EX-10.9

Exhibit 10.9

SALARYCONTINUATIONAGREEMENT

This Salary Continuation Agreement (the "Agreement") by and between West Coast CommunityBank (the"Employer") and Min CeciliaSitu (the"Executive"), madeasofthe1stday of May 2025, formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH:

WHEREAS,theExecutive isemployedbytheEmployer;

WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes toencourage the Executive's continued employment andtoprovidetheExecutivewithadditional incentivetoachievecorporateobjectives;

WHEREAS, theEmployer wishes toprovide thetermsand conditions uponwhich the Employershall payadditionalretirement benefitstotheExecutive;

WHEREAS, the Employer and the Executive intend thisAgreement shall at all times beadministered andinterpreted incompliancewithCodeSection409A;and

WHEREAS,theEmployerintendsthisAgreementshallatalltimesbeadministered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation arrangement, maintained primarily to provide supplemental retirement benefits for the Executive, a member of select group of management or highly compensated employee of the Employer;

NOWTHEREFORE, inconsideration ofthe premisesand of the mutual promises hereincontained,theEmployerandtheExecutive agreeasfollows:

ARTICLE 1

DEFINITIONS

For the purpose of this Agreement, the following phrases or terms shall have the indicated meanings:

1.1"AccruedBenefit" means thedollar value of the liability thatshould beaccrued by the Employer, under Generally Accepted Accounting Principles, for the Employer's obligation to the Executive under this Agreement, calculated by applying Accounting Standards Codification 710-10 and the Discount Rate.

1.2''Administrator"meanstheBoardofDirectorsoftheEmployeroritsdesignee.

1.3Affiliate" means any business entity with whom the Employer would be considered asingleemployer under CodeSection 414(b) and 414(c).Such term shall

be interpreted in a manner consistent with the definition of "service recipient" contained in CodeSection 409A.

1.4"Cause"meansanyofthefollowingactsorcircumstances:gross negligence or gross neglect of duties to the Employer; conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive's employment with the Employer; or fraud, disloyalty, dishonesty or willful violation of any law or significant Employer policycommitted inconnection withthe Executive'semployment and resultingin a material adverse effect on the Employer.

1.5"Change in Control" means a change in the ownership or effective control of the Employer, or in theownership of a substantial portion of theassets of the Employer, as such change is defined in Code Section 409A and regulations thereunder.

1.6"Claimant" means a person who believes that he or she is being denied a benefit towhich heorshe isentitled hereunder.

1.7"Code"meanstheInternalRevenueCodeof1986,asamended.

1.8"Disability"meansaconditionoftheExecutivewherebytheExecutiveeither:

(i) is unable to engage in any substantial gainful activity by reason of any medically determinablephysicalormentalimpairmentthatcanbeexpectedtoresultindeathorcan be expectedto lastfor a continuousperiodofnot less than 12months,or(ii)is,byreasonof any medically determinablephysicalor mental impairmentthat canbe expectedto result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefitsforaperiodofnotlessthan three months underanaccident and health plancoveringemployees of the Employer.TheAdministrator willdetermine whethertheExecutivehasincurredaDisabilitybasedonitsowngoodfaithdetermination andmay require theExecutiveto submit to reasonablephysicalandmentalexaminationsfor thispurpose.TheExecutivewillalsobedeemedtohaveincurredaDisabilityifdetermined to be totally disabledby the Social Security Administration or in accordance with a disability insuranceprogram,provided thatthedefinitionofdisabilityapplied undersuchdisability insuranceprogramcomplieswiththeinitialsentenceofthisSection.

1.9"Discount Rate"meansthe rate used bythe Administrator fordetermining the AccruedBenefit. TheAdministrator mayadjusttheDiscountRatetomaintain the ratewithin reasonablestandardsaccordingtoGenerallyAccepted Accounting Principles and applicable bank regulatory guidance.

1.10"Early Involuntary Termination" means that the Executive, prior to Early Retirement Age, has experienced aSeparation from Service causedbyaction or

instigation oftheEmployerotherthanforCause,Disabilityorwithintwenty-four(24)monthsfollowing a Change in Control.

1.11"Early Retirement" means Separation from Service after Early Retirement Age and before Normal Retirement Age.

1.12"EarlyRetirementAge,,meansthedatetheExecutiveattainsagesixty-two(62).

1.13Early Voluntary Termination" means that the Executive, prior to Early Retirement Age, experiences a Separation from Service for reasons other than Cause, Disability, EarlyInvoluntaryTermination,orwithintwenty-four (24) monthsfollowinga Change in Control.

1.14EffectiveDate" meansMay1,2025.

1.15ERISA"means the Employee Retirement Income Security Act of 1974, as amended.

1.16NormalRetirementAge"meansthedatetheExecutiveattainsagesixty-five (65).

1.17PlanYear"meanseachtwelve(12)monthperiodcommencingonJanuary1

andendingonDecember31ofeachyear.TheinitialPlanYearshallcommenceonthe Effective Date and end on the following December 31.

1.18"Separation from Service” means atermination of the Executive'semployment withtheEmployeranditsAffiliatesforreasonsotherthandeathorDisability.ASeparation from Service may occur as of a specified date for purposes of the Agreement even if the Executive continues toprovide someservices for theEmployer or itsAffiliatesafter thatdate, provided that the facts and circumstances indicate that the Employer and the Executive reasonablyanticipated at thatdatethateithernofurtherserviceswouldbeperformed after thatdate,orthatthelevelofbonafideservicestheExecutivewouldperformaftersuchdate (whetherasanemployee orasanindependent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fideservices performed over theimmediately preceding thirty-six (36) month period (orthefull period duringwhich the Executive performed services for the Employer, if that is less than thirty-six (36) months).ASeparation fromService will notbedeemed tohaveoccurred whiletheExecutive ison militaryleave,sickleave,orother bona fideleave of absence if the period of such leave does not exceed six (6) months or, if longer, the period for which a statute or contract provides the Executive with the rightto reemployment with the Employer.If the Executive's leave exceeds six (6) months but the Executive is not entitled to reemployment under a statute or contract, the Executive incurs aSeparation

from Service on the next dayfollowing the expiration of such six (6) month period.In determining whether a Separation from ServiceoccurstheAdministratorshalltakeintoaccount,amongotherthings,thedefinition of"servicerecipient"and"employer"set forthinTreasury regulation§1.409A-1(h)(3).The Administrator shall have full and final authority to determine conclusively whether a Separation fromServiceoccurs,andthedateofsuchSeparation fromService.

1.19Specified Employee" means an individual thatsatisfies thedefinition of a"key employee"oftheEmployerassuchtermisdefined inCodeSection416(i) (withoutregard toCodeSection416(i)(5)),providedthatthestockoftheEmployerispubliclytradedonan established securities marketorotherwise,asdefined inTreasury regulation§1.897-l(m). If theExecutiveis a key employee atany time during the twelve(12)monthsending on

December31,theExecutiveisaSpecifiedEmployeeforthetwelve(12)monthperiod commencing on the first day of the following April.

ARTICLE 2

PAYMENTOFBENEFITS

2.1Normal Retirement Benefit.Upon Separation from Service after Normal Retirement Age, theEmployer shall pay the Executive an annual benefit in the amount of Seventy-Two Thousand Dollars ($72,000) inlieuofanyotherbenefithereunder.Theannual benefit will be paid in equal monthly installments commencing the month following Separation from Service and continuing for fifteen (15) years.

2.2Early Retirement Benefit.If EarlyRetirement occurs, the Employer shall pay the Executive an annual benefit in theamount ofSeventy-Two Thousand Dollars ($72,000) reduced by .4167% for each month by which Separation from Service precedes Normal Retirement Age, in lieu of any other benefit hereunder.The annual benefit will be paid in equal monthly installments commencing the month following Separation from Service and continuing for fifteen (15) years.

2.3Early Involuntary Termination Benefit.If Early Involuntary Termination occurs,the Employershall paythe Executive the annual benefitdetermined accordingtothe table below in lieu of any other benefit hereunder.The

annual benefit will be paid inequal monthly installments commencing the month following Separation from Service and continuing for fifteen (15) years

2.4EarlyVoluntary Termination Benefit.If EarlyVoluntaryTermination occurs, the Employer shall pay the Executive the Accrued Benefit determined as of the date of Separation from Service, inlieu ofanyother benefit hereunder.The benefit shall be paid in one hundred eighty (180) equal monthly installments commencing the month following Separation from Service.

2.5Disability Benefit.Disability Benefit.In the event the Executive suffers a Disability prior to Early Retirement Age, the Employer shall pay the Executive the Accrued Benefit in lieu of any otherbenefithereunder.The benefit shall be paidin a lump sumthe month following Disability.

2.6Change in Control Benefit.If a Change in Control occurs, followed within twenty-four (24) months by Separation of Service prior to Normal Retirement Age, the Employer shall pay the Executive an annual benefit of Seventy-Two Thousand Dollars ($72,000) in lieu of any other benefit hereunder.The annual benefit will be paid in equal monthly installments commencing the month following Normal Retirement Age and continuing for fifteen (15) years.

2.7NoDeath Benefits.IntheeventtheExecutive diespriortoreceivingall benefits which otherwise would be due hereunder, the Executive shall be entitled to the benefit described in the Split Dollar Agreement between the Employer and Executive of even date herewith but the Employer shall not have any further liability to the Executive under this Agreement.

2.8Termination for Cause.If the Employer terminates the Executive's employment for Cause, then the Executive shall not beentitled toany benefits under the terms of this Agreement.

2.9Restriction on Commencement of Distributions.Notwithstandingany provision of thisAgreement tothecontrary, ifthe Executive isconsidered aSpecifiedEmployee at the timeofSeparationfromService,theprovisionsofthisSectionshallgovernalldistributions hereunder.Distributions which would otherwise be made to

the Executive due toSeparation from Service shall not be made during thefirstsix (6) months following Separation from Service.Rather, anydistribution which would otherwise be paid tothe Executive during suchperiodshallbeaccumulatedandpaidtotheExecutiveinalumpsumonthefirstdayof theseventhmonthfollowingSeparationfromService.Allsubsequentdistributionsshallbe paid astheywould havehad thisSection notapplied.

2.10Acceleration of Payments.Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisionsofTreasury Regulation§1.409A-30)(4)inthefollowingcircumstances:(i)asa resultofcertain domestic relations orders; (ii) incompliance withethicsagreements with thefederalgovernment;(iii)incompliancewiththeethicslawsorconflictsofinterestlaws;

(iv)inlimitedcashouts(butnotinexcessofthelimitunderCodeSection402(g)(l)(B));(v) topayemployment-relatedtaxes;or(vi)topayanytaxesthatmaybecomedueatanytime thattheAgreementfailstomeettherequirementsofCodeSection 409A.

2.11DelaysinPaymentbyEmployer.Apaymentmaybedelayedtoadateafterthe designatedpayment date under anyof thecircumstances described below,and the provision will notfail to meet the requirements of establishinga permissible payment event.Thedelay in the payment will notconstitute asubsequent deferral election,solongasthe Employer treatsall payments tosimilarlysituated participants onareasonably consistent basis.

(a)Payments thatwould violate Federal securitieslaws orother applicablelaw.ApaymentmaybedelayedwheretheEmployerreasonablyanticipatesthatthe makingof the payment will violate Federal securities laws orother applicable law

provided that the payment is made at the earliest date at which the Employer reasonably anticipates that the making of the payment will not cause such violation. The making of a payment that would cause inclusion in gross income or the application of any penalty provision of the Internal Revenue Code is not treated asa violation of law.

(b)Solvency.Notwithstanding the above, a payment may be delayed where the payment would jeopardize the ability of the Employer to continue as a going concern.

2.12Treatment of Payment as Made on Designated Payment Date.Solely for purposes of determining compliance with Code Section 409A, any payment under this Agreement made after the required payment dateshall bedeemed made on the required payment date provided thatsuch payment is made bythelatest of:(i) theend of thecalendar yearinwhichthepaymentisdue;(ii)the15thdayofthethirdcalendar

monthfollowingthe payment due date; (iii) if Employer cannot calculate the payment amount on account of administrativeimpracticalitywhich isbeyond theExecutive's control, theend of thefirst calendaryearwhichpaymentcalculationispracticable;and(iv)ifEmployerdoesnothave sufficientfundstomakethepaymentwithout jeopardizingtheEmployer'ssolvency,inthe firstcalendaryearinwhichtheEmployer's fundsaresufficient tomakethepayment.

2.13Facility of Payment.If a distribution is to be made to a minor, or to a person who isotherwise incompetent, then the Administratormay makesuch distribution: (i) to the legal guardian,or ifnone,to a parent of aminorpayee withwhomthepayeemaintainshis or her residence; or (ii) to the conservator or administrator or,if none, to the person having custody of an incompetent payee.Any such distribution shall fully discharge the Employer andthe Administratorfrom further liability on accountthereof.

2.14Excise Tax Limitation.Notwithstandinganyprovision ofthis Agreementtothe contrary, if any benefit payment hereunder would be treated as an "excess parachute payment" under Code Section 280G, the Employer shall reduce such benefit payment to the extent necessary toavoid treatingsuch benefit payment asanexcess parachute payment. The Executive shall beentitled toonly the reduced benefit and shall forfeit anyamount over and above the reduced amount.

2.15Changes in Form or Timing of Benefit Payments.The Employer and the Executive may, subject to the terms hereof, amend this Agreement to delay the timing or change the form of payments.Any such amendment:

(a)musttakeeffectnotlessthantwelve (12)monthsaftertheamendment is made;

(b)must, for benefits distributable due solely to the arrival of a specified date, or on account of Separation from Service or Change in Control, delay the commencement ofdistributions fora minimum offive (5)yearsfrom thedatethefirst distribution was originally scheduled to be made;

(c)must,forbenefitsdistributable duesolelytothearrivalofaspecified date,be made notlessthantwelve (12) months beforedistribution isscheduledto

begin;and

(d)maynotacceleratethetimeorscheduleofanydistribution.

ARTICLE3

ADMINISTRATION

3.1Administrator Duties.The Administrator shall be responsible for the management, operation, and administration of the Agreement.When making a determination or calculation, the Administrator shall be entitled to rely on information furnished bythe Employer, Executive.No provision of thisAgreement shall beconstrued as imposingon theAdministrator any fiduciary duty under ERISA or other law,oranyduty similartoanyfiduciarydutyunder ERISAorotherlaw.

3.2Administrator Authority.TheAdministrator shall enforce thisAgreement in accordance with its terms, shall be charged with the general administration of this Agreement,andshall haveallpowers necessarytoaccomplish itspurposes.

3.3Binding Effectof Decision.Thedecision oractionoftheAdministrator with respect to any question arising out of or in connection with the administration, interpretationorapplication ofthisAgreement and the rulesand regulations promulgated hereundershallbefinal,conclusiveandbindinguponallpersonshavinganyinterestinthis Agreement.

3.4Compensation, Expenses andIndemnity.The Administrator shall serve without compensation for services rendered hereunder.The Administrator is authorized at the expenseoftheEmployertoemploysuchlegalcounseland/orrecordkeeperasitmaydeem advisable to assist in the performance of its duties hereunder.Expense and fees in connection withtheadministrationofthisAgreementshall bepaid bytheEmployer.

3.5EmployerInformation.TheEmployershallsupplyfullandtimelyinformation to the Administrator on all matters relating to the Executive's compensation, death, Disability or Separation from Service, and such other information as the Administrator reasonably requires.

3.6Termination of Participation.If the Administrator determines in good faith that the Executivenolonger qualifiesasa member ofaselectgroupof management orhighly compensatedemployees,asdetermined inaccordancewithERISA,theAdministrator shall have the right, in itssolediscretion, toceasefurther benefit accruals hereunder.

3.7Compliance with Code Section 409A.The Employer and the Executive intend thattheAgreement complywith theprovisions ofCodeSection 409Ato preventtheinclusion in gross income of any amounts deferredhereunderin a taxable yearprior to the year in which amounts are actually paid to the Executive.This Agreement shall be construed, administeredand governedin a manner that affects such intent, and the Administrator shall not take any actionthat wouldbe inconsistenttherewith.

ARTICLE 4

CLAIMSANDREVIEWPROCEDURES

4.1Claims Procedure.AClaimant shall make a claim for any benefits under this Agreement as follows.

(a)Initiation- WrittenClaim.TheClaimant initiatesaclaim bysubmitting to the Administrator a written claim for the benefits.If such a claim relates to the contentsofanoticereceivedbytheClaimant,theclaimmustbemadewithinsixty

(60) days after such notice was received by the Claimant.All other claims must be madewithin one hundredeighty (180) days of the date on whichthe event that caused the claim to arise occurred.The claim must state with particularity the determination desired by the Claimant.

(b)TimingofAdministrator Response.TheAdministratorshall respond to suchClaimantwithinforty-five(45)daysafterreceivingtheclaim.    Ifthe Administratordeterminesthatspecialcircumstancesrequireadditionaltimefor processingtheclaim,theAdministratorcanextendtheresponseperiodbyan additional thirty(30)daysbynotifyingtheClaimant inwriting, prior totheendofthe initial forty-five (45) day period, thatanadditional period is required.The extension noticeshallspecificallyexplainthe standardsonwhichentitlementtoadisability benefitis based, the unresolvedissuesthat prevent a decisionontheclaimandthe additionalinformationneededfromtheClaimanttoresolvethoseissues,andthe Claimant shallbe affordedatleast forty-five(45) days within whichto provide the specified information.

(c)NoticeofDecision.IftheAdministratordeniesallorapartoftheclaim, the Administrator shall notify the Claimant in writing of such denial in a culturally and linguisticallyappropriate manner.The Administrator shall write the notification in a manner calculated to be understood by the Claimant.The notification shall set forth:(i) the specific reasons forthe denial; (ii)a reference tothespecific provisions of this Agreement on which the denial is based; (iii) a notice that the Claimant hasa right to request a review of the claim denial and an explanation of the Agreement's review procedures and thetimelimits applicable tosuch procedures; (iv) astatement oftheClaimant'srighttobringacivilaction underERISASection502(a)followingan adverse benefit determination on review, and a description of any time limit for bringing such an action; (v) for any Disability claim, a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (A) the views presentedby the Claimant of health care professionals treating the Claimant and vocational professionals whoevaluated theClaimant; (8) theviewsofmedical or vocational experts whose advice was obtained on behalf of the Employer in connection with a Claimant's adverse

benefit determination, without regard to whether the advice was relied upon in making the benefit determination; or (C) a disability determination regarding the Claimant presented by the Claimant made by the Social Security Administration (vi) for any Disability claim, the specific internal rules,guidelines, protocols, standards or othersimilar criteria reliedupon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards orothersimilar criteria do notexist; and (viii) forany Disability

claim, a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other informationrelevanttotheClaimant'sclaimforbenefits.Whetheradocument,

-record, or other informationis relevant toa claim for benefits shall bedeterminedby Department of Labor Regulation Section 2560.503-l(m)(8).

4.2Review Procedure.If the Administrator denies all or a part of the claim, the Claimant shall have the opportunity for a full and fair review by the Administrator of the denial as follows.

(a)Additional Evidence.Prior to the review of the denied claim, the Claimantshallbegiven,freeofcharge,anyneworadditional evidenceconsidered, reliedupon,orgeneratedbytheAdministrator,oranyneworadditionalrationale,as soon as possible and sufficiently inadvance of thedateon which thenoticeofadverse benefit determination on review is required to be provided, togive the Claimant a reasonable opportunity to respondprior to that date.

(b)Initiation - Written Request.To initiate the review, the Claimant, withinsixty(60) daysafterreceivingtheAdministrator'snoticeofdenial, mustfile with theAdministrator a written request for review.

(c)AdditionalSubmissions- InformationAccess.Aftersuchrequestthe Claimantmaysubmitwrittencomments,documents,recordsandotherinformation relating totheclaim.TheAdministrator shall also provide theClaimant, upon request and freeof charge, reasonable access to,and copiesof,alldocuments, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant's claim for benefits.

(d)ConsiderationsonReview.In considering the review, the Administrator shall consider all materials and information the Claimant submits relatingtotheclaim,without regard towhether such information wassubmitted or considered in the initial benefit determination.Additional considerationsshall be requiredinthecaseofaclaimforDisabilitybenefits.Theclaimshall bereviewedby anindividualorcommitteewhodidnotmakethe

initialdeterminationthatissubject of the appeal and who is not a subordinate of the individual who made the determination. Additionally, the reviewshall be made without deference totheinitial adversebenefitdetermination.Iftheinitialadversebenefitdeterminationwasbased in whole or in part on a medical judgment, the Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not bethesame individual who wasconsulted during the initial determination and will not be the subordinate of such individual. If the Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether theadvice was relied upon), theAdministrator will identifysuch experts.

(d)TimingofAdministrator Response.TheAdministrator shall respond in writingtosuch Claimant within forty-five (45) days after receiving the request for review.If the Administrator determines that special circumstances require additionaltimeforprocessingtheclaim,theAdministrator canextend theresponse

periodbyanadditional forty-five (45)daysbynotifyingtheClaimantinwriting,prior to theend of the initial forty-five (45) day period, that an additionalperiodis required.The notice of extension must set forth the special circumstances and thedate by which theAdministratorexpects to render its decision.

(e)Notice of Decision.The Administrator shall notify the Claimant in writing of its decision on review.The Administrator shall write the notification in a culturally and linguistically appropriate manner calculated to be understoodby the Claimant.The notification shallset forth:(i)thespecific reasonsforthe denial; (ii)a referenceto the specificprovisionsofthis Agreementon whichthedenialis based;

(iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant's claim for benefits; (iv)astatementoftheClaimant's righttobringacivilaction under ERISA Section 502(a); (v) for any Disability claim, a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (A) the views presentedby theClaimant of health care professionals treating the Claimant andvocational professionals whoevaluated theClaimant; (BJ theviewsof medicalor vocational experts whose advice was obtained on behalf of the Employer in connection with a Claimant's adverse benefit determination, without regard towhether the advice was relied upon in making the benefit determination; or (C) a disability determination regarding the Claimant presented by the Claimant made by the Social Security

Administration; and (vi) for any Disability claim, the specific internal rules,guidelines, protocols, standards or other similar criteria relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines,protocols, standards or other similar criteriado not exist;.

4.3Exhaustion of Remedies.The Claimant must follow these claims review procedures and exhaustalladministrativeremedies before takinganyfurtheraction with respect toaclaim for benefits.

4.4Failure toFollow Procedures.In thecaseofaclaim for Disability benefits, if the Administrator fails to strictly adhere to all the requirements of this claims procedure with respect to a Disability claim, the Claimant is deemed to have exhausted the administrative remedies available under the Agreement, and shall be entitled to pursue any available remedies under ERISA Section 502(a) on the basis that the Administrator has failed to provideareasonable claimsprocedure thatwouldyield a decision on themeritsoftheclaim, except where the violation was: (a) de minimis; (b) non-prejudicial; (c) attributable togood cause or matters beyond the Administrator'scontrol; (d) in thecontext of an ongoinggood-faith exchange of information; and (e) not reflective of a pattern or practice of noncompliance.The Claimant may request a written explanation of the violation from the Administrator,and the Administrator must provide such explanation within ten (10) days, including aspecific description of its basis, ifany,forasserting that the violation should not cause the administrative remedies to be deemed exhausted. If a court rejects the Claimant's request for immediate review on the basis that the Administrator met the standards for the exception,theclaimshallbeconsideredasre-filedonappealupontheAdministrator's

receipt of thedecision of thecourt.Within a reasonable timeafter the receipt of thedecision, theAdministrator shall provide theclaimantwith noticeoftheresubmission.

ARTICLE 5

AMENDMENT AND TERMINATION

5.1Agreement Amendment Generally.Except as provided in Section 5.2, this Agreementmay be amendedonly bya written agreement signed by both the Employer and the Executive.

5.2Amendment to Insure ProperCharacterizationofAgreement.Notwithstanding anything in thisAgreement tothecontrary,theAgreementmay beamendedbythe Employer at any time, if found necessary in the opinion of the Employer, (i) to ensure that the Agreementischaracterizedasplanofdeferredcompensationmaintained foraselectgroup of management orhighlycompensated employees asdescribed under ERISA, (ii) toconform theAgreementtotherequirements ofanyapplicablelawor(iii)tocomplywiththewritten instructions of the Employer's auditors or banking regulators.

5.3Agreement Termination Generally.Except as provided in Section 5.4, this AgreementmaybeterminatedonlybyawrittenagreementsignedbytheEmployerandthe Executive.Suchterminationshallnotcauseadistribution ofbenefitsunderthisAgreement. Rather,uponsuchtermination benefitdistributions willbemadeattheearliestdistribution event permitted under Article 2.

5.4EffectofCompleteTermination.Notwithstandinganythingtothecontraryin Section 5.3,and subject tothe requirementsof CodeSection 409A and Treasury Regulations

§1.409A-3(j)(4)(ix),atcertaintimestheEmployer maycompletelyterminateandliquidate the Agreement.In the event of such a complete termination, the Employer shall pay the Accrued Benefit balance tothe Executive.Such complete termination oftheAgreementshall occur onlyunderthefollowingcircumstances and conditions.

(a)Corporate Dissolution or Bankruptcy.The Employer mayterminate and liquidate thisAgreement within twelve (12) months ofa corporate dissolution taxed underCodeSection331,orwiththeapprovalofabankruptcycourt,provided that all benefits paid under the Agreement are included in the Executive's gross income in the latest of: (i) the calendar year which the termination occurs; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(b)Change in Control.The Employer may terminate and liquidate this Agreement bytakingirrevocable action toterminateand liquidatewithin thethirty

(30)daysprecedingorthetwelve(12)monthsfollowingaChangeinControl.This Agreement will then be treated as terminated only if all substantially similar arrangements sponsored by the Employer which are treated as deferred under a single plan under Treasury Regulations §1.409A-1(c)(2) are terminated and liquidatedwithrespecttoeachparticipantwhoexperiencedthe ChangeinControlso

thattheExecutiveandanyparticipantsinany suchsimilararrangementsare required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Employer takes the irrevocable actionto terminatethe arrangements.

(c)DiscretionaryTermination.TheEmployer mayterminateandliquidate this Agreement provided that: (i) the termination does not occur proximate to a downturn in the financial health of theEmployer; (ii) allarrangements sponsored by the Employer and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; (iii) no payments, other than payments that

would be payable under the terms of this Agreement if theterminationhad not occurred, aremade within twelve (12) months ofthedatetheEmployertakestheirrevocableactiontoterminatethis Agreement;

(iv) all payments are made within twenty-four (24) months following the date the EmployertakestheirrevocableactiontoterminateandliquidatethisAgreement;and

(v) neither the Employernoranyof itsAffiliatesadopta newarrangement thatwould beaggregatedwithanyterminatedarrangementunderTreasuryRegulations

§1.409A-1(c)iftheExecutiveparticipatedinbotharrangements,atanytimewithin three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement.

ARTICLE 6

MISCELLANEOUS

6.1No Effect on Other Rights.This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof.No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.Nothing contained herein will confer upon the Executive theright to be retained in the service of theEmployernor limit the right of the Employer to discharge or otherwise deal with the Executive without regard to the existence hereof.

6.2State Law.To the extent not governed by ERISA, the provisions of this Agreement shall be construed and interpreted according to the internal law of theState of California without regard to itsconflicts of laws principles.

6.3Validity.Incaseanyprovision ofthisAgreementshall beillegal or invalid for any reason, said illegality or invalidity shall not affect theremaining parts hereof, but this Agreement shall beconstrued and enforced as ifsuch illegal or invalid provision had never been inserted herein.

6.4Nonassignability.Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumberedin any manner.

6.5Unsecured GeneralCreditorStatus.Paymenttothe Executive hereundershall be made from assets which shall continue, for all purposes, to be part of thegeneral, unrestrictedassets of theEmployer and no person shall have any interest in any such asset byvirtueof any provisionof thisAgreement.The Employer's obligation hereunder shall be

an unfunded and unsecured promise to pay money in the future.In the event that the Employerpurchases aninsurance policy insuringthelifeof theExecutive to recover thecost ofprovidingbenefitshereunder,theExecutiveshallnothaveanyrightswhatsoever insaid policy or the proceeds therefrom.

6.6LifeInsurance.IftheEmployerchoosestoobtaininsuranceonthelifeofthe Executive inconnection with itsobligations under thisAgreement, the Executive hereby agrees to take such physical examinations and to truthfully and completely supply such informationasmayberequired bytheEmployer ortheinsurancecompanydesignated by the Employer.

6.7Unclaimed Benefits.TheExecutiveshallkeeptheEmployerinformed ofthe Executive's current address.If the location of the Executive is not made known to the Employer within threeyearsafter thedate upon which any payment ofany benefits mayfirst bemade,theEmployershalldelaypaymentoftheExecutive'sbenefitpayment(s) untilthe location of the Executive is made known tothe Employer; however, the Employer shall only beobligatedtoholdsuchbenefitpayment(s)fortheExecutiveuntiltheexpirationofthree

(3) years.Upon expiration of the three (3) year period, the Employer may discharge its obligationbypayment tothe Executive's estate.Ifthereis noestate in existence at such time or if suchfact cannotbe determinedby the Employer, the Executive shall thereupon forfeit all rights to any benefitsprovidedunder this Agreement.

6.8Suicide or Misstatement.No benefit shall be distributed hereunder if the Executivecommitssuicidewithintwo(2)yearsaftertheEffective Date,orifaninsurance company which issued a life insurance policy covering the Executive and owned by the Employerdeniescoverage(i)formaterial misstatements offactmadebytheExecutiveon an application forlifeinsurance, or (ii) foranyother reason.

6.9Removal.Notwithstanding anything in this Agreement to the contrary, the EmployershallnotdistributeanybenefitunderthisAgreement iftheExecutive issubjectto afinalremoval orprohibition orderissued pursuanttoSection8(e)oftheFederal Deposit Insurance Act.Furthermore, any payments made to the Executive pursuant to this Agreementshall,if required,complywith12U.S.C.1828,FDIC Regulation 12CFR Part359 and anyother regulations orguidance promulgated thereunder.

6.10Notice.Anynotice,consentordemand required or permitted tobegiven to the Employer or Administrator under thisAgreement shall besufficient if in writing and hand-deliveredorsentbyregistered orcertified mailtotheEmployer's principal business office.Any noticeorfiling required or permitted to begiven to the Executive under this Agreement shall be sufficient if in writing and hand-delivered or sent by mail to thelast known address of the Executive.Any notice shall bedeemed given asof thedateof delivery or,if deliveryismade by mail,asof thedateshown on the postmark oron the receipt for registration or certification.

6.11Headings and Interpretation.Headingsand sub-headings inthisAgreement areinsertedforreferenceandconvenienceonlyandshallnotbedeemedpartofthis

Agreement.Wherever the fulfillment of the intent and purpose of this Agreement requires andthe context willpermit, theuse of the masculine gender includes thefeminine anduse of thesingular includes the plural.

6.12AlternativeAction.Intheeventitbecomesimpossible forthe Employer orthe Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Employer or Administrator may perform such alternative actas most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Employer, providedthat such alternative act does not violate CodeSection 409A.

6.13Coordination with Other Benefits.The benefits provided for the Executive under this Agreement are in addition toany other benefits available to the Executive under anyotherplanor program foremployeesoftheEmployer.ThisAgreementshallsupplement and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided herein.

6.14Inurement.ThisAgreementshall bebindinguponandshallinuretothebenefit of the Employer, its successor and assigns, and the Executive, the Executive's successors, heirs, executors and administrators.

6.15Tax Withholding.The Employer may make such provisions and take such action as it deems necessary or appropriate for the withholding of anytaxes which the Employer is required byany law or regulation to withhold in connection with any benefits under the Agreement.The Executive shall be responsible for the payment of all individual tax liabilities relating to any benefits paid hereunder.

6.16AggregationofAgreement.IftheEmployeroffersothernon-qualifieddeferred compensation plans, this Agreement and those plans shall be treated asa single plan to the extent requiredunder Code Section 409A.

INWITNESSWHEREOF,theExecutiveandarepresentativeoftheEmployerhave executedthisAgreementdocumentasindicatedbelow: