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                                     EXHIBIT
                                 ITEM 10(ii)A(4)

    Amendment to the Salary Continuation Agreement dated December 31, 1993



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                                    AMENDMENT
                           TO THE SALARY CONTINUATION
                                    AGREEMENT
                             DATED DECEMBER 31, 1993

         This Amendment, made and entered into this 6th day of January, 2000,
by and between Monterey County Bank, a Bank organized and existing under the
laws of the State of California, hereinafter referred to as the, "Bank", and
Charles T. Chrietzberg, Jr., a Key Employee and Executive of the Bank,
hereinafter referred to as the, "Executive", shall effectively amend the
Salary Continuation Agreement dated December 31, 1993 as specifically set
forth herein pursuant to ARTICLE XII, MISCELLANEOUS, paragraph 12.01,
AMENDMENT, of said agreement. The Salary Continuation Agreement shall be
amended as follows:

1.) ARTICLE II, BENEFITS, paragraph 2.01, DEATH BEFORE RETIREMENT, shall be
deleted in its entirety and replaced with the following: "Upon the death of
the Executive, there shall be no benefits due and payable and this agreement
shall automatically terminate."

2.) ARTICLE II, BENEFITS, paragraph 2.02, DISABILITY BEFORE RETIREMENT, shall
be deleted in its entirety and replaced with the following:

" The Bank shall account for this benefit using the regulatory accounting
principles of the Bank's primary federal regulator. The Bank shall establish
an accrued liability retirement account for the Executive into which
appropriate reserves shall be accrued. If, prior to retirement of the
Executive, the Executive becomes so disabled as to have his employment
terminated pursuant to ss. F.1(e) of the Employment Agreement referred to in
the recital hereof (or under the comparable provision of the employment
agreement then in effect), the corporation agrees to pay to the Executive,
the amount accrued in the Executive's liability retirement account up to and
including the date of said termination, in lieu of any amounts to which he
would be due hereunder at retirement. The lump sum payment shall be paid to
the Executive within six months after the date the Executive becomes totally
and permanently disabled."

3.) ARTICLE II, BENEFITS, subparagraph 2.03(a), RETIREMENT, shall be amended
to delete the annual sum of Thirty-seven Thousand Five Hundred Dollars ($
37,500.00) and replace it with the annual sum of Seventy-five Thousand
Dollars ($ 75,000.00).

Said subparagraph shall also be amended to delete the language in the sixth
line of the subparagraph, "...period of fifteen (15) years," and replace it
with the language, "until the death of the Executive."

THIS AMENDMENT SHALL HAVE THE EFFECT OF INCREASING THE BENEFIT TO $ 75,000.00
PER YEAR UNTIL THE DEATH OF THE EXECUTIVE. UPON DEATH THE EXECUTIVE SHALL NOT
BE ENTITLED TO ANY FURTHER BENEFIT UNDER THE TERMS OF THIS AGREEMENT AND THE
AGREEMENT SHALL TERMINATE. UPON DISABILITY, THE EXECUTIVE SHALL BE ENTITLED
TO A LUMP SUM PAYMENT AS SET FORTH HEREINABOVE.

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         This Amendment shall be effective the 12th day of August, 1999, and
the terms set forth hereinabove shall supercede the specific terms of the
December 31, 1993 agreement. To the extent that any terms of said agreement
are not specifically amended herein, or in any other amendment thereto, said
terms shall remain in full force and effect as set forth in said December 31,
1993 agreement.

         IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Amendment and executed the original thereof on the 6th
day of January, 2000, and that, upon execution, each has received a
conforming copy.

                                                     MONTEREY COUNTY BANK
                                                     Monterey, California




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





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


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