FIRSTAMENDMENT TO MANAGEMENTAGREEMENT

2. At the effective time of the Spectrum Bank transaction as provided for in the Spectrum Acquisition Agreement, Sections 3.1, 3.2, 3.3 and 3.4 are hereby amended to read as follows:

3.2  Deferral. If as a result of any regulatory or financial disability, any of the fees provided for in Section 3.1 cannot be timely paid, SoCal will pay them as soon as such regulatory or financial disability is removed. Until so paid, the amount owed to the Partnership shall bear interest at the Wall Street Journal published prime rate as changed from time to time. Interest payments shall be made to the Partnership monthly unless the regulatory or financial disability prevents such payments. In such event, accrued and unpaid interest shall be paid at the time when the amount of the fee is actually paid.

3.3  Expenses. SoCal shall reimburse the Partnership, upon its demand, for all of its reasonable out-of-pocket expenses incurred in connection with its provision of services hereunder. The Partnership shall provide an itemized statement of its expenses and shall make appropriate allocations of such expenses between SoCal and its subsidiary banks based upon the relative benefits that each has received as a result of such services. Any expenses reimbursed pursuant to this Section must be in compliance with Section 23B of the Federal Reserve Act.

3.4  Indemnification. SoCal agrees to indemnify the Partnership and Fund and its affiliates (each an "Indemnified Party") to the fullest extent permitted by law, from and against any and all losses, penalties, judgments, suits, costs, claims, liabilities, damages and expenses (including, without limitation, reasonable attorneys' fees and disbursements) (collectively "Losses"), incurred by, imposed upon or asserted against any of the Indemnified Parties as a result of, relating to or arising out of any litigation, claims, suits or proceedings to which such Indemnified Party is made a party (other than as a plaintiff) or any penalties, costs, claims, liabilities damages or expenses suffered by such Indemnified Party, in each case arising from or relating to the operations or acquisition of SoCal or its subsidiary banks (and any successor or any of their subsidiaries), except for any such Losses arising on account of such Indemnified Party's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, SoCal hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Losses which is permissible under applicable law. Each such Indemnified Party shall be reimbursed for all indemnified Losses as they are incurred; provided, that if a final and non-appealable judicial determination shall be made that such Indemnified Party is not entitled to be indemnified for Losses, such Indemnified Party shall repay to SoCal, the amount of such Losses for which SoCal shall have reimbursed such Indemnified Party. Notwithstanding anything to the contrary contained herein, no Indemnified Party shall be entitled to any indemnity hereunder for any Loss that relates solely to the decrease in the value of the SoCal common stock. No indemnification shall be permitted hereunder that would be prohibited pursuant to the provisions of Part 359 of the Federal Deposit Insurance Corporation's regulations."

4.            This First Amendment may be entered into in one or more counterparts, all of which shall be considered one and the same instrument, and it shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.

WITNESS, the signature of Belvedere SoCal as of the 29th day of January, 2008, set by its Chairman and its Secretary, pursuant to a resolution of its)s and of directors,