CALIFORNIA INDEPENDENT BANCORP
                      2000 EQUITY INCENTIVE PLAN - Revised

                     As Adopted by the Board March 21, 2000
                   As Adopted by the Shareholders May 17, 2000
                      As Revised by the Board July 18, 2000

      1. PURPOSE. The purpose of this Plan is to provide incentives to attract,
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company by offering them an opportunity to
participate in the Company's future performance through awards of Options,
Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text
are defined in Section 2.

      2. DEFINITIONS. As used in this Plan, the following terms will have the
following meanings:

            2.1. Award. "Award" means any award under this Plan, including any
Option, Restricted Stock or Stock Bonus.

            2.2. Award Agreement. "Award Agreement" means, with respect to each
Award, the signed written agreement between the Company and the Participant
setting forth the terms and conditions of the Award.

            2.3. Board. "Board" means the Board of Directors of the Company.

            2.4. Code. "Code" means the Internal Revenue Code of 1986, as
amended.

            2.5. Committee. "Committee" means the committee appointed by the
Board to administer this Plan, or if no such committee is appointed, the Board.

            2.6. Company. "Company" means California Independent Bancorp and its
subsidiaries or any successor corporation.

            2.7 Disability. "Disability" means a disability, whether permanent
and total within the meaning of Section 22(e)(3) of the Code, or partial or
temporary.

            2.8. Exchange Act. "Exchange Act" means the Securities Exchange Act
of 1934, as amended.

            2.9. Exercise Price. "Exercise Price" means the price at which a
holder of an Option may purchase the Shares upon exercise of the Option.

            2.10. Fair Market Value. "Fair Market Value" means, as of any date,
the value of a share of the Company's Common Stock, determined as follows:


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                  (a) if such Common Stock is quoted on the Nasdaq National
Market, its closing price on the Nasdaq National Market on the date of
determination as reported in The Wall Street Journal;

                  (b) if such Common Stock is publicly traded and is listed on a
national securities exchange, its closing price on the date of determination on
the principal national securities exchange on which the Common Stock is listed
or admitted to trading as reported in The Wall Street Journal. If the closing
price is not reported in The Wall Street Journal, the closing price for the
applicable composite-transactions report for such date shall be applied;

                  (c) if such Common Stock is publicly traded but is not quoted
on the Nasdaq National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices on the date
of determination as reported in The Wall Street Journal. In the event that the
closing bid and asked prices are not reported in The Wall Street Journal, the
closing bid and asked prices as reported on the applicable principal automated
inter-dealer quotation system shall be utilized, or if not quoted on any such
system, the last reported bid and asked prices as published in the "Pink Sheets"
by the National Quotation Bureau, shall be deemed appropriate; or

                  (d) if none of the foregoing is applicable, by the Committee
in good faith using earnings history, book value and company prospects in light
of market conditions generally.

            2.11 Incentive Stock Options. "Incentive Stock Options" ("ISOs") as
defined within the meaning of Section 422 of the Code.

            2.12. Insider. "Insider" means an officer or director of the Company
or any other person whose transactions in the Company's Common Stock are subject
to Section 16 of the Exchange Act.

            2.13. Outside Director. "Outside Director" shall have the meaning as
the term is used in Section 162(m) of the Code and defined in Treasury
Regulation 1.162-27, as amended from time to time.

            2.14. Option. "Option" means an award of an option to purchase
Shares pursuant to Section 5.

            2.15. Participant. "Participant" means a person who receives an
Award under this Plan.

            2.16. Plan. "Plan" means this California Independent Bancorp 2000
Equity Incentive Plan, as amended from time to time.


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            2.17. Restricted Stock Award. "Restricted Stock Award" means an
award of Shares pursuant to Section 7.

            2.18. SEC. "SEC" means the Securities and Exchange Commission.

            2.19. Securities Act. "Securities Act" means the Securities Act of
1933, as amended.

            2.20. Shares. "Shares" means shares of the Company's Common Stock
reserved for issuance under this Plan, as adjusted pursuant to Sections 3 and
19, and any successor security.

            2.21. Stock Bonus. "Stock Bonus" means an award of Shares, or cash
in lieu of Shares, pursuant to Section 8.

            2.22 Ten Percent Shareholder. "Ten Percent Shareholder" means any
shareholder who owns or controls 10% of the total combined voting power or value
of all classes of stock of the Company or a subsidiary corporation. The
attribution rules of Section 424(d) of the Code shall apply in the determination
of ownership of stock for these purposes.

            2.23. Termination. "Termination" or "Terminated" means, for purposes
of this Plan with respect to a Participant, that the Participant has for any
reason ceased to provide services as an employee, officer, director, consultant,
independent contractor or advisor of the Company. An employee will not be deemed
to have ceased to provide services in the case of (i) sick leave, (ii) military
leave, or (iii) any other leave of absence approved by the Committee; provided,
that such leave is for a period of not more than ninety (90) days, unless
reemployment upon the expiration of such leave is guaranteed by contract or
statute or unless provided otherwise pursuant to formal policy adopted from time
to time by the Company and issued and promulgated to employees in writing. In
the case of any employee on an approved leave of absence, the Committee may make
such provisions respecting suspension of vesting of the Award while on leave
from the employ of the Company as it may deem appropriate, except that in no
event may an Option be exercised after the expiration of the term set forth in
the Option agreement. The Committee will have sole discretion to determine
whether a Participant has ceased to provide services and the effective date on
which the Participant ceased to provide services (the "Termination Date").

            2.24. Unvested Shares. "Unvested Shares" means "Unvested Shares" as
defined in the Award Agreement.

            2.25. Vested Shares. "Vested Shares" means "Vested Shares" as
defined in the Award Agreement.


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3. SHARES SUBJECT TO THE PLAN.

            3.1. Number of Shares Available. Subject to Sections 3.2 and 19, the
total number of Shares reserved and available for grant and issuance pursuant to
this Plan will be one hundred thousand (100,000) Shares. Subject to Sections 3.2
and 19, Shares that are subject to (i) issuance upon exercise of an Option but
cease to be subject to such Option for any reason other than exercise of such
Option; (ii) an Award granted hereunder but are forfeited or are repurchased by
the Company at the original issue price; or (iii) an Award that otherwise
terminates without Shares being issued, will again be available for grant and
issuance in connection with future Awards under this Plan. At all times, the
Company shall reserve and keep available a sufficient number of Shares as shall
be required to satisfy the requirements of all outstanding Options granted under
this Plan and all other outstanding but unvested Awards granted under this Plan.

            3.2. Adjustment of Shares. In the event of a Company stock split,
reverse stock split, stock dividend, recapitalization, combination,
reclassification, subdivision, or similar change in the capital structure of the
Company without consideration, then each of (i) the number of Shares reserved
for issuance under this Plan, (ii) the Exercise Prices of and number of Shares
subject to outstanding Options, and (iii) the number of Shares subject to other
outstanding Awards, will be proportionately adjusted, subject to any required
action by the Board or the shareholders of the Company and compliance with
applicable securities laws. Fractions of a Share will not be issued but will
either be replaced by a cash payment equal to the Fair Market Value of such
fraction or will be rounded up to the nearest whole Share, as determined by the
Committee.

      4. ELIGIBILITY. ISOs may be granted only to employees (including officers
and directors who are also employees) of the Company. All other Awards may be
granted to employees, officers, directors, consultants, independent contractors
and advisors of the Company; provided, such consultants, contractors and
advisors render bona fide services not in connection with the offer and sale of
securities in a capital-raising transaction.

      5. ADMINISTRATION.

            5.1. Committee Authority. This Plan will be administered by the
Committee or by the Board acting as the Committee. Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan. Without
limitation, the Committee will have the authority to:

                  (a) construe and interpret this Plan, any Award Agreement and
any other agreement or document executed pursuant to this Plan;

                  (b) prescribe, amend and rescind rules and regulations
relating to this Plan;

                  (c) select persons to receive Awards;


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                  (d) determine the form and terms of Awards;

                  (e) determine the number of Shares or other consideration
subject to Awards;

                  (f) determine whether Awards will be granted separately, in
combination with, in tandem with, in replacement of, or as alternatives to,
other Awards under this Plan or any other incentive or compensation plan of the
Company;

                  (g) grant waivers of Plan or Award conditions;

                  (h) determine the vesting, exercisability and payment of
Awards;

                  (i) correct any defect, supply any omission or reconcile any
inconsistency in this Plan, any Award or any Award Agreement;

                  (j) determine whether an Award has been earned; and

                  (k) make all other determinations necessary or advisable for
the administration of this Plan.

            5.2. Committee Discretion. Any determination made by the Committee
with respect to any Award will be made in its sole discretion at the time of
grant of the Award or, unless in contravention of any express term of this Plan
or Award, at any later time, and such determination will be final and binding on
the Company and on all persons having an interest in any Award under this Plan.
The Committee may delegate to one or more officers of the Company the authority
to grant an Award under this Plan to Participants who are not Insiders of the
Company.

            5.3. Committee Members. If two or more members of the Board are
Outside Directors, the Committee will be comprised of at least two (2) members
of the Board who are Outside Directors and satisfy the requirements under the
Exchange Act for administering this Plan.

      6. OPTIONS. The Committee may grant Options to eligible persons and will
determine (i) whether such Options will be ISOs or Nonqualified Stock Options
("NQSO"), (ii) the number of Shares subject to the Options, (iii) the Exercise
Price of the Options, (iv) the period during which the Options may be exercised,
and (v) all other terms and conditions of the Options, subject to the following:

            6.1. Form of Option Grant. Each Option granted under this Plan will
be evidenced by an Award Agreement which will expressly identify the Option as
an ISO or an


                                       31


NQSO ("Stock Option Agreement"), and will be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
may from time to time approve, and which will comply with and be subject to the
terms and conditions of this Plan.

            6.2. Date of Grant. The date of grant of an Option will be the date
on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

            6.3. Exercise Period. Options may be exercisable within the times or
upon the events determined by the Committee as set forth in the Stock Option
Agreement governing such Option; provided, however, that (i) no Option will be
exercisable after the expiration of one hundred twenty (120) months from the
date the Option is granted; (ii) no ISO granted to a Ten Percent Shareholder
shall be exercisable after the expiration of five (5) years from the date the
ISO is granted, and (iii) regarding an ISO granted to an employee who is not a
Company officer, director or consultant, such ISO shall be exercisable at a rate
which is at least twenty percent (20%) per year over five (5) years from the
date the ISO is granted. The Committee also may provide for Options to become
exercisable at one time or from time to time, periodically or otherwise, in such
number of Shares or percentage of Shares as the Committee determines.

            6.4. Exercise Price. The Exercise Price of an Option will be
determined by the Committee when the Option is granted and may not be less than
one hundred percent (100%) of the Fair Market Value of the Shares on the date of
grant; provided, that: (i) the Exercise Price of an ISO will not be less than
one hundred percent (100%) of the Fair Market Value of the Shares on the date of
grant, and (ii) the Exercise Price of any ISO granted to a Ten Percent
Shareholder will not be less than one hundred ten percent (110%) of the Fair
Market Value of the Shares on the date of grant. Payment for the Shares
purchased shall be made in accordance with Section 9 of this Plan.

            6.5. Method of Exercise. Options may be exercised only by delivery
to the Company of a written stock option exercise agreement (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding the Participant's
investment intent and access to information and other matters, if any, as may be
required or desirable by the Company to comply with applicable securities laws,
together with payment in full of the Exercise Price for the number of Shares
being purchased.

            6.6. Termination. Notwithstanding the exercise periods set forth in
the Stock Option Agreement, exercise of an Option will always be subject to the
following:

                  (a) In the event of a Participant's death or Disability, the
term of the Option shall expire twelve (12) months (or such other period
specified in the Participant's


                                       32


Stock Option Agreement provided that such period is at least six (6) months from
the date of termination) after such death or Disability but not later than the
original expiration date specified in the Stock Option Agreement.


                                       33


                  (b) In the event that the Board determine that a Participant
be terminated by the Company for cause, the term of the Option shall expire
immediately after the Company's notice or advice of such termination is
dispatched to the Participant. For purposes of this Paragraph (b), "cause" shall
mean an act of embezzlement, fraud, dishonesty, breach of fiduciary duty to the
Company, or the deliberate disregard of rules of the Company which results in
loss, damage or injury to the Company, the unauthorized disclosure of any of the
secrets or confidential information of the Company, the inducement of any client
or customer of the Company to break any contract with the Company, or the
inducement of any principal for whom the Company acts as agent to terminate such
agency relationship, the engagement of any conduct which constitutes unfair
competition with the Company, the removal of Participant from office by any
court or bank regulatory agency, or such other similar acts which the Committee
in its discretion determine to constitute good cause for termination of
Participant's service. In making such determination of cause, the Board shall
give the Participant an opportunity to appear before the Board and present
evidence on the Participant's behalf. As used in this Paragraph (b), Company
includes any subsidiaries of the Company.

                  (c) As a result of termination for any reason other than
death, Disability or cause, the term of the Option shall expire three (3) months
(or such other period specified in the Stock Option Agreement, provided that the
period is at least thirty (30) days from the date of termination ) after such
termination, but not later than the original expiration date specified in the
Stock Option Agreement.

            6.7. Minimum Share Exercise. The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option;
provided that such minimum number will not prevent the Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.

            6.8. Limitations on ISOs. The aggregate Fair Market Value
(determined as of the date of grant) of Shares with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year (under
this Plan or under any other incentive stock option plan of the Company) will
not exceed One Hundred Thousand Dollars ($100,000). If the Fair Market Value of
Shares on the date of grant with respect to which ISOs are exercisable for the
first time by a Participant during any calendar year exceeds One Hundred
Thousand Dollars ($100,000), then the Options for the first One Hundred Thousand
Dollars ($100,000) worth of Shares to become exercisable in such calendar year
will be ISOs and the Options for the amount in excess of One Hundred Thousand
Dollars ($100,000) that become exercisable in that calendar year will be NQSOs.
In the event that the Code or the regulations promulgated thereunder are amended
after the Effective Date of this Plan to provide for a different limit on the
Fair Market Value of Shares permitted to be subject to ISOs, such different
limit will be automatically incorporated herein and will apply to any Options
granted after the effective date of such amendment.

            6.9. Modification, Extension or Renewal of Options. The Committee
may modify, extend or renew outstanding Options and authorize the grant of new
Options in substitution therefor; provided that any such action may not, without
the written consent of a Participant, impair any of such Participant's rights
under any Option previously granted. Any outstanding ISO that is modified,
extended, renewed or otherwise altered will be treated in accordance with
Section 424(h) of the Code. The Committee may reduce the Exercise Price of


                                       34


outstanding Options without the consent of Participants affected by a written
notice to them; provided, however, that the Exercise Price may not be reduced
below the minimum Exercise Price that would be permitted under Section 6.4 of
this Plan for Options granted on the date the action is taken to reduce the
Exercise Price.

            6.10. No Disqualification. Notwithstanding any other provision in
this Plan, no term of this Plan relating to ISOs will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be
exercised so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

      7. RESTRICTED STOCK. A Restricted Stock Award shall mean an offer by the
Company to sell to an eligible person Shares that are subject to restrictions.
The Committee will determine to whom an offer will be made, the number of Shares
the person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:

            7.1. Form of Restricted Stock Award. All purchases under a
Restricted Stock Award made pursuant to this Plan will be evidenced by an Award
Agreement ("Restricted Stock Purchase Agreement") that will be in such form
(which need not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the terms and
conditions of this Plan. The offer of Restricted Stock will be accepted by the
Participant's execution and delivery of the Restricted Stock Purchase Agreement
and full payment for the Shares to the Company within thirty (30) days from the
date the Restricted Stock Purchase Agreement is delivered to the person. If such
person does not execute and deliver the Restricted Stock Purchase Agreement
along with full payment for the Shares to the Company within thirty (30) days,
then the offer will terminate, unless otherwise determined by the Committee.

            7.2. Purchase Price. The Purchase Price of Shares sold pursuant to a
Restricted Stock Award will be determined by the Committee and will be at least
eighty-five percent (85%) of the Fair Market Value of the Shares on the date the
Restricted Stock Award is granted, except in the case of a sale to a Ten Percent
Shareholder, in which case the Purchase Price will be one hundred percent (100%)
of the Fair Market Value. Payment of the Purchase Price may be made in
accordance with Section 9 of this Plan.

            7.3. Restrictions. Restricted Stock Awards will be subject to such
restrictions (if any) as the Committee may impose. The Committee may provide for
the lapse of such restrictions in installments and may accelerate or waive such
restrictions, in whole or part, based on length of service, performance or such
other factors or criteria as the Committee may determine.

      8. STOCK BONUSES.

            8.1. Awards of Stock Bonuses. A Stock Bonus shall mean an award of
Shares (which may consist of Restricted Stock) for services rendered to the
Company. A Stock Bonus may be awarded for past services already rendered to the
Company, pursuant to an Award Agreement (the "Stock Bonus Agreement") that will
be in such form (which need not be the same for each Participant) as the
Committee will from time to time approve, and will comply with and


                                       35


be subject to the terms and conditions of this Plan. A Stock Bonus may be
awarded upon satisfaction of such performance goals as are set out in advance in
the Participant's individual Award Agreement (the "Performance Stock Bonus
Agreement") that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will comply
with and be subject to the terms and conditions of this Plan. Stock Bonuses may
vary from Participant to Participant and between groups of Participants, and may
be based upon the achievement of the Company and/or individual performance
factors or upon such other criteria as the Committee may determine.

            8.2. Terms of Stock Bonuses. The Committee will determine the number
of Shares to be awarded to the Participant pursuant to this Section 8 and
whether such Shares will be Restricted Stock. If the Stock Bonus is being earned
upon the satisfaction of performance goals pursuant to a Performance Stock Bonus
Agreement, then the Committee will determine (i) the nature, length and starting
date of any period during which performance is to be measured (the "Performance
Period ") for each Stock Bonus; (ii) the performance goals and criteria to be
used to measure the performance, if any; (iii) the number of Shares that may be
awarded to the Participant; and (iv) the extent to which such Stock Bonuses have
been earned. Performance Periods may overlap and Participants may participate
simultaneously with respect to Stock Bonuses that are subject to different
Performance Periods and different performance goals and other criteria. The
number of Shares may be fixed or may vary in accordance with such performance
goals and criteria as may be determined by the Committee. The Committee may
adjust the performance goals applicable to the Stock Bonuses to take into
account changes in law and accounting or tax rules and to make such adjustments
as the Committee deems necessary or appropriate to reflect the impact of
extraordinary or unusual items, events or circumstances to avoid windfalls or
hardships.

            8.3. Form of Payment. The earned portion of a Stock Bonus may be
paid currently or on a deferred basis with such interest or dividend equivalent,
if any, as the Committee may determine. Payment may be made in the form of cash,
whole Shares, including Restricted Stock, or a combination thereof, either in a
lump sum payment or in installments, all as the Committee determines.

            8.4. Termination During Performance Period. If a Participant is
Terminated during a Performance Period for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or otherwise) with respect
to the Stock Bonus only to the extent earned as of the Termination Date in
accordance with the Performance Stock Bonus Agreement, unless the Committee
determines otherwise.

      9. PAYMENT FOR SHARE PURCHASES.

            9.1 General Rule. The entire Exercise Price of Shares issued under
the Plan shall be payable in lawful money of the United States of America or its
equivalent (e.g. certified check, official bank check or money order) at the
time when such Shares are purchased, except as follows:

                  (a) ISOs. In the case of an ISO granted under the Plan,
payment shall be made only pursuant to the express provisions of the applicable
Stock Option Agreement. However, the Committee (at its sole discretion) may
specify in the Stock Option Agreement that


                                       36


payment may be made pursuant to Subsections 9.2, 9.3, 9.4 or 9.5 below.

                  (b) NQSOs. In the case of a NQSO granted under the Plan, the
Committee (at its sole discretion) may accept payment pursuant to Subsections
9.2, 9.3, 9.4 or 9.5 below.

            9.2 Surrender of Stock. Payment may be made all or in part with
Shares which have already been owned by the Participant or their representative
for more than six months and which are surrendered to the Company in good form
for transfer. Such Shares shall be valued at their Fair Market Value on the date
when the new Shares are purchased under the Plan.

            9.3 Exercise/Sale. Payment may be made by the delivery (on a form
prescribed by the Company) of an irrevocable direction to a securities broker to
sell Shares and to deliver all or part of the sales proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes.

            9.4 Exercise/Pledge. Payment may be made by the delivery (on a form
prescribed by the Company) of an irrevocable direction to pledge Shares to a
securities broker or lender approved by the Company, as security for a loan, and
to deliver all or part of the loan proceeds to the Company in payment of all or
part of the Exercise Price and any withholding taxes.

            9.5 Combination. By any combination of the permissible forms of
payment.

      10. WITHHOLDING TAXES. As a condition to the exercise of an Option, the
Participant shall make such arrangements as the Committee may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that arise in connection with such exercise. The Participant shall also make
such arrangements as the Committee may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an Option. The
Committee may permit the Participant to satisfy all or part of his or her tax
obligations related to the Option by having the Company withhold a portion of
any Shares that otherwise would be issued to him or her or by surrendering any
Shares that previously were acquired by him or her. Such Shares shall be valued
at their Fair Market Value on the date when taxes otherwise would be withheld in
cash. The payment of taxes by assigning Shares to the Company, if permitted by
the Committee, shall be subject to such restrictions as the Committee may
impose.

      11. PRIVILEGES OF STOCK OWNERSHIP.

            11.1. Voting and Dividends. No Participant will have any of the
rights of a shareholder with respect to any Shares until the Shares (and not
simply an Option) are issued to the Participant. After Shares are issued to the
Participant, the Participant will be a shareholder and have all the rights of a
shareholder with respect to such Shares, including the right to vote and receive
all dividends or other distributions made or paid with respect to such Shares.
If such Shares are Restricted Stock, any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same


                                       37


restrictions as the Restricted Stock. Furthermore, Participant will have no
right to retain such stock dividends or stock distributions with respect to
Shares that are repurchased at the Participant's original Purchase Price
pursuant to Section 13.

            11.2. Financial Statements. The Company will provide to each
Participant prior to the Participant's purchase of Shares under this Plan, and
to each Participant annually during the period the Participant has Awards
outstanding, annual reports and all other information provided to all
shareholders of the Company. The Company will not be required to provide such
information to Participants whose services in connection with the Company assure
them access to equivalent information.

      12. TRANSFERABILITY. Awards granted under this Plan, and any interest
therein, are not transferable or assignable by the Participant other than by
will, the laws of descent and distribution, by an instrument to an inter vivos
or testamentary trust in which the Awards are to be passed to beneficiaries upon
the death of the trustor (settlor), or as consistent with the Award Agreement
provisions related thereto. During the lifetime of the Participant, an Award
will be exercisable only by the Participant and any elections with respect to an
Award may be made only by the Participant.

      13. REPURCHASE. At the discretion of the Committee, the Company may
reserve unto itself and/or its assignee(s) in the Award Agreement a right to
repurchase all or a portion of the Unvested Shares held by a Participant
following such Participant's Termination at any time within ninety (90) days
after the later of the Participant's Termination Date and the date Participant
purchases Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant's Exercise Price or Purchase Price, as the case
may be; provided that the right to repurchase at such price lapses at the rate
of at least twenty percent (20%) of the Shares per year over five (5) years from
the date that the Option is granted.

      14. CERTIFICATES. All certificates for Shares or other securities
delivered under this Plan will be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
laws, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or
quoted.

      15. ESCROW. To enforce any restrictions on a Participant's Shares, the
Committee may require the Participant to deposit all certificates representing
Shares, together with stock powers or other instruments of transfer approved by
the Committee, appropriately endorsed in blank, with the Company or an agent
designated by the Company to hold in escrow until such restrictions have lapsed
or terminated, and the Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates.

      16. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.


                                       38


      17. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to (i) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable; and/or (ii) completion of any registration or other qualification
of such Shares under any state or federal laws or rulings of any governmental
body that the Company determines to be necessary or advisable. The Company will
be under no obligation to register the Shares with the SEC or to effect
compliance with the registration, qualification or listing requirements of any
state securities laws, stock exchange or automated quotation system, and the
Company will have no liability for any inability or failure to do so.

      18. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or limit in any way the right of the Company to terminate such
Participant's employment or other relationship at any time, with or without
cause.

      19. CORPORATE TRANSACTIONS.

            19.1 Reorganizations. In the event that the Company is a party to a
merger or other reorganization involving a Change in Control (as defined below),
the outstanding Options shall be subject to the agreement of merger or
reorganization. such agreement may provide, without limitation, for the
assumption of outstanding Options by the surviving corporation or its parent,
for their continuation by the Company (if the Company is a surviving
corporation), for payment of a cash settlement equal to the difference between
the amount to be paid for one Share under such agreement and the Exercise Price,
or for the acceleration of their exercisability followed by the cancellation of
Options not exercised, in all cases without the Participants' consent. Any
cancellation shall not occur until after such acceleration is effective and
Participants have been notified of such acceleration and have had reasonable
opportunity to exercise their Options. In no event will a Participant be given
fewer than five (5) business days following notice of acceleration to exercise
their Options.

                  (a) "Change in Control" means the occurrence of any of the
following events:

                        (i) A change in the composition of the Board, which
results in fewer than one-half of the incumbent directors who either: (A) had
been directors of the Company 24 months prior to such change; or (B) were
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of the directors who had been directors of the Company 24
months prior to such change and who were still in office at the time of the
election or nomination;

                        (ii) Any "person" (as such term is used in sections
13(d) and 14(d) of


                                       39


the Exchange Act) who by the acquisition or aggregation of securities is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing twenty-five percent (25%) or more of the combined voting
power of the Company's then outstanding securities. For purposes of this
Paragraph (ii), the term "person" shall not include an employee benefit plan
maintained by the Company;

                        (iii) A tender offer shall be made and consummated for
the ownership of twenty-five percent (25%) or more of the outstanding voting
securities of the Company;

                        (iv) The Company or its subsidiary bank shall be merged
or consolidated with another bank or corporation and as a result of such merger
or consolidation less than seventy-five percent (75%) of the outstanding voting
securities of the surviving or resulting bank or corporation shall be owned in
the aggregate by the former shareholders of the Company, other than affiliates
(within the meaning of the Securities Exchange Act of 1934) of any party to such
merger or consolidation, as the same shall have existed immediately prior to
such merger or consolidation.

            19.2 Other Treatment of Awards. Subject to any greater rights
granted to Participants under the foregoing provisions of this Section 19, in
the event of the occurrence of any transaction described in Section 19.1, any
outstanding Awards will be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation, sale of assets or other
corporate transaction.

            19.3. Assumption of Awards by the Company. The Company, from time to
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either (a) granting an Award under this Plan in substitution of
such other company's award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

      20. ADOPTION AND SHAREHOLDER APPROVAL. This Plan shall become effective
upon approval of this Plan by the shareholders of the Company, consistent with
applicable laws, provided that such shareholder approval shall be within twelve
(12) months before or after the date this Plan is adopted by the Board
("Effective Date").

      21. TERM OF PLAN. Unless earlier terminated as provided herein, this Plan
will terminate ten (10) years from the Effective Date.


                                       40


      22. GOVERNING LAW. This Plan and all agreements thereunder shall be
governed by and construed in accordance with the laws of the State of
California, excluding its conflict of laws rules.

      23. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
or amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan;
provided, however, that the Board will not, without the approval of the
shareholders of the Company, amend this Plan in any manner that requires such
shareholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or (if the Company is subject
to the Exchange Act or Section 16(b) of the Exchange Act) pursuant to the
Exchange Act or Rule 16b-3 (or its successor), as amended, respectively.

      24. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
Board, the submission of this Plan to the shareholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.


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