This Agreement is personal to Director and Director may not assign, pledge, delegate or otherwise transfer to any person or entity any of Director’s rights, obligations or duties under this Agreement; provided, however, that Director shall not be precluded from designating in writing one or more beneficiaries to receive any amount that may be payable after Director’s death and shall not preclude the legal representative of Director’s estate from assigning any right hereunder to the person or persons entitled thereto. This Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, Director, Director’s heirs and legal representatives and the Corporation, the Bank, and their respective successors and assigns. This Agreement shall be governed by, construed in accordance with, and enforced pursuant to the laws of the State of California without regard to principles of conflict of laws.