Management Agreement As Revised

Exhibit 10.1

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (" Agreement" ) is entered into as of [*], among [*] SoCal, a corporation organized under the laws of California (" SoCal" ) located in [*], California, [*] Bank, a California banking corporation (" Bank" ) , located in [*], California, [*] Capital Fund II L.P., a Delaware limited partnership (" Fund" ), and [*] Capital Partners II LLC, the General Partner of Fund and a Delaware limited liability company (the " Partnership" ). R E C I T A L S:

A. SoCal and its wholly-owned subsidiary, the Bank, are acquiring [*] in a merger (the " Merger" ) pursuant to an Agreement of Merger and Plan of Reorganization, dated as of January [*], 2007 (the " Merger Agreement" ) all in accordance with the terms set forth in the Merger Agreement and applicable law.

B. Immediately after the Effective Time of the Merger, Fund will own a majority of the outstanding shares of SoCal common stock.

C. This execution of this Agreement was an inducement to and a condition to Fund entering into the Merger Agreement.

D. The Parties desire to make certain agreements concerning the management of SoCal and Bank after the Effective Time and the fees to be paid to the Partnership for providing services to SoCal and the Bank.

A G R E E M E N T

IN CONSIDERATION of the premises and mutual covenants hereinafter contained SoCal, the Bank, Fund, and the Partnership agree as follows:

ARTICLE 1

MANAGEMENT OF SOCAL AND BANK

1.1 Chairman . Fund shall cause Mr. Alan Lane or other suitable representative of Fund to serve as chairman of the boards of SoCal and Bank immediately after the Effective Time.


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1.2 Election of Independent Directors . At any meeting of shareholders of SoCal at which directors are to be elected, Fund shall, if necessary to ensure the election of the Independent Directors (as such term is defined in the SoCal Bylaws), vote its shares of SoCal common stock in such manner as to effect the election of the Independent Directors. Fund shall also cause SoCal to vote its shares of the Bank and take any other required actions so as to ensure the election of the Independent Directors to the board of directors of the Bank. ARTICLE 2

OPERATIONS OF SOCAL AND THE BANK

2.1 Services of the Partnership . The Partnership shall provide its monitoring abilities and its management expertise and experience to SoCal and Bank. Such services may include, but not be limited to, regular monitoring of the business of SoCal and the Bank, evaluating and formulating corporate strategy and aiding in its implementation, augmenting management talent through the Partnership' s personnel or contacts, assisting in the evaluation of new geographic or customer markets to expand business and new customer products, identifying and negotiating group purchase discounts, optimizing the capital structure of SoCal and Bank through its contacts in the capital markets, assisting in the training of personnel, and consulting on data processing, compensation planning and branch and site expansion and selection. ARTICLE 3

FEES AND COMPENSATION TO THE PARTNERSHIP

3.1 Management Fee . In connection with the services to be provided under Section 2.1, Bank shall pay a yearly fee to the Partnership equal to 5% of the Bank' s pre-tax income; provided, however, in no event shall such yearly fee be less than $100,000 nor more than $500,000. Fees will be paid on a quarterly basis as soon as reasonably pra ...