**Exhibit10.10**

** **

**CAPITALCORP OF THE WESTAMENDED SALARY CONTINUATION AGREEMENT**

 

**THIS AMENDED SALARY CONTINUATION AGREEMENT**(this “Agreement”) is entered into as of this 16th day of  October, 2003, by and between Capital Corpof the West with its main office in Merced, California (the “Bank”), and                                                   of the Bank (the “Executive”).

 

**WHEREAS**, the Executive has contributedsubstantially to the success of the Bank and the Bank desires that theExecutive continue in its employ,

 

**WHEREAS**, to encourage the Executive toremain an employee of the Bank, the Bank is willing to provide salarycontinuation benefits to the Executive, payable out of the Bank’s generalassets,

 

**WHEREAS**, the Bank and the Executive enteredinto an Executive Salary Continuation Agreement dated as of August 1,1999, providing for specified retirement benefits for the Executive aftertermination of employment,

 

**WHEREAS**, the Bank and the Executive haveagreed to certain changes in the terms and conditions of the existing ExecutiveSalary Continuation Agreement, including but not limited to revision of thedefinition of “disability” in Article 1 and updating of the claims andreview provisions of Article 6, as required by the Employee RetirementIncome and Security Act of 1974, as amended (“ERISA”),

 

**WHEREAS**, the Bank and the Executive intendthat, effective immediately, this Agreement shall supersede and replace in itsentirety the existing Executive Salary Continuation Agreement, and that afterthe effective date of this Agreement the existing Executive Salary ContinuationAgreement shall be of no further force or effect, and

 

**WHEREAS**, none of the conditions or eventsincluded in the definition of the term “golden parachute payment” that is setforth in section 18(k)(4)(A)(ii) of the Federal Deposit Insurance Act [12U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit Insurance Corporation Rule359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] exists or, to the best knowledge ofthe Bank, is contemplated insofar as the Bank is concerned.

 

**NOW THEREFORE**, in consideration of theforegoing premises and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree asfollows:

 

**ARTICLE 1DEFINITIONS**

 

Whenever used in this Agreement, the following termsshall have the meanings specified:

 

1.1           “*Accrual Balance*” means the liability thatshould be accrued by the Bank under generally accepted accounting principles(“GAAP”) for the Bank’s obligation to the Executive under this Agreement, byapplying Accounting Principles Board 12, as amended by Financial AccountingStandard 106, and the calculation method and discount rate specifiedhereinafter.  The Accrual Balance shallbe calculated assuming a level principal amount and interest as the discountrate is accrued each period.   Theprincipal accrual is determined such that when it is credited with interesteach month, the Accrual Balance at Normal Retirement Age equals the presentvalue of the normal retirement benefits. The discount rate means the rate used by the Plan Administrator fordetermining the Accrual Balance.  Therate is based on the yield on a 20-year corporate bond rated Aa by Moody’s,rounded to the nearest 1⁄4%.  The initialdiscount rate is 7%.  However, the PlanAdministrator, in its sole discretion, may adjust the discount rate to maintainthe rate within reasonable standards according to GAAP.

 

1.2           “*Change in Control*” means any of thefollowing events occurs —

 

(a)  *Merger*: Capital Corp of the West merges into or consolidates with anothercorporation, or merges another corporation into Capital Corp of the West, andas a result less than 75% of the combined voting power of the resultingcorporation immediately after the merger or consolidation

 

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is held by persons who were stockholders of CapitalCorp of the West immediately before the merger or consolidation,

 

(b)  *Acquisition of Significant Share Ownership*:  a report on Schedule 13D or anotherform or schedule (other than Schedule 13G) is filed or is required tobe filed under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934,if the schedule discloses that the filing person or persons acting inconcert has or have become the beneficial owner of 25% or more of a class ofCapital Corp of the West’s voting securities, but this clause (b) shall notapply to beneficial ownership of Capital Corp of the West voting shares held ina fiduciary capacity by an entity of which Capital Corp of the West directly orindirectly beneficially owns 50% or more of its outstanding voting securitiesor voting shares held by an employee benefit plan maintained for the benefit ofCounty Bank’s employees,

 

(c)  *Change in Board Composition*:  during any period of two consecutive years,individuals who constitute Capital Corp of the West’s board of directors at thebeginning of the two-year period cease for any reason to constitute at least amajority of Capital Corp of the West’s board of directors; *provided, however*, that — for purposes ofthis clause (c) — each director who is first elected by the board (or firstnominated by the board for election by stockholders) by a vote of at leasttwo-thirds of the directors who were directors at the beginning of the periodshall be deemed to have been a director at the beginning of the two-yearperiod, or

 

(d)  *Sale of Assets*: Capital Corp of the Westsells to a third party substantially all of Capital Corp of the West’sassets.  For purposes of this Agreement,sale of substantially all of Capital Corp of the West’s assets includes sale ofthe Bank alone.

 

1.3           “*Disability*” means the Executive suffers asickness, accident or injury that is determined by the carrier of anyindividual or group disability insurance policy covering the Executive, or bythe Social Security Administration, to be a disability rendering the Executivetotally and permanently disabled.  Atthe Bank’s request, the Executive must submit to the Bank proof of thecarrier’s or Social Security Administration’s determination.

 

1.4           “*Early Termination*” means Termination ofEmployment with the Bank before Normal Retirement Age, but “Early Termination”excludes Termination of Employment as a result of death, Disability,Termination for Cause, or Termination of Employment after a Change in Control.

 

1.5           “*Early Termination Date*” means the month,day and year on which Early Termination occurs.

 

1.6           “*Effective Date*” means the date and yearfirst written above.

 

1.7           “*Normal Retirement Age*” means theExecutive’s 65th birthday.

 

1.8           “*Normal Retirement Date*” means the later ofthe Normal Retirement Age and Termination of Employment with the Bank.

 

1.9           “*Person*” means an individual, corporation,partnership, trust, association, joint venture, pool, syndicate, soleproprietorship, unincorporated organization or other entity.

 

1.10         *“PlanAdministrator”* means the plan administrator described inArticle 7.

 

1.11         “*Plan Year*” means the calendar year endingon December 31.

 

1.12         “*Termination for Cause*” means thedefinition of termination for cause specified in any effective severance oremployment agreement existing on the date hereof or hereafter entered intobetween the Executive and the Bank or Capital Corp of the West.  If the Executive is not a party to aneffective severance or employment

 

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agreement containing a definition of termination for cause, Terminationfor Cause means the Bank has terminated the Executive’s employment for any ofthe following reasons —

 

(a)                                  grossnegligence or gross neglect of duties, or

 

(b)                                 fraud,disloyalty or willful violation of any law or significant Bank policy committedin the course of the Executive’s employment and resulting in an adverse effecton the Bank.  No act or failure to acton the Executive’s part shall be considered “willful” unless the Executive hasacted without good faith, or without good faith has failed to act, and theExecutive’s action or inaction is without a reasonable belief that his actionor inaction is in the Bank’s best interests.

 

1.13         “*Termination of Employment*” means that theExecutive shall have ceased to be employed by the Bank for any reasonwhatsoever, excepting a leave of absence approved by the Bank.  For purposes of this Agreement, if there isa dispute over the employment status of the Executive or the date of terminationof the Executive’s employment, the Bank shall have the sole and absolute rightto decide the dispute, unless a Change in Control shall have occurred within 24months before termination of employment.

 

**ARTICLE 2LIFETIME BENEFITS**

 

2.1           *Normal Retirement Benefit*.  Upon the Executive’s Termination ofEmployment on or after the Normal Retirement Age for reasons other than death,the Bank shall pay to the Executive the benefit described in thisSection 2.1 instead of any other benefit under this Agreement.

 

2.1.1  *Amount of Benefit*.  The annual benefit under thisSection 2.1 is$              ,as reflected in Schedule A.  In itssole discretion, the Bank’s board of directors may increase the annual benefitunder this Section 2.1.1, but any increase shall require recalculation ofSchedule A.

 

2.1.2  *Payment of Benefit*.  Beginning with the month after theExecutive’s Normal Retirement Date, the Bank shall pay the annual benefit tothe Executive in 12 equal monthly installments on the first day of each month.  The annual benefit shall be paid to theExecutive for 15 years.

 

2.2           *Early Termination Benefit*.  For Early Termination, the Bank shall pay tothe Executive the benefit described in this Section 2.2 instead of anyother benefit under this Agreement.

 

2.2.1  *Amount of Benefit*.  The benefit under this Section 2.2 isthat portion of the annual benefit specified in Section 2.1.1 in which theExecutive shall have become vested on or before the Early Termination Dateaccording to the vesting schedule set forth in Schedule A.  In its sole discretion, the Bank’s board ofdirectors may increase the annual benefit under this Section 2.2.1, butany increase shall require recalculation of Schedule A.

 

2.2.2  *Payment of Benefit*.  Beginning with the month after the Executive’sNormal Retirement Date, the Bank shall pay the annual benefit to the Executivein 12 equal monthly installments on the first day of each month.  The annual benefit shall be paid to theExecutive for 15 years.

 

2.3           *Disability Benefit*.  If the Executive terminates employmentbecause of Disability before the Normal Retirement Age, the Bank shall pay tothe Executive the benefit described in this Section 2.3 instead of anyother benefit under this Agreement.

 

2.3.1  *Amount of Benefit*.  The benefit under this Section 2.3 isthe Disability annual benefit amount set forth in Schedule A for the PlanYear ending immediately before the date on which Termination of Employmentoccurs.  In its sole discretion, theBank’s board of directors may

 

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increase the annual benefit under thisSection 2.3.1, but any increase shall require recalculation ofSchedule A.

 

2.3.2  *Payment of Benefit*.  Beginning with the month after theExecutive’s Normal Retirement Date, the Bank shall pay the Disability annualbenefit amount to the Executive in 12 equal monthly installments on the firstday of each month.  The annual benefitshall be paid to the Executive for 15 years.

 

2.4           *Change-in-Control Benefit*.  Instead of any other benefit under thisAgreement, the Bank shall pay to the Executive the benefit described in thisSection 2.4 if a Change in Control occurs after the Effective Date of thisAgreement but before the Executive’s Termination of Employment.  However, no benefits shall be payable underthis Agreement if Termination of Employment occurs under Article 5 of thisAgreement.

 

2.4.1  *Amount of Benefit*:  The Executive shall be 100% vested in theannual benefit specified in Section 2.1.1 as of the date of a Change inControl.  In its sole discretion, theBank’s board of directors may increase the annual benefit under thisSection 2.4.1, but any increase shall require recalculation ofSchedule A.

 

2.4.2  *Payment of Benefit*:  Beginning with the month after theExecutive’s Normal Retirement Date, the Bank shall pay the Change-in-Controlbenefit amount to the Executive in 12 equal monthly installments on the firstday of each month.  The annual benefitshall be paid to the Executive for 15 years.

 

2.5           *Petition for Payment of Vested Normal RetirementBenefit, Early Termination Benefit, Disability Benefit, or Change-in-ControlBenefit*.  If the Executive isentitled to the Disability benefit provided by Section 2.3 or theChange-in-Control benefit provided by Section 2.4, or if the Executive isentitled to the Normal Retirement benefit provided by Section 2.1 or EarlyTermination benefit  provided bySection 2.2, the Executive may petition the board of directors to have theAccrual Balance amount corresponding to that particular benefit paid to theExecutive in a single lump sum after deduction of any benefits already paidhereunder.  The board of directors shallhave sole and absolute discretion about whether to pay the remaining AccrualBalance in a lump sum.  If payment ofthe remaining Accrual Balance is paid in a single lump sum, the Bank shall haveno further obligations under this Agreement.

 

2.6           *Contradiction in Terms of Agreement andSchedule A*.  If there isa contradiction in the terms of this Agreement and Schedule A attached heretoconcerning the benefits due under Section 2.2, 2.3 or 2.4 hereof, then theactual amount of benefits prescribed by this Agreement shall control.

 

2.7           *ServiceBeyond the Normal Retirement Age*. If the Executive continues his employment with the Bank beyond theNormal Retirement Age, his receipt of normal retirement benefits will bedeferred until his ultimate Termination of Employment, and the value of thosebenefits may therefore be considered diminished somewhat by the time value ofmoney.  Accordingly, the Bank and theExecutive agree to review the normal retirement benefit amount reflected inSection 2.1.1 if the Executive elects to continue his employment beyondthe Normal Retirement Age.  If agreed toby the Bank and the Executive, the normal retirement benefit amount specifiedin Section 2.1.1 may be increased to account for the time value of moneyfor the period from the Executive’s Normal Retirement Age until his Terminationof Employment, employing the discount rate established by the Plan Administratorunder Section 1.1.

 

**ARTICLE 3DEATH BENEFITS**

 

3.1           *Death During Active Service*.  Except as provided in Section 5.2, ifthe Executive dies in active service to the Bank before the Normal RetirementDate, the Bank shall pay to the Executive’s beneficiary(ies) in a single lumpsum within three months after the Executive’s death an amount equal to theAccrual Balance as of the

 

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date of the Executive’s death. Alternatively, the Executive may elect for his beneficiary(ies) toreceive his death benefits in accordance with section 2.1 of thisAgreement beginning in the month following the month the Executive would havereached Normal Retirement Age, had he survived.

 

3.2           *Death Before or During Benefit Period*.  If the Executive dies after benefit paymentsunder Article 2 of this Agreement have commenced but before receiving allsuch payments, or if the Executive is entitled to benefit payments underArticle 2 but dies before payments commence, the Bank shall pay thebenefits or remaining benefits to the Executive’s beneficiary(ies) or estate atthe same time and in the same amounts they would have been paid to theExecutive had the Executive survived.

 

3.3           *Petition for Benefit Payments*.  If the Executive dies before receiving anyor all benefit payments to which he or she is entitled under Section 2.1,Section 2.2, Section 2.3 or Section 2.4, the Executive’sbeneficiary(ies) or estate may petition the board of directors to have theAccrual Balance corresponding to that particular benefit paid to theExecutive’s beneficiary(ies) or estate in a single lump sum after deduction ofany normal retirement benefits, early termination benefits, Disabilitybenefits, or Change-in-Control benefits already paid hereunder.  The board of directors shall have sole andabsolute discretion about whether to pay the remaining Accrual Balance in alump sum.  If payment of the remainingAccrual Balance is paid in a single lump sum, the Bank shall have no furtherobligations under this Agreement.

 

**ARTICLE 4BENEFICIARIES**

 

4.1           *Beneficiary Designations*.  The Executive shall designate a beneficiaryor beneficiaries by filing a written designation with the Bank.  The Executive may revoke or modify thedesignation at any time by filing a new designation.  However, designations will be effective only if signed by theExecutive and accepted by the Bank during the Executive’s lifetime.  The Executive’s beneficiary designationshall be deemed automatically revoked if the beneficiary predeceases theExecutive, or if the Executive names a spouse as beneficiary and the marriageis subsequently dissolved.  If theExecutive dies without a valid beneficiary designation, all payments shall bemade to the Executive’s estate.

 

*4.2          Facility of Payment*.  If a benefit is payable to a minor, to aperson declared incapacitated, or to a person incapable of handling thedisposition of his or her property, the Bank may pay such benefit to theguardian, legal representative or person having the care or custody of suchminor, incapacitated person or incapable person.  The Bank may require such proof of incapacity, minority orguardianship as the Bank deems appropriate before distribution of the benefit.  Distribution shall completely discharge theBank from all liability for such benefit.

 

**ARTICLE 5GENERAL LIMITATIONS**

 

5.1           *Termination for Cause*.  Notwithstanding any provision of thisAgreement to the contrary, the Bank shall not pay any benefit under thisAgreement if the Executive’s employment is terminated in a Termination forCause.

 

5.2           *Misstatement on Insurance Application*.  The Bank shall not pay any benefit underthis Agreement if the Executive has made any material misstatement of fact onany application for life insurance purchased by the Bank.

 

5.3           *Removal*. If the Executive is removed from office or permanently prohibited fromparticipating in the conduct of the Bank’s affairs by an order issued undersection 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shallterminate as of the effective date of the order.

 

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5.4           *Insolvency*.  If the Commissioner of the California Department of FinancialInstitutions appoints the Federal Deposit Insurance Corporation as receiver forthe Bank under California Financial Code sections 3220-3225, all obligationsunder this Agreement shall terminate as of the date of the Bank’s declaredinsolvency.

 

**ARTICLE 6CLAIMS AND REVIEW PROCEDURES**

 

6.1           *Claims Procedure*.  A person or beneficiary (“claimant”) who hasnot received benefits under the Agreement that he or she believes should bepaid shall make a claim for such benefits as follows —

 

6.1.1  *Initiation – Written Claim*.  The claimant initiates a claim by submittingto the Bank a written claim for the benefits.

 

6.1.2  *Timing of Bank Response*.  The Bank shall respond to such claimantwithin 90 days after receiving the claim. If the Bank determines that special circumstances require additional timefor processing the claim, the Bank can extend the response period by anadditional 90 days by notifying the claimant in writing, prior to the end ofthe initial 90-day period, that an additional period is required.  The notice of extension must set forth thespecial circumstances and the date by which the Bank expects to render itsdecision.

 

6.1.3  *Notice of Decision*.  If the Bank denies part or all of the claim,the Bank shall notify the claimant in writing of such denial.  The Bank shall write the notification in amanner calculated to be understood by the claimant.  The notification shall set forth —

 

6.1.3.1               The specificreasons for the denial,

 

6.1.3.2               A reference to thespecific provisions of the Agreement on which the denial is based,

 

6.1.3.3               A description ofany additional information or material necessary for the claimant to perfectthe claim and an explanation of why it is needed,

 

6.1.3.4               An explanation ofthe Agreement’s review procedures and the time limits applicable to suchprocedures, and

 

6.1.3.5               A statement of theclaimant’s right to bring a civil action under ERISA Section 502(a) followingan adverse benefit determination on review.

 

6.2           *Review Procedure*.  If the Bank denies part or all of the claim,the claimant shall have the opportunity for a full and fair review by the Bankof the denial, as follows —

 

6.2.1  *Initiation – Written Request*.  To initiate the review, the claimant, within60 days after receiving the Bank’s notice of denial, must file with the Bank awritten request for review.

 

6.2.2  *Additional Submissions– Information Access*.  The claimant shall then have the opportunityto submit written comments, documents, records and other information relatingto the claim.  The Bank shall alsoprovide the claimant, upon request and free of charge, reasonable access to,and copies of, all documents, records and other information relevant (asdefined in applicable ERISA regulations) to the claimant’s claim for benefits.

 

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6.2.3.  *Considerations on Review*.  In considering the review, the Bank shalltake into account all materials and information the claimant submits relatingto the claim, without regard to whether such information was submitted orconsidered in the initial benefit determination.

 

6.2.4  *Timing of Bank Response*.  The Bank shall respond in writing to suchclaimant within 60 days after receiving the request for review.  If the Bank determines that specialcircumstances require additional time for processing the claim, the Bank canextend the response period by an additional 60 days by notifying the claimantin writing, prior to the end of the initial 60-day period, that an additionalperiod is required.  The notice ofextension must set forth the special circumstances and the date by which theBank expects to render its decision.

 

6.2.5  *Notice of Decision*.  The Bank shall notify the claimant inwriting of its decision on review.  TheBank shall write the notification in a manner calculated to be understood bythe claimant.  The notification shallset forth —

 

6.2.5.1               The specific reasonfor the denial,

 

6.2.5.2               A reference to thespecific provisions of the Agreement on which the denial is based,

 

6.2.5.3               A statement thatthe claimant is entitled to receive, upon request and free of charge,reasonable access to, and copies of, all documents, records and otherinformation relevant (as defined in applicable ERISA regulations) to theclaimant’s claim for benefits, and

 

6.2.5.4               A statement of theclaimant’s right to bring a civil action under ERISA Section 502(a).

 

**ARTICLE 7****ADMINISTRATION OF AGREEMENT**

 

7.1           *PlanAdministrator Duties. *This Agreement shall be administered by aPlan Administrator consisting of the board or such committee or person(s) theboard shall appoint.  The Executive maybe a member of the Plan Administrator. The Plan Administrator shall also have the discretion and authority to(a) make, amend, interpret, and enforce all appropriate rules and regulationsfor the administration of this Agreement and (b) decide or resolve any and allquestions, including interpretations of this Agreement, as may arise inconnection with the Agreement.

 

7.2           *Agents. *Inthe administration of this Agreement, the Plan Administrator may employ agentsand delegate to them such administrative duties as it sees fit (includingacting through a duly appointed representative) and may from time to timeconsult with counsel, who may be counsel to the Bank.

 

7.3           *Binding Effect of Decisions. *The decision or action of thePlan Administrator with respect to any question arising out of or in connectionwith the administration, interpretation, and application of the Agreement andthe rules and regulations promulgated hereunder shall be final and conclusiveand binding upon all persons having any interest in the Agreement.  No Executive or Beneficiary shall be deemedto have any right, vested or nonvested, regarding continued use of anypreviously adopted assumptions, including but not limited to the discount rateand calculation method employed in the determination of the Accrual Balance.

 

7.4           *Indemnity of Plan Administrator*.  The Bank shall indemnify and hold harmlessthe members of the Plan Administrator against any and all claims, losses,damages, expenses, or liabilities arising from any action or failure to actwith respect to this Agreement, except in the case of willful misconduct by thePlan Administrator or any of its members.

 

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7.5           *Bank Information*.  To enable the Plan Administrator to performits functions, the Bank shall supply full and timely information to the PlanAdministrator on all matters relating to the date and circumstances of theretirement, Disability, death, or Termination of Employment of the Executiveand such other pertinent information as the Plan Administrator may reasonablyrequire.

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**ARTICLE 8MISCELLANEOUS**

 

8.1           *Binding Effect*.  This Agreement shall bind the Executive and the Bank, and theirbeneficiaries, survivors, executors, successors, administrators, andtransferees.

 

8.2           *Amendments and Termination*.  Subject to section 8.15 of thisAgreement, this Agreement may be amended or terminated only by a writtenagreement signed by the Bank and the Executive.

 

8.3           *No Guarantee of Employment*.  This Agreement is not an employment policyor contract.  It does not give theExecutive the right to remain an employee of the Bank, nor does it interferewith the Bank’s right to discharge the Executive.  It also does not require the Executive to remain an employee norinterfere with the Executive’s right to terminate employment at any time.

 

8.4           *Non-Transferability*.  Benefits under this Agreement cannot besold, transferred, assigned, pledged, attached, or encumbered in any manner.

 

8.5           *Successors; Binding Agreement*.  By an assumption agreement in form andsubstance satisfactory to the Executive, the Bank shall require any successor(whether direct or indirect, by purchase, merger, consolidation or otherwise)to all or substantially all of the business or assets of the Bank to expresslyassume and agree to perform this Agreement in the same manner and to the sameextent that the Bank would be required to perform this Agreement if no suchsuccession had occurred.  The Bank’sfailure to obtain such an assumption agreement before the succession becomeseffective shall be considered a breach of this Agreement and shall entitle theExecutive to the Change-in-Control benefit specified in Section 2.4.

 

8.6           *Tax Withholding*.  The Bank shall withhold any taxes that are required to bewithheld from the benefits provided under this Agreement.

 

8.7           *Applicable Law*.  Except to the extent preempted by the laws of the United Statesof America, the validity, interpretation, construction, and performance of thisAgreement shall be governed by and construed in accordance with the laws of theState of California, without giving effect to the principles of conflict oflaws of such state.

 

8.8           *Unfunded Arrangement*.  The Executive and the Executive’sbeneficiary(ies) are general unsecured creditors of the Bank for the payment ofbenefits under this Agreement.  Thebenefits represent the mere promise by the Bank to pay such benefits.  The rights to benefits are not subject inany manner to anticipation, alienation, sale, transfer, assignment, pledge,encumbrance, attachment, or garnishment by creditors.  Any insurance on the Executive’s life is a general asset of theBank to which the Executive and beneficiary(ies) have no preferred or securedclaim.

 

8.9           *Entire Agreement*.  This Agreement constitutes the entireagreement between the Bank and the Executive as to the subject matterhereof.  No rights are granted to theExecutive by virtue of this Agreement other than those specifically set forthherein.  This Agreement supersedes andreplaces in its entirety the existing Executive Salary Continuation Agreementreferenced in the recitals of this Agreement, and after the effective date ofthis Agreement the existing Executive Salary Continuation Agreement shall be ofno further force or effect.

 

8.12         *Severability*.  If for any reason any provision of this Agreement is heldinvalid, such invalidity shall not affect any other provision of this Agreementnot held invalid, and to the full extent consistent with law each such

 

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other provision shall continue in full force and effect.  If any provision of this Agreement is heldinvalid in part, such invalidity shall not affect the remainder of suchprovision not held invalid, and to the full extent consistent with law theremainder of such provision, together with all other provisions of thisAgreement, shall continue in full force and effect.

 

8.13         *Headings*. The captions and headings of sections herein are included solely forconvenience of reference and shall not affect the meaning or interpretation ofany provision of this Agreement.

 

8.14         *Notices*. All notices, requests, demands and other communications hereunder shallbe in writing and shall be deemed to have been duly given if delivered by handor mailed, certified or registered mail, return receipt requested, with postageprepaid, to the following addresses or to such other address as either partymay designate by like notice.

 

(a)           Ifto the Bank, to:

Board of Directors

Capital Corp of the West

550 West Main Street

Merced, California 95340

 

(b)           Ifto the Executive, to:

 

 

 

and to such other or additional person or persons as either party shallhave designated to the other party in writing by like notice.

 

8.15         *Termination or Modification of Agreement Because ofChanges in the Law, Rules or Regulations*.  The Bank is entering into this Agreement on the assumption thatcertain existing tax laws, rules, and regulations will continue in effect intheir current form.  If that assumptionmaterially changes and the change has a material detrimental effect on thisAgreement, then the Bank reserves the right to terminate or modify thisAgreement accordingly, subject to obtaining the written consent of theExecutive, which shall not be unreasonably withheld.  This section 8.15 shall become null and void effectiveimmediately upon a Change in Control.

 

8.16         *Advice of Counsel.*  Before signing this Agreement, Executiveeither (a) consulted with and obtained advice from Executive’s independentlegal counsel concerning the legal nature and operations of this Agreement,including its impact on Executive’s rights, privileges, and obligations, or (b)freely and voluntarily decided not to have the benefit of consultation with andadvice of legal counsel.

 

8.17         *Automatic Review Procedure*.  On the third year anniversary of theEffective Date of this Agreement, and every third year thereafter, the Bankshall review this Agreement for reasonableness of benefits, taking into accountthe Executive’s compensation on the date of the review and Bank-providedbenefits that may be provided to the Executive after retirement from othersources.  For purposes of thisAgreement, Bank-provided benefits shall include, but are not limited to,matching contributions under the Bank’s 401(k) plan, contributions under theESOP plan, and the Bank portion of Social Security benefits.

 

**IN WITNESS WHEREOF**, the Executive and aduly authorized Bank officer have signed this Amended Salary ContinuationAgreement as of the day and year first written above.

 
| **THE  EXECUTIVE**: | **THE BANK**: |
|---------------------|---------------|
|                |          | **CAPITAL  CORP OF THE WEST** |
|                | By:           |   |   |
|                | Its:          |   |   |
|                     |               |  |  |  |

 

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**BENEFICIARY DESIGNATIONCAPITAL CORP OF THE WESTAMENDED SALARY CONTINUATION AGREEMENT**

 

I designate the following as beneficiary of any deathbenefits under this Amended Salary Continuation Agreement:

 

Primary:

 

Contingent:

 

**Note:      Toname a trust as beneficiary, please provide the name of the trustee(s) and the exactname and date of the trust agreement**.

 

I understand that I may change these beneficiarydesignations by filing a new written designation with the Bank.  I further understand that the designationswill be automatically revoked if the beneficiary predeceases me, or if I havenamed my spouse as beneficiary and our marriage is subsequently dissolved.

 

I elect to have my death benefits paid to mybeneficiary(ies) in the following form:

 

Lump sum payment of the accrual balance as of the dateof my death, payable within three (3) months of the date of my death;

 

OR

 

Payment in monthly installments over a fifteen (15)year period, beginning on the month following the month I would have reachedNormal Retirement Age, had I survived.

 
| Signature: |   |   |
|------------|--------|--------|
|       |
| Date:      |

 

Accepted by the Bank this 19th day of  October    , 2003.

 
| By:    |   |   |
|--------|--------|--------|
|   |
|   |
| Title: |   |   |
|        |        |        |  |

 

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**Schedule ofBenefits by Executive Officer**

 

**ExecutiveOfficer: Thomas T. HawkerTitle:  President and Chief ExecutiveOfficer**
| **Year  End**                                                           |   | **Age** |   | **100%  Vested  Balance** |      | **%Vested  Amount** |   | **Accrued  Balance** |   | **Annual  Benefit** |    |
|-------------------------------------------------------------------------|--------|---------|--------|---------------------------|-----------|---------------------|--------|----------------------|--------|---------------------|---------|
| 2003                                                                    |   | 60      |   | $                         | 1,067,258 |                | 64     | %                    | $      | 685,111             |    | $ | 98,600 |   |
| 2004                                                                    |   | 61      |   | 1,141,965                 |      | 79                  | %      | 896,627              |   | 119,160             |    |
| 2005                                                                    |   | 62      |   | 1,221,903                 |      | 86                  | %      | 1,046,895            |   | 129,440             |    |
| 2006                                                                    |   | 63      |   | 1,307,437                 |      | 93                  | %      | 1,213,807            |   | 139,720             |    |
| 2007                                                                    |   | 64      |   | 1,398,957                 |      | 100                 | %      | 1,398,957            |   | 150,000             |    |
| 2008                                                                    |   | 65      |   | 1,418,200                 |      | 100                 | %      | 1,418,200            |   | 150,000             |    |
| Normal  Retirement Age or Change in Control Annual Benefit for 15 years |   |    |   |                      |      |                |   |                 |   | $                   | 150,000 |   |
|                                                                         |        |         |        |                           |           |                     |        |                      |        |                     |         |  |  |  |

 

 

**ExecutiveOfficer: R. Dale McKinneyTitle:  Chief Financial Officer**

 
| **Year  End**                                                           |   | **Age** |   | **100%  Vested  Balance** |    | **% Vested  Amount** |   | **Accrued  Balance** |   | **Annual  Benefit** |   |
|-------------------------------------------------------------------------|--------|---------|--------|---------------------------|---------|----------------------|--------|----------------------|--------|---------------------|--------|
| 2003                                                                    |   | 57      |   | $                         | 490,058 |                 | 38     | %                    | $      | 184,339             |   | $ | 32,500 |   |
| 2004                                                                    |   | 58      |   | 524,361                   |    | 45                   | %      | 236,690              |   | 39,000              |   |
| 2005                                                                    |   | 59      |   | 561,066                   |    | 53                   | %      | 295,469              |   | 45,500              |   |
| 2006                                                                    |   | 60      |   | 600,341                   |    | 70                   | %      | 420,794              |   | 60,000              |   |
| 2007                                                                    |   | 61      |   | 642,365                   |    | 80                   | %      | 514,486              |   | 68,500              |   |
| 2008                                                                    |   | 62      |   | 687,330                   |    | 90                   | %      | 619,233              |   | 77,000              |   |
| 2009                                                                    |   | 63      |   | 735,443                   |    | 93                   | %      | 680,796              |   | 79,000              |   |
| 2010                                                                    |   | 64      |   | 786,924                   |    | 95                   | %      | 747,942              |   | 81,000              |   |
| 2011                                                                    |   | 65      |   | 796,105                   |    | 100                  | %      | 796,105              |   | 85,000              |   |
| Normal  Retirement Age or Change in Control Annual Benefit for 15 years |   |    |   |                      |    |                 |   |                 |   | $                   | 85,000 |   |
|                                                                         |        |         |        |                           |         |                      |        |                      |        |                     |        |  |  |  |

** **

** **

**ExecutiveOfficer: James M. ShermanTitle:  Chief Credit Officer**

** **
| **Year  End**                                                           |   | **Age** |   | **100%  Vested  Balance** |    | **% Vested  Amount** |   | **Accrued  Balance** |   | **Annual  Benefit** |   |
|-------------------------------------------------------------------------|--------|---------|--------|---------------------------|---------|----------------------|--------|----------------------|--------|---------------------|--------|
| 2003                                                                    |   | 66      |   | $                         | 398,451 |                 | 64     | %                    | $      | 253,159             |   | $ | 38,333 |   |
| 2004                                                                    |   | 67      |   | 426,342                   |    | 94                   | %      | 401,288              |   | 56,667              |   |
| 2005                                                                    |   | 68      |   | 456,186                   |    | 100                  | %      | 456,186              |   | 63,500              |   |
| 2006                                                                    |   | 69      |   | 461,508                   |    | 100                  | %      | 461,508              |   | 63,500              |   |
| Normal  Retirement Age or Change in Control Annual Benefit for 15 years |   |    |   |                      |    |                 |   |                 |   | $                   | 63,500 |   |
|                                                                         |        |         |        |                           |         |                      |        |                      |        |                     |        |  |  |  |

 

11

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**ExecutiveOfficer: Ed J. RochaTitle:  Chief  Banking Officer**

 
| **Year  End**                                                           |   | **Age** |   | **100%  Vested  Balance** |    | **% Vested  Amount** |   | **Accrued  Balance** |   | **Annual  Benefit** |   |
|-------------------------------------------------------------------------|--------|---------|--------|---------------------------|---------|----------------------|--------|----------------------|--------|---------------------|--------|
| 2003                                                                    |   | 51      |   | $                         | 327,869 |                 | 55     | %                    | $      | 181,414             |   | $ | 48,000 |   |
| 2004                                                                    |   | 52      |   | 350,819                   |    | 62                   | %      | 218,377              |   | 54,000              |   |
| 2005                                                                    |   | 53      |   | 375,376                   |    | 69                   | %      | 259,626              |   | 60,000              |   |
| 2006                                                                    |   | 54      |   | 401,652                   |    | 81                   | %      | 327,341              |   | 70,000              |   |
| 2007                                                                    |   | 55      |   | 429,768                   |    | 85                   | %      | 363,507              |   | 72,500              |   |
| 2008                                                                    |   | 56      |   | 459,852                   |    | 88                   | %      | 403,132              |   | 75,000              |   |
| 2009                                                                    |   | 57      |   | 492,041                   |    | 91                   | %      | 446,524              |   | 77,500              |   |
| 2010                                                                    |   | 58      |   | 526,484                   |    | 94                   | %      | 494,015              |   | 80,000              |   |
| 2011                                                                    |   | 59      |   | 563,338                   |    | 97                   | %      | 545,967              |   | 82,500              |   |
| 2012                                                                    |   | 60      |   | 602,772                   |    | 100                  | %      | 602,772              |   | 85,000              |   |
| 2013                                                                    |   | 61      |   | 644,966                   |    | 100                  | %      | 644,966              |   | 85,000              |   |
| 2014                                                                    |   | 62      |   | 690,113                   |    | 100                  | %      | 690,113              |   | 85,000              |   |
| 2015                                                                    |   | 63      |   | 738,421                   |    | 100                  | %      | 738,421              |   | 85,000              |   |
| 2016                                                                    |   | 64      |   | 790,111                   |    | 100                  | %      | 790,111              |   | 85,000              |   |
| 2017                                                                    |   | 65      |   | 817,765                   |    | 100                  | %      | 817,765              |   | 85,000              |   |
| Normal  Retirement Age or Change in Control Annual Benefit for 15 years |   |    |   |                      |    |                 |   |                 |   | $                   | 85,000 |   |
|                                                                         |        |         |        |                           |         |                      |        |                      |        |                     |        |  |  |  |

 

 

**ExecutiveOfficer: Michael RyanTitle:  Chief Operating Officer**

 
| **Year  End**                                                           |   | **Age** |   | **100%  Vested  Balance** |    | **% Vested  Amount** |   | **Accrued  Balance** |   | **Annual  Benefit** |   |
|-------------------------------------------------------------------------|--------|---------|--------|---------------------------|---------|----------------------|--------|----------------------|--------|---------------------|--------|
| 2003                                                                    |   | 52      |   | $                         | 350,819 |                 | — | %                    | $      | —              |   | $ | — |   |
| 2004                                                                    |   | 53      |   | 375,376                   |    | 28                   | %      | 103,850              |   | 24,000              |   |
| 2005                                                                    |   | 54      |   | 401,653                   |    | 35                   | %      | 138,900              |   | 30,000              |   |
| 2006                                                                    |   | 55      |   | 429,768                   |    | 54                   | %      | 231,357              |   | 46,000              |   |
| 2007                                                                    |   | 56      |   | 459,852                   |    | 64                   | %      | 293,537              |   | 54,500              |   |
| 2008                                                                    |   | 57      |   | 492,042                   |    | 74                   | %      | 363,288              |   | 63,000              |   |
| 2009                                                                    |   | 58      |   | 526,485                   |    | 84                   | %      | 441,367              |   | 71,500              |   |
| 2010                                                                    |   | 59      |   | 563,339                   |    | 94                   | %      | 528,597              |   | 80,000              |   |
| 2011                                                                    |   | 60      |   | 602,772                   |    | 97                   | %      | 584,185              |   | 82,500              |   |
| 2012                                                                    |   | 61      |   | 644,966                   |    | 100                  | %      | 644,966              |   | 85,000              |   |
| 2013                                                                    |   | 62      |   | 690,114                   |    | 100                  | %      | 690,114              |   | 85,000              |   |
| 2014                                                                    |   | 63      |   | 738,422                   |    | 100                  | %      | 738,422              |   | 85,000              |   |
| 2015                                                                    |   | 64      |   | 790,112                   |    | 100                  | %      | 790,112              |   | 85,000              |   |
| 2016                                                                    |   | 65      |   | 840,810                   |    | 100                  | %      | 840,810              |   | 85,000              |   |
| Normal  Retirement Age or Change in Control Annual Benefit for 15 years |   |    |   |                      |    |                 |   |                 |   | $                   | 85,000 |   |
|                                                                         |        |         |        |                           |         |                      |        |                      |        |                     |        |  |  |  |

 

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**ExecutiveOfficer: Becky PerezTitle:  Marketing Director**

** **
| **Year  End**                                                           |   | **Age** |   | **100%  Vested  Balance** |    | **% Vested  Amount** |   | **Accrued  Balance** |   | **Annual  Benefit** |   |
|-------------------------------------------------------------------------|--------|---------|--------|---------------------------|---------|----------------------|--------|----------------------|--------|---------------------|--------|
| 2003                                                                    |   | 43      |   | $                         | 135,061 |                 | 39     | %                    | $      | 52,793              |   | $ | 24,000 |   |
| 2004                                                                    |   | 44      |   | 144,515                   |    | 46                   | %      | 65,903               |   | 28,000              |   |
| 2005                                                                    |   | 45      |   | 154,831                   |    | 52                   | %      | 80,750               |   | 32,000              |   |
| 2006                                                                    |   | 46      |   | 165,669                   |    | 73                   | %      | 120,269              |   | 44,000              |   |
| 2007                                                                    |   | 47      |   | 177,266                   |    | 83                   | %      | 146,415              |   | 50,000              |   |
| 2008                                                                    |   | 48      |   | 189,675                   |    | 86                   | %      | 163,266              |   | 52,000              |   |
| 2009                                                                    |   | 49      |   | 202,952                   |    | 90                   | %      | 181,759              |   | 54,000              |   |
| 2010                                                                    |   | 50      |   | 217,159                   |    | 93                   | %      | 202,041              |   | 56,000              |   |
| 2011                                                                    |   | 51      |   | 232,360                   |    | 97                   | %      | 224,272              |   | 58,000              |   |
| 2012                                                                    |   | 52      |   | 248,625                   |    | 100                  | %      | 248,625              |   | 60,000              |   |
| 2013                                                                    |   | 53      |   | 266,029                   |    | 100                  | %      | 266,029              |   | 60,000              |   |
| 2014                                                                    |   | 54      |   | 284,651                   |    | 100                  | %      | 284,651              |   | 60,000              |   |
| 2015                                                                    |   | 55      |   | 304,576                   |    | 100                  | %      | 304,576              |   | 60,000              |   |
| 2016                                                                    |   | 56      |   | 325,897                   |    | 100                  | %      | 325,897              |   | 60,000              |   |
| 2017                                                                    |   | 57      |   | 348,710                   |    | 100                  | %      | 348,710              |   | 60,000              |   |
| 2018                                                                    |   | 58      |   | 373,119                   |    | 100                  | %      | 373,119              |   | 60,000              |   |
| 2019                                                                    |   | 59      |   | 399,238                   |    | 100                  | %      | 399,238              |   | 60,000              |   |
| 2020                                                                    |   | 60      |   | 427,184                   |    | 100                  | %      | 427,184              |   | 60,000              |   |
| 2021                                                                    |   | 61      |   | 457,087                   |    | 100                  | %      | 457,087              |   | 60,000              |   |
| 2022                                                                    |   | 62      |   | 489,083                   |    | 100                  | %      | 489,083              |   | 60,000              |   |
| 2023                                                                    |   | 63      |   | 523,319                   |    | 100                  | %      | 523,319              |   | 60,000              |   |
| 2024                                                                    |   | 64      |   | 559,951                   |    | 100                  | %      | 559,951              |   | 60,000              |   |
| 2025                                                                    |   | 65      |   | 576,283                   |    | 100                  | %      | 576,283              |   | 60,000              |   |
| Normal  Retirement Age or Change in Control Annual Benefit for 15 years |   |    |   |                      |    |                 |   |                 |   | $                   | 60,000 |   |
|                                                                         |        |         |        |                           |         |                      |        |                      |        |                     |        |  |  |  |

 

13

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