0001193125-06-141954 Sample Contracts

SUBCONTRACT FOR TESA SERVICES
Subcontract for Tesa Services • July 5th, 2006 • Canyon Bancorp • National commercial banks

SUBCONTRACT FOR TESA SERVICES, dated as of October 1, 2002, by and between Canyon National Bank, a national banking association with offices at 1711 E. Palm Canyon Drive, Palm Springs, California (the “Bank”) and the Agua Caliente Band of Cahuilla Indians, a federally-recognized Indian tribe with offices at 600 East Tahquitz Canyon Way, Palm Springs, California (the “Tribe”):

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FIRST AMENDMENT TO VOTING AND STOCK TRANSFER AGREEMENT
Voting and Stock Transfer Agreement • July 5th, 2006 • Canyon Bancorp • National commercial banks

This First Amendment to Voting and Stock Transfer Agreement dated February 1, 2006 (“Amendment”) is entered into by and among the Agua Caliente Band of Cahuilla Indians (the “ACBCI”), Canyon National Bank (the “Bank”), and Canyon Bancorp, a newly formed corporation which will serve as the holding company of Canyon National Bank (the “Holding Company”) and which will assume the Voting and Stock Transfer Agreement dated February 19, 1998 between the ACBCI and the Bank (the “Voting Agreement”).

CANYON NATIONAL BANK SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • July 5th, 2006 • Canyon Bancorp • National commercial banks • California

THIS AGREEMENT is adopted this 1st day of September, 2003, by and between CANYON NATIONAL BANK, a nationally-chartered commercial bank located in Palm Springs, California (the “Company”), and JONATHAN J. WICK (the “Executive”).

CANYON NATIONAL BANK SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • July 5th, 2006 • Canyon Bancorp • National commercial banks • California

THIS AGREEMENT is adopted this 1st day of September, 2003, by and between CANYON NATIONAL BANK, a nationally-chartered commercial bank located in Palm Springs, California (the “Company”), and STEPHEN HOFFMANN (the “Executive”).

VOTING AND STOCK TRANSFER AGREEMENT
Voting and Stock Transfer Agreement • July 5th, 2006 • Canyon Bancorp • National commercial banks • California

This Voting and Stock Transfer Agreement (the “Agreement”) is entered into this 19th day of February, 1998, by and between the Agua Caliente Band of Cahuilla Indians (the “Tribe”) and Canyon National Bank (the “Bank”) with reference to the following:

HERITAGE PLAZA OFFICE LEASE
Office Lease • July 5th, 2006 • Canyon Bancorp • National commercial banks
CANYON NATIONAL BANK
Employment Agreement • July 5th, 2006 • Canyon Bancorp • National commercial banks • California

This letter sets forth the basic terms and conditions of your employment with Canyon National Bank (“Bank”), following approval by the Comptroller of the Currency (“OCC”) of the National Bank Charter Application, filed in October, 1997 (the “OCC Application”). By signing this letter agreement, you will be agreeing to these terms.

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