EXHIBIT
10.12


FIRST
AMENDMENT TO THE

SERVICE 1ST BANK

ENDORSEMENT SPLIT-DOLLAR AGREEMENT

DATED SEPTEMBER 10, 2003

FOR BRYAN HYZDU


This First Amendment (Amendment) to the Endorsement
Split-Dollar Agreement between Service 1st Bank (Split Dollar Agreement) located
in Stockton, California (Bank) and Bryan Hyzdu (Executive) is adopted August
21, 2008, as set forth below.


The Bank and the Executive executed the Split Dollar
Agreement on September 10, 2003 (Agreement).


The undersigned hereby amends, in part, said Split
Dollar Agreement for the purpose of: (i) reducing the death benefits payable to
the Executive’s beneficiaries in proportion to any reduction or cutback in
benefits payable under the salary continuation agreement with Executive (Salary
Continuation Agreement) resulting from a Change of Control (as defined therein)
and (ii) coordinating benefits so that Executive (or his beneficiaries)
may receive either death benefits under the Split Dollar Agreements or benefits
under the Salary Continuation Agreements, but not both; and (iii) complying
with section 409A of the Code. Therefore, the following changes shall be made


	
 

	
 

	
 


	
1.

	
Article 2.2 of the
  Agreement shall be deleted in its entirety and replaced by article 2.2,
  below.


	
 

	
 

	
 


	
 

	
2.2

	
Executive’s Interest. Subject to Article 7, the Executive shall have the right
  to designate the beneficiary of SIX HUNDRED EIGHTY THOUSAND DOLLARS
  ($680,000) of death proceeds. If Executive receives or begins receiving
  benefits pursuant to the amended Salary Continuation Agreement between
  Executive and the Bank (Salary Continuation Agreement), then no death
  benefits shall be payable to Executive’s beneficiaries pursuant to this
  Agreement in the event of Executive’s death.


	
 

	
 

	
 


	
2.

	
A new article 2.3 shall be
  added to the Agreement as set forth, below.


	
 

	
 

	
 


	
 

	
2.5

	
Reduction
  in Benefits due to Change in Control. If all or any portion of the amounts payable to the
  Executive pursuant to the Salary Continuation Agreement have been reduced
  because, the payments under the Salary Continuation Agreement alone or
  together with other payments which the Executive has the right to receive
  from the Bank, constitute “excess parachute payments” within the meaning of
  Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),
  that are subject to the excise tax imposed by Section 4999 of the Code (or
  similar tax and/or assessment), then any amounts that may become payable
  under this Agreement shall be no greater than the amount that would have been
  payable to Executive under the Salary Continuation Agreement after taking
  into account any reductions.”






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3.

	
The language of this Amendment shall supersede the
  provisions of the Plan to the extent the Plan is inconsistent with the
  provisions of this amendment. Except as amended above, the remaining
  provisions of the Plan shall remain in full force and effect.





IN WITNESS WHEREOF, the Bank and the Executive have
caused this Amendment to be executed on this 22nd day of August 2008.


	
 

	
 

	
 


	
 

	
BANK


	
 

	
 

	
 


	
 

	
SERVICE 1ST BANK


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Robert Bloch 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
Title: 

	
Executive Vice President


	
 

	
 

	



	
 

	
 

	
 


	
 

	
EXECUTIVE


	
 

	

/s/ Bryan Hyzdu


	
 

	



	
 

	
Bryan Hyzdu





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