                           amended except by a duly executed instrument in
                           writing signed by the Employer and the Participant.


         IN WITNESS WHEREOF, each of the parties has caused this Participation
Agreement to be executed as of the day first above written.


PARTICIPANT:                                 BAY CITIES BANK:

/s/ Marti J. Warren                          By: /s/ A. Bronson Thayer
---------------------------                     -------------------------------
MARTI J. WARREN                              Title: Chairman


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