INDEMNIFICATION AGREEMENT

A.

The Bank and Indemnitee are aware of the substantial growth in the number of lawsuits filed against corporate directors and officers in connection with their activities in such capacities and by reason of their status as such;

B.

The Bank and Indemnitee recognize that the cost of defending against such lawsuits, whether or not meritorious, is typically beyond the financial resources of most of the Bank’s directors and officers;

C.

The Bank and Indemnitee recognize that the legal risks and potential liabilities associated with proceedings filed against the Bank’s directors and officers bear no reasonable relationship to the amount of compensation received by the Bank’s directors and officers;

D.

The Bank, after reasonable investigation prior to the date hereof, has determined that the liability insurance coverage available to the Bank as of the date hereof is inadequate, unreasonably expensive or both. The Bank believes, therefore, that the interest of the Bank’s shareholders would be best served by a combination of (i) such insurance as the Bank may obtain pursuant to the Bank’s obligations hereunder and (ii) a contract with its directors and certain officers, including Indemnitee, to indemnify such individuals pursuant to Section 317 of the California Corporations Code (the “Code”) against personal liability for actions taken in the performance of their duties to the Bank;

E.

Section 317 of the Code empowers California corporations to indemnify their directors and officers;

F.

The Board of Directors of the Bank (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as the Bank’s directors and officers and to encourage such individuals to take the business risks necessary for the success of the Bank, it is necessary for the Bank to contractually indemnify its directors and certain officers, and to assume for itself liability for expenses and damages in connection with claims against such directors and officers with respect to their service to the Bank, and has further concluded that the failure to provide such contractual indemnification could result in great harm to the Bank and its shareholders;

G.

The Bank desires and has requested Indemnitee to serve or continue to serve as a director or officer of the Bank, free from undue concern for the risks and potential liabilities associated with such services to the Bank; and

H.

Indemnitee is willing to serve, or continue to serve, the Bank, provided, and on the expressed condition, that he is furnished with the indemnification provided for herein.

1.

Definitions .

(a)

“Expenses” means all direct and indirect costs of any type or nature whatsoever (including, without limitation, any fees and disbursements of Indemnitee’s counsel, accountants and other experts and other out-of-pocket costs) actually and reasonably incurred by Indemnitee in connection with the investigation, preparation, defense or appeal of a Proceeding; provided, however, that Expenses shall not include judgments, fines, penalties or amounts paid in settlement of a Proceeding.

(b)

“Proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (including an action brought by or in the right of the Bank) in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was a director or officer of the Bank, by reason of any action taken by Indemnitee or of any inaction on his part while acting as such director or officer or by reason of the fact that he is or was serving at the request of the Bank as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director and/or officer of the foreign or domestic corporation which was a predecessor corporation to the Bank or of another enterprise at the request of such predecessor corporation, whether or not he is serving in such capacity at the time any liability or Expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

2.

Indemnification .

(a)

Third Party Proceedings . The Bank shall indemnify Indemnitee against Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with a Proceeding (other than a Proceeding by or in the right of the Bank) provided Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Bank and its shareholders, and with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Bank, or, with respect to any criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b)

Proceedings by or in the Right of the Bank . The Bank shall indemnify Indemnitee against Expenses and amounts paid in settlement, actually and reasonably incurred by Indemnitee, in connection with a Proceeding by or in the right of the Bank to procure a judgment in its favor if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Bank and its shareholders. Notwithstanding the foregoing, no indemnification shall be made in respect of (i) any claim, issue or matter as to which Indemnitee shall have been adjudged liable to the Bank in the performance of Indemnitee’s duty to the Bank and its shareholders unless the court in which such action or proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for Expenses and then only to the extent that such court shall determine; (ii) any amounts paid by Indemnitee in settling or otherwise disposing of a pending action without court approval; and (iii) Expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

3.

Limitations on Indemnification . Notwithstanding any other provision herein to the contrary, the Bank shall not be obligated pursuant to the terms of this Agreement:

(a)

Excluded Acts . To indemnify Indemnitee for any acts or omissions or transactions from which a director or officer may not be relieved of liability under Section 204 of the Code or for expenses, penalties, or other payments incurred in an administrative proceeding or action instituted by an appropriate bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the Bank.

(b)

Claims Initiated by Indemnitee . To indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 317 of the Code, but such indemnification or advancement of Expenses may be provided by the Bank in specific cases if the Board has approved the initiation or bringing of such Proceeding.

(c)

Lack of Good Faith . To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous.

(d)

Insured Claims . To indemnify Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to or on behalf of Indemnitee by an insurance carrier under a policy of directors’ and officers’ liability insurance (“D&O Insurance”) maintained by the Bank or any other policy of insurance maintained by the Bank or Indemnitee.

(e)

Claims Under Section 16(b) . To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

(f)

Regulatory Limitations . Notwithstanding any other provisions contained herein, this Agreement is subject to the requirements and limitations set forth in state and federal laws, rules, regulations and order