AGREEMENT

1.0          Terms and Definitions .

1.1          Accrued Liability Balance . For the purposes of this Agreement, the term “Accrued Liability Balance” means the liability that should be accrued by the Bank, under Generally Accepted Accounting Principles (“GAAP”), for the Bank’s obligation to the Director under this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the 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.

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 terms 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 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

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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 a participant, the Change in Control must relate to (i) the corporation for whom participant 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 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          Deferral Account and Deferral Amounts.   The term “Deferral Amounts” refers to those amounts Director previously deferred under the Original Agreement, and which the Bank maintained as separate account balance in the Director’s Deferral Account. The deferral element of this plan was eliminated by Amendment in July of 2003, however the Deferral

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Account was maintained, accounted for and credited with interest pursuant to the terms of the Original Agreement.  In addition, the Deferral Account served as a bookkeeping entry only and was utilized solely as a device for the measurement and determination of the amounts to be paid to, or in respect of, a Participant pursuant to the Original Agreement.

1.8          Disability/Disabled . For the purposes of this Agreement, Director will be considered Disabled if:

A                                       The Director 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.                                      The Director 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 the Employee’s Bank.

1.9          Early Retirement/ Early Retirement Age .  The term “Early Retirement” shall mean the Director’s Separation From Service on or after attaining the Early Retirement Age of sixty-five (65) but before attaining the Normal Retirement Age, and for any reason other than a Removal for Cause.

1.10        Early Involuntary Termination . The term “Early Involuntary Termination” means that the Director, prior to attaining Early Retirement Age, has been notified in writing that his service as a Director is terminated for reasons other than an approved leave of absence or a Removal for Cause.

1.11         Early Voluntary Termination . The term “Early Voluntary Termination” means that the Director, prior to attaining the Early Retirement Age, has voluntarily Separated from Service with the Company.

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

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

1.14        Director Benefit .  The term “Director Benefit” shall mean the benefit amounts determined pursuant to Paragraphs 1 through 6 herein (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 Bank; or (c) required in order for the Bank to comply with any and all

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applicable state and federal laws, including, but not limited to, income, employment and disability income tax laws ( e.g. , FICA, FUTA, SDI).

1.15         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.

1.16        Normal Retirement/ Normal Retirement Age .  The term “Normal Retirement” shall mean the Director’s Separation From Service on or after attaining the Normal Retirement Age of seventy-five (75) and for any reason other than a Removal for Cause.

1.17        Plan Year .  The “Plan Year” shall mean the calendar year.

1.18        Removed for Cause . The term “Removed (removal) for Cause” shall mean termination of Director’s Service by reason of any of the following: any act of embezzlement, fraud, breach of fiduciary duty, dishonesty, deliberate or reported disregard of the policies and rules of the Company as adopted by the Board of Directors of the Company, unauthorized use or disclosure of any trade secrets or confidential information of the Company, competition with the Company, inducement of any customer of the Company to breach a contract with the Company, inducement of any principal for whom the Company acts as an agent to terminate such agency relationship, gross negligence adversely impacting  the Company, willful breach of this Agreement, or any other willful misconduct.

1.19        Service/ Separation From Service .   As it applies to Director, the term “Service” shall refer to the services Director provides and performs while serving on the Board of Directors.  In addition, the term “Separation from Service” shall be read and interpreted consistent with IRC  409A and any future notices or guidance related thereto. As the term applies herein to individuals who are serving on the Board of Directors, but who are not also acting as employees of the Bank, the term “Separation from Service” shall mean the expiration of all contracts or terms of service under which the Director is performing services as a member of the Board of Directors, and where expiration constitutes a good faith and complete termination of the service relationship.

In addition to the foregoing, and consistent with IRC 409A, if Participant provides services both as an employee and a member of the Board of Directors (or an analogous position with respect to a non-corporate service recipient), the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of a nonqualified deferred compensation plan in which the Participant participates as an employee that is not aggregated with any plan in which the Participant participates as a director . In addition, if a Participant provides services both as an employee and a member of the Board of Directors (or an analogous position with respect to a non-corporate service recipient), the services provided as an employee are not taken into account in determining whether the Participant has a separation from service as a director for purposes of a nonqualified deferred compensation plan in which the Participant participates as a director that is not aggregated with any plan in which the service provider participates as an employee.

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2.0          Scope, Purpose and Effect .

2.1          Contract of Employment .   Although this Agreement is intended to provide the Director with an additional incentive to remain a Director of the Bank, this Agreement shall not be deemed to constitute a contract of employment between the Director and the Bank.

2.2          Fringe Benefit .  The benefits provided by this Agreement are granted by the Bank as a fringe benefit to the Director and are not a part of any salary reduction plan or any arrangement deferring a bonus or a salary increase. The Director 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.

3.0        Internal Revenue Code Section 409A Compliance .  It is the intent of the parties to comply with all applicable Internal Revenue Code Sections, including, but not limited to, IRC 409A. Furthermore, for the purposes of this Agreement, IRC Section 409A shall be read to include any related or relevant IRS Notices or clarifications (including but not limited to Notice 2006-79 and Notice 2007-86). While it is understood that a general IRC 409A savings clause will not be effective, the parties intend that any ambiguities regarding any terms or payouts contained herein shall be interpreted in a manner consistent with IRC 409A.

In addition, for any benefits payable pursuant to this Agreement due to a Separation From Service, if the individual is a Specified Employee (as defined herein and by IRC 409A), any such benefit shall be withheld for six (6) months following such Separation From Service in order to comply with IRC 409A, if necessary. In addition, for any