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EXHIBIT 10(F) - BANK OF LODI INCENTIVE COMPENSATION PLAN

                                 BANK OF LODI
                          INCENTIVE COMPENSATION PLAN
                                        
                                       I
                                    PURPOSE
The purpose of this Incentive Compensation Plan (the "Plan") is to advance the
interests of the Bank of Lodi (hereinafter called the "Company") by
strengthening, through the payment of incentive bonuses, the ability of the
Company to attract and retain valued key employees upon whose judgment,
initiative and efforts the successful conduct and development of the Company
depends.

                                      II
                                ADMINISTRATION
The Plan shall be administered by the Board of Directors of the Company
(hereinafter called the "Board").

                                      III
                                     FUNDS
The maximum amount of bonuses which may be distributed under this Plan with
reference to any fiscal year ("maximum amount") shall be established by the
Board, as soon as practicable in such fiscal year, provided, however, that the
Company's net earnings before tax for the prior fiscal year meet a threshold
minimum.

                                      IV
                              PERFORMANCE TARGETS
From time to time, the Board shall establish Company performance goals.  The
maximum amount which may be distributed for any fiscal year under this Plan
shall be determined, in such manner as the Board shall prescribe, by the extend
to which the Company attains these goals.

                                       V
                                  ELIGIBILITY
The Board shall determine the key employees of the Company who shall participate
in the Plan for any fiscal year as soon as practicable following the close
thereof.

                                      VI
                                AMOUNT OF BONUS
The amount of bonus to be paid to any participant hereunder shall be determined
by the Board.

                                      VII
                                 TERM OF PLAN
The Plan shall become effective when it shall have been approved by an
affirmative vote of the Board.  The Plan shall remain in effect for the
designated plan period (January 1 through December 31).

                                     VIII
                             AMENDMENT OF THE PLAN
The Board shall have the power at any time to amend or terminate the Plan, in
whole or in part.

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                                     VIII
                             AMENDMENT OF THE PLAN

The Board shall have the power at any time to amend or terminate this Plan, in
whole or in part based upon consideration of the following:

       Qualitative considerations:

           Classified Assets:
                *      Loans:
                           *      Classified assets (loans, OREO & securities -
                                  substandard, doubtful and loss) should be less
                                  than 50% of capital.

                           *      Past due loans should be less than 5.00% of
                                  outstanding loans - trend analysis should show
                                  a static or improving condition. Consideration
                                  should be given to decisions with regards to
                                  nonaccrual and charge off activity.

                *      Securities:
                           *      Classified assets (loans & securities) should
                                  be less than 50% of capital.
           Loan Underwriting Standards:
                *     Loan Origination and Processing:
                           *      New loan review from outside examination
                                  should indicate no adverse tend history.
                                  Consider activity, exceptions and corrective
                                  action taken.
           Audits:
                *     OCC Examinations:
                           *      CAMEL rating of 3 or better. Any decline
                                  should be analyzed for purpose, negative
                                  trends and corrective action.
                *      Garrett Reviews:
                           *      Loan - should show static reports or improving
                                  trends. Economic conditions should be
                                  considered along with individual performance.
                           *      Compliance - should show static or improving
                                  reports. Trends should be flat or improving.
                                  Exceptions should be isolated and resolved on
                                  an individual or systemic basis.
                *      Peat Marwick Audits:
                           *      Review for audit adjustments and management
                                  letter issues.
                *      Mortgage:
                           *      Freddie Mac exceptions and buyback (unable to
                                  sell) issues should be considered.
                *      SBA:
                           *      Consider impact of SBA review, guarantee
                                  issues and concerns with the value of the
                                  operations.
           Risk Based Capital Ratios:
                *      Adequate Capital - should be within policy ranges and
                       above regulatory minimums. Any negative impact from
                       operations should be considered.
           Earnings:
                *      Source of Earnings - eligible earnings must be from
                       recurring sources, excluding the cumulative effect of
                       adopting new accounting standards and non-trading
                       securities gains & losses.
       Liquidity:
                *      Adequate Liquidity - no less than policy minimums.
       Market Risk:
                *      Prudent interest Rate Risk Exposure - potential impact on
                       net interest, capital and earnings within policy ranges.

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