AGREEMENT

1.0                                Terms and Definitions .

For the purposes of this Agreement, the following terms shall have the meanings indicated below, unless the context clearly indicates otherwise. In the event any provision of this Agreement is ambiguous, then it shall be interpreted in a manner that is consistent with Internal Revenue Code Section 409A. Subject to the forgoing, the terms below shall be defined as follows:

1.1                                Accrued Liability Balance. The term “Accrued Liability Balance” shall mean the amount accrued by the Bank to fund the future benefit expense associated with this Agreement, as of the end of the month preceding Executive’s Separation from Service. The Bank shall account for this benefit using Generally Accepted Accounting Principles, regulatory accounting guidance of the Bank’s primary federal regulator, and other applicable accounting guidance, including but not limited to Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the Discount Rate. Accordingly, the Bank shall establish a liability retirement account for Executive into which appropriate accruals shall be made using the applicable Discount Rate.  Any one of a variety of amortization methods may be used to determine the Accrual Balance.  However, once chosen, the method must be consistently applied.  For illustrative purposes ONLY, a sample table showing possible prospective Accrued Liability Balance numbers shall be attached hereto as Exhibit “A”; however this Exhibit A is merely a sample of the potential Accrued Liability Balance based on a future given date and using a sample discount rate. The actual Accrued Liability Balance will be determined based on the actual Discount Rates in effect over time.

1.2                                Administrator .  The Bank shall be the “Administrator” and, solely for the purposes of ERISA as discussed herein, the “fiduciary” of this Agreement where a fiduciary is required by ERISA.

1.3                                Bank.    For the purpose of this Agreement, the term “Bank” or “Employer” shall be read so as to include the Santa Lucia Bank holding company, Santa Lucia Bancorp, when permissible.

1.4                                Board of Directors.  The Board of Directors shall mean the Board of Directors for the Bank, hereinafter, the “Board”.

1.5                                Change in Control . For the purpose of this Plan, a “Change in Control” shall be deemed to have occurred upon any of the following events, as such term and events are defined in Internal Revenue Code Section 409A and the related guidance and Notices thereto. IRC 409A currently provides that a Change in Control Event shall include any of the following events (and for the purposes of this provision, the term “corporation” shall mean the Bank or the Bank’s holding company):

A.                                    A Change in the Ownership of a Corporation . A change in the ownership of a corporation occurs on the date that any one person or

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persons acting as a group (as defined in IRC 409A), acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation.

B.                                      Change in the Effective Control of a Corporation. A change in the effective control of the corporation shall be deemed to occur on either of the following dates:

(i) The date any one person, or persons acting as a group acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; or

(ii) The date a majority of members of the corporation’s board of directors  is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation’s board of directors before the date of the appointment or election. (In this sub-paragraph, 409A limits “corporation” to the “relevant” corporation” as defined therein).

C.                                      Change in the Ownership of a Substantial Portion of a Corporation’s Assets . A change in the ownership of a substantial portion of a corporation’s assets shall be deemed to occur on the date that any one person or group acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately before such acquisition or acquisitions. No Change in Control shall result if the assets are transferred to certain entities controlled directly or indirectly by the shareholders of the transferring corporation.

For the purposes of this definition, the term “corporation” shall be read as including the Bank or the bank’s holding company, Santa Lucia Bancorp. In addition to the forgoing, and in accordance with IRC 409A, in order to constitute a Change in Control event with respect to Executive, the Change in Control event must relate to (i) the corporation for whom Executive is performing services at the time of the Change in Control; (ii) the corporation that is liable for the payment of the deferred compensation (or all corporations liable for the payment if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of service by the Participant for such corporation (or corporations) or there is a bona fide business purpose for such corporation or corporations to be liable for such payment and, in either case, no significant purpose of making such corporation or corporations liable for such payment is the avoidance of Federal income tax; or  (iii) a corporation that is a majority shareholder of a corporation identified above, or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a

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corporation identified above. Should there be any question of whether a Change in Control has occurred such as to trigger payment of a benefit described herein, any ambiguity shall be resolved in accordance with the final regulations and any subsequent clarification of IRC 409A.

1.6                                The Code .  The “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.7                                Disability/Disabled .  For the purposes of this Agreement, the term “Disability” shall be interpreted in accordance with IRC 409A. Pursuant to IRC 409A, a Participant will be considered Disabled if:

A.                                    Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

B.                                      Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of Executive’s employer.

1.8                                Discount Rate.   The term “Discount Rate” means the rate used by the Plan Administrator for in any specified year to accrue benefits under this Plan; however, the Plan Administrator, in its sole discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP (Generally Accepted Accounting Principles).

1.9                                Early Retirement and Early Retirement Age. The term “Early Retirement” shall refer to the Executive’s Separation From Service on or after attaining the Early Retirement Age of sixty-two (62), but before attaining the Normal Retirement Age, and for any reason other than “For Cause” (or because of death).

1.10                         Effective Date .  The term “Effective Date” shall mean the date first written above.

1.11                         ERISA .  The term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.12                         Executive Benefit .  The term “Executive Benefit” shall mean the annual benefit amounts determined pursuant to Paragraphs 1 through 4 (including sub-paragraphs, as applicable), forfeited, reduced or adjusted to the extent:  (a) required under the other provisions of this Agreement; (b) required by reason of the lawful order of any regulatory agency or body having jurisdiction over the Employer; or (c) required in order for the Employer to comply with any and all applicable state and federal laws, including, but not limited to, income, employment and disability income tax laws ( e.g. , FICA, FUTA, SDI).

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1.13                         Involuntary Separation From Service . In accordance with IRC 409A, the term “Involuntary Separation from Service” shall mean a Separation from Service due to the independent exercise of the unilateral authority of the Bank to terminate the Executive’s services, other than due to Executive’s implicit or explicit request, where Executive was willing and able to continue performing services.

1.14                         IRC 409A. The term “IRC 409A” shall refer to the final regulations issued by the IRS and the Treasury Department under Section 409A of the Code.

1.15                         Normal Retirement / Normal Retirement Age.   The term “Normal Retirement” shall mean the Executive’s Separation From Service on or after attaining the Normal Retirement Age of Sixty-Five (65) for any reason other than “For Cause” (or because of death).

1.16                         Plan Year .  The term “Plan Year” shall mean the calendar year.

1.17                         Separation From Service/ Termination of Employment.   The terms “Separation From Service” (Separates From Service) and “Termination of Employment” shall be used interchangeably for the purposes of this Agreement and shall be interpreted in accordance with the provisions of IRC 409A. Currently, IRC 409A provides that, whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services the employee will perform after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than twenty (20%) percent of the average level of bona fide services performed (as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the employer  if the employee has been providing services to the employer less than 36 months). There shall be no Separation From Service while Executive is on military leave, sick leave or other bona fide leave of absence, as long as such leave does not exceed six months, or if longer, so long as the individual retains a right to re-employment with the service recipient under an applicable statute or by contract.

1.18                         Specified Employee. The term “Specified Employee” shall be defined in accordance with IRC 409A. At present, and in accordance with IRC 409A, the term “Specified Employee” means an employee who, as of the date of the employee’s Separation from Service, is a key employee of an employer of which any stock is publicly traded on an established securities market or otherwise. An employee is a key employee if the employee meets the requirements of section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on a specified employee identification date. If Executive is a key employee as of a specified employee identification date, then Executive shall be treated as a key employee for the entire twelve (12) month period beginning on the specified employee effective date.

1.19                         Termination for Cause . The term “Termination for Cause” shall mean Termination of Executive’s employment by reason of any of the following:

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A.                                    Executive’s personal dishonesty, incompetence or willful misconduct;

B.                                      Executive’s breach of fiduciary duty involving personal profit;

C.                                      Executive’s intentional failure to perform Executive’s duties for the Bank after a written demand for performance is given to Executive by the Board which demand specifically identifies the manner in which the Board believes that Executive has not performed his duties;

D.                                     Executive’s willful violation of any law, rule, regulation or final cease and desist order (other than traffic violations or similar minor offenses) to the extent detrimental to the Bank’s business or reputation; or

E.                                       Executive’s material breach of any provision of this Agreement.

1.20                         Voluntary Termination. The term “Voluntary Termination” shall mean a Separation From Service of Executive which is not as a result of an Involuntary Termination, a Termination For Cause or because of a Disability.

2.                                       Scope, Purpose and Effect .

2.1                                Contract of Employment .   Although this Agreement is intended to provide Executive with an additional incentive to remain in the employ of the Employer, this Agreement shall not be deemed to constitute a contract of employment between Executive and the Employer nor shall any provision of this Agreement restrict or expand the right of the Employer to terminate Executive’s employment.  This Agreement shall have no impact or effect upon any separate written Employment Agreement which Executive may have with the Employer, it being the parties’ intention and agreement that unless this Agreement is specifically referenced in said Employment Agreement (or any modification thereto), this Agreement (and the Employer’s obligations hereunder) shall stand separate and apart and shall have no effect on or be affected by, the terms and provisions of said Employment Agreement.

2.2                                Fringe Benefit .  The benefits provided by this Agreement are granted by the Bank as a fringe benefit to Executive and are not a part of any salary reduction plan or any arrangement deferring a bonus or a salary increase. Executive has no option to take any current payments or bonus in lieu of the benefits provided by this Agreement.

2.3                                Prohibited Payments.   Notwithstanding anything in this Agreement to the contrary, if any payment made under this Agreement is a “golden parachute payment” as defined in Section 28(k) of the Federal Deposit Insurance Act (12 U.S.C. section 1828(k) and Part 359 of the Rules and Regulations of the Federal Deposit Insurance Corporation  (collectively, the “FDIC Rules”) or is otherwise prohibited, restricted or subject to the prior approval of a Bank Regulator, no payment shall be made hereunder without complying with said FDIC Rules.

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2.4                                Additional Prohibited Payments. If the Bank is subject to the executive compensation limitations under the United States Treasury Department’s Troubled Asset Relief Progra m (“TARP”) at the time Executive becomes entitled to any payment under this Agreement, and if such paym