CENTRAL VALLEY COMMUNITY BANCORP
EXHIBIT 10.24
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<TYPE>EX-10.24
<SEQUENCE>25
<FILENAME>a2036073zex-10_24.txt
<DESCRIPTION>EXHIBIT 10.24
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                                                                   Exhibit 10.24
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               COPYRIGHT 1996 BANK COMPENSATION STRATEGIES GROUP

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR
SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED
AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN
SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE
ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM
REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF
LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN
DOCUMENTING SOLELY YOUR ARRANGEMENT.

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                              CLOVIS COMMUNITY BANK
                              AMENDED AND RESTATED
                             DEFERRED FEE AGREEMENT

       THIS AGREEMENT is entered into this 14th day of November, 1996 by and
between CLOVIS COMMUNITY BANK, a California corporation located in Clovis,
California (the "Company"), and STEVEN MCDONALD (the "Director").


                                  INTRODUCTION

       To encourage the Director to remain a member of the Company's Board of
Directors, the Company and the Director entered into a Deferred Fee Agreement on
November 1, 1993 (the "Prior Agreement"). This Agreement is an amendment and
restatement of the Prior Agreement. Amounts deferred under the previous
agreement will be "rolled over" and covered under this Agreement. The Company
will pay the benefits from its general assets.



                                    AGREEMENT

<PAGE>

       The Director and the Company agree as follows:


                                    ARTICLE 1

                                   DEFINITIONS


       1.1 DEFINITIONS. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:

              1.1.1 "CHANGE OF CONTROL" means the transfer of shares of the
       Company's voting common stock such that one person acquires (or is deemed
       to acquire under Section 318 of the Code) 51% or more of the Company's
       outstanding voting common stock followed within twelve (12) months by the
       termination of the Director's status as a member of the Company's Board
       of Directors.

              1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

              1.1.3 "DISABILITY" means the Director's inability to perform
       substantially all normal duties of a director, as determined by the
       Company's Board of Directors in its sole discretion. As a condition to
       any benefits, the Company may require the Director to submit to such
       physical or mental evaluations and tests as the Board of Directors deems
       appropriate.

              1.1.4 "DISTRIBUTION DATE" means November 1, 2003, which is 10
       years subsequent to the date of the Prior Agreement.

              1.1.5   "ELECTION FORM" means the Form attached as Exhibit A.


<PAGE>

              1.1.6 "FEES" means the total directors fees payable to the
       Director.

              1.1.7 "TERMINATION OF SERVICE" means the Director's ceasing to be
       a member of the Company's Board of Directors for any reason whatsoever.

              1.1.8 "PROJECTED BENEFIT" means the amount that would have been
       deemed credited to the Director's Deferral Account balance as of the
       Distribution Date had the Director continued to defer fees in the same
       amount as was previously deferred. Also, it presumes that interest is
       credited to the Director's Deferral Account including the assumed
       deferrals up to the Distribution Date.


                                    ARTICLE 2

                                DEFERRAL ELECTION

       2.1 INITIAL ELECTION. The Director made an initial deferral election
under the Prior Agreement by filing with the Company a signed Election Form
within fifteen (15) days after November 1, 1993. The Election Form set forth the
Fees to be deferred and the form of benefit payment on the Distribution Date.
The Election Form was effective to defer only Fees earned after the date the
Election Form is received by the Company. Such Initial Election (or any
subsequent election under Section 2.2 that is in effect) shall continue in
effect with this Agreement.

       2.2 ELECTION CHANGES

              2.2.1 GENERALLY. The Director may modify the amount of Fees to be
       deferred by filing a subsequent signed Election Form with the Company and
       obtaining written approval by the Board of Directors of the Company. The
       modified deferral shall not be effective until the calendar year
       following the year in which the subsequent Election Form

<PAGE>

       is received by the Company. The Director may not change the form of
       benefit payment initially elected under Section 2.1 without the written
       approval of the Board of Directors of the Company.

               2.2.2 HARDSHIP. If an unforeseeable financial emergency arising
      from the death of a family member, divorce, sickness, injury, catastrophe
      or similar event outside the control of the Director occurs, the Director,
      by written instructions to the Company may reduce future deferrals under
      this Agreement.


                                    ARTICLE 3

                                DEFERRAL ACCOUNT

       3.1 ESTABLISHING AND CREDITING. The Company shall continue to credit the
Deferral Account established under the Prior Agreement on its books for the
Director, and shall credit to the Deferral Account the following amounts:

              3.1.1 DEFERRALS. The Fees deferred by the Director as of the time
       the Fees would have otherwise been paid to the Director.

              3.1.2 INTEREST. On each anniversary of the date of this Agreement
       and immediately prior to the payment of any benefits, but only until
       commencement of the benefit payments under this Agreement, interest on
       the account balance since the preceding credit under this Section 3.1.2,
       if any, equal to the rate determined by the Company's Board of Directors,
       in its sole discretion.

       3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Director,
within one hundred twenty (120) days after each anniversary of this Agreement, a
statement setting forth the Deferral Account balance.

<PAGE>

       3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
segregated fund of any kind. The Director is a general unsecured creditor of the
Company for the payment of benefits. The benefits represent the mere Company
promise to pay such benefits. The Director's rights are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Director's creditors.


                                    ARTICLE 4

                                LIFETIME BENEFITS

       4.1 NORMAL BENEFIT. Upon the Distribution Date, the Company shall pay to
the Director the benefit described in this Section 4.1.

              4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the
       Deferral Account balance at the Distribution Date.

              4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
       Director in the form elected by the Director on the Election Form.


       4.2 EARLY TERMINATION BENEFIT. If the Director terminates service as a
director before the Distribution Date, and for reasons other than death or
Disability, the Company shall pay to the Director the benefit described in this
Section 4.2.

              4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the
       Deferral Account balance at the Director's Termination of Service.

              4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
       Director in a lump sum within forty-five (45) days after the Director's
       Termination of Service.

<PAGE>


       4.3 DISABILITY BENEFIT. If the Director terminates service as a director
for Disability prior to the Distribution Date, the Company shall pay to the
Director the benefit described in this Section 4.3.

              4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the
       Deferral Account balance at the Director's Termination of Service.

              4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
       Director in the form elected by the Director on the Election Form within
       thirty (30) days after the Director's Termination of Service.

       4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the
Director is in the active service of the Company, the Company shall pay to the
Director the benefit described in this Section 4.4 in lieu of any other benefit
under this Agreement.

              4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the
       Deferral Account balance at the date of the Director's Termination of
       Service.

              4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
       Director in a lump sum within thirty (30) days after the Director's
       Termination of Service.

       4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following
petition by the Director) that the Director has suffered an unforeseeable
financial emergency as described in Section 2.2.2, the Company shall distribute
to the Director all or a portion of the Deferral Account balance as determined
by the Company, but in no event shall the distribution be greater than is
necessary to relieve the financial hardship.

<PAGE>


                                    ARTICLE 5

                                 DEATH BENEFITS

       5.1 DEATH DURING ACTIVE SERVICE. If the Director dies while in the active
service of the Company and prior to the commencement of benefit payments under
this Agreement, the Company shall pay to the Director's beneficiary the benefit
described in this Section 5.1.

              5.1.1 AMOUNT OF BENEFIT. The benefit under Section 5.1 is the
       greater of:

                     5.1.1.1 The Director's Projected Benefit less the
              Director's Deferral Account balance accrued under the Clovest
              Corporation Deferred Agreement for Steven McDonald dated
              __________, 1996, as amended; or

                     5.1.1.2 The Director's Deferral Account balance at the
              Director's date of death

       The initial Projected Benefit is $205,910. The Director's Projected
       Benefit may be modified from time to time by resolution of the Board
       of Directors.

              5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
       beneficiary in one hundred twenty (120) equal monthly installments
       commencing on the first day of the month following the Director's Death.

       5.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Director's
beneficiary at the same time and in the same amounts they would have been paid
to the Director had the Director survived.

<PAGE>


                                    ARTICLE 6

                                  BENEFICIARIES

       6.1 BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary
by filing a written designation with the Company. The Director may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Director and accepted by
the Company during the Director's lifetime. The Director's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Director, or if the Director names a spouse as beneficiary and the marriage
is subsequently dissolved. If the Director dies without a valid beneficiary
designation, all payments shall be made to the Director's surviving spouse, if
any, and if none, to the Director's surviving children and the descendants of
any deceased child by right of representation, and if no children or descendants
survive, to the Director's estate.

       6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetency,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.


                                    ARTICLE 7

                               GENERAL LIMITATIONS

      7.1 INSURANCE. The Company may acquire an insurance policy on the life of
the Director. The Company will be the owner and beneficiary of the policy. The
Director will have no interest in or right to the policy.

<PAGE>

       7.2 SUICIDE. If the Director commits suicide within two years after the
date of this Agreement, or if the Director has made any misstatement of fact on
the application for life insurance purchased by the Company, the Company shall
pay only the Deferral Account balance as of the date of death of the Director
notwithstanding any provision of this Agreement to the contrary.

       7.3 GENERAL. Notwithstanding anything to the contrary contained in this
Agreement, the Director is entitled to only one benefit which shall be
determined by the first event to occur which is dealt with by this Agreement.
Subsequent occurrence of events dealt with by this Agreement shall not entitle
the Director or his or her beneficiaries to other or further benefits under this
Agreement.

       7.4 TAX CONSEQUENCES. The Company does not insure or guarantee the tax
consequences of payments provided hereunder for matters beyond its control, and
the Director certifies that his decision to reduce and defer to receive his
compensation is not due to any reliance upon financial, tax or legal advice
given by the Company, and of its employees, agents, accountants or legal
advisors.


                                    ARTICLE 8

                          CLAIMS AND REVIEW PROCEDURES

       8.1 CLAIMS PROCEDURE. The Company shall notify the Director's beneficiary
in writing, within ninety (90) days of his or her written application for
benefits, of his or her eligibility or noneligibility for benefits under the
Agreement. If the Company determines that the beneficiary is not eligible for
benefits or full benefits, the notice shall set forth (1) the specific reasons
for such denial, (2) a specific reference to the provisions of the Agreement on
which

<PAGE>

the denial is based, (3) a description of any additional information or material
necessary for the claimant to perfect his or her claim, and a description of why
it is needed, and (4) an explanation of the Agreement's claims review procedure
and other appropriate information as to the steps to be taken if the beneficiary
wishes to have the claim reviewed. If the Company determines that there are
special circumstances requiring additional time to make a decision, the Company
shall notify the beneficiary of the special circumstances and the date by which
a decision is expected to be made, and may extend the time for up to an
additional ninety-day period.

       8.2 REVIEW PROCEDURE. If the beneficiary is determined by the Company not
to be eligible for benefits, or if the beneficiary believes that he or she is
entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company. Said petition shall state the specific reasons which the
beneficiary believes entitle him or her to benefits or to greater or different
benefits. Within sixty (60) days after receipt by the Company of the petition,
the Company shall afford the beneficiary (and counsel, if any) an opportunity to
present his or her position to the Company orally or in writing, and the
beneficiary (or counsel) shall have the right to review the pertinent documents.
The Company shall notify the beneficiary of its decision in writing within the
sixty-day period, stating specifically the basis of its decision, written in a
manner calculated to be understood by the beneficiary and the specific
provisions of the Agreement on which the decision is based. If, because of the
need for a hearing, the sixty-day period is not sufficient, the decision may be
deferred for up to another sixty-day period at the election of the Company, but
notice of this deferral shall be given to the beneficiary.


                                    ARTICLE 9

                           AMENDMENTS AND TERMINATION


<PAGE>

       The Company may amend or terminate this Agreement at any time prior to
the Director's Termination of Service by written notice to the Director. In no
event shall this Agreement be terminated without payment to the Director of the
Deferral Account balance attributable to the Director's deferrals and interest
credited on such amounts.


                                   ARTICLE 10

                                  MISCELLANEOUS

       10.1 BINDING EFFECT. This Agreement shall bind the Director and the
Company, and their beneficiaries, successors and assigns, survivors, executors,
administrators and transferees.

       10.2 NO GUARANTY OF SERVICE. This Agreement is not a contract for
services. It does not give the Director the right to remain a director of the
Company, nor does it interfere with the shareholders' rights to replace the
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate services at any time.

       10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

       10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

       10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be
governed by the laws of California except to the extent preempted by the laws of
the United States of America.

       10.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits

<PAGE>

represent the mere promise by the Company to pay such benefits. The rights to
benefits are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors. Any insurance on the Director's life is a general asset of the
Company to which the Director and beneficiary have no preferred or secured
claim.

       10.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Company and the Director as to the subject matter hereof. No rights
are granted to the Director by virtue of this Agreement other than those
specifically set forth herein.

       10.8 ADMINISTRATION. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:

              10.8.1 Interpreting the provisions of the Agreement;

              10.8.2 Establishing and revising the method of accounting for the
       Agreement;

              10.8.3 Maintaining a record of benefit payments; and

              10.8.4 Establishing rules and prescribing any forms necessary or
       desirable to administer the Agreement.


       IN WITNESS WHEREOF, the Director and a duly authorized Company officer
have signed this Agreement.


DIRECTOR:                                            COMPANY:
                                                     CLOVIS COMMUNITY BANK

<PAGE>


/s/ STEVEN MCDONALD                                  BY  /s/  DONALD H. BRUEGMAN
------------------------                                ------------------------
STEVEN MCDONALD                                               DONALD H. BRUEGMAN
                                                     TITLE: PRESIDENT

                                                     and

                                                     BY  /s/  RONA MELKUS
                                                        ------------------------
                                                              RONA MELKUS
                                                     TITLE: VICE PRESIDENT


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