0001004740-07-000015 Sample Contracts

Amended and Restated Salary Continuation Agreement
Salary Continuation Agreement • April 19th, 2007 • Capital Corp of the West • State commercial banks • California

This Amended and Restated Salary Continuation Agreement (this “Agreement”) is entered into as of this 29th day of December, 2006, by and between Capital Corp of the West, a California bank holding company (the “Company”), and David A. Heaberlin, (the “Executive”). This Agreement amends and restates the amended salary continuation agreement (“Original Agreement”) dated June 19, 2006 (and the other agreements, if any, referenced in the Original Agreement) and entered into by and between Company and the Executive to make changes to comply with section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and make other changes.

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Amended and Restated Severance Agreement
Severance Agreement • April 19th, 2007 • Capital Corp of the West • State commercial banks • California

This Amended and Restated Severance Agreement (“Agreement”) is entered into as of this 29th day of December, 2006, by and between Capital Corp of the West, a California corporation (“CCOW”), and David A. Heaberlin (the “Executive”). This Agreement amends and restates the severance agreement (“Original Agreement”) dated June 19, 2006 and entered into by and between CCOW and the Executive to make technical changes to comply with section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and make other changes.

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