0001004740-07-000026 Sample Contracts

Amended and Restated Salary Continuation Agreement
Salary Continuation Agreement • April 20th, 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 Thomas T. Hawker, (the “Executive”). This Agreement amends and restates the amended salary continuation agreement (“Original Agreement”) dated September 9, 2003 (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 EMPLOYMENT AGREEMENT
Amended And • April 20th, 2007 • Capital Corp of the West • State commercial banks • California

This Amended and Restated Employment Agreement (this “Agreement”) is entered into by and between Capital Corp of the West, a California bank holding company (“Company”) and Thomas T. Hawker, President and Chief Executive Officer of Company (“Executive”), as of December 29, 2006 (the “Effective Date). This Agreement amends and restates the Employment Agreement dated January 1, 2005, as previously amended (“Original Agreement”) by and between the Company and Executive (collectively referred to as the “Parties”) to modify the terms of employment, 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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