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                                                                  EXHIBIT 10.23


                        TERMINATION PROTECTION AGREEMENT


        THIS AGREEMENT is entered into as of the date specified in Section 2
below as the Effective Date, by and between BancWest Corporation, a Delaware
corporation, and John K. Tsui (the "Executive").

        Executive is a skilled and dedicated employee who has important
management responsibilities and talents, which benefit the Company. The Company
believes that its best interests will be served if Executive is encouraged to
remain with the Company. The Company has determined that Executive's ability to
perform Executive's responsibilities and utilize Executive's talents for the
benefit of the Company, and the Company's ability to retain Executive as an
employee, will be significantly enhanced if Executive is provided with fair and
reasonable protection from the risks of a change in ownership or control of the
Company. Accordingly, the Company and Executive agree as follows:

        1. Defined Terms.

        Unless otherwise indicated, capitalized terms used in this Agreement
which are defined in Schedule A shall have the meanings set forth in Schedule A.

        2. Effective Date; Term.

        This Agreement shall be effective as of the date of the consummation of
the transaction(s) contemplated by the Agreement and Plan of Merger dated as of
May 7, 2001 by and among the Company, BNP Paribas, a societe anonyme or limited
liability banking corporation organized under the laws of the Republic of France
("BNP"), and Newco 1 (the "Effective Date") and shall remain in effect until the
third anniversary thereof (the "Term"). Notwithstanding the foregoing, this
Agreement shall, if in effect on the date of a Change of Control, remain in
effect for two years following the Change of Control.

        3. Change of Control Benefits.

        If, during the Term of this Agreement, Executive's employment with the
Company is terminated at any time by the Company without Cause, or by Executive
for Good Reason (the effective date of either such termination hereafter
referred to as the "Termination Date"), Executive shall be entitled to the
payments and benefits provided hereafter in this Section 3 and as set forth in
this Agreement. Notice of termination without Cause or for Good Reason shall be
given in accordance with Section 14, and shall indicate the specific termination
provision hereunder relied upon, the relevant facts and circumstances and the
Termination Date.

        (a)     Severance Payments. Within fifteen business days after the
                Termination Date, the Company shall pay Executive a cash lump
                sum equal to:


                (1)     200% of the sum of (A) the Executive's annual rate of
                        Base Salary, as in effect on the date of the employment
                        termination, plus (B) the arithmetic mean of the Annual
                        Bonuses awarded to


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                                                                              2


                        the Executive by the Company for the three most recent
                        consecutive fiscal years ending prior to the date of the
                        employment termination (regardless of when paid), plus
                        (C) an amount equal to the arithmetic mean of the awards
                        paid or payable to the Executive under the Company LTIP
                        and/or New LTIP, as applicable, in respect of the three
                        most recently completed performance cycles under such
                        plan, provided that such amount shall in no event be
                        less than the Executive's award payable in year 2000
                        under the Company LTIP; and

                (2)     The sum of (A) the Executive's Target Bonus for the
                        fiscal year of termination multiplied by a fraction (the
                        "Fraction"), the numerator of which shall equal the
                        number of days the Executive was employed by the Company
                        in the fiscal year in which the termination occurs, and
                        the denominator of which shall equal 365, plus (B) the
                        target award(s) in respect of all performance periods in
                        existence under the Company LTIP and/or New LTIP, as
                        applicable, as of the date of termination, to which the
                        Executive may become entitled under the applicable plan,
                        multiplied by the Fraction.

        (b)     Equity Incentive Compensation. Upon termination, all unvested
                stock options, stock appreciation (phantom stock) rights
                ("SARs") (if any) and any restricted stock awards shall become
                fully vested, and all options and SARs shall remain outstanding
                and exercisable for the balance of the term of such awards.

        (c)     Insurance Coverage. During the 24-month period commencing upon a
                termination of employment described in this Section 3 above
                (such period, the "Severance Period"), the Executive (and, where
                applicable, his dependents) shall be entitled to continue
                participation in the group insurance plans maintained by the
                Company, including life, disability and health insurance
                programs, as if he were still an employee of the Company. Where
                applicable, the Executive's salary for purposes of such plans
                shall be deemed to be equal to his Base Salary as of the date of
                termination of the Executive's employment. To the extent that
                the Company finds it impossible to cover the Executive under its
                group insurance policies during the Severance Period, the
                Company shall provide the Executive with individual policies
                which offer at least the same level of coverage and which impose
                not more than the same costs on him. The foregoing
                notwithstanding, in the event that the Executive becomes
                eligible for comparable group insurance coverage in connection
                with new employment, the coverage provided by the Company under
                this subsection (c) shall become secondary. Any group health
                continuation coverage that the Company is required to offer
                under the Consolidated Omnibus Budget Reconciliation Act of 1986


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                                                                              3


                ("COBRA") shall commence when coverage under this subsection (c)
                terminates.

        (d)     Payment of Earned But Unpaid Amounts. Within fifteen business
                days after the Termination Date, the Company shall pay Executive
                the Base Salary through the Termination Date, any Bonus earned
                but unpaid as of the Termination Date for any previously
                completed fiscal year of the Company, all compensation
                previously deferred by Executive but not yet paid and
                reimbursement for any unreimbursed expenses properly incurred by
                Executive in accordance with Company policies prior to the
                Termination Date. Executive shall also receive such employee
                benefits, if any, to which Executive may be entitled from time
                to time under the Executive benefit or fringe benefit plans,
                policies or programs of the Company, other than any Company
                severance policy (payments and benefits in this subsection (d),
                the "Accrued Benefits").

        (e)     Additional Benefit Plan Service and Age. For purposes of
                eligibility for retirement, for early commencement or actuarial
                subsidies under any Company (or and subsidiary thereof) pension,
                medical reimbursement or life insurance plan (or any such
                alternative contractual arrangement that the Executive may have
                with the Company (or and subsidiary thereof), Executive will be
                credited with an additional two years of service and age beyond
                that accrued as of the Termination Date; provided that if any
                benefits afforded by this Agreement, including the benefits
                arising from the grant of additional service and age, cannot be
                provided under the qualified pension plan of the Company due to
                the qualification provisions of the Code, the benefit, or its
                equivalent in value, shall be provided under a nonqualified
                pension plan of the Company.

        4.      Mitigation.

        Executive shall not be required to mitigate damages or the amount of any
payment provided for under this Agreement by seeking other employment or
otherwise, and, subject to Section 3(c), compensation earned from such
employment or otherwise shall not reduce the amounts otherwise payable under
this Agreement. No amounts payable under this Agreement shall be subject to
reduction or offset in respect of any claims, which the Company (or any other
person or entity) may have against Executive.

        5.      Tax Effect of Payments.

                (a)     Excise Tax Restoration Payment. In the event that it is
                        determined that any payment, benefit provided or
                        distribution of any type (including, without limitation,
                        the value of the acceleration of vesting of, or payment
                        in respect of, any options or other equity or
                        equity-based awards, and the payment of any amounts
                        under the Company LTIP (or any other similar plan,
                        program or arrangement), by the Company, by


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                                                                              4



                        any of its affiliates, by any one or more trusts
                        established by the Company (or any of its affiliates)
                        for the benefit of its employees, by any person who
                        acquires ownership or effective control of the Company
                        or ownership of a substantial portion of the Company's
                        assets (within the meaning of Section 280G of the
                        Internal Revenue Code of 1986, as amended, and the
                        regulations thereunder (the "Code")) or by any affiliate
                        of such person, to or for the benefit of the Executive,
                        whether paid or payable or distributed or distributable
                        pursuant to the terms of this Agreement, an employment
                        agreement or otherwise (the "Total Payments"), would be
                        subject to the excise tax imposed by Section 4999 of the
                        Code or any interest or penalties are incurred by the
                        Executive with respect to such excise tax (such excise
                        tax, together with any such interest or penalties, are
                        collectively referred to as the "Excise Tax"), then the
                        Executive shall be entitled to receive an additional
                        payment (an "Excise Tax Restoration Payment") in an
                        amount that shall fund the payment by the Executive of
                        any Excise Tax on the Total Payments as well as all
                        income taxes imposed on the Excise Tax Restoration
                        Payment, any Excise Tax imposed on the Excise Tax
                        Restoration Payment and any interest or penalties
                        imposed with respect to taxes on the Excise Tax
                        Restoration Payment or any Excise Tax.

                (b)     Determination by Auditors. All mathematical
                        determinations and all determinations of whether any of
                        the Total Payments are "parachute payments" (within the
                        meaning of Section 280G of the Code) that are required
                        to be made under this Agreement, including all
                        determinations of whether an Excise Tax Restoration
                        Payment is required, of the amount of such Excise Tax
                        Restoration Payment and of amounts relevant to the last
                        sentence of subsection (c), shall be made by the
                        independent auditors retained by the Company most
                        recently prior to the relevant change in control and
                        subject to the Executive's reasonable approval (the
                        "Auditors"), who shall provide their determination (the
                        "Determination"), together with detailed supporting
                        calculations regarding the amount of any Excise Tax
                        Restoration Payment and any other relevant matters, both
                        to the Company and to the Executive within seven
                        business days of the Executive's termination date, if
                        applicable, or such earlier time as is requested by the
                        Company or by the Executive (if the Executive reasonably
                        believes that any of the Total Payments may be subject
                        to the Excise Tax). If the Auditors determine that no
                        Excise Tax is payable by the Executive, it shall furnish
                        the Executive with a written statement that such
                        Auditors have concluded that no Excise Tax is payable
                        (including the reasons therefor) and that the Executive
                        has substantial authority not to report any Excise Tax
                        on the Executive's federal income tax return. If an
                        Excise Tax Restoration Payment is determined to be
                        payable, it shall be paid to the Executive within five
                        business days after the Determination is delivered to
                        the Company or the Executive. Any determination by the
                        Auditors shall be binding upon the Company and the
                        Executive, absent manifest error.



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                (c)     Underpayments and Overpayments. As a result of
                        uncertainty in the application of Section 4999 of the
                        Code at the time of the initial determination by the
                        Auditors hereunder, it is possible that Excise Tax
                        Restoration Payments may not be made by the Company that
                        should be made ("Underpayments") or that Excise Tax
                        Restoration Payments will have been made by the Company
                        which should not have been made ("Overpayments"). In
                        either event, the Auditors shall determine the amount of
                        the Underpayment or Overpayment that has occurred as
                        soon as possible. In the case of an Underpayment, the
                        amount of such Underpayment shall promptly be paid by
                        the Company to or for the benefit of the Executive. In
                        the case of an Overpayment, the Executive shall, at the
                        direction and expense of the Company, take such steps as
                        are reasonably necessary (including the filing of
                        returns and claims for refund), follow reasonable
                        instructions from, and procedures established by, the
                        Company and otherwise reasonably cooperate with the
                        Company to correct such Overpayment; provided, however,
                        that (i) the Executive shall in no event be obligated to
                        return to the Company an amount greater than the net
                        after-tax portion of the Overpayment that the Executive
                        has retained or has recovered as a refund from the
                        applicable taxing authorities and (ii) this provision
                        shall be interpreted in a manner consistent with the
                        intent of this agreement, which is to make the Executive
                        whole, on an after-tax basis, for the application of the
                        Excise Tax, it being understood that the correction of
                        an Overpayment may result in the Executive's repaying to
                        the Company an amount which is less than the
                        Overpayment.

        6.      Termination for Cause.

        Nothing in this Agreement shall be construed to prevent the Company from
terminating Executive's employment for Cause. If Executive is terminated for
Cause, the Company shall have no obligation to make any payments under this
Agreement, except for the Accrued Benefits.

        7.      Non-Competition

                (a)     Covenant Not To Compete. This Section 7 shall apply:

                        (i)     During the Term; and

                        (ii)    During the two-year period following the
                                termination of the Executive's employment by the
                                Company without Cause (other than for
                                Disability) or by the Executive's resignation
                                for Good Reason.

                        While this Section 7 applies, the Executive shall not,
                        directly or indirectly, engage in any banking business
                        or activity in the States of



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                        California, Hawaii, Nevada, New Mexico, Oregon,
                        Washington, or Idaho ("Competitive Business") nor be
                        employed by, render services of any kind to, advise or
                        receive compensation in any form from, nor invest or
                        participate in any manner or capacity in, any entity or
                        person which directly or indirectly engages in a
                        Competitive Business.

                (b)     Exception. Subsection (a) above shall not preclude
                        investments in a corporation whose stock is traded on a
                        public market and of which the Executive owns less than
                        five percent of the outstanding shares.

                (c)     Purpose of Covenant. It is agreed by both parties hereto
                        that the covenants contained in subsection (a) above are
                        reasonable and necessary to protect the confidentiality
                        of the customer lists, trade secrets, and other
                        confidential information concerning the Company,
                        acquired by the Executive.

                (d)     Specific Performance. The Executive and the Company
                        recognize and agree that (i) because of the nature of
                        the businesses in which the Company and its subsidiaries
                        are engaged and because of the nature of the
                        confidential information that the Executive has acquired
                        or will acquire with respect to the businesses of the
                        Company and its subsidiaries, it would be impracticable
                        and excessively difficult to determine the actual
                        damages of the Company or its subsidiaries in the event
                        that the Executive breaches any of the covenants
                        contained in subsection (a) above, and (ii) damages in
                        an action at law would not constitute reasonable or
                        adequate compensation to the Company or its subsidiaries
                        in the event that the Executive breaches any of such
                        covenants. Accordingly, if the Executive commits any
                        breach of such covenants or threatens to commit any such
                        breach, then the Company shall have the right to have
                        the covenants contained in subsection (a) above
                        specifically enforced by any court having equity
                        jurisdiction, without posting bond or other security, it
                        being acknowledged and agreed by both parties hereto
                        that any such breach or threatened breach would cause
                        irreparable injury to the Company and its subsidiaries
                        and that an injunction may be issued against the
                        Executive. The rights described in this subsection (d)
                        shall be in addition to, and not in lieu of, any other
                        rights or remedies available to the Company under law or
                        in equity.

                (e)     Modification by Court. If any of the covenants contained
                        in subsection (a) above is determined to be
                        unenforceable because of the duration of such covenants
                        or the area covered thereby, then the court making the
                        determination shall have the power to reduce the
                        duration of such covenants and/or the area covered
                        thereby, and such covenants, in their reduced form,
                        shall be enforceable.


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                (f)     Different Jurisdictions. If any of the covenants
                        contained in subsection (a) above is determined to be
                        wholly unenforceable by the courts of any domestic or
                        foreign jurisdiction, then the determination shall not
                        bar or in any way affect the Company's right to relief
                        in the courts of any other jurisdiction with respect to
                        any breach of such covenants in such other jurisdiction.
                        Such covenants, as they relate to each jurisdiction,
                        shall be severable into independent covenants and shall
                        be governed by the laws of the jurisdiction where a
                        breach occurs.

        8.      No Solicitation; Non-Disclosure of Confidential Information.

                (a)     This Section 8 shall apply (i) during the Term and (ii)
                        during the one-year period following the termination of
                        the Executive's employment by the Company for Cause or
                        by the Executive's voluntary resignation without Good
                        Reason. While this Section 8 applies, the Executive
                        shall not, directly or indirectly, contact any employee
                        of the Company or any of its subsidiaries to solicit
                        such employee to become an employee, partner or
                        independent contractor of the Executive or any other
                        person.

                (b)     During the Term of this Agreement and thereafter, the
                        Executive shall not, without the prior written consent
                        of the Board, disclose or use for any purpose (except in
                        the course of his employment and in furtherance of the
                        business of the Company and its subsidiaries)
                        confidential information or proprietary data of the
                        Company and its subsidiaries, except as required by
                        applicable law or legal process; provided, however, that
                        confidential information shall not include any
                        information known generally to the public or
                        ascertainable from public or published information
                        (other than as a result of unauthorized disclosure by
                        the Executive) or any information of a type not
                        otherwise considered confidential by persons engaged in
                        the same business or a business similar to that
                        conducted by the Company and its subsidiaries; provided,
                        further, that the Executive may disclose the existence
                        and contents of this Agreement to his family, legal
                        advisors, accountant and other financial advisors. The
                        Executive agrees to deliver to the Company at the
                        termination of his employment to the extent reasonably
                        requested by the Company, or at any other time the
                        Company may reasonably request, all memoranda, notes,
                        plans, records, reports and other documents (and copies
                        thereof) relating to the business of the Company and its
                        subsidiaries which he may then possess or have under his
                        control except for personal notes of the Executive



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                                                                               8


        9.      Indemnification; Director's and Officer's Liability Insurance.

        The Company shall indemnify the Executive to the fullest extent
permitted by applicable law against damages in connection with his status or
performance of duties as an officer or director of the Company or any of its
affiliates and shall maintain and cover the Executive under customary and
appropriate directors and officers liability insurance during the Term and
throughout the period of any applicable statute of limitations with respect to
any acts, omissions or other matters that may have occurred or arisen during the
Term.

        10.     Arbitration.

        Except as otherwise provided in Section 7, any controversy or claim
arising out of or relating to this Agreement or the breach thereof, shall be
settled by arbitration in Honolulu, Hawaii, in accordance with the rules of the
American Arbitration Association then in effect. Discovery shall be permitted to
the same extent as in a proceeding under the Federal Rules of Civil Procedure.
Judgment may be entered on the arbitrator's award in any court having
jurisdiction. All fees and expenses of the arbitrator and of the Executive's
legal counsel shall be paid (or promptly reimbursed to the Executive) by the
Company.

        11.     No Assignment.

        The rights of any person to payments or benefits under this Agreement
shall not be made subject to option or assignment, either by voluntary or
involuntary assignment or by operation of law, including (without limitation)
bankruptcy, garnishment, attachment or other creditor's process, and any action
in violation of this Section 11 shall be void.

        12.     Withholding.

        Notwithstanding any other provision of this Agreement, the Company may,
to the extent required by law, withhold applicable federal, state and local
income and other taxes from any payments due to Executive hereunder.

        13.     Applicable Law.

        This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to conflicts of laws principles
thereof.

        14.     Notice.

        Notices and all other communications contemplated by this Agreement
shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by U.S. registered or certified mail, return receipt
requested and postage prepaid. In the case of the Executive, mailed notices
shall be addressed to him at the home address which he most recently
communicated to the Company in writing. In the case of the Company, mailed
notices shall be addressed to its corporate headquarters, and all notices shall
be directed to the attention of its Secretary


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        15.     Entire Agreement; Modification.

        No agreements, representations or understandings (whether oral or
written and whether express or implied) which are not expressly set forth in
this Agreement have been made or entered into by either party with respect to
the subject matter hereof. This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof. A modification of this
Agreement shall be valid only if it is made in writing and executed by both
parties hereto. This Agreement shall be subject to the requirements of any
applicable banking law, regulation or order.

        16.     Counterparts.

        This Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.


                           [Signatures on next page.]



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        IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the 7th day of May
2001, to be effective as of the Effective Date.


                                     BANCWEST CORPORATION

                                     By:  /s/  Walter A. Dods, Jr.
                                         --------------------------------------
                                     Title:  Chairman & Chief Executive Officer



EXECUTIVE:

/s/  John K. Tsui
--------------------------------------
John K.Tsui



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                                                                           A-11



                                   SCHEDULE A

                               CERTAIN DEFINITIONS


           As used in this Agreement, and unless the context requires a
different meaning, the following terms, when capitalized, have the meaning
indicated:

        I.      "Act" means the Securities Exchange Act of 1934, as amended.

        II.     "Annual Bonus" means the amount payable to Executive under the
Company's applicable annual bonus plan with respect to a fiscal year of the
Company.

        III.    "Bank" means First Hawaiian Bank.

        IV.     "Base Salary" means Executive's annual rate of base salary in
effect on the date in question.

        V.      "Cause" means either of the following:

        (1)     A material failure by the Executive to perform substantially all
                of his duties, other than a failure resulting from the
                Executive's complete or partial incapacity due to physical or
                mental illness or impairment, hereunder;

        (2)     Gross misconduct, material fraud or material dishonesty to the
                Company or its employees in the performance of the Executive's
                duties to the Company;

        (3)     Conviction of, or plea of "guilty" or "no contest" to, a felony
                under the laws of the United States or any state thereof; or

        (4)     A material violation by the Executive in the course of his
                duties hereunder of any law or regulation to which the Company
                is subject provided that the Executive knew or should have known
                that the conduct in question was in violation of such law or
                regulation; provided, that a violation of such law or regulation
                shall be deemed to be "material" only if it results in material
                financial loss to the Company or if it materially impairs the
                Executive's ability to perform his duties hereunder or his value
                to the Company as its officer; and provided, further, that the
                Executive shall be fully protected by, and entitled to rely
                upon, advice of counsel to the Company for purposes of
                determining whether the Executive knew or should have known that
                the conduct in question was in violation of such law or
                regulation.

                For purposes of this Agreement, no act or failure to act on the
                Executive's part shall constitute "Cause" if done, or omitted,
                by him in good faith and in the reasonable belief that his
                action or omission was in, or not opposed to, the best interest
                of the Company. Termination of the Executive for Cause shall be
                made by delivery from the chief executive officer of the Company
                (the "CEO") to the Executive of written notice, at least 30
                days' prior to the effective date of such


<PAGE>   12

                                                                           A-12


                termination, specifying the basis, in the reasonable judgment of
                the CEO, for such termination and the particulars thereof;
                provided that with respect to clauses (1), (2) and (4) the
                Executive shall have a reasonable opportunity to cure or
                otherwise resolve the behavior in question prior to the
                effective date of such termination, in which case Cause shall
                not exist.

        VI.     "Change of Control" means the first to occur of any of the
following:

                (1)     BNP (and any of its wholly owned subsidiaries) do not
                        have, by themselves, the ability to elect a majority of
                        the Board,

                (2)     any Person (other than BNP, the Company, any trustee or
                        other fiduciary holding securities under an employee
                        benefit plan of BNP, the Company, or any company owned,
                        directly or indirectly, by the shareholders of BNP or
                        the Company in substantially the same proportions as
                        their ownership of stock of BNP or the Company), becomes
                        the beneficial owner, directly or indirectly, of
                        securities of BNP or the Company, representing 25% or
                        more of the combined voting power of BNP's or the
                        Company's then-outstanding securities, or

                (3)     the consummation of any merger, consolidation, plan of
                        arrangement, reorganization or similar transaction or
                        series of transactions in which BNP or the Company is
                        involved, other than such a transaction or series of
                        transactions which would result in the shareholders of
                        BNP or the Company immediately prior thereto continuing
                        to own (either by remaining outstanding or by being
                        converted into voting securities of the surviving
                        entity) more than 50% of the combined voting power of
                        the securities of BNP or the Company (or such surviving
                        entity (or the parent, if any)) outstanding immediately
                        after such transaction(s) in substantially the same
                        proportions as their ownership immediately prior to such
                        transaction(s).

                        For purposes of the Agreement, a Change in Control shall
                        not be deemed to have occurred upon the Effective Date
                        by reason of the transactions contemplated by the
                        Agreement and Plan of Merger among BNP, the Company and
                        Newco 1 dated as of May 7, 2001 or by reason of any
                        changes to the Board approved by BNP or its affiliates.

        VII.    "Code" means the Internal Revenue Code of 1986, as amended.

        VIII.   "Company" means BancWest Corporation and, after a Change of
Control, any successor or successors thereto.

        IX.     "Company LTIP" means the Company's long-term incentive plan as
in effect as of the date hereof.


<PAGE>   13

                                                                           A-13


        X.      "Good Reason" means that, on or after a Change of Control,
without Executive's express prior written approval, other than due to
Executive's Permanent Disability or death, the Executive:

        (1)     Has incurred a reduction in his position, title, authority or
                responsibility at the Company, the Bank and/or the Bank of the
                West or an adverse change to his reporting relationships, or has
                not been re-elected to any or all of the Boards of Directors of
                the Company or the Bank, and/or Bank of the West;

        (2)     Has incurred a reduction in his Base Salary or Target Bonus or a
                reduction in employee benefits (including perquisites, target
                long-term incentive compensation, retirement plan and deferred
                compensation plan benefits);

        (3)     Has been notified that his principal place of work will be
                relocated to a location outside the City of Honolulu, Hawaii; or

        (4)     Is required to work more than 80 days per year outside of the
                Company's principal offices in the City of Honolulu, Hawaii.

The Executive may also terminate his employment for "Good Reason" (x) if the
Company breaches any material provision of this Agreement or (y) for any reason
or no reason during the 30-day period following the first anniversary of any
Change in Control that occurs after the Effective Date. Except as provided in
(5) above, Executive shall have six months from the time Executive first becomes
aware of the existence of Good Reason to resign for Good Reason. For purposes of
this Agreement, any good faith determination of "Good Reason" made by the
Executive shall be conclusive; provided, however, that termination by the
Executive for Good Reason shall be made by delivery to the Board of written
notice, at least 30 days' prior to the effective date of such termination,
specifying the basis for such termination and the particulars thereof and
provided that the Company shall have a reasonable opportunity to cure or
otherwise resolve the problem in question prior to the effective date of such
termination, in which case Good Reason shall not exist.

        XI.     "New LTIP" means any long-term incentive plan established by the
Company (or any parent or affiliate thereof) after the Effective Date, in which
the Executive participates as of the date in question.

        XII.    "Permanent Disability" means a physical or mental incapacity
that qualifies the Executive for payments under the Company's or the Bank of the
West's group long-term disability insurance policy or plan.

        XIII.   "Target Bonus" means the target Bonus established for Executive
under the Company's annual incentive compensation plan, whether expressed as a
percentage of Base Salary or a dollar amount.