Executive Survivor Benefit Plan

Exhibit 10.21


CALIFORNIA COMMUNITY BANCSHARES, INC.


EXECUTIVE SURVIVOR BENEFIT PLAN


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1. PURPOSE OF PLAN. This Survivor Benefit Plan (the "Plan") is sponsored by California Community Bancshares, Inc., a Delaware corporation ("CCB") for the benefit of certain select executives of CCB, Bank of Orange County, a California banking corporation, Placer Sierra Bank, a California banking corporation and any other subsidiary of CCB which agrees to adopt and participate in this Plan (the subsidiaries individually and collectively referred to as the "Company"). Upon the death of an executive who participates in the Plan, the Company shall pay a survivor benefit to the beneficiary(ies) of the executive (the "Death Benefit").


2. DEFINITIONS


(a) "BENEFICIARY" shall mean the person(s) designated pursuant
to Plan Section 8 to receive the Death Benefit under this Plan.


(b) "DEATH BENEFIT" shall mean the benefit payable under the
Plan to the Beneficiary pursuant to Plan Section 3.


(c) "FINAL SALARY" shall mean a Participant's annual salary
payable by CCB and/or the Company which is the principal employer of
the Participant at the time the Participant terminates employment for
whatever reason. Final Salary shall not include the Participant's
bonuses, overtime, stock options, incentive pay or any other
compensation.


(d) "INSURANCE CONTRACTS" shall mean the insurance policy(ies)
purchased from the Insurers by the Company on the life of a Participant
in connection with this Plan, but excluding any officer who is a
participant in the CCB Officers' Survivor Benefit Plan.


(e) "INSURERS" shall mean any insurance company selected by
CCB or a Company to provide the Insurance Contracts. Initially, the
insurers shall be Ohio National Life Assurance Corporation and New York
Life Insurance & Annuity Corporation.


(f) "NET LIFE INSURANCE" shall mean the difference between the
total amount of money payable under the Insurance Contracts on the life
of the Participant at the time of the Participant's death and the cash
surrender value of the Insurance Contracts on the life of the
Participant at the time of the Participant's death.


(g) "PARTICIPANT" shall mean any executive of CCB or a Company
designated in writing by the employer to participate in the Plan, but
excluding any officer who is a participant in the CCB Officers'
Survivor Benefit Plan.


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3. DEATH BENEFIT. The Death Benefit shall be paid to the Beneficiary in a lump sum by the Insurer as soon as administratively practicable following the death of the Participant. The Death Benefit shall be equal to (i) three (3) times the Participant's Final Salary, less (ii) Fifty Thousand Dollars ($50,000) (or such lesser amount, if any) payable as a result of the Participant's death under any group term life insurance program sponsored by CCB or a Company. Notwithstanding the foregoing sentence, in no event will the Death Benefit exceed the Net Life Insurance amount.


4. TERMINATION OF PARTICIPATION IN THE PLAN. Each Participant's participation in the Plan, and a Beneficiary's entitlement to a Death Benefit, shall terminate on the earliest to occur of the following:


(a) The Participant's employment with CCB and/or the Companies
is terminated for any reason;


(b) The death of the Participant, subject to and conditioned
upon payment by the Insurer of the Death Benefit in accordance with
Section 3 of this Plan;


(c) The bankruptcy of CCB and/or the Company which is the
principal employer of the Participant; or


(d) The surrender, lapse or termination of the Insurance
Contracts.


5. PURCHASE OF LIFE INSURANCE AND ENDORSEMENT TO PARTICIPANT. The Company shall purchase and maintain Insurance Contracts on the life of each Participant to pay the Death Benefit, shall pay all premiums on the Insurance Contracts when due, and shall be designated as sole owner of such Insurance Contracts. The Company shall execute an endorsement to the Insurance Contracts, substantially in the form attached hereto as EXHIBIT A (the "Endorsement Agreement"), in order to secure the payment of the Death Benefit to the Beneficiary. The Company has no obligation to retain the Insurance Contracts, to pay premiums with respect to the Insurance Contracts, or to otherwise provide for any minimum Death Benefit under Section 3.


6. COMPANY'S INTEREST IN THE INSURANCE CONTRACTS.


(a) Subject to the right of the Participant to designate and
change the Beneficiary in accordance with Plan Section 8, each and
every right of ownership of the Insurance Contracts is reserved to the
Company. The Company may exercise all ownership rights granted to the
policyholder by the terms of the Insurance Contracts, including but not
limited to the right to borrow against such Insurance Contracts, the
right to assign its interest in the Insurance Contracts, the right to
direct the investment of the cash value of the Insurance Contracts, the
right to exercise settlement options and the right to surrender or
cancel the Insurance Contracts.


(b) Following a Participant's death, the Company shall have
the right, after the Death Benefit has been paid to the Beneficiary
pursuant to Plan Section 3, to receive from the Insurers an amount
equal to the remaining balance of the proceeds of the Insurance
Contracts.


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7. IMPUTED INCOME. Each year that a Participant participates in this Plan, the Company shall report or cause to be reported to the Participant, as taxable income, the imputed value of the life insurance coverage provided through the Death Benefit. The amount of such imputed income shall be determined, in accordance with rules of Internal Revenue Service ("IRS"), which currently value such benefits as the lower of (i) the value of the current life insurance protection under tables published by the IRS (or, if the IRS publishes no table of values for such coverage, calculated in a manner consistent with the tables published by the IRS and in accordance with applicable rules of the IRS, which values currently are published in IRS Notice 2001-10 and previously were referred to as "P.S. 58/38 rates"), or (ii) the Insurer's applicable one-year term rates available to all standard risks.


8. DESIGNATION OF BENEFICIARY. The Participant shall designate a Beneficiary to receive the Death Benefit under the Plan by executing a beneficiary designation form in writing, as provided by or acceptable to CCB, the Company, or the Insurers. The Participant may change such Beneficiary designation or add a secondary or contingent Beneficiary, provided such change or designation is in writing (on a form provided by or acceptable to CCB, the Company or the Insurers), and is received by them before the death of the Participant. A Participant may irrevocably assign his or her rights to designate and change the Beneficiary. In the absence of any Beneficiary designation, or the failure of any designated Beneficiary to survive the Participant, the Beneficiary shall be the Participant's estate.


9. INSURER NOT A PARTY. The Insurers shall have no liability except as set forth in Insurance Contracts. The Insurers shall not be bound to inquire into or take notice of any of the provisions contained in this Plan as to the Insurance Contracts, or as to the application of the proceeds of the Insurance Contracts, except that ...