**Exhibit 10.68**

**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**

This Amended andRestated Employment Agreement is made and is effective as of December 15, 2006,by and between Santa Lucia Bank (“Bank”) and James M. Cowan (“Executive”) andamends and restates in its entirety that certain Employment Agreement datedNovember 11, 2004, between the parties.

WHEREAS, Executiveis currently employed by the Bank in the capacity as Senior Vice President andBranch Administrator, and Executive’s background, expertise and efforts havecontributed to the success and financial strength of the Bank; and

WHEREAS, the Bankwishes to assure itself of the continued opportunity to benefit from Executive’sservices for the period provided in this Agreement, and Executive wishes toserve in the employ of the Bank on a full-time basis solely in accordance withthe terms hereof for such purposes; and

WHEREAS, the Boardof Directors of the Bank (“Board”) has determined that the best interests ofthe Bank would be served by Executive’s continued employment with the Bankunder the terms of this Agreement;

NOW, THEREFORE, inorder to effect the foregoing, the parties hereto wish to enter into anemployment agreement on the terms and conditions set forth below.  Accordingly, in consideration of the premisesand the respective covenants and agreements of the parties herein contained,and intending to be legally bound hereby, the parties hereto agree as follows:

1.             Definitions.

(a)   “Agreement” means this employmentagreement and any amendments hereto complying with Section 13(a) hereof.

(b)   “Board” means the Board of Directorsof the Bank unless the context otherwise requires.

(c)   “Cause” means:

(i)                                     Executive’spersonal dishonesty, incompetence or willful misconduct;

(ii)                                  Executive’sbreach of fiduciary duty involving personal profit;

(iii)          Executive’sintentional failure to perform Executive’s duties for the Bank after a writtendemand for performance is given to Executive by the Board which demandspecifically identifies the manner in which the Board believes that Executivehas not performed his duties;

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(iv)          Executive’swillful violation of any law, rule, regulation or final cease and desist order(other than traffic violations or similar minor offenses) to the extentdetrimental to the Bank’s business or reputation; or

(v)           Executive’smaterial breach of any provision of this Agreement.

(d)   “Change in Control” means a change ofcontrol of the Bank, or  Santa LuciaBancorp (“Bancorp”), of a nature that would be required to be reported inresponse to Item 6(e) of Schedule 14A of Regulation 14A (or in response to anysimilar item on any similar schedule or form) promulgated under the SecuritiesExchange Act, whether or not the Bank or Bancorp is then subject to suchreporting requirement; provided, however, that a transaction in which the Bankor Bancorp is the acquiror regardless of the form of the transaction shall notbe a Change in Control for purposes of this Agreement; provided furtherhowever, that without limitation, a Change in Control shall be deemed to haveoccurred if:

(i)            thereis a transfer, voluntarily or by hostile takeover, by proxy contest (or similaraction), operation of law, or otherwise, of Control of the Bank or Bancorp;

(ii)           anyPerson is or becomes the “beneficial owner” (as defined in Rules 13d-3 and13d-5 under the Securities Exchange Act or any successor provisions thereof),directly or indirectly, of securities of the Bank or Bancorp representing 20%or more of the combined voting power of the Bank’s or Bancorp’s then outstandingsecurities (other than in the case of the ownership by Bancorp of Banksecurities);

(iii)          theindividuals who were members of the Board immediately prior to a meeting of theshareholders of the Bank or Bancorp, which meeting involves a contest for the electionof directors, do not constitute a majority of the Board following such meetingor election;

(iv)          amerger is completed in which the Bank or Bancorp is not the surviving entity(unless the stockholders of Bank or Bancorp, as the case may be, immediatelybefore such merger own immediately after such merger more than a majority ofthe voting securities of the surviving entity), a consolidation or sale of allor substantially all of the assets of the Bank or Bancorp; or

(v)           thereis a change, during any period of two consecutive years, of a majority of theBoard or of the board of directors of Bancorp as constituted as of thebeginning of such period, unless the election of each director who is not adirector at the beginning of such period was approved by a vote of at leasttwo-thirds of the directors then in office who were directors at the beginningof such period.

(e)   “Code”  shall mean the Internal Revenue Code of 1986,as amended.

(f)    “Control”  means the possession, direct or indirect, byany Person or “group” (as defined in Section 13(d) of the Securities ExchangeAct) of the power to direct or cause the direction

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of the managementpolicies of the Bank or Bancorp, whether through ownership of votingsecurities, by contract or otherwise, and in any case means the ability todetermine the election of a majority of the directors of the Bank or Bancorp.

(g)   “Disability” means physical or mentalillness resulting in Executive’s absence on a full-time basis from Executive’sduties with the Bank or Bancorp for 180 calendar days, subject to the proceduredescribed in Section 7(a).

(h)   “Expiration” means the termination ofthis Agreement (including Executive’s employment hereunder) and of any furtherobligations of the parties (except as specified in this Agreement) uponcompletion of the Term.

(i)    “Person” means an individual, a groupacting in concert, a corporation, a partnership, an association, a joint stockcompany, a trust, any unincorporated organization, a government or politicalsubdivision thereof, or any other entity whatsoever.

(j)    “Term” means the initial term of thisAgreement and any extensions hereof, as provided in Section 4, prior to aChange in Control.

(k)   “Termination” or “Terminate(d)” meansthe termination of Executive’s employment hereunder for any of the followingreasons unless the context indicates otherwise:

(i)            Retirementby Executive;

(ii)           Deathof Executive;

(iii)          Disability;

(iv)          Expiration;

(v)           Resignation;

(vi)          TerminationWithout Cause; and

(vii)         Terminationfor Cause.

(l)    “Termination Without Cause” or “Terminate(d)Without Cause” means the cessation of Executive’s employment hereunder forany reason except:

(i)            Aresignation by Executive;

(ii)           Terminationfor Cause;

(iii)          Retirement;

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(iv)          Disability;

(v)           Death;or

(vi)          Expiration.

(m)  “Total Salary” shall mean the total amount ofsalary paid Executive in the prior 12 months.

2.             Employment.  The Bank hereby agrees to continue to employthe Executive, and the Executive hereby agrees to continue to serve the Bank,for the period stated in Section 4 hereof and upon the terms and conditions setforth herein.

3.             Position and Responsibilities.  The Executive shall serve as Senior VicePresident and Branch Administrator of the Bank and, subject to the provisionsof Section 5 below, shall have such responsibilities, duties and authority asare generally associated with such positions and as may from time to time beassigned to the Executive by the Board that are consistent with suchresponsibilities, duties and authority. During the Term of this Agreement, the Executive shall devote all histime, attention, skill and efforts during normal business hours to the businessand affairs of the Bank; provided, however, this provision shall not precludeExecutive from serving as a Director or member of a committee of any otherorganization involving no conflict of interests with the interests of the Bank,from engaging in charitable and community activities and from managing hispersonal investments, provided that such activities do not materially interferewith the regular performance of his duties and responsibilities under thisAgreement.

4.             Term of Agreement.  Subject to the terms and provisions of thisAgreement, this Agreement and the period of Executive’s employment shall bedeemed to have commenced as of December 15, 2006, and shall continue for aninitial term expiring on December 31, 2007, unless extended as providedherein.  Prior to a Change in Control,the initial term shall automatically be extended for an additional one (1) fullcalendar year without further action by the parties on January 1, 2008, and oneach succeeding January 1 thereafter; provided that each party, Bank orExecutive, may stop an automatic calendar year extension by serving writtennotice upon the other within 90 calendar days prior to January 1, 2008, orwithin 90 calendar days prior to January 1 of any succeeding year, as the casemay be, of such party’s intention that this Agreement shall expire at the endof such Term.  In the event the Bankretains Executive as an employee following the expiration of the Term, suchemployment, absent a written agreement to the contrary, will be on an at-willbasis with such compensation and upon such terms as the parties may then agree,subject to termination at any time with or without cause, and withoutliability.  If the Bank does not retainExecutive as an employee after the Expiration of the Term, Executive’semployment shall cease without further liability of the parties to eachother.  Executive’s employment shall alsoterminate, and the Term of this Agreement will expire, upon Executive’sresignation, retirement, death or Disability, or upon Executive’s Terminationfor Cause or Termination Without Cause; provided further that the Term of theAgreement shall be deemed to have terminated upon a Change in Control and thepayment to Executive of all amounts owed to him upon a Change in Control asprovided in Section 8(e) hereof.

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5.             Additional Duties.  With the approval of the Board, from time totime, Executive may serve, or continue to serve, on the boards of directors of,and hold any other offices or positions in, companies or charitable, politicalor civic organizations, which, in such Board’s judgment, will not present anymaterial conflict of interest with the Bank and will not unfavorably affect theperformance of Executive’s duties pursuant to this Agreement.

6.               Salary, Bonus Payments andRelated Matters.

(a)   Salary.   During the period of the Executive’semployment hereunder, the Bank shall pay to the Executive a base salary of OneHundred Five Thousand Dollars ($105,000.00) per year, payable at regularintervals in accordance with the Bank’s normal payroll practices now orhereafter in effect.  During the periodof the Executive’s employment hereunder, the Executive may receive suchdiscretionary increases in salary, if any, as may be granted to him from timeto time by the Board.

(b)   Bonus Payments.   During the period of the Executive’semployment hereunder, the Executive may receive such discretionary bonuses, ifany, as may be granted to him from time to time by the Board.

(c)   Expenses.  During the period of the Executive’semployment hereunder, the Executive shall be entitled to receive promptreimbursement for all reasonable and customary expenses incurred by theExecutive in performing services hereunder in accordance with the generalpolicies and procedures established by the Bank.

(d)   Employee Benefits and Perks.  During the period of the Executive’semployment hereunder, the Executive shall be entitled to participate in allemployee benefits plans or arrangements of the Bank on the same basis as otheremployees of the Bank including, without limitation, plans or arrangementsproviding life insurance, disability insurance, sick leave, or retirement.  During the period of the Executive’semployment hereunder, the Executive shall also be entitled to (i) thecontinuation of an automobile allowance of not less than the monthly amountpaid to Executive on November 1, 2006, (ii) use of the Bank provided creditcard(s), car telephone(s), pagers and such other perks (if such is (are) beingso provided) upon the terms and conditions previously in effect.

7.             Termination.

(a)   Resignation, Retirement, Death orDisability.  Executive’s employmenthereunder shall cease at any time by Executive’s resignation, retirement, deathor Disability.  Disability shall bedeemed to have occurred only after the following procedure has beensatisfied:  If within 30 days after a writtennotice of proposed Termination for Disability is given to Executive by theBank, Executive has not returned to the full-time performance of his duties,the Bank may end Executive’s employment by giving written notice of Terminationfor Disability.  Such notice may be givenby the Bank following Executive’s absence from Executive’s duties by reason ofphysical or mental disability for one hundred fifty (150) consecutive calendardays.

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(b)   Termination for Cause.  Executive’s employment shall cease upon agood faith finding of Cause by the Board; provided, however, that Executiveshall be given written notice of the Board’s finding of conduct by Executiveamounting to Cause for such termination. Said notice shall be accompanied by a copy of a resolution duly adoptedby the affirmative vote of not less than a majority of a quorum of the Board ata duly-noticed meeting of the Board, finding that in the good faith opinion ofthe Board, Executive was guilty of conduct amounting to Cause and specifyingthe particulars thereof.

(c)   Termination Without Cause.  Executive’s employment may be terminatedWithout Cause upon 30 days’ notice for any reason, subject to the payment ofall amounts required by Section 8 hereof.

(d)   Expiration.  Executive’s employment shall cease, or shallcontinue on an at-will basis as provided in Section 4 hereof, upon theexpiration of the Term of this Agreement as provided in Section 4 hereof.

(e)   Supervisory Suspension.  If the Executive is suspended and/ortemporarily prohibited from participating in the conduct of the Bank’s affairsby a notice served under Sections 8(e) or (g) of the Federal Deposit InsuranceAct or similar statute, rule or regulation, the Bank’s obligations under thisAgreement shall be suspended as of the date of service, unless stayed byappropriate proceedings.  If the chargesin the notice are dismissed, the Bank shall, (i) pay the Executive all or partof the compensation withheld while its obligations under this Agreement weresuspended and (ii) reinstate (in whole or in part) any of its obligations whichwere suspended.

(f)    Regulatory Removal.  If the Executive is removed and/orpermanently prohibited from participating in the conduct of the Bank’s affairsby an order issued under Sections 8(e) or (g) of the Federal Deposit InsuranceAct or similar statute, rule or regulation, all obligations of the Bank underthis Agreement shall terminate as of the effective date of the order.

8.             Payments to Executive UponTermination or Change in Control.

(a)   Death, Disability or Retirement.  In the event of Termination of this Agreementdue to Executive’s death, Disability or retirement, Executive or Executive’sspouse and/or estate shall be entitled to all benefits generally available toBank employees, or their spouses and/or estates, as of the date of such death,Disability or retirement, without reduction.

(b)   Resignation or Expiration.  In the event of Executive’s resignation, orupon Expiration, the Bank shall have no further obligations to Executive underthis Agreement or otherwise, except as may be expressly required by law.

(c)   Termination for Cause.  In the event Executive is Terminated forCause, the Bank shall have no further obligations to Executive under thisAgreement or otherwise, except as may be expressly required by law.

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(d)   Termination Without Cause Prior to aChange in Control.  Upon theoccurrence of a Termination Without Cause prior to a Change in Control, theBank shall pay to Executive any amounts then owed to him under this Agreement,within 30 days of the date of the notice required by Section 7(c) hereof.

(e)   Change in Control.  Concurrent with a Change in Control, the Bankshall pay to Executive a lump sum payment equal to 1 time the amount of theTotal Salary paid to Executive.  Suchlump sum shall be paid concurrent with the Change in Control.

(f)    Source of Payments.  All payments provided in Section 8 shall bepaid in cash from the general funds of the Bank, and no special or separatefund need be established and no other segregation of assets need be made toassure payment.

(g)   Consistent Returns.  The Bank and Executive agree that thepayments being made under this Agreement represent reasonable compensation forservices and that neither the Bank nor Executive will file any returns orreports which take a contrary position.

(h)   Reduction of Payment.  Notwithstanding anything in the foregoing tothe contrary, if the payments made to Executive upon a Change in Control or anyof the other payments provided for in this Agreement, together with any otherpayments which Executive has the right to receive from the Bank wouldconstitute a “parachute payment” (as defined in Section 280G of the Code) thepayments pursuant to this Agreement shall be reduced to the largest amount aswill result in no portion of such payments being subject to the excise taximposed by Section 4999 of the Code; provided, however, that the determinationas to whether any reduction in the payments under this Agreement pursuant tothis proviso is necessary shall be made in good faith by the Bank’s independentauditors or if such firm is no longer providing tax services to Bank to suchother tax advisor as shall be mutually acceptable to Bank and Executive, andsuch determination shall be conclusive and binding on the Bank and Executivewith respect to the treatment of the payment for tax reporting purposes.

(i)    Sole Remedy.  The receipt of the amounts described in thisSection 8, and attorneys’ fees  as setforth in Section 12, if any, shall constitute Executive’s sole remedy forbreach of this Agreement against the Bank and its officers, directors,employees and agents.

9.             Unauthorized Disclosure.  During the period of his employment hereunderand for a period of one year following the cessation of such employment(irrespective of the reason therefor), Executive shall not, except as requiredby any court, supervisory authority or administrative agency, without thewritten consent of the Board or a person authorized thereby, disclose to anyperson, other than an employee of the Bank or a person to whom disclosure isreasonably necessary or appropriate in connection with the performance by theExecutive of his duties as an employee of the Bank, any confidentialinformation obtained by him while in the employ of the Bank; provided, however,that confidential information shall not include any information known generallyto the public (other than as a result of an unauthorized disclosure by theExecutive).

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10.           Waivers not to be Continued.  Any waiver by a party of any breach of thisAgreement by the other party shall not be construed as a continuing waiver oras a consent to any subsequent breach by the other party.

11.           Notices.  All notices, requests, demands and othercommunications hereunder shall be in writing and shall be deemed to have beenduly given if delivered by hand or mailed, certified or registered mail, returnreceipt requested, with postage prepaid, to the following addresses or to suchother address as either party may designate by like notice.

A.                                   Ifto the Bank, to:

Santa Lucia Bank

7480 El Camino Real

Atascadero, CA  93422

Attn: Chairman of the Board

B.            If to Executive, to:

James M. Cowan

Santa Lucia Bank

7480 El Camino Real

Atascadero,CA  93422

and to such other oradditional person or persons as either party shall have designated to the otherparty in writing by like notice.

12.           Arbitration of Claims.  The parties agree that any and all disputes,controversies or claims of any kind or nature, including but not limited to anyarising out of or in any way related to Executive’s employment with orseparation from the Bank or Bancorp, shall be submitted to binding arbitrationunder the auspices and rules of the American Arbitration Association (“AAA”) inAtascadero, California.  Included withinthis provision are any claims alleging fraud in the inducement of thisAgreement, or relating to the general validity or enforceability of thisAgreement, or claims based on a violation of any local, state or federal law,such as claims for discrimination or civil rights violations under Title VII ofthe Civil Rights Act of 1964, the California Fair Employment and Housing Act,the Age Discrimination in Employment Act and the Americans with DisabilitiesAct.  The parties shall each bear theirown costs and attorneys’ fees incurred in conducting the arbitration and,except for such disputes where Executive asserts a claim under a state orfederal statute prohibiting discrimination in employment (“a Statutory Claim”),or unless required otherwise by applicable law, shall split equally the feesand administrative costs charged by the arbitrator and AAA.  In disputes where Executive asserts aStatutory Claim against the Bank, Executive shall be required to pay only theAAA filing fee to the extent such filing fee does not exceed the fee to file acomplaint in state or federal court.  TheBank shall pay the balance of the arbitrator’s fees and administrativecosts.  The prevailing party in thearbitration, as determined by the arbitrator, shall be entitled to recover hisor its reasonable attorneys’ fees and costs, including the costs or feescharged by the arbitrator and AAA.  Indisputes where the Executive asserts a Statutory Claim, reasonable attorneys’fees shall be awarded by the arbitrator based on the same standard as such feeswould be awarded if the Statutory Claim had been asserted in state or federalcourt.

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Judgment upon an awardrendered by the arbitrator may be entered in any competent court havingjurisdiction over the dispute. Executive understands that arbitration is inlieu of any and all other civil legal proceedings and that he is waiving anyright he may have to resolve disputes through court or trial by jury.

13.           General Provisions.

(a)   Entire Agreement.  This Agreement constitutes the entireagreement by the parties with respect to the subject matter hereof, andsupersedes and replaces all prior agreements among or between the parties,unless otherwise provided herein, other than any agreements between Executiveand Bank pursuant to the Bank’s or Bancorp’s Equity Plans and retirement plansincluding that certain Salary Continuation Agreement  dated as of January 18, 2001 together withall subsequent amendments thereto.  Noamendment, waiver or termination of any of the provisions hereof shall beeffective unless in writing and signed by the party against whom it is soughtto be enforced.  Any written amendment,waiver, or termination hereof executed by the Bank and Executive shall bebinding upon them and upon all other Persons, without the necessity of securingthe consent of any other Person, and no Person shall be deemed to be a third-partybeneficiary under this Agreement.

(b)   Counterparts.  This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of which takentogether shall constitute one and the same Agreement.

(c)   No Waiver.  Except as otherwise expressly set forthherein, no failure on the part of any party hereto to exercise and no delay inexercising any right, power or remedy hereunder shall operate as a waiverthereof; nor shall any single or partial exercise of any right, power or remedyhereunder preclude any other or further exercise thereof or the exercise of anyother right, power or remedy.

(d)   Headings.  The headings of the Sections of thisAgreement have been inserted for convenience of reference only and shall in noway restrict or modify any of the terms or provisions hereof.

(e)   Severability.  If for any reason any provision of thisAgreement is held invalid or unenforceable, such invalidity or unenforceabilityshall not affect the validity or enforceability of any other provision of thisAgreement.  If any provision of thisAgreement shall be held invalid or unenforceable in part, such invalidity orunenforceability shall in no way effect the rest of such provision not held soinvalid, and the rest of such provision, together with all other provisions ofthis Agreement, shall to the full extent consistent with law continue in fullforce and effect.

(f)    Governing Law.  This Agreement shall be governed andconstrued and the legal relationships of the parties determined in accordancewith the laws of the United States and to the extent not inconsistent therewiththe laws of the State of California applicable to contracts executed and to beperformed solely in California.

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(g)   Advice of Counsel.  Executive acknowledges that  (i) the Agreement has been prepared byReitner, Stuart & Moore, counsel for the Bank and (ii) he has beenencouraged to consult with legal counsel of his choosing concerning the termsof this Agreement prior to executing this Agreement.  Any failure by Executive to consult withcompetent counsel prior to executing this Agreement shall not be a basis forrescinding or otherwise avoiding the binding effect of this Agreement.  The parties acknowledge that they are enteringinto this Agreement freely and voluntarily, with full understanding of theterms of this Agreement.  Interpretationof the terms and provisions of this Agreement shall not be construed for oragainst either party on the basis of the identity of the party who drafted theterms or provisions in question.

IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.
| ATTEST: |   | SANTA LUCIA BANK |
|---------|--------|------------------|
|    |   |             |
|    |   | By:              |   |
|    |   | Its: Chairman    |
|    |   | Print name:      |   |
|    |   |             |
|    |   | THE EXECUTIVE    |
|    |   |             |
| Witness |   | James M. Cowan   |
|         |        |                  |  |  |

 

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